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-4 — Exhibit 10.13(C)
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EXHIBIT 10.13(c)
AMENDMENT NO. 5 TO EQUIPMENT LEASE AGREEMENT
This Amendment No. 5 to Equipment Lease Agreement (this "Amendment"),
executed as of December 1, 1995 and effective as of the Payment Date (as
defined in the Lease) on November 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 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 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 21 OF LEASE. Section 21 of the Lease is hereby
amended by deleting the second sentence thereof in its entirety and by
substituting therefor the following:
"The Fixed Purchase Price of the Equipment shall
be an amount equal to (i) $800,448, less (ii) an amount
determined by multiplying $800,448 by a fraction, the
numerator of which shall be equal to the sum of (A) the
Total Funding Amount of all items of Equipment theretofore
purchased by Lessee under Sections 20(a), (b) or (c) hereof,
the purchase price of which has been paid to Lessor, (B) the
Total Funding Amount of all items of Equipment as to which a
Total Loss has occurred and Lessee has paid Lessor the
Stipulated Loss Value thereof, and (C) the Total Funding
Amount of all items of Equipment as to which Lessor
shall have given its express written consent to the
early termination of this Lease with respect thereto, the
purchase price of which has been paid to Lessor, and
the denominator of which shall be the original Total
Funding Amount of all Equipment subject to this Lease
on the Lease Commencement Date, together with all rent
and other sums then due on such date, plus all taxes
and charges upon sale and all other expenses incurred by
Lessor in connection with such sale".
2.2 EQUIPMENT SCHEDULE NO. 1. Equipment Schedule
No. 1 dated as of April 4, 1994 is deleted in its entirety and
Equipment Schedule No. 2 executed as of December 1, 1995 and
effective as of November 4, 1995 and attached hereto as EXHIBIT A
is substituted in lieu thereof. Prior to the execution and delivery
of this Amendment, Lessee shall have paid (i) $591,406.64 to Lessor
in payment for the equipment listed on EXHIBIT B-1 hereto (this
payment is comprised of $585,551.13, representing the Termination
Value of such equipment, plus $5,855.51, representing a one percent
(1%) early termination fee) and (ii) $729,287 to Lessor in payment
for the equipment listed on Exhibit B-2 hereto (representing the
Termination Value of such equipment).
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; and
(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.
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 |
| | 12/1/95 | | 1 | | 2 |
| | 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 | | 2 |
| List all Filings |
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