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-1 — Exhibit 10.7
| EX-1 | 1st Page of 6 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 10.7
FIFTH AMENDMENT TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Fifth Amendment"),
executed as of November 13, 1995 and effective as of September 30, 1995, is by
and among CARLISLE PLASTICS, INC., a Delaware corporation, as Borrower (the
"Borrower"), A&E PRODUCTS (FAR EAST) LTD., a Hong Kong corporation, PLASTICOS
BAJACAL S.A. DE C.V., a Mexican corporation, RHINO-X INDUSTRIES, INC., a
Delaware corporation, A&E KOREA, LTD., a Delaware corporation and AMERICAN
WESTERN CORPORATION, a Delaware corporation, collectively as the Co-Obligors
(the "Co-Obligors"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation, as Agent and as Lender (the "Agent").
RECITALS
--------
A. The parties hereto are parties to that certain Credit Agreement
dated as of March 9, 1994, as amended by that certain First Amendment to Credit
Agreement and Security Agreement dated as of April 14, 1994, that certain
Second Amendment to Credit Agreement dated as of April 15, 1994, that certain
Third Amendment to Credit Agreement dated as of October 25, 1994 and that
certain Fourth Amendment to Credit Agreement dated as of June 14, 1995 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), pursuant to which Lender has made and may hereafter make
loans and advances and other extensions of credit to Borrower; and
B. Borrower and Co-Obligors desire, and Agent is willing, to
further amend certain provisions of the Credit Agreement, all on the terms and
conditions set forth in this Fifth Amendment. These Recitals shall be
construed as part of this Fifth Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. DEFINED TERMS; LOAN DOCUMENT. Each capitalized term used in
this Fifth Amendment and not otherwise defined in this Fifth Amendment shall
have the meaning ascribed thereto in SCHEDULE A to the Credit Agreement. This
Fifth Amendment shall constitute a Loan Document.
2. AMENDMENT OF THE CREDIT AGREEMENT. SCHEDULE 6.11 to the Credit
Agreement is hereby amended by deleting in its entirety clause (b) thereof and
by substituting therefor the following:
"(b) MINIMUM NET WORTH. Borrower 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"
3. CONDITIONS TO EFFECTIVENESS. This Fifth Amendment shall not
become effective, and Agent and Lenders shall have no obligation hereunder,
until the following conditions shall have been satisfied in full, in Agent's
sole discretion:
(a) Agent shall have received original counterparts of this Fifth
Amendment, duly executed by each party hereto; and
(b) on and as of the date hereof, the representations and warranties
of Borrower made pursuant to SECTION 4 hereof shall be true, accurate and
complete in all respects.
4. REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce
Agent and Lender to enter into this Fifth Amendment, Borrower hereby makes the
following representations and warranties, each of which shall survive the
execution and delivery of this Fifth Amendment:
(a) as of the date hereof, no Default or Event of Default has
occurred and is continuing and, after giving effect to this Fifth
Amendment and the transactions contemplated hereby, no Default or Event of
Default shall have occurred and be continuing;
(b) as of the date hereof and after giving effect to this Fifth
Amendment and the transactions contemplated hereby, the representations
and warranties of Borrower and each of the Co-Obligors contained in the
Loan 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 Borrower and each of
the Co-Obligors of this Fifth 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 Fifth 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 CREDIT AGREEMENT.
5.1 Except as specifically amended above, the Credit Agreement
and each of the Schedules thereto shall remain in full force and effect
and the Credit Agreement (including SCHEDULE 6.11, Financial Covenants),
as amended by this Fifth Amendment, is hereby ratified and confirmed in
all respects.
5.2 Except to the extent the Credit Agreement has been amended
by the terms hereof or as otherwise expressly provided herein, the
execution, delivery and effectiveness of this Fifth Amendment shall not
operate as a waiver of any right, power or remedy of Agent under the
Credit Agreement or any of the other Loan Documents, or constitute a
waiver of any provision of the Credit Agreement or any of the other Loan
Documents.
5.3 Upon the effectiveness of this Fifth Amendment each
reference in (a) the Credit Agreement to "this Agreement," "hereunder,"
"hereof," or words of similar import and (b) any other Loan Document to
"the Credit Agreement," shall, in each case, mean and be a reference to
the Credit Agreement (including SCHEDULE 6.11, Financial Covenants), as
amended hereby.
6. MISCELLANEOUS.
6.1 FEES AND EXPENSES. Borrower agrees to pay on demand all
fees, costs and expenses incurred by or otherwise due to Agent in
connection with the preparation, execution and delivery of this Fifth
Amendment, together with all fees, costs and expenses incurred by or
otherwise due to Agent prior to the date hereof which are payable by
Borrower pursuant to the Credit Agreement.
6.2 HEADINGS. Section headings in this Fifth Amendment are
included herein for convenience of reference only and shall not constitute
a part of this Fifth Amendment for any other purpose.
6.3. COUNTERPARTS. This Fifth Amendment may be executed in any
number of separate counterparts, each of which shall collectively and
separately constitute one agreement.
6.4 GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS FIFTH AMENDMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS AND DECISIONS OF THE STATE OF NEW
YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES) APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.
* * * *
IN WITNESS WHEREOF, each party hereto has caused this Fifth Amendment
to be duly executed and delivered by its proper and duly authorized officer.
This Fifth 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 and Lender
By: /s/ Thomas E. Johnstone
-------------------------
Name: Thomas E. Johnstone
Title: Vice President-Commercial Finance Inc.
CARLISLE PLASTICS, INC.,
a Delaware corporation
By: /s/ Patrick J. O'Leary
--------------------------
Name: Patrick J. O'Leary
Title: Chief Financial Officer
A&E PRODUCTS (FAR EAST) LTD.,
a Hong Kong corporation
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Director
PLASTICOS BAJACAL S.A. DE C.V.,
a Mexican corporation
By: /s/ Clifford A. Deupree
-------------------------
Name: Clifford A. Deupree
Title: Sole Administrator
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
A&E-KOREA, LTD.,
a Delaware corporation
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Vice President, Secretary and Chief Financial Officer
AMERICAN WESTERN CORPORATION,
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
↑Top
Filing Submission 0000846902-96-000005 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 18, 10:22:59.1pm ET 
