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EXHIBIT 10.55
FIFTEENTH AMENDMENT AND WAIVER
FIFTEENTH AMENDMENT AND WAIVER (this "Amendment"), dated as of July 2,
1999, among ANCHOR GLASS CONTAINER CORPORATION, f/k/a Anchor Glass Acquisition
Corporation, a Delaware Corporation (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (the "Lenders"),
BANKERS TRUST COMPANY, as an Issuing Bank (an "Issuing Bank"), BT COMMERCIAL
CORPORATION, acting as Co-Syndication Agent and Agent (the "Agent"), and PNC
BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent and as an Issuing Bank (an
"Issuing Bank"). All capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders, the Issuing Banks and the Agent
are parties to a Credit Agreement, dated as of February 5, 1997 (as amended,
modified or supplemented through the date hereof, the "Credit Agreement");
WHEREAS, G&G Investments, Inc. ("G&G") and the Borrower are parties to
an Intercompany Note, dated as of September 8, 1998 (the "Intercompany Note"),
in the principal amount of U.S. $17,330,021.37, between G&G, as Maker, and the
Borrower, as Holder;
WHEREAS, the parties hereto wish to amend and/or waive certain
provisions of the Credit Agreement as herein provided, subject to and on the
terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Notwithstanding any provision of the Credit Agreement, the Borrower
may amend the Intercompany Note to extend the Maturity Date thereof to August
31, 1999.
2. Section 8.6 is waived to the extent necessary to permit the
Borrower to pay a cash dividend, not to exceed $1.5 million in the aggregate,
on the Series A Preferred Stock.
3. In order to induce the Lenders to enter into this Amendment, the
Borrower hereby represents and warrants that (i) the representations,
warranties and agreements contained in Article 6 of the Credit Agreement are
true and correct in all material respects on and as of the Fifteenth Amendment
Effective Date (as defined in Section 6 of this Amendment and after giving
effect thereto) (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date)
and (ii) there exists no Default or Event of Default on the Fifteenth Amendment
Effective Date, after giving effect to this Amendment.
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4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
5. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower, the Agent and each Lender.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
7. This Amendment shall become effective on the date (the "Fifteenth
Amendment Effective Date") when the Borrower and the Required Lenders shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of facsimile transmission) the same
to the Agent at its address for notice provided for in the Credit Agreement.
8. From and after the Fifteenth Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
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IN WITNESS WHEREOF, 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.
ANCHOR GLASS CONTAINER CORPORATION
By: /s/ M. Xxxxxxx Xxxxxxxx, Xx.
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Name: M. Xxxxxxx Xxxxxxxx, Xx.
Title: Senior Vice President &
Chief Financial Officer
BT COMMERCIAL CORPORATION,
Individually, as Agent and as
Co-Syndication Agent
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
Individually, as Co-Syndication Agent
and Issuing Bank
By: /s/ Xxxxxx X. Xxxxx Xxxxx
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Name: Xxxxxx X. Xxxxx Xxxxx
Title: Vice President
BANKERS TRUST COMPANY, as Issuing Bank
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
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THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Senior Vice President
CORESTATES BANK, N.A.
By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: Asst. Vice President
FLEET BANK
By:
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Name:
Title:
KEY CORPORATE CAPITAL, INC.
By:
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Name:
Title:
MELLON BANK, N.A.
By:
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Name:
Title:
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XXXXXXXX XXXX XX XXXXXX
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President & Manager
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/ Xxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President
SUMMIT COMMERCIAL/GIBRALTAR CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
