Exhibit 4.4.1
[EXECUTION COPY]
FIRST AMENDMENT dated as of October 31, 1997 (this "Amendment"), to the
Revolving Credit Facility Agreement dated as of July 9, 1997, among TREDEGAR
INDUSTRIES, INC., a Virginia corporation (the "Company"), the banks listed in
Schedule 2.01 thereof or subsequently becoming parties thereto as provided
therein (the "Banks"); THE CHASE MANHATTAN BANK, a New York banking corporation,
as Administrative Agent (the "Administrative Agent"), NATIONSBANK, N.A., a
national banking association, as Documentation Agent (the "Documentation Agent")
and LONG-TERM CREDIT BANK OF JAPAN, LIMITED, as Co-Agent (the "Co-Agent" and
together with the Administrative Agent and the Documentation Agent, the
"Agents").
W I T N E S S E T H:
WHEREAS, the Company, the Banks and the Agents are parties to a
Revolving Credit Facility Agreement, dated as of July 9, 1997 (the "Existing
Credit Agreement");
WHEREAS, the Company has requested that the Banks amend the Existing
Credit Agreement in certain respects; and
WHEREAS, the Banks have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Existing Credit Agreement in certain
respects as provided below (the Existing Credit Agreement, as so amended by this
Amendment, being referred to as the "Agreement";
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural form thereof):
"Administrative Agent" is defined in the preamble.
"Agreement" is defined in the third recital.
"Amendment" is defined in the preamble.
"Amendment Effective Date" is defined in Section 3.1.
"Banks" is defined in the preamble.
"Co-Agent" is defined in the preamble.
"Company" is defined in the preamble.
"Documentation Agent" is defined in the preamble.
"Existing Credit Agreement" is defined in the first recital.
SECTION I.2. Use of Defined Terms. Unless otherwise defined herein or
the context otherwise requires, terms for which meanings are provided in the
Existing Credit Agreement shall have such meanings when used in this Amendment.
ARTICLE II
AMENDMENTS, WAIVERS AND MODIFICATIONS OF
EXISTING CREDIT AGREEMENT AS OF THE AMENDMENT
EFFECTIVE DATE
Effective on (and subject to the occurrence of) the Amendment Effective
Date, the provisions of the Existing Credit Agreement referred to below are
hereby amended, waived and/or modified in accordance with this Article II.
Except as expressly so amended, waived and/or modified, the Agreement shall
continue in full force and effect in accordance with its terms.
SECTION 2.1. Section 1.01 of the Agreement is hereby amended to add the
following definitions:
""Internal Financing Subsidiary" shall mean any Subsidiary (i)
of which securities or other ownership interests representing 100% of
the equity or 100% of the ordinary voting power are, at the time any
determination is made, owned, controlled or held, directly or
indirectly, by the Company, and (ii) which has no outstanding
Indebtedness to any Person other than the Company or another
wholly-owned Subsidiary.
"Internal Financing Transaction" shall mean any incurrence of
Indebtedness or other obligations by any wholly-owned Subsidiary in
favor of an Internal Financing Subsidiary, any transfer of assets or
liabilities or other transactions between an Internal Financing
Subsidiary and the Company or any wholly-owned Subsidiary, or any other
transaction reasonably related to the foregoing; provided, however,
that in connection therewith neither the Company nor any wholly-owned
Subsidiary shall incur any Indebtedness or transfer any assets to any
Person other than the Company or another wholly-owned Subsidiary."
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SECTION 2.2. Section 6.03 of the Agreement is hereby amended to read in
its entirety as follows:
"Obligations of Subsidiaries. Permit the Subsidiaries to incur
Indebtedness, except for:
(a) Indebtedness to the Company incurred by the Subsidiaries
in the ordinary course of business;
(b) Indebtedness incurred in connection with Internal
Financing Transactions; and
(c) Indebtedness which in the aggregate for all the
Subsidiaries, exclusive of Indebtedness incurred in connection with
Internal Financing Transactions to the Company or other wholly-owned
Subsidiaries, constitutes not more than 10% of Consolidated
Stockholders' Equity at any time. "
SECTION 2.3. Section 6.04 of the Agreement is hereby amended to delete
the period at the end of subsection (c), substituting therefor the phrase ";and"
and to add clause (d) as follows:
"(d) any Internal Financing Transaction"
SECTION 2.4. Clause (a) of Section 6.05 of the Agreement is hereby
amended to read in its entirety as follows:
"(a) any Subsidiary may declare and pay dividends or make
other distributions to the Company, and any Internal Financing
Subsidiary may declare and pay dividends or make other distributions to
the Company or other wholly-owned Subsidiaries and"
SECTION 2.5. Section 6.06 of the Agreement is hereby amended to read in
its entirety as follows:
"Transactions with Affiliates. Sell or transfer any property
or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transactions with, any of its
Affiliates, except that as long as no Default or Event of Default
shall have occurred and be continuing, the Company or any Subsidiary
may engage in any of the foregoing transactions (a) in the ordinary
course of business at prices and on terms and conditions not less
favorable to the Company or such Subsidiary than could be obtained on
an arm's length basis from unrelated third parties, or (b) in
connection with Internal Financing Transactions."
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ARTICLE III
CONDITIONS TO EFFECTIVENESS
SECTION 3.1. Amendment Effective Date. This Amendment shall become
effective as of the date first above written when the Administrative Agent shall
have received counterparts of this Amendment duly executed by the Company, the
Administrative Agent and the Required Banks (the "Amendment Effective Date").
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Cross References. References in this Amendment to any
article or section are, unless otherwise specified, to such article or section
of this Amendment.
SECTION 4.2. Loan Document Pursuant to Agreement. This Amendment is a
Loan Document executed pursuant to the Agreement and shall be construed,
administered and applied in accordance with all of the terms and provisions of
the Agreement.
SECTION 4.3. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 4.4. Counterparts. This Amendment may be executed by the
parties hereto in several counterparts each of which when executed and delivered
shall be deemed to be an original and which shall constitute together but one
and the same agreement.
SECTION 4.5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date first
written above.
TREDEGAR INDUSTRIES, INC.
By: /s/ ▇. ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and CFO
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
NATIONSBANK, N.A., individually and
as Documentation Agent
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
LONG-TERM CREDIT BANK OF JAPAN, LIMITED,
individually and as Co-Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
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BANKS
THE BANK OF NOVA SCOTIA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Relationship Manager
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VP - Division Head
CENTRAL FIDELITY NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President
CRESTAR BANK
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
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MELLON BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
SIGNET BANK
By: /s/ ▇. ▇▇▇▇▇▇▇ Link
Name: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇: Senior Vice President
SOCIETE GENERALE
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Joint General Manager
WACHOVIA BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
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