Exhibit 10.33


 


Execution Copy


 


FIRST AMENDMENT TO
CREDIT AGREEMENT


 


This FIRST AMENDMENT TO
CREDIT AGREEMENT dated this 24th day of March, 2004 (this “Amendment”),
is made by and among UFP Technologies, Inc., a Delaware corporation, Moulded
Fibre Technology, Inc., a Maine corporation, Simco Industries, Inc., a Michigan
corporation, and Simco Automotive Trim, Inc., a Michigan corporation
(collectively, the “Borrowers”), and Fleet Capital Corporation (the “Lender”).


 


WHEREAS, the Borrowers
and the Lender are parties to a Credit and Security Agreement dated as of
February 28, 2003 (the “Credit Agreement”); and


 


WHEREAS, the Borrowers
and the Lender desire to amend certain provisions of the Credit Agreement, all
subject to the terms, conditions and limitations set forth herein;


 


NOW, THEREFORE, in
consideration of the foregoing and the agreements contained herein, the parties
hereby agree as follows:


 


1.             Capitalized Terms.


 


Capitalized terms used
herein which are defined in the Credit Agreement have the same meanings herein
as therein, except to the extent that such meanings are amended hereby.


 


2.             October 1,
2003 Amendments.


 


Subject to the
satisfaction of the terms and conditions set forth in Section 6 hereof,
the Borrowers and the Lender agree that the Credit Agreement is hereby amended,
effective as of October 1, 2003, as follows:


 


(a)           Amendments to Section 1.1 of the
Credit Agreement.  The
definition of “Tangible Net Worth” contained in Section 1.1 of the Credit
Agreement is deleted in its entirety and replaced with the following new
definition:


 


“Tangible Net Worth”
means, at any time, an amount for the Credit Parties (determined on a
consolidated basis without duplication in accordance with GAAP) equal to (a)
the book net worth of the Credit Parties at such time, minus (b) the
aggregate amount at such time of all investments in, and all receivables, fees,
loans and other amounts due from, Affiliates, minus (c) the total
book value at such time of all intangible assets, including without limitation,
such items as goodwill, customer lists, Patents, Copyrights and Trademarks, and
rights (including rights under licenses) with respect to the foregoing.


 


(b)           Amendment to Subsection (b) of
Section 8.10 of the Credit Agreement.  Subsection (b) of Section 8.10 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:


 


(b)           Tangible Net Worth.  The Credit Parties shall not permit the
Tangible Net Worth (determined on a consolidated basis without duplication in
accordance with GAAP) at any time during the periods 


 

















 


set forth below to be
less than the required Tangible Net Worth set forth below opposite such
periods:


 


	
  Period

  	
   

  	
  Required Tangible Net Worth

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1,
  2003 through March 31, 2004

  	
   

  	
  $5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  for each
  succeeding fiscal quarter of the Credit Parties

  	
   

  	
  The required Tangible
  Net Worth of the Credit Parties as at the end of the immediately preceding
  fiscal quarter plus 33% of the quarterly net income of the Credit
  Parties for the fiscal quarter most recently ended; provided that the
  required Tangible Net Worth shall not be reduced by net losses of the Credit
  Parties

  	
   

  



 


3.             December 31,
2003 Amendments.


 


Subject to the
satisfaction of the terms and conditions set forth in Section 6 hereof,
the Borrowers and the Lender agree that the Credit Agreement is hereby amended,
effective as of December 31, 2003, as follows:


 


(a)           Amendments to Section 1.1 of the
Credit Agreement. 
Section 1.1 of the Credit Agreement is amended as follows:


 


(i)            The definition of
“Fixed Charge Coverage Ratio” contained in Section 1.1 of the Credit
Agreement is deleted in its entirety and replaced with the following new
definition:


 


“‘Fixed
Charge Coverage Ratio’ means, for any period, the ratio of:


 


(a)           (i) EBITDA of the Credit Parties for such period,
plus


 


(ii) the following add-backs for non-recurring expenses
in the amounts of:


 


(x) for the fiscal quarter ending December 31,
2003, the actual expenses incurred by the Borrowers during such period relating
to the closing of the California Molded Fiber Plant and the transfer of
equipment therefrom to the Borrowers’ Clinton, Iowa plant; provided that such
amount shall not exceed, in the aggregate, the applicable amount specified in Schedule A
to the First Amendment, and


 


(y) for the fiscal quarter ending December 31,
2003, capital expenditures incurred by the Borrowers relating to the
modification of the Borrowers’ Clinton, Iowa plant for purposes of
accommodating equipment transferred from the California Molded Fiber Plant,
provided that the amount of such capital expenditures shall not exceed, in the
aggregate, the applicable amount specified in Schedule A to the
First Amendment, minus


 


2

















 


(iii) the aggregate amount of all Non-Financed Capital
Expenditures during such period, minus


 


(iv) the aggregate amount paid, or required to be paid
(without duplication), in cash in respect of the current portion of all income
taxes for such period, minus


 


(v) for each fiscal quarter of fiscal year 2004, and
each quarter thereafter, the amount of (A) actual lease payments in respect of
the California Molded Fiber Plant during such quarter minus (B) the
actual amount of rental income earned by the Borrowers during such quarter as a
result of the sub-lease of the California Molded Fiber Plant, minus


 


(vi) the aggregate amount of dividends and distributions
permitted to be paid under Section 8.6 and actually paid in cash during
such period, to


 


(b)
the sum for the Credit Parties (determined on a consolidated basis without duplication
in accordance with GAAP), of


 


(i) the aggregate amount of Interest Expense for such
period, plus


 


(ii) the aggregate amount of regularly scheduled
payments of principal in respect of Indebtedness for borrowed money (including
the principal component of any payments in respect of Capital Lease
Obligations) paid or required to be paid during such period.


 


For
purposes of calculating Fixed Charge Coverage Ratio at any time, the Credit
Parties shall be permitted to offset (without duplication) the income taxes
described in subsection (a)(iv) above with state or federal income tax
refunds received by the Credit Parties during such period, but only in an
amount less than or equal to the amount described in subsection (a)(iv)
for such period.


 


(ii)           Section 1.1 of the
Credit Agreement is amended by the addition thereto, in appropriate
alphabetical order, of the following definitions:


 


“‘California Molded
Fiber Plant’ means the Credit Parties’ plant located in Visalia,
California, and formerly used for the production of Molded Fiber.”


 


“‘First Amendment’
means the First Amendment to Credit Agreement dated as of
March     , 2004 among the Borrowers and the Lender.”


 


“‘First Amendment
Effective Date’ means the date upon which all of the conditions set forth
in Section 6 of the First Amendment are satisfied, or are waived by the
Lender in accordance with Section 10.2 of this Agreement.”


 


“‘Operating Cash Flow’
means, for any period, (a) EBITDA of the
Credit Parties for such period minus (b) the aggregate amount of all
Non-


 


3

















 


Financed
Capital Expenditures during such period minus (c) the aggregate amount
paid in cash in respect of the current portion of all income taxes for such
period minus (d) the aggregate amount of dividends and distributions
permitted to be paid under Section 8.6 and actually paid in cash during
such period minus (e) the aggregate amount of rent in respect of the
California Molded Fiber Plant paid in cash during such period.”


 


(b)           Amendments to Section 8.10 of the
Credit Agreement. 
Subsections (a), (c) and (d) of Section 8.10 of the Credit
Agreement are deleted in their entirety and replaced with the following new
Subsections (a), (c) and (d) respectively:


 


“(a)         Fixed Charge Coverage
Ratio. The Credit Parties shall not permit the Fixed Charge Coverage Ratio
for each fiscal period set forth below to be less than the ratio set opposite
such period:


 


	
  Period

  	
   

  	
  Minimum Fixed

  Charge Coverage

  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2003
  through December 31, 2003

  	
   

  	
  1.00 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2004
  through June 30, 2004

  	
   

  	
  0.07 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2004
  through September 30, 2004

  	
   

  	
  0.60 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Any
  period of four consecutive fiscal quarters ending on or after
  December 31, 2004.

  	
   

  	
  1.00 to 1.00”

  	
   

  



 


 


“(c)         Operating Cash Flow.  The Credit Parties shall not permit
Operating Cash Flow for the fiscal quarter ending March 31, 2004 to be
less than ($300,000).”


 


“(d)         Capital Expenditures.  The Credit Parties shall not, and shall not
permit any Subsidiary to, make any Capital Expenditures (including, without
limitation, incurring any Capital Lease Obligations) which, in the aggregate
for the Credit Parties and all Subsidiaries, exceed $3,750,000 at any time
during any fiscal year.”


 


(c)           Amendment of Exhibit D to the Credit Agreement.  Exhibit D to the Credit Agreement is
hereby replaced with the new form of Exhibit D attached thereto.


 


4.             Effective Date
Amendments.


 


Subject to the
satisfaction of the terms and conditions set forth in Section 6 hereof,
the Borrowers and the Lender agree that the Credit Agreement is hereby amended,
effective as of the date of this Amendment, as follows:


 


(a)           Amendments to Section 1.1 of the
Credit Agreement. 
Section 1.1 of the Credit Agreement is hereby amended as follows:


 


4

















 


(i)            The definition of
“Applicable Margin” and “Applicable Unused Fee Rate” contained in
Section 1.1 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following new definition:


 


“‘Applicable Margin’
and ‘Applicable Unused Fee Rate’ means, for any Type of Loans (a) for
the Initial Payment Period (as defined below) the following percentages per
annum:


 


	
   

  	
   

  	
  Applicable
  Margin (% per annum)

  	
   

  	
  Applicable

  Unused Fee Rate

  	
   

  
	
  Class of Loans

  	
   

  	
  Base Rate
  Loans

  	
   

  	
  Eurodollar
  Loans

  	
   

  	
  (% per
  annum)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revolving
  Loans

  	
   

  	
  0.00

  	
  %

  	
  2.25

  	
  %

  	
  0.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Term
  Loan

  	
   

  	
  0.25

  	
  %

  	
  2.50

  	
  %

  	
  Not Applicable

  	
   

  



 


and (b)   for any Payment Period (as
defined below) other than the Initial Payment Period, the respective rates
indicated below for Loans of such Type opposite the applicable Adjusted Fixed
Charge Coverage Ratio indicated below (or as provided in the final paragraph of
this definition, for part of a Payment Period):


 


	
   

  	
   

  	
   

  	
   

  	
  Applicable
  Unused

  	
   

  
	
   

  	
   

  	
  Applicable
  Margin (% per annum)

  	
   

  	
  Fee Rate

  	
   

  
	
  Adjusted Fixed

  	
   

  	
  Revolving
  Loans

  	
   

  	
  Term Loan

  	
   

  	
  (% per annum)

  	
   

  
	
  Charge Coverage 

  Ratio

  	
   

  	
  Base Rate

  Loans

  	
   

  	
  Eurodollar

  Loans

  	
   

  	
  Base Rate

  Loans

  	
   

  	
  Eurodollar

  Loans

  	
   

  	
  Revolving

  Loans

  	
   

  	
  Term

  Loan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater
  than or equal to

  1.50 to 1.00

  	
   

  	
  0.00

  	
  %

  	
  1.75

  	
  %

  	
  0.00

  	
  %

  	
  2.00

  	
  %

  	
  0.25

  	
  %

  	
  Not

  Applicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater
  than or equal to

  1.25 to 1.00 but less

  than 1.50 to 1.00

  	
   

  	
  0.00

  	
  %

  	
  2.00

  	
  %

  	
  0.00

  	
  %

  	
  2.25

  	
  %

  	
  0.25

  	
  %

  	
  Not

  Applicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater
  than or equal to

  1.00 to 1.00 but less

  than 1.25 to 1.00

  	
   

  	
  0.00

  	
  %

  	
  2.25

  	
  %

  	
  0.25

  	
  %

  	
  2.50

  	
  %

  	
  0.25

  	
  %

  	
  Not

  Applicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater
  than or equal to

  0.80 to 1.00 but less

  than 1.00 to 1.00

  	
   

  	
  0.50

  	
  %

  	
  3.00

  	
  %

  	
  0.50

  	
  %

  	
  3.00

  	
  %

  	
  0.50

  	
  %

  	
  Not

  Applicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less
  than 0.80 to 1.00

  	
   

  	
  1.25

  	
  %

  	
  Not 

  Available

  	
   

  	
  1.25

  	
  %

  	
  Not

  Available

  	
   

  	
  0.50

  	
  %

  	
  Not

  Applicable

  	
   

  



 


For purposes hereof, a “Payment
Period” means (i) initially, the period commencing on the First Amendment
Effective Date to and including the


 


5

















 


fifth Business Day after
the date of delivery of the financial statements required by
subsection 7.1(b) and the Compliance Certificate required by
subsection 7.1(c) for the fiscal period of the Credit Parties ended
December 31, 2003 (the “Initial Payment Period”), and (ii)
thereafter, the period commencing on the day immediately succeeding the last
day of the prior Payment Period to but not including the fifth Business Day
after the earlier of (x) the due date of the next Compliance Certificate
required to be delivered by the Borrowers to the Lender pursuant to
subsection 7.1(c) concurrently with the delivery by the Borrowers of the
financial statements required by subsection 7.1(b) to be delivered to the
Lender for the periods ended March 31st, June 30th,
September 30th and December 31st of each year,
or (y) the date of the actual receipt by the Lender of such Compliance
Certificate.  Subject to and in
accordance with the final paragraph of this definition, the Applicable Margin
and Applicable Unused Fee Rate shall be effective for each Payment Period (or
in the circumstances described in the final paragraph of this definition, such
portion of a Payment Period).


 


The Applicable Margin and
Applicable Unused Fee Rate for any Payment Period except the Initial Payment
Period shall be determined on the basis of the Compliance Certificates required
to be delivered to the Lender pursuant to subsection 7.1(c) concurrently
with the delivery by the Borrowers of the corresponding financial statements
required by subsection 7.1(b) to be delivered to the Lender for the
periods ended March 31st, June 30th,
September 30th and December 31st of each year, setting
forth, among other things, a calculation of the Adjusted Fixed Charge Coverage
Ratio as at the last day of the fiscal quarter immediately preceding such
Payment Period.


 


Anything in this
Agreement to the contrary notwithstanding, the Applicable Margin and Applicable
Unused Fee Rate shall be the rates applicable when the Adjusted Fixed Charge
Coverage Ratio is less than 0.80 to 1.00 if the Compliance Certificate required
to be delivered by subsection 7.1(c) and the financial statements required
by subsection 7.1(b), respectively, shall not be delivered within five
Business Days after the same shall be due (but only with respect to the portion
of such Payment Period prior to the delivery of such certificate).”


 


(ii)           The definition of
“Borrowing Base” contained in Section 1.1 of the Credit Agreement is
hereby deleted in its entirety and replaced with the following new definition:


 


“‘Borrowing Base’
means, at the relevant time of reference thereto, an amount determined by the
Lender by reference to the most recent Borrowing Base Certificate/Collateral
Update Certificate delivered to the Lender pursuant to Section 2.1(b)
which is equal to the sum of:


 


(a)  85% of Eligible Accounts, plus


 


(b)  the lesser of:


 


(i)  the sum of:


 


6

















 


(A)
50% of Eligible Raw Material Inventory,


 


plus


 


(B) 50%
of Eligible Finished Goods Inventory,


 


and


 


(ii)  $3,500,000, minus


 


(c)  the Availability Reserve, minus


 


(d)  reserves for foreign exchange and interest
rate derivative exposure and such other reserves as the Lender in its
reasonable credit judgment  shall deem appropriate from time to time;


 


In determining the Borrowing
Base from time to time, the Lender may, but shall not be required to, rely upon
reports or analyses generated by the Credit Parties (including, without
limitation, Borrowing Base Certificates/Collateral Update Certificates) and
reports or analyses generated by or on behalf of the Lender.  Notwithstanding anything to the contrary set
forth herein, the Lender may in its reasonable credit judgment at any time and
from time to time, adjust the percentages of Eligible Accounts, Eligible Raw
Materials Inventory, Eligible Finished Goods Inventory and undrawn amount of
Documentary LCs included within the Borrowing Base.”


 


(iii)          Section 1.1 of the
Credit Agreement is hereby amended by the addition thereto, in appropriate
alphabetical order, of the following definitions:


 


“‘Adjusted Fixed
Charge Coverage Ratio’ means, at any
date, the ratio of:


 


(a)           (i) EBITDA of the Credit Parties for the
period of twelve consecutive months ending on or most recently ended prior to
such date, plus


 


(ii) the following add-backs for non-recurring expenses
in the amounts of:


 


(w) for the fiscal quarter ending December 31,
2003, actual expenses incurred by the Borrowers relating to the closing of the
California Molded Fiber Plant and the transfer of equipment therefrom to the
Borrower’s Clinton, Iowa plant in an amount not to exceed, in the aggregate,
the applicable amount specified in Schedule A to the First
Amendment,


 


(x) for the fiscal quarter ending December 31,
2003, capital expenditures at the Borrower’s Clinton, Iowa plant for purposes
of accommodating equipment transferred from the California Molded Fiber Plant
in an amount not to exceed, in the aggregate, the applicable amount specified
in Schedule A to the First Amendment,


 


7

















 


(y) for the fiscal quarter ending March 31, 2004,
the amount (not to exceed $250,000 in the aggregate) of (A) miscellaneous
operating expenses actually incurred by the Borrowers to prepare the California
Molded Fiber Plant for subleasing plus (B) capital expenditures at the
Borrower’s Clinton, Iowa plant for purposes of accommodating equipment
transferred from the California Molded Fiber Plant plus (C)
miscellaneous operating expenses actually incurred by the Borrowers relating to
the transfer of equipment from the California Molded Fiber Plant to the
Borrower’s Clinton, Iowa plant, and


 


(z) for each fiscal quarter of fiscal year 2004, and
each quarter thereafter, the amount (not to exceed $42,000 in the aggregate in
any fiscal quarter) of (A) actual lease payments in respect of the California
Molded Fiber Plant during such quarter minus (B) the actual amount of
rental income earned by the Borrowers during such quarter as a result of the
sub-lease of the California Molded Fiber Plant, minus


 


(iii) the aggregate amount of all Non-Financed Capital
Expenditures during such period, minus


 


(iv) the aggregate amount paid, or required to be paid
(without duplication), in cash in respect of the current portion of all income
taxes for such period, minus


 


(v) for each fiscal quarter of fiscal year 2004, and
each quarter thereafter, the amount of (A) actual lease payments in respect of
the California Molded Fiber Plant during such quarter minus (B) the
actual amount of rental income earned by the Borrowers during such quarter as a
result of the sub-lease of the California Molded Fiber Plant, minus


 


(vi) the aggregate amount of dividends and distributions
permitted to be paid under Section 8.6 and actually paid in cash during
such period, to


 


(b)
the sum for the Credit Parties (determined on a consolidated basis without
duplication in accordance with GAAP), of:


 


(i) the aggregate amount of Interest Expense for such
period, plus


 


(ii) the aggregate amount of regularly scheduled
payments of principal in respect of Indebtedness for borrowed money (including
the principal component of any payments in respect of Capital Lease
Obligations) paid or required to be paid during such period.


 


For
purposes of calculating Adjusted Fixed Charge Coverage Ratio, the Credit
Parties shall be permitted to offset (without duplication) the income taxes
described in subsection (a)(iv) above with state or federal income tax
refunds received by the Credit Parties during such period, but only in an
amount less than or equal to the amount described in subsection (a)(iv)
for such period.”


 


8

















 


“‘Availability Reserve’
means a reserve against the Borrowing Base, initially in the amount of
$500,000, and thereafter adjusted periodically by the Lender in its reasonable
discretion, based on fixed asset appraisals conducted by the Lender.  In no event shall the Availability Reserve
be less than $500,000 at any time.”


 


(b)           Amendment to Section 2.1 of the
Credit Agreement. 
Section 2.1 of the Credit Agreement is amended by deleting
subsection (b) thereof in its entirety, and replacing it with the
following new subsection (b):


 


“(b)  Funding of Revolving Loans.  The Borrower shall deliver to the Lender on
each Business Day not later than 1:00 p.m., Boston, Massachusetts time, by
facsimile or electronic mail transmission, a Borrowing Base Certificate in
substantially the form of Exhibit B-1 hereto, setting forth the
Borrowing Base as of the close of business on the immediately preceding
Business Day.  So long as no Default or
Event of Default shall have occurred and be continuing or shall result
therefrom, on each Business Day not later than 3:30 p.m. Boston, Massachusetts
time, the Lender shall make a Revolving Loan to the Borrowers in an amount
equal to the amount requested by the Borrowers in the Borrowing Base
Certificate delivered to the Lender that Business Day, by crediting such amount
to one or more accounts of the Borrowers maintained with the Lender; provided
that Revolving Loans made to finance the reimbursement of an LC Disbursement
under any Letter of Credit as provided in Section 2.4(e) shall be remitted
by the Lender to the Issuing Lender.”


 


(c)           Amendment to Section 2.3 of the
Credit Agreement. 
Section 2.3 of the Credit Agreement is amended by the addition
thereto of the following new subsection (h):


 


“(h)         Unavailability of
Eurodollar Loan Option.  During any
period when the Pricing Ratio shall be (or shall be deemed to be pursuant to
the last paragraph of the definition of “Applicable Margin”) less than 0.80 to
1.00, the Borrower shall not be permitted to request any Eurodollar Borrowings
(and any Eurodollar Requests submitted by the Borrowers shall be ineffective),
and all then outstanding Eurodollar Borrowings shall automatically be converted
into Base Rate Borrowings (and the Borrowers shall be liable to the Lender for
any breakage fees due under Section 2.3(g) in connection with such
conversion).”


 


(d)           Amendment to Section 6.2 of the
Credit Agreement. 
Section 6.2 of the Credit Agreement is amended by deleting
subsection (c) thereof in its entirety, and replacing it with the
following new subsection (c):


 


“(c)  Borrowing Base Certificate.  A Designated Financial Officer shall have
executed and delivered to the Lender a Borrowing Base Certificate substantially
in the form of Exhibit B-1 annexed hereto, which Borrowing Base
Certificate shall show Excess Availability as of the close of business on the
immediately preceding Business Day of not less than $1 (after giving effect to
the funding of such requested Loan or the issuance of such requested Letter of
Credit).”


 


9

















 


(e)           Amendment to Section 7.1 of the
Credit Agreement. 
Section 7.1 of the Credit Agreement is hereby amended by deleting
subsections (f) and (g) thereof in their entirety, and replacing them with the
following new subsections (f) and (g), respectively:


 


“(f)  as soon as available and in any event no
later than 1:00 p.m. (Boston time) of each Business Day, a Borrowing Base
Certificate in the form attached hereto as Exhibit B-1, with respect to
the Collateral of the Borrowers as of the close of business on the previous
Business Day, together with such other information relating to the Collateral
as the Lender shall reasonably request, and accompanied by such supporting
detail and documentation as the Lender shall reasonably request;


 


(g)  as soon as available and in any event within
twenty (20) days after the end of each month with respect to such month (or
more frequently if requested by the Lender), (i) a Collateral Update
Certificate in the form attached hereto as Exhibit B-2, (ii) an Accounts
Receivable/Loan Reconciliation Report in the form attached hereto as Exhibit
B-3, (iii) a summary of inventory by type and location, (iv) an
accounts receivable aging report, and (v) such other information relating to
the Collateral as the Lender shall reasonably request, in each case,
accompanied by such supporting detail and documentation as the Lender shall
reasonably request;”


 


(f)            Amendment of Exhibits B-1 and B-2 to
the Credit Agreement.  Exhibits
B-1 and B-2 to the Credit Agreement are hereby replaced with the new
forms of Exhibits B-1 and B-2 respectively attached thereto.


 


5.             No Default;
Representations and Warranties, etc.


 


The Borrowers hereby
represent, warrant and confirm that: (a) the representations and warranties of
the Credit Parties contained in Article 5 of the Credit Agreement are true
and correct on and as of the date hereof as if made on such date (except to the
extent that such representations and warranties expressly relate to an earlier
date); (b) after giving effect to this Amendment, the Borrowers are in
compliance with all of the terms and provisions set forth in the Credit
Agreement and the other Loan Documents; (c) after giving effect to this
Amendment, no Default has occurred and is continuing; and (d) the
execution, delivery and performance by the Borrowers of this Amendment (i) have
been duly authorized by all necessary action on the part of the Borrowers, (ii)
will not violate any applicable law or regulation or the organizational
documents of any Borrower, (iii) will not violate or result in a default under
any indenture, agreement or other instrument binding on any Borrower or any of
its assets, and (iv) do not require any consent, waiver or approval of or by
any Person (other than the Lender) which has not been obtained.  The Borrowers further represent, warrant and
confirm that the financial covenant compliance certificate for the fiscal quarter
ending December 31, 2003, which is attached hereto as Schedule A,
contains true and correct entries for the Borrowers’ (x) actual charges and
expenses associated with the closing of the California Molded Fiber Plant and
the transfer of equipment therefrom to the Borrowers’ Iowa plant, and (y)
capital expenditures at the Borrowers’ Iowa plant to accommodate such
equipment, in each case for the fiscal quarter ending December 31, 2003.


 


10

















 


6.             Conditions to
Effectiveness.


 


The effectiveness of this
Amendment shall be subject to the satisfaction of the following conditions
precedent:


 


(a)           the Lender shall have
received counterparts of this Amendment duly executed by each of the Borrowers;


 


(b)           the Lender shall have
received a Certificate of the Secretary of each of the Borrowers, certifying
that this Amendment has been duly authorized by the Boards of Directors of such
Borrower;


 


(c)           the Lender shall have
received the Credit Parties’ audited financial statements for the fiscal year
ending December 31, 2003 as required by Section 7.1(a) of the Credit
Agreement, and the same shall not be inconsistent with the information
previously provided to the Lender by the Borrowers; and


 


(d)           the Lender shall have
received: (i) a favorable written opinion (addressed to the Lender and dated as
of the date hereof) of Lynch, Brewer, Hoffman & Fink, LLP, counsel to the
Borrowers, with respect to this Amendment and such other matters as the Lender
may reasonably request.


 


7.             Miscellaneous.


 


(a)           Except as specifically
amended hereby, all of the terms and provisions of the Credit Agreement, the
other Loan Documents and all related documents, shall remain in full force and
effect.


 


(b)           This Amendment may be
executed in any number of counterparts, each of which, when executed and
delivered, shall be an original, but all counterparts shall together constitute
one instrument.  Delivery of an executed
signature page hereto by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.


 


(c)           This Amendment shall be
governed by the laws of The Commonwealth of Massachusetts and shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


(d)           The Borrowers shall
reimburse the Lender for all reasonable costs and expenses, including
reasonable legal fees and disbursements, incurred by the Lender in connection
with this Amendment and the transactions contemplated hereby.


 


[Remainder of Page
Left Intentionally Blank]


 


11

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.


 


	
   

  	
  BORROWERS

  
	
   

  	
   

  
	
   

  	
  UFP TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Ronald J. Lataille

  	
   

  
	
   

  	
  Name:

  	
  Ronald J. Lataille

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  MOULDED FIBRE
  TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Ronald J. Lataille

  	
   

  
	
   

  	
  Name:

  	
  Ronald J. Lataille

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  SIMCO INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Ronald J. Lataille

  	
   

  
	
   

  	
  Name:

  	
  Ronald J. Lataille

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  SIMCO AUTOMOTIVE TRIM,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Ronald J. Lataille

  	
   

  
	
   

  	
  Name:

  	
  Ronald J. Lataille

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER

  
	
   

  	
   

  
	
   

  	
  FLEET CAPITAL
  CORPORATION, as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Daniel P. Corcoran

  	
   

  
	
   

  	
  Name:

  	
  Daniel P. Corcoran

  
	
   

  	
  Title:

  	
  Senior Vice President