EXHIBIT 10.4
AMENDMENT TO MASTER SECURITY AGREEMENT
DATED NOVEMBER 7, 0000 XXXXXXX
XXXXXXXX PLASTICS, INC. AND ATLANTIS PLASTIC FILMS, INC., AS DEBTOR
AND GENERAL ELECTRIC CAPITAL CORPORATION AS SECURED PARTY
THIS AMENDMENT dated as of November 7, 2001 amends and modifies the above
referenced Master Security Agreement ("Agreement") and is hereby incorporated
into the Agreement as though fully set forth therein.
A) The following is hereby added as Section 5(c).
"Debtor will, within 90 days of the close of its (i) first six months; and
(ii) fiscal year, deliver to Secured Party a Compliance Statement signed by the
Chief Financial Officer attesting to the operating performance and financial
condition of Debtor for the period then ended in relation to the Covenants set
forth in Section 6(d) of this Agreement."
B) The following is added as Section 7(a)(xiii).
"Secured Party may, at its sole discretion, in writing, declare this
Agreement in default if Debtor breaches its obligations to comply with the
Covenants set forth in Section 6(d) of this Agreement."
C) The following is hereby added as Section 6(d).
"Debtor further represents and warrants to Secured Party that from and
after the date hereof, until any and all installment payments, obligations, and
liabilities of any kind, nature, or description whatsoever of Debtor to Secured
Party, now existing or hereafter arising, have been paid in full, Debtor will
not, and will not permit:
(ii) Earnings Before Interest, Depreciation, Amortization, and Taxes
("EBIDAT") to be less than $20,000,000.00.
(ii) The ratio of Net Debt to EBIDAT to be greater than 4.75 to 1.
(iii) The ratio of EBITDAT to Fixed Charges to be less than .85 to 1.
The preceding Covenants will be measured on a semi-annual basis as of June
30/th/ and December 31/st/ of each year during the term of the Agreement, and
reported by Debtor to Secured Party on within ninety (90) days of the close of
each first half and fiscal year of Debtor. Capitalized terms shall have the
meanings ascribed to them in the Xxxxxx Financial, Inc. Credit Agreement dated
of February 22, 1993, as amended (the "Xxxxxx Credit Agreement"). Any other
Capitalized terms not herein defined shall have the meanings ascribed to them in
Generally Accepted Accounting Practices ( GAAP ),
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, Secured Party and Debtor have caused this Amendment to
be executed by their duly authorized representatives as of the date first
written above.
SECURED PARTY: DEBTOR:
GENERAL ELECTRIC CAPITAL CORPORATION ATLANTIS PLASTICS, INC.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxx X. Xxxxx
---------------------------- ---------------------------------
Title: Sr. Risk Analyst Name: Xxxx X. Xxxxx
----------------------------
Title: Senior Vice President of Finance
& CFO
ATLANTIS PLASTIC FILMS, INC.
By: /s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President of Finance
& CFO
