Exhibit 4.3.2
FIRST AMENDMENT, dated as of October 31, 1997, to the Loan Agreement
dated June 16, 1993 (the "Agreement"), between TREDEGAR INDUSTRIES, INC., a
Virginia corporation (the "Company"); and METROPOLITAN LIFE INSURANCE COMPANY
("MetLife").
A. The parties hereto have agreed, subject to the terms and conditions
hereof, to amend the 7.20% Senior Promissory Notes due June 16, 2003 (the
"Notes") issued pursuant to the Agreement as provided herein.
B. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the Notes.
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Section 6 of the Notes is hereby amended to add the
following in appropriate alphabetical order:
"Internal Financing Subsidiary" shall mean any Subsidiary (i)
of which securities or other ownership interests representing 100% of
the equity or 100% of the ordinary voting power are, at the time any
determination is made, owned, controlled or held, directly or
indirectly, by the Company, and (ii) that has no outstanding
Indebtedness to any person other than the Company or any Wholly-owned
Subsidiary.
"Internal Financing Transaction" shall mean any incurrence of
Indebtedness or other obligations by any Wholly-owned Subsidiary in
favor of an Internal Financing Subsidiary, any transfer of assets or
liabilities or other transactions between an Internal Financing
Subsidiary and the Company or any Wholly-owned Subsidiary, or any other
transaction reasonably related to the foregoing; provided, however,
that in connection therewith neither the Company nor any Wholly-owned
Subsidiary shall incur any Indebtedness or transfer any assets to any
person other than the Company or another Wholly-owned Subsidiary.
SECTION 2. Clause (ii) of Section 4.03 of the Notes is hereby amended
to read in its entirety as follows:
"(ii) create, assume, incur, Guarantee or suffer to exist any
Indebtedness, except:
(a) all Indebtedness secured by the Liens permitted pursuant
to Section 4.01;
(b) additional Indebtedness constituting not more than 10%
of Consolidated Stockholders' Equity at any time;
(c) Indebtedness to the Company incurred by the Subsidiaries
in the ordinary course of business;
(d) Indebtedness incurred in connection with Internal
Financing Transactions; and
(e) extensions, renewals or replacements of any Indebtedness
permitted by the foregoing clause (a) and (b) of this subparagraph,
provided however, that there is no increase in the principal amount of
the Indebtedness then secured or evidenced thereby. "
SECTION 3. Section 4.06 of the Notes is hereby amended to add "(i) "
immediately before "(a) " and to add immediately prior to the period at the end
of such Section the following:
", or (ii) such sale, transfer or disposition is an Internal
Financing Transaction"
SECTION 4. Clause (a) of the proviso in Section 4.07 of the Notes
is hereby amended to read in its entirety as follows:
"(a) any Subsidiary may declare and pay dividends or make other
distributions to the Company, and any Internal Financing Subsidiary may
declare and pay dividends or make other distributions to the Company or
other Wholly-owned Subsidiaries, "
SECTION 5. Except as amended hereby, the Agreement and the Notes shall
continue in full force and effect in accordance with their respective terms.
SECTION 6. Notwithstanding anything to the contrary contained herein,
this First Amendment shall not become effective unless and until (i) all other
lenders to the Company shall have executed amendments to the applicable loan
agreements that have effects substantially similar hereto, and (ii) the Company
shall have paid or otherwise provided to MetLife, on a proportionate basis, any
consideration, whether consisting of additional interest, fee, collateral
security or otherwise, which it has paid or provided to any other lender as
consideration for or as an inducement to the entering into of an amendment
similar hereto.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed by their duly authorized officers, all as of the date first
above written.
TREDEGAR INDUSTRIES, INC.
By: /s/ N. A. Scher
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METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ James R. Dingler
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