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CRDAMD.6 EXHIBIT 4.2
AMENDMENT NO. 6
THIS AMENDMENT NO. 6 (this "Amendment"), dated as of April 26, 1996, among
United States Can Company, a Delaware corporation (the "Borrower"), the various
financial institutions that are or may become parties to the Credit Agreement
described hereinbelow (individually, a "Lender" and collectively, the
"Lenders") and Bank of America Illinois, an Illinois banking corporation, as
agent for the Lenders (in such capacity, the "Agent"), is made pursuant to
Section 9.1 of that certain Credit Agreement, dated as of April 29, 1994 (as
amended or modified and in effect on the date hereof, the "Credit Agreement";
capitalized terms therein defined have the same respective meanings herein,
unless herein otherwise defined), among the Borrower, the Lenders and the
Agent.
WITNESSETH:
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement in the manner hereinafter appearing; and, subject to the terms and
conditions set forth herein, the Lenders have agreed to so amend the Credit
Agreement to provide additional credit to fund the purchase of certain assets
(the "Purchased Assets");
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1. - AMENDMENTS
1.1 The definition of "Revolving Credit Commitment Amount" contained in
Schedule I of the Credit Agreement is hereby amended by deleting the dollar
amount "$105,000,000" where it appears in the first line therein and inserting
the dollar amount "$125,000,000" in its place therefor.
1.2 Section 2.2.2 of the Credit Agreement is hereby amended to state in
its entirety as follows:
"SECTION 2.2.2. Mandatory. The Revolving Credit Commitment Amount shall
be automatically and permanently reduced by $10,000,000 from $125,000,000
to $115,000,000 on September 30, 1996 and by $20,000,000 from
$115,000,000 to $95,000,000 on December 31, 1996."
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ARTICLE 2. - CONDITIONS
2.1. This Amendment No. 6 shall become effective as of the date
hereof on the date (the "Amendment No. 6 Effective Date") that the Agent shall
have received each of the following, in form and substance satisfactory to it:
(a) counterparts hereof executed by the Borrower and the Lenders;
(b) certificate, dated as of the Amendment No. 6 Effective
Date, of the Secretary or Assistant Secretary of the Borrower as
to resolutions of its Board of Directors then in full force and
effect authorizing the execution and delivery of this Amendment
No. 6 and the incumbency and signatures of its officers signing
this Amendment No. 6;
(c) a certificate, dated as of the Amendment No. 6 Effective
Date, of an authorized officer of the Borrower as to (i) no
Default or Event of Default as of the Amendment No. 6 Effective
Date after giving effect to this Amendment, (ii) the correctness
of the representations and warranties contained in the Loan
Documents in all material respects as of the Amendment No. 6
Effective Date after giving effect to this Amendment, (iii) no
amendments or other modifications to the Borrower's Certificate
of Incorporation and By-Laws having occurred since the date that
the certified copies of such documents were delivered by the
Borrower pursuant to Sections 4.1(b) and 4.1(c) of the Credit
Agreement, respectively, and (d) the satisfaction of each of the
conditions precedent contained in this Article II;
(d) an opinion of counsel for the Borrower as to this Amendment
and the transactions contemplated hereby, in form and substance
satisfactory to the Agent; and
(e) payment to the Agent of a $50,000 amendment fee to be shared
among the Lenders based upon their respective Percentages.
2.2. The Agent agrees to notify the Borrower and the Lenders of
such Amendment No. 6 Effective Date promptly after such Amendment No. 6
Effective Date occurs.
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ARTICLE 3. - GENERAL
To induce the Agent and the Lenders to enter into this Amendment, the
Borrower warrants to the Agent and the Lenders that: (a) the warranties
contained in the Loan Documents, as amended by the Amendment, are true and
correct in all material respects as of the date hereof with the same effect as
though made on the date hereof; (b) the Purchased Assets and their locations
are properly described in Schedule I hereto; (c) after giving effect to this
Amendment, no Event of Default or Default exists; (d) this Amendment has been
duly authorized by all necessary corporate proceedings and duly executed and
delivered by the Borrower, and the Credit Agreement, as amended hereby, and
each of the other Loan Documents are the legal, valid and binding obligations
of the applicable Loan Party, enforceable against such Loan Party in accordance
with their respective terms, except as enforceability may be limited by
bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or by general principles of equity; (e) no
consent, approval, authorization, order, registration or qualification with any
Governmental Authority or securities exchange is required for, and in the
absence of which would adversely affect, the legal and valid execution and
delivery or performance by the Borrower of this Amendment or the performance by
the Borrower of the Credit Agreement, as amended hereby, or any other Loan
Document to which it is a party; and (f) the Agent has a first priority lien in
the Collateral subject to no other liens, claims or encumbrances whatsoever.
This Amendment may be executed in any number of counterparts and by the
different parties on separate counterparts and each such counterpart shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same Amendment.
Except as specifically provided above, the Credit Agreement and the other
Loan Documents shall remain in full force and effect and are hereby ratified
and confirmed in all respects. The execution, delivery, and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power, or remedy of the Agent or any Lender under the
Credit Agreement or any of the other Loan Documents, nor constitute a waiver or
modification of any provision of any of the other Loan Documents, and the
Obligations shall continue to be secured in all respects by the Collateral.
On and after the Amendment No. 6 Effective Date, each reference in the
Credit Agreement and related documents to "Credit Agreement," "this Agreement"
or words of like import, shall, unless the context otherwise requires, be
deemed to refer to the Credit Agreement as amended hereby.
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The Borrower agrees to pay on demand all costs and expenses of the Agent
(including the reasonable attorney fees and expenses for the Agent, including
the allocated cost of internal counsel) in connection with the preparation,
negotiation, execution and administration of this Amendment and all other
instruments or documents provided for herein or delivered or to be delivered
hereunder or in connection herewith.
This Amendment shall be binding upon the Borrower, the Agent, the Lenders
and their respective successors and assigns, and shall inure to the benefit of
the Borrower, the Agent, the Lenders and their respective successors and
assigns as provided in the Credit Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
UNITED STATES CAN COMPANY
By: /s/ Peter J. Andres
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Title: VP - Treasurer
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BANK OF AMERICA ILLINOIS, as Agent
By: /s/ David L. Graham
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Title: Vice President
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BANK OF AMERICA ILLINOIS,
individually
By: /s/ Tracy J. Alfery
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Title: Vice President
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THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ J. Garland Smith
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Title: Managing Director
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HARRIS TRUST AND SAVINGS BANK
By: /s/ Ronald L. Dellartino
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Title: Vice President
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FLEET NATIONAL BANK
By: /s/ S.P. Kanarian
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Title: VP
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BANK OF SCOTLAND
By: /s/ Catherine M. Oniffrey
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Title: Vice President
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THE NORTHERN TRUST COMPANY
By: /s/ Arthur J. Fogel
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Title: Vice President
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SCHEDULE 1
Purchased Assets and Locations
CHICAGO 4100 W. 42nd Place
Chicago, IL 60632
Litho
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2 Single color metal lithographic press lines
2 Two color metal lithographic press lines
7 Metal lithographic coating lines
Steel
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1 Littell BR-3 metal shearing line with side trimmer
1 Littell BR-5 metal shearing line
1 Wean metal shearing line
3 Metal coil slitting lines
BALTIMORE 901 W. Ostend St.
Baltimore, Maryland 21230
Litho
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1 Single color metal lithographic press line
1 Two color metal lithographic press line
1 Four color metal lithographic press line
2 Incinerating units for volatile organic compound destruction
Steel
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1 Littell LM-1E metal shearing line with electronic feed and side trimmer
1 Littell LM-1 metal shearing line
1 Branner metal coil slitting line
BIRMINGHAM 5051 Cardinal St.
Trussville, Alabama 35173
Litho
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1 Single color metal lithographic press line
1 Two color metal lithographic press line
1 Metal lighographic coating line
1 Incinerating unit for volatile organic compound destruction
Steel
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1 Littell LM-1 metal shearing line
1 Heavy gauge cold rolled steel shearing line with side trimmer