EXHIBIT 10.5
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT, dated as September 18, 2002 (this "Second Amendment"), with respect
to the Fourth Amended and Restated Revolving Credit Agreement dated as of August
20, 2001 (as amended, the "Credit Agreement"), among Comerica Bank and the other
financial institutions from time to time parties thereto (individually, a
"Lender", and collectively, "Lenders"), Comerica Bank, as Agent for the Lenders
(in such capacity, "Agent"), Plastipak Holdings, Inc., a Michigan corporation
("Holdings"), Plastipak Packaging, Inc., a Delaware corporation, Whiteline
Express, Ltd., a Delaware corporation, ▇▇▇▇ Realty, LLC, a Michigan limited
liability company, and Clean Tech, Inc., a Michigan corporation ("Borrowers"),
and Plastipak Packaging do Brazil, Ltda, a limited liability quota company
organized under the laws of Brazil ("Plastipak Brazil").
W I T N E S S E T H
WHEREAS, the Lenders, the Agent, the Borrowers, Holdings and Plastipak
Brazil are parties to the Credit Agreement; and
WHEREAS, the Borrowers have requested the Agent and the Lenders amend
the Credit Agreement as set forth below; and
WHEREAS, the Agent and the Lenders are willing to amend the Credit
Agreement on the terms and conditions provided herein;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, it is hereby agreed as follows:
ARTICLE I. -- DEFINITIONS AND AMENDMENTS
1.1 Defined Terms. Capitalized terms used herein which are defined in
the Credit Agreement are used herein with such defined meanings.
1.2 Amendments to Section 1. (a)The following definition is amended to
read in its entirety as follows:
"Senior Unsecured Notes" shall mean (a) the 10.75% Senior
Notes of Holdings due 2011 in the original principal amount of
$275,000,000, and the notes of Holdings issued in exchange therefor
pursuant to the Registration Rights Agreement entered into in
connection with the Senior Unsecured Debt Documents and (b) the 2002
Senior Notes, and the notes of Holdings issued in exchange therefor
pursuant to any Registration Rights Agreement entered into in
connection with the Senior Unsecured Debt Documents.
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EXHIBIT 10.5
(b) The following definition is added to Section 1, in its
appropriate alphabetical place:
"2002 Senior Notes" shall mean the unsecured notes to be
issued by Holdings in 2002 pursuant to an amendment to the Senior
Unsecured Debt Indenture, which notes shall (a) be in a principal
amount not to exceed $50,000,000, (b) bear interest at a rate not to
exceed 10.75% per annum, and (c) otherwise be on terms no less
favorable to Holdings than the 10.75% Senior Notes of Holdings due 2011
in the original principal amount of $275,000,000.
1.3 Amendment to Section 7.11. Section 7.11 is amended to read in its
entirety as follows:
"7.11 Leverage Ratio. Maintain a Leverage Ratio of not more
than the following, as of the end of each fiscal quarter of Holdings
during the periods indicated below:
August 3, 2002 through November 1, 2002 4.25 to 1.0
November 2, 2002 through October 31, 2003 4.50 to 1.0
November 1, 2003 through October 29, 2004 4.25 to 1.0
October 30, 2004 through October 28, 2005 4.00 to 1.0
October 29, 2005 and thereafter 3.75 to 1.0"
1.4 Amendment to Section 8.1(h). Section 8.1(h) is amended to read in
its entirety as follows:
"(h) Senior Unsecured Debt, and any renewals, refundings and
refinancings thereof in amounts not exceeding $325,000,000 less all
permitted prepayments thereof;"
1.5 Amendment to Section 8.7. Section 8.7 is amended by (a) deleting
the period of sub-section (h) and replacing it with "; and", and (b) adding a
new sub-section (i) to read as follows:
"(i) Investments other than those set forth in clauses (a)
through (h) above, or on Schedule 8.7 hereof, in an amount not to
exceed the lesser of (i) $25,000,000 and (ii) $10,000,000, plus 50% of
Consolidated Net Income for the period (taken as one accounting period)
from the first day of the fourth fiscal quarter of Fiscal Year 2001 to
the end of Holdings's most recently ended fiscal quarter for which
internal financial statements are available at the time of such
Investment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit)."
1.6 Amendment to Section 8.14. Section 8.14 is amended to read in its
entirety as follows:
"8.14 Limitation on Capital Expenditures. Make or commit to
make (by way of the acquisition of securities of a Person or otherwise)
any Capital
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EXHIBIT 10.5
Expenditure, except for Capital Expenditures not to exceed $70,000,000
in Fiscal Year 2002 and $90,000,000 in any subsequent Fiscal Year. In
addition, the difference between permitted Capital Expenditures and
actual Capital Expenditures at the end of any Fiscal Year and for the
year then ended may be spent during the following Fiscal Year, provided
that any amounts carried forward pursuant to this paragraph shall
expire at the end of such following Fiscal Year."
ARTICLE II. -- REPRESENTATIONS AND WARRANTIES;
CONDITIONS PRECEDENT
2.1 Representations; No Default. On and as of the effective date hereof
and after giving effect to this Second Amendment and to the transactions
contemplated hereby, Holdings and each Borrower hereby (i) confirms, reaffirms
and restates the representations and warranties set forth in Section 6 of the
Credit Agreement, except to the extent that such representations and warranties
relate solely to an earlier date in which case Holdings and each Borrower hereby
confirms, reaffirms and restates such representations and warranties on and as
of such earlier date, provided that the references to the Credit Agreement
therein shall be deemed to be references to the Credit Agreement as amended by
this Second Amendment, and (ii) represents and warrants that no Default or Event
of Default has occurred and is continuing.
2.2 Effective Date. This Second Amendment shall become effective on the
date (which shall be no later than September 23, 2002) when (a) the Agent shall
have received counterpart originals of this Second Amendment, in each case duly
executed and delivered by Holdings, the Borrowers, Plastipak Brazil, and the
Majority Lenders, and (b) the Agent has received all fees described in the fee
letter between Agent, Holdings and Borrowers dated September 16, 2002.
ARTICLE III. -- MISCELLANEOUS
3.1 Limited Effect. Except as expressly amended hereby, all of the
provisions, covenants, terms and conditions of the Credit Agreement shall
continue to be, and shall remain, in full force and effect in accordance with
its terms.
3.2 Expenses. The Borrowers shall reimburse the Agent for all of its
reasonable costs and expenses including, without limitation, legal expenses,
incurred in connection with the preparation, execution and delivery of this
Second Amendment.
3.3 Governing Law. This Second Amendment shall be governed by, and
construed and interpreted in accordance with, the law of the State of Michigan.
3.4 Counterparts. This Second Amendment may be executed by one or more
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
3.5 Guarantors. By its execution hereof, Holdings and each of the
Borrowers consents to the foregoing amendments and reaffirms and ratifies all of
its obligations to the Agent and the Lenders under the Guaranty.
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EXHIBIT 10.5
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed and delivered by their proper and duly authorized
officers or other representatives as of the date first above written.
HOLDINGS:
PLASTIPAK HOLDINGS, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Its: Treasurer
BORROWERS:
PLASTIPAK PACKAGING, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Its: Treasurer
WHITELINE EXPRESS, LTD.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Its: Treasurer
▇▇▇▇ REALTY, LLC
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Its: Treasurer
CLEAN TECH, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Its: Treasurer
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EXHIBIT 10.5
PLASTIPAK BRAZIL:
PLASTIPAK PACKAGING DO BRAZIL,
LTDA
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: Administrative Finance Manager
AGENT AND LENDERS:
COMERICA BANK, as Agent and as a Lender
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Its: Vice President
STANDARD FEDERAL BANK
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Its: First Vice President
FLEET NATIONAL BANK
By: /S/ Marwan Isbaih
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Its: Director
NATIONAL CITY BANK
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its: Assistant Vice President
BANK ONE, MICHIGAN
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: First Vice President
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EXHIBIT 10.5
ASSOCIATED BANK, NA.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Its: Senior Vice President
FIRSTMERIT BANK, NA.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Vice President
MARINE BANK
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Its: Senior Vice President
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