AND PERMIT THE BORROWER TO PAY THE FULL $8,500,000 CASH CONSIDERATION (AND ANY
CONTINGENT PURCHASE PRICE) TO CONSUMMATE THE SAF-T-PAK ACQUISITION.
SECTION 1.2.
THE CONSENT SET FORTH IN SECTION 1.1
OF THIS SECOND AMENDMENT IS SUBJECT TO THE SATISFACTION OF EACH OF THE
CONDITIONS PRECEDENT SET FORTH IN SECTION 5 OF THIS SECOND AMENDMENT AND SHALL
BE LIMITED PRECISELY AS WRITTEN AND SHALL NOT BE DEEMED TO (A) BE A WAIVER,
AMENDMENT OR MODIFICATION OF ANY TERM OR CONDITION OF THE CREDIT AGREEMENT OR
ANY OTHER LOAN DOCUMENT, EXCEPT AS SET FORTH IN THIS ARTICLE 1 (SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH HEREIN), OR (B) PREJUDICE ANY RIGHT, POWER OR
REMEDY WHICH THE ADMINISTRATIVE AGENT OR ANY LENDER PARTY NOW HAS OR MAY HAVE IN
THE FUTURE UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT.
ARTICLE 2.
AMENDMENTS TO CREDIT AGREEMENT.
This Second Amendment shall be deemed to be an amendment to the Credit
Agreement, and shall not be construed in any way as a replacement therefor.
All
of the terms and provisions of this Second Amendment, including, without
limitation, the representations and warranties set forth herein, are hereby
incorporated by reference into the Credit Agreement as if such terms and
provisions were set forth in full therein.
Capitalized terms used herein and
not otherwise defined shall have the meaning ascribed to them in the Credit
Agreement.
The Credit Agreement is hereby amended in the following respects:
SECTION 2.1.
SECTION 1.1, CERTAIN DEFINED TERMS,
OF THE CREDIT AGREEMENT IS AMENDED BY INSERTING THE FOLLOWING DEFINITIONS IN
PROPER ALPHABETICAL ORDER:
"Saf-T-Pak Acquisition" has the meaning specified in recital (B) of the
Preliminary Statements of this Second Amendment.
"Second Amendment" means the Second Amendment dated as of June 1, 2004 by and
among Borrower, the Lenders and Fleet.
"Second Amendment Closing Date" shall mean the date on which all of the
conditions in Article 5 of the Second Amendment have been meet.
SECTION 2.2.
SECTION 2.14, USE OF PROCEEDS, OF
THE CREDIT AGREEMENT IS AMENDED TO (I) DELETE THE WORD "AND" AFTER THE WORDS
"EXISTING INDEBTEDNESS" IN CLAUSE (B), (II) RENAME EXISTING CLAUSE (D) AS (E),
(III) INSERT THE WORD "AND" IN PLACE OF THE "," AFTER THE WORDS "BEAL
ACQUISITION" IN CLAUSE (C) AND (IV) INSERT NEW CLAUSE (D) WHICH SHALL READ AS
FOLLOWS:
2
" (d)
to finance, in part, the Saf-T-Pak Acquisition, to
pay fees and expenses incurred in connection with the Saf-T-Pak Acquisition,"
SECTION 2.3.
SECTION 6.16, SPECULATIVE
TRANSACTIONS, OF THE CREDIT AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
(A)
SUBSECTION 6.16 "(B)" IS AMENDED BY
DELETING THE NUMBER "$20,000,000" AND REPLACING IT WITH THE NUMBER
"$35,000,000"; AND
(B)
SUBSECTION 6.16 "(B)" IS FURTHER AMENDED BY
DELETING THE WORD "TWELVE (12)"
AND REPLACING IT WITH THE WORD "TWENTY-FOUR
(24)".
ARTICLE 3.
CONFIRMATIONS AND REFERENCES.
SECTION 3.1.
CONTINUING EFFECT.
THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS DELIVERED IN CONNECTION THEREWITH ARE,
AND SHALL CONTINUE TO BE, IN FULL FORCE AND EFFECT,