EXHIBIT 10.1
September 9, 2005
Plastipak Holdings, Inc.
00000 Xxx Xxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Re: Consent ("Consent") under the Plastipak Holdings, Inc. Fifth Amended
and Restated Revolving Credit Agreement dated as of January 28, 2005
(as amended, the "Credit Agreement"), by and among Plastipak Holdings,
Inc. and the other Borrowers described therein ("Borrowers"), Comerica
Bank and such other financial institutions which are or may from time
to time become parties to the Credit Agreement (the "Lenders"), and
Comerica Bank, in its capacity as Administrative Agent for the Lenders
("Agent")
Ladies and Gentlemen:
Reference is made to the Credit Agreement. Except as specifically defined
to the contrary herein, capitalized terms used in this Consent shall have the
meanings given to them in the Credit Agreement.
XXXX Realty has advised the Agent and the Lenders that it proposes to enter
into certain real estate related refinancing with PNC Bank ("PNC"), and, to
facilitate such refinancing, has requested the Agent to discharge the Mortgages
granted to it by Xxxx Realty, terminate the Security Agreement as to XXXX Realty
and release XXXX Realty from its obligations under the Guaranty. XXXX Realty has
provided to the Agent and the Lenders a Summary of Loan Terms and Conditions
with respect to the proposed refinancing and a certificate of the Treasurer of
Holdings, copies of which are attached as Exhibits A and B, respectively. XXXX
Realty has further advised the Agent and the Lenders that PNC has requested that
Packaging cause a $1 million Letter of Credit to be issued to XXXX Realty as
required (in lieu of a security deposit) under the leases between Plastipak
Packaging Inc., and Clean Tech, Inc., as tenants, and XXXX Realty, as landlord
(the "XXXX Letter of Credit"), which Letter of Credit is to be assigned by XXXX
Realty to PNC as beneficiary as additional security for such refinancing.
Section 12.12(c) of the Credit Agreement provides that upon the
satisfaction of certain conditions, a Real Estate Lien Release may occur. The
Lenders consent to (i) the execution and delivery by the Agent of the letter in
the form of Exhibit C terminating the Security Agreement and the Guaranty as to
XXXX Realty and releasing XXXX Realty from its obligations thereunder and (ii)
the issuance of the XXXX Letter of Credit by the Issuing Bank.
The Borrowers, the Agent and the Lenders also agree that (i) the Credit
Agreement is amended by deleting Schedules 6.23, 8.1, 8.2 and 8.7 and replacing
them with Schedules 6.23, 8.1, 8.2 and 8.7 attached hereto, effective, with
respect to Schedules 8.1, 8.2 and 8.7 as of the Effective Date of the Credit
Agreement, and with respect to Schedule 6.23 effective as of the date hereof and
(ii) for all purposes under the Credit Agreement, XXXX Realty shall not be
considered a Borrower but shall be considered a Subsidiary except, for purposes
of Sections 8.10 (Limitation on Negative Pledge Clauses), 8.13 (Modification of
Certain Agreements), and 9.1(i) (Events of Default; Judgments).
The Borrowers and their Subsidiaries agree not to amend that certain
Contribution Agreement to be dated on or about September 9, 2005, by and among
the Borrowers and XXXX Realty, without the prior written consent of the Majority
Lenders.
The date under Section 7.17 of the Credit Agreement by which the Credit
Parties are required to cause Plastipak Czech Republic S.R.O. to execute and
deliver the Loan Documents described in Section 5.10 of the Credit Agreement is
hereby extended to the date which is ninety (90) days from the effective date
hereof. This extension shall be deemed effective as of July 27, 2005.
This Consent shall be effective upon the first date (but not later than
September 9, 2005) upon which the Agent shall have received counterpart
originals of this Consent, in each case duly executed and delivered by the
Borrowers, all Lenders, and the Guarantors.
The Borrowers shall reimburse the Agent for all of its costs and expenses,
including, without limitation, legal expenses, incurred in connection with the
preparation, execution and delivery of this Consent.
This Consent may be executed by one or more parties hereto in any number of
separate counterparts, all of which counterparts shall be deemed to constitute
one and same instrument.
By its execution hereof, each of the Guarantors consents to the foregoing
Consent and reaffirms and ratifies all of its obligations to the Agent and the
Lenders under the Guaranty.
2
By signing and returning a counterpart of this letter to the Agent, the
Borrowers acknowledge their acceptance of the terms of this letter.
Very truly yours,
COMERICA BANK,
as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Its: Vice President
3
Acknowledged and Accepted
as of September 9, 2005
PLASTIPAK HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Its: Treasurer
PLASTIPAK PACKAGING, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Its: Treasurer
WHITELINE EXPRESS, LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Its: Treasurer
XXXX REALTY, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Its: Treasurer
CLEAN TECH, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Its: Treasurer
4
PLASTIPAK PACKAGING DO BRAZIL, LTDA
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Its: Attorney-in-Fact
5
EXHIBIT A
SUMMARY OF LOAN TERMS AND CONDITIONS
[OMITTED]
6
EXHIBIT B
CORPORATE CERTIFICATE
[OMITTED]
7
EXHIBIT C
[COMERICA BANK LETTERHEAD]
September 9, 2005
XXXX Realty, LLC
00000 Xxx Xxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Fifth Amended and Restated Revolving Credit
Agreement dated as of January 28, 2005 (the "Credit Agreement"), by and among
Plastipak Holdings, Inc. and the other Borrowers described therein, Comerica
Bank and such other financial institutions which are or may from time to time
become parties to the Credit Agreement (the "Lenders"), and Comerica Bank, in
its capacity as Administrative Agent for the Lenders. The Agent, on behalf of
the Lenders, hereby terminates the Guaranty and the Security Agreement (as such
terms are defined in the Credit Agreement) and releases XXXX Realty from all of
its obligations thereunder.
Please sign this letter where indicated below to reflect our agreement in
this regard.
Very truly yours,
COMERICA BANK
/s/ Xxxxxxx X. Judge
----------------------------------------
Xxxxxxx X. Xxxxx
Acknowledged and agreed to
as of the date hereof:
XXXX REALTY, LLC
By: XXXX Management, Inc.
Its: Manager
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Its:: Treasurer
8
AUTHORIZATION AND CONSENT
The undersigned Xxxxxxx hereby acknowledge and agree to the foregoing
Consent, and based on the receipt by the Agent of the approval of the requisite
Lenders authorize the Agent to act in accordance therewith.
COMERICA BANK
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Its: Vice President
9
BANK OF AMERICA, N.A.
By: /s/ Xxxxx van der Xxxxx
------------------------------------
Its: Principal
10
JPMORGAN CHASE BANK N.A.
By: /s/ Xxxx X. XxXxxxx
------------------------------------
Its: Vice President
11
STANDARD FEDERAL BANK N.A.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Its: First Vice President
12
BANK OF MONTREAL
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Its: Vice President
13
ASSOCIATED BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Its: Vice President
14
FIRSTMERIT BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Its: Vice President
15
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxx Xxxxxxxxxx
------------------------------------
Its: Duly Authorized Signatory
16
GUARANTY BANK
By: /s/ Xxxxxx X. Xxxx
------------------------------------
Its: Senior Vice President
17
XXXXX FARGO FOOTHILL, LLC
By: /s/ Xxxxxxx X. XxXxxxxxx
------------------------------------
Its: AVP
18
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Its: Vice President
19
NORTHERN TRUST CO.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Its: Vice President
20
CITIZENS BANK
By: /s/ Xxx Xxxxxx
------------------------------------
Its: Senior Vice President
21
FIFTH THIRD BANK EASTERN MICHIGAN
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Its: AVP
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