SECOND AMENDMENT TO CREDIT AGREEMENT
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SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
September 6, 1996, among SWEETHEART HOLDINGS INC., a Delaware corporation
("Holdings"), SWEETHEART CUP COMPANY INC., a Delaware corporation (the
"Borrower"), the financial institutions party hereto (the "Banks"), and BANKERS
TRUST COMPANY, as Agent for the Banks (the "Agent"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings provided
such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties
to a Credit Agreement, dated as of August 30, 1993 (as amended, modified or
supplemented through the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
On and after the Second Amendment Effective Date (as defined below),
Section 9.05 of the Credit Agreement is hereby amended by (i) deleting the word
"and" appearing at the end of clause (xii) of said Section, (ii) deleting the
period at the end of clause (xiii) of said Section and inserting in lieu thereof
the text "; and" and (iii) inserting the following new clause (xiv) immediately
following clause (xiii) appearing in said Section:
"(xiv) Indebtedness of the Borrower (x) owing to the
Department of Business and Economic Development of the State
of Maryland in an aggregate principal amount at any time
outstanding not to exceed $1,080,000 and (y) owing to
Baltimore County, Maryland in an aggregate principal amount
at any time outstanding not to exceed $120,000."
2. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Second Amendment
Effective Date both before and after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all
material respects on the Second Amendment Effective Date both before and
after giving effect to this Amendment, with the same effect as though such
representations and warranties had been made on and as of the Second
Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all
material respects as of such specific date).
3. This Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
4. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
6. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when each of Holdings, the Borrower and the Required
Banks shall have signed a copy hereof (whether the same or different copies) and
shall have delivered (including by way of facsimile transmission) the same to
the Agent at its Notice Office.
7. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
SWEETHEART HOLDINGS INC.
By /s/ Xxxxx X. Xxxxxxx
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Title: Treasurer
SWEETHEART CUP COMPANY INC.
By /s/ Xxxxx X. Xxxxxxx
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Title: Treasurer
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Xxxxxxxxxxx Xxxxxxx
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Title: Vice President
MIDLAND BANK PLC
By /s/ Xxxxxxxx Xxxxxxx
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Title: Executive Vice President
ABN AMRO BANK, N.V.
San Francisco International Branch
By /s/ Xxxxxx X. Xxxxxxxx
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Title: Group Vice President
By /s/ Xxxxx X. Xxxxx
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Title: Assistant Vice President
ABN AMRO BANK, N.V.
New York Branch
By
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Title:
FIRST NATIONAL BANK OF MARYLAND
By /s/ Xxxxxx X. Xxxx
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Title: Vice President
XXXXX FARGO BANK, N.A.
By /s/ Xxxxxx X. Xxxxxxx
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Title: Senior Vice President
U.S. BANK OF OREGON
By /s/ Xxx Xxx
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Title: Vice President
