THIRD AMENDMENT TO FINANCING AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this
"Agreement") is made as of the 31st day of July, 1997, by and among
Four M Corporation, a corporation organized under the laws of the State of
Maryland ("FMC"), Box USA Group, Inc., a corporation organized under the
laws of the State of New York ("Box"). Four M Paper Corporation, a
corporation organized under the laws of the State of Delaware ("Paper"),
Four M Manufacturing Group of Georgia, Inc., a corporation organized under
the laws of the State of Pennsylvania ("Georgia"), Page Packaging
Corporation, a corporation organized under the laws of the State of
Delaware ("Page"), and Box USA of Florida, L.P., a limited partnership
organized under the laws of the State of Georgia (the "Florida
Partnership") jointly and severally (FMC, Box, Paper, Georgia, Page and
the Florida Partnership, are sometimes herein collectively referred to as
the "Borrowers;" FMC, Box, Paper, Georgia, Page, and the Florida
Partnership are sometimes herein collectively referred to as the
"Borrowers" and individually, as a "Borrower");
NATIONSBANK, N.A., a national banking association ("NationsBank"), and the
other financial institutions listed on the signature pages hereof
(NationsBank and the other financial institutions are herein collectively
referred to as the "Lenders" and individually, as a "Lender"); and
NATIONSBANK, N.A., a national banking association (the "Agent").
RECITALS
A. The Agent, the Lenders and the Borrowers are parties to the Financing
and Security Agreement dated as of May 30, 1996 (as amended by First Amendment
to Financing and Security Agreement dated February 28, 1997 (the "First
Amendment"). Second Amendment to Financing and Security Agreement dated March
27, 1997 and as amended, modified, restated, substituted, extended and renewed
at any time and from time to time, the "Financing Agreement"). Under the terms
of the First Amendment, the Florida Partnership was added as a Borrower.
Capitalized terms not otherwise defined in this Agreement shall have the
meanings given to them in the Financing Agreement.
B. The Agent, the Lenders and the Borrowers wish to enter into this
Agreement to amend the Sections 6.1.14 (c) of the Financing Agreement for the
periods ending June 30, 1997 and September 30, 1997 only.
AGREEMENTS
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NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Borrowers,
the Agent and the Lenders agree that the Financing Agreement is hereby amended
as follows:
1. The Borrowers, the Agent and the Lenders agree that the Recitals above
are a part of this Agreement. Unless otherwise expressly defined in this
Agreement, terms defined in the Financing Agreement shall have the same meaning
under this Agreement.
2. Sections 6.1.14 (c) of the Financing Agreement is hereby amended to
read as follows:
(c) Fixed Charge Coverage Ratio. The Borrowers will
maintain (tested as of the last day of each fiscal quarter in each fiscal
year for the three (3), six (6), nine (9) or twelve (12) month period of such
fiscal year, as appropriate, ending on that date) a Fixed Charge Coverage
Ratio of not less than the following:
Fiscal Quarter Ended Ratio
-------------------- -----
March 31, 1997 through September 30, 1997 0.90 to 1.0
December 31, 1997 through March 31, 1999 1.00 to 1.0
June 30, 1999 and thereafter 1.10 to 1.0
3. In consideration and as a condition of the execution of this Agreement
by the Lenders, at the time this Agreement is executed and delivered the
Borrowers shall pay to the Lenders an amendment fee in the amount of $20,000,
which fee shall be fully earned when due and non-refundable when paid.
4. Each of the Borrowers hereby issues, ratifies and confirms the
representations, warranties and covenants contained in the Financing Agreement,
as amended hereby. Each of the Borrowers agrees that this Agreement is not
intended to and shall not cause a novation with respect to any or all of the
Obligations. This Agreement is one of the Financing Documents.
5. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Maryland, without regard to principles
of choices of law.
6. The Borrowers shall pay at the time this Agreement is executed and
delivered all fees, commissions, costs, charges, taxes and other expenses
incurred by the Agent and its counsel in connection with this Agreement,
including, but not limited to,
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reasonable fees and expenses of the Agent's counsel and all recording fees,
taxes and charges.
7. This Agreement may be executed in any number of duplicate originals or
counterparts, each of such duplicate originals or counterparts shall be deemed
to be an original and all taken together shall constitute but one and the same
instrument. The Borrowers agree that the Agent and the Lenders may rely on a
telecopy of any signature of any Borrower. The Agent and the Lenders agree that
the Borrower may rely on a telecopy of this Agreement executed by the Agent and
the Lenders, respectively.
IN WITNESS WHEREOF, each of the parties hereto have executed and delivered
this Agreement under their respective seals as of the day and year first written
above.
WITNESS OR ATTEST: FOUR M CORPORATION
/s/ Xxxxxxx Arco By: /s/ Xxxxxxx X. XxXxxxxx (Seal)
---------------------- -------------------------
Xxxxxxx X. XxXxxxxx
Senior Vice President
WITNESS OR ATTEST: BOX USA GROUP, INC.
/s/ Xxxxxxx Arco By: /s/ Xxxxxxx X. XxXxxxxx (Seal)
---------------------- -------------------------
Xxxxxxx X. XxXxxxxx
Senior Vice President
WITNESS OR ATTEST: FOUR M PAPER CORPORATION
/s/ Xxxxxxx Arco By: /s/ Xxxxxxx X. XxXxxxxx (Seal)
---------------------- -------------------------
Xxxxxxx X. XxXxxxxx
Senior Vice President
WITNESS OR ATTEST: FOUR M MANUFACTURING GROUP OF GEORGIA,
INC.
/s/ Xxxxxxx Arco By: /s/ Xxxxxxx X. XxXxxxxx (Seal)
---------------------- -------------------------
Xxxxxxx X. XxXxxxxx
Senior Vice President
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SIGNATURE PAGE TO
THIRD AMENDMENT TO FINANCING AND SECURITY AGREEMENT
WITNESS OR ATTEST: PAGE PACKAGING CORPORATION
/s/ Xxxxxxx Arco By: /s/ Xxxxxxx X. XxXxxxxx (Seal)
---------------------- -------------------------
Xxxxxxx X. XxXxxxxx
Senior Vice President
WITNESS OR ATTEST: BOX USA OF FLORIDA, L.P.
BY: FOUR M MANUFACTURING GROUP
OF GEORGIA, INC.
/s/ Xxxxxxx Arco By: /s/ Xxxxxxx X. XxXxxxxx (Seal)
---------------------- -------------------------
Xxxxxxx X. XxXxxxxx
Senior Vice President
WITNESS: NATIONSBANK, N.A.
in its capacity as Agent
By: (Seal)
---------------------- -------------------------
Name:
Title:
WITNESS: NATIONSBANK, N.A.
in its capacity as Lender
By: (Seal)
---------------------- -------------------------
Name:
Title:
WITNESS: IBJ XXXXXXXX BUSINESS CREDIT CORPORATION
By: (Seal)
---------------------- -------------------------
Name:
Title:
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SIGNATURE PAGE TO
THIRD AMENDMENT TO FINANCING AND SECURITY AGREEMENT
WITNESS OR ATTEST: PAGE PACKAGING CORPORATION
By: (Seal)
---------------------- -------------------------
Xxxxxxx X. XxXxxxxx
Senior Vice President
WITNESS OR ATTEST: BOX USA OF FLORIDA, L.P.
BY: FOUR M MANUFACTURING GROUP
OF GEORGIA, INC.
By: (Seal)
---------------------- -------------------------
Xxxxxxx X. XxXxxxxx
Senior Vice President
WITNESS: NATIONSBANK, N.A.
in its capacity as Agent
/s/ Xxxx X. Klunsmith By: /s/ Xxxxxx Xxxxxxx (Seal)
---------------------- -------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
WITNESS: NATIONSBANK, N.A.
in its capacity as Lender
/s/ Xxxx X. Klunsmith By: /s/ Xxxxxx Xxxxxxx (Seal)
---------------------- -------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
WITNESS: IBJ XXXXXXXX BUSINESS CREDIT CORPORATION
By: (Seal)
---------------------- -------------------------
Name:
Title:
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SIGNATURE PAGE TO
THIRD AMENDMENT TO FINANCING AND SECURITY AGREEMENT
WITNESS: SANWA BUSINESS CREDIT CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx (Seal)
---------------------- -------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
WITNESS: THE BANK OF NEW YORK COMMERCIAL
CORPORATION
By: (Seal)
---------------------- -------------------------
Name:
Title:
WITNESS: FLEET CAPITAL CORPORATION
By: (Seal)
---------------------- -------------------------
Name:
Title:
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SIGNATURE PAGE TO
THIRD AMENDMENT TO FINANCING AND SECURITY AGREEMENT
WITNESS: SANWA BUSINESS CREDIT CORPORATION
By: (Seal)
---------------------- -------------------------
Name:
Title:
WITNESS: THE BANK OF NEW YORK COMMERCIAL
CORPORATION
By: (Seal)
---------------------- -------------------------
Name:
Title:
WITNESS: FLEET CAPITAL CORPORATION
/s/ [Illegible] By: /s/ Xxxxxx X. Xxxxxx (Seal)
---------------------- -------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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