Carlisle Plastics Inc – ‘10-K’ for 12/31/95 – EX-10

As of:  Thursday, 5/30/96   ·   For:  12/31/95   ·   Accession #:  846902-96-5   ·   File #:  1-10756

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report on Form 10-K                            35    168K 
 2: EX-1        Exhibit 10.7                                           6     25K 
 3: EX-2        Exhibit 10.13(A)                                       2     11K 
 4: EX-3        Exhibit 10.13(B)                                       4     22K 
 5: EX-4        Exhibit 10.13(C)                                       5     20K 
 6: EX-5        Exhibit 10.13(D)                                       5     21K 
 7: EX-6        Exhibit 10.14(A)                                       2     11K 
 8: EX-7        Exhibit 10.14(B)                                       2     11K 
 9: EX-8        Exhibit 10.14(C)                                       5     23K 
10: EX-9        Exhibit 10.14(D)                                       5     24K 
11: EX-10       Exhibit 10.18                                          4     21K 
12: EX-11       Statement re: Computation of Earnings Per Share        2±     9K 
13: EX-12       Exhibit 21                                             1      6K 
14: EX-13       Exhibit 23                                             1      7K 
15: EX-14       Exhibit 27                                             1      8K 

EX-10   —   Exhibit 10.18
Exhibit Table of Contents

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                                                                 EXHIBIT 10.18

AMENDMENT NO. 3 
TO  
RECEIVABLES FUNDING AND SERVICING AGREEMENT 

        This AMENDMENT NO. 3, executed as of November 13, 1995 and effective
as of September 30, 1995 ("Amendment No. 3") to the Receivables Funding and     
Servicing Agreement, dated as of April 14, 1994, as amended by Amendment No. 1  
thereto dated as of October 25, 1994 and by Amendment No. 2 thereto dated as of 
June 14, 1995 (the "Original Funding Agreement"), is by and among CARLISLE      
PLASTICS FUNDING CORPORATION, a Delaware corporation ("Borrower"), REDWOOD      
RECEIVABLES CORPORATION, a Delaware corporation, as Lender (as such, together   
with its successors and assigns, the "Lender"), GENERAL ELECTRIC CAPITAL        
CORPORATION, in its capacity as operating agent (as such, together with its     
successors and assigns, the "Operating Agent") and in its capacity as           
Collateral Agent for the Liquidity Agent, the Liquidity Lenders, the Letter of  
Credit Agent, the Letter of Credit Providers and the CP Holders (as such,       
together with its successors and assigns, the "Collateral Agent") and CARLISLE  
PLASTICS, INC., a Delaware corporation (as such, together with its successors   
and assigns, the "Parent"), as Servicer (as such, together with its successors  
and permitted assigns, the "Servicer").  Capitalized terms used and not defined 
herein shall have the meanings specified in the Original Funding Agreement.     

       The Borrower, the Lender, the Operating Agent, the Collateral Agent
and the Parent agree as follows:                                                

1.   The Borrower represents and warrants as follows:       

            (a)  The Borrower has the corporate power, authority and legal
  right to execute, deliver and perform the Original Funding Agreement, as
   amended hereby, and to borrow the Funding Loans thereunder.  The Borrower
has taken all necessary corporate action to authorize the borrowing of
 Loans on the terms and conditions of the Original Funding Agreement, as
amended hereby, and the execution, delivery and performance of this   
  Amendment No. 3.  No consent, license, permit, approval or authorization
of, exemption by, notice or report to or registration, filing or      
    declaration with any Governmental Authority is required for the execution,
delivery and performance by the Borrower of the Original Funding      
   Agreement, as amended hereby, which has not been obtained, made, given or
   accomplished.  The Original Funding Agreement, as amended hereby, and the
    Note have each been executed and delivered by a duly authorized officer of
   the Borrower and each constitutes a legal, valid and binding agreement or
   obligation of the Borrower enforceable against the Borrower in accordance
with its terms.                                                       

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             (b)  The execution, delivery and performance by the Borrower of
     the Original Funding Agreement, as amended hereby, will not violate (i) any
 provision of any existing law or regulation applicable to the Borrower,
  (ii) any provision of any order, judgment, award or decree of any court,
    arbitrator or governmental authority applicable to the Borrower, (iii) the
Certificate of Incorporation or By-Laws of the Borrower, or (iv) any  
mortgage, indenture, lease, contract or other agreement, instrument or
  undertaking to which the Borrower is a party or by which the Borrower or
    any of its assets may be bound, and will not, except as otherwise provided
in any Redwood Program Document, result in or require the creation or 
    imposition of any Adverse Claim on any of its property, assets or revenues
pursuant to the provisions of any such mortgage, indenture, lease,    
contract or other agreement, instrument or undertaking.               

       2.   Schedule 9 of the Original Funding Agreement is hereby amended
as attached hereto.                                                             

       3.   The miscellaneous provisions under ARTICLE XIV of the Original
Funding Agreement, together with the definitions of all terms used therein, and 
all other sections of the Original Funding Agreement to which such sections     
refer are hereby incorporated by reference as if the provisions thereof were    
set forth in full herein, except that (a) the terms "Original Funding           
Agreement" and "Agreement" shall be deemed to refer to the Original Funding     
Agreement, as amended hereby; (b) the terms "this Original Funding Agreement"   
and "this Agreement" shall be deemed to refer to the Original Funding Agreement 
as amended hereby; and (c) the terms "hereunder", "hereby" and "hereto" shall   
be deemed to refer to the Original Funding Agreement as amended hereby.         

    4.   The Original Funding Agreement, as amended hereby, shall be
deemed to be amended hereby to the extent necessary, if any, to give effect to  
this Amendment No. 3.  Except as so amended hereby, the Original Funding        
Agreement shall remain in full force and effect in accordance with their        
respective terms.  Except as  amended hereby, all provisions, terms and         
conditions, covenants, and representations and warranties of the Original       
Funding Agreement shall remain in full force and effect in accordance with its  
terms.  The execution and delivery of this Amendment No. 3 by the Lender, the   
Collateral Agent and the Operating Agent shall not waive or be deemed to waive  
any default which has occurred or which may be occurring in respect of the      
Original Funding Agreement.                                                     

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   IN WITNESS WHEREOF, each of the parties hereto have caused this
Amendment No. 3 to be duly executed and delivered by its proper and duly        
authorized officer.  This Amendment No. 3 is executed as of November 13, 1995   
but shall be deemed effective as of September 30, 1995.                         

CARLISLE PLASTICS FUNDING CORPORATION,                                          
as Borrower                                                                     

By:    /s/ Patrick J. O'Leary                                                   
-------------------------                                         
Name:  Patrick J. O'Leary                                                       
Title: Chief Financial Officer                                                  

REDWOOD RECEIVABLES CORPORATION,                                                
as Lender                                                                       

By:    /s/ Catharine L. Midkiff                                                 
-------------------------                                         
Name:  Catharine L. Midkiff                                                     
Title: Assistant Secretary                                                      

CARLISLE PLASTICS, INC.,                                                        
as Servicer                                                                     

By:    /s/ Patrick J. O'Leary                                                   
-------------------------                                         
Name:  Patrick J. O'Leary                                                       
Title: Chief Financial Officer                                                  

GENERAL ELECTRIC CAPITAL CORPORATION,                                           
as Operating Agent and Collateral Agent                                         

By:    /s/ Thomas E. Johnstone                                                  
-------------------------                                         
Name:  Thomas E. Johnstone                                                      
Title: Vice President - Commercial Finance                                      

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EXHIBIT TO  
AMENDMENT NO. 3 TO RECEIVABLES  
FUNDING AND SERVICING AGREEMENT 

       Schedule 9 of the Original Funding Agreement is amended by deleting
subparagraph (b) of Paragraph 1 of said Schedule 9 in its entirety and          
substituting therefor the following:                                            

   (b)  MINIMUM NET WORTH.  The Servicer and its Subsidiaries on a
consolidated basis shall have, as at each of the dates set forth below (and     
shall maintain at all times during the period from and including such date      
through but excluding the next date immediately succeeding such date), Net      
Worth equal to or greater than the amount set forth opposite such date:         

                                                                [Download Table]

     DATE                       MINIMUM NET WORTH      
     ----                       -----------------      
                                                       
June 30, 1994              The higher of $66,000,000 or
                           Equity as of April 30, 1994 

September 30, 1994         The higher of $66,000,000 or
                           Equity as of April 30, 1994 

December 31, 1994          $68,000,000                 

March 31, 1995             $69,400,000                 

June 30, 1995              $71,300,000                 

September 30, 1995         $70,000,000                 

December 31, 1995          $74,100,000                 

June 30, 1996              $76,000,000                 

December 31, 1996          $81,100,000                 

*  *  *  *  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		12/31/96		4
		6/30/96		4
Filed on:		5/30/96
For Period End:		12/31/95		4					10-K/A
		11/13/95		1		3
		9/30/95		1		4			10-Q
		6/30/95		4					10-Q
		6/14/95		1
		3/31/95		4					10-Q
		12/31/94		4					10-K
		10/25/94		1
		9/30/94		4					10-Q
		6/30/94		4					10-Q,  11-K
		4/30/94		4
		4/14/94		1
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