<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1994
-----------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________to___________
*********************************************
Commission file number 1-10756
---------------
CARLISLE PLASTICS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its Charter)
DELAWARE 04-2891825
- - - -------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
*********************************************
Commission file number 33-35966
----------------
POLY-TECH, INC.
---------------------------------------------
MINNESOTA 41-1503086
- - - -------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
*********************************************
ONE UNION STREET, BOSTON, MA 02108
- - - -------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
(617) 557-2600
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days: YES X NO
------ ------
AT OCTOBER 31, 1994, 8,193,733 AND 9,510,552 SHARES OF CARLISLE PLASTICS, INC.
CLASS A COMMON STOCK AND CLASS B COMMON STOCK, RESPECTIVELY, WERE OUTSTANDING.
<PAGE> 2
CARLISLE PLASTICS, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1994
<TABLE>
INDEX
<CAPTION>
PART I - FINANCIAL INFORMATION:
PAGE
<S> <C>
Item 1. Financial Statements.......................................... 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................. 15
PART II - OTHER INFORMATION:
Item 1. Legal Proceedings............................................ 18
Item 2. Changes in Securities........................................ 18
Item 3. Defaults Upon Senior Securities.............................. 18
Item 4. Submission of Matters to a Vote of Security Holders ......... 18
Item 5. Other Information............................................ 18
Item 6. Exhibits and Reports on Form 8-K............................. 18
SIGNATURES................................................................. 19
INDEX TO EXHIBITS.......................................................... 20
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
(In thousands, except share
and per share amounts) (Unaudited)
SEPTEMBER 30, DECEMBER 31,
1994 1993
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 2,576 $ 19,745
Receivables--net of allowances of $2,719 as of
September 30, 1994 and $3,025 as of
December 31, 1993 64,241 46,770
Inventories 45,413 43,032
Other current assets 8,290 5,750
-------- --------
Total current assets 120,520 115,297
-------- --------
Property, plant and equipment--net of accumulated
depreciation of $80,383 as of September 30, 1994
and $68,606 as of December 31, 1993 141,436 135,755
Goodwill--net 66,144 67,729
Other assets--net 6,504 7,067
-------- --------
TOTAL ASSETS $334,604 $325,848
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 8,888 $ 11,209
Accounts payable 46,226 34,109
Other accrued liabilities 10,962 15,722
-------- --------
Total current liabilities 66,076 61,040
-------- --------
Long-term debt--net of current portion 186,042 183,101
Deferred income taxes 11,007 10,816
Other non-current liabilities 3,422 1,625
Commitments and contingencies
Stockholders' equity:
Preferred stock--$.01 par value; 10,000,000 shares
authorized, no shares issued or outstanding
Class A common stock--$.01 par value; 50,000,000
shares authorized; 8,193,733 and 8,000,401
issued and outstanding as of September 30, 1994
and December 31, 1993, respectively 82 80
Class B common stock--$.01 par value; 20,000,000
shares authorized; 9,510,552 and 9,618,694
issued and outstanding as of September 30, 1994
and December 31, 1993, respectively 95 96
Additional paid-in capital 68,359 67,904
Retained earnings (deficit) (479) 1,186
-------- --------
Total stockholders' equity 68,057 69,266
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $334,604 $325,848
======== ========
See notes to unaudited condensed consolidated financial statements and
independent accountants' report.
</TABLE>
3
<PAGE> 4
<TABLE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
<CAPTION>
PERIODS ENDED SEPTEMBER 30,
---------------------------------------
THREE MONTHS NINE MONTHS
------------------- ------------------
1994 1993 1994 1993
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Net sales $104,258 $94,790 $285,352 $273,388
Cost of goods sold 79,773 68,108 215,639 197,862
-------- ------- -------- --------
Gross profit 24,485 26,682 69,713 75,526
Operating expenses 18,763 16,234 50,649 49,099
Goodwill and other amortization 778 743 2,295 2,228
-------- ------- -------- --------
Operating income 4,944 9,705 16,769 24,199
Interest expense 4,747 5,535 14,689 17,156
Interest and other income (15) (68) (149) (290)
-------- ------- -------- --------
Income before provision for
income taxes, extraordinary item
and cumulative effect of change
in accounting principle 212 4,238 2,229 7,333
Provision for income taxes 90 1,573 937 2,933
-------- ------- -------- --------
Income before extraordinary
item and cumulative effect of
change in accounting principle 122 2,665 1,292 4,400
Extraordinary item (net of taxes of
$1,574 in 1994 and $138 in 1993) - - (2,462) (234)
Cumulative effect of change in
accounting principle relating
to income taxes - - - 1,586
-------- ------- -------- --------
Net income (loss) $ 122 $ 2,665 $ (1,170) $ 5,752
======== ======= ======== ========
Earnings per common share:
Before extraordinary item and
change in accounting principle $ .01 $ .15 $ .07 $ .25
Extraordinary item - - (.14) (.01)
Cumulative effect of change in
accounting principle relating
to income taxes - - - .09
-------- ------- -------- --------
Net income (loss) $ .01 $ .15 $ (.07) $ .33
======== ======= ======== ========
Weighted average of common
and common equivalent shares 17,704 17,686 17,688 17,664
======== ======= ======== ========
See notes to unaudited condensed consolidated financial statements and
independent accountants' report.
</TABLE>
4
<PAGE> 5
<TABLE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
1994 1993
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (1,170) $ 5,752
Adjustments to reconcile net income (loss) to
net cash flows from operating activities:
Depreciation and amortization 16,055 14,260
Deferred income taxes 301 (70)
Bad debt expense 48 261
Write-off of deferred financing costs 1,331 122
Change in accounting principle - (1,586)
Other 5 (139)
Changes in assets and liabilities:
Receivables (17,519) (9,260)
Inventories (2,381) (1,338)
Other current assets (2,650) 3,188
Accounts payable 12,117 1,472
Other accrued liabilities (2,039) 3,485
Other assets (723) (486)
-------- --------
Total adjustments 4,545 9,909
-------- --------
Net cash provided by operating activities 3,375 15,661
-------- --------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Acquisition of property, plant and equipment--net (16,760) (11,164)
Purchase of minority interest of subsidiary (3,221) -
Sale of assets of trucking subsidiary - 1,500
-------- --------
Net cash used for investing activities (19,981) (9,664)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (82,486) (5,907)
Issuance of long-term debt 45,225 467
Borrowings under long-term accounts receivable
securitization 35,000 -
Borrowings under long-term line of credit 33,168 -
Repayments under long-term line of credit (30,287) -
Interest rate contract settlement - 2,000
Deferred financing costs (1,639) (19)
Exercise of stock options 456 41
Other - 202
-------- --------
Net cash used for financing activities (563) (3,216)
-------- --------
CASH AND EQUIVALENTS:
Net increase (decrease) (17,169) 2,781
Beginning of period 19,745 17,750
-------- --------
End of period $ 2,576 $ 20,531
======== ========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid $ 13,659 $ 11,935
Income taxes paid $ 543 $ 771
</TABLE>
See notes to unaudited condensed consolidated financial statements and
independent accountants' report.
5
<PAGE> 6
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share amounts)
(Unaudited--See Independent Accountants' Report)
A. BASIS OF PRESENTATION
The condensed consolidated financial statements have been prepared by Carlisle
Plastics, Inc. (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the condensed
consolidated financial statements reflect the adjustments, which are of a normal
recurring nature, necessary to present fairly the Company's financial position
as of September 30,1994 and December 31, 1993 and the results of operations for
the three months and nine months ended September 30, 1994 and 1993 and cash
flows for the nine months ended September 30, 1994 and 1993. While the interim
financial statements and accompanying notes are unaudited, they have been
reviewed by Deloitte & Touche LLP, the Company's independent certified public
accountants.
Results of operations are not necessarily indicative of the results expected
for the full year. Certain amounts in prior periods' financial statements have
been reclassified to conform to the current period's presentation.
These condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes
included in the Company's Form 10-K for the year ended December 31, 1993
and the Company's Form 10-Q for the quarter ended June 30, 1994.
<TABLE>
B. INVENTORIES
Inventories consisted of the following at September 30, 1994 and December
31, 1993:
<CAPTION>
(Unaudited)
September 30, December 31,
1994 1993
-------- --------
<S> <C> <C>
Raw materials $17,984 $13,909
Finished Goods 27,429 29,123
------- -------
Total $45,413 $43,032
======= =======
</TABLE>
C. RELATED PARTY TRANSACTIONS
Management fees incurred with respect to services rendered by affiliates of a
major stockholder were $313 and $375 for the three months ended September 30,
1994 and 1993, respectively, and $1,063 and $1,125 for the nine months ended
September 30, 1994 and 1993, respectively. The management agreement dated
May 22, 1994 has been superseded by a new management agreement dated as of
September 12, 1994. The new management agreement provides for the payment of
management fees in the amount of $750 for the twelve month period commencing on
September 1, 1994 and expires on August 30, 1995.
During the third quarter of 1994, the Company loaned $100 to an officer/director
for relocation expenses in exchange for a promissory note, which bears interest
at 6% and is due August 1997. As of September 30, 1994, accrued interest under
the note is $1.
6
<PAGE> 7
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
D. DEBT FINANCING
On October 25, 1994, the Company increased the availability under its inventory
and receivable lines from $20 and $35 million to $25 and $45 million,
respectively. As of September 30, 1994, amounts available for additional
borrowing under these lines based upon the provisions of the revised agreements
aggregated $18.4 million.
E. UNAUDITED CONDENSED FINANCIAL INFORMATION OF
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
Unaudited condensed consolidating financial information of Carlisle Plastics,
Inc. and subsidiaries follows.
7
<PAGE> 8
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
E. Unaudited Condensed Financial Information of
Carlisle Plastics, Inc. and Subsidiaries (continued)
<TABLE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
<CAPTION>
SEPTEMBER 30, 1994
------------------------------------------------------------------------
Carlisle Non-Guarantor
Plastics, Poly-Tech, Subsidiaries Eliminations Total
Inc. Inc.(1) (2)
-------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 1,805 $ 1 $ 770 $ - $ 2,576
Receivables--net (6) - - 64,241 - 64,241
Inventories (6) 45,212 - 201 - 45,413
Notes receivable from subsidiary (4) (7) 22,583 - - (22,583) -
Receivable from subsidiaries or parent - 35,204 51,394 (86,598) -
Other current assets 5,256 7,663 2,074 (6,703) 8,290
-------- -------- -------- --------- --------
Total current assets 74,856 42,868 118,680 (115,884) 120,520
Notes receivable from subsidiaries (3) (4) (7) 142,287 - - (142,287) -
Investment in subsidiaries 44,092 70,540 - (114,632) -
Property, plant and equipment--net (7) 54,329 29,319 57,788 - 141,436
Goodwill--net 4,059 11,870 50,215 - 66,144
Other assets--net 4,967 1 1,536 - 6,504
-------- -------- -------- --------- --------
TOTAL ASSETS $324,590 $154,598 $228,219 $(372,803) $334,604
======== ======== ======== ========= ========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Current portion of long-term debt (7) $ 8,810 $ - $ 78 $ - $ 8,888
Accounts payable 43,322 680 2,224 - 46,226
Note payable to parent (4) (7) - 1,259 21,324 (22,583) -
Payable to subsidiaries or parent 45,547 39,042 2,009 (86,598) -
Other accrued liabilities 4,444 948 12,273 (6,703) 10,962
-------- -------- -------- --------- --------
Total current liabilities 102,123 41,929 37,908 (115,884) 66,076
Long-term debt--net of current portion (7) 150,552 - 35,490 - 186,042
Note payable to parent (3) (4) (7) - 95,614 46,673 (142,287) -
Deferred income taxes 2,336 3,790 4,881 - 11,007
Other non-current liabilities 3,422 - - - 3,422
Stockholders' equity:
Intercompany preferred stock (5) - 15,000 - (15,000) -
Common stock 177 1,300 70,569 (71,869) 177
Additional paid-in capital 68,359 - 27,763 (27,763) 68,359
Retained earnings (deficit) (2,379) (3,035) 4,935 - (479)
-------- -------- -------- --------- --------
Total stockholders' equity 66,157 13,265 103,267 (114,632) 68,057
-------- -------- -------- --------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $324,590 $154,598 $228,219 $(372,803) $334,604
======== ======== ======== ========= ========
</TABLE>
8
<PAGE> 9
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
E. UNAUDITED CONDENSED FINANCIAL INFORMATION OF
CARLISLE PLASTICS, INC. AND SUBSIDIARIES (continued)
<CAPTION>
DECEMBER 31, 1993
------------------------------------------------------------------------
Carlisle Non-Guarantor
Plastics, Poly-Tech, Subsidiaries Eliminations Total
Inc. Inc.(1) (2)
-------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 19,419 $ 1 $ 325 $ - $ 19,745
Receivables--net 17,983 16,080 12,707 - 46,770
Inventories 15,554 7,307 20,171 - 43,032
Notes receivable from subsidiary (4) 21,317 - - (21,317) -
Receivable from subsidiaries or parent 32,706 - 11,520 (44,226) -
Other current assets 1,060 7,186 2,062 (4,558) 5,750
-------- -------- -------- --------- --------
Total current assets 108,039 30,574 46,785 (70,101) 115,297
Notes receivable from subsidiaries (3) (4) 118,806 - - (118,806) -
Investment in subsidiaries 17,329 70,540 - (87,869) -
Property, plant and equipment--net 50,433 29,823 55,499 - 135,755
Goodwill--net 4,330 12,128 51,271 - 67,729
Other assets--net 4,963 525 1,579 - 7,067
-------- -------- -------- --------- --------
TOTAL ASSETS $303,900 $143,590 $155,134 $(276,776) $325,848
======== ======== ======== ========= ========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Current portion of long-term debt $ 10,980 $ - $ 229 $ - $ 11,209
Accounts payable 31,818 470 1,821 - 34,109
Note payable to parent (4) - - 21,317 (21,317) -
Payable to subsidiaries or parent - 30,659 13,567 (44,226) -
Other accrued liabilities 6,813 2,688 10,779 (4,558) 15,722
-------- -------- -------- --------- --------
Total current liabilities 49,611 33,817 47,713 (70,101) 61,040
Long-term debt--net of current portion 182,457 - 644 - 183,101
Note payable to parent (3) (4) - 90,000 28,806 (118,806) -
Deferred income taxes 2,481 3,835 4,500 - 10,816
Other non-current liabilities 1,625 - - - 1,625
Stockholders' equity:
Intercompany preferred stock (5) - 15,000 - (15,000) -
Common stock 176 1,300 72,069 (73,369) 176
Additional paid-in capital 67,904 - - - 67,904
Retained earnings (deficit) (354) (362) 1,402 500 1,186
-------- -------- -------- --------- --------
Total stockholders' equity 67,726 15,938 73,471 (87,869) 69,266
-------- -------- -------- --------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $303,900 $143,590 $155,134 $(276,776) $325,848
======== ======== ======== ========= ========
</TABLE>
9
<PAGE> 10
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
E. UNAUDITED CONDENSED FINANCIAL INFORMATION OF
CARLISLE PLASTICS, INC. AND SUBSIDIARIES (continued)
<TABLE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, 1994
------------------------------------------------------------------------
Carlisle Non-Guarantor
Plastics, Poly-Tech, Subsidiaries Eliminations Total
Inc. Inc.(1) (2)
-------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
Net sales $107,088 $7,553 $18,586 $(28,969) $104,258
Cost of goods sold 89,344 3,751 15,647 (28,969) 79,773
-------- -------- -------- --------- --------
Gross profit 17,744 3,802 2,939 - 24,485
Operating expenses 17,453 367 1,721 - 19,541
Intercompany interest expense (income) (4,015) 3,688 327 - -
Interest expense 4,146 - 601 - 4,747
Interest and other income (12) (1) (2) - (15)
-------- -------- -------- --------- --------
Income (loss) before
provision for income taxes 172 (252) 292 - 212
Provision for income taxes (benefit) (31) (105) 226 - 90
-------- -------- -------- --------- --------
Net income (loss) $ 203 $ (147) $ 66 $ - $ 122
======== ======== ======== ========= ========
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, 1993
------------------------------------------------------------------------
Carlisle Non-Guarantor
Plastics, Poly-Tech, Subsidiaries Eliminations Total
Inc. Inc.(1) (2)
-------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
Net sales $39,077 $34,693 $37,685 $(16,665) $94,790
Cost of goods sold 30,083 26,170 28,520 (16,665) 68,108
-------- -------- -------- --------- --------
Gross profit 8,994 8,523 9,165 - 26,682
Operating expenses 5,300 5,932 5,745 - 16,977
Intercompany interest expense (income) (4,802) 3,600 1,202 - -
Interest expense 5,422 - 113 - 5,535
Interest and other income (67) 1 (2) - (68)
-------- -------- -------- --------- --------
Income (loss) before provision
for income taxes 3,141 (1,010) 2,107 - 4,238
Provision for income taxes 1,037 10 526 - 1,573
-------- -------- -------- --------- --------
Net income (loss) $ 2,104 $(1,020) $ 1,581 $ - $ 2,665
======== ======== ======== ========= ========
</TABLE>
10
<PAGE> 11
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
E. UNAUDITED CONDENSED FINANCIAL INFORMATION OF
CARLISLE PLASTICS, INC. AND SUBSIDIARIES (continued)
<TABLE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1994
------------------------------------------------------------------------
Carlisle Non-Guarantor
Plastics, Poly-Tech, Subsidiaries Eliminations Total
Inc. Inc.(1) (2)
-------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
Net sales $274,212 $15,987 $52,687 $(57,534) $285,352
Cost of goods sold 225,959 8,392 38,822 (57,534) 215,639
-------- -------- -------- --------- --------
Gross profit 48,253 7,595 13,865 - 69,713
Operating expenses 46,737 1,193 5,014 - 52,944
Intercompany interest expense (income) (12,596) 11,011 1,585 - -
Interest expense 13,508 - 1,181 - 14,689
Interest and other income (146) (1) (2) - (149)
-------- -------- -------- --------- --------
Income (loss) before provision for
income taxes and extraordinary item 750 (4,608) 6,087 - 2,229
Provision for income taxes (benefit) 315 (1,935) 2,557 - 937
-------- -------- -------- --------- --------
Income (loss) before extraordinary item 435 (2,673) 3,530 - 1,292
Extraordinary item -- early
retirement of debt, net of taxes (2,460) - (2) - (2,462)
-------- -------- -------- --------- --------
Net income (loss) $ (2,025) $(2,673) $ 3,528 $ - $ (1,170)
======== ======== ======== ========= ========
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1993
------------------------------------------------------------------------
Carlisle Non-Guarantor
Plastics, Poly-Tech, Subsidiaries Eliminations Total
Inc. Inc.(1) (2)
-------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
Net sales $104,004 $86,998 $112,600 $(30,214) $273,388
Cost of goods sold 79,946 61,408 86,722 (30,214) 197,862
-------- -------- -------- --------- --------
Gross profit 24,058 25,590 25,878 - 75,526
Operating expenses 14,502 18,420 18,405 - 51,327
Intercompany interest expense (income) (14,199) 10,800 3,399 - -
Interest expense 16,812 1 343 - 17,156
Interest and other income (275) - (15) - (290)
-------- -------- -------- --------- --------
Income (loss) before provision for
income taxes, extraordinary item and
cumulative effect of change
in accounting principle 7,218 (3,631) 3,746 - 7,333
Provision for income taxes (benefit) 1,938 (31) 1,026 - 2,933
-------- -------- -------- --------- --------
Income (loss) before extraordinary item
and cumulative effect of change in
accounting principle 5,280 (3,600) 2,720 - 4,400
Extraordinary item -- early
retirement of debt, net of taxes (234) - - - (234)
Cumulative effect of change in
accounting principle relating to
income taxes 2,489 (69) (834) - 1,586
-------- -------- -------- --------- --------
Net income (loss) $ 7,535 $(3,669) $ 1,886 $ - $ 5,752
======== ======== ======== ========= ========
</TABLE>
11
<PAGE> 12
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
E. UNAUDITED CONDENSED FINANCIAL INFORMATION OF
CARLISLE PLASTICS, INC. AND SUBSIDIARIES (continued)
(1) Poly-Tech, Inc. ("Poly-Tech") has guaranteed the Company's Notes.
The aggregate principal amount of this indebtedness was $109,100 as of
September 30, 1994. American Western Corporation ("American Western"),
a wholly-owned subsidiary of Poly-Tech, is not obligated under any of such
guarantees by Poly-Tech.
(2) Non-guarantor subsidiaries include American Western, Rhino-X
Industries, Inc. ("Rhino-X"), A&E Products (Far East) Ltd., Plasticos
Bajacal, S.A. de C.V., A&E -- Korea, Ltd. and Carlisle Plastics Funding
Corporation ("CPFC").
(3) Poly-Tech's Intercompany Notes include a $55,000 Intercompany Note
issued March 23, 1990 and a $35,000 Intercompany Note issued April 7,
1989 (together the "Intercompany Notes") payable to the Company ten
years from their respective dates of issuance, without amortization, and
bear interest at 16% per annum. The Intercompany Notes may be
prepaid at any time, in whole or in part, at 100% of their principal
amount plus accrued interest to the date of prepayment. The Intercompany
Notes are unsecured and rank pari passu in right of payment with all
other existing and future senior subordinated indebtedness of Poly-Tech.
Additionally, the Intercompany Notes, pursuant to their terms, are
subordinated in right of payment to all other unsubordinated indebtedness
of Poly-Tech, including the guarantees by Poly-Tech of the Notes.
(4) The Non-Guarantor Subsidiaries' Intercompany Notes include a $4,000 note
issued July 16, 1991, bearing interest at 8% per annum, which was repaid on
January 1, 1994; a $17,317 note issued January 1, 1994 payable upon demand,
without amortization, bearing interest at the commercial paper rate (4.92%
at September 30, 1994) plus 1.25% per annum; and a $28,806 note issued June
19, 1992 payable March 1, 1996, without amortization, bearing
interest at LIBOR (5.0625% at September 30, 1994) plus 2.375% per annum.
These Intercompany Notes may be prepaid at any time, in whole or in part,
at 100% of their principal amount plus accrued interest to the date
of prepayment. The Intercompany Notes are unsecured and rank pari passu in
right of payment with all other existing and future
indebtedness of Rhino-X and American Western.
(5) The intercompany preferred stock has $2,063 cumulative preferred
dividends in arrears.
(6) On March 9, 1994, Poly-Tech, American Western and Rhino-X entered
into asset purchase agreements with Carlisle Plastics, Inc. Under
these asset purchase agreements, all accounts receivable and inventory
were sold from the subsidiaries to Carlisle Plastics, Inc. On March
9, 1994, these three subsidiaries also entered into contract
manufacturing agreements with Carlisle Plastics, Inc., under which the
subsidiaries provide manufacturing services to Carlisle Plastics, Inc.
With the implementation of these agreements, Carlisle Plastics, Inc.
became responsible for all selling and administrative duties for the
Company. The asset purchase and contract manufacturing agreements were
effective January 1, 1994.
12
<PAGE> 13
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
E. UNAUDITED CONDENSED FINANCIAL INFORMATION OF
CARLISLE PLASTICS, INC. AND SUBSIDIARIES (continued)
(7) On April 4, 1994, Poly-Tech, American Western and Rhino-X sold
certain assets as part of the Company's sale and leaseback financing.
The subsidiaries entered into sublease agreements with Carlisle
Plastics, Inc. The sublease agreements were equal to each subsidiary's
pro rata share (based on assets sold by each subsidiary) of the
Company's external sale and leaseback financing and have similar terms.
The capital lease obligations related to these subleases are included in
Intercompany Notes of $6,873, $4,977 and $16,897 for Poly-Tech, American
Western and Rhino-X, respectively.
(8) On April 14, 1994, the Company entered into a five-year $35,000
accounts receivable securitization program. The line was
increased to $45,000 on October 25, 1994. Under this
program, the Company sold and will continue to sell substantially all
of its accounts receivable to its newly-formed, wholly-owned
subsidiary, CPFC. CPFC purchases the accounts receivable of the
Company with proceeds from its borrowings under a commercial paper
facility. The purchased accounts receivable are solely the assets of
CPFC. In the event of liquidation of CPFC, creditors of CPFC would be
entitled to satisfy their claims from CPFC's assets prior to any
distribution to the Company.
13
<PAGE> 14
INDEPENDENT ACCOUNTANTS' REPORT
Carlisle Plastics, Inc.
Boston, Massachusetts
We have reviewed the accompanying condensed consolidated balance sheet of
Carlisle Plastics, Inc. and subsidiaries (the Company) as of September 30, 1994
and the related condensed consolidated statements of operations for the three
and nine month periods ended September 30, 1994 and 1993 and cash flows for
the nine month periods ended September 30, 1994 and 1993. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Carlisle Plastics, Inc. and
subsidiaries as of December 31, 1993, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated February 9, 1994, we expressed an
unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31,1993 is fairly stated, in all material respects,
in relation to the consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
October 25, 1994
14
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NET SALES
The Company's net sales for the three months ended September 30, 1994 increased
10.0% to $104.3 million from $94.8 million for the three months ended September
30, 1993, primarily due to a 30% increase in sales for the hanger business. Net
sales for the nine months ended September 30, 1994 increased 4.4% to $285.4
million from $273.4 million for the nine months ended September 30, 1993. Unit
volume increases of 9% for the three month period and 12% for the nine month
period were partially offset by decreases in unit selling prices.
GROSS PROFIT
The Company's gross margins during the current quarter were significantly
impacted by continued increases in the cost of raw materials, primarily resins.
Gross profit for the three months ended September 30, 1994 decreased to $24.5
million from $26.7 million for the three months ended September 30, 1993. Gross
profit for the nine months ended September 30, 1994 decreased to $69.7
million from $75.5 million for the nine months ended September 30, 1993. Gross
profit as a percent of sales decreased to 23.5% from 28.1% for the three month
period and decreased to 24.4% from 27.6% for the nine month period. The decrease
in gross profit for both the periods was largely due to the delay in passing on
increases in resin prices to customers.
OPERATING EXPENSES
Operating expenses, exclusive of goodwill and other amortization, for the three
months ended September 30, 1994 increased to $18.8 million from $16.2 million
for the three months ended September 30, 1993 and increased to $50.6 million
for the nine months ended September 30, 1994 from $49.1 million for the nine
months ended September 30, 1993. The increase was due to higher selling and
advertising expenses as a result of increased unit sales.
INCOME FROM OPERATIONS
Income from operations decreased to $4.9 million for the three months ended
September 30, 1994 from $9.7 million for the same period in 1993. Income
from operations decreased to $16.8 million for the nine months ended September
30, 1994 from $24.2 million for the same period in 1993.
INTEREST EXPENSE
Interest expense, including amortization of deferred financing costs, decreased
14.2% to $4.7 million for the three months ended September 30, 1994 from $5.5
million for the three months ended September 30, 1993 and decreased 14.4% to
$14.7 million for the nine months ended September 30, 1994 from $17.2 million
for the nine months ended September 30, 1993. The decrease was due to the
refinancing of fixed rate debt with lower rate variable rate debt.
INCOME TAXES
The provision for income taxes is based upon the estimated effective tax rate
for each respective year.
15
<PAGE> 16
NET INCOME (LOSS)
Net income for the three months ended September 30, 1994 decreased to $.1
million from $2.7 million for the three months ended September 30, 1993. Net
loss for the nine months ended September 30, 1994 was $1.2 million. The loss
included a $2.5 million extraordinary charge due to the early extinguishment of
debt. Net income of $5.8 million for the nine months ended September 30,
1993 included a benefit of $1.6 million from the cumulative effect of an
accounting principle change relating to the adoption of SFAS No. 109 and $.2
million extraordinary charge due to the early extinguishment of debt.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital as of September 30, 1994 was $54.4
million, an increase of $0.2 million from the working capital balance
at December 31, 1993.
For the nine months ended September 30, 1994 and 1993, net cash flow
provided by operations was $3.4 million and $15.7 million,
respectively. This change was the result of receivables, which
increased $17.5 million from December 31, 1993 to September 30, 1994
as a result of increased selling prices. In addition, accounts
payable increased $12.1 million from December 31, 1993 to September
30, 1994 as a result of higher raw material costs. Principal uses of
cash in 1994 included net capital expenditures of $16.8 million.
Capital expenditures for 1994 are expected to approximate depreciation
expense.
On January 1, 1994, the Company purchased the minority interest shares of
Rhino-X for $4.0 million, net of $.8 million for sales tax payments made
by the Company and recoverable from the minority shareholders.
On March 1, 1994, the Company retired $10.0 million of its Senior Variable Rate
Notes due 1994 upon maturity.
On March 9, 1994, the Company entered into a three-year $55.0 million revolving
credit facility. At September 30, 1994, $2.9 million was outstanding under this
revolving credit facility. On April 1, 1994 the Company retired the $0.3 million
balance of one of its industrial revenue bonds. On April 4, 1994, the Company
entered into a five-year sale and leaseback financing. The Company utilized
existing cash balances and proceeds from the sale and leaseback financing to
retire the $68.5 million outstanding balance of its 13.75% Senior Fixed Rate
Notes, three years prior to maturity at 103.93% of their principal amount. The
premium and the related write-off of deferred financing costs were recorded as
an extraordinary charge of $2.5 million (net of taxes) in the first quarter of
1994.
On April 14, 1994, the Company completed a five-year accounts receivable
securitization agreement for $35.0 million and used the proceeds to pay down
outstanding revolving credit advances. The Company reduced the revolving credit
agreement to $20.0 million.
On October 25, 1994 the Company increased the maximum availability
under the inventory and receivables lines from $20 and $35 million to
$25 and $45 million, respectively.
In the third quarter of 1993, the Company entered into an interest rate swap
agreement with a notional principal amount of $90.0 million, terminating on June
15, 1997 (matching the principal and due date of the Company's 10.25% Senior
Fixed Rate Notes) to manage interest expense. Under the agreement, the Company
receives interest at a fixed rate (4.9%) and pays interest at a floating rate
(LIBOR), which is established in arrears at six month intervals. The
agreement is collateralized by a letter of credit. The net interest
differential of $0.2 million and $0.3 million was recorded as an
16
<PAGE> 17
increase in interest expense in the three month and nine month periods ended
September 30, 1994, respectively. The net interest differential of $0.1 million
was recorded as a reduction in interest expense in the three and nine month
periods ended September 30, 1993. The Company is subject to interest rate risk
during the term of the swap agreement. A sufficient increase in market interest
rates during the term of the agreement could result in the Company having a net
payment obligation under the agreement.
On May 5, 1994, the Company bought an interest rate corridor for $1.5
million with a notional principal amount of $90.0 million, which
limits the Company's interest rate on the interest rate swap agreement
at levels between 5.86% to 7.36% beginning in June 1995. The term of
this corridor is June 15, 1995 through June 15, 1997; the principal
and due date matches that of the Company's 10.25% Senior Fixed Rate
Notes. The cost of entering into the interest rate corridor has been
deferred and will be amortized over the term of the agreement. The
Company is subject to interest rate risk during the period of this
corridor to the extent that the LIBOR rate, established in arrears at
six month intervals, exceeds 7.36%.
Based upon market information provided by the counterparty as of
September 30, 1994, the estimated net cost of terminating the interest
rate agreements approximated $4.7 million.
The Company expects its cash on hand, funds from operations and
borrowings available under existing credit facilities to be sufficient
to cover future operating and investing cash requirements.
Based upon the Company's expected ability to generate funds from
operations, management believes that the Company will have the funds
necessary to meet all of its financing requirements and obligations.
The Company is, however, exploring options to further extend its
available credit facilities in order to create additional liquidity.
This is likely to take the form of a $15 million addition to the
Company's existing $90 million 10 1/4% Senior Unsecured Notes. The
proceeds of such financing would be used to pay down existing lines of
credit and create additional availability.
ACCOUNTING PRONOUNCEMENTS
In October 1994, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 119, "Disclosure About
Derivative Financial Instruments and Fair Value of Financial
Instruments." Management is evaluating the financial statement
impact, if any, on the Company's adoption of this standard for the
year ended December 31, 1994.
17
<PAGE> 18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings:
None.
Item 2. Changes in Securities:
None.
Item 3. Defaults Upon Senior Securities:
None.
Item 4. Submission of Matters to a Vote of Security Holders:
None.
Item 5. Other Information:
None.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
The Index to Exhibits is set forth on page 20.
(b) Reports on Form 8-K
None.
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLISLE PLASTICS, INC.
Date November 9, 1994 /s/ Patrick J. O'Leary
---------------- -------------------------
Patrick J. O'Leary
Chief Financial Officer
(Principal Financial and
Accounting Officer) and
Director
POLY-TECH, INC.
Date November 9, 1994 /s/ Patrick J. O'Leary
---------------- -------------------------
Patrick J. O'Leary
Chief Financial Officer
(Principal Financial and
Accounting Officer)
19
<PAGE> 20
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994
INDEX TO EXHIBITS
10.8 Management Agreement dated as of September 12, 1994
between the Company and Carlisle Plastics Management
Corporation.
10.14 Third Amendment to Credit Agreement dated as of October
25, 1994 by and among the borrowers under the Credit
Agreement referenced in Exhibit 10.14 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1994 and General Electric Capital Corporation ("GECC"),
as Agent and Lender.
10.20 First Amendment to Equipment Lease Agreement and
Amendment No. 2 dated as of August 17, 1994 and October 25,
1994 respectively, by and between the Company and GECC.
10.21 Amendments to Equipment Sublease Agreements by and
between the Company and Poly-Tech, American Western and
Rhino-X dated as of August 17, 1994 and October 25, 1994.
10.25 Amendment No. 1 to Receivables Funding and Servicing
Agreement dated as of October 25, 1994 by and among CPFC, as
Borrower, Redwood Receivables Corporation ("Redwood"), as
Lender, the Company, as Servicer, and GECC, as Operating
Agent and Collateral Agent.
10.26 Note dated October 25, 1994 in the amount of $45,000,000
issued by CPFC to Redwood pursuant to the Receivables
Funding and Servicing Agreement referenced in Exhibit 10.25.
10.27 Amendment No. 1 to Receivables Sale Agreement dated as of
October 25, 1994 by and between the Company and CPFC.
10.28 Note dated October 25, 1994 in the amount of $45,000,000
issued by the Company to CPFC pursuant to the Receivables
Sale Agreement referenced in Exhibit 10.27.
20
<PAGE> 1
EXHIBIT 10.8
CARLISLE PLASTICS MANAGEMENT CORPORATION
September 12, 1994
Carlisle Plastics, Inc.
One Union Street
Boston, MA 02108
ATTN: Patrick O'Leary, Chief Financial Officer
RE: Management Services Agreement
Dear Mr. O'Leary:
On behalf of Carlisle Plastics, Inc. (the "Company") you have
requested that Carlisle Plastics Management Corporation ("CPMC") provide the
Company with management and oversight assistance in the areas of:
- Operational and information management;
- Strategic marketing planning;
- Systems development and implementation;
- Executive resource management;
- Finance and banking relationships;
- Taxation;
- Financial and managerial accounting;
- Consultation regarding legal, auditing,
pension, actuarial, and other required
professional services; and
- Other business decisionmaking strategies
collectively, "Management Services." You have further requested that CPMC
be available for the furnishing of such management services on an
as-needed basis and that CPMC provide the necessary personnel and
professionals in order to assist the Company in meeting its overall
business mission. The management services listed above are not intended to be
all inclusive.
<PAGE> 2
Carlisle Plastics, Inc.
September 12, 1994
- - - - Page 2 -
Accordingly, CPMC agrees to furnish additional services to the Company, from
time to time, as such additional services are requested by the Company.
The Company will, at all times, protect, defend, indemnify and
otherwise hold CPMC and its officers, directors, employees, and agents
(collectively, the "Indemnified Parties" and each individually, an "Indemnified
Party") harmless against and from any and all claims, suits, actions, debts,
costs (including reasonable attorneys' fees), losses, obligations, judgments,
charges and expenses of any nature whatsoever suffered or incurred by such
Indemnified Parties with respect to any management service or services rendered
to the Company pursuant to this Agreement. This indemnity shall survive the
termination of this Agreement. If any claim is made against any Indemnified
Party that, if sustained, would give rise to a liability pursuant to this
paragraph, the Indemnified Party shall promptly cause written notice of the
claim to be delivered to the Company and shall afford the Company and its
counsel, at the Company's sole expense, the opportunity to defend or settle the
claim; PROVIDED, HOWEVER, that the failure to give such notice shall not relieve
the Company from liability hereunder except to the extent that the Company has
actually been damaged by such failure. The Company shall notify the
Indemnified Party within 30 days after receipt of such notice of its decision
whether to assume defense of such claim. If the Company assumes the defense of
a claim that exclusively seeks monetary damages, it shall have the right to
conduct the defense of such claim and to make such settlement with regard
thereto as it shall in its sole discretion determine. If the Company assumes the
defense of a claim that seeks non- monetary relief, it shall have the right to
conduct the defense of such claim in consultation with the Indemnified Party
and to make such settlement
(i) with respect to non-monetary relief, as
shall be consented to by the Indemnified Party,
such consent not to be unreasonably withheld, and
(ii) with respect to monetary damages, if
any, as the Company shall in its sole discretion
determine.
If the Company does not assume the defense of a claim, the Indemnified Party
shall have the right to conduct the defense of such claim in consultation with
the Company and to make such settlement as shall be consented by the Company,
such consent not to be unreasonably withheld.
This letter agreement will serve to memorialize the past practices in
which the Company and CPMC have engaged with respect to management services and
will also serve to evidence the management services agreement which CPMC and the
Company have reached with respect to the furnishing of management services for
the twelve month period commencing September 1, 1994. This agreement supersedes
the Letter Agreement of May 22, 1994, which agreement is now null and void.
<PAGE> 3
Carlisle Plastics, Inc.
September 12, 1994
- - - - Page 3 -
CPMC will charge the Company an annual fee (the "Management
Fee") in an amount of $750,000 for the 1-year period commencing on September
1, 1994, and ending on the first anniversary of such date. The
Management Fee will be due and payable in equal monthly installments on the
tenth (10th) day of the month during which the services are provided.
CPMC will invoice the Company monthly for each installment. If other
services are arranged by CPMC or are provided by other independent
professionals arranged with or by CPMC's assistance, the Company agrees to be
responsible for such professional fees. Such responsibility may be
satisfied, depending upon the circumstances, by
(1) an increase in the monthly amount,
(2) direct payment to the independent professional who
provided the service, or
(3) reimbursement to CPMC for any amounts advanced on the
Company's behalf.
The Company agrees to promptly reimburse CPMC for all travel and other
reasonable expenses incurred or paid by CPMC in the performance of
management services pursuant to this Agreement, in each case consistent with
the past practices of the Company and subject to receipt by the Company of
such expense reports and receipts as it shall reasonably request.
This Agreement may be amended at any time with the joint consent of
CPMC and the Company.
If this represents your understanding of our Agreement, please date
and sign the enclosed copy of this letter and return it to me at your earliest
convenience.
Sincerely,
CARLISLE PLASTICS MANAGEMENT CORPORATION
By /s/ William H. Binnie
----------------------------
William H. Binnie, President
Acknowledged and accepted on September 12, 1994:
CARLISLE PLASTICS, INC.
By /s/ Patrick J. O'Leary
---------------------------------------------
Patrick O'Leary, Chief Financial Officer
<PAGE> 1
EXHIBIT 10.14
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
October 25, 1994, is by and among CARLISLE PLASTICS, INC., a Delaware
corporation, as Borrower, POLY-TECH, INC., a Minnesota corporation, A&E PRODUCTS
(FAR EAST) LTD., a Hong Kong corporation, PLASTICOS BAJACAL S.A- DE C.V., a
Mexican corporation, RHINO-X INDUSTRIES, INC., a Delaware corporation, A&E
KOREA, LTD., a Delaware corporation, AMERICAN WESTERN CORPORATION, a Delaware
corporation, and AWC TRANSPORTATION CORPORATION, a South Dakota corporation,
collectively as the Co-Obligors, and GENERAL ELECTRIC CAPITAL CORPORATION, a
New York corporation, as Agent and as Lender.
RECITALS
A. The parties hereto are parties to that certain Credit Agreement,
dated as of March 9, 1994, as amended by that certain First Amendment to Credit
Agreement and Security Agreement, dated as of April 14, 1994 and that
Second Amendment to Credit Agreement dated as of April 15, 1994 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), pursuant to which Lender has made and may hereafter make
loans and advances and other extensions of credit to Borrower;
B. Borrower and Co-Obligors desire, and Agent is willing, to further
amend certain provisions of the Credit Agreement, all on the terms and
conditions set forth in this Amendment; and
C. Each capitalized term used in this Amendment and not otherwise
defined in this Amendment shall have the meaning ascribed thereto in
SCHEDULE A to the Credit Agreement; this Amendment shall constitute a Loan
Document; these Recitals shall be construed as part of this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. Amendment of the Credit Agreement.
----------------------------------
1.1 SECTION 1.1(A) of the Credit Agreement is hereby amended by
deleting the figure "$55,000,000" on the eighth line thereof and by
substituting therefor the figure "$25,000,000" and by deleting the second
sentence thereof in its entirety.
1.2 SECTION 6.3 of the Credit Agreement is hereby amended by deleting
the word "and" prior to the clause (xii) thereof and by adding immediately
after clause (xii) thereof the following new clause (xiii):
and (xiii) any Indebtedness incurred to raise the Additional Capital.
<PAGE> 2
1.3 SECTION 8.1 of the Credit Agreement is hereby amended by adding
immediately after clause (o) thereof the following new clause (p):
(p) Borrower shall fail to raise the
Additional Capital by February 22, 1995, and, at any
time after such failure, Borrower shall fail to
maintain a weekly average of unused Borrowing
Availability and Excess Availability (as defined in the
Receivables Securitization Facility) in the aggregate
of not less than Ten Million Dollars ($10,000,000),
measured on a weekly basis for the prior week.
1.4 The Credit Agreement is hereby amended by amending SCHEDULE A
as follows:
(a) SCHEDULE A is hereby amended by deleting the
figure "$20,000,000" on the fifth line of clause (b) of the
definition of "Borrowing Base" and by substituting therefor
the figure "$25,000,000."
(b) SCHEDULE A is hereby amended by deleting the
figure "$55,000,000" on the second line of the definition of
"Maximum Revolving Credit Loan" and by substituting therefor
the figure "$25,000,000."
(c) SCHEDULE A is hereby amended by deleting the
figure Thirty-Five Million Dollars ($35,000,000)" on the
fifth line of the definition of "Receivables Securitization
Facility" and by substituting therefor the figure "Forty-
Five Million Dollars ($45,000,000)."
(d) SCHEDULE A is hereby amended by inserting therein
in proper alphabetical order the following new definition:
"ADDITIONAL CAPITAL" shall mean
additional debt or equity capital of Borrower in
an amount at least Seven Million Dollars
($7,000,000) in excess of Borrower's total capital
as of October 25, 1994, the terms and conditions
of which must be satisfactory to Agent in its sole
discretion.
1.5 The Credit Agreement is hereby amended by amending SCHEDULE
6.11 as follows:
(a) SCHEDULE 6.11 is hereby amended by deleting in its
entirety clause (a) thereof and by substituting therefor the
following:
(a) MAXIMUM CAPITAL EXPENDITURES. Borrower
and its Subsidiaries on a consolidated basis shall not
make Capital Expenditures during the following periods
that exceed in the aggregate the amounts set forth
opposite each of such periods:
<PAGE> 3
<TABLE>
<CAPTION>
Aggregate Maximum
Period Covered Capital Expenditures
----------------------------------------------
<S> <C>
January 1, 1994 through $19,400,000
December 31, 1994
January 1, 1995 through 11,000,000
December 31, 1995
January 1, 1996 through 12,000,000
December 31, 1996
January 1, 1997 through 12,000,000
December 31, 1997
</TABLE>
(b) SCHEDULE 6.11 is hereby amended by deleting in its
entirety clause (e) thereof and by substituting therefor the
following:
(e) Maximum Funded Debt to Equity Ratio.
Lessee and its subsidiaries on a Consolidated basis
shall have and shall maintain at all times during the
periods set forth below a ratio of (i) Funded Debt to
(ii) Equity of not more than the ratios set forth
opposite each of such periods:
Closing Date through December 31, 1995 3.1 to 1.0
January 1, 1996 through March 9, 1997 3.0 to 1.0
2. CONSENT. Notwithstanding any provisions in the Credit
Agreement to the contrary, including Sections 5.7 and 6.22
thereof, Agent hereby consents to the amendments to (i) the
Receivables Securitization Facility contemplated by that certain
Amendment thereto attached hereto as Exhibit A (the "Receivables
Securitization Facility Amendment") and (ii) the Sale Leaseback
Facility contemplated by that certain Amendment thereto attached
hereto as Exhibit B.
3. FEES. Borrower shall pay to GE Capital, individually,
a waiver fee in the aggregate amount of $75,000 and a closing fee
in the aggregate amount of $75,000 for this Amendment and the
Receivables Securitization Facility Amendment.
4. CONDITIONS TO EFFECTIVENESS. This Amendment shall not
become effective, and Agent and Lenders shall have no obligation
hereunder, until the following conditions shall have been
satisfied in full, in Agent's sole discretion:
(a) Agent shall have received original counterparts of
this Amendment, duly executed by each party hereto;
(b) Agent shall have received duly executed originals
of the opinion of Lindquist & Vennum, counsel for Borrower
and its Subsidiaries, in form and substance satisfactory to
Agent and its counsel, dated as of the date of this
Amendment, and accompanied by a letter addressed to such
counsel from Borrower and its Subsidiaries, authorizing and
<PAGE> 4
directing such counsel to address its opinion to Agent, on behalf
of Lenders, and to include in such opinion an express
statement to the effect that Agent and Lenders are
authorized to rely on such opinion;
(c) Agent shall have received such agreements,
schedules, exhibits, certificates, documents or other
instruments as Agent may request;
(d) Borrower shall have paid to GE Capital,
individually, the waiver fee and closing fee referred to in
SECTION 3 of this Amendment; and
(e) on and as of the date hereof, the representations
and warranties of Borrower made pursuant to SECTION 5 hereof
shall be true, accurate and complete in all respects.
5. REPRESENTATIONS AND WARRANTIES OF BORROWER. In order
to induce Agent and Lender to enter into this Amendment, Borrower
hereby makes the following representations and warranties, each
of which shall survive the execution and delivery of this
Amendment:
(a) as of the date hereof, no Default or Event of
Default has occurred and is continuing and, after giving
effect to this Amendment and the transactions contemplated
hereby, no Default or Event of Default shall have occurred
and be continuing;
(b) as of the date hereof and after giving effect to
this Amendment and the transactions contemplated hereby, the
representations and warranties of Borrower and each of the
Co-Obligors contained in the Loan Documents are true,
accurate and complete in all respects on and as of the date
hereof to the same extent as though made on and as of the
date hereof, except to the extent that any such
representation or warranty expressly relates to an earlier
date; and
(c) the execution, delivery and performance by
Borrower and each of the Co-Obligors of this Amendment and
each of the agreements, schedules, exhibits, certificates,
documents and other instruments attached hereto, described
herein or contemplated hereby to which such Person is a
party are within its corporate power and have been duly
authorized by all necessary corporate action on the part of
such Person (including, without limitation, resolutions of
the board of directors and, as applicable, the stockholders,
of such Person), and this Amendment and such agreements,
schedules, exhibits, certificates, documents and instruments
are the legal, valid and binding obligation of each such
Person enforceable against each such Person in accordance
with their respective terms, except as enforceability may be
limited by bankruptcy, insolvency or other similar laws
affecting the rights of creditors generally or by
application of general principles of equity.
6. Reference to and Effect on the Credit Agreement.
------------------------------------------------
6.1 Except as specifically amended above, the Credit
Agreement and each of the Schedules thereto shall remain in full
force and effect and the Credit Agreement (including SCHEDULE
6.11, Financial Covenants and SCHEDULE A, Definitions), as
amended by this Amendment, is hereby ratified and confirmed in
all respects.
<PAGE> 5
6.2 Except to the extent the Credit Agreement has been
amended by the terms hereof or as otherwise expressly provided
herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or
remedy of Agent under the Credit Agreement or any of the other
Loan Documents, or constitute a waiver of any provision of the
Credit Agreement or any of the other Loan Documents.
6.3 Upon the effectiveness of this Amendment each reference
in (a) the Credit Agreement to "this Agreement," "hereunder,"
"hereof," or words of similar import and (b) any other Loan
Document to "the Credit Agreement," shall, in each case, mean and
be a reference to the Credit Agreement (including SCHEDULE 6.11,
Financial Covenants and SCHEDULE A Definitions), as amended
hereby.
7. Miscellaneous.
--------------
7.1 FEES AND EXPENSES. Borrower agrees to pay on demand
all fees, costs and expenses incurred by or otherwise due to
Agent in connection with the preparation, execution and delivery
of this Amendment, together with all fees, costs and expenses
incurred by or otherwise due to Agent prior to the date hereof
which are payable by Borrower pursuant to the Credit Agreement.
7.2 HEADINGS. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
7.3 COUNTERPARTS. This Amendment may be executed in any
number of separate counterparts, each of which shall collectively
and separately constitute one agreement.
7.4 GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS AND DECISIONS OF THE
STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES)
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
<PAGE> 6
IN WITNESS WHEREOF, each party hereto has caused this Third
Amendment to be duly executed and delivered by its proper and
duly authorized officer as of the date first written above.
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and Lender
By: /S/ THOMAS E. JOHNSTONE
--------------------------------------
Title: Vice President - Commercial Finance
--------------------------------------
CARLISLE PLASTICS, INC.
By: /S/ PATRICK J. O'LEARY
--------------------------------------
Title: Chief Financial Officer
--------------------------------------
POLY-TECH, INC.
By: /S/ PATRICK J. O'LEARY
--------------------------------------
Title: Chief Financial Officer
--------------------------------------
A&E PRODUCTS (FAR EAST) LTD.
By: /S/ CLIFFORD A. DEUPREE
--------------------------------------
Title: Director
--------------------------------------
PLASTICOS BAJACAL S.A. DE C.V.
By: /S/ CLIFFORD A. DEUPREE
--------------------------------------
Title: Sole Administrator
--------------------------------------
RHINO-X INDUSTRIES, INC.
By: /S/ PATRICK J. O'LEARY
--------------------------------------
Title: Chief Financial Officer
--------------------------------------
<PAGE> 7
A&E - KOREA, LTD.
By: /S/ PATRICK J. O'LEARY
--------------------------------------
Title: Chief Financial Officer
--------------------------------------
AMERICAN WESTERN CORPORATION
By: /S/ PATRICK J. O'LEARY
--------------------------------------
Title: Chief Financial Officer
--------------------------------------
AWC TRANSPORTATION CORPORATION
By: /S/ PATRICK J. O'LEARY
--------------------------------------
Title: Chief Financial Officer
--------------------------------------
<PAGE> 1
EXHIBIT 10.20
FIRST AMENDMENT TO EQUIPMENT LEASE AGREEMENT
This FIRST AMENDMENT TO EQUIPMENT LEASE AGREEMENT (this
"Amendment") is made as of the 17th day of August, 1994 by and between
GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT FOR ITSELF AND CERTAIN
PARTICIPANTS ("Lessor"), and CARLISLE PLASTICS, INC. ("Lessee").
WITNESSETH:
WHEREAS, Lessor and Lessee are parties to that certain Equipment
Lease Agreement dated as of April 4, 1994 (the "Lease"), pursuant to
which Lessor has agreed to lease to Lessee, and Lessee has agreed to lease
from Lessor, the Equipment described in Equipment Schedule No. 1 dated as of
April 4, 1994 (the "Equipment Schedule") which was executed pursuant
thereto and formed a part thereof; and
WHEREAS, Lessor and Lessee wish to amend the Equipment Schedule;
NOW, THEREFORE, in consideration of the terms and conditions contained
herein, the parties hereto agree as follows:
1. CAPITALIZED TERMS. Unless otherwise specified herein,
capitalized terms used but not otherwise defined herein shall have the same
meaning assigned thereto in the Lease.
2. AMENDMENTS TO THE EQUIPMENT SCHEDULE. The Equipment Schedule
is hereby amended as of the date hereof by deleting Annexes B, C and D
thereto in their entirety and inserting Annexes B, C and D, each of which is
attached hereto and made a part hereof, in lieu thereof.
3. REPRESENTATIONS AND WARRANTIES OF LESSEE. In order to induce
Lessor to enter into this Amendment, Lessee represents and warrants to Lessor:
(a) After giving effect to this Amendment, the
representations and warranties of Lessor contained in the Lease
are true and correct on and as of the date hereof to the same
extent as though made on and as of the date hereof except to the
extent such representations and warranties specifically relate to
an earlier date.
(b) The execution, delivery and performance by Lessee of
this Amendment and each of the documents and agreements described
herein to which Lessee is a party are within its corporate powers
and have been duly authorized by all necessary corporate action
on the part of Lessee, and this Amendment and such documents and
agreements are the legaL, valid and binding obligation of the
Lessee enforceable against Lessee in accordance with their
respective terms.
4. REFERENCE TO AND EFFECT ON THE LEASE.
4.1. Except as specifically amended above, the Lease shall remain in
full force and effect and is hereby ratified and confirmed.
<PAGE> 2
4.2. The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of Lessor under the
Lease, or constitute a waiver of any provision of the Lease. Upon the
effectiveness of this Amendment, each reference in the Lease to "this
Agreement," "hereunder," "hereof," or words of similar import shag mean and
be a reference to the Lease as amended hereby.
5. MISCELLANEOUS.
5.1 ENTIRE AGREEMENT. This Amendment, including all schedules and
other documents attached hereto or incorporated by reference herein,
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all other understandings, oral or written,
with respect to the subject matter hereof.
5.2. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
an such counterparts shall constitute one and the same instrument.
5.3. GOVERNING LAW. THE AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF NEW YORK.
5.4. HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
5.5. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
each of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent for itself and certain
Participants, as Lessor
By: /s/ Christoper Ziluca
----------------------------------
Name: Christopher Ziluca
Title: Senior Credit Analyst
CARLISLE PLASTICS, INC., as Lessee
By: /s/ Marie B. Humbert
----------------------------------
Name: Marie B. Humbert
Title: Vice President -- Finance
of Carlisle Film Products Group
<PAGE> 3
<TABLE>
revised 7/94 ANNEX B TO
SCHEDULE OF STIPULATED LOSS VALUES EQUIPMENT SCHEDULE
----------------------------------
<CAPTION>
PRINCIPAL BALLOON PRINCIPAL
DATE PAYMENT PAYMENTS PAYMENT BALANCE
- - - ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Apr-94 0 0.0000000% 100.0000000%
May-94 1 1.2962963% 98.7037037%
Jun-94 2 1.2962963% 97.4074074%
Jul-94 3 1.2962963% 97.1111111%
Aug-94 4 1.2962963% 94.8148148%
Sep-94 5 1.2962963% 93.5185185%
Oct-94 6 1.2962963% 92.2222222%
Nov-94 7 1.2962963% 90.9259259%
Dec-94 8 1.2962963% 89.6296296%
Jan-95 9 1.2962963% 88.3333333%
Feb-95 10 1.2962963% 87.0370370%
Mar-95 11 1.2962963% 85.7407407%
Apr-95 12 1.2962963% 84.4444444%
May-95 13 1.6111111% 82.8333333%
Jun-95 14 1.6111111% 81.2222222%
Jul-95 15 1.6111111% 79.6111111%
Aug-95 16 1.6111111% 78.0000000%
Sep-95 17 1.6111111% 76.3888889%
Oct-95 18 1.6111111% 74.7777778%
Nov-95 19 1.6111111% 73.1666667%
Dec-95 20 1.6111111% 71.5555556%
Jan-96 21 1.6111111% 69.9444445%
Feb-96 22 1.6111111% 68.3333334%
Mar-96 23 1.6111111% 66.7222223%
Apr-96 24 1.6111111% 65.1111112%
May-96 25 1.6111111% 63.5000001%
Jun-96 26 1.6111111% 61.8888890%
Jul-96 27 1.6111111% 60.2777779%
Aug-96 28 1.6111111% 58.6666668%
Sep-96 29 1.6111111% 57.0555557%
Oct-96 30 1.6111111% 55.4444446%
Nov-96 31 1.6111111% 53.8333335%
Dec-96 32 1.6111111% 52.2222224%
Jan-97 33 1.6111111% 50.6111113%
Feb-97 34 1.6111111% 49.0000002%
Mar-97 35 1.6111111% 47.3888891%
Apr-97 36 1.6111111% 45.7777780%
May-97 37 1.8518519% 43.9259261%
Jun-97 38 1.8518519% 42.0740742%
Jul-97 39 1.8518519% 40.2222223%
Aug-97 40 1.8518519% 38.3703704%
Sep-97 41 1.8518519% 36.5185185%
Oct-97 42 1.8518519% 34.6666666%
Nov-97 43 1.8518519% 32.8148147%
Dec-97 44 1.8518519% 30.9629628%
Jan-98 45 1.8518519% 29.1111109%
Feb-98 46 1.8518519% 27.2592590%
Mar-98 47 1.8518519% 25.4074071%
Apr-98 48 1.8518519% 23.5555552%
May-98 49 1.8148148% 21.7407404%
Jun-98 50 1.8148148% 19.9259256%
Jul-98 51 1.8148148% 18.1111108%
Aug-98 52 1.8148148% 16.2962960%
Sep-98 53 1.8148148% 14.4814812%
Oct-98 54 1.8148148% 12.6666664%
Nov-98 55 1.8148148% 10.8518516%
Dec-98 56 1.8148148% 9.0370368%
Jan-99 57 1.8148148% 7.2222220%
Feb-99 58 1.8148148% 5.4074072%
Mar-99 59 1.8148148% 3.5925924%
Apr-99 60 1.8148148% 1.7777776% 0.0000000%
</TABLE>
<PAGE> 4
<TABLE>
revised 7/94 ANNEX C TO
SCHEDULE OF TERMINATION VALUES EQUIPMENT SCHEDULE
------------------------------
<CAPTION>
PRINCIPAL BALLOON PRINCIPAL
DATE PAYMENT PAYMENTS PAYMENT BALANCE
- - - ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Apr-94 0 0.0000000% 100.0000000%
May-94 1 1.2962963% 98.7037037%
Jun-94 2 1.2962963% 97.4074074%
Jul-94 3 1.2962963% 97.1111111%
Aug-94 4 1.2962963% 94.8148148%
Sep-94 5 1.2962963% 93.5185185%
Oct-94 6 1.2962963% 92.2222222%
Nov-94 7 1.2962963% 90.9259259%
Dec-94 8 1.2962963% 89.6296296%
Jan-95 9 1.2962963% 88.3333333%
Feb-95 10 1.2962963% 87.0370370%
Mar-95 11 1.2962963% 85.7407407%
Apr-95 12 1.2962963% 84.4444444%
May-95 13 1.6111111% 82.8333333%
Jun-95 14 1.6111111% 81.2222222%
Jul-95 15 1.6111111% 79.6111111%
Aug-95 16 1.6111111% 78.0000000%
Sep-95 17 1.6111111% 76.3888889%
Oct-95 18 1.6111111% 74.7777778%
Nov-95 19 1.6111111% 73.1666667%
Dec-95 20 1.6111111% 71.5555556%
Jan-96 21 1.6111111% 69.9444445%
Feb-96 22 1.6111111% 68.3333334%
Mar-96 23 1.6111111% 66.7222223%
Apr-96 24 1.6111111% 65.1111112%
May-96 25 1.6111111% 63.5000001%
Jun-96 26 1.6111111% 61.8888890%
Jul-96 27 1.6111111% 60.2777779%
Aug-96 28 1.6111111% 58.6666668%
Sep-96 29 1.6111111% 57.0555557%
Oct-96 30 1.6111111% 55.4444446%
Nov-96 31 1.6111111% 53.8333335%
Dec-96 32 1.6111111% 52.2222224%
Jan-97 33 1.6111111% 50.6111113%
Feb-97 34 1.6111111% 49.0000002%
Mar-97 35 1.6111111% 47.3888891%
Apr-97 36 1.6111111% 45.7777780%
May-97 37 1.8518519% 43.9259261%
Jun-97 38 1.8518519% 42.0740742%
Jul-97 39 1.8518519% 40.2222223%
Aug-97 40 1.8518519% 38.3703704%
Sep-97 41 1.8518519% 36.5185185%
Oct-97 42 1.8518519% 34.6666666%
Nov-97 43 1.8518519% 32.8148147%
Dec-97 44 1.8518519% 30.9629628%
Jan-98 45 1.8518519% 29.1111109%
Feb-98 46 1.8518519% 27.2592590%
Mar-98 47 1.8518519% 25.4074071%
Apr-98 48 1.8518519% 23.5555552%
May-98 49 1.8148148% 21.7407404%
Jun-98 50 1.8148148% 19.9259256%
Jul-98 51 1.8148148% 18.1111108%
Aug-98 52 1.8148148% 16.2962960%
Sep-98 53 1.8148148% 14.4814812%
Oct-98 54 1.8148148% 12.6666664%
Nov-98 55 1.8148148% 10.8518516%
Dec-98 56 1.8148148% 9.0370368%
Jan-99 57 1.8148148% 7.2222220%
Feb-99 58 1.8148148% 5.4074072%
Mar-99 59 1.8148148% 3.5925924%
Apr-99 60 1.8148148% 1.7777776% 0.0000000%
</TABLE>
<PAGE> 5
<TABLE>
revised 7/94 ANNEX D TO
PRINCIPAL AMORTIZATION SCHEDULE EQUIPMENT SCHEDULE
-------------------------------
<CAPTION>
PRINCIPAL BALLOON PRINCIPAL
DATE PAYMENT PAYMENTS PAYMENT BALANCE
- - - ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Apr-94 0 0.0000000% 100.0000000%
May-94 1 1.2962963% 98.7037037%
Jun-94 2 1.2962963% 97.4074074%
Jul-94 3 1.2962963% 97.1111111%
Aug-94 4 1.2962963% 94.8148148%
Sep-94 5 1.2962963% 93.5185185%
Oct-94 6 1.2962963% 92.2222222%
Nov-94 7 1.2962963% 90.9259259%
Dec-94 8 1.2962963% 89.6296296%
Jan-95 9 1.2962963% 88.3333333%
Feb-95 10 1.2962963% 87.0370370%
Mar-95 11 1.2962963% 85.7407407%
Apr-95 12 1.2962963% 84.4444444%
May-95 13 1.6111111% 82.8333333%
Jun-95 14 1.6111111% 81.2222222%
Jul-95 15 1.6111111% 79.6111111%
Aug-95 16 1.6111111% 78.0000000%
Sep-95 17 1.6111111% 76.3888889%
Oct-95 18 1.6111111% 74.7777778%
Nov-95 19 1.6111111% 73.1666667%
Dec-95 20 1.6111111% 71.5555556%
Jan-96 21 1.6111111% 69.9444445%
Feb-96 22 1.6111111% 68.3333334%
Mar-96 23 1.6111111% 66.7222223%
Apr-96 24 1.6111111% 65.1111112%
May-96 25 1.6111111% 63.5000001%
Jun-96 26 1.6111111% 61.8888890%
Jul-96 27 1.6111111% 60.2777779%
Aug-96 28 1.6111111% 58.6666668%
Sep-96 29 1.6111111% 57.0555557%
Oct-96 30 1.6111111% 55.4444446%
Nov-96 31 1.6111111% 53.8333335%
Dec-96 32 1.6111111% 52.2222224%
Jan-97 33 1.6111111% 50.6111113%
Feb-97 34 1.6111111% 49.0000002%
Mar-97 35 1.6111111% 47.3888891%
Apr-97 36 1.6111111% 45.7777780%
May-97 37 1.8518519% 43.9259261%
Jun-97 38 1.8518519% 42.0740742%
Jul-97 39 1.8518519% 40.2222223%
Aug-97 40 1.8518519% 38.3703704%
Sep-97 41 1.8518519% 36.5185185%
Oct-97 42 1.8518519% 34.6666666%
Nov-97 43 1.8518519% 32.8148147%
Dec-97 44 1.8518519% 30.9629628%
Jan-98 45 1.8518519% 29.1111109%
Feb-98 46 1.8518519% 27.2592590%
Mar-98 47 1.8518519% 25.4074071%
Apr-98 48 1.8518519% 23.5555552%
May-98 49 1.8148148% 21.7407404%
Jun-98 50 1.8148148% 19.9259256%
Jul-98 51 1.8148148% 18.1111108%
Aug-98 52 1.8148148% 16.2962960%
Sep-98 53 1.8148148% 14.4814812%
Oct-98 54 1.8148148% 12.6666664%
Nov-98 55 1.8148148% 10.8518516%
Dec-98 56 1.8148148% 9.0370368%
Jan-99 57 1.8148148% 7.2222220%
Feb-99 58 1.8148148% 5.4074072%
Mar-99 59 1.8148148% 3.5925924%
Apr-99 60 1.8148148% 1.7777776% 0.0000000%
</TABLE>
<PAGE> 6
AMENDMENT NO. 2 TO EQUIPMENT LEASE AGREEMENT
--------------------------------------------
This Amendment No. 2 to Equipment Lease Agreement (this
"Amendment") is dated as of October 25, 1994, between Carlisle Plastics,
Inc., ("Lessee") and General Electric Capital Corporation, as agent
for itself and certain Participants ("Lessor").
RECITALS
- - - --------
B. Lessee and Lessor are parties to an Equipment Lease Agreement
dated as of April 4, 1994 (as amended to date, the "Lease"). Unless
otherwise defined herein, capitalized terms shall have the meanings assigned
to such terms in the Lease.
C. Lessee and Lessor have agreed to amend the Maximum Capital
Expenditure and Debt to Equity Ratio covenants in the Lease as provided
below.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:
1. Amendment.
----------
(a) Section 15(a) of the Lease is hereby amended by deleting
the period at the end thereof, substituting a semi-colon therefor and adding
immediately after clause (11) thereof the word "or" and the following new
clause (12):
(12) Lessee shall fail to raise the Additional Capital
by February 22, 1995, and, at any time after such
failure, Lessee shall fail to maintain a weekly average
of unused Borrowing Availability (as defined in the
Credit Agreement) and Excess Availability (as defined
in the Receivables Funding Facility) in the aggregate
of not less than Ten Million Dollars ($10,000,000),
measured on a weekly basis for the prior week.
(b) Exhibit B to the Lease is hereby amended by inserting therein
in proper alphabetical order the following new definition:
"ADDITIONAL CAPITAL" shall mean additional debt or
equity capital of Lessee in an amount at least Seven
Million Dollars ($7,000,000) in excess of Lessee's
total capital as of October 25, 1994, the terms and
conditions of which must be satisfactory to Lessor in
its sole discretion.
(c) Section (a) of Exhibit G-1 to the Lease is hereby amended by
deleting the following in its entirety:
January 1, 1994, through December 31, 1994 $16,000,000
January 1, 1995, through December 31, 1995 $12,000,000
and substituting the following in lieu therefor:
January 1, 1994, through December 31, 1994 $19,400,000
January 1, 1995, through December 31, 1995 $11,000,000
<PAGE> 7
(d) Section (e) of Exhibit G-1 to the Lease is hereby amended
by deleting such section in its entirety and substituting the following in lieu
therefor:
(e) Maximum Funded Debt to Equity Ratio.
Lessee and its subsidiaries on a Consolidated
basis shall have and shall maintain at all times
during the periods set forth below a ratio of (i)
Funded Debt to (ii) Equity of not more than the
ratios set forth opposite each of such periods:
Lease Commencement Date through December 31, 1995 3.1 to 1.0
January 1, 1996 through June 30, 1999 3.0 to 1.0
(e) Section 2.3 of Exhibit N to the Lease is hereby amended by
deleting the word "and" prior to the clause (xii) thereof and by adding
immediately after clause (xii) thereof before the period at the end thereof
the following new clause (xiii):
and (xiii) any Indebtedness incurred to raise the
Additional Capital.
2. CLOSING CONDITION. This Amendment shall be effective upon
the receipt by Lessee and Lessor of executed counterparts of this Amendment or
of telecopied confirmation of the execution and mailing of this Amendment.
3. COUNTERPARTS. This Amendment may be executed by the parties
hereto in several counterparts, each of which taken together shall
constitute one and the same agreement.
4. RATIFICATION. Except as expressly amended hereby, all of
the representations, warranties, provisions, covenants, terms and conditions
of the Lease shall remain unaltered and in full force and effect as amended
hereby. Upon execution and delivery of this Amendment, no Default has occurred
and is continuing.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Amendment
to be duly executed as of the day and year first set forth above.
GENERAL ELECTRIC CAPITAL CORPORATION,
AS AGENT FOR ITSELF AND CERTAIN
PARTICIPANTS
By: /S/ RONALD F. CARAPEZZI
------------------------------------
Its: Regional Manager
CARLISLE PLASTICS, INC.
By: /S/ PATRICK J. O'LEARY
------------------------------------
Its: Chief Financial Officer
<PAGE> 1
EXHIBIT 10.21
AMENDMENTS TO EQUIPMENT SUBLEASE AGREEMENTS
Attached are amendments dated as of August 17, 1994 and October 26, 1994
to an equipment sublease agreement dated as of April 4, 1994 between the
Company and American Western. Substantially identical agreements were entered
into with PolyTech and Rhino-X on the same date.
<PAGE> 2
FIRST AMENDMENT TO EQUIPMENT SUBLEASE AGREEMENT
THIS FIRST AMENDMENT TO EQUIPMENT SUBLEASE AGREEMENT (this
"Amendment") is made as of the 17th day of August, 1994 by and between
CARLISLE PLASTICS, INC. ("Sublessor") and AMERICAN WESTERN CORPORATION
("Sublessee").
WITNESSETH:
WHEREAS, Sublessor and Sublessee are parties to that certain Equipment
Sublease Agreement dated as of April 4, 1994 (the "Sublease"), pursuant to
which Sublessor has agreed to lease to Sublessee, and Sublessee has agreed to
lease from Sublessor, the Equipment described in Equipment Schedule No. I
dated as of April 4, 1994 (the "Equipment Schedule") which was executed
pursuant thereto and formed a part thereof; and
WHEREAS, Sublessor and Sublessee wish to amend the Equipment Schedule;
NOW, THEREFORE, in consideration of the terms and conditions contained
herein, the parties hereto agree as follows:
1. CAPITALIZED TERMS. Unless otherwise specified herein, capitalized
terms used but not otherwise defined herein shall have the same meaning
assigned thereto in the Sublease.
2. AMENDMENTS TO THE EQUIPMENT SCHEDULE. The Equipment Schedule
is hereby amended as of the date hereof by deleting Annexes B, C and D
thereto in their entirety and inserting Annexes B. C and D, each of which is
attached hereto and made a part hereof, in lieu thereof.
3. REPRESENTATIONS AND WARRANTIES OF SUBLESSEE. In order to induce
Sublessor to enter into this Amendment. Sublessee represents and warrants
to Sublessor:
(a) After giving effect to this Amendment, the
representations and warranties of Sublessor contained in the
Sublease are true and correct on and as of the date hereof
to the same extent as though made on and as of the date
hereof except to the extent such representations and
warranties specifically relate to an earlier date.
(b) The execution, delivery and performance by
Sublessee of this Amendment and each of the documents and
agreements described herein to which Sublessee is a party
are within its corporate powers and have been duly
authorized by all necessary corporate action on the part of
Sublessee, and this Amendment and such documents and
agreements are the legal, valid and binding obligation of
the Sublessee enforceable against Sublessee in accordance
with their respective terms.
<PAGE> 3
4. REFERENCE TO AND EFFECT ON THE SUBLEASE.
----------------------------------------
4.1. Except as specifically amended above, the Sublease shall remain in
full force and effect and is hereby ratified and confirmed.
4.2. The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of Sublessor under the
Sublease, or constitute a waiver of any provision of the Sublease. Upon the
effectiveness of this Amendment, each reference in the Sublease to "this
Agreement," "hereunder," "hereof," or words of similar import shall mean and
be a reference to the Sublease as amended hereby.
5. MISCELLANEOUS.
--------------
5.1 ENTIRE AGREEMENT. This Amendment, including all schedules and
other documents attached hereto or incorporated by reference herein,
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all other understandings, oral or written,
with respect to the subject matter hereof.
5.2. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.
5.3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE AL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.
5.4. HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
5.5. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon each
of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.
CARLISLE PLASTICS, INC.,
as Sublessor
By: /S/ MARIE B. HUMBERT
---------------------------------------
Name: Marie B. Humbert
Title: Vice President - Finance of
Carlisle Film Products Group
<PAGE> 4
AMERICAN WESTERN CORPORATION,
as Sublessee
By: /S/ MARIE B. HUMBERT
---------------------------------------
Name: Marie B. Humbert
Title: Vice President - Finance
<PAGE> 5
<TABLE>
revised 7/94 ANNEX B TO
SCHEDULE OF STIPULATED LOSS VALUES EQUIPMENT SCHEDULE
----------------------------------
<CAPTION>
PRINCIPAL BALLOON PRINCIPAL
DATE PAYMENT PAYMENTS PAYMENT BALANCE
- - - ----------------------------------------------------------------
<S> <C> <C> <C> <C>
Apr-94 0 0.0000000% 100.0000000%
May-94 1 1.2962963% 98.7037037%
Jun-94 2 1.2962963% 97.4074074%
Jul-94 3 1.2962963% 97.1111111%
Aug-94 4 1.2962963% 94.8148148%
Sep-94 5 1.2962963% 93.5185185%
Oct-94 6 1.2962963% 92.2222222%
Nov-94 7 1.2962963% 90.9259259%
Dec-94 8 1.2962963% 89.6296296%
Jan-95 9 1.2962963% 88.3333333%
Feb-95 10 1.2962963% 87.0370370%
Mar-95 11 1.2962963% 85.7407407%
Apr-95 12 1.2962963% 84.4444444%
May-95 13 1.6111111% 82.8333333%
Jun-95 14 1.6111111% 81.2222222%
Jul-95 15 1.6111111% 79.6111111%
Aug-95 16 1.6111111% 78.0000000%
Sep-95 17 1.6111111% 76.3888889%
Oct-95 18 1.6111111% 74.7777778%
Nov-95 19 1.6111111% 73.1666667%
Dec-95 20 1.6111111% 71.5555556%
Jan-96 21 1.6111111% 69.9444445%
Feb-96 22 1.6111111% 68.3333334%
Mar-96 23 1.6111111% 66.7222223%
Apr-96 24 1.6111111% 65.1111112%
May-96 25 1.6111111% 63.5000001%
Jun-96 26 1.6111111% 61.8888890%
Jul-96 27 1.6111111% 60.2777779%
Aug-96 28 1.6111111% 58.6666668%
Sep-96 29 1.6111111% 57.0555557%
Oct-96 30 1.6111111% 55.4444446%
Nov-96 31 1.6111111% 53.8333335%
Dec-96 32 1.6111111% 52.2222224%
Jan-97 33 1.6111111% 50.6111113%
Feb-97 34 1.6111111% 49.0000002%
Mar-97 35 1.6111111% 47.3888891%
Apr-97 36 1.6111111% 45.7777780%
May-97 37 1.8518519% 43.9259261%
Jun-97 38 1.8518519% 42.0740742%
Jul-97 39 1.8518519% 40.2222223%
Aug-97 40 1.8518519% 38.3703704%
Sep-97 41 1.8518519% 36.5185185%
Oct-97 42 1.8518519% 34.6666666%
Nov-97 43 1.8518519% 32.8148147%
Dec-97 44 1.8518519% 30.9629628%
Jan-98 45 1.8518519% 29.1111109%
Feb-98 46 1.8518519% 27.2592590%
Mar-98 47 1.8518519% 25.4074071%
Apr-98 48 1.8518519% 23.5555552%
May-98 49 1.8148148% 21.7407404%
Jun-98 50 1.8148148% 19.9259256%
Jul-98 51 1.8148148% 18.1111108%
Aug-98 52 1.8148148% 16.2962960%
Sep-98 53 1.8148148% 14.4814812%
Oct-98 54 1.8148148% 12.6666664%
Nov-98 55 1.8148148% 10.8518516%
Dec-98 56 1.8148148% 9.0370368%
Jan-99 57 1.8148148% 7.2222220%
Feb-99 58 1.8148148% 5.4074072%
Mar-99 59 1.8148148% 3.5925924%
Apr-99 60 1.8148148% 1.7777776% 0.0000000%
</TABLE>
<PAGE> 6
<TABLE>
revised 7/94 ANNEX C TO
SCHEDULE OF TERMINATION VALUES EQUIPMENT SCHEDULE
------------------------------
<CAPTION>
PRINCIPAL BALLOON PRINCIPAL
DATE PAYMENT PAYMENTS PAYMENT BALANCE
- - - ----------------------------------------------------------------
<S> <C> <C> <C> <C>
Apr-94 0 0.0000000% 100.0000000%
May-94 1 1.2962963% 98.7037037%
Jun-94 2 1.2962963% 97.4074074%
Jul-94 3 1.2962963% 97.1111111%
Aug-94 4 1.2962963% 94.8148148%
Sep-94 5 1.2962963% 93.5185185%
Oct-94 6 1.2962963% 92.2222222%
Nov-94 7 1.2962963% 90.9259259%
Dec-94 8 1.2962963% 89.6296296%
Jan-95 9 1.2962963% 88.3333333%
Feb-95 10 1.2962963% 87.0370370%
Mar-95 11 1.2962963% 85.7407407%
Apr-95 12 1.2962963% 84.4444444%
May-95 13 1.6111111% 82.8333333%
Jun-95 14 1.6111111% 81.2222222%
Jul-95 15 1.6111111% 79.6111111%
Aug-95 16 1.6111111% 78.0000000%
Sep-95 17 1.6111111% 76.3888889%
Oct-95 18 1.6111111% 74.7777778%
Nov-95 19 1.6111111% 73.1666667%
Dec-95 20 1.6111111% 71.5555556%
Jan-96 21 1.6111111% 69.9444445%
Feb-96 22 1.6111111% 68.3333334%
Mar-96 23 1.6111111% 66.7222223%
Apr-96 24 1.6111111% 65.1111112%
May-96 25 1.6111111% 63.5000001%
Jun-96 26 1.6111111% 61.8888890%
Jul-96 27 1.6111111% 60.2777779%
Aug-96 28 1.6111111% 58.6666668%
Sep-96 29 1.6111111% 57.0555557%
Oct-96 30 1.6111111% 55.4444446%
Nov-96 31 1.6111111% 53.8333335%
Dec-96 32 1.6111111% 52.2222224%
Jan-97 33 1.6111111% 50.6111113%
Feb-97 34 1.6111111% 49.0000002%
Mar-97 35 1.6111111% 47.3888891%
Apr-97 36 1.6111111% 45.7777780%
May-97 37 1.8518519% 43.9259261%
Jun-97 38 1.8518519% 42.0740742%
Jul-97 39 1.8518519% 40.2222223%
Aug-97 40 1.8518519% 38.3703704%
Sep-97 41 1.8518519% 36.5185185%
Oct-97 42 1.8518519% 34.6666666%
Nov-97 43 1.8518519% 32.8148147%
Dec-97 44 1.8518519% 30.9629628%
Jan-98 45 1.8518519% 29.1111109%
Feb-98 46 1.8518519% 27.2592590%
Mar-98 47 1.8518519% 25.4074071%
Apr-98 48 1.8518519% 23.5555552%
May-98 49 1.8148148% 21.7407404%
Jun-98 50 1.8148148% 19.9259256%
Jul-98 51 1.8148148% 18.1111108%
Aug-98 52 1.8148148% 16.2962960%
Sep-98 53 1.8148148% 14.4814812%
Oct-98 54 1.8148148% 12.6666664%
Nov-98 55 1.8148148% 10.8518516%
Dec-98 56 1.8148148% 9.0370368%
Jan-99 57 1.8148148% 7.2222220%
Feb-99 58 1.8148148% 5.4074072%
Mar-99 59 1.8148148% 3.5925924%
Apr-99 60 1.8148148% 1.7777776% 0.0000000%
</TABLE>
<PAGE> 7
<TABLE>
revised 7/94 ANNEX D TO
PRINCIPAL AMORTIZATION SCHEDULE EQUIPMENT SCHEDULE
-------------------------------
<CAPTION>
PRINCIPAL BALLOON PRINCIPAL
DATE PAYMENT PAYMENTS PAYMENT BALANCE
- - - ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Apr-94 0 0.0000000% 100.0000000%
May-94 1 1.2962963% 98.7037037%
Jun-94 2 1.2962963% 97.4074074%
Jul-94 3 1.2962963% 97.1111111%
Aug-94 4 1.2962963% 94.8148148%
Sep-94 5 1.2962963% 93.5185185%
Oct-94 6 1.2962963% 92.2222222%
Nov-94 7 1.2962963% 90.9259259%
Dec-94 8 1.2962963% 89.6296296%
Jan-95 9 1.2962963% 88.3333333%
Feb-95 10 1.2962963% 87.0370370%
Mar-95 11 1.2962963% 85.7407407%
Apr-95 12 1.2962963% 84.4444444%
May-95 13 1.6111111% 82.8333333%
Jun-95 14 1.6111111% 81.2222222%
Jul-95 15 1.6111111% 79.6111111%
Aug-95 16 1.6111111% 78.0000000%
Sep-95 17 1.6111111% 76.3888889%
Oct-95 18 1.6111111% 74.7777778%
Nov-95 19 1.6111111% 73.1666667%
Dec-95 20 1.6111111% 71.5555556%
Jan-96 21 1.6111111% 69.9444445%
Feb-96 22 1.6111111% 68.3333334%
Mar-96 23 1.6111111% 66.7222223%
Apr-96 24 1.6111111% 65.1111112%
May-96 25 1.6111111% 63.5000001%
Jun-96 26 1.6111111% 61.8888890%
Jul-96 27 1.6111111% 60.2777779%
Aug-96 28 1.6111111% 58.6666668%
Sep-96 29 1.6111111% 57.0555557%
Oct-96 30 1.6111111% 55.4444446%
Nov-96 31 1.6111111% 53.8333335%
Dec-96 32 1.6111111% 52.2222224%
Jan-97 33 1.6111111% 50.6111113%
Feb-97 34 1.6111111% 49.0000002%
Mar-97 35 1.6111111% 47.3888891%
Apr-97 36 1.6111111% 45.7777780%
May-97 37 1.8518519% 43.9259261%
Jun-97 38 1.8518519% 42.0740742%
Jul-97 39 1.8518519% 40.2222223%
Aug-97 40 1.8518519% 38.3703704%
Sep-97 41 1.8518519% 36.5185185%
Oct-97 42 1.8518519% 34.6666666%
Nov-97 43 1.8518519% 32.8148147%
Dec-97 44 1.8518519% 30.9629628%
Jan-98 45 1.8518519% 29.1111109%
Feb-98 46 1.8518519% 27.2592590%
Mar-98 47 1.8518519% 25.4074071%
Apr-98 48 1.8518519% 23.5555552%
May-98 49 1.8148148% 21.7407404%
Jun-98 50 1.8148148% 19.9259256%
Jul-98 51 1.8148148% 18.1111108%
Aug-98 52 1.8148148% 16.2962960%
Sep-98 53 1.8148148% 14.4814812%
Oct-98 54 1.8148148% 12.6666664%
Nov-98 55 1.8148148% 10.8518516%
Dec-98 56 1.8148148% 9.0370368%
Jan-99 57 1.8148148% 7.2222220%
Feb-99 58 1.8148148% 5.4074072%
Mar-99 59 1.8148148% 3.5925924%
Apr-99 60 1.8148148% 1.7777776% 0.0000000%
</TABLE>
<PAGE> 8
AMENDMENT NO. 2 TO EQUIPMENT SUBLEASE AGREEMENT
-----------------------------------------------
This Amendment No. 2 to Equipment Sublease Agreement (this
"Amendment") is dated as of October 25, 1994, between Carlisle Plastics,
Inc., ("Sublessor") and American Western Corporation ("Sublessee").
RECITALS
--------
A. Sublessee and Sublessor are parties to an Equipment Sublease
Agreement dated as of April 4, 1994 (as amended to date, the "Sublease").
Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Sublease.
B. Sublessee and Sublessor have agreed to amend the Maximum Capital
Expenditure and Debt to Equity Ratio covenants in the Sublease as provided
below.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:
Amendment.
----------
(a) Section 15(a) of the Sublease is hereby amended by
deleting the period at the end thereof, substituting a semi-colon therefor and
adding immediately after clause (10) thereof the word "or" and the following
new clause (11):
(11) Lessee shall fail to raise the
Additional Capital by February 22, 1995, and,
at any time after such failure, Lessee shall
fail to maintain a weekly average of unused
Borrowing Availability (as defined in the
Credit Agreement) and Excess Availability (as
defined in the Receivables Funding Facility)
in the aggregate of not less than Ten Million
Dollars ($10,000,000), measured on a weekly
basis for the prior week.
(b) Exhibit B to the Sublease is hereby amended by
inserting therein in proper alphabetical order the following new definition:
"ADDITIONAL CAPITAL" shall mean
additional debt or equity capital of Lessee in an
amount at least Seven Million Dollars ($7,000,000)
in excess of Lessee's total capital as of October
25, 1994, the terms and conditions of which must be
satisfactory to Lessor in its sole discretion.
(c) Section (a) of Exhibit G-1 to the Sublease is hereby
amended by deleting the following in its entirety:
January 1, 1994, through December 31, 1994 $16,000,000
January 1, 1995, through December 31, 1995 $12,000,000
and substituting the following in lieu therefor:
January 1, 1994, through December 31, 1994 $19,400,000
January 1, 1995, through December 31, 1995 $11,000,000
<PAGE> 9
(d) Section (e) of Exhibit G-1 to the Sublease is hereby
amended by deleting such section in its entirety and substituting the
following in lieu therefor:
(e) Maximum Funded Debt to Equity
Ratio. Lessee and its subsidiaries on a
Consolidated basis shall have and shall
maintain at all times during the periods set
forth below a ratio of (i) Funded Debt to (ii)
Equity of not more than the ratios set forth
opposite each of such periods:
Lease Commencement Date through 3.1 to 1.0
December 31, 1995
January 1, 1996 through June 30, 1999 3.0 to 1.0
(e) Section 2.3 of Exhibit N to the Sublease is hereby amended
by deleting the word "and" prior to the clause (xii) thereof and by
adding immediately after clause (xii) thereof before the period at the
end thereof the following new clause (xiii):
and (xiii) any Indebtedness incurred to raise the Additional Capital.
CLOSING CONDITION. This Amendment shall be effective upon the
receipt by Sublessee and Sublessor of executed counterparts of this
Amendment or of telecopied confirmation of the execution and mailing of this
Amendment.
COUNTERPARTS. This Amendment may be executed by the parties hereto
in several counterparts, each of which taken together shall constitute one
and the same agreement.
RATIFICATION. Except as expressly amended hereby, all of the
representations, warranties, provisions, covenants, terms and conditions of
the Sublease shall remain unaltered and in full force and effect as amended
hereby. Upon execution and delivery of this Amendment, no Default has
occurred and is continuing.
<PAGE> 10
IN WITNESS WHEREOF, Sublessee and Sublessor have caused this Amendment
to be duly executed as of the day and year first set forth above.
CARLISLE PLASTICS, INC.
By: /S/ PATRICK J. O'LEARY
-------------------------------------
Its: Chief Financial Officer
AMERICAN WESTERN CORPORATION
By: /S/ MARIE B. HUMBERT
-------------------------------------
Its: Vice President - Finance
<PAGE> 1
EXHIBIT 10.25
AMENDMENT NO. 1
TO
RECEIVABLES FUNDING AND SERVICING AGREEMENT
AMENDMENT NO. 1, dated as of October 25, 1994 ("Amendment No. 1) to the
Receivables Funding and Servicing Agreement, dated as of April 14, 1994 (the
"Original Funding Agreement") by and among CARLISLE PLASTICS FUNDING
CORPORATION, a Delaware corporation (the "Borrower") REDWOOD RECEIVABLES
CORPORATION, a Delaware corporation, as Lender (as such, together with its
successors and assigns, the "Lender"), GENERAL ELECTRIC CAPITAL CORPORATION, in
its capacity as operating agent (as such, together with its successors and
assigns, the "Operating Agent") and in its capacity as Collateral Agent for the
Liquidity Agent, the Liquidity Lenders, the Letter of Credit Agent, the Letter
of Credit Providers and the CP Holders (as such, together with its successors
and assigns, the "Collateral Agent") and CARLISLE PLASTICS, INC., a Delaware
corporation (as such, together with its successors and assigns, the "Parent"),
as servicer (as such, together with its successors and permitted assigns, the
"Servicer"). Capitalized terms used and not defined herein shall have the
meanings specified in the Original Funding Agreement.
The Borrower, the Lender, the Operating Agent, the Collateral Agent and
the Parent agree as follows:
1. Section 1.01 of the Original Funding Agreement is amended by
deleting in their entirety the definitions of the terms "Availability,"
"Default Factor," "Dilution Factor," and "Maximum Facility Commitment," and by
substituting the definitions set forth below and by adding the definition set
forth below for the term "Amendment Closing Date."
"AMENDMENT CLOSING DATE" means October 25, 1994.
"AVAILABILITY" means, as of any date, the least of (a) 85% of the
Borrowing Base as of such date, MINUS the Income Discount Amount, (b) (i) the
Borrowing Base as of such date, TIMES (ii) the Advance Rate, minus (iii) the
Income Discount Amount, (c) the Maximum Facility Commitment then in effect, or
(d) 80% of the Outstanding Balance of Eligible Receivables determined as of the
end of the previous month.
"DEFAULT FACTOR" means, for any date within a Settlement Period, an
amount equal to (a) the Default Factor Multiple, multiplied by (b) a fraction
expresses as a decimal, (i) the numerator of which is the aggregate outstanding
Balance of all Receivables originated by the Parent and the Seller Subsidiaries
that became Defaulted Receivables (as of the date they became Defaulted
Receivables) during the 3 immediately preceding Settlement Periods and (ii) the
denominator of which is the Parent's Sales during such period consisting of the
3 immediately preceding Settlement Periods, as determined by the Operating
Agent on the Business Day prior to such Settlement Period.
<PAGE> 2
"DILUTION FACTOR" means, for any date within a Settlement Period, an
amount equal to the product of (a) the Dilution Multiple and (b) a fraction
expressed as a decimal, (i) the numerator of which is the amount of dilutions
representing all non-cash reductions of Receivables (other than Defaulted
Receivables and deductions for Promotional Allowances) from the Parent's Sales
during the 3 immediately preceding Settlement Periods, and (ii) the denominator
of which is such Parent's Sales for such period consisting of 3 Settlement
Periods, as determined by the Operating Agent on the Business Day prior to such
Settlement Period.
"MAXIMUM FACILITY COMMITMENT" means $45,000,000, as such amount may be
subject to reduction in accordance with Section 2.02(a).
2. The Borrower represents and warrants as follows:
(a) The Borrower has the corporate power, authority and
legal right to execute, deliver and perform the Original Funding
Agreement, as amended hereby, and to borrow the Funding Loans
thereunder. The Borrower has taken all necessary corporate
action to authorize the borrowing of Loans on the terms and
conditions of the Original Funding Agreement, as amended hereby,
and the execution, delivery and performance of this Amendment
No. 1. No consent, license, permit, approval or authorization
of, exemption by, notice or report to or registration, filing or
declaration with any Governmental Authority is required for the
execution, delivery and performance by the Borrower of the
original Funding Agreement, as amended hereby, which has not been
obtained, made, given or accomplished. The Original Funding
Agreement, as amended hereby, and the Note have each been
executed and delivered by a duly authorized officer of the
Borrower and each constitutes a legal, valid and binding
agreement or obligation of the Borrower enforceable against the
Borrower in accordance with its terms.
(b) The execution, delivery and performance by the Borrower
of the Original Funding Agreement, as amended hereby, will not
violate (i) any provision of any existing law or regulation
applicable to the Borrower, (ii) any provision of any order,
judgment, award or decree of any court, arbitrator or
governmental authority applicable to the Borrower, (iii) the
Certificate of Incorporation or By-Laws of the Borrower, or (iv)
any mortgage, indenture, lease, contract or other agreement,
instrument or undertaking to which the Borrower is a party or by
which the Borrower or any of its assets may be bound, and will
not, except as otherwise provided in any Redwood Program
Document, result in or require the creation or imposition of any
Adverse Claim on any of its property, assets or revenues pursuant
to the provisions of any such mortgage, indenture, lease,
contract or other agreement, instrument or undertaking.
3. Subsection (h) of Section 5.01 of the Original Funding
Agreement is deleted in its entirety and amended by substituting therefor the
following:
(h) have or maintain:
<PAGE> 3
(i) Borrower's Net Worth not less than (A)
additional paid in capital of the Borrower as of any
day, minus (B) $250,000;
(ii) a Dilutions-to-Collection Ratio of not
more than 5%; and
(iii) a Receivable Collection Turnover Ratio
of not more than 70 days.
4. Subsections (i) and (j) of Section 9.01 of the Original
Funding Agreement are deleted in their entirety and amended by substituting
therefor the following:
(i) as of any Settlement Date, the Default Ratio is
greater than 6%; or
(j) as of any Settlement Date, the Delinquency Ratio
is greater than 8%; or
5. Schedules 5 and 9 of the Original Funding Agreement are hereby
amended as attached hereto.
6. The miscellaneous provisions under ARTICLE XIV of the Original
Funding Agreement, together with the definitions of all terms used therein, and
all other sections of the Original Funding Agreement to which such sections
refer are hereby incorporated by reference as if the provisions thereof were
set forth in full herein, except that (a) the terms "Original Funding
Agreement" and "Agreement" shall be deemed to refer to the Original Funding
Agreement, as amended hereby; (b) the terms "this Original Funding Agreement"
and "this Agreement" shall be deemed to refer to the Original Funding Agreement
as amended hereby; and (c) the terms "hereunder", "hereby" and "hereto" shall
be deemed to refer to the Original Funding Agreement as amended hereby.
7. The Original Funding Agreement, as amended hereby, shall be deemed
to be amended hereby to the extent necessary, if any, to give effect to this
Amendment No. 1. Except as so amended hereby, the Original Funding Agreement
shall remain in full force and effect in accordance with their respective
terms. Except as amended hereby, all provisions, terms and conditions,
covenants, and representations and warranties of the Original Funding Agreement
shall remain in full force and effect in accordance with its terms. The
execution and delivery of this Amendment No. 1 by the Lender, the Collateral
Agent and the Operating Agent shall not waive or be deemed to waive any default
which has occurred or which may be occurring in respect of the Original Funding
Agreement.
<PAGE> 4
IN WITNESS WHEREOF, each of the parties hereto have caused this
Amendment No. 1 to the Receivables Funding and servicing Agreement to be duly
executed on the date first above written.
CARLISLE PLASTICS FUNDING
CORPORATION, as Borrower
By: /S/ MARIE B. HUMBERT
-------------------------------------
Name: Marie B. Humbert
Title: Vice President Finance
REDWOOD RECEIVABLES
CORPORATION, as Lender
By: /S/ LANNHI TRAN
-------------------------------------
Name: Lannhi Tran
Title: Vice President
CARLISLE PLASTICS, INC.,
as Servicer
By: /S/ PATRICK J. O'LEARY
-------------------------------------
Name: Patrick J. O'Leary
Title: Chief Financial Officer
GENERAL ELECTRIC CAPITAL
CORPORATION, as Operating
Agent and Collateral Agent
By: /S/ THOMAS E. JOHNSTONE
-------------------------------------
Name: Thomas E. Johnstone
Title: Vice President
<PAGE> 5
Schedule 5 to the Original Funding Agreement is hereby deleted in its
entirety and amended by substituting therefor the following:
Schedule 5
----------
DETERMINATION OF "INTEREST"
MONTHLY INTEREST EXPENSE = SUM OF DAILY INTEREST FOR THE
SETTLEMENT PERIOD
#1) Daily Interest Daily Borrowing Rate x Advances Outstanding on
the preceding day
#2) Daily Borrowing Rate:
(a) Pre-Termination = Daily Interest Rate + Daily Margin
(b) Post-Termination Daily Interest Rate + Daily Margin +
Daily Default Margin
#3) Daily Interest Rate = [Daily Weighted Average CP
Rate + Daily Weighted Average
Liquidity Rate] x [Redwood
Funding Factor + Borrower LOC
Funding Factor]
#4) Daily Weighted Average [Commercial Paper Outstanding/Senior
CP Rate Debt] x [Dollar Weighted Average CP Rate/360
Days]
#5) Daily Weighted Average
Liquidity Rate = [Liquidity Loans Outstanding/Senior Debt]
x [Liquidity Rate/360 Days]
#6) Liquidity Interest
Rate = (a) Greater of NYCHA Prime or 30 Day CP, plus
(b) 1%
#7) Daily Margin 1.25% per annum with respect to Advances Outstanding up to
$35 Million, or in the event Advances
Outstanding exceed $35
Million, 2.00% per annum with
respect to any Advances
Outstanding in excess of $35
Million; PROVIDED, HOWEVER,
that a rate of 1.25% per annum
shall apply to all Advances
Outstanding in the event the
Servicer has satisfied the
Servicer Management Forecast
Condition, in each case based
on a year of 360 days
#8) Daily Default Margin = 3.00% per annum/360 Days
#9) Senior Debt = CP Outstanding + Liquidity Loans Outstanding
<PAGE> 6
#10) Redwood Funding Factor = Redwood Debt/Total Fundings Outstanding
#11) Borrower LOC Funding
Factor = Borrower LOC Deposits/Advances
outstanding
Definitions
- - - -----------
"BORROWER LOC DEPOSITS" means an amount equal to the product of (a) LOC
Deposits and (b)(i) the portion of LOC Draws Outstanding allocated to the RFC,
divided by (ii) LOC Draws Outstanding.
"FORECASTED OPERATING INCOME" means the forecast adopted by the
management of the Servicer as to the operating income of the Servicer for its
1995 fiscal year and each subsequent fiscal year.
"LOC DEPOSITS" means, for any day, the amount, if any, of proceeds from
LOC Draws outstanding not used to pay maturing Commercial Paper or Liquidity
Loans and remaining in the Collateral Account at the end of such day.
"LOC DRAWS" means any payments made to the Lender in respect of the
Letter of Credit.
"LOC DRAWS OUTSTANDING" means, at any time, (a) any LOC Draws to date
minus (b) any payments made prior to such time to reimburse such LOC Draws.
"REDWOOD DEBT" means, at any time, the aggregate of the Lender's Senior
Debt, plus LOC Draws Outstanding, minus LOC Deposits for all RFCs at such time.
"RFC" means a receivables financing company that either sells
receivables to the Lender or makes borrowings from the Lender secured by
receivables.
"SERVICER MANAGEMENT FORECAST CONDITION" means evidence, provided to
and satisfactory to the Operating Agent, that the Servicer has attained 100% of
its Forecasted Operating Income.
"TOTAL FUNDINGS OUTSTANDING" means, at any time, the aggregate of the
Advances Outstanding at such time, plus the amounts corresponding to Advances
Outstanding for all other RFCs that have pledged receivables as collateral for
such advances from the Lender at such time, plus the purchases outstanding for
all other RFCS as sellers of receivables to the Lender at such time.
Schedule 9 of the Original Funding Agreement is amended by deleting
subparagraphs (a) and (e) of Paragraph 1 of said Schedule 9 in their entirety
and substituting therefor the following:
<PAGE> 7
<TABLE>
(a) MAXIMUM CAPITAL EXPENDITURES. The Servicer and its Subsidiaries
on a consolidated basis shall not make Capital Expenditures during the
following periods that exceed in the aggregate the amounts set forth opposite
each of such periods:
<CAPTION>
Aggregate Maximum
Period Covered Capital Expenditures
-------------- --------------------
<S> <C>
January 1, 1994 through $19,400,000
December 31, 1994
January 1, 1995 through $11,000,000
December 31, 1995
January 1, 1996 through $12,000,000
December 31, 1996
January 1, 1997 through $12,000,000
December 31, 1997
</TABLE>
(e) MAXIMUM FUNDED DEBT TO EQUITY RATIO. The Servicer and its
Subsidiaries on a consolidated basis shall have and shall maintain at all times
a ratio of Funded Debt to Equity of not more than (i) 3.1 to 1.0 from October
14, 1994 through and including December 31, 1995, and (ii) 3.0 to 1.0
thereafter.
<PAGE> 1
EXHIBIT 10.26
(COPY)
NOTE
CARLISLE PLASTICS FUNDING CORPORATION
$45,000,000 October 25, 1994
FOR VALUE RECEIVED, CARLISLE PLASTICS FUNDING CORPORATION, a Delaware
corporation (the "Borrower"), promises to pay to Redwood Receivables
Corporation (the "Lender"), or registered assigns, the principal sum of Forty
Five Million and no/100 DOLLARS ($45,000,000) or if less, the unpaid principal
amount of the aggregate loans ("Advances") made by the Lender to the Borrower
pursuant to the Funding Agreement (as defined below), as set forth on the
attached Schedule, on the dates specified in Section 2.06 of the Funding
Agreement, and to pay interest on the unpaid principal amount of this Note on
each day that such unpaid principal amount is outstanding at the Daily
Borrowing Rate as provided in Schedule 5 to the Funding Agreement on the dates
specified in Section 2.07 of the Funding Agreement.
This Note is issued pursuant to the Receivables Funding and Servicing
Agreement, dated as of April 14, 1994 (as amended, the "Funding Agreement"),
between the Borrower, Carlisle Plastics, Inc., a Servicer, the Lender and
General Electric Capital Corporation as Agent for the Lender (in such capacity,
the "Operating Agent") and as collateral agent (in such capacity, the
"Collateral Agent") for the Lender Secured Parties (as defined in the Funding
Agreement). Capitalized terms used but not defined in this Note are used with
the meanings ascribed to them in the Funding Agreement.
Notwithstanding any other provisions contained in this Note, if at any
time the rate of interest payable by the Borrower under this Note, when
combined with any and all other charges provided for in this Note, in the
Funding Agreement or in any other document) to the extent such other charges
would constitute interest for the purpose of any applicable law limiting
interest that may be charged on this Note), exceeds the highest rate of
interest permissible under applicable law (the "Maximum Lawful Rate"), then so
long as the Maximum Lawful Rate would be exceeded the rate of interest under
this Note shall be equal to the Maximum Lawful Rate. If at any time thereafter
the rate of interest payable under this Note is less than the Maximum Lawful
Rate, the Borrower shall continue to pay interest under this Note at the
Maximum Lawful Rate until such time as the total interest paid by the Borrower
is equal to the total interest that would have been paid had applicable law not
limited the interest rate payable under Note. In no event shall the total
interest received by the Lender under this Note exceed the amount which the
Lender could lawfully have received had the interest due under this Note been
calculated since the date of this Note at the Maximum Lawful Rate.
<PAGE> 2
[COPY]
Payments of the principal of, premium, if any, and interest on this
Note shall be made by the Borrower to the holder hereof by wire transfer of
immediately available funds by 2:00 p.m. New York City time, in the manner and
at the address specified for such purposes as provided in Section 2.09 of the
Funding Agreement, or in such manner or at such other address as the holder of
this Note shall have specified in writing to the Borrower for such purpose,
without the presentation or surrender of this Note or the making of any
notation on this Note.
If any payment under this Note falls due on a day which is not a
Business Day, then such due date shall be extended to the next succeeding
Business Day and Interest (calculated at the Daily Borrowing Rate for each day
during the period then ending) shall be payable on any principal so extended.
The Borrower expressly waives presentment, demand, diligence, protest
and all notices of any kind whatsoever with respect to this Note.
The holder hereof may, as provided in Section 14.02 of the Funding
Agreement, sell, assign, transfer, negotiate, grant participations in or
otherwise dispose of all or any portion of this Note and the indebtedness
evidenced by this Note.
This Note is secured by the security interests granted to the Lender
pursuant to Section 8.01 of the Funding Agreement. The holder of this Note is
entitled to the benefits of the Funding Agreement and may enforce the
agreements of the Borrower contained in the Funding Agreement and exercise the
remedies provided for by, or otherwise available in respect of, the Funding
Agreement, all in accordance with the terms of the Funding Agreement. If a
Termination event shall occur and be continuing, the unpaid balance of the
principal of this Note, together with accrued interest, may be declared and
become due and payable in the manner and with the effect provided in the
Funding Agreement.
This Note is made and delivered in New York, New York and shall be
governed by, and construed in accordance with, the internal laws (without
application of its conflict of laws provisions) of the State of New York.
IN WITNESS WHEREOF, the Borrower has caused this Note to be signed and
delivered by its duly authorized officer as of the date set forth.
CARLISLE PLASTICS FUNDING CORPORATION
By: /S/ PATRICK J. O'LEARY
-------------------------------------
Name: Patrick J. O'Leary
Title: Chief Financial Officer
<PAGE> 3
[COPY]
<TABLE>
Schedule to Note
----------------
<CAPTION>
Date of Principal Principal Outstanding
Advance or Amount of Amount of Principal
Repayment Advance Repayment Amount
--------- ------- --------- ------
<S> <C> <C> <C>
</TABLE>
<PAGE> 1
EXHIBIT 10.27
AMENDMENT NO. 1
TO
RECEIVABLES SALE AGREEMENT
AMENDMENT NO. 1, dated as of October 25, 1994 ("Amendment No. 1"), to
the Receivables Sale Agreement, dated as of April 14, 1994 (the "Original Sale
Agreement") between CARLISLE PLASTICS, INC. (the "Parent"), a Delaware
corporation, and CARLISLE PLASTICS FUNDING CORPORATION, a Delaware corporation
(the "RFC"). Capitalized terms used and not otherwise defined in this Amendment
No. 1 shall have the meanings specified in the Original Sale Agreement.
The Parent and the RFC agree as follows:
1. Section 1.01 of the Original Sale Agreement is amended by
deleting the definition of the term "Funding Agreement" and substituting
therefor the following:
"FUNDING AGREEMENT" means the Receivables Funding and
Servicing Agreement, dated as of April 14, 1994 among
the RFC, Redwood (as Lender), the Operating Agent, the
Collateral Agent and the Parent, as Servicer, as
amended from time to time.
2. Section 3.01 of the Original Sale Agreement is deleted in its
entirety and amended by substituting therefor the following:
SECTION 3.01. RFC LOANS. The RFC hereby agrees, on the terms and
subject to the conditions of this Agreement, to make advances (each, an "RFC
Loan") to the Parent to the extent of its available funds during the term of
this Agreement in an aggregate principal amount at any one time outstanding up
to, but not exceeding $45,000,000. Subject to the terms of this Agreement, the
Parent may borrow, repay and reborrow; PROVIDED that no such RFC Loans may be
made if, after giving effect thereto, there would be a Funding Excess.
3. Subsection (a) of Section 3.04 of the Original Sale
Agreement is deleted in its entirety and amended by substituting therefor the
following:
SECTION 3.04. PARENT NOTE. (a) The RFC Loans made by the RFC
hereunder shall be evidenced by a single promissory note of the Parent in
substantially the form of Exhibit B hereto (the "Parent Note"). The Parent
Note shall be dated the date of this Amendment No. 1, shall be payable to the
order of the RFC in a principal amount equal to $45,000,000 and shall otherwise
be duly completed.
<PAGE> 2
4. The Parent represents and warrants as follows:
(a) The Parent has the corporate power, authority and legal right to
execute, deliver and perform the Original Sale Agreement, as amended hereby,
and to sell or contribute the Transferred Receivables thereunder. The Parent
has taken all necessary corporate action to authorize the sale and contribution
of on the terms and conditions of the Original Sale Agreement, as amended
hereby, and the execution, delivery and performance of this Amendment No. 1.
No consent, license, permit, approval or authorization of, exemption by, notice
or report to or registration, filing or declaration with any Governmental
Authority is required for the execution, delivery and performance by the Parent
of the Original Sale Agreement, as amended hereby, which has not been obtained,
made, given or accomplished. The Original Sale Agreement, as amended hereby,
has been executed and delivered by a duly authorized officer of the Parent and
constitutes a legal, valid and binding agreement of the Parent enforceable
against the Parent in accordance with its terms.
(b) The execution, delivery and performance by the Parent of the
Original Sale Agreement, as amended hereby, will not violate (i) any provision
of any existing law or regulation applicable to the Parent, (ii) any provision
of any order, judgment, award or decree of any court, arbitrator or
governmental authority applicable to the Parent, (iii) the Certificate of
Incorporation or By-Laws of the Parent, or (iv) any mortgage, indenture, lease,
contract or other agreement, instrument or undertaking to which the Parent is a
party or by which the Parent or any of its assets may be bound, and will not,
except as otherwise provided in the Funding Agreement, result in or require the
creation or imposition of any Adverse Claim on any of its property, assets or
revenues pursuant to the provisions of any such mortgage, indenture, lease,
contract or other agreement, instrument or undertaking.
5. The miscellaneous provisions under ARTICLE VI of the Original
Sale Agreement, together with the definitions of all terms used therein, and
all other sections of the Original Sale Agreement to which such sections refer
are hereby incorporated by reference as if the provisions thereof were not set
forth in full herein, except that (a) the terms "Original Sale Agreement") and
"Agreement" shall be deemed to refer to the Original Sale Agreement, as amended
hereby; (b) the terms "this Original Sale Agreement" and "this Agreement" shall
be deemed to refer to the Original Sale Agreement as amended hereby; and (c)
the terms "hereunder", "hereby" and "hereto" shall be deemed to refer to the
Original Sale Agreement as amended hereby.
6. The Original Sale Agreement, as amended hereby, shall be
deemed to be amended hereby to the extent necessary, if any, to give effect to
this Amendment No. 1. Except as so amended hereby, the Original Sale Agreement
shall remain in full force and effect in accordance with their respective
terms. Except as amended hereby, all provisions, terms and conditions,
covenants, and representations and warranties of the Original Sale Agreement
shall remain in full force and effect in accordance with its terms. The
execution and delivery of this Amendment No. 1 by the Parent and the RFC shall
not waive or be deemed to waive any default which has occurred or which may be
occurring in respect of the Original Sale Agreement.
<PAGE> 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the
Receivables Sale Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.
CARLISLE PLASTICS, INC.
By: /S/ PATRICK J. O'LEARY
---------------------------------
Name: Patrick O'Leary
Title: Chief Financial Officer
Address: One Union Street
Boston, MA 02108
Attention: Chief Financial Officer
Phone number: (617) 557-2600
Telecopier number: (617) 523-5428
CARLISLE PLASTICS FUNDING CORPORATION
By: /S/ MARIE B. HUMBERT
---------------------------------
Name: Marie B. Humbert
Title: Vice President and
Assistant Secretary
Address: 1401 West 94th Street
Minneapolis, MN 55431
Attention: Vice President
Phone number: (612) 885-9359
Telecopier number: (612) 885-9355
<PAGE> 1
EXHIBIT 10.28
[FORM OF PARENT NOTE]
$45,000,000 October ___, 1994
FOR VALUE RECEIVED, CARLISLE PLASTICS, INC., a Delaware corporation
(the "Company"), hereby promises to pay to CARLISLE FUNDING PLASTICS
CORPORATION (the "Lender"), for its account, the principal sum of $45,000,000
Dollars (or such lesser amount as shall equal the aggregate unpaid principal
amount of the Loans made by the Lender to the Company under the Sale Agreement
referred to below), in lawful money of the United States of America and in
immediately available funds immediately on the demand of the Lender.
The date, amount and interest rate, of each Loan made by the Lender to
the Company, and each payment made on account of the principal thereof, shall
be recorded by the Lender on its books and, prior to any transfer of this Note,
endorsed by the Lender on the schedule attached hereto or any continuation
thereof.
This Note is the Note referred to in the Receivables Sale Agreement (as
modified and supplemented and in effect from time to time to time, the "Sale
Agreement") dated as of April 14, 1994 by and between the Company and the
Lender and evidences Loans made by the Lender thereunder. Capitalized terms
used in this Note have the respective meanings assigned to them in the Sale
Agreement.
The Sale Agreement provides for prepayments of Loans upon the terms and
conditions specified therein.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
CARLISLE PLASTICS, INC.
By _______________________________________
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CARLISLE PLASTICS, INC. FOR THE QUARTER ENDED SEPTEMBER
30, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000768121
<NAME> POLY-TECH, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> SEP-30-1994
<EXCHANGE-RATE> 1
<CASH> 2,576
<SECURITIES> 0
<RECEIVABLES> 66,960
<ALLOWANCES> 2,719
<INVENTORY> 45,413
<CURRENT-ASSETS> 120,520
<PP&E> 221,819
<DEPRECIATION> 80,383
<TOTAL-ASSETS> 334,604
<CURRENT-LIABILITIES> 66,076
<BONDS> 186,042
<COMMON> 177
0
0
<OTHER-SE> 67,880
<TOTAL-LIABILITY-AND-EQUITY> 334,604
<SALES> 285,352
<TOTAL-REVENUES> 285,352
<CGS> 215,639
<TOTAL-COSTS> 215,639
<OTHER-EXPENSES> 52,944
<LOSS-PROVISION> 48
<INTEREST-EXPENSE> 14,689
<INCOME-PRETAX> 2,229
<INCOME-TAX> 937
<INCOME-CONTINUING> 1,292
<DISCONTINUED> 0
<EXTRAORDINARY> (2,462)
<CHANGES> 0
<NET-INCOME> (1,170)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
