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EXHIBIT 10.2
FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment to Credit Agreement, dated as of September 30, 1995
(this "Agreement") is between Atlantis Plastics, Inc., a Florida corporation
("Borrower") and Xxxxxx Financial, Inc., a Delaware corporation for itself as
Agent and as Lender ("Xxxxxx").
RECITALS
A. Borrower and Xxxxxx are parties to that certain Credit Agreement
dated as of February 22, 1993, as amended from time to time, (the "Credit
Agreement"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Credit Agreement.
B. The parties hereto wish to amend the Credit Agreement, as provided
herein.
NOW THEREFORE, in consideration of the foregoing, the covenants and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendment to the Credit Agreement. The Credit Agreement is hereby
amended as follows:
Section 6.4 of the Credit Agreement is hereby amended to provide that for
the Fiscal Quarter ending September 30, 1995, Indebtedness to EBIDAT shall not
be greater than 5.0 at the end of such Fiscal Quarter, calculated on a trailing
twelve (12) Fiscal Month basis. Thereafter, Indebtedness to EBIDAT, on a
trailing twelve (12) Fiscal Month basis, shall not be greater than 4.75 at the
end of any Fiscal Quarter.
2. Representations and Warranties. To induce Xxxxxx to enter into
this Agreement, Borrower represents and warrants to Xxxxxx that:
(a) Authority and Binding Effect. The execution, delivery, and
performance by Borrower of this Agreement is within its corporate power, has
been duly authorized by all necessary corporate action (including, without
limitation, shareholder approval), has received all necessary government
approvals (if any shall be required), and does not and will not contravene or
conflict with any provision of law applicable to Borrower, the Certificate of
Incorporation or Bylaws of Borrower, or any order, judgment, or decree of any
court or other agency of government or any agreement, instrument, or document
binding upon Borrower; and the Credit Agreement as heretofore amended and as
amended as of the date hereof is the legal, valid, and binding obligation of
Borrower enforceable against Borrower in accordance with its terms.
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(b) No Default. No Default or Event of Default under the Credit
Agreement, as amended hereby, has occurred and is continuing.
(c) Warranties and Representations. The warranties and
representations of Borrower contained in this Agreement, the Credit Agreement,
as amended hereby, and the Financing Agreements, shall be true and correct as
of the date hereof, with the same effect as though made on such date except to
the extent that such representations and warranties expressly relate solely to
an earlier date, in which case such representations or warranties were true and
correct as of such earlier date.
3. Miscellaneous.
(a) Captions. Section captions used in this Agreement are for
convenience only, and shall not affect the construction of this Agreement.
(b) Governing Law. This Agreement shall be a contract made under
and governed by the laws of the State of Illinois, without regard to conflict
of laws principles. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid
under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
(c) Counterparts. This Agreement may be executed in counterparts,
each of which counterparts shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same Agreement.
(d) Successors and Assigns. This Agreement shall be binding upon
Borrower and Xxxxxx and their respective successors and assigns, and shall
inure to the sole benefit of Borrower and Xxxxxx and the successors and assigns
of Borrower and Xxxxxx.
(e) References. Any reference to the Credit Agreement or the
Financing Agreements contained in any notice, request, certificate, or other
document executed concurrently with or after the execution and delivery of this
Agreement shall be deemed to include this Agreement unless the context shall
otherwise require.
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(f) Continued Effectiveness. Notwithstanding anything contained
herein, the terms of this Agreement are not intended to and do not serve to
effect a novation as to the Credit Agreement. The parties hereto expressly do
not intend to extinguish the Credit Agreement. Instead, it is the express
intention of the parties hereto to reaffirm the indebtedness created under the
Credit Agreement which is evidenced by the notes provided for therein and
secured by the Collateral. The Credit Agreement as amended hereby and each of
the Loan Documents remain in full force and effect.
Delivered at Chicago, Illinois, as of the date and year first above
written.
ATLANTIS PLASTICS, INC.
By: /s/ Xxxx Xxxxxxxx
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Name Printed: Xxxx Xxxxxxxx
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Title: EVP & CFO
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XXXXXX FINANCIAL, INC., for itself
and as Agent for the Lenders
By: /s/ Xxxxxx X. Xxxxx
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Name Printed: Xxxxxx X. Xxxxx
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Title: Vice President
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