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EXHIBIT 4.7
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Second Amendment") is entered into as of April 3, 1998 among IPC, INC., a
Delaware corporation (the "Borrower"), IVEX PACKAGING CORPORATION, a Delaware
corporation ("Holdings"), each of the Borrower's Domestic Subsidiaries (the
Borrower's Domestic Subsidiaries, together with Holdings, individually a
"Guarantor" and collectively the "Guarantors"), the Lenders party to the Credit
Agreement defined below (the "Lenders"), NATIONSBANK, N.A., as Administrative
Agent (the "Administrative Agent") for the Lenders and BANKERS TRUST COMPANY, as
Documentation Agent (the "Documentation Agent") for the Lenders (the
Documentation Agent, together with the Administrative Agent, collectively the
"Agents"). Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings given to them in the Credit Agreement.
RECITALS
WHEREAS, the Borrower, the Guarantors, the Administrative Agent, the
Documentation Agent and the Lenders are parties to that certain Amended and
Restated Credit Agreement dated as of October 2, 1997 (as amended by that
certain First Amendment to Amended and Restated Credit Agreement dated as of
October 10, 1997 and as may be further amended, modified, supplemented, extended
or restated from time to time, the "Credit Agreement");
WHEREAS, the Borrower has entered into an agreement to purchase the
shares of Ultra Pac, Inc.;
WHEREAS, the Borrower has requested an amendment of the terms of the
Credit Agreement to accommodate its purchase of the shares of Ultra Pac, Inc.;
and
WHEREAS, the Agents and the Required Lenders have agreed to amend
certain terms of the Credit Agreement, as more fully set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Amendments To Credit Agreement.
(a) A new paragraph is added at the end of the definition of
"Interim Adjustments" in Section 1.1 of the Credit Agreement to read as follows:
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Notwithstanding anything above to the contrary, with respect
to the calculation of the Interest Coverage Ratio, the Fixed Charge
Coverage Ratio and the Leverage Ratio for the fiscal quarter ending
June 30, 1998, EBITDA and Capital Expenditures with respect to Ultra
Pac, Inc. shall be the actual EBITDA and Capital Expenditures of Ultra
Pac, Inc. for the four quarter period ending on June 30, 1998.
Thereafter, EBITDA and Capital Expenditures of Ultra Pac, Inc. shall be
calculated using the adjustment and assumptions set forth above.
(b) The definition of "Permitted Acquisitions" in Section 1.1
of the Credit Agreement is amended and restated in its entirety to
read as follows:
"Permitted Acquisition" means (a) the acquisition of all of
the shares of Ultra Pac, Inc. for an amount not to exceed $90 million
(including any assumed debt and any fees and expenses in connection
therewith) and (b) an acquisition of all or part of the assets or stock
of any another Person by a Credit Party or any Subsidiary of a Credit
Party; provided that after giving effect to an acquisition permitted by
this clause (b) (i) there is at least $25,000,000 of availability under
the Revolving Committed Amount, (ii) the Credit Parties and their
Subsidiaries are in compliance, on a Pro Forma Basis, with all of the
covenants set forth in Section 7.2, (iii) in the case of an acquisition
of the stock of another Person, the board of directors (or other
comparable governing body) or stockholders, as appropriate, of such
Person shall have approved such acquisition, (iv) no Change of Control
shall have occurred, (v) not including any acquisition or a portion
thereof made with the issuance of capital stock, the total cost of any
one acquisition shall not exceed $40,000,000, and together with other
acquisitions made by the Credit Parties or any of their Subsidiaries
during such calendar year, the aggregate acquisition costs of the
Credit Parties and their Subsidiaries taken as a whole shall not exceed
$75,000,000 and (vi) no Default or Event of Default exists and is
continuing.
2. Conditions Precedent.
The effectiveness of this Second Amendment is subject to the
satisfaction of each of the following conditions:
(a) The Administrative Agent shall have received copies of
this Second Amendment duly executed by the Credit Parties and the
Required Lenders.
(b) The Administrative Agent shall have received such other
documents and information as it deems reasonably necessary.
3. Miscellaneous.
(a) The term "Credit Agreement" as used in each of the Credit
Documents shall hereafter mean the Credit Agreement as amended by this
Second Amendment. Except as herein specifically agreed, the Credit
Agreement, and the obligations of the
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Credit Parties thereunder and under the other Credit Documents, are
hereby ratified and confirmed and shall remain in full force and effect
according to their terms.
(b) Each of the Borrower, the Guarantors, the Agents and the
Lenders party hereto represents and warrants as follows:
(i) It has taken all necessary action to authorize
the execution, delivery and performance of this Second Amendment.
(ii) This Second Amendment has been duly executed and
delivered by such party and constitutes such party's legal, valid and
binding obligations, enforceable in accordance with its terms, except
as such enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(iii) No consent, approval, authorization or order
of, or filing, registration or qualification with, any court or
governmental authority or third party is required in connection with
the execution, delivery or performance by such party of this Second
Amendment.
(c) Each Credit Party represents and warrants to the Lenders
that (i) the representations and warranties of the Credit Parties set
forth in Section 6 of the Credit Agreement are true and correct as of
the date hereof and (ii) no unwaived event has occurred and is
continuing which constitutes a Default or an Event of Default.
(d) This Second Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same
instrument.
(e) THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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Each of the parties hereto has caused a counterpart of this Second
Amendment to be duly executed and delivered as of the date first above written.
BORROWER: IPC, INC.
a Delaware corporation
By:
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Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
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GUARANTORS: IVEX PACKAGING CORPORATION
a Delaware corporation
IVEX PAPER MILL CORPORATION
a Delaware corporation
IPMC HOLDING CORPORATION
a Delaware corporation
IPMC, INC.
a Delaware corporation
VALLEY EXPRESS LINES, INC.
a Delaware corporation
KAMA OF ILLINOIS CORPORATION
a Delaware corporation
PACKAGING PRODUCTS, INC.
a Delaware corporation
CFI INDUSTRIES, INC.
a Delaware corporation
CFI RECYCLING, INC.
a Delaware corporation
PLASTOFILM INDUSTRIES, INC.
a Delaware corporation
TRIO PRODUCTS, INC.
a Delaware corporation
CRYSTAL THERMOPLASTICS, INC.
a Rhode Island corporation
By:
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Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
of each of the above named Guarantors
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Signature Page to Second Amendment to Amended and Restated Credit Agreement,
dated as of April 3, 1998, among IPC, Inc., as Borrower, Ivex Packaging
Corporation and the Domestic Subsidiaries of IPC, Inc., as Guarantors, the
Lenders party thereto, NationsBank, N.A., as Administrative Agent and Bankers
Trust Company, as Documentation Agent.
LENDERS:
NATIONSBANK, N.A.,
individually in its capacity as a
Lender and in its capacity as Administrative Agent and
Collateral Agent
By:
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Name:
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Title:
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BANKERS TRUST COMPANY,
individually in its capacity as a Lender and in its capacity
as Documentation Agent
By:
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Name:
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Title:
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