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EXHIBIT 4.11
FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is entered into as of March 3, 2000 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"), BANK OF AMERICA, N.A. (formerly 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 Agents 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, by that certain Second
Amendment to Amended and Restated Credit Agreement dated as of April 3, 1998, by
that certain Third Amendment to Amended and Restated Credit Agreement, Consent
and Waiver dated as of August 19, 1998, by that certain Fourth Amendment to
Amended and Restated Credit Agreement and First Amendment to Amended and
Restated Security Agreement dated as of October 26, 1999 and as may be further
amended, modified, supplemented, extended or restated from time to time, the
"Credit Agreement");
WHEREAS, the Borrower wishes to amend and modify certain terms of the
Credit Agreement as more fully set forth below and is requesting that the
Required Lenders consent to such amendments and modifications; and
WHEREAS, the Agents and the Required Lenders have agreed to amend certain
terms of the Credit Agreement on the terms, and subject to the conditions, more
fully set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to Credit Agreement.
(a) Fixed Charge Coverage Ratio. The following sentence is hereby
added at the end of the definition of "Fixed Charge Coverage Ratio" in
Section 1.1 of the Credit Agreement and shall read as follows:
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Notwithstanding the foregoing, for purposes of calculating the Fixed
Charge Coverage Ratio as of the fiscal quarters ending on March 31, 2000,
June 30, 2000 and September 30, 2000, Capital Expenditures shall not
include those expenditures, in an amount not to exceed $11,000,000, of
Holdings and its Subsidiaries for (a) the extrusion line installed at the
Xxxxxx, Minnesota plant, (b) the extrusion line installed at the Manteno,
Illinois plant and (c) the four thermoformers installed at the Xxxxxx,
Minnesota plant.
2. Conditions Precedent. The effectiveness of this Amendment is subject to the
satisfaction of each of the following conditions:
(a) The Administrative Agent shall have received copies of this
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
Amendment. Except as herein specifically agreed, the Credit Agreement and
the obligations of the 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 Amendment.
(ii) This 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 Amendment.
(c) Each Credit Party represents and warrants to the Lenders that (i)
the representations and warranties of the Credit Parties set forth in each
of Section 6 of the
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Credit Agreement are true and correct as of the date hereof, except those
representations and warranties that expressly relate to a specific prior
date (ii) no Default or an Event of Default has occurred or is continuing
and (iii) it has no claims, counterclaims, offsets, credits or defenses to
its obligations under the Credit Documents or to the extent it has any they
are hereby released in consideration of the Required Lenders entering into
this Amendment.
(d) This 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. Delivery of an executed
counterpart of this Amendment by telecopy shall be effective as an original
and shall constitute a representation that an executed original shall be
delivered.
(e) THIS 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 Amendment
to be duly executed and delivered as of the date first above written.
BORROWER: IPC, INC.
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a Delaware corporation
By:
Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
GUARANTORS: IVEX PACKAGING CORPORATION
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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
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XXXXXX ACQUISITION, INC.
a Delaware 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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ULTRA PAC, INC.
a Minnesota corporation
PACTUCO ACQUISITION, INC.
a Delaware corporation
By:
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Name: G. Xxxxxxx Xxxxxxxxx
Title: Secretary of each of the
above named Guarantor
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