FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT (this "AMENDMENT"), to CREDIT AGREEMENT, dated as of
August 9, 1999, among SPINNAKER COATING, INC. a Delaware corporation formerly
known as Xxxxx-Bridge Industries, Inc. ("COATING"), ENTOLETER, INC., a Delaware
corporation ("ENTOLETER"), SPINNAKER COATING-MAINE, INC., a Delaware corporation
("SCM" and, together with Coating and Entoleter, the "BORROWERS"), SPINNAKER
INDUSTRIES, INC., a Delaware corporation (the "GUARANTOR" and, together with the
Borrowers, the "CREDIT PARTIES"), the financial institutions from time to time
party thereto as lenders (the "LENDERS"), and TRANSAMERICA BUSINESS CREDIT
CORPORATION, as agent (in such capacity the "AGENT") for the Lenders, is made as
of September 29, 1999 among the Credit Parties and the undersigned Lenders.
W I T N E S S E T H :
WHEREAS, the Credit Parties, the Lenders and the Agent are parties to the
Credit Agreement, dated as of August 9, 1999 (the "CREDIT AGREEMENT";
capitalized terms used herein shall have the meanings assigned to such terms in
the Credit Agreement unless otherwise defined herein); and
WHEREAS, the Credit Parties have requested that the Lenders extend the date
the Credit Parties shall deliver or cause to be delivered to the Agent (i) a
Mortgage encumbering each Mortgaged Property, (ii) a mortgagee's title policy
for each Mortgage, (iii) a survey of each Mortgaged Property, (iv) a copy of an
appraisal of each Mortgaged Property and (v) an environmental indemnity
agreement; and
WHEREAS, the Lenders are agreeable to such request, but only on the terms
and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the parties hereto hereby agree as follows:
1. AMENDMENT TO CREDIT AGREEMENT. Effective as of the date hereof, and
subject to the satisfaction of the conditions to effectiveness set forth in
Section 2 hereof, Section 7.1(r) of the Credit Agreement is hereby amended by
deleting "September 30, 1999" and substituting therefor "October 29, 1999."
2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective upon
the Agent's receipt of this Amendment, duly executed by the Credit Parties and
the Majority Lenders.
3. EXPENSES. The Credit Parties shall pay for all of the reasonable costs
and expenses incurred by the Agent in connection with the transactions
contemplated by this Amendment, including, without limitation, the reasonable
fees and expenses of counsel to the Agent.
4. MISCELLANEOUS.
(a) Except as expressly amended herein, all of the terms and provisions
of the Credit Agreement and the other Credit Documents are ratified and
confirmed in all respects and shall remain in full force and effect.
(b) Upon the effectiveness of this Amendment, all references in the
Credit Documents to the Credit Agreement shall mean the Credit Agreement as
amended by this Amendment and all references in the Credit Agreement to
"this Agreement," "hereof," "herein," or similar terms, shall mean and refer
to the Credit Agreement as amended by this Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as an amendment to or
waiver of any right, power or remedy of the Agent or any Lender under any of
the Credit Documents, or constitute an amendment or waiver of any provision
of any of the Credit Documents.
(d) This Amendment may be executed by the parties hereto individually or
in combination, in one or more counterparts, each of which shall be an
original and all of which shall constitute one and the same agreement. This
Amendment may be executed and delivered by telecopier with the same force
and effect as if the same were a fully executed and delivered original
manual counterpart.
(e) This Amendment shall constitute a Credit Document.
5. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective duly authorized officers.
BORROWERS
SPINNAKER COATING, INC., formerly known as
Xxxxx-Bridge Industries, Inc.
By: /s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
VICE PRESIDENT
SPINNAKER COATING-MAINE, INC.
By: /s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
VICE PRESIDENT
ENTOLETER, INC.
By: /s/ XXXX X. XXXXXXXX
-----------------------------------------
Xxxx X. Xxxxxxxx
VICE PRESIDENT
GUARANTOR
SPINNAKER INDUSTRIES, INC.
By: /s/ XXXX X. XXXXXXXX
-----------------------------------------
Xxxx X. Xxxxxxxx
VICE PRESIDENT
LENDERS
TRANSAMERICA BUSINESS CREDIT CORPORATION
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Xxxxxx X. Xxxxx
XXXXXX VICE PRESIDENT
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ XXXX XXXXX
-----------------------------------------
Xxxx Xxxxx
ASSISTANT VICE PRESIDENT
