exv10w1



 





Exhibit-10.1




WAIVER AND AMENDMENT TO

CREDIT AGREEMENT




          This Waiver and Amendment to Credit Agreement, dated as of October 1, 2006 (this “Agreement”),
is among ATLANTIS PLASTIC FILMS, INC., a Delaware corporation (“Atlantis Plastic Films”),
ATLANTIS MOLDED PLASTICS, INC., a Florida corporation (“Atlantis Molded Plastics”),
ATLANTIS FILMS, INC., a Delaware corporation (“Atlantis Films”), RIGAL PLASTICS, INC., a
Florida corporation (“Rigal Plastics”), ATLANTIS PLASTICS INJECTION MOLDING, INC., a
Kentucky corporation (“Injection Molding”), PIERCE PLASTICS, INC., a Delaware corporation
(“Pierce Plastics”), and EXTRUSION MASTERS, INC., an Indiana corporation (“Extrusion
Masters” and together with Atlantis Plastic Films, Atlantis Molded Plastics, Atlantis Films,
Rigal Plastics, Injection Molding and Pierce Plastics, collectively, the “Borrowers” and
individually, a “Borrower”), the other persons designated as “Credit Parties” on the
signature pages hereof, the Persons set forth on the signature pages hereto who are designated as
“Lenders”, MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., a
Delaware corporation (in its individual capacity “ML Capital”), as Administrative Agent,
Lead Arranger and Sole Bookrunner and GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent.




WITNESSETH:




          WHEREAS, Borrowers, Credit Parties, Agent and Lenders are parties to that certain Credit
Agreement dated as of March 22, 2005 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”; capitalized terms not otherwise defined herein having the definitions
provided therefor in the Credit Agreement);




          WHEREAS, an Event of Default exists under the Credit Agreement (as set forth below) and
Borrowers have requested that the Requisite Lenders waive such Event of Default;




          WHEREAS, Borrowers have further requested that Agent and Lenders amend the Credit Agreement in
certain respects;




          NOW, THEREFORE, the parties hereto agree as follows:




          1. Waiver.




          (a) Subject to the satisfaction of the conditions set forth in Section 3 below and in reliance
on the representations and warranties set forth in Section 4 below, the undersigned Lenders hereby
waive an Event of Default existing pursuant to Section 6.1(c) of the Credit Agreement due to
Borrowers’ breach of Section 4.4 of the Credit Agreement with respect to the period ended September
30, 2006 (the “Existing Default”). Except for the waiver set forth in this Section 1 and the
amendments set forth in Section 2 below, nothing contained herein shall be deemed to constitute a
waiver of any Default or Event of Default that may heretofore or hereafter occur or have occurred
and be continuing or to modify any provision of the Credit Agreement.




 









 








          (b) Except as expressly provided herein, the execution and delivery of this Agreement shall
not: (i) constitute an extension, modification, or waiver of any aspect of the Credit Agreement or
the other Loan Documents; (ii) extend the terms of the Credit Agreement or the due date of any of
the Obligations; (iii) give rise to any obligation on the part of Agent or any Lender to extend,
modify or waive any term or condition of the Credit Agreement or the other Loan Documents; or (iv)
give rise to any defenses or counterclaims to Agent’s or any Lenders’ right to compel payment of
the Obligations or to otherwise enforce its rights and remedies under the Credit Agreement and the
other Loan Documents.




          2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions
set forth in Section 3 below and in reliance on the representations and warranties set forth in
Section 4 below, the Credit Agreement is hereby amended as follows:




          (a) The following defined terms are hereby added to Annex A of the Credit Agreement in proper
alphabetic order.




          (i) “Adjustment Date” means the first Business Day of each February, May, August and November
of each year, commencing with the first Business Day of November, 2006.




          (ii) “Pricing Table” means the following table:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Revolving Loans, Term	 	 
	 	 	 	 	Loan and all other	 	 
	 	 	 	 	Obligations (other than	 	 
	Tier	 	 	 	Swingline Loans)	 	Swing Line Loans
	Level	 	Leverage Ratio	 	Index Rate	 	LIBOR	 	Index Rate
	3

	 	Greater than or
equal to 5.75 to
1.0
	 	 	1.50	%	 	 	3.50	%	 	 	1.50	%
	2

	 	Greater than or
equal to 5.25 to
1.0, but less than
5.75 to 1.0
	 	 	1.00	%	 	 	3.00	%	 	 	1.00	%
	1

	 	Less than 5.25 to
1.0
	 	 	.75	%	 	 	2.75	%	 	 	.75	%






          For purposes of the Pricing Table, if Borrower Representative shall at any time fail to timely
deliver a Compliance Certificate, then effective as of the tenth (10th) Business Day following the
date on which such Compliance Certificate was due, each Applicable Margin shall be conclusively
presumed to equal the highest Applicable Margin specified in the Pricing Table until the date of
delivery of such Compliance Certificate.




          (b) Section 1.2(a) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




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          “(a) Borrowers shall pay interest to Agent, for the ratable benefit of Lenders, in accordance
with the various Loans being made by each Lender, in arrears on each applicable Interest Payment
Date, at the following rates: (i) with respect to the Revolving Credit Advances which are
designated as Index Rate Loans (and for all other Obligations not otherwise set forth below), the
Index Rate plus the Applicable Revolver Index Margin per annum or, with respect to Revolving Credit
Advances which are designated as LIBOR Loans, at the election of Borrower Representative, the
applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii) with respect to
such portion of the Term Loan designated as an Index Rate Loan, the Index Rate plus the Applicable
Term Loan Index Margin per annum or, with respect to such portion of the Term Loan designated as a
LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan LIBOR Margin per annum; and
(iii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin
per annum. The Applicable Margins are as follows:




          “Applicable Revolver Index Margin” means .75% per annum until the first Adjustment Date, and
thereafter, as of each Adjustment Date, the applicable percent per annum set forth in the Pricing
Table, under the “Index Rate” heading, corresponding to the Leverage Ratio as of the last day of
the most recently completed calendar quarter prior to the applicable Adjustment Date; provided that
if an Event of Default has occurred and is continuing on such Adjustment Date; no reduction of this
margin shall occur on such Adjustment Date.




          “Applicable Revolver LIBOR Margin” means 2.75% per annum until the first Adjustment Date, and
thereafter, as of each Adjustment Date, the applicable percent per annum set forth in the Pricing
Table, under the “LIBOR” heading, corresponding to the Leverage Ratio as of the last day of the
most recently completed calendar quarter prior to the applicable Adjustment Date; provided that if
an Event of Default has occurred and is continuing on such Adjustment Date; no reduction of this
margin shall occur on such Adjustment Date.




          “Applicable Term Loan Index Margin” means .75% per annum until the first Adjustment Date, and
thereafter, as of each Adjustment Date, the applicable percent per annum set forth in the Pricing
Table, under the “Index Rate” heading, corresponding to the Leverage Ratio as of the last day of
the most recently completed calendar quarter prior to the applicable Adjustment Date; provided that
if an Event of Default has occurred and is continuing on such Adjustment Date; no reduction of this
margin shall occur on such Adjustment Date.




          “Applicable Term Loan LIBOR Margin” means 2.75% per annum until the first Adjustment Date, and
thereafter, as of each Adjustment Date, the applicable percent per annum set forth in the Pricing
Table, under the “LIBOR” heading, corresponding to the Leverage Ratio as of the last day of the
most recently completed calendar quarter prior to the applicable Adjustment Date; provided that if
an Event of Default has occurred and is continuing on such Adjustment Date; no reduction of this
margin shall occur on such Adjustment Date.




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          “Applicable L/C Margin” means the Applicable Revolver LIBOR Margin then in effect.”




          (c) Section 3.5(c) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




          “(c) Borrowers may pay the base management fee under Section 6.1 of the Management Agreement,
the incentive compensation under Section 6.3 of the Management Agreement and reasonable
out-of-pocket expenses pursuant to the Management Agreement; provided that (i) the
Borrowers may amend, restate or replace the Management Agreement but only if the amounts permitted
to be paid pursuant to the Management Agreement shall not be increased or accelerated as a result
of any such amendment, restatement or replacement; (ii) upon the election of the Agent, Borrowers
may not make any payment of fees, incentive compensation or other similar amounts (excluding
out-of-pocket expenses) otherwise permitted under this Section 3.5(c) during the existence
and continuance of any Event of Default; (iii) notwithstanding anything to the contrary herein, in
respect of the calendar year 2006 the total management fee and incentive compensation payable shall
be consistent with the terms of the Management Agreement as of the date hereof but shall not exceed
an aggregate amount of $1,100,000; and (iv) notwithstanding anything to the contrary herein,
commencing on October 1, 2006 and thereafter, (x) if the amount of the base salary of the
Borrowers’ Chief Executive Officer and President exceeds $450,000 in any calendar year, as adjusted
annually to reflect any increase in the Consumer Price Index (which CPI adjustment shall be
calculated on the same basis as the CPI adjustment described in Section 6.1 of the Management
Agreement with respect to Manager (as defined in the Management Agreement) then the Base
Compensation (as defined in Section 6.1 of the Management Agreement) to be paid to Manager shall be
reduced dollar-for dollar by the amount of such excess and (y) no incentive compensation shall be
payable in cash until such time as the Leverage Ratio is certified pursuant to the terms hereof to
be below 5.25 to 1.0.”




          (d) Section 4.2 of the Credit Agreement is hereby amended and restated in its entirety as
follows:




          “4.2 Minimum EBITDA




          Holdings, Borrowers and their Subsidiaries on a consolidated basis shall have, for each period
set forth below, EBITDA of not less than the following:




	 	 	 	 	 
	Fiscal Quarter	 	EBITDA	 
	 
	 	 	 	 
	3 months ended June 30, 2005
	 	$	9,000,000	 
	6 months ended September 30, 2005
	 	$	19,000,000	 
	9 months ended December 31, 2005
	 	$	28,200,000	 
	12 months ended March 31, 2006
	 	$	37,700,000	 
	12 months ended October 31, 2006
	 	$	33,500,000	 
	12 months ended November 30, 2006
	 	$	31,500,000”	 






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          (e) The following is hereby added to the Credit Agreement as Section 4.4A thereof:




          “4.4A Borrowing Availability.




          Holdings, Borrower and their Subsidiaries shall, at all times between October 30, 2006 and
March 31, 2007, maintain Borrowing Availability of not less than $3,000,000.”




          (f) Part 4.2 of Exhibit 4.5(o) to the Credit Agreement is hereby amended and restated as set
forth on Exhibit A hereto.




          3. Conditions. The effectiveness of this Agreement is subject to the following
conditions precedent, each to be in form and substance reasonably satisfactory to Agent:




          (a) Agent shall have received a copy of this Agreement executed by Borrowers, other Credit
Parties, Agent and Requisite Lenders, together with such other documents, agreements and
instruments as Agent may require or reasonably request;




          (b) Agent shall have received an executed copy of that certain Waiver and Amendment to Second
Lien Credit Agreement attached as Exhibit B hereto, which Waiver and Amendment to Second Lien
Credit Agreement shall contain a consent by the holders of Second Lien Debt to the execution and
delivery of this Agreement;




          (c) Except for the Existing Default, no Default or Event of Default under the Credit
Agreement, as amended hereby, shall have occurred and be continuing;




          (d) All actions and proceedings taken in connection with the transactions contemplated by this
Agreement and all documents, instruments and other legal matters incident thereto shall be
satisfactory to Agent and its legal counsel; and




          (e) The warranties and representations of Borrowers contained in this Agreement, the Credit
Agreement, as amended or otherwise modified hereby, and the Loan Documents (after giving effect to
this Agreement), shall be true and correct in all material respects as of the date hereof, with the
same effect as though made on such date, except to the extent that such warranties and
representations expressly relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects as of such earlier date.




          4. Representations and Warranties. To induce Agent and Lenders to enter into this
Agreement, Borrowers represent and warrant to Agent and Lenders that:




          (a) the execution, delivery and performance of this Agreement has been duly authorized by all
requisite corporate action on the part of each Borrower, this Agreement has been duly executed and
delivered by each Borrower and this Agreement constitutes a valid and binding agreement of each
Borrower, enforceable against each Borrower in accordance with its terms, except as the
enforceability thereof may be limited by


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bankruptcy, insolvency or other similar laws relating to
the enforcement of creditors’ rights generally and by general equitable principles;




          (b) that, except for the Existing Default, no Default or Event of Default has occurred and is
continuing as of the date hereof; and




          (c) immediately after giving effect to this Agreement and the consummation of the transactions
contemplated hereby, each of the representations and warranties set forth in the Credit Agreement
and each of the other Loan Documents are true and correct in all material respects as of the date
hereof, with the same effect as though made on such date, except to the extent that such warranties
and representations expressly relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects as of such earlier date.




          5. Retention of Consultant. To induce Agent and Lenders to enter into this Agreement,
Borrowers and the other Credit Parties agree that:




          (a) Agent, on behalf of Lenders, is entitled to retain Giuliani Capital Advisors or another
third party financial advisor mutually agreed to by Agent and Borrowers (the “Financial Advisor”)
to perform the tasks set forth on Exhibit C hereto and such other services as are reasonably
related thereto. The fees and expenses of the Financial Advisor will constitute Obligations under
the Credit Agreement. Prior to retaining a Financial Advisor, Agent will disclose the identity
thereof to Borrowers.




          (b) Borrowers and the other Credit Parties will provide the Financial Advisor engaged by Agent
access at all times to all documentation, places of business, officers, consultants and employees
of Borrowers and the other Credit Parties. Borrowers and the other Credit Parties will promptly
provide to the Financial Advisor such financial information concerning Borrowers’ and the other
Credit Parties’ financial condition, businesses, assets, liabilities and prospects as the Financial
Advisor may reasonably request from time to time.




          (c) Borrowers and the other Credit Parties acknowledge that the Financial Advisor will not
have any managerial authority or control over Borrowers’ or the other Credit Parties’ businesses or
any of the Borrowers’ or the other Credit Parties’ assets, employees, agents or other consultants.




          6. Other Agreements.




          (a) Accrued Interest. All interest which has accrued prior to the date hereof under
the Credit Agreement shall not be affected by the changes to the rate at which interest accrues as
set forth in this Agreement. Such interest shall remain due and owing, and shall be paid as
provided in the Credit Agreement without giving effect to this Agreement. All changes to interest
rates contemplated hereby shall be effective on a going forward basis. For the period commencing
on the date hereof and ending on the next Adjustment Date, interest will accrue at the rates set
forth on Level 1 of the Pricing Table.




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          (b) Compliance Certificate. Notwithstanding the drafting note set forth in paragraph
(d) of the form Compliance and Excess Cash Flow Certificate, Borrowers shall complete the portion
of Schedule 1 to the form Compliance and Excess Cash Flow
Certificate pertaining to financial covenants when it submits such Certificate concurrently
with the delivery of financial statements for the months of October and November of 2006.




          (c) Replacement of Second Lien Debt. Notwithstanding the provisions of Section 3.18 of
the Credit Agreement and notwithstanding the provisions of Section 2 of that certain Intercreditor
Agreement dated as of March 22, 2005 by and among Agent, the agent for the holders of the Second
Lien Debt, the Borrowers and certain other persons designated as Obligors (the “Intercreditor
Agreement”), Borrowers may prepay the existing Second Lien Debt, provided that (i) the sole source
of funds used to prepay the existing Second Lien Debt are proceeds provided from replacement Second
Lien Debt (the “Replacement Second Lien Debt”), (ii) the Second Lien Debt Documents for the
Replacement Second Lien Debt are reasonably satisfactory to the Requisite Lenders, (iii) the
identity of each provider of Replacement Second Lien Debt is reasonably satisfactory to Requisite
Lenders, and (iv) the Replacement Second Lien Debt becomes subject to the Intercreditor Agreement
to the same extent as the existing Second Lien Debt, pursuant to agreements, instruments and
documents as Agent may reasonably require. Requisite Lenders hereby consent to Borrower’s use of
Revolving Loans (provided that all conditions to making Revolving Loans contained in the Loan
Documents have been satisfied) to pay transaction costs and customary fees owed by any Borrower in
connection with the incurrence of the Replacement Second Lien Debt.




          7. Consent to Second Lien Waiver and Amendment. Subject to the satisfaction of the
conditions set forth in Section 3 hereof and in reliance on the representations and warranties set
forth in Section 4 hereof, Agent and the undersigned Lenders hereby consent to the execution of the
Waiver and Amendment to Second Lien Credit Agreement attached as Exhibit B hereto.




          8. Miscellaneous.




          (a) Default. Borrowers hereby acknowledge and agree that the breach by any Borrower
of any of the representations, warranties, covenants or agreements made by any Borrower under this
Agreement shall constitute an Event of Default.




          (b) Expenses. Each Borrower agrees to reimburse Agent for all costs and expenses
(including reasonable legal fees and expenses) incurred in connection with this Agreement and the
transactions contemplated hereby.




          (c) Captions. Section captions used in this Agreement are for convenience only, and
shall not affect the construction of this Agreement.




          (d) Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES.




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          (e) CONSENT TO JURISDICTION. BORROWERS AND CREDIT PARTIES HEREBY CONSENT TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW
YORK AND IRREVOCABLY AGREE THAT, SUBJECT TO AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. BORROWERS AND
CREDIT PARTIES EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE
ANY DEFENSE OF FORUM NON CONVENIENS. BORROWERS AND CREDIT PARTIES HEREBY WAIVE PERSONAL SERVICE OF
ANY AND ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWERS AND
CREDIT PARTIES BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER
REPRESENTATIVE, AT THE ADDRESS SET FORTH IN THE CREDIT AGREEMENT AND SERVICE SO MADE SHALL BE
COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED. IN ANY LITIGATION, TRIAL, ARBITRATION OR
OTHER DISPUTE RESOLUTION PROCEEDING RELATING TO THIS AGREEMENT, ALL DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS OF BORROWERS, CREDIT PARTIES OR ANY OF THEIR AFFILIATES SHALL BE DEEMED TO BE EMPLOYEES
OR MANAGING AGENTS OF BORROWERS OR SUCH CREDIT PARTIES FOR PURPOSES OF ALL APPLICABLE LAW OR COURT
RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT
TRIAL OR OTHERWISE). BORROWERS AND CREDIT PARTIES AGREE THAT AGENT’S OR ANY LENDER’S COUNSEL IN
ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF THESE INDIVIDUALS AS IF UNDER
CROSS-EXAMINATION AND THAT ANY DISCOVERY DEPOSITION OF ANY OF THEM MAY BE USED IN THAT PROCEEDING
AS IF IT WERE AN EVIDENCE DEPOSITION. BORROWERS AND CREDIT PARTIES IN ANY EVENT WILL USE ALL
COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION PROCEEDING, AT THE TIME
AND IN THE MANNER REQUESTED BY AGENT OR ANY LENDER, ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE,
ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER THEIR CONTROL AND RELATING TO THE DISPUTE.




          (f) Counterparts. This Agreement may be executed in any number of counterparts and by
the different parties on separate counterparts, and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same Agreement.




          (g) Successors and Assigns. This Agreement shall be binding upon and shall inure to
the sole benefit of Borrowers, Credit Parties, Agent and Lenders and their respective successors
and assigns.




          (h) References. Any reference to the Credit Agreement contained in any notice,
request, certificate, or other document executed concurrently with or after the execution and
delivery of this Agreement shall be deemed to include this Agreement unless the context shall
otherwise require.




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          (i) No Set-Off. Without limiting the Credit Agreement and the other Loan Documents,
each Borrower and each other Credit Party hereby confirms and agrees that, to
its knowledge, it has no set-offs, counterclaims or defenses to the enforcement of the Credit
Agreement and of the other Loan Documents, and hereby acknowledges that Agent and each Lender are
relying on this statement in entering into this Agreement.




          (j) Continued Effectiveness. Notwithstanding anything contained herein, the terms of
this Agreement are not intended to and do not serve to effect a novation as to the Credit
Agreement. The parties hereto expressly do not intend to extinguish the Credit Agreement.
Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created
under the Credit Agreement which is evidenced by the Notes and secured by the Collateral. The
Credit Agreement as amended hereby and each of the Loan Documents remain in full force and effect.




          (k) Construction. Each Borrower and each other Credit Party acknowledges that it has
been represented by its own legal counsel in connection with the Loan Documents and this Agreement,
that it has exercised independent judgment with respect to the Loan Documents and this Agreement,
and that it has not relied on the Agent’s or on Lenders’ counsel for any advice with respect to the
Loan Documents or this Agreement.




          (l) Loan Document. This Agreement shall constitute a Loan Document.




[SIGNATURE PAGES FOLLOW]





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     Delivered at Chicago, Illinois, as of the day and year first above written.





	 	 	 	 	 
	 	
ATLANTIS PLASTIC FILMS, INC.

ATLANTIS MOLDED PLASTICS, INC.

ATLANTIS FILMS, INC.

RIGAL PLASTICS, INC.

ATLANTIS PLASTICS INJECTION

    MOLDING, INC.

PIERCE PLASTICS, INC.

EXTRUSION MASTERS, INC.,

each as a Borrower

	 	 	 
	 	Each by: 	/s/ Paul G. Saari
 	 
	 	 	Name:  	Paul G. Saari 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 





	 	 	 	 	 
	 	
ATLANTIS PLASTICS, INC.,

as a Credit Party

	 	 	 
	 	By:  	/s/ Paul G. Saari
 	 
	 	 	Name:  	Paul G. Saari 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 




	 	 	 	 	 
	 	MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,

acting through its division Merrill Lynch Capital,

as Administrative Agent and a Lender
 	 
	 	By:  	/s/ Troy A. Oder
 	 
	 	 	Name:  	Troy A. Oder 	 
	 	 	Title:  	Vice President 	 
	 




	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL
CORPORATION
 	 
	 	By:  	/s/ James N. Urbates
 	 
	 	 	Name:  	James N. Urbates 	 
	 	 	Title:  	Duly Authorized Signatory 	 



 









 






	 	 	 	 	 




	 	 	 	 	 
	 	CENTURION
CDO 8, LIMITED

By: American Express Asset Management
Group, Inc.

Its: Collateral Manager

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





	 	 	 	 	 
	 	CENTURION CDO 9, LIMITED
 	 
	 	By: American Express Asset Management
Group, Inc.

Its: Collateral Manager

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





	 	 	 	 	 
	 	CENTURION CDO 10, LIMITED
 	 
	 	By: American Express Asset Management
Group, Inc.

Its: Collateral Manager

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	AVENUE CLO FUND, LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FRANKLIN FLOATING RATE MASTER
 SERIES

 	 
	 	By:  	/s/ Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	FRANKLIN FLOATING RATE DAILY ACCESS

 	 
	 	By:  	/s/ Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	FRANKLIN CLO I, LIMITED

 	 
	 	By:  	/s/ David Ardini
 	 
	 	 	Name:  	David Ardini 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	FRANKLIN CLO II, LIMITED

 	 
	 	By:  	/s/ David Ardini
 	 
	 	 	Name:  	David Ardini 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	FRANKLIN CLO IV, LIMITED

 	 
	 	By:  	/s/ David Ardini
 	 
	 	 	Name:  	David Ardini 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BLACKROCK GLOBAL FLOATING RATE

INCOME TRUST

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BLACKROCK LIMITED DURATION INCOME

TRUST

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BLACKROCK SENIOR INCOME SERIES

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BLACKROCK SENIOR INCOME SERIES II

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MAGNETITE IV CLO, LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MAGNETITE V CLO, LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ACCESS INSTITUTIONAL LOAN FUND


By: Deerfield Capital Management LLC

Its: Portfolio Manager

 	 
	 	By:  	/s/ Lynne Sanders
 	 
	 	 	Name:  	Lynne Sanders 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	MUIRFIELD TRADING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	 	CUMBERLAND II CLO LTD.


By: Deerfield Capital Management LLC

Its: Collateral Manager

 	 
	 	By:  	/s/ Lynne Sanders
 	 
	 	 	Name:  	Lynne Sanders 	 
	 	 	Title:  	Vice President 	 
	 




	 	 	 	 	 
	 	MARKET SQUARE CLO, LTD.


By: Deerfield Capital Management LLC

Its: Collateral Manager

 	 
	 	By:  	/s/ Lynne Sanders
 	 
	 	 	Name:  	Lynne Sanders 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 
	 	HANOVER SQUARE CLO LTD.


By: Blackstone Debt Advisors L.P.

Its: Collateral Manager

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	 	UNION SQUARE CDO LTD.



By: Blackstone Debt Advisors L.P.

Its: Collateral Manager

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MONUMENT PARK CDO LTD.



By: Blackstone Debt Advisors L.P.

Its: Collateral Manager


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	 	LOAN FUNDING VI, LLC,

for itself or as agent for Corporate Loan Funding VI LLC
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 
	 	GSC PARTNERS GEMINI FUND LIMITED

By: GSCP (NJ), L.P.

Its: Collateral Manager



By: GSCP (NJ), INC.

Its: General Partner


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	 	GSC PARTNERS CDO FUND V, LIMITED


By: GSCP (NJ), L.P.

Its: Collateral Manager


By: GSCP (NJ), INC.

Its: General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	 	GSC PARTNERS CDO FUND VI, LIMITED


By: GSCP (NJ), L.P.

Its: Collateral Manager

 	 
	 	By:  	 	 
	 	 	Name:  	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ING CAPITAL LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 
	 	MERRILL LYNCH CREDIT PRODUCTS, LLC

 	 
	 	By:  	/s/ Pierre Batrouni
 	 
	 	 	Name:  	Pierre Batrouni 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	GREYROCK CDO LTD.

By Aladdin Capital Management LLC as Manager

 	 
	 	By:  	/s/ Todd Murray
 	 
	 	 	Name:  	Todd Murray 	 
	 	 	Title:  	Authorized Signatory 	 
	 




	 	 	 	 	 
	 	CENTURION CDO II, LTD.


By: RiverSource Investments, LLC

Its: Collateral Manager

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BOLDWATER CBNA LOAN FUNDING, LLC

Boldwater CBNA Loan Funding LLC, for itself or as

Boldwater CFPI Loan Funding LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 
	 	GE COMMERCIAL LOAN HOLDING LLC



By: General Electric Capital Corporation

Its: Administrator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	 	GE CFS LOAN HOLDING 2006-3 LLC


By: General Electric Capital Corporation

Its: Administrator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





EXHIBIT A




EBITDA




Attached




 









 





MINIMUM EBITDA

(Section 4.2)




	 	 	 	 	 
	Consolidated Net Income is defined as follows:	 		 
	 
	 	 	 		 
	Consolidated net income during the measuring period excluding:	 	$	                         
	 

	 	 	 		 
	 
	 	 	 		 
	 

	 	the income (or deficit) of any Person accrued prior
to the date it became a Subsidiary of, or was merged
or consolidated into, Holdings or any of Holdings’
Subsidiaries
	 		 

	 
	 	 	 		 
	 

	 	the income (or deficit) of any Person (other than a
Subsidiary) in which Holdings has an ownership
interest, except to the extent any such income has
actually been received by Borrowers or any of their
Subsidiaries in the form of cash dividends or
distributions
	 		 

	 
	 	 	 		 
	 

	 	the undistributed earnings of any Subsidiary of
Holdings to the extent that the declaration or
payment of dividends or similar distributions by such
Subsidiary is not at the time permitted by the terms
of any contractual obligation or requirement of law
applicable to such Subsidiary
	 		 

	 
	 	 	 		 
	 

	 	any restoration to income of any contingency reserve,
except to the extent that provision for such reserve
was made out of income accrued during such period
	 		 

	 
	 	 	 		 
	 

	 	any net gain attributable to the write-up of any asset
	 		 

	 
	 	 	 		 
	 

	 	any net gain from the collection of the proceeds of
life insurance policies
	 		 

	 
	 	 	 		 
	 

	 	any net gain arising from the acquisition of any
securities, or the extinguishment of any
Indebtedness, of Holdings or any of their
Subsidiaries
	 		 

	 
	 	 	 		 
	 

	 	in the case of a successor to Holdings or any of
their Subsidiaries by consolidation or merger or as a
transferee of its assets, any earnings of such
successor prior to such consolidation, merger or
transfer of assets
	 		 

	 
	 	 	 		 
	 

	 	any deferred credit representing the excess of equity
in any Subsidiary of Holdings at the date of
acquisition of such Subsidiary over the cost to
Holdings of the investment in such Subsidiary
	 		 







 









 






	 	 	 	 	 
	Consolidated Net Income	 	$	                         
	 

	 	 	 		 
	 
	 	 	 		 
	EBITDA is defined as follows:	 		 
	 
	 	 	 		 
	Consolidated Net Income (from above)	 	$	                         
	 

	 	 	 		 
	 
	 	 	 		 
	Less:

	 	(in each case to the extent included in the calculation
of Consolidated Net Income, but without duplication):	 		 
	 
	 	 	 		 
	 

	 	income tax credits
	 		 

	 
	 	 	 		 
	 

	 	interest income
	 		 

	 
	 	 	 		 
	 

	 	gain from extraordinary items (net of loss from
extraordinary items)
	 		 

	 
	 	 	 		 
	 

	 	any aggregate net gain (but not any aggregate net
loss) arising from the sale, exchange or other
disposition of capital assets (including any fixed
assets, whether tangible or intangible, all inventory
sold in conjunction with the disposition of fixed
assets and all securities)
	 		 

	 
	 	 	 		 
	 

	 	any other non-cash gains
	 		 

	 
	 	 	 		 
	 

	 	expenditures pursuant to the last sentence of Section
4.6 of the Credit Agreement applicable to, but not
included on, the Pro Forma, including expenditures
made in connection with Related Transactions and
payment of liabilities on the Closing Date
	 		 

	 
	 	 	 		 
	Plus:

	 	(in each case to the extent deducted in the calculation
of Consolidated Net Income, but without duplication):	 		 
	 
	 	 	 		 
	 

	 	any provision for income taxes (calculated as
provided in Section 4.3 of this Exhibit)
	 		 

	 
	 	 	 		 
	 

	 	Interest expense (whether cash or non-cash) deducted
in the determination of Consolidated Net Income,
including interest expense with respect to any Funded
Debt and interest expense that has been capitalized
	 		 

	 
	 	 	 		 
	 

	 	depreciation and amortization
	 		 

	 
	 	 	 		 
	 

	 	amortized debt discount (but in the case of
amortization and expenses of Related Transactions,
only to the extent included in the Pro Forma)
	 		 







-2-









 






	 	 	 	 	 
	 
	 	 	 	                           
	 

	 	any deduction as the result of any grant to any
members of the management of Holdings or any of their
Subsidiaries of any Stock
	 	 

	 
	 	 	 	 
	 

	 	any deduction for fees paid under the Management

Agreement
	 	 

	 
	 	 	 	 
	 

	 	any deduction attributable to the issuance to
employees of awards to acquire stock of Holdings and
any deduction attributable to the Permitted
Dividend/Option Cancellation
	 	 

	 
	 	 	 	 
	 

	 	expenses of the Related Transactions acceptable to
Agent, provided that such expenses were included in
the Pro Forma, or disclosed in any notes thereto, and
are deducted from Net Income (other than as
amortization expenses)
	 	 

	 
	 	 	 	 
	 

	 	up to $531,500 of expenses attributable to the failed
senior note offering conducted during the first
quarter of 2005, provided that such expenses were
included in the Pro Forma, or disclosed in any notes
thereto
	 	 

	 
	 	 	 	 
	 

	 	any deductions attributable to (a) the fees and
expenses of the Financial Advisor retained pursuant
to Section 5 of the Waiver and Amendment to Credit
Agreement dated on or about October 1, 2006 (the
“Waiver”), and (b) the fees and expenses incurred in
connection with the transactions contemplated by the
Waiver, including those paid pursuant to Section 7 of
the Waiver
	 	 

	 
	 	 	 	 
	 

	 	any deductions incurred prior to December 31, 2006
(but in an aggregate amount not to exceed $1,100,000)
for the severance costs of Anthony Bova (not to
exceed $605,000), John Geary (not to exceed $300,000)
and additional employees
	 	 

	 
	 	 	 	 
	 

	 	any deductions for plant closing, lease exit and/or
restructuring costs, including impairment of
goodwill, in each case attributable to the closing of
the Warren, Ohio facility, of an aggregate amount not
to exceed $3,000,000 (consisting of up to $1,000,000
of cash charges and up to $2,000,000 of non-cash
restructuring charges)
	 	 







-3-









 






	 	 	 	 	 
	EBITDA	 	$	                         
	 

	 	 	 		 
	 
	 	 	 		 
	Required EBITDA	 	$	                         
	 

	 	 	 		 
	 
	 	 	 		 
	In Compliance	 		Yes/No







-4-









 





EXHIBIT B




Waiver and Amendment to Second Lien Credit Agreement




Attached
















 





EXHIBIT C




Scope of Financial Advisor Services





	1.	 	Examine the underlying assumptions to the Borrowers’ 2006 and 2007 revised forecasts, with a
particular emphasis on analyzing 2005-2006 and 2006-2007 EBITDA bridges, including:






	 	•	 	Validation of significant components of EBITDA bridges
	 
	 	•	 	Analysis of performance by business unit
	 
	 	•	 	Analysis of projected capital expenditures segregated between maintenance and growth
	 
	 	•	 	Identification and evaluation of the key risks and opportunities for the Borrowers’ 2006
and 2007 revised forecasts
	 
	 	•	 	Assessment of management’s operational ability to execute the 2006 and 2007 revised
forecast






	2.	 	Perform an analysis of the Borrowers’ performance relative to industry peers, with a
particular focus on the Stretch Films business unit