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-3 — Exhibit 10.13(B)
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EXHIBIT 10.13(b)
AMENDMENT NO. 4 TO EQUIPMENT LEASE AGREEMENT
This Amendment No. 4 to Equipment Lease 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 ("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, and that
certain Amendment No. 3 to Equipment Lease Agreement dated as of June 14,
1995 (as the same may be hereafter amended, restated, supplemental or
otherwise modified from time to time, the "Lease").
B. In order to change certain financial covenants of Lessee, 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 (b) OF EXHIBIT G-1. Exhibit G-1 to the Lease 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:
<PAGE)
[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, 199 $76,000,000
December 31, 1996 $81,100,000
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. 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 Document 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. This Amendment is executed as of November 13, 1995 but
shall be deemed effective as of September 30, 1995.
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.,
a Delaware corporation
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Chief Financial Officer
Dates Referenced Herein and Documents Incorporated by Reference
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