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-5 — Exhibit 10.13(D)
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EXHIBIT 10.13(d)
AMENDMENT NO. 6 TO EQUIPMENT LEASE AGREEMENT
This Amendment No. 6 to Equipment Lease Agreement (this "Amendment"),
executed as of December 29, 1995 and effective as of the Payment Date (as
defined in the Lease) on December 4, 1995, is by and between Carlisle Plastics,
Inc., a Delaware corporation ("Lessee"), and General Electric Capital
Corporation, a New York corporation, as Agent for itself and certain
Participants ("Lessor").
RECITALS
--------
A. Lessee and Lessor are parties to an 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, that
certain Amendment No. 4 to Equipment Lease Agreement executed as of
November 13, 1995 and effective as of September 30, 1995 and that certain
Amendment No. 5 to Equipment Lease Agreement executed as of December 1,
1995 and effective as of November 4, 1995 (as the same may be hereafter
amended, restated, supplemented or otherwise modified from time to time, the
"Lease").
B. In order to reflect the termination of the Lease with respect
to certain items of Equipment (the "Terminated Equipment"), Lessee and
Lessor 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 Lease.
2. AMENDMENTS TO LEASE.
2.1 SECTION 20 OF LEASE. Section 20 of the Lease is hereby
amended by deleting the subsection (a) thereof in its entirety and by
substituting therefor the following:
"(a) Notwithstanding any provision in this Lease to the
contrary, if no Default shall have occurred and be continuing,
Lessee shall have the option, exercisable by written notice
delivered not less than 90 days prior to the proposed purchase
date (unless Lessor shall consent to written notice being delivered
at some later date), on any two Payment Dates in a calendar year
(unless Lessor shall consent to purchases on more than two Payment
Dates in a calendar year), to purchase any item of Equipment that
has become technologically obsolete for Lessee's purposes at a
purchase price equal to the sum of (i) the Termination Value of
such Equipment, plus (ii) if the Option to Convert has been exercised,
the Make Whole Premium, if any, plus (iii) in the case of any
termination prior to one year after the Lease Commencement Date,
an additional amount equal to 1% of the Termination Value of such
Equipment (such amount, the "Termination Premium") in payment of
Lessor's administrative expenses, provided that (A) no Termination
Premium shall be payable in the event that the purchase is caused
by a change in control of Lessee's voting stock; and (B) the
Termination Premium shall be equal to 0.5% of the Termination
Value of such Equipment if the purchase price is paid from the
proceeds of any offering of Lessee's equity securities that is
registered under the Securities Act of 1933, as amended, plus (iv)
all rent and other sums then due on such date, plus (v) all taxes
and charges upon sale and all expenses incurred by Lessor in
connection with such sale; provided, that after giving effect to
any such purchase the Total Funding Amount of all Equipment purchased
under this Section 20(a) shall not exceed 25% of the cumulative
original Total Funding Amount of all items of Equipment subject
to this Lease".
2.2 EQUIPMENT SCHEDULE NO. 2. Equipment Schedule No. 2
dated as of November 4, 1995 is deleted in its entirety and Equipment
Schedule No. 3 executed as of December 29, 1995 and effective as of
December 4, 1995 and attached hereto as Exhibit A is substituted in
lieu thereof.
3. OBLIGATIONS UNDER LEASE. Notwithstanding anything to the
contrary contained herein or in any agreement, document or instrument executed
in connection herewith, Lessee hereby acknowledges and agrees that Lessee
shall remain fully liable for any obligations of Lessee with respect to the
Terminated Equipment arising or accruing prior to the date hereof and in
respect of acts, omissions or events occurring, relating to or arising in
connection with the Terminated Equipment prior to the termination of the Lease
with respect thereto, regardless of when the same may be asserted.
4. CONDITIONS TO EFFECTIVENESS. This Amendment shall not become
effective, and Lessor shall have no obligation hereunder, 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;
(b) on and as of the date hereof, the representations and
warranties of Lessee made pursuant to SECTION 5 hereof shall be true,
accurate and complete in all respects.
(c) prior to the execution and delivery of this Amendment, Lessee
shall have paid to Lessor a total of $2,830,517.95, calculated as the sum
of (i) $2,646,482.22 in payment to Lessor for the equipment listed on
EXHIBIT B-1 hereto (representing the Termination Value of such equipment),
plus (ii) $196,777.78 in payment to Lessor for the equipment listed on
EXHIBIT B-2 hereto (representing the Termination Value of such equipment),
minus (iii) $12,742.05 which is credited to Lessee in refund of an
overpayment by Lessee in connection with a previous purchase of equipment.
5. REPRESENTATIONS AND WARRANTIES OF LESSEE. In order to induce
Lessor to enter into this Amendment, Lessee makes 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 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 Lease;
(b) as of the date hereof and after giving effect to this
Amendment and the transactions contemplated hereby, the representations
and warranties of Lessee 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 Lessee 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.
6. REFERENCE TO AND EFFECT ON THE LEASE.
6.1 This Amendment shall be effective upon (i) the receipt
by Lessee and Lessor of executed counterparts hereof or of telecopied
confirmation of the execution and mailing of this Amendment, and the
satisfaction, in the opinion of Lessor, of all conditions to the
termination contained or referred to herein. On or after the effective
date hereof, each reference in the Lease to "this Lease," "hereunder,"
"hereof," "herein," or words of like import and each reference to the
Lease in each document executed in connection therewith shall mean and
be a reference to the Lease as amended hereby.
6.2 All of the terms, conditions and covenants of the Lease
and the other documents executed in connection therewith shall remain
unaltered and in full force and effect and shall be binding upon Lessee
in all respects and are hereby ratified and confirmed.
6.3 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
any of the documents executed in connection therewith, or (b) any
Default or Potential Default under the Lease.
7. COSTS AND EXPENSES. Lessee 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.
8. 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.
9. 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.
10. RATIFICATION. Except as expressly amended hereby, all of the
representations, warranties, provisions, covenants, terms and conditions of
the Lease shall remain unaltered and in full force and effect as amended
hereby.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Amendment
to be duly executed as of the day and year first set forth above.
GENERAL ELECTRIC CAPITAL CORPORATION,
a New York corporation,
as Agent for itself and certain Participants
By: /s/ James R. Newman
-------------------------
Name: James R. Newman
Title: Credit Manager
CARLISLE PLASTICS, INC.
By: /s/ Cheryl J. Sauter
-------------------------
Name: Cheryl J. Sauter
Title: Treasurer
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 5/30/96 |
| For Period End: | | 12/31/95 | | | | | | | 10-K/A |
| | 12/29/95 | | 1 | | 2 |
| | 12/4/95 | | 1 | | 2 |
| | 12/1/95 | | 1 |
| | 11/13/95 | | 1 |
| | 11/4/95 | | 1 | | 2 |
| | 9/30/95 | | 1 | | | | | 10-Q |
| | 6/14/95 | | 1 |
| | 10/25/94 | | 1 |
| | 8/17/94 | | 1 |
| | 4/4/94 | | 1 |
| List all Filings |
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