<PAGE>
UNITED STATES 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 November 30, 1999
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 333-05885
PACKAGING RESOURCES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 36-3321568
- -------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
One Conway Park, 100 Field Drive, Suite 300, Lake Forest, Illinois 60045
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(847) 295-6100
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether 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.
[ X ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the amount outstanding of each of the issuer's classes of common stock,
as of the latest practicable date.
As of December 31, 1999, the issuer had outstanding 1,000
shares of Common Stock, $.01 par value per share.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PACKAGING RESOURCES INCORPORATED
STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
NOVEMBER 30 NOVEMBER 30
------------------- ---------------------
1999 1998 1999 1998
------------------- ---------------------
<S> <C> <C> <C> <C>
Net sales $ 38,172 $ 34,615 $117,212 $105,287
Cost of goods sold 32,522 28,723 94,511 85,491
------------------- ---------------------
Gross profit 5,650 5,892 22,701 19,796
Selling, general & administrative expenses 2,065 1,553 6,065 4,538
Amortization of intangibles and other assets 178 178 534 534
------------------- ---------------------
Operating income 3,407 4,161 16,102 14,724
Interest expense 3,950 3,430 11,684 10,207
------------------- ---------------------
Income (loss) before income taxes (543) 731 4,418 4,517
Income tax expense (benefit) (233) 314 1,900 1,942
------------------- ---------------------
Net income (loss) $ (310) $ 417 $ 2,518 $ 2,575
======== ======== ======== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
PACKAGING RESOURCES INCORPORATED
BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
NOVEMBER 30, FEBRUARY 28,
1999 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 832 $ 1,672
Accounts receivable, net 17,785 13,915
Inventories 27,747 24,922
Prepaid expenses 922 431
Deferred income taxes 776 776
---------- --------
Total current assets 48,062 41,716
Property, plant, and equipment, net 93,205 75,988
Intangibles, net 18,547 19,081
Other assets 3,041 18,031
---------- --------
$ 162,855 $154,816
========== ========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt $ 1,375 $ 126
Accounts payable 14,787 12,114
Accrued expenses 5,731 14,649
---------- --------
Total current liabilities 21,893 26,889
Long-term debt, excluding current maturities 141,625 130,668
Deferred income taxes 10,551 9,184
---------- --------
Total liabilities 174,069 166,741
Stockholder's equity (deficit):
Common stock, $.01 par value; 1,000 shares authorized,
issued, and outstanding - -
Accumulated deficit (11,214) (11,925)
---------- --------
Total stockholder's equity (deficit) (11,214) (11,925)
---------- --------
$ 162,855 $154,816
========== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
PACKAGING RESOURCES INCORPORATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
NOVEMBER 30
---------------------------
1999 1998
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,518 $ 2,575
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 7,774 7,316
Deferred income taxes 1,367 1,424
Other, net 0 244
Change in assets and liabilities:
Change in current assets (7,186) 804
Change in current liabilities (6,245) 2,077
Change in other assets 14,816 (783)
- -------------------------------------------------------------------------------------------
Net cash provided by operating activities 13,044 13,657
- -------------------------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (27,057) (26,154)
- -------------------------------------------------------------------------------------------
Net cash used in investing activities (27,057) (26,154)
- -------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from Sale/Leaseback of Equipment 2,774 0
Borrowings under credit agreement 8,500 7,500
Borrowings under equipment acquisition loans 3,706 0
Dividends Paid (1,807) 0
- -------------------------------------------------------------------------------------------
Net cash provided by financing activities 13,173 7,500
- -------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (840) (4,997)
Cash and cash equivalents at beginning of period 1,672 7,929
- -------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 832 $ 2,932
- -------------------------------------------------------------------------------------------
Supplemental disclosure of cash flow information - cash paid for:
Interest $ 14,338 $ 12,871
Income taxes $ 528 $ 518
- -------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
PACKAGING RESOURCES INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1) BASIS OF PRESENTATION
The balance sheet as of November 30, 1999 and the statements of operations for
the three and nine month periods ended November 30, 1999 and the statement of
cash flows for the nine months ended November 30, 1999 have been prepared by
Packaging Resources Incorporated ("PRI" or the "Company"). In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the financial results for the interim
periods included herein have been made. The results of operations for the three
and nine month periods ended November 30, 1999 are not necessarily indicative of
the results to be expected for the full year.
For further information, refer to the financial statements and footnotes
included in the Company's annual report on Form 10-K for the year ended February
28, 1999.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements contained herein include forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of 1995. PRI has
based these forward-looking statements on its current expectations and
projections about future events. These forward-looking statements are subject to
risks and uncertainties, including, among other things:
- PRI's reliance on key customers and supply agreements
- Trends and conditions in the rigid plastic packaging and plastic
beverage cup industries, including fluctuations in resin costs
- PRI's substantial debt
- PRI's future capital needs and
- PRI's ability to compete
PRI undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks and uncertainties, actual results may differ materially
from those reflected in any forward-looking statements.
RESULTS OF OPERATIONS -- THREE MONTH PERIOD ENDED NOVEMBER 30, 1999 COMPARED TO
THE THREE MONTH PERIOD ENDED NOVEMBER 30, 1998
NET SALES: Net sales increased $3.6 million, or 10.3%, from $34.6
million in the third quarter of fiscal 1999 to $38.2 million in the third
quarter of fiscal 2000. Packaging sales decreased $1.4 million, or 5.2%, from
$27.4 million in the third quarter of fiscal 1999 to $26.0 million in the
third quarter of fiscal 2000, primarily due to lower sales to Yoplait U.S.A.
("Yoplait") and The Dannon Company, Inc. ("Dannon") that were partially
offset by higher sales of food storage containers to S.C. Johnson & Son, Inc.
("S.C. Johnson"). Promotional sales increased $5.0 million, or 69.1%, from
$7.2 million in the third quarter of fiscal 1999 to $12.2 million in the
third quarter of fiscal 2000. This increase was due to higher volume
including sales of the Company's 32 ounce polystyrene CRUISER CUP-REGISTERED
TRADEMARK- to Tricon Restaurant Services Group, Inc. ("Tricon") and sales of
the new TWIST N' GO-REGISTERED TRADEMARK- beverage container to PepsiCo Inc.
("Pepsi").
GROSS PROFIT: Gross profit decreased $0.2 million, from $5.9 million
in the third quarter of fiscal 1999 to $5.7 million in the third quarter of
fiscal 2000. Gross margins decreased from 17.0% in the third quarter of
fiscal 1999 to 14.8% in the third quarter of fiscal 2000 primarily due to
inefficiencies associated with the start-up of certain new products, and
costs related to the transfer of production activities from the Company's
Kansas City facility to other plants. Gross margin for the third quarter of
fiscal 2000 was positively affected by favorable pricing under existing
supply agreements with customers, some of which include "take-or-pay"
provisions. Such provisions, which require the customers to purchase minimum
quantities or make specified minimum payments even if they do not take
delivery of the contracted products, recognize the significant fixed cost
investment required by the Company to fulfill the terms of certain
agreements. During the third quarter of fiscal 2000, certain minimum volume
requirements were not met and the Company recognized $2,025,000 in specified
minimum payments due under the agreements.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and
administrative expenses increased $0.6 million, from $1.5 million in the
third quarter of fiscal 1999 to $2.1 million in the third quarter of fiscal
2000, and increased as a percentage of net sales from 4.5% to 5.4% primarily
due to higher salary and travel expenses.
<PAGE>
OPERATING INCOME: Operating income decreased $0.7 million, from $4.1
million, or 12.0% of net sales, in the third quarter of fiscal 1999 to $3.4
million, or 8.9% of net sales, in the third quarter of fiscal 2000 due to the
reasons noted above.
INTEREST EXPENSE: Interest expense increased $0.5 million, from $3.4
million in the third quarter of fiscal 1999 to $3.9 million in the third
quarter of fiscal 2000, primarily due to higher borrowings under the
Company's Credit Agreement.
INCOME TAXES: Income taxes decreased $0.5 million, from a $0.3
million provision in the third quarter of fiscal 1999 to a $0.2 million
benefit in the third quarter of fiscal 2000, due to lower earnings. The
Company's effective state and Federal tax rate was 43% in the third quarters
of fiscal 1999 and 2000.
NET INCOME: For the reasons noted above, net income decreased $0.7
million, from $0.4 million of net income in the third quarter of fiscal 1999
to $0.3 million of net loss in the third quarter of fiscal 2000.
RESULTS OF OPERATIONS -- NINE MONTH PERIOD ENDED NOVEMBER 30, 1999 COMPARED TO
THE NINE MONTH PERIOD ENDED NOVEMBER 30, 1998
NET SALES: Net sales increased $11.9 million, or 11.3%, from $105.3
million in the first nine months of fiscal 1999 to $117.2 million in the
first nine months of fiscal 2000. Packaging sales increased $1.8 million, or
2.2%, from $80.6 million in the first nine months of fiscal 1999 to $82.4
million in the first nine months of fiscal 2000 primarily due to a full nine
months of sales of food storage containers to S.C. Johnson that were
partially offset by lower sales to Yoplait and Dannon. Promotional sales
increased $10.1 million, or 41.2%, from $24.7 million in the first nine
months of fiscal 1999 to $34.8 million in the first nine months of fiscal
2000. This increase was due to higher volume including sales of the Company's
32 ounce polystyrene CRUISER CUP-REGISTERED TRADEMARK- to Tricon and sales of
the new TWIST N' GO-REGISTERED TRADEMARK- beverage container to Pepsi.
GROSS PROFIT: Gross profit increased $2.9 million, from $19.8
million in the first nine months of fiscal 1999 to $22.7 million in the first
nine months of fiscal 2000 due to higher sales. Gross margins increased from
18.8% in the first nine months of fiscal 1999 to 19.4% in the first nine
months of fiscal 2000 primarily due to higher volume. This increase was
partially offset by inefficiencies associated with the start-up of certain
new products and costs related to the transfer of production activities from
the Company's Kansas City facility to other plants. Gross margin for the
first nine months of fiscal 2000 was positively affected by favorable pricing
under existing supply agreements with customers, some of which include
"take-or-pay" provisions. Such provisions, which require the customers to
purchase minimum quantities or make specified minimum payments even if they
do not take delivery of the contracted products, recognize the significant
fixed cost investment required by the Company to fulfill the terms of certain
agreements. During the first nine months of fiscal 2000, certain minimum
volume requirements were not met and the Company recognized $3,325,000 in
specified minimum payments due under the agreements.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and
administrative expenses increased $1.5 million from $4.5 million in the first
nine months of fiscal 1999 to $6.0 million in the first nine months of fiscal
2000, and increased as a percentage of net sales from 4.3% to 5.2% due to
higher salary and travel expenses.
OPERATING INCOME: Operating income increased $1.4 million, from
$14.7 million, or 14.0% of net sales, in the first nine months of fiscal 1999
to $16.1 million, or 13.7% of net sales, in the first nine months of fiscal
2000 due to the reasons noted above.
<PAGE>
INTEREST EXPENSE: Interest expense increased $1.5 million, from
$10.2 million in the first nine months of fiscal 1999 to $11.7 million in the
first nine months of fiscal 2000, primarily due to higher borrowings under
the Company's Credit Agreement.
INCOME TAXES: Income taxes of $1.9 million in the first nine months
of fiscal 1999 remained constant in the first nine months of fiscal 2000. The
Company's effective state and Federal tax rate was 43% in the first nine
months of fiscal 1999 and 2000.
NET INCOME: For the reasons noted above, net income decreased
slightly from $2.6 million in the first nine months of fiscal 1999 to $2.5
million in the first nine months of fiscal 2000.
LIQUIDITY AND CAPITAL RESOURCES
During fiscal 1999, PRI's Bank Credit Agreement ("Credit Agreement") was
amended to permit the Company to borrow an additional $10.0 million through
equipment acquisition term loans. On April 27, 1999, the Company further
amended the Credit Agreement to increase the revolving credit capacity to a
maximum of $22.5 million, and to reduce the amount of available equipment
acquisition term loans to $7.5 million. On October 7, 1999, the Company
further amended the Credit Agreement to increase the revolving credit
capacity to a maximum of $25.5 million. As of November 30, 1999, there were
$33.0 million of outstanding borrowings under the Credit Agreement.
Cash provided by operating activities decreased to $13.0 million in the first
nine months of fiscal 2000 from $13.7 million in the comparable period of
fiscal 1999. The decrease resulted primarily from changes in working capital.
This decrease was partially offset by a decrease in other assets which
resulted from the reimbursement of deposits for equipment that was leased as
well as deposits related to equipment that has been placed in service and,
therefore, reclassified to property, plant and equipment.
Capital expenditures were $26.2 million and $27.1 million for the first nine
months of fiscal 1999 and 2000, respectively. These expenditures, which
expanded production capacity and reduced costs, include (i) the addition of
new production lines and printing equipment, (ii) the expansion of the
Company's manufacturing space and (iii) the engineering and manufacture of
new production molds. PRI's estimated capital expenditures for the balance of
fiscal 2000 are expected to range from $3.0 million to $5.0 million and will
include new equipment and molds as well as plant modifications.
In June 1999 the Company sold a building in Ft. Worth, Texas. The disposal of
this building did not have a material impact on the Company's financial
condition or results of operations.
During the first nine months of fiscal 2000, cash provided by financing
activities was $13.2 million which included $8.5 million borrowed under the
Revolving Credit Facility and $3.7 million borrowed through Equipment
Acquisition Term Loans. Also during the first nine months, the Company
received proceeds of $2.8 million from the sale and leaseback of certain
equipment and paid a dividend of $1.8 million to Packaging Resources Group
("Group") to cover interest expenses associated with senior notes issued by
Group.
Although there can be no assurances, the Company anticipates that its
operating cash flow along with the borrowings available under the Credit
Agreement, will be sufficient to meet its current operating expenses,
projected capital expenditures and debt service requirements (including the
need to pay dividends to Group to service its debt) as they become due.
Instruments governing the Company's indebtedness, including the Credit
Agreement and the Indenture governing the Senior Secured Notes, contain
financial and other covenants that restrict, among other things, the
Company's ability to incur additional indebtedness, incur liens, pay
dividends or make certain other restricted payments, consummate certain asset
sales, enter into certain transactions with affiliates,
<PAGE>
merge or consolidate with any other person or sell, assign, transfer, lease,
convey or otherwise dispose of substantially all of the assets of the
Company. Such limitations, together with the highly leveraged nature of the
Company, could limit corporate and operating activities, including the
Company's ability to respond to market conditions, to provide for
unanticipated capital investments or to take advantage of business
opportunities. In addition, if such limitations prohibit the Company from
paying dividends to Group and Group is, consequently, unable to continue to
make interest payments on its senior notes, Group will be in default under
the indenture governing the notes. Any such default may trigger
cross-defaults under outstanding indebtedness of the Company and may result
in the acceleration of amounts due thereunder.
<PAGE>
RECENT DEVELOPMENTS
In June 1998, PRI began serving as the sole supplier to S.C. Johnson of
reusable/disposable food storage containers which are sold under the
ZIPLOC-REGISTERED TRADEMARK- brand name under a contract that expires in June
2003. In June 1998, the Company also began serving as the majority supplier
to Tricon , under a contract that expires in May 2001, for a 32 ounce
thermoform CRUISER CUP-REGISTERED TRADEMARK- that has been introduced
nationally in the Taco Bell chain of restaurants. This new disposable plastic
cup is available for soft drinks and replaced all 32 ounce paper cups in the
Taco Bell system. In addition, in August 1999 the Company began serving as
the sole supplier to Pepsi of a new TWIST N' GO-REGISTERED TRADEMARK-
beverage container that is sold as a cup designed specifically for the
fountain beverage take-out market under a contract that expires in December
2004.
As previously reported, Dannon advised the Company that PRI will no longer
serve as a supplier of Dannon's eight ounce yogurt cups after the expiration
of the current supply agreement which expired in December 1999. The Dannon
eight ounce cups accounted for approximately 11% of the Company's net sales
during the nine months ended November 30, 1999.
As previously reported, the Company's existing agreement relating to the
supply of six ounce yogurt cups to Yoplait expired in December 1999 and will
not be extended or renewed. Yoplait six ounce cups accounted for
approximately 15% of the Company's net sales during the nine months ended
November 30, 1999. The Company will continue to serve as the sole supplier of
Yoplait's four ounce cups under a contract that expires in February 2003.
Although there can be no assurances, PRI expects that the aforementioned new
business will more than offset its loss of business with Yoplait and Dannon.
During the third quarter of fiscal 2000, the Company moved all production
activities from its Kansas City, Missouri facility to other plants to reduce
manufacturing overhead costs. The Kansas City facility will continue to be
used for warehouse and distribution purposes until the lease expires on
October 31, 2000. The costs incurred in this move did not have a material
impact on the Company's financial condition or results of operations.
IMPACT OF THE YEAR 2000 ON THE COMPANY'S OPERATIONS
Although there can be no assurance that there will be no problems related to
the year 2000 ("Y2K"), as of the date of this filing Y2K has not resulted in
any disruption or interruption of the Company's manufacturing facilities,
information systems or relationships with suppliers or customers. The total
costs associated with its Y2K readiness program were not material to the
Company's financial position or results from operations.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of certain market risks related to the Company,
see Part I, Item 7a. "Quantitative and Qualitative Disclosures
about Market Risk" in the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1999. Based on borrowings
outstanding under the Credit Agreement as of November 30, 1999,
the Company estimates that a 1% increase in interest rates would
result in an approximate $330,000 increase in annual interest
expense.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
N/A
ITEM 2. CHANGES IN SECURITIES
N/A
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
N/A
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
N/A
ITEM 5. OTHER INFORMATION
N/A
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS: The following exhibits are included in this
Report on Form 10-Q:
4.3(c) Tenth Amendment dated as of
October 7, 1999 to the Credit Agreement dated
as of May 17, 1996 among PRI, the lenders
signatory thereto and LaSalle Bank, N.A., as
administrative agent
27.1 Financial Statement Schedule
(b) REPORTS ON FORM 8-K: The Company did not file any reports
on Form 8-K during the three months
ended November 30, 1999.
<PAGE>
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.
PACKAGING RESOURCES INCORPORATED
Registrant
Date January 13, 2000 /s/ Jerry J. Corirossi
------------------------- --------------------------------------------
Jerry J. Corirossi
Executive Vice President, Finance and
Administration and Chief Financial Officer
and duly authorized officer
<PAGE>
Exhibit 4.3(c)
9/29/99
TENTH AMENDMENT TO CREDIT AGREEMENT
TENTH AMENDMENT TO CREDIT AGREEMENT ("Tenth Amendment"), dated as of
October 7, 1999 to the Credit Agreement, dated as of May 17, 1996, among
Packaging Resources Incorporated, a Delaware corporation (the "Borrower"),
the lender signatories thereto ("Lenders") and LaSalle Bank, N.A., a national
banking association, f/k/a LaSalle National Bank ("LaSalle"), as agent for
such Lenders ("LaSalle, in such capacity, the "Agent").
WHEREAS, the Borrower, the Lenders and the Agent have entered into that
certain Credit Agreement dated as of May 17, 1996 as amended by that certain
First Amendment to Credit Agreement, dated December 12, 1996, by and among
the Borrower, the Lenders and the Agent ("First Amendment"), by that certain
Second Amendment to Credit Agreement dated as of April 24, 1997, by and among
the Borrower, the Lenders and the Agent ("Second Amendment"), by that certain
Third Amendment to Credit Agreement dated August 27, 1997, by and among the
Borrower, the Lenders and the Agent ("Third Amendment"), by that certain
Fourth Amendment to Credit Agreement dated as of April 30, 1998, by and among
the Borrower, the Lenders and the Agent ("Fourth Amendment"), by that certain
Fifth Amendment to Credit Agreement and First Amendment to Security Agreement
dated August 5, 1998 by and among the Borrower, the Lenders and the Agent, by
that certain Sixth Amended to Credit Agreement dated as of February 25, 1999
by and among the Borrower, the Lenders and the Agent, by that certain Seventh
Amendment to Credit Agreement dated April 27, 1999 by and among the Borrower,
the Lenders and the Agent, by that certain Eighth Amendment to Credit
Agreement dated May 18, 1999 by and among the Borrower, the Lenders and the
Agent and by that certain Ninth Amendment to Credit Agreement dated August
25, 1999 by and among the Borrowers, the Lenders, and the Agent (said Credit
Agreement, as amended, is hereinafter referred to as the "Credit Agreement");
WHEREAS, the Borrower, the Lenders and the Agent wish to amend and
modify certain of the provisions of the Credit Agreement pursuant to the
terms hereof;
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained and contained in the Credit
Agreement, the parties hereto hereby agree as follows:
1. DEFINITIONS. Except as otherwise provided herein, capitalized terms used
herein without definition shall have the meanings set forth in the Credit
Agreement.
* * *
<PAGE>
2. REVOLVING CREDIT FACILITY COMMITMENT AND BORROWING LIMIT. Section 2.2(a)
of the Credit Agreement is hereby deleted and the following is inserted in
its stead:
"Section 2.2 REVOLVING CREDIT FACILITY COMMITMENT AND BORROWING LIMIT.
(a) The Revolving Loan shall not at any time, when taken with the Letter of
Credit Usage at such time (after giving effect to any concurrent
reimbursement of a Letter of Credit with the proceeds of a Revolving Advance
pursuant to Section 4A.1(c) hereof) exceed the lesser of (i) Twenty-Five
Million Five Hundred Thousand Dollars ($25,500,000) ("Revolving Credit
Facility Commitment") and (ii) the Borrowing Base as of such time (the lesser
of (i) and (ii) being the "Borrowing Limit")."
* * *
3. SALE AND LEASEBACK. The Agent and Lenders hereby consent to the sale and
leaseback by the Borrower of certain of its Equipment consisting of the
thermoforming line #10 at the Borrower's Michigan facility; PROVIDED that the
sales proceeds to be received by the Borrower in connection with such
transaction equal or exceed $2,880,000 and that such proceeds are disbursed
in accordance with the terms of the Senior Note Documents.
4. CONDITIONS PRECEDENT. This Tenth Amendment shall become effective upon
the Agent receiving each of the following documents, each in form and
substance acceptable to the Agent.
(i) A Certificate of Secretary of the Borrower authorizing or
ratifying the execution, delivery and performance of this Tenth Amendment;
and
(ii) An Amended and Restated Revolving Note in the form of
Exhibit 2.3 attached hereto and incorporated herein.
Upon the effectiveness of this Tenth Amendment, the Agent shall deliver to
the Borrower, the Revolving Note previously executed by the Borrower and
delivered to LaSalle, which Revolving Note shall be marked "Amended and
Superseded."
5. CONTINUING EFFECT. Except as otherwise specifically set out herein, the
provisions of the Loan Agreement shall remain in full force and effect.
6. COUNTERPARTS. This Tenth Amendment may be executed in any number of
separate counterparts, each of which shall, collectively and separately,
constitute one agreement.
2
<PAGE>
IN WITNESS WHEREOF, this Tenth Amendment has been duly executed as of
the date first written above.
PACKAGING RESOURCES INCORPORATED,
as Borrower
By: /s/ Jerry J. Corirossi
-------------------------------
Name: Jerry J. Corirossi
Title: Executive Vice President
LASALLE BANK, N.A.
as Agent and Lender
By: /s/ Meghan Blake
-------------------------------
Name: Meghan Blake
Title: Assistant Vice President
3
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-29-2000
<PERIOD-END> NOV-30-1999
<CASH> 832
<SECURITIES> 0
<RECEIVABLES> 17,785
<ALLOWANCES> 0
<INVENTORY> 27,747
<CURRENT-ASSETS> 48,062
<PP&E> 157,395
<DEPRECIATION> (64,190)
<TOTAL-ASSETS> 162,855
<CURRENT-LIABILITIES> 21,893
<BONDS> 110,000
0
0
<COMMON> 0
<OTHER-SE> (11,214)
<TOTAL-LIABILITY-AND-EQUITY> 162,855
<SALES> 117,212
<TOTAL-REVENUES> 117,212
<CGS> 94,511
<TOTAL-COSTS> 94,511
<OTHER-EXPENSES> 6,599
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,684
<INCOME-PRETAX> 4,418
<INCOME-TAX> 1,900
<INCOME-CONTINUING> 2,518
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,518
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
