Exhibit 10.9
AMENDMENT TO CREDIT AGREEMENT
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THIS AMENDMENT TO CREDIT AGREEMENT ("Amendment"), made as of the 31st
day of October, 1996, by and between DISCAS, INC., a Delaware corporation
having a principal place of business at 000-0 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000 ("Borrower"), and BANK OF BOSTON CONNECTICUT, a Connecticut
chartered savings bank having an office at 00 Xxxx Xxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000 ("Bank").
W I T N E S S E T H:
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WHEREAS, Bank and Borrower have entered into a Credit Agreement dated
as of June 25, 1993 (hereinafter referred to as "Agreement"); and
WHEREAS, Borrower has requested that the Maturity Date for the Loans
be accelerated from June 1, 2000 to July 1, 1997; provided that such change
will not alter the amount of the monthly payments required under the Agreement
and will thereby result in a balloon payment on the Maturity Date; and
WHEREAS, Bank is willing to grant such change upon.the terms and
conditions set forth herein.
NOW,.THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, initially capitalized
terms used herein shall have the meanings ascribed to them in the Agreement.
2. Amendment-to Agreement. The Agreement is hereby amended by:
(a) deleting the date "June 1, 2000" in the first line of the
definition of Maturity Date in Section 1 on Page 4 of the Agreement and
inserting the date to "July 1, 1997" in its place and stead; and
(b) deleting the words "seventy-eight (78) consecutive equal" in
the second and third lines of Section 2(b) on Page 6 of the Agreement.
3. Full Force and Effect. Except as modified herein, all terms,
covenants, agreements and conditions of the Agreement shall remain unchanged
and in full force and effect. Except as so modified, the rights, privileges,
duties and obligations of the parties to the Loan Documents shall remain
unchanged, and nothing herein contained shall operate to release Borrower from
its obligations under the Loan Documents.
4. Representations and Warranties. Borrower hereby represents and
warrants to Bank that (a) all representations and warranties contained in the
Loan Documents are true and correct as if made on the date hereof, provided
that (i) the representations and warranties set forth in Section 7(d) of the
Agreement shall be deemed to refer to Borrower's most recent financial
statements provided to Bank, and (ii) those representations and warranties in
Section 7(c) shall be deemed to refer to the date of such financial statements;
(b) Borrower is currently in compliance with all of the terms and conditions of
the Loan Documents; and (c) no Default or Event of Default exists.
5. Effectiveness of Amendment. This Amendment is conditioned upon the
CDA and the DED providing written consent to the terms of this Amendment.
6. Binding Effect. This Amendment shall be binding upon and inure to
the parties hereto and their respective successors and assigns. This Amendment
may be executed in counterpart.
7. Confirmation of Obligations. Discas, Inc. and Discas Recycled
Products Corporation, as original Borrowers under the Agreement, have merged.
As a result of such merger, Discas, Inc. has become the surviving corporation
as well as the successor in interest to the rights and obligations of Discas
Recycled Products Corporation. Accordingly, Discas, Inc. shall be the sole
Borrower under the Note, the Obligations and related Loan Documents and Discas,
Inc. has assumed the liability of Discas Recycled Products Corporation on
account thereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
as of the date first set forth above.
Signed, sealed and delivered in the presence of:
/s/ Xxxxx X. Xxxxxx DISCAS, INC.
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/s/ Xxxxxxxx Xxxxxxx By: Xxxxxxx X. XxXxxxx, Xx.
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Xxxxxxx X. XxXxxxx, Xx.
Its President
BANK OF BOSTON
CONNECTICUT
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By:
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Xxxxxxx Xxxxxxxxxxxx
Its Vice President
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The undersigned, having guaranteed the Obligations pursuant to a
certain Unlimited Guarantee dated as of June 25, 1993 (the "Guarantee"), and
having subordinated indebtedness of Borrower owed to him in favor of Bank of
Boston Connecticut, by virtue of a certain Subordination Agreement dated as of
June 25, 1993 (the "Subordination Agreement"), hereby consents to the terms and
conditions of this Amendment. To induce Bank of Boston Connecticut to enter
into this Amendment and in consideration of its so doing, the undersigned
hereby consents to its execution and delivery by Bank of Boston Connecticut and
agrees that the execution and delivery of this Amendment will not in any way
impair Bank of Boston Connecticut's rights or alter, diminish or otherwise
affect the undersigned's obligations to Bank of Boston Connecticut under the
Guarantee or the Subordination Agreement, respectively, and that both the
Guarantee and the Subordination Agreement shall remain in full force and effect
notwithstanding the execution and delivery by Bank of Boston Connecticut of
this Amendment.
Dated as of the 31st day of October, 1996.
/s/ Xxxxxxx X. XxXxxxx, Xx.
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Xxxxxxx X. XxXxxxx, Xx.
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