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-9 — Exhibit 10.14(D)
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EXHIBIT 10.14(d)
AMENDMENT NO. 4 TO EQUIPMENT SUBLEASE AGREEMENT (RHINO-X)
This Amendment No. 4 to Equipment Sublease Agreement (this "Amendment")
executed as of November 13, 1995 and effective as of September 30, 1995 is by
and between Carlisle Plastics, Inc., a Delaware corporation ("Sublessor"), and
Rhino-X Industries, Inc., a Delaware corporation ("Sublessee").
RECITALS
--------
A. General Electric Capital Corporation, as Agent for itself and
certain Participants ("Lessor"), and Sublessor are parties to that certain
Equipment Lease Agreement dated as of April 4, 1994, as amended by that certain
First Amendment to Equipment Lease Agreement dated as of August 17, 1994, that
certain Amendment No. 2 to Equipment Lease Agreement dated as of October 25,
1994, that certain Amendment No. 3 to Equipment Lease Agreement dated as of
June 14, 1995 and that certain Amendment No. 4 to Equipment Lease Agreement
executed as of November 13, 1995 and effective as of September 30, 1995 (as the
same may be amended, restated, supplemented or otherwise modified and in effect
from time to time, the "Lease") whereby Lessor agreed to lease to Sublessor,
and Sublessor agreed to lease from Lessor, the equipment described in Equipment
Schedule No. 1 thereto (as the same may be amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Lease Equipment
Schedule");
B. Sublessor and Sublessee are parties to that certain Equipment
Sublease Agreement dated as of April 4, 1994, as amended by that certain First
Amendment to Equipment Sublease Agreement dated as of May 23, 1994, that
certain Second Amendment to Equipment Sublease Agreement dated as of August 17,
1994, that certain Amendment No. 2 to Equipment Sublease Agreement dated as of
October 25, 1994 and that certain Amendment No. 3 to Equipment Sublease
Agreement dated as of June 14, 1995 (as the same may be amended, restated,
supplemented or otherwise modified and in effect from time to time, the
"Sublease") whereby Sublessor agreed to lease to Sublessee, and Sublessee
agreed to lease from Sublessor, certain items of equipment described on Exhibit
A thereto (the "Sublease Equipment"), which Sublease Equipment was comprised of
equipment leased by Sublessor from Sublessee pursuant to the Lease;
C. Lessor and Sublessor are parties to that certain Consent to
Sublease dated April 4, 1994 (as the same may be amended, restated,
supplemented or otherwise modified and in effect from time to time, the
"Consent") pursuant to which Lessor consented to the sublease of the Sublease
Equipment by Sublessor to Sublessee;
D. In order to change certain financial covenants Sublessee and
Sublessor have agreed to further amend the Lease in the manner set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have their meaning as defined in Exhibit B to the Sublease.
2. AMENDMENT TO SECTION (b) OF EXHIBIT G-1 TO THE SUBLEASE. Exhibit
G-1 to the Sublease is hereby amended by deleting in its entirety clause (b)
thereof and by substituting therefor the following:
"(b) MINIMUM NET WORTH. Lessee 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
[Download Table]
June 30, 1997 $85,800,000
December 31, 1997 $92,200,000
June 30, 1998 $95,600,000
December 31, 1998 $103,300,000"
3. CONDITIONS TO EFFECTIVENESS. This Amendment shall not
become effective until the following conditions shall have been satisfied
in full, in Lessor's sole discretion:
(a) Lessor shall have received original counterparts of this
Amendment, duly executed by each party hereto; and
(b) on and as of the date hereof, the representations and
warranties of Sublessor and Sublessee made pursuant to Section 4 hereof
shall be true, accurate and complete in all respects.
4. REPRESENTATIONS AND WARRANTIES OF SUBLESSOR AND SUBLESSEE.
Sublessor and Sublessee make the following representations and warranties,
each of which shall survive the execution and delivery of this Amendment:
(a) as of the date hereof, no Default or Potential Default has
occurred and is continuing under the Sublease or the Lease and, after
giving effect to this Amendment and the transactions contemplated hereby,
no Default or Potential Default shall have occurred and be continuing
under the Sublease or the Lease;
(b) as of the date hereof and after giving effect to this Amendment
and the transactions contemplated hereby, the representations and
warranties of Sublessor and Sublessee contained in the Lease Documents are
true, accurate and complete in all respects on and as of the date hereof
to the same extent as though made on and as of the date hereof, except to
the extent that any such representation or warranty expressly relates to
an earlier date; and
(c) the execution, delivery and performance by Sublessor and
Sublessee of this Amendment and each of the agreements, schedules,
exhibits, certificates, documents and other instruments attached hereto,
described herein or contemplated hereby to which such Person is a party are
within its corporate power and have been duly authorized by all necessary
corporate action on the part of such Person (including, without limitation,
resolutions of the board of directors and, as applicable, the stockholders,
of such Person), and this Amendment and such agreements, schedules,
exhibits, certificates, documents and instruments are the legal, valid
and binding obligation of each such Person enforceable against each such
Person in accordance with their respective terms, except as enforceability
may be limited by bankruptcy, insolvency or other similar laws affecting
the rights of creditors generally or by application of general principles
of equity.
5. REFERENCE TO AND EFFECT ON THE LEASE.
5.1 This Amendment shall be effective upon (i) the receipt by
Lessor of executed counterparts hereof or of telecopied confirmation of
the execution and mailing of this Amendment, and the satisfaction, in the
opinion of Sublessee, of all conditions to the termination contained or
referred to herein. On or after the effective date hereof, each reference
in the Sublease to "this Sublease," "hereunder," "hereof," "herein," or
words of like import and each reference to the Sublease in each document
executed in connection therewith shall mean and be a reference to the
Sublease as amended hereby.
5.2 All of the terms, conditions and covenants of the Sublease
and the other documents executed in connection therewith shall remain
unaltered and in full force and effect and shall be binding upon Sublessee
in all respects and are hereby ratified and confirmed.
5.3 Except as specifically amended hereby, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver
of (a) any right, power or remedy of Lessor under the Lease or the
Sublease or any of the documents executed in connection therewith, or
(b) any Default or Potential Default under the Lease or the Sublease.
6. COSTS AND EXPENSES. Sublessor agrees to pay on demand all
reasonable and documented costs and expenses of Lessor in connection with the
preparation, execution and delivery of this Amendment and the transactions
contemplated hereby, including the reasonable fees and out-of-pocket expenses
of counsel for Lessor with respect thereto.
7. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.
8. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
9. RATIFICATION. Except as expressly amended hereby, all of the
representations, warranties, provisions, covenants, terms and conditions of
the Sublease and the Lease shall remain unaltered and in full force and effect
as amended hereby.
IN WITNESS WHEREOF, Sublessor and Sublessee have caused this
Amendment to be duly executed. This Amendment is executed as of November 13,
1995 but shall be deemed effective as of September 30, 1995.
CARLISLE PLASTICS, INC.,
a Delaware corporation,
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Chief Financial Officer
RHINO-X INDUSTRIES, INC.,
a Delaware corporation
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Vice President, Secretary and Chief Financial Officer
Dates Referenced Herein and Documents Incorporated by Reference
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