EXHIBIT 4.m
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT is made and entered
into effective as of the 10th day of November, 1997, by and
between Sealright Co., Inc., a Delaware corporation
(ASealright@), and UMB Bank, n.a., f/k/a United Missouri Bank,
n.a, a national banking association (ABank@).
WHEREAS, Sealright and Bank entered into a Credit Agreement
(the AAgreement@) dated as of October 22, 1991, the terms of
which were modified and amended by an Amendment to Credit
Agreement dated as of August 5, 1994, a Second Amendment to
Credit Agreement dated as of December 20, 1994, a Third Amendment
to Credit Agreement dated as of December 1, 1995, a letter
agreement dated January 24, 1996, a letter agreement dated
February 27, 1997, and a Fourth Amendment to Credit Agreement
dated April 7, 1997 (the Agreement, as thereby modified and
amended, hereinafter the ACredit Agreement@); and
WHEREAS, Sealright has requested certain modifications to
its financial covenants under the Credit Agreement; and
WHEREAS, the Bank is willing, subject to the terms set forth
herein, including expressly, but not limited to, a decrease in
the maximum amount of credit under the Credit Agreement and
modification of the Revolving Credit interest rate, to grant such
request.
NOW, THEREFORE, in consideration of the mutual agreements of
the parties hereto, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties mutually agree as follows:
1. Amendment of Section 2.1. Section 2.1 of the Credit
Agreement is hereby amended by deleting the first sentence
thereof and inserting in its place the following:
"The aggregate outstanding principal amount of all loans
under the Revolving Credit shall at no time exceed Twenty
Five Million Dollars ($25,000,000.00) (the "Maximum Amount
of Revolving Credit")."
2. Amendment of Section 2.2. Section 2.2 of the Credit
Agreement is hereby amended in its entirety to read as
follows:
"2.2 Promissory Note. Upon the execution of this Agreement,
Sealright shall deliver to the Bank the Promissory Note of
Sealright, due and payable on the date the Revolving Credit
shall terminate as provided herein (or such earlier date as
the Revolving Credit Obligations are due and payable by
reason of an Event of Default) in the amount of Twenty Five
Million Dollars ($25,000,000.00) in substantially the same
form as Exhibit 2.2 attached hereto (the "Promissory Note").
3. Amendment of Section 2.4. Section 2.4 of the Credit
Agreement is hereby amended by deleting the first five
sentences thereof in their entirety and replacing the same
with the following:
A2.4 Revolving Credit Interest. At the option of Sealright,
each borrowing under the Revolving Credit shall bear
interest at (a) a rate equal to 65 basis points over the
applicable LIBOR (the "LIBOR RATE") during LIBOR Interest
Periods elected by Sealright in its discretion, as adjusted
from time to time or (b) a rate equal to the Prime Rate less
35 basis points, adjusted daily. At the expiration of each
applicable LIBOR Interest Period, the LIBOR Rate will be
adjusted to the applicable LIBOR Rate for the next elected
LIBOR Interest Period. An election of the desired interest
rate must be made for each borrowing by Sealright. Once
elected, the rate of interest applicable to any borrowing
may not be changed. If no election is made for any
borrowing, the applicable interest rate for such borrowing
shall be the Prime Rate less 35 basis points, adjusted
daily.@
4. Amendment of Section 4.1. Section 4.1 of the Credit
Agreement is hereby amended in its entirety to read as
follows:
A4.1 Payment at Maturity of Revolving Credit. On November
1, 1999, without notice or demand, or on any accelerated
maturity of the Indebtedness evidenced by the Promissory
Note, Sealright will pay to the Bank for credit to the
Revolving Credit an amount equal to the entire outstanding
principal amount of Indebtedness evidenced by the Promissory
Note, together with all accrued and unpaid interest thereon
and other amounts owed in connection therewith or otherwise
under this Agreement. The Bank may by written notice at
least four hundred twenty (420) days prior to November 1,
1999 (and four hundred twenty (420) days prior to November 1
of any subsequent year the Revolving Credit is in effect)
extend the Revolving Credit for any additional twelve (12)
months to the next following November 1. If the Bank does
not give such notice extending the Revolving Credit, the
Revolving Credit shall terminate on the then scheduled
November 1 termination date without any notice.@
5. One-Time Waiver of Limitation on Short-Term Working Capital
Indebtedness. Without prejudice to Bank=s right to
otherwise demand strict compliance with the terms of the
Credit Agreement, for the twelve month period ending October
22, 1997, Bank hereby waives the limitation on Short-Term
Working Capital Indebtedness set forth in Section 5.9.4 of
the Credit Agreement.
6. Amendment of Section 5.9.5 of the Credit Agreement. Section
5.9.5 of the Credit Agreement is hereby amended by reducing
the Fixed Charge coverage ratios required thereunder for the
fiscal quarters of the Company ending September 30, 1997 and
December 31, 1997 from One Hundred Twenty Five percent
(125%) and One Hundred Eight Five percent (185%),
respectively, to Sixty percent (60%) and Ninety Five percent
(95%), respectively.
7. Exhibit 2.2 to the Credit Agreement is revised in its
entirety in the form attached hereto as Exhibit 2.2.
8. All provisions of the Credit Agreement not expressly amended
hereby shall remain in full force and effect as if this
Amendment had not been executed.
9. This Fifth Amendment to Credit Agreement shall be effective
from and after the date hereof.
IN WITNESS WHEREOF, the parties have executed this Fifth
Amendment to Credit Agreement as of this 10th day of November,
1997.
SEALRIGHT CO., INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President &
C.F.O.
UMB BANK, N.A.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Divisional Executive Vice President