EXHIBIT 4(ix)
EIGHTH AMENDMENT TO
CREDIT AGREEMENT AND WAIVER
This Eighth Amendment to Credit Agreement dated as of March 9,
1998 among Badger Paper Mills, Inc. ("Badger"), PlasTechs, Inc.
("PlasTechs") (collectively, Badger and PlasTechs are hereinafter
sometimes referred to as "Borrowers" and individually each is sometimes
referred to as a "Borrower') and Harris Trust and Savings Bank, as sole
Lender and as Agent.
W I T N E S S E T H :
WHEREAS, the Borrowers and the Lenders have heretofore executed
and delivered that certain Credit Agreement dated as of June 30, 1993 (as
amended through the Seventh Amendment thereto, the "Credit Agreement");
and
WHEREAS, the Borrowers have requested that the Lenders make
certain amendments to the Credit Agreement;
NOW, THEREFORE, for good and valuable consideration the receipt
of which is hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be and hereby is amended as follows:
1. Section 7.7 of the Credit Agreement is hereby amended in
its entirety to read as follows:
Section 7.7. Consolidated Tangible Net Worth. Badger
will, as of the last day of each fiscal month of
Badger ending during each of the periods specified
below maintain Consolidated Tangible Net Worth at not
less than:
CONSOLIDATED TANGIBLE
NET WORTH SHALL NOT
FROM AND INCLUDING TO AND INCLUDING BE LESS THAN
March 1, 1998 June 29, 1998 $16,100,000
June 30, 1998 December 30, 1998 $16,500,000
December 31, 1998 Thereafter $17,000,000
2. Section 7.13 of the Credit Agreement is hereby amended in
its entirety to read as follows:
Section 7.13. Capital Expenditures. Badger will not,
nor will it permit any Subsidiary to, expend or become
obligated for Capital Expenditures in an aggregate
amount in excess of the following:
Fiscal Year 1998 $3,100,000
Fiscal Year 1999 $2,500,000
3. Section 10 of the Credit Agreement is hereby amended by
amending the definition of "Consolidated Current Assets" and "Consolidated
Current Liabilities" in its entirety to read as follows:
"Consolidated Current Assets" and "Consolidated Current
Liabilities" means such assets and liabilities of Badger
and its Consolidated Subsidiaries (on a consolidated basis
after eliminating all offsetting debits and credits among
Badger and all of its Consolidated Subsidiaries) as shall
be determined, in accordance with generally accepted
accounting principles, to constitute current assets and
current liabilities, respectively; provided that the
principal amount of the Loans shall not be deemed to be a
current liability.
4. Upon the effectiveness of this Amendment, the aggregate
Commitments of the Lenders shall be reduced to $12,000,000.
5. Badger has indicated that for the periods ending December
31, 1997, January 31, 1998 and February 28, 1998 it was not in compliance
with Section 7.7 of the Credit Agreement. The Bank hereby waives such
non-compliances by the Borrowers with Section 7.7 of the Credit Agreement
for each such period.
6. Each Borrower represents and warrants to the Lenders that
(a) each of the representations and warranties set forth in Section 5 of
the Credit Agreement are true and correct on and as of the date of this
Amendment as if made on and as of the date of this Amendment and as if
each reference therein to the Credit Agreement referred to the Credit
Agreement, as amended hereby; (b) no Event of Default has occurred or is
continuing; and (c) without limiting the effect of the foregoing, each
Borrower's execution, delivery and performance of this Amendment have been
duly authorized, and this Amendment has been executed and delivered by a
duly authorized officer of each Borrower.
Each Borrower has heretofore executed and delivered to the Agent
certain security agreements and mortgages and each Borrower hereby agrees
that notwithstanding the execution and delivery of this Amendment, such
security agreements and mortgages shall be and remain in full force and
effect and that any rights and remedies of the Agent thereunder,
obligations of such Borrower thereunder and any liens and security
interests created or provided for thereunder shall be and remain in full
force and effect and shall not be affected, impaired or discharged
thereby. Nothing herein contained shall in any manner affect or impair
the priority of the liens and security interests created and provided for
by the Collateral Document as to the indebtedness which would be secured
thereby prior to giving effect to this Amendment.
The effectiveness of this Eighth Amendment is subject to the
satisfaction of all of the following conditions precedent: (a) the
Borrowers and the Lenders shall have executed this Eighth Amendment, (b)
the Lenders shall have received copies executed or certified (as may be
appropriate) of all legal documents or proceedings taken in connection
with the execution and delivery hereof and the other instruments and
documents contemplated hereby, (c) all legal matters incident to the
execution and delivery hereof and of the instruments and documents
contemplated hereby shall be satisfactory to the Lenders and its counsel,
and (d) the receipt by the Agent of a non-refundable amendment fee of
$50,000.
This Amendment maybe executed in any number of counterparts and
by different parties hereto on separate counterpart signature pages, each
of which when so executed shall be an original but all of which shall
constitute one and the same instrument. Except as specifically amended,
modified and waived hereby, all of the terms and conditions of the Credit
Agreement in any document shall be deemed to be references to the Credit
Agreement, as amended hereby. All capitalized terms used herein without
definition shall have the same meaning herein as they have in the Credit
Agreement.
This Amendment shall be construed and governed by and in
accordance with the internal laws of the State of Illinois.
Dated as of the date first above written.
BADGER PAPER MILLS, INC.
By /s/ Miles L. Kresl
Its Vice President-Administration, Treasurer
& Corporate Secretary
PLASTECHS, INC.
By /s/ Miles L. Kresl
Its Secretary & Treasurer
HARRIS TRUST AND SAVINGS BANK, in its
individual capacity as a Lender and as Agent
By /s/
Its Vice President