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Exhibit 4.1
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT dated as of February 20, 1998,
(the "First Amendment") by and between TUSCARORA INCORPORATED, a Pennsylvania
corporation (the "Borrower"), and MELLON BANK, N.A., a national banking
association, (the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank entered into a Loan Agreement (the
"Agreement") dated as of August 14, 1996; and
WHEREAS, the Bank and the Borrower have agreed to amend certain
provisions of the Agreement for the purpose of, inter alia, extending the
Revolving Credit Expiry Date.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Section 1.01 of the Agreement is hereby amended by deleting the
definition "Revolving Credit Expiry Date" and restating it as follows:
"Revolving Credit Expiry Date" shall mean August 31, 2000, or
such earlier date on which the Revolving Credit Facility Commitment
shall have been terminated pursuant to this Agreement.
2. This First Amendment does not evidence or represent in any way new
indebtedness or satisfaction of the indebtedness evidenced by the Note.
3. Borrower hereby represents and warrants to Bank that:
(a) Borrower has and will continue to have corporate power and
authority to execute, deliver and perform the provisions of this First
Amendment, the Revolving Credit Note, the Term Note and all other
agreements executed and delivered by Borrower in connection with the
Agreement (the "Loan Documents");
(b) The execution and delivery of this First Amendment and the
carrying out of the Agreement and the other Loan Documents will not violate
any provisions of law or any instrument, agreement, order, decree, writ or
ruling to which such Borrower is a party or by which it is bound or to
which it is subject;
(c) This First Amendment, which has been duly and validly executed
and delivered by such Borrower, and the other Loan Documents constitute
legal, valid and binding obligations of such Borrower enforceable in
accordance with the terms hereof and thereof;
(d) The representations and warranties of Borrower contained in the
Agreement, as amended by this First Amendment and the other Loan Documents
are correct and accurate on and as of the date hereof; and
(e) The Bank has acted in good faith in the performance and
enforcement of its rights under the Loan Documents and the negotiation of
this First Amendment.
4. The effective date of this First Amendment shall be October 28,
1997.
5. The provisions of the Notes shall remain in full force and effect
except as modified hereby. All representations, warranties and covenants
contained herein or made in writing by Borrower in connection herewith shall
apply to the borrowings and shall survive the execution and delivery of this
First Amendment, and will bind and inure to the benefit of the successors and
assigns of the parties hereto, provided that, without the prior written consent
of Bank, Borrower may not assign any of its obligations under the Agreement or
any of the other Loan Documents, and any such attempted assignment shall be
null and void.
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6. Borrower's obligations under the Agreement, as amended by this First
Amendment and under the Revolving Credit Note and the Term Note, as amended,
modified or supplemented from time to time, (collectively, the "Notes"), are
and will continue to be secured by the security interest granted to Bank by
Borrower under the Notes, as the same may be amended, modified or supplemented
from time to time, and such obligations are and will continue to be a part of
the "Obligations" (as that term is defined in the Notes) which is secured by
the security interests granted in the Notes.
7. The Borrower hereby reaffirms the Notes and the Agreement and all
obligations and liabilities of the Borrower to the Bank thereunder, and
warrants to the Bank that as of the date hereof the Borrower has no defense or
counterclaim whatsoever to any action or proceeding that may be brought to
enforce the Bank's rights and remedies under the Notes or the Agreement.
8. This First Amendment and the Agreement shall be governed in all
respects by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, except the rules applicable to the conflicts of law.
9. Except as stated in this First Amendment, the terms, covenants,
conditions and provisions of the Agreement shall remain in full force and
effect.
10. The Borrower hereby directs the Bank to affix this First Amendment to
the Agreement, whereupon the Agreement and this First Amendment will become and
constitute a single instrument.
11. All terms used in this First Amendment and not otherwise defined
herein shall have the meanings ascribed to them in the Agreement, unless the
context clearly indicates otherwise.
WITNESS the due execution and delivery of this First Amendment on behalf
of the Bank and the Borrower as of the date first above written.
ATTEST: TUSCARORA INCORPORATED
By: /s/ CHRISTINA A. STARCHER By: /s/ BRIAN C. MULLINS
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Title: Secretary to the CEO Title: Vice President and Treasurer
SIGN & ATTEST MELLON BANK, N.A.
By: /s/ BRIAN V. CIAVERELLA
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Title: Vice President
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