-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MzkoLn9werdlAb7uzNAgptjJVkO70be5SaXoMc4EMu15KImTIo8er5kGcZ6bGBcI 1IwowxOGJxTx8PiDhPTx/g== 0000950131-99-004926.txt : 19990816 0000950131-99-004926.hdr.sgml : 19990816 ACCESSION NUMBER: 0000950131-99-004926 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APTARGROUP INC CENTRAL INDEX KEY: 0000896622 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 363853103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-11846 FILM NUMBER: 99689442 BUSINESS ADDRESS: STREET 1: 475 W TERRA COTTA AVE STREET 2: STE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 BUSINESS PHONE: 8154770424 MAIL ADDRESS: STREET 1: 475 W. TERRA COTTA AVE. SUITE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 10-Q 1 FORM 10-Q ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 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 1-11846 AptarGroup, Inc. (Exact Name of Registrant as Specified in its Charter) DELAWARE 36-3853103 -------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois 60014 - ------------------------------------------------------------ ------ (Address of Principal Executive Offices) (Zip Code) 815-477-0424 ------------ (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No____ ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (August 6, 1999) Common Stock 36,437,625 ================================================================================ AptarGroup, Inc. FORM 10-Q QUARTER ENDED JUNE 30, 1999 INDEX
PART I. FINANCIAL INFORMATION Page ---- ITEM 1. Financial statements (Unaudited) Consolidated Statements of Income - Three and Six Months Ended June 30, 1999 and 1998 3 Consolidated Balance Sheets - June 30, 1999 and December 31, 1998 4 Consolidated Statements of Cash Flows - Six Months Ended June 30, 1999 and 1998 6 Notes to Consolidated Financial Statements 7 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 16 PART II. OTHER INFORMATION ITEM 2. Changes in Securities and Use of Proceeds 17 ITEM 4. Submission of Matters to a Vote of Security Holders 17 ITEM 6. Exhibits and Reports on Form 8-K 18 SIGNATURE 19
AptarGroup, Inc. Consolidated Statements of Income (Dollars in Thousands, Except Per Share Data) (Unaudited)
Three Months Six Months Ended June 30, Ended June 30, --------------------------- ----------------------- 1999 1998 1999 1998 ------------ ------------ ---------- ---------- Net Sales............................................. $ 208,860 $ 181,752 $ 407,087 $ 352,694 Operating Expenses: Cost of sales....................................... 129,890 113,778 253,975 220,487 Selling, research & development and administrative................................. 33,484 29,801 66,368 58,002 Depreciation and amortization....................... 17,143 13,353 34,165 26,921 ------------ ------------ ---------- ---------- 180,517 156,932 354,508 305,410 ------------ ------------ ---------- ---------- Operating Income...................................... 28,343 24,820 52,579 47,284 ------------ ------------ ---------- ---------- Other Income (Expense): Interest expense.................................... (3,792) (1,684) (6,412) (3,090) Interest income..................................... 411 253 621 528 Equity in results of affiliates..................... (288) 135 (548) 318 Minority interests.................................. (65) (125) (31) (209) Miscellaneous, net.................................. 359 (322) 882 324 Lawsuit settlement, net............................. 0 815 0 815 ------------ ------------ ---------- ---------- (3,375) (928) (5,488) (1,314) ------------ ------------ ---------- ---------- Income Before Income Taxes............................ 24,968 23,892 47,091 45,970 Provision for Income Taxes............................ 8,788 9,628 16,642 18,525 ------------ ------------ ---------- ---------- Net Income............................................ $ 16,180 $ 14,264 $ 30,449 $ 27,445 ============ ============ ========== ========== Net Income Per Common Share: Basic.............................................. $ .45 $ .40 $ .84 $ .76 ============ ============ ========== ========== Diluted............................................ $ .44 $ .39 $ .82 $ .75 ============ ============ ========== ========== Average Number of Shares Outstanding (in thousands): Basic.............................................. 36,344 36,024 36,267 36,008 Diluted............................................ 37,026 36,852 36,921 36,794
See accompanying notes to consolidated financial statements. 3 AptarGroup, Inc. Consolidated Balance Sheets (Dollars in Thousands)
(Unaudited) June 30, December 31, 1999 1998 ----------- -------------- Assets Current Assets: Cash and equivalents........................................ $ 32,631 $ 25,159 Accounts and notes receivable, less allowance for doubtful accounts of $6,051 in 1999 and $4,367 in 1998............ 181,399 173,289 Inventories................................................. 104,902 101,091 Prepayments and other....................................... 25,136 17,110 ----------- ------------ 344,068 316,649 ----------- ------------ Property, Plant and Equipment: Buildings and improvements.................................. 93,665 90,768 Machinery and equipment..................................... 588,101 565,460 ----------- ------------ 681,766 656,228 Less: Accumulated depreciation.............................. (342,964) (335,650) ----------- ------------ 338,802 320,578 Land........................................................ 4,235 4,601 ----------- ------------ 343,037 325,179 ----------- ------------ Other Assets: Investments in affiliates................................... 3,516 3,217 Goodwill, less accumulated amortization of $8,355 in 1999 and $6,586 in 1998.................................. 124,098 49,689 Miscellaneous............................................... 16,999 19,939 ----------- ------------ 144,613 72,845 ----------- ------------ Total Assets $ 831,718 $ 714,673 =========== ============
See accompanying notes to consolidated financial statements. 4 AptarGroup, Inc. Consolidated Balance Sheets (Dollars in Thousands)
(Unaudited) June 30, December 31, Liabilities and Stockholder's Equity 1999 1998 ----------- ------------ Current Liabilities: Notes payable................................ $ 15,560 $ 29,663 Current maturities of long-term obligations.. 8,605 7,561 Accounts payable and accrued liabilities..... 125,155 130,209 ----------- ------------ 149,320 167,433 ----------- ------------ Long-Term Obligations.......................... 226,842 80,875 ----------- ------------ Deferred Liabilities and Other: Deferred income taxes........................ 22,002 24,989 Retirement and deferred compensation plans... 13,847 14,957 Minority interests........................... 4,071 4,189 Deferred and other non-current liabilities... 4,870 6,722 ----------- ------------ 44,790 50,857 ----------- ------------ Stockholders' Equity: Common stock, $.01 par value................. 399 361 Capital in excess of par value............... 111,305 105,714 Retained earnings............................ 357,138 329,582 Accumulated other comprehensive income....... (58,076) (20,149) ----------- ------------ 410,766 415,508 ----------- ------------ Total Liabilities and Stockholders' Equity $ 831,718 $ 714,673 =========== ============
See accompanying notes to consolidated financial statements. 5 AptarGroup, Inc. Consolidated Statements of Cash Flows For the Six Months Ended June 30, 1999 and 1998 (Dollars in Thousands, brackets denote cash outflows) (Unaudited)
Six Months Ended June 30, Cash Flows From Operating Activities: 1999 1998 ---- ---- Net income............................................... $ 30,449 $ 27,445 Adjustments to reconcile net income to net cash provided by operations: Depreciation............................................. 32,291 25,684 Amortization............................................. 1,874 1,237 Provision for bad debts.................................. 492 638 Minority interests....................................... 31 209 Deferred income taxes.................................... 636 (390) Retirement and deferred compensation plans............... (672) (193) Equity in result of affiliates in excess of cash distributions received................. 548 (318) Changes in balance sheet items, excluding effects from foreign currency adjustments: Accounts receivable...................................... (512) (18,341) Inventories.............................................. (1,652) (5,314) Prepaid and other current assets......................... (3,434) (2,850) Accounts payable and accrued liabilities................. 1,763 8,385 Other changes, net....................................... 4,440 (2,751) ------------- ----------- Net cash provided by operations.......................... 66,254 33,441 ------------- ----------- Cash Flows From Investing Activities: Capital expenditures..................................... (48,689) (29,948) Disposition of property and equipment.................... 1,579 89 Acquisition of businesses................................ (123,575) (7,181) Collections (proceeds) of notes receivable, net.......... 27 (48) Investments in affiliates................................ (1,000) (800) ------------- ----------- Net cash used by investing activities.................... (171,658) (37,888) ------------- ----------- Cash Flows From Financing Activities: (Decrease) increase in notes payable..................... (12,761) 13,233 Proceeds from long-term obligations...................... 162,642 9,297 Repayments of long-term obligations...................... (33,647) (6,906) Dividends paid........................................... (2,892) (2,880) Proceeds from stock options exercised.................... 2,032 517 ------------- ----------- Net cash provided by financing activities................ 115,374 13,261 ------------- ----------- Effect of Exchange Rate Changes on Cash.................... (2,498) (200) ------------- ----------- Net Increase in Cash and Equivalents....................... 7,472 8,614 Cash and Equivalents at Beginning of Period................ 25,159 17,717 ------------- ----------- Cash and Equivalents at End of Period...................... $ 32,631 $ 26,331 ============= ===========
See accompanying notes to consolidated financial statements. 6 AptarGroup, Inc. Notes To Consolidated Financial Statements (Dollars in Thousands, Except Per Share Data) (Unaudited) Note 1 - Basis of Presentation The accompanying unaudited consolidated financial statements included the accounts of AptarGroup, Inc. and its subsidiaries. The terms "AptarGroup" or "Company" as used herein refer to AptarGroup, Inc. and its subsidiaries. In the opinion of management, the unaudited consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of consolidated financial position and results of operations for the interim periods presented. The accompanying unaudited consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. Accordingly, these unaudited financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report to Shareholders incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 1998. The results of operations of any interim period are not necessarily indicative of the results that may be expected for a fiscal year. In August 1998, the Company effected a two-for-one stock split. Previously reported information has been restated to reflect the stock split. Note 2 - Acquisitions In the second and third quarters of 1998, the Company acquired controlling interests in two companies for approximately $15 million in cash, and 50,000 shares of the Company's common stock (valued at approximately $1.5 million). The excess purchase price over the fair value of the net assets acquired (goodwill) in these acquisitions was approximately $8 million and is being amortized on a straight-line basis over 40 years. These acquisitions are in companies that manufacture and distribute products similar to the Company's products. On February 17, 1999, the Company acquired Emson Research, Inc. and related companies (Emson) for approximately $123 million in cash and 148,371 shares of the Company's common stock (valued at approximately $4 million). Approximately $23 million of debt was assumed in the transaction. This acquisition was initially funded through short-term borrowings. The Company incurred long-term obligations in the second quarter of 1999 to replace most of the short-term borrowings associated with the acquisition. Emson is a leading supplier of perfume pumps in the North American market and also maintains a significant position in the North American personal care and food pump markets. The excess purchase price over the fair value of 7 the net assets acquired (goodwill) in these acquisitions was approximately $80 million and is being amortized on a straight-line basis over 40 years. The acquisitions described above were accounted for by the purchase method of accounting for business combinations. Accordingly, the accompanying consolidated statements of income do not include any revenues or expenses related to these acquisitions prior to their respective closing dates. Following are the Company's unaudited pro forma results for the first quarter of 1998 and 1999 assuming the acquisitions occurred on January 1, 1998 (in thousands, except for per share data):
Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 1999 1998 1999 1998 - ----------------------------------------------------------------------------------------------- Net Sales $208,860 $215,818 $415,121 $421,077 Net Income $ 16,180 $ 15,150 $ 29,621 $ 28,478 Net Earnings per common share: Basic $ 0.45 $ 0.41 $ 0.81 $ 0.79 Diluted $ 0.44 $ 0.40 $ 0.80 $ 0.77 Weighted average shares outstanding: Basic 36,344 36,194 36,348 36,178 Diluted 37,026 37,022 37,002 36,964
These unaudited pro forma results have been prepared for comparative purposes only and may not be indicative of the results of operations which would have actually resulted had the combinations been in effect on January 1, 1998, or of future periods. Note 3 - Inventories At June 30, 1999 and December 31, 1998, inventories, by component, consisted of:
June 30, December 31, 1999 1998 ----------- ------------ Raw Materials $ 40,293 $ 35,493 Work in progress 27,561 29,441 Finished goods 37,048 36,157 ----------- ------------ Total $ 104,902 $ 101,091 =========== ============
Inventories are stated at cost, which is lower than market. Costs included in inventories are raw materials, direct labor and manufacturing overhead. The cost of two domestic inventories and the inventories of two foreign operations are determined by using the last-in, first-out ("LIFO") method, while the remaining inventories are valued using the first-in, first-out (FIFO) method. The LIFO reserve was not material at either June 30, 1999 or December 31, 1998. 8 Note 4 - Long-Term Debt On May 15, 1999 the Company entered into a $107 million, twelve-year private debt placement agreement. The private placement is comprised of $107 million of 6.62% senior unsecured notes. The notes will be repaid in equal annual installments of $21.4 million beginning on May 30, 2007 and ending on May 30, 2011. The Company entered into a new multi-year, multi-currency unsecured revolving credit agreement on June 30, 1999 allowing borrowings of up to $75 million. Under this credit agreement, interest on borrowings is payable at a rate equal to the London Interbank Offered Rate (LIBOR) plus an amount based on the financial condition of the Company. At June 30, 1999, the amount unused and available under this agreement was $20 million. The Company is required to pay a fee for the unused portion of the commitment. The agreement expires on June 30, 2004. The credit available under the revolving credit agreement provides management with the ability to refinance certain short-term obligations on a long-term basis. As it is management's intent to do so, an additional $20 million of short-term obligations representing the unused and available amount under the new credit agreement have been reclassified as long-term obligations as of June 30, 1999. Short-term obligations of $25 million were reclassified as long-term obligations as of December 31, 1998 under a previous revolving credit agreement. The revolving credit agreement and private placement agreements contain covenants that include certain financial tests, including minimum interest coverage, net worth and maximum borrowings. Note 5 - Comprehensive Income AptarGroup's total comprehensive income was as follows:
Three months ended June 30 Six months ended June 30 --------------------------- ------------------------- 1999 1998 1999 1998 ------------ ------------ ----------- ----------- Net income $ 16,180 $14,264 $ 30,449 $27,445 Add/(Subtract): foreign currency translation adjustment (10,881) 5,257 (37,927) (4,035) ------------ ------------ ----------- ----------- Total comprehensive income (loss) $ 5,299 $19,521 $ (7,478) $23,410 ============ ============ =========== ===========
9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net sales for the quarter and six months ended June 30, 1999 totaled $208.9 million and $407.1 million, respectively, increases of approximately 15% when compared to the corresponding periods of 1998. The stronger U.S. dollar relative to the same three-month period of 1998 negatively affected the translation of AptarGroup's foreign sales. If the dollar exchange rate had been constant, sales for the three months ended June 30, 1999 would have increased approximately 17%. The impact of changes in the U.S. dollar exchange rate on sales for the six months ended June 30, 1999 was insignificant. Acquisitions completed in the second and third quarters of 1998 and the first quarter of 1999 accounted for $32 million and $55 million of the increase for the three and six months ended June 30, 1999 respectively. Softness in demand from the fragrance/cosmetic market and the implementation of a major enterprise software system at a domestic operation adversely affected the sales compared to the same periods in the prior year. Sales were positively impacted by increased sales to the pharmaceutical, personal care and food markets when compared to the same periods in the prior year. Sales to unaffiliated customers by European operations represented approximately 54% and 56% of net sales for the quarter and six months ended June 30, 1999, respectively, compared to 54% and 55% for the same periods a year ago. Sales to unaffiliated customers by U.S. operations represented 40% and 39% of net sales for the quarter and six months ended June 30, 1999, respectively, compared to 41% and 40% for the same periods a year ago. Sales to unaffiliated customers by other foreign operations represented 6% and 5% of net sales for the quarter and six months ended June 30, 1999, respectively, compared to 5% for the same periods a year ago. Cost of sales as a percent of net sales decreased slightly to 62.2% in the second quarter of 1999 compared to 62.6% in the same period a year ago. For the first six months of 1999, cost of sales as a percent of net sales decreased slightly to 62.4% compared to 62.5% in the same period a year ago. The decrease for the quarter and six months ended June 30, 1999 is primarily attributed to the mix of products sold. Selling, research & development and general and administrative expenses (SG&A) increased 12.4% or $3.7 million to $33.5 million in the second quarter of 1999 compared to $29.8 million in the same period a year ago. The entire increase in SG&A is related to acquisitions completed in the second and third quarters of 1998 and the first quarter of 1999. As a percent of net sales, SG&A decreased to 16.0% in the second quarter of 1999 compared to 16.4% in the same period a year ago. SG&A for the six months ended June 30, 1999 increased 14.4% or $8.4 million to $66.4 million compared to $58.0 million a year ago. Approximately $5.9 million of the increase is due to the acquisitions mentioned above. The remainder of the increase is primarily due to additional information technology expenses related to the Company's year 2000 readiness program and to the implementation of new enterprise software systems at two major operations. As a percent of net sales, SG&A decreased slightly in the first six months of 1999 to 16.3% compared to 16.4% a year ago. 10 European operations represented 72% and 70% of operating income in the second quarter and year to date of 1999, respectively, as compared to 74% and 75% in the same periods a year ago. U.S. operations represented 37% and 40% of operating income in the second quarter and year to date of 1999, respectively, as compared to 37% in the corresponding periods of 1998. The difference between Europe and U.S. operations to total operating income is due to operating income from other foreign operations, corporate expenses and inter- geographic eliminations. Interest expense increased $2.1 million and $3.3 million for the second quarter and six months ended June 30, 1999, respectively, as compared to the same periods a year ago due primarily to the additional debt related to the acquisitions completed in the second and third quarters of 1998 and the first quarter of 1999. The effective tax rate for the second quarter and six months ended June 30, 1999 was 35.2% compared to 40.3% for the same period a year ago. The decrease is due to a reduction in the French and German corporate tax rates, the mix of income earned in different foreign tax jurisdictions combined with the ongoing rationalization of tax rates. The Company expects the effective tax rate for 1999 to be in the range of 35%- 36%. Net income for the second quarter increased 13% to $16.2 million compared to $14.3 million in the second quarter of 1998. Net income for the six months ended June 30, 1999 increased 11% to $30.4 million as compared to $27.4 million in the same period a year ago. Quarterly Trends AptarGroup's results of operations in the second half of the year typically have been negatively impacted by European summer holidays and customer plant shutdowns in December. In the future, AptarGroup's results of operations in a quarterly period could be impacted by factors such as changes in product mix, changes in material costs, changes in growth rates in the industries to which AptarGroup's products are sold or changes in general economic conditions in any of the countries in which AptarGroup does business, and year 2000 concerns from customers. Foreign Currency A significant portion of AptarGroup's operations are located outside the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of AptarGroup's foreign entities. In general, since the majority of the Company's operations are based in Europe - primarily France, Germany and Italy - a strengthening U.S. dollar relative to the major European currencies has a dilutive translation effect on the Company's financial condition and results of operations. Conversely, a weakening U.S. dollar would have an additive effect. Additionally, in some cases, the Company sells products denominated in a currency different from the currency in which the respective costs are incurred. Changes in exchange rates on such inter-country sales impact the Company's results of operations. 11 Liquidity and Capital Resources Historically, AptarGroup has generated positive cash flow from operations and has utilized the majority of such cash flows to invest in capital projects. Net cash provided by operations in the first six months of 1999 was $66.3 million compared to $33.4 million in the same period a year ago. The increase is primarily attributed to changes in working capital. Total net working capital at June 30, 1999 was $194.7 million compared to $149.2 million at December 31, 1998. The increase in net working capital is due primarily to the acquisition of Emson made in 1999. Management anticipates that cash outlays for capital expenditures for all of 1999 will be approximately $85 to $90 million. Net cash used by investing activities increased to $171.7 million from $37.9 million a year ago due to the Company's purchase of Emson on February 17, 1999. The Company paid $122.8 million in cash, approximately $4 million of the Company's common stock and assumed approximately $23 million of debt. This acquisition was initially funded through short-term borrowings. The Company incurred long-term obligations in the second quarter of 1999 to replace most of the short-term borrowings associated with the acquisition of Emson. Net cash provided by financing activities increased to $115.4 million in the first six months of 1999 compared to $13.3 million in 1998. The increase in net cash provided by financing activities is due to borrowing for the acquisition of Emson mentioned above. The ratio of net debt to total net capitalization was 34.7% and 18.3% at June 30, 1999 and December 31, 1998, respectively. Net debt is defined as debt less cash and cash equivalents and total net capitalization is defined as stockholder's equity plus net debt. On May 15, 1999 the Company entered into a $107 million, twelve-year private debt placement agreement. The private placement is comprised of $107 million of 6.62% senior unsecured notes. The notes will be repaid in equal annual installments of $21.4 million beginning on May 30, 2007 and ending on May 30, 2011. The Company entered into a new multi-year, multi-currency unsecured revolving credit agreement on June 30, 1999 allowing borrowings of up to $75 million. Under this credit agreement, interest on borrowings is payable at a rate equal to the London Interbank Offered Rate (LIBOR) plus an amount based on the financial condition of the Company. At June 30, 1999, the amount unused and available under this agreement was $20 million. The Company is required to pay a fee for the unused portion of the commitment. The agreement expires on June 30, 2004. The credit available under the revolving credit agreement provides management with the ability to refinance certain short-term obligations on a long-term basis. As it is management's intent to do so, an additional $20 million of short-term obligations representing the unused and available amount under the new credit agreement have been reclassified as long-term obligations as of June 30, 1999. Short-term obligations of $25 million were reclassified as long-term obligations as of December 31, 1998 under a previous revolving credit agreement. 12 The revolving credit agreement and private placement agreements contain covenants that include certain financial tests, such as minimum interest coverage, net worth and maximum borrowings. On July 22, 1999, the Board of Directors declared a quarterly dividend of $.05 per share payable on August 24, 1999 to shareholders of record as of August 3, 1999. This dividend represents a 25% increase over the prior dividend rate. Year 2000 As many computer systems and other equipment with embedded chips or processors (collectively, "Enterprise Systems") use only two digits to represent the year, they may be unable to process accurately certain data before, during or after the year 2000. This is commonly known as the Year 2000 ("Y2K") issue. The Y2K issue can arise at any point in an entity's supply, manufacturing, processing, distribution, and financial chains. The Company has implemented a Y2K readiness program with the objective of having all of the significant Enterprise Systems, including those that affect facilities and manufacturing activities, functioning properly with respect to the Y2K issue before January 1, 2000. The Company has established standardized planning, assessment and progress documentation as well as set critical deadlines that apply to all significant subsidiaries. In order to address the Y2K issue, the Company has developed and implemented a five-phase readiness program which is comprised of 1) planning, 2) assessment, 3) renovation/replacement, 4) testing/validation, and 5) contingency planning. The Company has substantially completed phases one through three of the program. Currently, the Company is in the process of completing phase four, the testing/validation phase of the program, the majority of which was completed by the end of the second quarter of 1999. Though certain systems may require additional modifications throughout 1999, the Company believes that these systems will be Y2K ready by the end of 1999. Concurrently with completing phase four, the Company is in the process of completing phase five, contingency planning. The Company is developing contingency plans intended to mitigate the possible disruption in business operations that may result from the Y2K issue, and is developing cost estimates for such plans. Once developed, contingency plans and related cost estimates will be continually refined, as additional information becomes available. Contingency plans may include increasing inventory levels, securing alternate sources of supply, adjusting facility shutdown and start-up schedules and other appropriate measures. The different phases of the program address the potential Y2K risk that could be found in the following five functional areas: 1) business applications (hardware and software), 2) production equipment, 3) facility systems, 4) communication infrastructure and 5) vendor/customer management. Although the Company has a significant number of key business partners, including suppliers and customers, the Company does not currently anticipate any material disruption in its business due to supplier or customer Y2K issues. More specifically, the Company, through 13 the current stage of its Y2K program, has not received any information that would lead it to believe that any significant supplier or customer will suffer business interruption due to Y2K issues to a degree that would materially affect the Company's ability to conduct business. The current estimated costs of the project are based on management's estimates, which were derived utilizing numerous assumptions of future events including the continued availability of certain resources, third party modification plans and other factors. However, there can be no guarantee that these estimates will be achieved and actual results could differ significantly from those planned. Based on management's current estimations, the projected costs of the Company's Y2K readiness program are expected to total $3.5 million. Although the Company expects its critical Enterprise Systems to be Y2K ready by the end of 1999, there is no guarantee that these results will be achieved. Specific factors that give rise to this uncertainty include a possible loss of technical resources to perform the work, failure to identify all susceptible systems, non-compliance by third parties whose systems and operations impact the Company, and other similar uncertainties. A reasonably possible worst case scenario might include one or more of the Company's significant production facilities incurring interruption in business either from internal systems failures or failure to perform on the part of third parties, including suppliers. Such an event could result in a material disruption to the Company's operations. Specifically, the Company could experience an interruption in its ability to produce certain products, collect and process orders, process payments, manage inventory and perform adequate customer service. Should the worst case scenario occur it could, depending on its duration, have a material adverse impact on the Company's results of operations and financial position, but that impact can not be estimated. Forward-Looking Statements In addition to the historical information presented in this quarterly report, the Company has made and will make certain forward-looking statements in this report, other reports filed by the Company with the Securities and Exchange Commission, reports to stockholders and in certain other contexts relating to future net sales, costs of sales, other expenses, profitability, financial resources, products and production schedules. Statements relating to the foregoing or that predict or indicate future events and trends and which do no relate solely to historical matters identify forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based on management's beliefs as well as assumptions made by and information currently available to management. Accordingly, the Company's actual results may differ materially from those expressed or implied in such forward-looking statements due to known and unknown risks and uncertainties that exist in the Company's operations and business environment, including, among other factors, government regulation including tax rate policies, competition and technological change, intellectual property rights, the failure by the Company to produce anticipated cost savings or improve productivity, the failure by the Company or its suppliers or customers to achieve Y2K compliance, the timing and magnitude of capital expenditures and acquisitions, currency exchange rates, economic and market conditions in the United States, Europe and the rest of the world, changes in customer spending levels, the demand for existing and new products, the cost and availability of raw materials, the successful integration of the Company's 14 acquisitions, and other risks associated with the Company's operations. Although the Company believes that its forward-looking statements are based on reasonable assumptions, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on forward- looking statements. Adoption of New Accounting Standards In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." This Statement requires that entities recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Due to the complexity of this new standard, the Company is still assessing the impact it will have on the financial position or results of operations, but does not anticipate it having a material impact on the financial statements. In June 1999, the FASB issued SFAS No. 137, which amended the effective date of SFAS 133. The new effective date for implementation of SFAS 133 is now for all fiscal quarters of all fiscal years beginning after June 15, 2000. 15 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK A significant portion of AptarGroup's operations is located outside the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of AptarGroup's foreign entities. The Company's significant foreign exchange exposures are to the major currencies which are now part of the Euro (the Italian Lira, French Franc and German Mark). The Company manages its exposures to foreign exchange principally with forward exchange contracts to hedge certain firm purchase and sales commitments and intercompany cash transactions denominated in foreign currencies. The table below provides information as of June 30, 1999 about the Company's forward currency exchange contracts. All the contracts expire before the end of the third quarter of 1999.
Average Contractual Buy/Sell Contract Amount Exchange Rate -------------------------------------------------- FRF/USD $12,830 6.20 DM/USD 6,597 1.84 LIRE/USD 3,095 1,824.46 FRF/GBP 1,397 9.96 FRF/YEN 1,371 0.0521 LIRE/GBP 686 2955.16
The Company is also party to certain smaller contracts to buy or sell various other currencies (principally Japanese and Australian) that had an aggregate contract amount of $0.3 million as of June 30, 1999. The Company has a cross-currency interest rate swap to hedge an intercompany lending transaction. This swap requires the Company to pay principal of 37,031 French Francs plus interest at 8% and receive principal of $7,500 plus interest at 7.08% over ten years. If the Company canceled the swap at June 30, 1999, the Company would have received approximately $956 based on the fair value of the swap on that date. The table below presents the cash flows in both foreign currency and U.S. dollars that are expected to be exchanged over the duration of the contract. 1999 2000 2001 2002 2003 Thereafter ---------------------------------------------------------------- Pay FRF FRF 6,772 7,822 7,400 6.992 6,560 11,850 Receive USD $1,337 1,525 1,450 1,377 1,299 2,370 Additionally, in some cases, the Company sells products denominated in a currency different from the currency for which the respective costs are incurred. Changes in exchange rates on such inter-country sales impacts the Company's results of operations. 16 PART II - OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS During the quarter ended June 30, 1999, 180 shares of Common Stock of the Company were sold to participants in the FCP Aptar Savings Plan, (the "Plan") at the price of $26.18 per share. Employees of AptarGroup S.A., a subsidiary of the Company, are eligible to participate in the Plan. All eligible participants are located outside of the United States. An agent independent of the Company purchases shares of Common Stock available under the Plan for cash on the open market and the Company issues no shares. The Company does not receive any proceeds form the purchase of Common Stock under the Plan. The agent under the Plan is Banque Nationale de Paris. No underwriters are used under the Plan. All shares are sold in reliance upon the exemption from registration under the Securities Act of 1933 provided by Regulation S promulgated under that Act. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The annual meeting of stockholders was held on May 11, 1999. A vote was taken by ballot for the election of three directors to hold office until the 2002 Annual Meeting of Stockholders. The following nominees received the number of votes as set forth below: Broker Nominee For Withhold Non-votes ------- --- -------- --------- King Harris 28,706,456 416,666 -0- Peter Pfeiffer 28,705,268 417,854 -0- Joanne C. Smith 28,685,413 437,709 -0- No votes were cast for any other nominee for director. The directors continuing in office until the 2000 Annual Meeting are Eugene Barnett, Ralph Gruska and Leo A. Guthart. Directors continuing in office until the 2001 Annual Meeting of Stockholders are Robert Barrows, Alfred Pilz, and Carl A. Siebel. A vote was also taken to approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares. The vote was as set forth below: For Against Abstain Broker Non-Votes --- ------- ------- ---------------- 21,709,412 7,376,229 37,481 -0- No other matters were submitted to a vote by ballot at the 1999 Annual Meeting. 17 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. Exhibit 3 (i) Amended and Restated Certificate of Incorporation of the Company Exhibit 4.1 Note Purchase Agreement dated as of May 15, 1999 relating to $107 million senior unsecured notes, series 1999-A Exhibit 4.2 Multicurrency Credit Agreement dated as of June 30, 1999 among the Company, the lenders party thereto, Bank of America National Trust and Savings Association, as Agent, and Bank of America Securities LLC, as Arranger Exhibit 27 Financial Statement Schedule (b) Reports on Form 8-K. No reports on Form 8-K were filed for the quarter ended June 30, 1999. 18 SIGNATURE 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. AptarGroup, Inc. (Registrant) By /s/ Stephen J. Hagge -------------------- Stephen J. Hagge Executive Vice President and Chief Financial Officer, Secretary and Treasurer (Duly Authorized Officer and Principal Financial Officer) Date: August 12, 1999 19 EX-3.(I) 2 AMENDED & RESTATED CERTIFICATE OF INCORPORATION Exhibit 3(i) CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION OF APTARGROUP, INC. ----------------------------------------------------------------------- Carl A. Siebel and Stephen J. Hagge, being the duly elected President and Chief Executive Officer and Secretary, respectively, of AptarGroup, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), do hereby certify as follows: 1. That the Corporation filed its original Certificate of Incorporation with the Delaware Secretary of State on September 3, 1992. 2. That in accordance with Section 245 of the General Corporation Law of the State of Delaware, the board of directors of the Corporation duly adopted resolutions authorizing the Corporation to integrate and restate the Corporation's Certificate of Incorporation in its entirety to read as set forth in Exhibit A attached hereto and made a part hereof (the "Restated Certificate"). 3. That the Restated Certificate only restates and integrates and does not further amend the provisions of the Certificate of Incorporation of the Corporation as heretofore amended or supplemented and there is no discrepancy between those provisions and the provisions of this Restated Certificate. 4. The Restated Certificate shall be effective on May 11, 1999. 5. The Certificate of Designation is set forth in the attached Exhibit B. IN WITNESS WHEREOF, the undersigned, being the President and Chief Executive Officer and Secretary hereinabove named, for the purpose of amending and restating the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Restated Certificate of Incorporation this 11th day of May, 1999. /s/ Carl A. Siebel ------------------ Carl A. Siebel President and Chief Executive Officer [SEAL] Attest: /s/ Stephen J. Hagge - -------------------- Stephen J. Hagge, Secretary AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ------------------------------------------------- OF -- APTARGROUP, INC. ---------------- ARTICLE ONE ----------- The name of the Corporation is AptarGroup, Inc. ARTICLE TWO ----------- The address of the Corporation's registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent, 19901. The name of its registered agent at such address is the Prentice- Hall Corporation System, Inc. ARTICLE THREE ------------- The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE FOUR ------------ 4.1 Capital Stock. The total number of shares of stock which the Corporation has authority to issue is 100,000,000 shares, consisting of 1,000,000 shares of Preferred Stock, par value $.01 per share, and 99,000,000 shares of Common Stock, par value $.01 per share. The number of authorized shares of Preferred Stock may not be decreased unless such decrease is approved by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding Common Stock. Any such decrease may be effected without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the certificate or certificates establishing the series of Preferred Stock. In no event may the number of - 2 - authorized shares of Preferred Stock be decreased below the number of shares thereof then outstanding. Any issuance of capital stock of the Corporation (other than an issuance pursuant to any plan which has received stockholder approval, any issuance pursuant to the Rights Agreement dated as of April 6, 1993 by and between AptarGroup, Inc. and Chemical Bank, as amended from time to time in accordance with its terms, or any issuance in connection with an acquisition of at least a majority of another corporation, partnership or other entity) must be approved by a resolution adopted by directors constituting not less than seventy percent (70%) of the whole Board of Directors. 4.2 Preferred Stock. The Board of Directors of the Corporation may, by a resolution adopted by directors constituting not less than seventy percent (70%) of the whole Board of Directors and subject to the limitations prescribed by law and the provisions of this Certificate of Incorporation, provide for the issuance of shares of the Preferred Stock or provide for the issuance of shares of the Preferred Stock in one or more series, establish from time to time the number of shares to be included in each such series and fix the designations, voting powers, preferences, rights and qualifications, limitations or restrictions of the shares of the Preferred Stock of each such series. The provisions set forth in this Section 4.2 may not be amended, altered, changed or repealed in any respect unless such action is approved by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of Common Stock entitled to vote on each matter on which the holders of record of Common Stock shall be entitled to vote. 4.3 Common Stock. Except as otherwise provided by the General Corporation Law of the State of Delaware, by this Certificate of Incorporation or any amendments hereto and subject to the rights of holders of Preferred Stock, all of the voting power of the stockholders of the Corporation shall be vested in the holders of the Common Stock, and each holder of Common Stock shall have one (1) vote for each share of Common Stock held by such holder on all matters voted upon by the stockholders. 4.4 Definition. For purposes of this Article Fourth, "whole Board of Directors" means the total number of directors which the Corporation would have on the Board of Directors if there were no vacancies. ARTICLE FIVE ------------ In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation. Any adoption, amendment or repeal of the By-Laws of the Corporation by the Board of Directors shall require the approval of directors constituting not less than seventy percent - 3 - (70%) of the whole Board of Directors. The stockholders shall also have power to adopt, amend or repeal the By-Laws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of Common Stock entitled to vote on each matter on which the holders of record of Common Stock shall be entitled to vote shall be required in order for the stockholders to adopt, amend or repeal any provision of the By- Laws of the Corporation. For purposes of this Article Five, "whole Board of Directors" means the total number of directors which the Corporation would have on the Board of Directors, if there were no vacancies. The provisions set forth in this Article Five may not be amended, altered, changed or repealed in any respect unless such action is approved by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of Common Stock entitled to vote on each matter on which the holders of record of Common Stock shall be entitled to vote. ARTICLE SIX ----------- Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. All elections of directors shall be by written ballot. ARTICLE SEVEN ------------- 7.1 Number of Directors. Subject to any rights of the holders of the Preferred Stock or any series thereof to elect additional directors under specified circumstances, the number of directors which shall constitute the whole Board of Directors of the Corporation shall be such number as shall from time to time be fixed by resolution adopted by directors constituting not less than seventy (70%) of the whole Board of Directors. The Board is divided into three classes, as nearly equal in number as possible, with the term of the office of the first class to expire at the 1994 annual meeting of stockholders, the term of office of the second class to expire at the 1995 annual meeting of stockholders and the term of office of the third class to expire at the 1996 annual meeting of stockholders. At each annual meeting of stockholders beginning with the 1994 annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. The foregoing notwithstanding, each director shall serve until his successor shall have duly elected and qualified, unless he shall resign, die, become disqualified or be removed. 7.2 Vacancies and Newly Created Directorships. Subject to any rights of the holders of the Preferred Stock or any series thereof to fill such newly created directorships or - 4 - vacancies, any newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall, unless otherwise provided by law or by a resolution approved by directors constituting not less than seventy percent (70%) of the whole Board of Directors, be filled only by a resolution approved by directors constituting not less than seventy percent (70%) of the whole Board of Directors, and any directors so chosen shall hold office until the next election of the classes for which such director shall have been chosen, and until his successor shall have been duly elected and qualified, unless he shall resign, die, become disqualified or be removed. Notwithstanding the foregoing, in the event that at the time of the existence of an unfilled newly created directorship or vacancy there are unfilled newly created directorships and/or vacancies constituting more than thirty percent (30%) of the whole Board of Directors, a majority of the directors then serving on the Board of Directors shall have the authority to fill enough of such unfilled newly created directorships and/or vacancies so that, after giving effect thereto, there will be the minimum number of directors serving on the Board of Directors necessary to constitute seventy percent (70%) of the whole Board of Directors. 7.3 Powers, Qualifications and Removal. The business of the Corporation shall managed by or under the direction of the Board of Directors. Any director may tender his resignation at any time. Subject to any rights of the holders of the Preferred Stock or any series thereof, any director or the entire Board of Directors may be removed at any time, but only for cause. 7.4 Definition. For purposes of this Article Seven, "whole Board of Directors" means the total number of directors which the Corporation would have on the Board of Directors if there were no vacancies. 7.5 Amendment. The provisions set forth in this Article Seven may not be amended, altered, changed or repealed in any respect unless such action is approved by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of Common Stock entitled to vote on each matter on which the holders of record of Common Stock shall be entitled to vote. ARTICLE EIGHT ------------- 8.1 Special Meetings of Stockholders. Special meeting of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution approved by a majority of the whole Board of Directors. 8.2 No Stockholder Action by Consent. No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting. - 5 - 8.3 Advance Notice of Stockholder Nominations. Advance notice of stockholder nominations of persons for election to the Board of Directors of the Corporation and of business to be brought before any meeting of the stockholders by the stockholders of the Corporation shall be given in the manner provided in the By-Laws of the Corporation. 8.4 Definition. For purposes of this Article Eight, "whole Board of Directors" means the total number of directors which the Corporation would have on the Board of Directors if there were no vacancies. 8.5 Amendment. The provisions set forth in this Article Eight may not be amended, altered, changed or repealed in any respect unless such action is approved by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of Common Stock entitled to vote on each matter on which the holders of record Common Stock shall be entitled to vote. ARTICLE NINE ------------ To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this Article Nine shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. The provisions set forth in this Article Nine may not be amended, altered, changed or repealed in any respect unless such action is approved by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of Common Stock entitled to vote on each matter on which the holders of record of Common Stock shall be entitled to vote. ARTICLE TEN ----------- The Corporation elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware. ARTICLE ELEVEN -------------- 11.1 Business Combinations with Interested Stockholders. The Corporation shall not engage in any business combination with any interested stockholder for a period of 3 years following the date that such stockholder became an interested stockholder, unless (A) prior to such date a majority of the whole Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder, or (B) upon consummation of the transaction which resulted in the stockholder becoming an interested - 6 - stockholder, the interested stockholder owned at least 85% of the voting stock of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and also officers of the Corporation and (ii) by employee stock plans of the Corporation or its subsidiaries in which employee participants do not have the right to determine confidentially whether shares of stock of the Corporation held subject to the plan will be tendered in a tender or exchange offer, or (C) on or subsequent to such date the business combination is approved by a majority of the whole Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by affirmative vote of at least 66% of the outstanding voting stock of the Corporation which is not owned by the interested stockholder. 11.2 Exclusions. The restrictions contained in this Article Eleven shall not apply if: (A) a stockholder becomes an interested stockholder inadvertently and (i) as soon as practicable divests sufficient shares so that the stockholder ceases to be an interested stockholder and (ii) would not, at any time within the 3-year period immediately prior to a business combination between the Corporation and such stockholder, have been an interested stockholder but for the inadvertent acquisition; or (B) the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the second sentence of this subsection (B); (ii) is with or by a person who either was not an interested stockholder during the previous 3 years or who became an interested stockholder with the prior approval of a majority of the Corporation's whole Board of Directors; and (iii) is approved or not opposed by a majority of the members of the Board of Directors then in office (but not less than 1) who were directors prior to any person becoming an interested stockholder during the previous 3 years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to (x) a merger or consolidation of the Corporation (except for a merger in respect of which, pursuant to Section 251 (f) of the General Corporation Law of the State of Delaware or any successor provision, no vote of the stockholders of the Corporation is required); (y) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct of indirect or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect wholly-owned subsidiary or to the Corporation) having an aggregate market value equal to 50% or more of either the aggregate market value of all of the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation; and (z) a proposed tender or exchange offer for 50% or more of the outstanding voting stock of the Corporation. The Corporation shall give not less than 20 days' notice to all stockholders known to it to be interested stockholders prior to the consummation of any of the transactions described in clause (x) or (y) of the second sentence of this subsection (B). - 7 - 11.3 Definitions. As used in this Article Eleven only, the term: (A) "affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person; provided that, for purposes of this Article Eleven, the term "affiliate" shall not include any person that is an exempt person. (B) "associate," when used to indicate a relationship with any person, means (i) any corporation or organization of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock, (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (iii) any relative or spouse of such person, or any relative of such spouse, who has the residence as such person; provided that, for purposes of this Article Eleven, the term "associate" shall not include any person that is an exempt person. (C) "business combination," when used in reference to the Corporation and any interested stockholder of the Corporation, means : (i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation with (1) the interested stockholder or (2) any other person if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation Section 11.1 of this Article Eleven is not applicable to the surviving person; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation; (iii) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except (1) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such, (2) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of any security exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is - 8 - distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such, (3) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock, or (4) any issuance or transfer of stock by the Corporation, provided however, that in no case under (2) - (4) above shall there be an increase in the interested stockholder's proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation; (iv) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or of securities exercisable for, exchangeable for or convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or (v) any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation) of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsection (i) - (iv) above) provided by or through the Corporation or any direct or indirect majority owned subsidiary. (D) "control," including the terms "controlling," "controlled by" and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of a corporation's outstanding voting stock shall be presumed to have control of such corporation, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article Eleven, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of the Corporation. (E) "exempt person" means (i) any person that at the time of determination is the Harris Group, a member thereof or a person or which the Harris Group or one or more members thereof owns (a) more than fifty percent (50%) of the voting stock or other voting interests and (b) stock or other interests representing more than fifty percent (50%) of the total value of the stock or other interests of such person, (ii) any person that at the time of determination is the Pfeiffer Group, a member thereof or a person of which the Pfeiffer Group or one or more members thereof owns (a) more than fifty percent (50%) of the voting stock or other voting interests and (b) stock or other interests representing more than fifty percent (50%) of the total value of the stock or other interests of such person and (iii) any person whose ownership of shares in excess of the 15% limitation set forth in the definition of "interested stockholder" is the result of action taken solely by the - 9 - Corporation provided that such person shall cease to be an exempt person if thereafter he acquires additional shares of voting stock of the Corporation except as a result of further action by the Corporation not caused, directly or indirectly, by such person. Notwithstanding the foregoing sentence, none of the persons described in clause (i) above shall continue to be an exempt person by virtue of such clause after the earliest date after the Pfeiffer Share Exchange on which such persons are owners in the aggregate of less than 3% of the Corporation's outstanding voting stock (determined without taking into account any securities exercisable or exchangeable for, or convertible into, the Corporation's voting stock, other than any such securities owned by such persons), and none of the persons described in clause (ii) above shall continue to be an exempt person by virtue of such clause after the earliest date after the Pfeiffer Share Exchange on which such persons are owners in the aggregate of less than 3% of the Corporation's outstanding voting stock (determined without taking into account any securities exercisable or exchangeable for, or convertible into, the Corporation's voting stock, other than any such securities owned by such persons). (F) "Harris Group" means Messrs. Irving B. Harris, Neison Harris, King Harris, William W. Harris and Sidney Barrows and their respective spouses, descendants and spouses of descendants, trustees of trusts established for the benefit of such persons (acting in their capacity as trustees of such trusts), and executors of estates of such persons (acting in their capacity as executors of such estates). (G) "interested stockholder" means any person (other than an exempt person and other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of subsection (H) of this Section 11.3 but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. (H) "owners" including the terms "own" and "owned," when used with respect to any stock means a person that individually or with or through any of its affiliates or associates: (i) beneficially owns (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 or any successor provision) such stock, directly or indirectly; or (ii) has (1) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant - 10 - to any agreement, arrangement or understanding, or upon the exercise of exercise rights, conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person's affiliates or associates until such tendered stock is accepted for purchase or exchange; or (2) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person's right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or (iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (2) of clause (ii) of this subsection), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock. Nothing in this subsection (H) shall cause a person to be treated as the "owner" of, or to "own," any securities owned by any other person that is an exempt person. (I) "person" means any individual, corporation, partnership, unincorporated association, trust or other entity. (J) "Pfeiffer Group" means Peter Pfeiffer, Philipp Pfeiffer, Anne Pfeiffer, Klaus Pfeiffer, Birgit Pfeiffer, Petra Pfeiffer, Karin Pilz, Norbert Pilz, Gunther Pilz, Elke Miedler, Gudrun Miedler, Iris Miedler and Stefan Miedler and their respective spouses, descendants and spouses of descendants, trustees of trusts established for the benefit of such persons (acting in their capacity as trustees of such trusts), and executors of estates of such persons (acting in their capacity as executors of such estates). (K) "Pfeiffer Share Exchange" has the meaning assigned to such term in the Combination Agreement dated as of December 31, 1992 to which the Corporation and certain members of the Pfeiffer Group are parties. (L) "spouses" includes widows and widowers until first remarried. (M) "voting stock" means stock of any class or series entitled to vote generally in the election of directors. - 11 - (N) "whole Board of Directors" means the total number of directors which the Corporation would have on the Board of Directors if there were no vacancies. 11.4 Amendment. The provisions set forth in this Article Eleven may not be amended, altered, changed or repealed in any respect unless such action is approved by the affirmative vote of at least 66-2/3% of the outstanding shares of Common Stock entitled to vote on each matter on which the holders of record of Common Stock shall be entitled to vote which are not owned by an interested stockholder. ARTICLE TWELVE -------------- In the event that it is proposed that the Corporation enter into a merger or consolidation with any other corporation (other than a direct or indirect wholly-owned subsidiary of the Corporation), or sell or otherwise dispose of all or substantially all of its assets or business in one transaction or a series of transactions, or liquidate or dissolve, the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of Common Stock entitled to vote on each matter on which the holders of record of Common Stock shall be entitled to vote shall be required for the approval of such proposal; provided, however, that the foregoing shall not apply to any such merger, consolidation, sale, disposition, liquidation or dissolution which is approved by resolution of two-thirds of the whole Board of Directors, if the majority of the members of the Board of Directors adopting such resolution were members of the Board of Directors of the Corporation prior to the public announcement of the proposed merger, consolidation, sale, disposition, dissolution or liquidation and prior to the public announcement of any transaction relating to such merger, consolidation, sale, disposition, dissolution or liquidation. If such approval is granted, then such transaction shall only require the approval otherwise required under the other Articles of this Certificate of Incorporation and under law. For purposes of this Article Twelve, "whole Board of Directors" means the total number of directors which the Corporation would have on the Board of Directors if there were no vacancies. The provisions set forth in this Article Twelve may not be amended, altered, changed or repealed in any respect unless such action is approved by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of Common Stock entitled to vote on each matter on which the holders of record of Common Stock shall be entitled to vote. ARTICLE THIRTEEN ---------------- 13.1 Indemnification of Officers, Directors and Others. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Corporation) (a "Proceeding") by reason of the fact that he is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to any employee benefit plan) against expenses (including attorneys' fees), judgments, fines, ERISA excise taxes, - 12 - penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment). The indemnification provided by this Article Thirteen shall not be deemed exclusive of any other rights to which any person may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity, and shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person. It is expressly understood that, notwithstanding the foregoing, no director, officer or employee shall have any rights under this Article Thirteen if the Proceeding giving rise to the claim for indemnification hereunder arises as a result of actions or failures to act in any capacity other than those set forth in this Section 13.1, and, as such, no such person shall have any rights under this Article Thirteen if the Proceeding giving rise to the claim for indemnification arises as a result of such person's purchase and/or sale of securities of the Corporation (other than on behalf of the Corporation). 13.2 Procedure for Indemnification of Directors, Officers and Employees. Any indemnification of a director, officer or employee of the Corporation or advance of expenses under this Article Thirteen shall be made promptly upon the written request of the director, officer or employee, and in any event within 30 days after such request (or, if a determination as described below is required, within 30 days after such determination has been made or deemed made). If a determination by the Corporation that the director, officer or employee is entitled to indemnification pursuant to this Article Thirteen is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days after such request (or, if a determination as described above is required, within 30 days after such determination has been made or deemed made), the right to indemnification or advances as granted by this Article Thirteen shall be enforceable by the director, officer or employee in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable - 13 - standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 13.3 Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer or employee of the Corporation or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to any employee benefit plan) against any liability asserted against him and incurred by him in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under this Article Thirteen. 13.4 Expenses. Expenses incurred by any person described in this Article Thirteen in defending a Proceeding shall be paid by the Corporation in advance of such Proceeding's final disposition upon receipt of an undertaking by or on behalf of the director, officer or employee to repay such amount without interest if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation. 13.5 Contract Rights. The provisions of this Article Thirteen shall be deemed to be a contract between the Corporation and each director, officer or employee who serves in any such capacity at any time, and any repeal or modification of this Article Thirteen or of any relevant provisions of the General Corporation Law of the State of Delaware or other applicable law shall not affect any rights or obligations then existing with respect to any state of facts or Proceeding then existing. 13.6 Merger or Consolidation. For purposes of this Article Thirteen, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees, so that any person who is or was a director, officer or employee of such a constituent corporation, or is or was serving at the request of such a constituent corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to any employee benefit plan), shall stand in the same position under this Article Thirteen with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. 13.7 Indemnification of Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any agent of the Corporation to the fullest extent of the provisions of this Article Thirteen with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation. 13.8 Amendment. The provisions set forth in this Article Thirteen may not be amended, altered, changed or repealed in any respect unless such actions approved by the affirmative - 14 - vote of the holders of not less than eighty percent (80%) of the outstanding shares of Common Stock entitled to vote on each matter on which the holders of record of Common Stock shall be entitled to vote. ARTICLE FOURTEEN ---------------- The Corporation is to have perpetual existence. ARTICLE FIFTEEN --------------- The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation. - 15 - EXHIBIT B CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A of AptarGroup, Inc. Pursuant to Section 151 of the General Corporation Law of the State of Delaware We, Carl A. Siebel, Chairman of the Board and Chief Executive Officer, and Stephen J. Hagge, Executive Vice President and Chief Financial Officer, Secretary and Treasurer, of AptarGroup, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151 thereof, DO HEREBY CERTIFY: That (i) pursuant to the authority conferred upon the Board of Directors of the said Corporation by the Amended and Restated Certificate of Incorporation of the Corporation, the Board of Directors effective April 6, 1993 adopted the following resolution creating a series of 45,000 shares of Preferred Stock designated as Junior Participating Preferred Stock, Series A, (ii) such resolution was amended by a resolution of the said Board of Directors adopted on January 21, 1999, which authorized an increase in the number of shares constituting such series to 49,500 shares, subject to the adoption by the stockholders of the Corporation of an amendment to the Amended and Restated Certificate of Incorporation to increase the authorized shares of Common Stock of the Corporation (the "Proposed Amendment"), (iii) the Proposed Amendment was approved by the Corporation's stockholders on May 11, 1999, (iv) the Corporation filed a Certificate of Increase in respect of such series with the Secretary of State of the State of Delaware on May 11, 1999, and (v) the resolution establishing the Junior Participating Preferred Stock, Series A reads, as amended to reflect the Certificate of Increase, as follows: RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Amended and Restated Certificate of Incorporation a series of Preferred Stock of the Corporation designated Junior Participating Preferred Stock, Series A be, and it hereby is, created, and that the designations and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows: Section 1. Designation and Amount. The shares of such series shall be designated as "Junior Participating Preferred Stock, Series A" (the "Series A Preferred Stock") and the number of shares constituting such series shall be 49,500. Section 2. Dividends and Distributions. --------------------------- (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share, of the Corporation (the "Common Stock") and of any other stock ranking junior as to dividends, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash or in kind on the 15th day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date") commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, each in an amount per share (rounded to the nearest cent) equal to the grater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Stock or a subdivision of the outstanding Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date (inclusive) or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock (inclusive). In the event the Corporation shall at any time on or after April 6, 1993 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock are entitled immediately after such event under the preceding sentence shall be an amount per share (rounded to the nearest cent) equal to the greater of (i) $10.00 and (ii) the amount resulting from multiplying the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after its declares any dividend or distribution on the Common Stock (other than a dividend payable in Common Stock or a distribution of Common Stock pursuant to a subdivision of the outstanding Common Stock), and, unless previously paid, the Corporation shall pay dividends or distributions on the Series A Preferred Stock immediately before it pays such dividend or distribution on the Common Stock (other than a dividend payable in Common Stock or a distribution of Common Stock pursuant to a subdivision of the outstanding Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period from any Quarterly Dividend Payment Date to the next subsequent Quarterly Dividend Payment Date (or if the aggregate amount of any dividends or distributions declared during such period was less than $10.00), a dividend of $10.00 (or the - 2 - difference between $10.00 and the aggregate amount of dividends or distributions declared during such period if such amount was less than $10.00) per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends on shares of Series A Preferred Stock shall being to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first dividend to be paid on any shares of Series A Preferred Stock, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend on a particular Quarterly Dividend Payment Date and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata among all such shares at the time outstanding. The Board of Directors shall fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be the same as any record date for the determination of holders of shares of Common Stock entitled to receive payment of a dividend or distribution thereon (other than a dividend payable in Common Stock or a distribution of Common Stock pursuant to a subdivision of the outstanding Common Stock) but in any event not more than 60 days prior to the date fixed for the payment thereof. Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time on or after April 6, 1993 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number of votes by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Except as otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. - 3 - (C) Except as set forth herein, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. Section 4. Certain Restrictions. -------------------- (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled - 4 - promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share of holders of Common Stock, or (2) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time on or after April 6, 1993 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock are entitled immediately after such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 7. Consolidation, Merger, etc. In the case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the Common Stock is exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock then outstanding shall at the same time be similarly exchanged for or changed into property in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time on or after April 6, 1993 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification of otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such - 5 - event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 8. Redemption. The shares of Series A Preferred Stock shall not be redeemable. Section 9. Other Series of Preferred Stock. Notwithstanding any other provision of the Certificate of Incorporation of the Corporation, as amended, the Series A Preferred Stock shall rank prior to each and every class or series of Common Stock of the Corporation, and junior to each and every other class or series of the Corporation's Preferred Stock, as to payment of dividends and distribution of assets except to the extent the terms of any such other class or series of Preferred Stock shall provide otherwise. Section 10. Amendment. Neither the Certificate of Incorporation of the Corporation, this resolution, nor any restated Certificate of Designation, Preferences and Rights relating to the Series A Preferred Stock shall be amended in any manner which would alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect the holders of Series A Preferred Stock adversely without the affirmative vote of the holders of two- thirds of the outstanding shares of Series A Preferred Stock, voting separately as a single class. Section 11. Fractional Shares. Series A Preferred Stock may be issued in whole shares and fractions of a share. A fraction of a share shall entitle the holder, in proportion to that fraction, to exercise voting rights, receive dividends and participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock. This Certificate of Designation shall become effective at 9:05 a.m., Delaware time, on April 6, 1993. IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury as of this 11th day of May, 1999. /s/ Carl A. Siebel ------------------------------------- President and Chief Executive Officer ATTEST: /s/ Stephen J. Hagge - ----------------------- Secretary - 6 - EX-4.1 3 NOTE PURCHASE AGREEMENT Exhibit 4.1 CONFORMED COPY ================================================================================ APTARGROUP, INC. $200,000,000 Senior Notes Issuable In Series $107,000,000 6.62% Senior Notes, Series 1999-A due May 30, 2011 _________ NOTE PURCHASE AGREEMENT _________ Dated as of May 15, 1999 ================================================================================ TABLE OF CONTENTS
Section Page - ------- ---- 1. AUTHORIZATION OF NOTES........................................... 1 1.1. Amount; Establishment of Series........................... 1 1.2. The Series 1999-A Notes................................... 2 2. SALE AND PURCHASE OF SERIES 1999-A NOTES......................... 2 3. CLOSING.......................................................... 3 4. CONDITIONS TO CLOSING............................................ 3 4.1. Representations and Warranties............................ 3 4.2. Performance; No Default................................... 3 4.3. Compliance Certificates................................... 3 4.4. Opinions of Counsel....................................... 4 4.5. Purchase Permitted By Applicable Law, etc................. 4 4.6. Sale of Other Series 1999-A Notes......................... 4 4.7. Payment of Special Counsel Fees........................... 4 4.8. Private Placement Number.................................. 4 4.9. Changes in Corporate Structure............................ 5 4.10. Proceedings and Documents................................. 5 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................... 5 5.1. Organization; Power and Authority......................... 5 5.2. Authorization, etc........................................ 5 5.3. Disclosure................................................ 6 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.............................................. 6 5.5. Financial Statements...................................... 7 5.6. Compliance with Laws, Other Instruments, etc.............. 7 5.7. Governmental Authorizations, etc.......................... 7 5.8. Litigation; Observance of Agreements, Statutes and Orders. 7 5.9. Taxes..................................................... 8 5.10. Title to Property; Leases................................. 8 5.11. Licenses, Permits, etc.................................... 8 5.12. Compliance with ERISA..................................... 9 5.13. Private Offering by the Company........................... 10 5.14. Use of Proceeds; Margin Regulations....................... 10 5.15 Existing Indebtedness; Future Liens....................... 10 5.16. Foreign Assets Control Regulations, etc................... 11 5.17. Status under Certain Statutes............................. 11 5.18. Environmental Matters..................................... 11 5.19. Year 2000................................................. 12
i 6. REPRESENTATIONS OF THE PURCHASERS................................ 12 6.1. Purchase for Investment................................... 12 6.2. Source of Funds........................................... 12 7. INFORMATION AS TO COMPANY........................................ 12 7.1. Financial and Business Information........................ 12 7.2. Officer's Certificate..................................... 17 7.3. Inspection................................................ 17 8. PREPAYMENT OF THE SERIES 1999-A NOTES............................ 12 8.1. Required Prepayments...................................... 18 8.2. Optional Prepayments with Make-Whole Amount............... 18 8.3. Allocation of Partial Prepayments......................... 18 8.4. Maturity; Surrender, etc.................................. 19 8.5. Purchase of Notes......................................... 19 8.6. Make-Whole Amount......................................... 19 9. AFFIRMATIVE COVENANTS............................................ 20 9.1. Compliance with Law....................................... 21 9.2. Insurance................................................. 21 9.3. Maintenance of Properties................................. 21 9.4. Payment of Taxes and Claims............................... 21 9.5. Corporate Existence, etc.................................. 21 10. NEGATIVE COVENANTS............................................... 22 10.1. Adjusted Consolidated Net Worth........................... 22 10.2. Indebtedness.............................................. 22 10.3. Liens..................................................... 23 10.4. Sale of Assets............................................ 24 10.5. Mergers, Consolidations, etc.............................. 25 10.6. Disposition of Stock of Restricted Subsidiaries........... 26 10.7. Designation of Unrestricted and Restricted Subsidiaries... 26 10.8. Nature of Business........................................ 27 10.9. Transactions with Affiliates.............................. 27 11. EVENTS OF DEFAULT................................................ 27 12. REMEDIES ON DEFAULT, ETC......................................... 29 12.1. Acceleration.............................................. 29 12.2. Other Remedies............................................ 30 12.3. Rescission................................................ 30 12.4. No Waivers or Election of Remedies, Expenses, etc......... 30 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.................... 31 13.1. Registration of Notes..................................... 31 13.2. Transfer and Exchange of Notes............................ 31 13.3. Replacement of Notes...................................... 31
ii 14. PAYMENTS ON NOTES................................................ 32 14.1. Place of Payment.......................................... 32 14.2. Home Office Payment....................................... 32 15. EXPENSES, ETC.. ................................................. 33 15.1. Transaction Expenses...................................... 33 15.2. Survival.................................................. 33 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT..... 33 17. AMENDMENT AND WAIVER............................................. 34 17.1. Requirements.............................................. 34 17.2. Solicitation of Holders of Notes.......................... 34 17.3. Binding Effect, etc....................................... 34 17.4. Notes held by Company, etc................................ 35 18. NOTICES.......................................................... 35 19. REPRODUCTION OF DOCUMENTS........................................ 35 20. CONFIDENTIAL INFORMATION......................................... 35 21. SUBSTITUTION OF PURCHASER........................................ 35 22. MISCELLANEOUS.................................................... 35 22.1. Successors and Assigns.................................... 37 22.2. Payments Due on Non-Business Days......................... 37 22.3. Severability.............................................. 37 22.4. Construction.............................................. 37 22.5. Counterparts.............................................. 38 22.6. Governing Law............................................. 38
SCHEDULE A -- Information Relating to Purchasers SCHEDULE B -- Defined Terms SCHEDULE B-1 -- Existing Investments SCHEDULE 4.9 -- Changes in Corporate Structure SCHEDULE 5.3 -- Disclosure Materials SCHEDULE 5.4 -- Subsidiaries of the Company and Ownership of Subsidiary Stock SCHEDULE 5.5 -- Financial Statements iii SCHEDULE 5.8 -- Certain Litigation SCHEDULE 5.11 -- Licenses, Permits, etc. SCHEDULE 5.14 -- Use of Proceeds SCHEDULE 5.15 -- Existing Indebtedness SCHEDULE 10.3 -- Existing Liens EXHIBIT 1.1-A -- Form of Senior Note EXHIBIT 1.1-B -- Form of Supplement EXHIBIT 1.2 -- Form of Series 1999-A Senior Note EXHIBIT 4.4(a) -- Form of Opinion of Counsel to the Company EXHIBIT 4.4(b) -- Form of Opinion of Special Counsel to the Purchasers iv APTARGROUP, INC. 475 West Terra Cotta Avenue, Suite E Crystal Lake, IL 60014 (815) 477-0424 Fax: (815) 477-0481 $200,000,000 Senior Notes Issuable In Series $107,000,000 6.62% Senior Notes, Series 1999-A due May 30, 2011 Dated as of May 15, 1999 TO EACH OF THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and Gentlemen: APTARGROUP, INC., a Delaware corporation (the "Company"), agrees with you as follows: 1. AUTHORIZATION OF NOTES. 1.1. Amount; Establishment of Series. The Company is contemplating the issue and sale of up to $200,000,000 aggregate principal amount of its Senior Notes issuable in series (the "Notes", such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Notes will be substantially in the form set out in Exhibit 1.1-A, with such changes therefrom, if any, as may be approved by the purchasers of such Notes, or series thereof, and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Notes may be issued in one or more series. Each series of Notes, other than the initial series, will be issued pursuant to a supplement to this Agreement (a "Supplement") in substantially the form of Exhibit 1.1-B, and will be subject to the following terms and conditions: (a) the designation of each series of Notes shall distinguish the Notes of one series from the Notes of all other series; (b) the Notes of each series shall rank pari passu with each other series of the Notes and with the Company's other outstanding senior unsecured Indebtedness; (c) each series of Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory prepayments on the dates and with the Make-Whole Amounts, if any, as are provided in the Supplement under which such Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.1(d), other terms and provisions as shall be specified in such Supplement; (d) any additional covenants, Defaults, Events of Default, rights or similar provisions that are added by a Supplement for the benefit of the series of Notes to be issued pursuant to such Supplement shall apply to all outstanding Notes, whether or not the Supplement so provides; and (e) except to the extent provided in foregoing clause (c), all of the provisions of this Agreement shall apply to the Notes of each series. The Purchasers of the Series 1999-A Notes need not purchase subsequent series of Notes. 1.2. The Series 1999-A Notes. The Company has authorized, as the initial series of Notes hereunder, the issue and sale of $107,000,000 aggregate principal amount of Notes to be designated as its 6.62% Senior Notes, Series 1999-A, due May 30, 2011 (the "Series 1999-A Notes," such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Series 1999-A Notes shall be substantially in the form set out in Exhibit 1.2, with such changes therefrom, if any, as may be approved by you and the Company. 2. SALE AND PURCHASE OF SERIES 1999-A NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and each of the other purchasers named in Schedule A (the "Other Purchasers"), and you and the Other Purchasers will purchase from the Company, at the Closing provided for in Section 3, Series 1999-A Notes in the series and principal amount specified opposite your names in Schedule A at the purchase price of 100% of the principal amount thereof. Your obligation hereunder and the obligations of the Other Purchasers are several and not joint obligations and you shall have no liability to any Person for the performance or non-performance by any Other Purchaser hereunder. 3. CLOSING. The sale and purchase of the Series 1999-A Notes to be purchased by you and the Other Purchasers shall occur at the offices of Gardner, Carton & Douglas, Quaker Tower, Suite 3400, 321 North Clark Street, Chicago, Illinois 60610 at 9:00 a.m., Chicago time, at a closing (the "Closing") on May 28, 1999 or on such other Business Day thereafter on or prior to June 15, 1999 as may be agreed upon by the Company and you and the Other Purchasers. At the 2 Closing the Company will deliver to you the Series 1999-A Notes to be purchased by you in the form of a single Series 1999-A Note (or such greater number of Series 1999-A Notes in denominations of at least $500,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 8188-9-00150 at Bank of America, 231 South LaSalle, Chicago, IL 60697, ABA #071000039. If at the Closing the Company shall fail to tender such Series 1999-A Notes to you as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment. 4. CONDITIONS TO CLOSING. Your obligation to purchase and pay for the Series 1999-A Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions: 4.1. Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing. 4.2. Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Series 1999-A Notes (and the application of the proceeds thereof as contemplated by Schedule 5.14) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since March 31, 1999 that would have been prohibited by Sections 10.1 through 10.8 had such Sections applied since such date. 4.3. Compliance Certificates. (a) Officer's Certificate. The Company shall have delivered to you an --------------------- Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled. (b) Secretary's Certificate. The Company shall have delivered to you ----------------------- a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 1999-A Notes and the Agreement. 3 4.4. Opinions of Counsel. You shall have received opinions in form and substance satisfactory to you, dated the date of the Closing (a) from Sidley & Austin, counsel for the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company instructs its counsel to deliver such opinion to you) and (b) from Gardner, Carton & Douglas, your special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as you may reasonably request. 4.5. Purchase Permitted By Applicable Law, etc. On the date of the Closing your purchase of Series 1999-A Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (iii) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer's Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted. 4.6. Sale of Other Series 1999-A Notes. Contemporaneously with the Closing the Company shall sell to the Other Purchasers and the Other Purchasers shall purchase the Series 1999-A Notes to be purchased by them at the Closing as specified in Schedule A. 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of your special counsel referred to in Section 4.4, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing. 4.8. Private Placement Number. A Private Placement number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Series 1999-A Notes by Gardner, Carton & Douglas. 4.9. Changes in Corporate Structure. Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have 4 succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. 4.10. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request. 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to you that: 5.1. Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Series 1999-A Notes and to perform the provisions hereof and thereof. 5.2. Authorization, etc. This Agreement and the Series 1999-A Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Series 1999-A Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 5.3. Disclosure. The Company, through its agent, Banc of America Securities LLC, has delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated April 1999 (the "Memorandum"), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business of the Company and its Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the Memorandum, including the exhibits to the Memorandum, and the documents delivered to you by the Company at the Closing and the financial statements listed in Schedule 5.5, taken as a whole, do not 5 contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Memorandum or as expressly described in Schedule 5.3, or in one of the documents identified therein, or in the financial statements listed in Schedule 5.5, since December 31, 1998, there has been no change in the financial condition, operations, business or properties of the Company or any Subsidiary except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum or in the other documents delivered to you by the Company specifically for use in connection with the transactions contemplated hereby. 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's directors and executive officers. Each Subsidiary listed in Schedule 5.4 is designated a Restricted Subsidiary by the Company. (b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise permitted by Section 10.3). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Restricted Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary. 6 5.5. Financial Statements. The Company has delivered to you and each Other Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). 5.6. Compliance with Laws, Other Instruments, etc. The execution, delivery and performance by the Company of this Agreement and the Series 1999-A Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any Material indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other Material agreement or instrument to which the Company or any Subsidiary is bound or by which any of their respective properties may be bound or affected, (ii) violate or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary other than violations that would not reasonably be expected to have a Material Adverse Effect. 5.7. Governmental Authorizations, etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Series 1999-A Notes. 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a) Except as disclosed in Schedule 5.8, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. 7 5.9. Taxes. The Company and its Subsidiaries have filed all income tax returns and other material tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that would reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate under GAAP. The Federal income tax liabilities of the Company and its Subsidiaries have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended December 31, 1994. 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to the properties that they own or purport to own and that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects. 5.11. Licenses, Permits, etc. Except as disclosed in Schedule 5.11, (a) the Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known material conflict with the rights of others; (b) to the knowledge of the Company, no product of the Company infringes in any material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person; and (c) to the knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries. 8 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material. (b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's most recently ended plan year on the basis of the actuarial assumptions used to determine the actuarial accrued liability on an on- going funding basis in such Plan's most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term "benefit liabilities" has the meaning specified in section 4001 of ERISA and the terms "current value" and "present value" have the meaning specified in section 3 of ERISA. (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that have not been paid, or if contingent, that individually or in the aggregate are Material. (d) The expected postretirement benefit obligation (determined as of the last day of the Company's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, as amended by Financial Accounting Standards Board Statement No. 132, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material or has been disclosed in the most recent audited consolidated financial statements of the Company and its Subsidiaries. (e) The execution and delivery of this Agreement and the issuance and sale of the Series 1999-A Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of your representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Series 1999-A Notes to be purchased by you. 9 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 1999-A Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than you, the Other Purchasers and not more than 40 other Institutional Investors, each of which has been offered the Series 1999-A Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 1999-A Notes to the registration requirements of Section 5 of the Securities Act. 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 1999-A Notes for acquisitions and general corporate purposes, including to repay Indebtedness of the Company and its Subsidiaries as set forth in Schedule 5.14. No part of the proceeds from the sale of the Series 1999-A Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 1.0% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 1.0% of the value of such assets. As used in this Section, the terms "margin stock" and "purpose of buying or carrying" shall have the meanings assigned to them in said Regulation U. For purposes of the foregoing, margin stock shall not include common stock of the Company held in its treasury. 5.15. Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 31, 1999, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary that is outstanding in an aggregate principal amount in excess of $2,000,000 and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that is outstanding in an aggregate principal amount in excess of $2,000,000 and that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening 10 of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.3. 5.16. Foreign Assets Control Regulations, etc. Neither the sale of the Series 1999-A Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, the Interstate Commerce Act, as amended by the ICC Termination Act, as amended, or the Federal Power Act, as amended. 5.18. Environmental Matters. Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted asserting any claim against the Company or any of its Subsidiaries or any of their respective real properties now owned, leased or operated by any of them or other assets nor, to the knowledge of the Company or any Subsidiary, has any such proceeding been instituted against any of their respective real properties formerly owned, for damage to the environment or violation of any Environmental Laws, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to you in writing, (a) neither the Company nor any Subsidiary has knowledge of any facts that would give rise to any claim, for violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or, to the Company's or such Subsidiary's knowledge, formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect; (b) neither the Company nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that would reasonably be expected to result in a Material Adverse Effect; and (c) all buildings on all real properties now owned, leased or operated by the Company or any of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply would not reasonably be expected to result in a Material Adverse Effect. 11 5.19. Year 2000. The Company and its Subsidiaries have conducted a review and assessment of their computer applications and inquired of their material suppliers, vendors and customers regarding the "Year 2000 Problem" (i.e., the risk that computer applications may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). Based upon such review, assessment and inquiry, the Company reasonably believes that the Year 2000 Problem will not have a Material Adverse Effect. 6. REPRESENTATIONS OF THE PURCHASERS. 6.1. Purchase for Investment. You represent that you are purchasing the Series 1999-A Notes to be purchased by you for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of -------- your or their property shall at all times be within your or their control. You understand that the Series 1999-A Notes to be purchased by you have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Series 1999-A Notes. 6.2. Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "Source") to be used by you to pay the purchase price of the Series 1999-A Notes to be purchased by you hereunder: (a) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" 12 or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA; or (g) the Source is an "insurance company general account" as such term is defined in the Department of Labor Prohibited Transaction Class Exemption 95-60 (issued July 12, 1995) ("PTE 95-60") and there is no "employee benefit plan" with respect to which the aggregate amount of such general account's reserves and liabilities for the contracts held by or on behalf of such employee benefit plan and all other employee benefit plans maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTE 95-60) exceeds 10% of the total reserves and liabilities of such general account (as determined under PTE 95-60) (exclusive of separate account liabilities) plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of such Purchaser. As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA. 7. INFORMATION AS TO COMPANY. 7.1. Financial and Business Information The Company shall deliver to each holder of Notes that is an Institutional Investor: 13 (a) Quarterly Statements -- within 60 days after the end of each -------------------- quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial condition of the Company and its Subsidiaries as of the specified dates being reported on and their consolidated results of operations and cash flows for the respective periods specified, subject to changes resulting from year- end adjustments, provided that delivery within the time period specified -------- above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements -- within 120 days after the end of each fiscal ----------------- year of the Company, duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial condition of the Company and its Subsidiaries as of the specified dates being reported upon and their consolidated results of operations and cash flows for the respective periods specified and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided -------- that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (or the Company's annual report to stockholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange 14 Commission, together with such accountant's opinion, shall be deemed to satisfy the requirements of this Section 7.1(b); (c) Unrestricted Subsidiaries -- if, at the time of delivery of any ------------------------- financial statements pursuant to Section 7.1(a) or (b), Unrestricted Subsidiaries account for more than 10% of (i) the consolidated total assets of the Company and its Subsidiaries reflected in the balance sheet included in such financial statements or (ii) the consolidated net sales of the Company and its Subsidiaries reflected in the consolidated statement of income included in such financial statements, an unaudited balance sheet for all Unrestricted Subsidiaries taken as whole as at the end of the fiscal period included in such financial statements and the related unaudited statements of income, equity and cash flows for such Unrestricted Subsidiaries for such period, together with consolidating statements reflecting all eliminations or adjustments necessary to reconcile such group financial statements to the consolidated financial statements of the Company and its Subsidiaries, certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on as of the date specified and their results of operations and cash flows for the periods specified, subject, in the case of financial statements delivered pursuant to Section 7.1(a), to changes resulting from year-end adjustments; (d) SEC and Other Reports -- promptly upon their becoming available, --------------------- one copy of each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto containing information of a financial nature filed by the Company or any Restricted Subsidiary with the Securities and Exchange Commission and of all press releases and other statements concerning a Material development made available generally by the Company or any Restricted Subsidiary to the public; (e) Notice of Default or Event of Default -- promptly, and in any ------------------------------------- event within five Business Days after a Responsible Officer obtains actual knowledge of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; (f) ERISA Matters -- promptly, and in any event within five days after ------------- a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or 15 (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; (g) Notices from Governmental Authority -- promptly, and in any event ----------------------------------- within 30 days of receipt thereof, copies of any notice to the Company or any Restricted Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that would reasonably be expected to have a Material Adverse Effect; (h) Requested Information -- with reasonable promptness, such other --------------------- data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes; and (i) Supplements to Agreement -- in the event an additional series of ------------------------ Notes is, or is proposed to be, issued under this Agreement, promptly, and in any event within 10 Business Days after execution and delivery thereof, a true copy of the Supplement pursuant to which such Notes are to be, or were, issued. 7.2. Officer's Certificate. Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or (b) shall be accompanied by a certificate of a Senior Financial Officer setting forth: (a) Covenant Compliance -- the information (including detailed ------------------- calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.1 through Section 10.5, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and 16 (b) Event of Default -- a statement that such officer has reviewed the ---------------- relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Restricted Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from the failure of the Company or any Restricted Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto. 7.3. Inspection. The Company will permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default -- if no Default or Event of Default then exists, at ---------- the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Restricted Subsidiaries with the Company's officers and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Restricted Subsidiary, all at such reasonable times during business hours and as often as may be reasonably requested in writing; and (b) Default -- if a Default or Event of Default then exists, at the ------- expense of the Company and upon reasonable prior notice to the Company, to visit the principal executive office of the Company or any Restricted Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, and (with the consent of the Company, which consent will not be unreasonably withheld) independent public accountants at the Company's offices, all at such reasonable times during business hours and as often as may be reasonably requested in writing. 8. PREPAYMENT OF THE SERIES 1999-A NOTES. 8.1. Required Prepayments. The Series 1999-A Notes are subject to required prepayment on May 30, 2007 and on each May 30 thereafter to and including May 30, 2010, on which dates the Company will prepay $21,400,000 principal amount (or such lesser principal amount as shall then be outstanding) of the Series 1999-A Notes, at par, without payment of the Make-Whole Amount or any premium. 17 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any series, including the Series 1999-A Notes, in an amount not less than $2,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes of the series to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes of the series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes of a series, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes of such series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. Each such partial prepayment pursuant to Section 8.2 shall be applied first to the payment due on such Notes at final maturity and thereafter to any required prepayments on such Notes, in inverse order of maturity. 8.4. Maturity; Surrender, etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make- Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and canceled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note. 8.5. Purchase of Notes. The Company will not, and will not permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to 18 any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. 8.6. Make-Whole Amount. The term "Make-Whole Amount" means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no -------- event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: "Called Principal" means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. "Discounted Value" means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. "Reinvestment Yield" means, with respect to the Called Principal of any Note, .50% over the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as the "PX1 Screen" on the Bloomberg Financial Market Service (or such other display as may replace the PX1 Screen on Bloomberg Financial Market Service) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. "Remaining Average Life" means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal 19 by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. "Remaining Scheduled Payments" means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a -------- date on which interest payments are due to be made under the terms of the Notes in question, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1. "Settlement Date" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 9. AFFIRMATIVE COVENANTS. The Company covenants that so long as any of the Notes are outstanding: 9.1. Compliance with Law. The Company will, and will cause each Subsidiary to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 9.2. Insurance. The Company will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated. 9.3. Maintenance of Properties. The Company will, and will cause each Restricted Subsidiary to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working 20 order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Restricted - -------- Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 9.4. Payment of Taxes and Claims. The Company will, and will cause each Subsidiary to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided -------- that neither the Company nor any Subsidiary need file any such return or pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonfiling of all such returns and the nonpayment of all such taxes and assessments in the aggregate would not reasonably be expected to have a Material Adverse Effect. 9.5. Corporate Existence, etc. Subject to Section 10.5, the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.4 and 10.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each Restricted Subsidiary (unless merged into the Company or a Restricted Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. 10. NEGATIVE COVENANTS. The Company covenants that so long as any of the Notes are outstanding: 10.1. Adjusted Consolidated Net Worth. The Company will not permit Adjusted Consolidated Net Worth to be less than $300,000,000 at any time. 10.2. Indebtedness The Company will not, and will not permit any Restricted Subsidiary to, create, assume or incur or in any manner become liable for any Indebtedness, except: 21 (a) the Notes; (b) Indebtedness of the Company and its Restricted Subsidiaries outstanding as of March 31, 1999 and reflected on Schedule 5.15; (c) Indebtedness of a Restricted Subsidiary to the Company or to another Wholly-Owned Restricted Subsidiary; (d) additional unsecured Indebtedness of the Company and its Restricted Subsidiaries and additional Indebtedness of the Company and its Restricted Subsidiaries secured by Liens permitted by Sections 10.3(g) and (i), provided that at the time of incurrence thereof and after giving effect thereto and to the application of the proceeds thereof: (i) no Default or Event of Default exists and Consolidated Indebtedness does not exceed 60% of Consolidated Total Capitalization; and (ii) in the case of Indebtedness of a Restricted Subsidiary, the aggregate principal amount of all Indebtedness of Restricted Subsidiaries (other than Indebtedness permitted by Section 10.2(c)) does not exceed 45% of Consolidated Net Worth; and (iii) in the case of Indebtedness of the Company or a Restricted Subsidiary secured by Liens described in Section 10.3(i), the aggregate principal amount of all such Indebtedness so secured does not exceed 15% of Consolidated Net Worth. For all purposes of this Section 10.2, any Person that becomes a Restricted Subsidiary after the date of this Agreement shall be deemed to have incurred, at the time it becomes a Restricted Subsidiary, all Indebtedness of such Person outstanding immediately after it becomes a Restricted Subsidiary. 10.3. Liens. The Company will not, and will not permit any Restricted Subsidiary to, permit to exist, create, assume or incur, directly or indirectly, any Lien on its properties or assets, whether now owned or hereafter acquired except: (a) Liens for taxes, assessments or governmental charges not then due and payable or the nonpayment of which is permitted by Section 9.4; (b) Liens incidental to the conduct of business or the ownership of properties and assets (including landlords', lessors', carriers', warehousemen's, mechanics', materialmen's and other similar liens) and Liens to secure the performance of bids, tenders, leases or trade contracts, or to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security 22 legislation), surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money; (c) any attachment or judgment Lien, unless the judgment it secures has not, within 60 days after the entry thereof, been discharged or execution thereof stayed pending appeal, or has not been discharged within 60 days after the expiration of any such stay; (d) Liens securing Indebtedness of a Restricted Subsidiary to the Company or to another Wholly-Owned Restricted Subsidiary; (e) Liens existing on property or assets of the Company or any Restricted Subsidiary as of the date of this Agreement that are described in Schedule 10.3; (f) encumbrances in the nature of leases, subleases, zoning restrictions, easements, rights of way and other rights and restrictions of record on the use of real property, minor survey exceptions and defects in title incidental to the ownership of property or assets or to the ordinary conduct of business, which, individually and in the aggregate, do not materially impair the use or value of the property or assets subject thereto; (g) Liens (i) existing on property at the time of its acquisition by the Company or a Restricted Subsidiary and not created in contemplation thereof, whether or not the Indebtedness secured by such Lien is assumed by the Company or a Restricted Subsidiary; or (ii) on property created contemporaneously with its acquisition or construction or within 180 days of the acquisition or completion of construction thereof to secure or provide for all or a portion of the purchase price or cost of construction of such property after the date of Closing; or (iii) existing on property of a Person at the time such Person is merged or consolidated with, or becomes a Restricted Subsidiary of, or substantially all of its assets are acquired by, the Company or a Restricted Subsidiary and not created in contemplation thereof; provided -------- that, in the case of clauses (i), (ii) and (iii), such Liens do not extend to additional property of the Company or any Restricted Subsidiary and that the aggregate principal amount of Indebtedness secured by each such Lien does not exceed the lesser of the cost of acquisition or construction or the fair market value (as determined in good faith by one or more officers to whom authority to enter into the transaction has been delegated by the Board of Directors of the Company) of the property subject thereto; (h) Liens resulting from extensions, renewals or replacements of Liens permitted by paragraphs (e) and (g), provided that (i) there is no increase in the principal amount or decrease in maturity of the Indebtedness secured thereby at the time of such extension, renewal or replacement, (ii) any new Lien attaches only to the same property theretofore subject to such earlier Lien and (iii) immediately after such extension, renewal or replacement no Default or Event of Default would exist; and (i) Additional Liens securing Indebtedness not otherwise permitted by paragraphs (a) through (h) above, provided that, at the time of creation, assumption or 23 incurrence thereof and immediately after giving effect thereto and to the application of the proceeds therefrom, such Indebtedness is permitted by Section 10.2(d)(iii). 10.4. Sale of Assets. Except as permitted by Section 10.5, the Company will not, and will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of, including by way of merger (collectively a "Disposition"), any assets, including capital stock of Restricted Subsidiaries, in one or more transactions, to any Person, other than (a) Dispositions in the ordinary course of business, (b) Dispositions by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or another Restricted Subsidiary or (c) Dispositions not otherwise permitted by this Section 10.4, provided that the aggregate net book value of all assets so disposed of in any fiscal year pursuant to this Section 10.4(c) does not exceed 10% of Consolidated Total Assets as of the end of the immediately preceding fiscal year. Notwithstanding the foregoing, the Company may, or may permit any Restricted Subsidiary to, make a Disposition and the assets subject to such Disposition shall not be subject to or included in the foregoing limitation and computation contained in clause (c) of the preceding sentence to the extent that (x) such assets are leased back by the Company or any Restricted Subsidiary, as lessee, within 180 days of the original acquisition or construction thereof by the Company or such Restricted Subsidiary, or (y) the net proceeds from such Disposition are within 180 days of such Disposition (A) reinvested in productive assets by the Company or a Restricted Subsidiary consistent with Section 10.8 or (B) applied to the payment or prepayment of any outstanding Indebtedness of the Company or any Restricted Subsidiary that is not subordinated to the Notes. Any prepayment of Notes pursuant to this Section 10.4 shall be in accordance with Sections 8.2 and 8.3, without regard to the minimum prepayment requirements of Section 8.2. 10.5. Mergers, Consolidations, etc. The Company will not, and will not permit any Restricted Subsidiary to, consolidate with or merge with any other Person or convey, transfer, sell or lease all or substantially all of its assets in a single transaction or series of transactions to any Person except that: (a) The Company may consolidate or merge with any other Person or convey, transfer, sell or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, provided that: (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer, sale or lease of all or substantially all of the assets of the Company as an entirety, as the case may be, shall be a solvent corporation organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and, if the Company is not such corporation, such corporation (x) shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (y) shall have caused to be delivered to each holder of any Notes an opinion of independent counsel reasonably satisfactory to the Required 24 Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; (ii) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer, sale or lease all or substantially all of the assets of the Company as an entirety, as the case may be, could incur immediately thereafter $1.00 of additional Indebtedness pursuant to Section 10.2(d); (iii) immediately before and after giving effect to such transaction, no Default or Event of Default shall exist; and (b) Any Restricted Subsidiary may (x) merge into the Company (provided that the Company is the surviving corporation) or another Wholly-Owned Restricted Subsidiary or (y) sell, transfer or lease all or any part of its assets to the Company or another Wholly-Owned Restricted Subsidiary, or (z) merge or consolidate with, or sell, transfer or lease all or substantially all of its assets to, any Person in a transaction that is permitted by Section 10.4 or, as a result of which, such Person becomes a Restricted Subsidiary; provided in each instance set forth in -------- clauses (x) through (z) that, immediately before and after giving effect thereto, there shall exist no Default or Event of Default; No such conveyance, transfer, sale or lease of all or substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation that shall theretofore have become such in the manner prescribed in this Section 10.5 from its liability under this Agreement or the Notes. 10.6. Disposition of Stock of Restricted Subsidiaries. The Company (i) will not permit any Restricted Subsidiary to issue its capital stock, or any warrants, rights or options to purchase, or securities convertible into or exchangeable for, such capital stock, to any Person other than the Company or another Wholly-Owned Restricted Subsidiary, and (ii) will not, and will not permit any Restricted Subsidiary to, sell, transfer or otherwise dispose of any shares of capital stock of a Restricted Subsidiary if such sale would be prohibited by Section 10.4. If a Restricted Subsidiary at any time ceases to be such as a result of a sale or issuance of its capital stock, any Liens on property of the Company or any other Restricted Subsidiary securing Indebtedness owed to such Restricted Subsidiary, which is not contemporaneously repaid, together with such Indebtedness, shall be deemed to have been incurred by the Company or such other Restricted Subsidiary, as the case may be, at the time such Restricted Subsidiary ceases to be a Restricted Subsidiary. 10.7. Designation of Unrestricted and Restricted Subsidiaries. The Company may designate any Restricted Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Restricted Subsidiary; provided that, (a) if such Subsidiary initially is a Restricted Subsidiary, then such Restricted Subsidiary may be subsequently designated as an Unrestricted Subsidiary and such Unrestricted Subsidiary may be 25 subsequently designated as a Restricted Subsidiary, but no further changes in designation may be made, (b) if such Subsidiary initially is an Unrestricted Subsidiary, then such Unrestricted Subsidiary may be subsequently designated as a Restricted Subsidiary and such Restricted Subsidiary may be subsequently designated as an Unrestricted Subsidiary, but no further changes in designation may be made, and (c) immediately before and after designation of a Restricted Subsidiary as an Unrestricted Subsidiary there exists no Default or Event of Default. 10.8. Nature of Business. The Company will not, and will not permit any Restricted Subsidiary to, engage in any business if, as a result, the general nature of the business in which the Company and its Restricted Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Restricted Subsidiaries, taken as a whole, are engaged on the date of this Agreement. 10.9. Transactions with Affiliates. The Company will not and will not permit any Restricted Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Restricted Subsidiary), except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable in a comparable arm's-length transaction with a Person not an Affiliate. 11. EVENTS OF DEFAULT. An "Event of Default" shall exist if any of the following conditions or events shall occur and be continuing: (a) the Company defaults in the payment of any principal or Make- Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or (b) the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or (c) the Company defaults in the performance of or compliance with any term contained in Sections 10.2, 10.4 or 10.5; or (d) the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note; or (e) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or in any writing furnished 26 in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or (f) (i) the Company or any Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest aggregating $100,000 or more on any Indebtedness that is outstanding in an aggregate principal amount in excess of 5% of Adjusted Consolidated Net Worth (as of the end of the most recently completed fiscal period of the Company) beyond any period of grace provided with respect thereto or (ii) the Company or any Significant Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness that is outstanding in an aggregate principal amount in excess of 5% of Adjusted Consolidated Net Worth (as of the end of the most recently completed fiscal period of the Company) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment; or (g) the Company or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or (h) a court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Company or any Significant Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any Significant Subsidiary, or any such petition shall be filed against the Company or any Significant Subsidiary and such petition shall not be dismissed within 60 days; or (i) a final judgment or judgments for the payment of money aggregating 5% or more of Adjusted Consolidated Net Worth (as of the end of the most recently completed fiscal period of the Company) are rendered against one or more of the Company and its Significant Subsidiaries, which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or (j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or 27 extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall equal or exceed 5% of Adjusted Consolidated Net Worth (as of the end of the most recently completed fiscal period of the Company), (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect. As used in Section 11(j), the terms "employee benefit plan" and "employee welfare benefit plan" shall have the respective meanings assigned to such terms in Section 3 of ERISA. 12. REMEDIES ON DEFAULT, ETC. 12.1. Acceleration. (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by 28 applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances. 12.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. 12.3. Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of more than 50% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 12.4. No Waivers or Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys' fees, expenses and disbursements. 29 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES. 13.1. Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor, promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. 13.2. Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note established for such series. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder - -------- of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2. 13.3. Replacement of Notes. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note -------- is, or is a nominee for, an original Purchaser or another Institutional Investor holder of a Note with a minimum net worth of at least $50,000,000, such Person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or 30 (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon. 14. PAYMENTS ON NOTES. 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in Chicago, Illinois at the principal office of Bank of America in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction. 14.2. Home Office Payment. So long as you or your nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below your name in Schedule A, or by such other method or at such other address as you shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this Section 14.2. 15. EXPENSES, ETC. 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys' fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes 31 (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by you). 15.2. Survival. The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement. 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. 17. AMENDMENT AND WAIVER. 17.1. Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the 32 holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20. 17.2. Solicitation of Holders of Notes. (a) Solicitation. The Company will provide each holder of the Notes ------------ (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes. (b) Payment. The Company will not directly or indirectly pay or cause ------- to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes or any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment. 17.3. Binding Effect, etc. Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term "this Agreement" or "the Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented. 17.4. Notes held by Company, etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding. 33 18. NOTICES. All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent: (i) if to you or your nominee, to you or it at the address specified for such communications in Schedule A, or at such other address as you or it shall have specified to the Company in writing, (ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or (iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of Senior Financial Officer, or at such other address as the Company shall have specified to the holder of each Note in writing. Notices under this Section 18 will be deemed given only when actually received. 19. REPRODUCTION OF DOCUMENTS. This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and you may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. 20. CONFIDENTIAL INFORMATION. For the purposes of this Section 20, "Confidential Information" means information delivered to you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified in writing when received by you as being confidential information of the Company or such Subsidiary, provided that such -------- term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by you or any person acting on your behalf, (c) otherwise becomes 34 known to you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to you under Section 7.1 that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you, provided that you may deliver or disclose Confidential Information to (i) your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over you, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. 21. SUBSTITUTION OF PURCHASER. You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word "you" is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word "you" is used in this Agreement (other than in this Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement. 35 22. MISCELLANEOUS. 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not. 22.2. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day. 22.3. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. 22.4. Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 22.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 22.6. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. 36 If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, APTARGROUP, INC. By: /s/ Stephen J. Hagge ---------------------------------- Name: Stephen J. Hagge -------------------------------- Title: Executive Vice President and -------------------------------- CFO, Secretary and Treasurer -------------------------------- S-1 The foregoing is agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Mary Ann McCarthy ---------------------------- Name: Mary Ann McCarthy ---------------------------- Title: Managing Director ---------------------------- C.M. LIFE INSURANCE COMPANY By: /s/ Mary Ann McCarthy ---------------------------- Name: Mary Ann McCarthy ---------------------------- Title: Investment Officer ---------------------------- GENERAL AMERICAN LIFE INSURANCE COMPANY BY: CONNING ASSET MANAGEMENT COMPANY By: /s/ Laura R. Caro ---------------------------- Name: Laura R. Caro ---------------------------- Title: Senior Vice President ---------------------------- GENERAL AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT 9 BY: CONNING ASSET MANAGEMENT COMPANY By: /s/ Laura R. Caro ---------------------------- Name: Laura R. Caro ---------------------------- Title: Senior Vice President ---------------------------- RGA REINSURANCE COMPANY BY: CONNING ASSET MANAGEMENT COMPANY By: /s/ Laura R. Caro ---------------------------- S-2 Name: Laura R. Caro ---------------------------- Title: Senior Vice President ---------------------------- COVA FINANCIAL LIFE INSURANCE COMPANY BY: CONNING ASSET MANAGEMENT COMPANY By: /s/ Laura R. Caro ---------------------------- Name: Laura R. Caro ---------------------------- Title: Senior Vice President ---------------------------- COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY BY: CONNING ASSET MANAGEMENT COMPANY By: /s/ Laura R. Caro ---------------------------- Name: Laura R. Caro ---------------------------- Title: Senior Vice President ---------------------------- WASHINGTON UNIVERSITY BY: CONNING ASSET MANAGEMENT COMPANY By: /s/ Laura R. Caro ---------------------------- Name: Laura R. Caro ---------------------------- Title: Senior Vice President ---------------------------- SUN LIFE ASSURANCE COMPANY OF CANADA By: /s/ John N. Whelihan ---------------------------- Name: John N. Whelihan ---------------------------- Title: Vice President, U.S. Private ---------------------------- Placements - for President ---------------------------- S-3 By: /s/ Julia H. Holloway ------------------------------ Name: Julia H. Holloway ------------------------------ Title: Senior Counsel - for Secretary ------------------------------ STATE FARM LIFE INSURANCE COMPANY By: /s/ Lyle Triebwasser By: /s/ Larry Rottunda ------------------------------ ------------------------------ Name: Lyle Triebwasser Name: Larry Rottunda ------------------------------ ------------------------------ Title: Senior Investment Officer Title: Assistant Secretary ------------------------------ ------------------------------ NATIONWIDE INDEMNITY COMPANY By: /s/ Mark W. Poeppelman ------------------------------ Name: Mark W. Poeppelman ------------------------------ Title: Authorized Signatory ------------------------------ AMCO INSURANCE COMPANY By: /s/ Mark W. Poeppelman ------------------------------ Name: Mark W. Poeppelman ------------------------------ Title: Authorized Signatory ------------------------------ NATIONWIDE LIFE INSURANCE COMPANY By: /s/ Mark W. Poeppelman ------------------------------ Name: Mark W. Poeppelman ------------------------------ Title: Authorized Signatory ------------------------------ LUTHERAN BROTHERHOOD By: /s/ Mark O. Swenson ------------------------------ Name: Mark O. Swenson ------------------------------ Title: Assistant Vice President ------------------------------ S-4 MUTUAL TRUST LIFE INSURANCE COMPANY BY: ADVANTUS CAPITAL MANAGEMENT, INC. By: /s/ Dianne Orbison ------------------------------ Name: Dianne Orbison ------------------------------ Title: Vice President ------------------------------ NATIONAL TRAVELERS LIFE COMPANY BY: ADVANTUS CAPITAL MANAGEMENT, INC. By: /s/ Dianne Orbison ------------------------------ Name: Dianne Orbison ------------------------------ Title: Vice President ------------------------------ GUARANTEE RESERVE LIFE INSURANCE COMPANY BY: ADVANTUS CAPITAL MANAGEMENT, INC. By: /s/ Dianne Orbison ------------------------------ Name: Dianne Orbison ------------------------------ Title: Vice President ------------------------------ PIONEER MUTUAL LIFE INSURANCE COMPANY BY: ADVANTUS CAPITAL MANAGEMENT, INC. By: /s/ Dianne Orbison ------------------------------ Name: Dianne Orbison ------------------------------ Title: Vice President ------------------------------ THE CATHOLIC AID ASSOCIATION BY: ADVANTUS CAPITAL MANAGEMENT, INC. By: /s/ Loren Haugland ------------------------------ Name: Loren Haugland ------------------------------ Title: Vice President ------------------------------ S-5 GREAT WESTERN INSURANCE COMPANY BY: ADVANTUS CAPITAL MANAGEMENT, INC. By: /s/ Loren Haugland ------------------------------ Name: Loren Haugland ------------------------------ Title: Vice President ------------------------------ PROTECTED HOME MUTUAL LIFE INSURANCE COMPANY BY: ADVANTUS CAPITAL MANAGEMENT, INC. By: /s/ Loren Haugland ------------------------------ Name: Loren Haugland ------------------------------ Title: Vice President ------------------------------ AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Phillip Hannifan ------------------------------ Name: Phillip Hannifan ------------------------------ Title: Investment Director ------------------------------ TMG LIFE INSURANCE COMPANY By: /s/ Constance L. Keller ------------------------------ Name: Constance L. Keller ------------------------------ Title: Director, Private Placements ------------------------------ By: /s/ Michael J. Steppe ------------------------------ Name: Michael J. Steppe ------------------------------ Title: Senior Vice President ------------------------------ S-6 SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $15,500,000 Register Notes in the name of: Massachusetts Mutual Life Insurance Company (1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as AptarGroup, Inc., 6.62% Series 1999-A Senior Notes due 2011, interest and principal) to: Citibank, N.A. 111 Wall Street New York, NY 10043 ABA No. 021000089 For MassMutual Long-Term Pool Account No. 4067-3488 Re: AptarGroup, Inc. 6.62% Series 1999-A Senior Notes due 2011, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of Massachusetts Mutual Life Insurance Company at (413) 744-3561 (2) All notices and communications (except notices with respect to payments) to: Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Attn: Securities Investment Division (3) Notices with respect to payments: Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Attention: Securities Custody and Collection Department F 381 Tax ID #04-1590850 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $2,500,000 Register Notes in the name of: Massachusetts Mutual Life Insurance Company (1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as AptarGroup, Inc., 6.62% Series 1999-A Senior Notes due 2011, interest and principal) to: Chase Manhattan Bank, N.A. 4 Chase MetroTech Center New York, NY 10081 ABA No. 021000021 For MassMutual Pension Management Account No. 910-2594018 Re: AptarGroup, Inc. 6.62% Series 1999-A Senior Notes due 2011, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of Massachusetts Mutual Life Insurance Company at (413) 744-3561 (2) All notices and communications (except notices with respect to payments) to: Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Attn: Securities Investment Division (3) Notices with respect to payments: Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Attention: Securities Custody and Collection Department F 381 Tax ID #04-1590850 2 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- C.M. LIFE INSURANCE COMPANY $2,000,000 Register Notes in the name of: C.M. Life Insurance Company (1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as AptarGroup, Inc., 6.62% Series 1999-A Senior Notes due 2011, interest and principal) to: Citibank, N.A. 111 Wall Street New York, NY 10043 ABA No. 021000089 For Segment 43 - Universal Life Account No. 4068-6561 Re: AptarGroup, Inc. 6.62% Series 1999-A Senior Notes due 2011, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of Massachusetts Mutual Life Insurance Company at (413) 744-3561 (2) All notices and communications (except notices with respect to payments) to: C.M. Life Insurance Company c/o Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Attn: Securities Investment Division (3) Notices with respect to payments: C.M. Life Insurance Company c/o Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Attention: Securities Custody and Collection Department F 381 Tax ID #06-1041383 3 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- GENERAL AMERICAN LIFE INSURANCE COMPANY $3,000,000 Register Notes in the name of: GALICO (1) Wire transfer information: General American Life Insurance Company c/o The Bank of New York ABA #021000018 BNF: IOC566 Attn: P&I Department (2) Notices regarding payments: Conning Asset Management GALICO Attn: Investment Accounting AND c/o The Bank of New York P.O. Box 418 P.O. Box 19266 St. Louis, MO 63166 Newark, NJ 07195 (3) All other notices: Conning Asset Management GALICO Attn: Securities Division AND c/o The Bank of New York P.O. Box 396 P.O. Box 19266 St. Louis, MO 63166 Newark, NJ 07195 (4) Deliver original Note to: The Bank of New York Attn: Free Receive One Wall Street, 5th Floor New York, NY 10004 For the account of General American Life Insurance Company, General Account #128800 If there is a problem, call Lucille Del Terzo at The Bank of New York (212) 495-2404. Tax I.D. #43-0285930 4 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- GENERAL AMERICAN LIFE INSURANCE COMPANY, $1,000,000 SEPARATE ACCOUNT 9 Register Notes in the name of: General American Life Insurance Company, Separate Account 9 (1) Wire transfer information: General American Life Insurance Company c/o The Bank of New York ABA #021000018 BNF: IOC566 Attn: P&I Department (2) Notices regarding payments: Conning Asset Management General American Life Insurance Company Attn: Investment Accounting AND c/o The Bank of New York P.O. Box 418 P.O. Box 19266 St. Louis, MO 63166 Newark, NJ 07195 (3) All other notices: Conning Asset Management General American Life Insurance Company Attn: Securities Division AND c/o The Bank of New York P.O. Box 396 P.O. Box 19266 St. Louis, MO 63166 Newark, NJ 07195 (4) Deliver original Note to: The Bank of New York Attn: Free Receive One Wall Street, 5th Floor New York, NY 10004 For the account of General American Life Insurance Company, Separate Account 9, Account #127703 If there is a problem, call Lucille Del Terzo at The Bank of New York (212) 495-2404. Tax I.D. #43-0285930 5 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- RGA REINSURANCE COMPANY $5,000,000 Register Notes in the name of: RGA Reinsurance Company (1) Wire transfer information: General American Life Insurance Company c/o The Bank of New York ABA #021000018 BNF: IOC566 Attn: P&I Department (2) Notices regarding payments: Conning Asset Management General American Life Insurance Company Attn: Investment Accounting AND c/o The Bank of New York P.O. Box 418 P.O. Box 19266 St. Louis, MO 63166 Newark, NJ 07195 (3) All other notices: Conning Asset Management General American Life Insurance Company Attn: Securities Division AND c/o The Bank of New York P.O. Box 396 P.O. Box 19266 St. Louis, MO 63166 Newark, NJ 07195 (4) Deliver original Note to: The Bank of New York Attn: Free Receive One Wall Street, 5th Floor New York, NY 10004 For the account of RGA Reinsurance Company, Account #127709 If there is a problem, call Lucille Del Terzo at The Bank of New York (212) 495-2404. Tax I.D. #43-1235868 6 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- COVA FINANCIAL LIFE INSURANCE COMPANY $1,000,000 Register Notes in the name of: ELL & CO. (1) Wire transfer information: NORTHERN CHGO/Trust ABA #071000152 Credit wire account #5186041000 Account 26-88761/COVA Financial (2) Notices regarding payments: Conning Asset Management COVA Financial Life Insurance Co. Attn: Investment Accounting AND c/o The Northern Trust Company P.O. Box 418 P.O. Box 92996 St. Louis, MO 63166 Chicago, IL 60675 (3) All other notices: Conning Asset Management COVA Financial Life Insurance Co. Attn: Securities Division AND c/o The Northern Trust Company P.O. Box 396 P.O. Box 92996 St. Louis, MO 63166 Chicago, IL 60675 (4) Deliver original Note to: The Northern Trust Company 40 Broad Street, 8th Floor New York, NY 10004 For the account of COVA Financial Life Insurance Company, Account #26-88761 Tax I.D. #36-6412623 7 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY $6,000,000 Register Notes in the name of: ELL & CO. (1) Wire transfer information: NORTHERN CHGO/Trust ABA #071000152 Credit wire account #5186041000 Account 26-02881/COVA Financial (2) Notices regarding payments: Conning Asset Management COVA Financial Services Life Insurance Co. Attn: Investment Accounting AND c/o The Northern Trust Company P.O. Box 418 P.O. Box 92996 St. Louis, MO 63166 Chicago, IL 60675
(3) All other notices: Conning Asset Management COVA Financial Services Life Insurance Co. Attn: Securities Division AND c/o The Northern Trust Company P.O. Box 396 P.O. Box 92996 St. Louis, MO 63166 Chicago, IL 60675
(4) Deliver original Note to: The Northern Trust Company 40 Broad Street, 8th Floor New York, NY 10004 For the account of COVA Financial Services Life Insurance Company, Account #26-02881 Tax I.D. #36-6412623 8 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- WASHINGTON UNIVERSITY $2,000,000 Register Notes in the name of: PITT & CO. (1) Wire transfer information: Bankers Trust Company ABA 221 001 033 For account 99-401-399 Reference: 038336 A@ 2, Washington University, for Account 190146 Attn: Veatrice Parker/Asset Collection (2) Notices regarding payments: Conning Asset Management Joel Collier Attn: Investment Accounting AND BT Services Tennessee, Inc. P.O. Box 418 648 Grassmere Park Rd. St. Louis, MO 63166 Nashville, TN 37211 (3) All other notices: Conning Asset Management Joel Collier Attn: Securities Division AND BT Services Tennessee, Inc. P.O. Box 396 648 Grassmere Park Rd. St. Louis, MO 63166 Nashville, TN 37211 (4) Deliver original Note to: Bankers Trust Company Attn: Receive Cage 16 Wall Street, 4th Floor, Window 44 New York, NY 10015 For the account of Washington University, Account 190146 Tax I.D. #13-6064419 9 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- SUN LIFE ASSURANCE COMPANY OF CANADA $6,000,000 4,000,000 2,500,000 2,000,000 500,000 1,000,000 1,000,000 Register Notes in the name of: Sun Life Assurance Company of Canada (1) Wire transfers of principal and interest with regard to the Notes: Bank of New York P&I Department ABA #021-000-018 Account #: IOC 566 Re: AptarGroup, Inc. For Further Credit: IOC 566 All wire transfers are to be accompanied by the PPN (038336 A@ 2) and by the source and the principal and interest application of the funds. (2) Written notice of each routine payment and any audit confirmation is to be sent to: Sun Life Assurance Company of Canada Three Sun Life Executive Park Wellesley Hills, MA 02481 Attention: Manager, Securities Accounting, SC 3327 (3) All other notices and correspondence, including notices of non-routine payments, are to be forwarded to: Sun Life Assurance Company of Canada One Sun Life Executive Park Wellesley Hills, MA 02481 Attention: Investment Division/Private Placements, SC 1303 10 Schedule A (4) Deliver Notes to: Linda R. Guillette Sun Life Assurance Company of Canada One Sun Life Executive Park, SC 1303 Wellesley Hills, MA 02481 Tax I.D. #38-1082080 11 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- STATE FARM LIFE INSURANCE COMPANY $15,000,000 Register Notes in the name of: State Farm Life Insurance Company (1) Wire Transfer Instructions: The Chase Manhattan Bank ABA No. 021000021 SSG Private Income Processing A/C #900-9-000200 For Credit To Account Number G 06893 Ref. PPN: 038336 A@ 2 Rate: 6.62% Maturity Date: May 30, 2011 (2) Send notices (as well as a photocopy of the original security) to: State Farm Life Insurance Company Investment Dept. E-10 One State Farm Plaza Bloomington, IL 61710 (3) Send confirms to: State Farm Life Insurance Company Investment Accounting Dept. D-3 One State Farm Plaza Bloomington, IL 61710 (4) Send the original security (via registered mail) to: Chase Manhattan Bank Attn: Barbara Walsh (North America Insurance) 3 Chase Metrotech Center-6th Floor Brooklyn, New York 11245 (5) Send an additional copy of the original security plus an original set of closing documents and two conformed copies of the Note Purchase Agreement to: 12 Schedule A State Farm Insurance Companies One State Farm Plaza E-8 Bloomington, Illinois 61710 Attn: Investment Legal E-8 Larry Rottunda, Investment Counsel Tax I.D. #37-0533090 13 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- NATIONWIDE INDEMNITY COMPANY $7,000,000 Register Notes in the name of: Nationwide Indemnity Company (1) Wiring instructions: The Bank of New York ABA #021-000-018 BNF: IOC566 F/A/O Nationwide Indemnity Company Attn: P&I Department PPN: 038336 A@ 2 AptarGroup, Inc. 6.62% Senior Notes, Series 1999-A, due May 30, 2011 (2) All notices of payment on or in respect to the security should be sent to: Nationwide Indemnity Company Nationwide Indemnity Company c/o The Bank of New York With a Attn: Investment Accounting P.O. Box 19266 copy to: One Nationwide Plaza (1-32-05) Attn: P&I Department Columbus, Ohio 43215-2220 Newark, NJ 07195
(3) Send notices and communications to: Nationwide Indemnity Company One Nationwide Plaza (1-33-07) Columbus, Ohio 43215-2220 Attention: Corporate Fixed-Income Securities (4) Deliver original note to: The Bank of New York One Wall Street 3rd Floor - Window A New York, NY 10286 F/A/O Nationwide Indemnity Company Acct. #264234 Tax I.D. #31-1399201 14 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- AMCO INSURANCE COMPANY $1,000,000 Register Notes in the name of: AMCO Insurance Company (1) Wiring instructions: The Bank of New York ABA #021-000-018 BNF: IOC566 F/A/O AMCO Insurance Company Attn: P&I Department PPN: 038336 A@ 2 AptarGroup, Inc. 6.62% Senior Notes, Series 1999-A, due May 30, 2011 (2) All notices of payment on or in respect to the security should be sent to: AMCO Insurance Company AMCO Insurance Company c/o The Bank of New York With a Attn: Investment Accounting P.O. Box 19266 copy to: One Nationwide Plaza (1-32-05) Attn: P&I Department Columbus, Ohio 43215-2220 Newark, NJ 07195
(3) Send notices and communications to: AMCO Insurance Company One Nationwide Plaza (1-33-07) Columbus, Ohio 43215-2220 Attention: Corporate Fixed-Income Securities (4) Deliver original note to: The Bank of New York One Wall Street 3rd Floor - Window A New York, NY 10286 F/A/O AMCO Insurance Co. Acct. #000611 Tax I.D. #42-6054959 15 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- NATIONWIDE LIFE INSURANCE COMPANY $2,000,000 Register Notes in the name of: Nationwide Life Insurance Company (1) Wiring instructions: The Bank of New York ABA #021-000-018 BNF: IOC566 F/A/O Nationwide Life Insurance Company Attn: P&I Department PPN: 038336 A@ 2 AptarGroup, Inc. 6.62% Senior Notes, Series 1999-A, due May 30, 2011 (2) All notices of payment on or in respect to the security should be sent to: Nationwide Life Insurance Company Nationwide Life Insurance Company c/o The Bank of New York With a Attn: Investment Accounting P.O. Box 19266 copy to: One Nationwide Plaza (1-32-05) Attn: P&I Department Columbus, Ohio 43215-2220 Newark, NJ 07195
(3) Send notices and communications to: Nationwide Life Insurance Company One Nationwide Plaza (1-33-07) Columbus, Ohio 43215-2220 Attention: Corporate Fixed-Income Securities (4) Deliver original note to: The Bank of New York One Wall Street 3rd Floor - Window A New York, NY 10286 F/A/O Nationwide Life Insurance Co. Acct. #267829 Tax I.D. #31-4156830 16 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- LUTHERAN BROTHERHOOD $10,000,000 Register Notes in the name of: Lutheran Brotherhood (1) Payments to: By wire: Norwest Bank Minnesota, N.A. ABA #091000019 For Credit to Trust Clearing Account #0000840245 Attn: Sarah Corcoran For Credit to: Lutheran Brotherhood Acct. No.: 12651300 By mail: Lutheran Brotherhood Norwest Bank Minnesota, N.A. P.O. Box 1450 NW9919 Minneapolis, MN 55485 All payments must include the following information: A/C Lutheran Brotherhood Account No.: 12651300 AptarGroup, Inc. 6.62% Senior Notes, Series 1999-A, due May 30, 2011 Private Placement Number: 038336 A@ 2 Reference Purpose of Payment Interest and/or Principal Breakdown (2) Notices of payments and written confirmation of such wire transfers to: Lutheran Brotherhood Attn: Investment Accounting/Trading Administrator 625 Fourth Avenue South 10th Floor Minneapolis, MN 55415 17 Schedule A (3) All other communications to: Lutheran Brotherhood Attn: Investment Division 625 Fourth Avenue South Minneapolis, MN 55415 Telecopier: (612) 340-5776 (4) Deliver original note to: Norwest Bank Minnesota, N.A. 733 Marquette Avenue Attn: Client Services - Sarah Corcoran 5th Floor, Window 1 Investors Building Minneapolis, MN 55479-0051 Telecopier: (612) 667-0550 With a copy to the Lutheran Brotherhood in-house attorney. Tax I.D. #41-0385700 18 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- MUTUAL TRUST LIFE INSURANCE COMPANY $2,000,000 Register Notes in the name of: ELL & CO. (1) All payments on account of the Notes shall be made by wire transfer of immediately available funds to: The Northern Chgo/Trust ABA #071-000-152 For credit to: Account Number 5186041000 For further credit to: Mutual Trust Life Insurance Company Account Number: 26-00621 Attn: Income Collections Reference sufficient information to identify the source and application of such funds. (2) All notices and statements should be sent to the following address: Mutual Trust Life Insurance Company c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator (3) Deliver original Note to: Northern Trust Company of New York 40 Broad Street, 8th Floor New York, NY 10004 Attn: Settlements for Account #26-00621, Mutual Trust Life Ins. Company Tax I.D. #36-1516780 19 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- NATIONAL TRAVELERS LIFE COMPANY $1,000,000 Register Notes in the name of: VAR & CO. (1) All payments on account of the Notes shall be made by wire transfer of immediately available funds to: U.S. Bank, N.A. Minneapolis, MN ABA #091-000-022 For credit to: U.S. Bank Trust, N.A. Account Number: 180121167365, TSU: 47300050 For further credit to: National Travelers Life Company Account Number: 12609110 Attn: Juleah Foss (651) 244-5958 Reference sufficient information to identify the source and application of such funds. (2) All notices and statements should be sent to the following address: National Travelers Life Company c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator (3) Deliver original Note to: U.S. Bank Trust, N.A. 180 East Fifth Street St. Paul, MN 55101 Attn: Connie Kemp (SPFT 0901) Tax I.D. #42-0432940 20 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- GUARANTEE RESERVE LIFE INSURANCE COMPANY $1,000,000 Register Notes in the name of: GANT & CO. (1) All payments on account of the Notes shall be made by wire transfer of immediately available funds to: Mercantile National Bank of Indiana Hammond, IN ABA #071-912-813 For credit to: Guarantee Reserve Life Insurance Company Attn: Trust Department, Geneva DeVine Account Number: 287000 Reference sufficient information to identify the source and application of such funds. (2) All notices and statements should be sent to the following address: Guarantee Reserve Life Insurance Company c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator (3) Deliver original Note to: Mercantile National Bank of Indiana Ref: Guarantee Reserve Life Insurance Company 5243 Hohman Avenue Hammond, IN 46320 Tax I.D. #35-0815760 21 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- PIONEER MUTUAL LIFE INSURANCE COMPANY $1,000,000 Register Notes in the name of: POLLY & CO. (1) All payments on account of the Notes shall be made by wire transfer of immediately available funds to: Polly & Co. c/o The Bank of New York ABA #021-000-018 BNF: IOC566 Attn: P&I Dept., Robert Hoover Reference sufficient information to identify the source and application of such funds. (2) All notices and statements should be sent to the following address: Pioneer Mutual Life Insurance Company c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator (3) Deliver original Note to: The Bank of New York One Wall Street - 3rd Floor - Window A New York, NY 10005 Account: NCT & Co. Fargo, #270576 Attention: Christine Burke Telephone: (212) 635-4549 With reference to "FREE DELIVERY" Tax I.D. #45-0220640 22 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- THE CATHOLIC AID ASSOCIATION $1,000,000 Register Notes in the name of: VAR & CO. (1) All payments on account of the Notes shall be made by wire transfer of immediately available funds to: U.S. Bank, N.A. Minneapolis, MN ABA #091-000-022 For credit to: U.S. Bank Trust, N.A. Account Number: 180121167365, TSU: 47300050 For further credit to: Catholic Aid Association (The) Account Number: 12614950 Attn: Juleah Foss (651) 244-5958 Reference sufficient information to identify the source and application of such funds. (2) All notices and statements should be sent to the following address: Catholic Aid Association (The) c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator (3) Deliver original Note to: U.S. Bank Trust, N.A. 180 East Fifth Street St. Paul, MN 55101 Attn: Marilyn Goldberg (SPFT 0901) Tax I.D. #41-0182070 23 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- GREAT WESTERN INSURANCE COMPANY $500,000 Register Notes in the name of: Zions First National Bank for Great Western Insurance Company (1) All payments on account of the Notes shall be made by wire transfer of immediately available funds to: Zions First National Bank Salt Lake City, UT ABA #124-0000-54 For credit to: Great Western Insurance Company, Account Number: 80- 00005-2 Reference sufficient information to identify the source and application of such funds. Any checks (in lieu of wire transfer) should be sent to the following address: Zions First National - Bank Trust Department P.O. Box 30880 Salt Lake City, UT 84130 Ref: Great Western Insurance Company (2) All notices and statements should be sent to the following address: Great Western Insurance Company c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator (3) Deliver original Note to: Great Western Insurance Company Attn: Fred Meese 3434 Washington Boulevard Ogden, UT 84401 Tax I.D. #87-0395954 24 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- PROTECTED HOME MUTUAL LIFE INSURANCE COMPANY $500,000 Register Notes in the name of: Norwest Bank MN as Custodian for Protected Home Mutual Life Insurance Co. (1) All payments on account of the Notes shall be made by wire transfer of immediately available funds to: Norwest Bank Minnesota, N.A. ABA No. 091-000-019 BNF=Norwest Trust Clearing Mpls BNFA=0840245 OBI=FFC to: Norwest Client Acct. No. 13371700 Norwest Client Account Name: Protected Home Mutual Life Insurance Company Reference sufficient information to identify the source and application of such funds. (2) All notices and statements should be sent to the following address: Protected Home Mutual Life Insurance Company c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101 Attn: Client Administrator (3) Deliver original Note to: Norwest Bank MN, N.A. 733 Marquette Ave. Lower Level 1 Security Control and Transfer Minneapolis, MN 55479-0051 Attn: Terrie Loosen (612) 667-0540 Tax I.D. #25-0740310 25 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- AMERICAN FAMILY LIFE INSURANCE COMPANY $5,000,000 Register Notes in the name of: BAND & CO. (1) All payments in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: Firstar Bank Milwaukee, N.A. Account of Firstar Trust Company ABA #075000022 For Credit to Account #112-950-027 Trust Account 000018012500 for AFLIC-Traditional Portfolio Attn: Accounting Department Each such wire transfer shall set forth the name of the Company, the full title (including the coupon rate and final maturity date) of the Notes, and the due date and application among principal and interest of the payment ------------------------------------------------------- being made. ---------- (2) All notices and communications, including notices with respect to payments and written confirmation of each such payment as well as quarterly and annual financial statements to: American Family Life Insurance Company 6000 American Parkway Madison, WI 53783-0001 Attn: Investment Division-Private Placements (3) Delivery of Notes to: Firstar Bank Milwaukee Robin Brahm, Manager Services 11th Floor, (414) 765-5177 777 East Wisconsin Avenue Milwaukee, WI 53202 A specimen copy of each Note to be sent to American Family Life Insurance Company Tax I.D. #39-6040365 26 Schedule A SCHEDULE A ---------- INFORMATION RELATING TO PURCHASERS Principal Amount of Name and Address of Purchaser Notes to be Purchased - ----------------------------- --------------------- TMG LIFE INSURANCE COMPANY $5,000,000 Register Notes in the name of: TMG Life Insurance Company (1) All payments on account of the Notes shall be made by wire transfer of immediately available funds to: ABA Routing Transit Number: Norwest Bank Minnesota, *(field 3400) 091000019 Beneficiary Account Number: 0000840245 (Must be 10 digits in length) Beneficiary Account Name: Trust Wire Clearing (Must be on line 2) *(field 4200) OBI FFC: I.C. 12250600 AptarGroup, Inc. PPN: 038336 A@ 2 *(field 6000) P= I= End Balance= *Federal Reserve Field Tag Numbers (2) All notices in respect of payment shall be delivered to: TMG Life Insurance Company c/o The Mutual Group (U.S.), Inc. Attn: Tamie Greenwood 401 North Executive Drive, Suite 300 Brookfield, WI 53008-0503 Telephone: (414) 641-4027 Facsimile: (414) 641-4055 (3) All other communications shall be delivered to: TMG Life Insurance Company c/o The Mutual Group (U.S.), Inc. Attn: Connie Keller 401 North Executive Drive, Suite 300 Brookfield, WI 53008-0503 Telephone: (414) 641-4027 Facsimile: (414) 641-4055 Tax I.D. #45-0208990 27 Schedule A SCHEDULE B ---------- DEFINED TERMS ------------- As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: "Adjusted Consolidated Net Worth" means, as of any date, Consolidated Net Worth on such date, but excluding the cumulative amount reflected in "accumulated other comprehensive income" reported in the consolidated total stockholders' equity of the Company and its Restricted Subsidiaries as determined in accordance with GAAP. "Affiliate" means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Company. "Business Day" means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in Chicago, Illinois or New York City are required or authorized to be closed. "Capital Lease" means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP. "Closing" is defined in Section 3. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time. "Company" means AptarGroup, Inc., a Delaware corporation. "Confidential Information" is defined in Section 20. "Consolidated Indebtedness" means, as of any date, Indebtedness of the Company and its Restricted Subsidiaries as of such date determined on a consolidated basis in accordance with GAAP. Schedule B "Consolidated Net Worth" means, as of any date, consolidated total stockholders' equity of the Company and its Restricted Subsidiaries on such date, determined in accordance with GAAP, less the amount by which outstanding Restricted Investments on such date exceed 25% of consolidated total stockholders equity of the Company and its Restricted Subsidiaries determined in accordance with GAAP. "Consolidated Total Assets" means, as of any date, the assets and properties of the Company and its Restricted Subsidiaries as of such date determined on a consolidated basis in accordance with GAAP. "Consolidated Total Capitalization" means, as of any date, the sum of Consolidated Indebtedness and Consolidated Net Worth as of such date. "Default" means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. "Default Rate" means that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2% over the rate of interest publicly announced by Bank of America in Chicago, Illinois as its "base" or "prime" rate. "Disposition" is defined in Section 10.4. "Environmental Laws" means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. "ERISA Affiliate" means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code. "Event of Default" is defined in Section 11. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "GAAP" means generally accepted accounting principles as in effect from time to time in the United States of America. 2 Schedule B "Governmental Authority" means (a) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government. "Guaranty" means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such indebtedness or obligation or any property constituting security therefor; (b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation; (c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or (d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof. In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor. "Hazardous Material" means any and all pollutants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration 3 Schedule B of which is or shall be restricted, prohibited or penalized by any applicable law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls). "holder" means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1. "Indebtedness" with respect to any Person means, at any time, without duplication, (a) its liabilities for borrowed money; (b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable and other accrued liabilities arising in the ordinary course of business, but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); (c) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases; (d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); and (e) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (d) hereof. Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (e) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP. "Institutional Investor" means (a) any original purchaser of a Note, (b) any holder of a Note holding more than $2,000,000 in aggregate principal amount of the Notes, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form. "Investments" means all investments made, in cash or by delivery of property, directly or indirectly, by any Person, in any other Person or property, whether by acquisition of shares of capital stock, indebtedness or other obligations or securities or by loan, advance, capital contribution or otherwise. "Lien" means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person 4 Schedule B (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements). "Make-Whole Amount" is defined in Section 8.6. "Material" means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Restricted Subsidiaries taken as a whole. "Material Adverse Effect" means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Restricted Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement and the Notes, or (c) the validity or enforceability of this Agreement or the Notes. "Memorandum" is defined in Section 5.3. "Multiemployer Plan" means any Plan that is a "multiemployer plan" (as such term is defined in section 4001(a)(3) of ERISA). "Notes" is defined in Section 1.1. "Officer's Certificate" means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate. "Other Purchasers" is defined in Section 2. "PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto. "Person" means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof. "Plan" means an "employee benefit plan" (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability. "property" or "properties" means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate. "Purchaser" means each purchaser listed in Schedule A. 5 Schedule B "QPAM Exemption" means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor. "Required Holders" means, at any time, the holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates). "Responsible Officer" means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this agreement. "Restricted Investments" means all Investments of the Company and its Restricted Subsidiaries, other than: (a) property or assets to be used or consumed in the ordinary course of business; (b) assets arising from the sale of goods or services in the ordinary course of business; (c) Investments in Restricted Subsidiaries or in any Person that, as a result thereof, becomes a Restricted Subsidiary; (d) Investments existing as of the date of this Agreement that are listed in the attached Schedule B-1; (e) Investments in treasury stock; (f) Investments in: (i) obligations, maturing within one year from the date of acquisition, of or fully guaranteed by (A) the United States of America or an agency thereof or (B) Canada or a province thereof; (ii) state or municipal securities having an effective maturity within one year from the date of acquisition that are rated in one of the top two rating classifications by at least one nationally recognized rating agency; (iii) certificates of deposit or banker's acceptances maturing within one year from the date of acquisition of or issued by commercial banks whose long-term unsecured debt obligations (or the long-term unsecured debt obligations of the bank holding company owning all of the capital stock of such bank) are rated in one of the top two rating classifications by at least one nationally recognized rating agency; 6 Schedule B (iv) commercial paper maturing within 270 days from the date of issuance that, at the time of acquisition, is rated in one of the top two rating classifications by at least one nationally recognized rating agency; (v) repurchase agreements, fully collateralized with obligations of the type described in clause (i), with a bank satisfying the requirements of clause (iii); (vi) money market instrument programs that are properly classified as current assets in accordance with GAAP; and (g) loans or advances made in the ordinary course of business to officers and employees (including moving expenses related to relocation) incidental to carrying on the business of the Company or a Restricted Subsidiary. "Restricted Subsidiary" means any Subsidiary (a) of which at least a majority of the voting securities are owned by the Company and/or one or more Wholly-Owned Restricted Subsidiaries and (b) that the Company has not designated an Unrestricted Subsidiary. "Securities Act" means the Securities Act of 1933, as amended from time to time. "Senior Financial Officer" means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company. "Series 1999-A Notes" is defined in Section 1.2. "Significant Subsidiary" means, as of the date of determination, any Restricted Subsidiary the assets or revenues of which account for more than 10% of Consolidated Total Assets at the end of the most recently ended fiscal period or more than 10% of the consolidated revenues of the Company and its Restricted Subsidiaries for the most recently completed four fiscal quarters. "Source" is defined in Section 6.2 "Subsidiary" means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a "Subsidiary" is a reference to a Subsidiary of the Company. 7 Schedule B "Supplement" is defined in Section 1.1. "this Agreement" or "the Agreement" is defined in Section 17.3. "Unrestricted Subsidiary" means any Subsidiary of the Company so designated an Unrestricted Subsidiary by notice in writing given to the holders of the Notes. "Wholly-Owned Subsidiary" or "Wholly-Owned Restricted Subsidiary" mean, at any time, any Subsidiary, or Restricted Subsidiary, as the case may be, 100% of all of the equity interests (except directors' qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company's other Wholly-Owned Subsidiaries or Wholly-Owned Restricted Subsidiaries, as the case may be, at such time. 8 Schedule B SCHEDULE B-1 ------------ EXISTING INVESTMENTS Equity investments: Seaplast (50%) 1,585,681 TES (40%) 74,923 CosterSeaquist LLC (50%) 2,624,757 --------- Subtotal 4,285,361 Other: Fadeva loan 500,000 --------- Grand Total 4,785,361 ========= Schedule B-1 SCHEDULE 4.9 ------------ CHANGES IN CORPORATE STRUCTURE NONE Schedule 4.9 SCHEDULE 5.3 ------------ DISCLOSURE MATERIALS NONE Schedule 5.3 SCHEDULE 5.4 ------------ SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK
State or Other Jurisdiction of Percentage Incorporation Owned --------------- ---------- AptarGroup International L.L.C. Delaware 100% AptarGroup Foreign Sales Corporation Barbados 100% AptarGroup Holding S.A. France 100% Aptar GmbH Germany 100% Erich Pfeiffer GmbH Germany 100% Pfeiffer Vaporisateurs France S.a.r.L. France 100% P & S Japan Ltd. Japan 100% Pfeiffer (U.K.) Limited United Kingdom 100% P&P Promotion of German Manufacturing Technologies GmbH Germany 100% Vallis Leasobjekt Gesellschaft GmbH Germany 51% Loeffler Beteilugungs GmbH Germany 100% Seaplast S.A. * Spain 50% Seaquist-Loeffler GmbH Germany 100% Loffler Stet Spol. S.R.O. Czech Republic 100% SeaquistPerfect Dispensing GmbH Germany 100% Valois Deutschland GmbH Germany 100% AptarGroup S.A. France 100% Aptar South Europe SARL France 100% Novares S.p.A. Italy 100% SAR S.p.A Italy 100% SAR France SCA France 100% AptarGroup SAR Finance Unlimited Ireland 100% Sar GmbH Germany 100% SAR (U.K.) Limited United Kingdom 100% Tes S.p.A. * Italy 35% Caideil M.P. Teoranta Ireland 100% General Plastics S.A. France 100% Graphocolor France 60% Moulage Plastique de Normandie S.A. France 100% Perfect-Valois U.K. Limited United Kingdom 100% Seaquist-Loeffler Limited United Kingdom 100% Valois S.A France 100% Valois Dispray S.A. Switzerland 100% Valois Espana S.A. Spain 100% Valois Italiana S.r.l. Italy 100% Inairic S.A. Argentina 100% Sar Dispensing Systems Ltd. Hong Kong 100% SAR Do Brasil Ltda. Brazil 100%
Schedule 5.4 SCHEDULE 5.4 ------------ SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK
Seaquist Canada Ltd. Canada 100% Seaquist Finance Unlimited Ireland 100% Seaquist-Valois Australia Pty. Ltd. Australia 100% Seaquist-Valois do Brasil Ltda. Brazil 100% Seaquist-Valois Japan, Inc. Japan 100% Aptar Suzhou Dispensing Ltd. P.R. China 100% CosterSeaquist L.L.C.* Illinois 50% Emson Research, Inc. Connecticut 100% Emson Europe Ltd. United Kingdon 100% Emson Foreign Sales Corporation U.S. Virgin Islands 100% Emson, Inc. Connecticut 100% Emson Ventures, Inc. Connecticut 100% Emson Ventures II, Inc. Connecticut 100% P.T. Emson Ongko Indonesia Indonesia 100% Emson Ventures III, Inc. Connecticut 100% Emson Spraytech India Private Ltd. India 51% Emson Ventures IV, Inc. Connecticut 100% Global Precision, Inc. Florida 100% Liquid Molding Systems, Inc. Delaware 100% Philson, Inc. Connecticut 100% Pfeiffer of America, Inc. Delaware 100% P Merger Corporation Connecticut 100% R.P.M. Manufacturing Company Connecticut 100% SAR U.S.A. Inc. Delaware 100% Seaquist Closures L.L.C. Delaware 100% Seaquist Closures Foreign, Inc. Delaware 100% Seaquist de Mexico, S.A. de C.V. Mexico 75% SeaquistPerfect Dispensing L.L.C. Delaware 100% SeaquistPerfect Dispensing Foreign, Inc. Delaware 100% Valois of America, Inc. Connecticut 100%
* Indicates affiliate of the Company See the FORM 10-K for the fiscal year ended December 31, 1998 for the executive officers and the PROXY STATEMENT dated April 7, 1999 for directors. Schedule 5.4 SCHEDULE 5.5 ------------ FINANCIAL STATEMENTS AptarGroup, Inc. 10-Q for the quarter ended March 31, 1999 Schedule 5.5 SCHEDULE 5.8 ------------ CERTAIN LITIGATION None Schedule 5.8 SCHEDULE 5.11 ------------- LICENSES, PERMITS, ETC. None Schedule 5.11 SCHEDULE 5.14 ------------- USE OF PROCEEDS Repay a portion of indebtedness under Credit Agreement dated as of February 12, 1999 between AptarGroup, Inc. and Bank of America National Trust and Savings Association $107,000,000 ============ Schedule 5.14 SCHEDULE 5.15 ------------- EXISTING INDEBTEDNESS
Description Secured by Rate - fixed Interest Issue Maturity Bank name of Debt Assets or variable? Rate Date Date --------- ----------- ---------- ------------ -------- ----- -------- ST NOTES PAYABLE AptarGroup ABN Amro Bank No V 5.35% 01/11/99 04/11/99 AptarGroup Society General Bank No V 5.60% 03/31/99 04/01/99 AptarGroup WLB Bank No V 5.17% 03/30/99 04/06/99 AptarGroup BOA Bank No V 5.42% 2/19/99 04/30/99 China IBPS Bank No V 5.90% 7/16/98 7/15/99 China Bank of China Bank No V 5.77% 7/14/98 7/13/99 China Bank of China Bank No V 6.52% 7/24/98 7/13/99 Elims Reclass ST Emson Foreign Sales Corp. Fleet Bank No V 0.00% 03/31/99 04/05/99 Emson, Inc. Fleet Bank No V 0.00% 03/31/99 04/05/99 Emson, Inc. Fleet Bank No V 0.00% 03/31/99 04/05/99 Emson, Inc. Fleet Bank No V 0.00% 03/31/99 04/05/99 General plastics BNP Bank No V 3.88% 2/15/98 4/15/99 Novares S p A IMI-S PAOLO Bank N/A F 5.60% 2/98 8/99 Novares S p A IBM Semea Other N/A F 9.35% 10/98 12/99 S Loffler Ltd BOA Bank No V 6.00% 11/2/99 5/5/99 Sar France Groupe Soval Bank No V 10.90% 11/96 5/99 Seaquist Loffler Germany DM Eurokredit Bank No V 3.96% 2/15/99 5/15/99 Seaquist Loffler Germany DB Eurokredit Bank No V 3.96% 3/11/99 6/11/99 SV Australia ABN Amro Bank Yes V 5.35% 3/24/99 5/24/99 SV Australia ABN Amro Bank Yes V 5.38% 3/29/99 4/29/99 Valois CIN Bank No V 3.24% 3/18/99 4/1/99 Valois CIN Bank No V 3.24% 3/19/99 4/1/99 Valois CIN Bank No V 3.23% 3/22/99 4/1/99 DISCOUNTED NOTES Valois Spain Bilbao Vizcaya Bank No V 7.00% 1/23/99 4/25/99
LC - ST LC - LT TOTAL - LC US$ - ST US$ - LT TOTAL $ ------------------------------------------------------------------------------ OVERDRAFTS 0 0 0 0 0 AptarGroup 15,000,000 15,000,000 15,000,000 0 15,000,000 AptarGroup 600,000 600,000 600,000 0 600,000 AptarGroup 10,500,000 10,500,000 10,500,000 0 10,500,000 AptarGroup 123,000,000 123,000,000 123,000,000 0 123,000,000 China 828,000 828,000 100,022 0 100,022 China 15,000,000 15,000,000 1,812,000 0 1,812,000 China 10,000,000 10,000,000 1,208,000 0 1,208,000 Elims (25,000,000) (25,000,000) (25,000,000) (25,000,000) Emson Foreign Sales Corp. 21,641 21,641 21,641 0 21,641 Emson, Inc. 1,084,366 1,084,366 1,084,366 0 1,084,366 Emson, Inc, 104,788 104,788 104,788 0 104,788 Emson, Inc. 45,608 45,608 45,608 0 45,608 General plastics 274,500 274,500 45,070 0 45,070 Novares S p A 5,000,000 5,000,000 2,781,000 0 2,781,000 Novares S p A 677,552 677,552 378,854 0 376,854 S Loffler Ltd 1,300,000 1,300,000 2,095,340 0 2,095,340 Sar France 17,573 17,573 2,885 0 2,885 Seaquist Loffler Germany 2,000,000 2,000,000 1,101,322 0 1,101,322 Seaquist Loffler Germany 2,000,000 2,000,000 1,101,322 0 1,101,322 SV Australia 100,000 100,000 63,430 0 63,430 SV Australia 100,000 100,000 63,430 0 63,430 Valois 2,800,000 2,800,000 459,726 0 459,726 Valois 9,200,000 9,200,000 1,510,530 0 1,510,530 Valois 3,500,000 3,500,000 574,658 0 574,658 --------------------------------------------- 138,651,993 0 138,651,993 --------------------------------------------- DISCOUNTED NOTES Valois Spain 1,005,662 1,005,662 6,510 0 6,510 --------------------------------------------- 6,510 0 6,510 ---------------------------------------------
Schedule 5.15 SCHEDULE 5.15 -------------
EXISTING INDEBTEDNESS Description Secured by Rate--fixed Interest Issue Maturity Bank name of Debt Assets or variable Rate Date Date --------------- ----------- ---------- ----------- -------- -------- --------- OVERDRAFTS AAPTUS Other Bank No V 0.00% Aptar GmbH West LB Bank No V 6.00% 3/31/99 4/1/99 Aptar GmbH ABN Amro Bank No V 6.00% 3/31/99 4/1/99 General Plastics Bred Bank No V 3.80% 3/31/99 3/31/99 General Plastics SG Bank No V 4.20% 3/31/99 3/31/99 Graphocolor Credit Lyonnais Bank No V 3.88% 3/31/99 4/15/99 Graphocolor BNP Bank No V 3.83% 3/31/99 4/15/99 Graphocolor SG Bank No V 0.04% 3/31/99 4/15/99 Inairic BNL Bank Y V 0.18% 2/25/99 2/25/00 Perfect-Valois UK Bank National De Paris Bank No V 7.00% 3/99 Revolving Seaquist Japan Mitsubishi Bank Bank No V 3.50% 8/29/97 8/28/02 Seaquist Japan Mitsubishi Bank Bank No V 3.50% 6/23/98 6/2/03 Seaquist Japan BNP Bank No V 2.00% 12/18/98 12/31/05 Seaquist Japan Sumitomo Bank Bank No V 2.50% 12/18/98 12/17/03 Seaquist Loffler Germany Volksbank Bank No V 6.25% 3/30/99 4/30/99 SPD France BFCE Bank No V 3.79% 3/31/99 N/A SPD France SG Bank No V 3.00% 3/31/99 N/A SPD GmbH West LB Bank No V 6.00% 3/31/99 4/1/99 SPD GmbH ABN Amro Bank No V 6.00% 3/31/98 4/1/99 Valois Credit Lyonnais Bank No V 3.61% 3/31/99 N/A Valois Credit Agricole Bank No V 3.61% 3/31/99 N/A Valois SG Bank No V 3.61% 3/31/99 N/A
LC - ST LC - LT TOTAL - LC US$ - ST US$ - LT TOTAL $ ---------- ------- ----------- ---------- -------- ---------- AAPTUS 2,326,589 2,326,589 2,326,589 0 2,326,589 Aptar GmbH 28,463 28,463 15,673 0 15,673 Aptar GmbH 3 3 2 0 2 General Plastics 339,171 339,171 55,688 0 55,688 General Plastics 1,444,434 1,444,434 237,159 0 237,159 Graphocolor 3,675,862 3,675,862 603,532 0 603,532 Graphocolor 2,456,989 2,456,989 403,408 0 403,408 Graphocolor 424,084 424,084 69,630 0 69,630 Inairic 592,253 592,253 592,549 0 592,549 Perfect-Valois UK 497,073 497,073 801,182 0 801,182 Seaquist Japan 13,673,000 13,673,000 115,045 0 115,045 Seaquist Japan 4,170,000 4,170,000 35,086 0 35,086 Seaquist Japan 306,262,705 306,262,705 2,576,894 0 2,576,894 Seaquist Japan 46,668,000 46,668,000 392,665 0 392,665 Seaquist Loffler Germany 729,348 729,348 401,623 0 401,623 SPD France 177,671 177,671 29,171 0 29,171 SPD France 230,157 230,157 37,789 0 37,789 SPD GmbH 846,377 846,377 466,067 0 466,067 SPD GmbH 1,440,778 1,440,778 793,380 0 793,380 Valois 246,688 246,688 40,503 0 40,503 Valois 2,008,643 2,008,643 329,795 0 329,795 Valois 468,959 468,959 76,997 0 76,997 ------------------------------------------ TOTAL OVERDRAFTS 10,400,429 0 10,400,429 ------------------------------------------
Schedule 5.15 SCHEDULE 5.15 ------------- EXISTING INDEBTEDNESS
Description Secured by Rate - fixed Interest Issue Maturity Bank name of Debt Assets or variable? Rate Date Date LC - ST LC - LT --------- ------- ------ ----------- ---- ---- ---- ------- ------- NOTES PAYABLE AptarGroup Nationwide Life Other No F 7.08% 10/1/95 9/30/05 3,571,429 21,428,571 AptarGroup Reclass ST Other No 4/29/01 25,000,000 Enson, Inc. Bank Term Loan Bank No V 6.53% 4/15/98 5/1/03 800,000 2,466,667 Enson, Inc. Revolver Bank No V 5.56% 4/15/98 5/1/01 0 7,700,000 Enson, Inc. Revolver Bank No V 5.46% 4/15/98 5/1/01 0 10,000,000 Enson India Pavron Loan No V 0.00% 0 2,022,022 General Plastics BNP Bank No F 5.11% 8/98 7/03 372,739 1,389,120 General Plastics Bred Bank No F 4.90% 8/97 7/01 100,668 142,115 General Plastics Bred Bank No F 4.90% 8/97 7/01 251,670 355,287 General Plastics Credipar Bank No F 11.08% 11/95 10/99 14,674 0 General Plastics SNVB Codevi Bank No F 6.10% 7/96 7/00 257,500 128,750 General Plastics SNVB Codevi Bank No V 5.60% 8/96 8/00 198,750 99,375 Graphocolor Agency Bassin Other No F 0.50% 10/16/97 10/16/08 42,000 378,000 Graphocolor Agency Bassin Other No F 0.50% 3/26/91 3/16/00 0 106,400 Graphocolor Agency Bassin Other No F 0.50% 1/16/97 1/16/00 0 1,052,800 Graphocolor SDR Other No F 7.20% 1/1/90 1/1/99 190,214 0 Graphocolor CMT Other No V 3.80% 8/20/96 8/20/03 1,232,145 6,160,705 Graphocolor CMT Other No V 3.80% 8/20/96 8/20/03 375,000 1,875,000 MPN Credit General Bank F 0.00% 0 0 0 0 Industriel MPN Societe General Bank No F 4.95% 8/98 1/00 245,725 646,442 MPN Societe General Bank Yes F 6.10% 6/96 5/00 88,043 109,721 MPN CIC Bank No F 5.40% 8/97 7/01 120,863 171,622 MPN Societe General Bank No V 5.14% 8/97 7/01 276,538 391,488 SAR Loan L Other No F 3.69% 1/13/95 7/29/09 0 1,392,973 SAR Loan I Other No F 0.00% 7/97 1/99 0 0 Seaquist de Mexico Other Bank Yes F 0.00% 0 0 213,696 136,848 Seaquist Loffler Germany GEFA 83165 Other No F 4.94% 3/1/97 1/1/99 0 0 Seaquist Loffler Germany GEFA 83166 Other No F 4.74% 4/1/97 2/1/99 0 0 Seaquist Loffler Germany GEFA 83167 Other No F 5.70% 12/1/97 10/1/99 101,500 0 Seaquist Loffler Germany GEFA 83153 Other No F 5.79% 5/1/98 3/1/00 99,000 22,000 Seaquist Loffler Germany GEFA 83154 Other No F 5.53% 5/1/98 3/1/00 174,150 77,400 Seaquist Loffler Germany GEFA 83155 Other No F 5.53% 6/1/98 4/1/00 124,470 41,490 Seaquist Loffler Germany GEFA 83152 Other No F 5.24% 10/1/97 8/1/99 27,500 0 Seaquist Loffler Germany Loeffler Loan Other No F 4.90% 7/31/98 9/30/04 623,679 6,082,522 Valois ANVAR Bank No F 0.00% 9/4/92 6/30/00 200,000 200,000 Valois Participation Other No F 6.00% 4/1/93 4/1/03 5,406,901 28,744,466 Valois Italiana Mediocredito Bank No V 1.20% 12/31/98 6/30/08 40,000 360,786 Valois of America CDA Other Yes F 4.50% 11/28/95 6/1/95 91,808 605,240 TOTAL - LC US$ - ST US$ - LT TOTAL $ ------------------------------------------------- NOTES PAYABLE AptarGroup 25,000,000 3,571,429 21,428,571 25,000,000 AptarGroup 25,000,000 0 25,000,000 25,000,000 Enson, Inc. 3,266,661 800,000 2,466,667 3,266,667 Enson, Inc. 7,700,000 0 7,700,000 7,700,000 Enson, Inc. 10,000,000 0 10,000,000 10,000,000 Enson India 2,022,022 0 47,659 47,659 General Plastics 1,761,859 61,199 228,077 289,276 General Plastics 242,783 16,528 23,334 39,852 General Plastics 606,957 41,321 58,334 99,655 General Plastics 14,674 2,409 0 2,409 General Plastics 386,250 42,278 21,139 63,418 General Plastics 298,125 32,632 16,316 48,949 Graphocolor 420,000 6,896 62,063 68,959 Graphocolor 106,400 0 17,470 17,470 Graphocolor 1,052,800 0 172,857 172,857 Graphocolor 190,214 31,231 0 31,231 Graphocolor 7,392,850 202,303 1,011,514 1,213,817 Graphocolor 2,250,000 61,571 307,853 369,423 MPN 0 0 0 0 MPN 892,167 40,345 106,138 146,483 MPN 197,764 14,456 18,015 32,470 MPN 292,485 19,844 28,178 48,023 MPN 668,026 45,404 64,278 109,682 SAR 1,392,973 0 774,772 774,772 SAR 0 0 0 0 Seaquist de Mexico 410,544 28,738 14,369 43,107 Seaquist Loffler Germany 0 0 0 0 Seaquist Loffler Germany 0 0 0 0 Seaquist Loffler Germany 101,500 55,892 0 55,892 Seaquist Loffler Germany 121,000 54,515 12,115 66,630 Seaquist Loffler Germany 251,550 95,898 42,621 138,519 Seaquist Loffler Germany 165,960 68,541 22,847 91,388 Seaquist Loffler Germany 27,500 15,143 0 15,143 Seaquist Loffler Germany 6,706,201 343,436 3,349,408 3,692,843 Valois 400,000 32,838 32,838 65,675 Valois 34,151,367 887,748 4,719,496 5,607,245 Valois Italiana 400,786 22,248 200,669 222,917 Valois of America 697,048 91,808 605,240 697,048 ROUNDING (1) (1) -------------------------------------- TOTAL NOTES PAYABLE 6,686,652 78,552,836 85,239,487 --------------------------------------
Schedule 5.15 SCHEDULE 5.15 EXISTING INDEBTEDNESS
Bank name Description Secured by Rate - fixed Interest Issue Maturity LC - ST --------- of Debt Assets or Variable? Rate Date Date ------- ------- ------ ----------- ---- ---- ---- MORTGAGES PAYABLE General Plastics Credit Agricole Bank Yes F 5.90% 1/97 12/00 260,718 General Plastics Societe General Bank Yes V 4.65% 4/98 1/02 225,000 General Plastics Credit Agricole Bank Yes F 5.05% 8/98 7/02 153,886 General Plastics SNVB Bank Yes F 4.80% 8/98 7/02 199,094 General Plastics SNVB Bank Yes F 5.25% 8/98 7/02 188,740 General Plastics Bred Bank Yes F 4.80% 10/98 7/02 177,350 General Plastics BNP Bank Yes F 4.09% 3/99 9/03 91,066 General Plastics BNP Bank Yes F 4.09% 3/99 2/03 772,842 Novares S.p.A. Loan BNL Other No F 2.10% 12/22/98 6/30/08 269,260 Pfeiffer GmbH Commerzbank Bank Yes F 4.70% 06/96 3/99 0 Pfeiffer GmbH West LB Bank Yes F 5.00% 06/96 12/01 161,515 Pfeiffer GmbH Sparkasse Bank No F 4.95% 3/98 12/02 1,000,000 Pfeiffer GmbH BW Bank Bank No F 4.90% 11/97 12/02 1,000,000 Pfeiffer GmbH BW Bank Bank No F 5.00% 06/96 12/99 625,000 Sar Loan Other Yes F 5.25% 12/31/94 6/30/04 599,035 INDUSTRIAL REV BONDS SPD US IRB IRB No V 6.05% 12/96 12/01 333,400
LC - LT TOTAL - LC US$ - ST US$ - LT TOTAL $ -------------------------------------------------------------- MORTGAGES PAYABLE General Plastics 205,859 466,577 42,807 33,800 76,606 General Plastics 450,000 675,000 36,942 73,885 110,827 General Plastics 572,747 726,633 25,266 94,038 119,304 General Plastics 503,378 702,472 32,689 82,649 115,337 General Plastics 480,816 669,556 30,989 78,944 109,933 General Plastics 692,111 869,461 29,119 113,636 142,755 General Plastics 908,934 1,000,000 14,952 149,236 164,188 General Plastics 3,427,158 4,200,000 126,891 562,698 689,590 Novares S.p.A. 2,530,740 2,800,000 149,762 1,407,598 1,557,360 Pfeiffer GmbH 0 0 0 0 0 Pfeiffer GmbH 323,338 484,853 88,940 178,050 266,990 Pfeiffer GmbH 3,000,000 4,000,000 550,661 1,651,983 2,202,644 Pfeiffer GmbH 3,000,000 4,000,000 550,661 1,651,983 2,202,644 Pfeiffer GmbH 0 625,000 344,163 0 344,163 Sar 3,115,244 3,714,279 333,183 1,732,699 2,065,882 ROUNDING (1) (1) ----------------------------------- TOTAL MORT PAYABLE 2,357,025 7,811,198 10,168,223 ----------------------------------- INDUSTRIAL REV BONDS SPD US 582,450 915,850 333,400 582,450 915,850 -----------------------------------
Schedule 5.15 SCHEDULE 5.15 -------------
EXISTING INDEBETEDNESS Description Secured by Rate - fixed Interest Issue Maturity Bank name of Debt Assets or Variable? Rate Date Date --------- ----------- --------- ----------- ------- ----- ------- CAPITAL LEASES Dispray Capital Lease Building Yes F 2.50% 7/88 7/03 Dispray Capital Lease Building Yes F 6.62% 3/95 3/05 General Plastics Capital Lease Press Yes F 8.02% 3/15/95 3/15/00 General Plastics Capital Lease Press Yes F 8.32% 8/15/95 8/15/00 General Plastics Capital Lease Press Yes F 7.59% 4/1/96 11/26/00 Graphocolor Capital Lease Misc Equip No V 4.08% 12/30/96 12/30/08 MPN Capital Lease Sofinbail Yes F 7.49% 3/95 3/00 Pfeiffer-Valois UK Capital Lease Fork Lift Truc No F 12.43% 7/1/98 6/30/03 Rounding Seaquist Loffler Czech Capital Lease Machine Yes F 7.00% 7/1/98 6/1/02 SVC Australia Capital Lease Volkswagon Yes F 7.24% 3/22/99 3/22/03 SVC Australia Capital Lease Subaru Yes F 6.99% 11/7/97 11/7/01 Valois Capital Lease Domibail Yes V 3.88% 6/30/90 6/30/05 Valois Capital Lease Domibail Yes V 3.85% 12/1/93 12/1/08 Valois Capital Lease Domibail Yes V 4.80% 1/10/90 7/4/05
LC - ST LC - LT TOTAL - LC US$ - ST US$ - LT TOTAL $ ------------------------------------------------------------------------- CAPITAL LEASES Dispray 16,932 1,150,598 1,167,530 11,429 776,654 788,083 Dispray 16,418 1,190,101 1,206,519 11,082 803,318 814,400 General Plastics 372,964 0 372,964 61,236 0 61,236 General Plastics 99,557 48,564 148,121 16,346 7,974 24,320 General Plastics 101,831 79,678 181,509 16,719 13,082 29,802 Graphocolor 903,591 13,763,159 14,666,750 148,359 2,259,746 2,408,104 MPN 191,346 0 191,346 31,417 0 31,417 Pfeiffer-Valois UK 3,126 14,406 17,532 5,038 23,220 28,258 Rounding ROUNDING 2 2 Seaquist Loffler Czech 4,360,447 16,421,359 20,781,806 121,787 458,649 580,436 SVC Australia 6,226 42,608 48,834 3,949 27,026 30,975 SVC Australia 5,182 25,789 30,971 3,287 16,358 19,645 Valois 2,031,127 8,784,702 10,815,829 333,487 1,442,343 1,775,829 Valois 1,842,110 11,099,429 12,941,539 302,452 1,822,393 2,124,845 Valois 912,145 6,850,357 7,762,502 149,763 1,124,746 1,274,510 ----------------------------------- TOTAL CAPITAL LEASES 1,216,355 8,775,508 9,991,862 -----------------------------------
Schedule 5.15 SCHEDULE 5.15 -------------
EXISTING INDEBTEDNESS Description Secured by Rate--fixed Interest Issue Maturity Bank name of Debt Assets or Variable? Rate Date Date --------------- ----------- ---------- ----------- -------- -------- ---------
LC - ST LC - LT TOTAL - LC US$ - ST US$ - LT TOTAL $ ---------- ------- ----------- ---------- -------- ----------- GRAND TOTAL DEBT PER BOOKS 159,652,362 95,721,991 255,374,353 -------------------------- Add Guarantees: DM based - 3/31/98 DM amt. FX rate $ Bechsteiner (former subsidiary) 3,600,000 0.550661 1,982,380 Bechsteiner (former subsidiary) 600,000 0.550661 330,397 Dollar based - CoxxxxSeaquist LLC 3,750,000 ----------- TOTAL INDEBTEDNESS 261,437,130 ===========
Schedule 5.15 SCHEDULE 10.3 ------------- EXISTING LIENS See schedule 5.15 for debt secured by assets Schedule 10.3 EXHIBIT 1.1-A ------------- [FORM OF NOTE] APTARGROUP, INC. [____]% SENIOR NOTE, SERIES [___], DUE [__________, ____] No. [_____] [Date] $ [_______] PPN[______________] FOR VALUE RECEIVED, the undersigned, APTARGROUP, INC. (herein called the "Company"), a corporation organized and existing under the laws of the State of Delaware, promises to pay to [______________________], or registered assigns, the principal sum of $[_________________________] on [ ], ------------- [_________], with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of [____]% per annum from the date hereof, payable semiannually, on [______] [____] and [______][____] in each year, commencing with the [______] [____] or [______] [____] next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) [_____]% or (ii) 2% over the rate of interest publicly announced by Bank of America from time to time in Chicago, Illinois as its "base" or "prime" rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of Bank of America in Chicago, Illinois or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to a Note Purchase Agreement dated as of May 15, 1999 [and a Supplement thereto dated as of [ ], [ ]](as from time to time further amended and supplemented, the "Note Purchase Agreement"), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreement. This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's Exhibit 1.1-A attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note will be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. APTARGROUP, INC. By: ________________________________ Title: _____________________________ 2 Exhibit 1.1-A EXHIBIT 1.1-B ------------- [FORM OF SUPPLEMENT] SUPPLEMENT TO NOTE PURCHASE AGREEMENT THIS SUPPLEMENT is entered into as of [ ], [ ] (this "Supplement") between APTARGROUP, INC., a Delaware corporation (the "Company"), and the Purchasers listed in the attached Schedule A (the "Purchasers"). R E C I T A L S --------------- A. The Company has entered into a Note Purchase Agreement dated as of May 15, 1999 with the purchasers listed in Schedule A thereto [and one or more supplements or amendments thereto] (as heretofore amended and supplemented, the "Note Purchase Agreement"); and B. The Company desires to issue and sell, and the Purchasers desire to purchase, an additional series of Notes (as defined in the Note Purchase Agreement) pursuant to the Note Purchase Agreement and in accordance with the terms set forth below; NOW, THEREFORE, the Company and the Purchasers agree as follows: 1. Authorization of the New Series of Notes. The Company has authorized ---------------------------------------- the issue and sale of $[ ] aggregate principal amount of Notes to be designated as its [__]% Senior Notes, Series [ ], due [ ], [ ] (the "Series [ ] Notes", such term to include any such Notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series [ ] Notes shall be substantially in the form set out in Exhibit 1 to this Supplement, with such changes therefrom, if any, as may be approved by you and the Company. 2. Sale and Purchase of Series [ ] Notes. Subject to the terms and -------------------------------------- conditions of this Supplement and the Note Purchase Agreement, the Company will issue and sell to each of the Purchasers, and the Purchasers will purchase from the Company, at the Closing provided for in Section 3, Series [ ] Notes in the principal amount specified opposite their respective names in the attached Schedule A at the purchase price of 100% of the principal amount thereof. The obligations of the Purchasers hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance by any other Purchaser hereunder. 3. Closing. The sale and purchase of the Series [ ] Notes to be ------- purchased by the Purchasers shall occur at the offices of Gardner, Carton & Douglas, Quaker Tower, Suite 3400, Exhibit 1.1-B 321 North Clark Street, Chicago, Illinois 60610 at 9:00 a.m., Chicago time, at a closing (the "Closing") on [ ], [ ] or on such other Business Day thereafter on or prior to [ ], [ ] as may be agreed upon by the Company and the Purchasers. At the Closing the Company will deliver to each Purchaser the Series [ ] Notes to be purchased by it in the form of a single Note (or such greater number of Series [ ] Notes in denominations of at least $500,000 as such Purchaser may request) dated the date of the Closing and registered in its name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number [__________] at [_________________] Bank, [Insert Bank address, ABA number for wire transfers, and any other ----------------------------------------------------------------- relevant wire transfer information]. If at the Closing the Company shall fail to - ----------------------------------- tender such Series [ ] Notes to a Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 of the Note Purchase Agreement, as modified or expanded by Section 4 hereof, shall not have been fulfilled to such Purchaser's satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights it may have by reason of such failure or such nonfulfillment. 4. Conditions to Closing. Each Purchasers obligation to purchase and pay --------------------- for the Series [ ] Notes to be sold to it at the Closing is subject to the fulfillment to its satisfaction, prior to or at the Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement, as hereafter modified, and to the following additional conditions: [Set forth any modifications and additional conditions.] 5. Representations and Warranties of the Company. The Company represents --------------------------------------------- and warrants to the Purchasers that each of the representations and warranties contained in Section 5 of the Note Purchase Agreement is true and correct as of the date hereof (i) except that all references to "Purchaser" and "you" therein shall be deemed to refer to the Purchasers hereunder, all references to "this Agreement" shall be deemed to refer to the Note Purchase Agreement as supplemented by this Supplement, and all references to "Notes" therein shall be deemed to include the Series [ ] Notes, and (ii) except for changes to such representations and warranties or the Schedules referred to therein, which changes are set forth in the attached Schedule 5. 6. Representations of the Purchasers. Each Purchaser confirms to the --------------------------------- Company that the representations set forth in Section 6 of the Note Purchase Agreement are true and correct as to such Purchaser. 2 Exhibit 1.1-B 7. Mandatory Prepayment of the Series [ ] Notes. [The Series [ ] ----------------------------------------------- Notes are not subject to mandatory prepayment by the Company.] [On [ ], [ ] and on each [ ] thereafter to and including [ ], [ ] the Company will prepay $[ ] principal amount (or such lesser principal amount as shall then be outstanding) of the Series [ ] Notes at par and without payment of the Make-Whole Amount or any premium.] 8. Applicability of Note Purchase Agreement. Except as otherwise ---------------------------------------- expressly provided herein (and expressly permitted by the Note Purchase Agreement), all of the provisions of the Note Purchase Agreement are incorporated by reference herein and shall apply to the Series [ ] Notes as if expressly set forth in this Supplement. IN WITNESS WHEREOF, the Company and the Purchasers have caused this Supplement to be executed and delivered as of the date set forth above. APTARGROUP, INC. By:________________________ Title:_____________________ [ADD PURCHASER SIGNATURE BLOCKS] 3 Exhibit 1.1-B Schedule A to Supplement ------------- INFORMATION RELATING TO PURCHASERS Principal Amount of Series Name and Address of Purchaser [ ] Notes to be Purchased - ----------------------------- -------------------------- [NAME OF PURCHASER] $ (1) All payments by wire transfer of immediately available funds to: with sufficient information to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers: (3) All other communications: 4 Exhibit 1.1-B Schedule 5 to Supplement ------------- EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES 5 Exhibit 1.1-B Exhibit 1 to Supplement ---------- [FORM OF SERIES [ ] NOTE] 6 Exhibit 1.1-B EXHIBIT 1.2 ----------- [FORM OF SERIES 1999-A NOTE] APTARGROUP, INC. 6.62% Senior Note, Series 1999-A due May 30, 2011 No. [_____] [Date] $[________] $PPN[______________] FOR VALUE RECEIVED, the undersigned, APTARGROUP, INC. (herein called the "Company"), a corporation organized and existing under the laws of the State of Delaware, promises to pay to [______________________], or registered assigns, the principal sum of $[ ] on May 30, 2011, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.62% per annum from the date hereof, payable semiannually, on May 30 and November 30 in each year, commencing with November 30, 1999, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 8.62% or (ii) 2% over the rate of interest publicly announced by Bank of America from time to time in Chicago, Illinois as its "base" or "prime" rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of Bank of America in Chicago, Illinois or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Notes (herein called the "Notes") issued pursuant to a Note Purchase Agreement, dated as of May 15, 1999 as from time to time amended and supplemented, the "Note Purchase Agreement"), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreement. This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's Exhibit 1.2(a) attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note will be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. APTARGROUP, INC. By:_______________________ Title:____________________ 2 Exhibit 1.2(a) EXHIBIT 4.4(a) FORM OF OPINION OF COUNSEL TO THE COMPANY The opinion of Sidley & Austin, counsel to the Company, shall be to the effect that: 1. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and the corporate authority to execute and perform the Note Purchase Agreement and to issue the Series 1999-A Notes and has the corporate power and the corporate authority to own and operate its properties and to carry on its business as described in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. 2. The Company is duly qualified and in good standing as a foreign corporation in the States of California, Illinois, Indiana, Michigan, Minnesota, New Jersey, North Carolina, Ohio and Wisconsin. 3. The Note Purchase Agreement and the Series 1999-A Notes have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 4. The issuance, sale and delivery of the Series 1999-A Notes under the circumstances contemplated by the Note Purchase Agreement do not, under existing law, require the registration of the Series 1999-A Notes under the Securities Act of 1933, as amended, or the qualification of an indenture in respect of the Notes under the Trust Indenture Act of 1939, as amended. 5. No approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any Governmental Authority is necessary or required in connection with the execution, delivery and performance by the Company of the Note Purchase Agreement or the issuance and sale by the Company of the Series 1999-A Notes. 6. The issuance and sale of the Series 1999-A Notes by the Company and the execution, delivery and performance by the Company of the Note Purchase Agreement do not violate the Amended and Restated Certificate of Incorporation or By-Laws of the Company, do not result in any breach of any provisions of, constitute a default under or result in the creation or imposition of any Lien on any property of the Company pursuant to any agreement or other instrument known to such counsel that is applicable to the Company and do not violate any law or regulation or any order, writ, injunction or decree known to such counsel of any court or Governmental Authority applicable to the Company. Exhibit 4.4(a) 7. The Company is not (i) a "public utility company" or a "holding company," or an "affiliate" or a "subsidiary company" of a "holding company," or an "affiliate" of such a "subsidiary company," as such terms are defined in the Public Utility Holding Company Act of 1935, as amended, (ii) a "public utility" as defined in the Federal Power Act, as amended, or (iii) an "investment company" or an "affiliated person" thereof, as such terms are defined in the Investment Company Act of 1940, as amended. 8. The use of the proceeds of the sale of the Series 1999-A Notes in accordance with the terms of the Note Purchase Agreement do not violate or conflict with Regulation T, U or X of the Board of Governors of the Federal Reserve System. The opinion of Sidley & Austin shall cover such other matters relating to the sale of the Series 1999-A Notes as the Purchasers may reasonably request. With respect to matters of fact on which such opinion is based, such counsel shall be entitled to rely on appropriate certificates of public officials and officers of the Company and with respect to matters governed by the laws of any jurisdiction other than the United States of America, the Delaware General Corporation Law and the laws of the State of Illinois, such counsel may rely upon the opinions of counsel deemed (and stated in their opinion to be deemed) by it to be competent and reliable. 2 Exhibit 4.4(a) EXHIBIT 4.4(b) FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS The opinion of Gardner, Carton & Douglas, special counsel to the Purchasers, shall be to the effect that: 1. The Company is a corporation organized and validly existing in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to enter into the Agreement and to issue and sell the Series 1999-A Notes. 2. The Agreement and the Series 1999-A Notes have been duly authorized by proper corporate action on the part of the Company, have been duly executed and delivered by an authorized officer of the Company, and constitute the legal, valid and binding agreements of the Company, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at law. 3. Based upon the representations set forth in the Agreement, the offering, sale and delivery of the Series 1999-A Notes do not require the registration of the Series 1999-A Notes under the Securities Act of 1933, as amended, nor the qualification of an indenture under the Trust Indenture Act of 1939, as amended. 4. The issuance and sale of the Series 1999-A Notes and compliance with the terms and provisions of the Series 1999-A Notes and the Agreement will not conflict with or result in any breach of any of the provisions of the Certificate of Incorporation or By-Laws of the Company. 5. No approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any governmental body, Federal or state, is necessary in connection with the execution and delivery of the Agreement or the Series 1999-A Notes. The opinion of Gardner, Carton & Douglas also shall state that the opinion of Sidley & Austin, delivered to you pursuant to the Agreement, is satisfactory in form and scope to Gardner, Carton & Douglas, and, in its opinion, the Purchasers are justified in relying thereon and shall cover such other matters relating to the sale of the Series 1999-A Notes as the Purchasers may reasonably request. EX-4.2 4 MULTICURRENCY CREDIT AGREEMENT ================================================================================ Exhibit 4.2 MULTICURRENCY CREDIT AGREEMENT Dated as of June 30, 1999 Among APTARGROUP, INC., THE LENDERS PARTY HERETO, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent and BANC OF AMERICA SECURITIES LLC, as Arranger ================================================================================ TABLE OF CONTENTS
PAGE SECTION 1. DEFINITIONS; INTERPRETATION................................... 1 Section 1.1. Definitions..................................... 1 Section 1.2. Interpretation.................................. 10 Section 1.3. Euro Provisions................................. 10 SECTION 2. THE CREDIT FACILITIES......................................... 11 Section 2.1. Ratable Borrowings under the Revolving Credit... 11 Section 2.2. Types of Loans and Minimum Borrowing Amounts.... 11 Section 2.3. Manner of Borrowing............................. 12 Section 2.4. Interest Periods................................ 14 Section 2.5. Maturity of Loans............................... 14 Section 2.6. Applicable Interest Rates....................... 14 Section 2.7. Optional Prepayments............................ 18 Section 2.8. Mandatory Prepayments of Loans.................. 18 Section 2.9. Default Rate.................................... 18 Section 2.10. Loan Accounts................................... 19 Section 2.11. Funding Indemnity............................... 19 Section 2.12. Commitment Reductions........................... 19 SECTION 3. FEES AND PAYMENTS............................................. 20 Section 3.1. Fees............................................ 20 Section 3.2. Place and Application of Payments............... 20 Section 3.3. Withholding Taxes............................... 21 SECTION 4. CONDITIONS PRECEDENT.......................................... 22 Section 4.1. Agreement Effectiveness......................... 22 Section 4.2. All Credit Events............................... 23 SECTION 5. REPRESENTATIONS AND WARRANTIES................................ 23 Section 5.1. Organization.................................... 23 Section 5.2. Corporate Power and Authority................... 23 Section 5.3. No Violation.................................... 24 Section 5.4. Governmental Authorization...................... 24 Section 5.5. Litigation...................................... 24 Section 5.6. Use of Proceeds; Margin Regulations............. 24 Section 5.7. Investment Company Act.......................... 25 Section 5.8. Public Utility Holding Company Act.............. 25 Section 5.9. True and Complete Disclosure.................... 25
i Section 5.10. Financial Statements................................................ 25 Section 5.11. No Material Adverse Change.......................................... 25 Section 5.12. Labor Controversies................................................. 25 Section 5.13. Taxes............................................................... 25 Section 5.14. ERISA............................................................... 26 Section 5.15. Intellectual Property............................................... 26 Section 5.16. Compliance with Statutes, Etc....................................... 26 Section 5.17. Environmental Matters............................................... 26 Section 5.18. Existing Debt....................................................... 27 Section 5.19. No Burdensome Restrictions; Compliance with Agreements.............. 27 Section 5.20. Year 2000 Problem................................................... 27 SECTION 6. COVENANTS.......................................................................... 27 Section 6.1. Existence............................................................ 27 Section 6.2. Maintenance.......................................................... 27 Section 6.3. Taxes................................................................ 28 Section 6.4. ERISA................................................................ 28 Section 6.5. Insurance............................................................ 28 Section 6.6. Financial Reports and Other Information.............................. 28 Section 6.7. Lender Inspection Rights............................................. 30 Section 6.8. Conduct of Business.................................................. 31 Section 6.9. Fiscal Years and Quarters............................................ 31 Section 6.10. Limitation on Certain Restrictions on Subsidiaries................... 31 Section 6.11. Mergers, Consolidations and Asset Sales.............................. 31 Section 6.12. Use of Property and Facilities; Environmental, Health and Safety Laws........................................... 32 Section 6.13. Liens................................................................ 32 Section 6.14. Debt................................................................. 33 Section 6.15. Advances, Acquisitions, Investments and Loans........................ 33 Section 6.16. Dividends and Other Shareholder Distributions........................ 35 Section 6.17. Leverage............................................................. 35 Section 6.18. Interest Coverage Ratio.............................................. 35 Section 6.19. Transactions with Affiliates......................................... 35 Section 6.20. Compliance with Laws................................................. 35 Section 6.21. Take or Pay Contracts................................................ 35 Section 6.22. Inconsistent Agreements.............................................. 36 SECTION 7. EVENTS OF DEFAULT AND REMEDIES..................................................... 36 Section 7.1. Events of Default.................................................... 36 Section 7.2. Non-Bankruptcy Defaults.............................................. 38 Section 7.3. Bankruptcy Defaults.................................................. 38 Section 7.4. Notice of Default.................................................... 38 Section 7.5. Expenses............................................................. 38 SECTION 8. CHANGE IN CIRCUMSTANCES............................................................ 38 Section 8.1. Change of Law........................................................ 38 Section 8.2. Unavailability of Deposits or Inability to Ascertain LIBOR........... 39
ii Section 8.3. Increased Cost and Reduced Return............. 39 Section 8.4. Lending Offices............................... 40 Section 8.5. Discretion of Lender as to Manner of Funding.. 40 Section 8.6. Substitution of Lender........................ 41 SECTION 9. THE AGENT................................................... 41 Section 9.1. Appointment and Authorization................. 41 Section 9.2. Delegation of Duties.......................... 41 Section 9.3. Liability of Agents........................... 41 Section 9.4. Reliance by Agent............................. 42 Section 9.5. Notice of Default............................. 42 Section 9.6. Credit Decision............................... 42 Section 9.7. Indemnification............................... 43 Section 9.8. Agent in Individual Capacity.................. 43 Section 9.9. Successor Agent............................... 44 SECTION 10. MISCELLANEOUS............................................... 44 Section 10.1. No Waiver of Rights.......................... 44 Section 10.2. Non-Business Day............................. 44 Section 10.3. Documentary Taxes............................ 44 Section 10.4. Survival of Representations.................. 44 Section 10.5. Survival of Indemnities...................... 45 Section 10.6. Sharing of Set-off........................... 45 Section 10.7. Notices...................................... 45 Section 10.8. Counterparts................................. 46 Section 10.9. Successors and Assigns....................... 46 Section 10.10. Participants................................. 46 Section 10.11. Assignments of Commitments by Lenders........ 46 Section 10.12. Amendments................................... 47 Section 10.13. Headings..................................... 47 Section 10.14. Legal Fees, Other Costs and Indemnification.. 47 Section 10.15. Set Off...................................... 48 Section 10.16. Entire Agreement............................. 48 Section 10.17. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.................... 48 Section 10.18. Confidentiality.............................. 49 Section 10.19. Severability................................. 49 Section 10.20. Currency..................................... 49 Section 10.21. Currency Equivalence......................... 50
iii EXHIBITS - -------- Exhibit A -- Form of Notice of Borrowing Exhibit B -- Form of Notice of Conversion/Continuation Exhibit C -- Form of Compliance Certificate Exhibit D -- Form of Assignment Agreement SCHEDULES - --------- Schedule 1 Notice of Assignment and Acceptance Schedule 2.1 Commitments Schedule 5.1 Subsidiaries Schedule 5.18 Debt Schedule 6.15 Existing Loans, Advances and Investments Schedule 10.2 Lending Offices, Address for Notices iv MULTICURRENCY CREDIT AGREEMENT, dated as of June 30, 1999, among AptarGroup, Inc., a Delaware corporation (the "Borrower"), the lenders from time to time party hereto (each a "Lender" and, collectively, the "Lenders") and Bank of America National Trust and Savings Association, as Agent. Capitalized terms used herein are defined in Section 1. SECTION 1. DEFINITIONS; INTERPRETATION. Section 1.1. Definitions. The following terms when used herein have the ----------- following meanings: "Affiliate" means, for any Person, any other Person (including all directors and officers of such Person) that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" means the power, directly or indirectly, to direct or cause the direction of management or policies of a Person (through ownership of voting securities, by contract or otherwise), provided that, in any event for purposes of the definition any Person that owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors of a corporation or 10% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. "Agent" means BofA acting in its capacity as agent for the Lenders and any successor pursuant to Section 9.9. "Agent-Related Persons" means BofA in its capacity as Agent and any successor Agent arising under Section 9.9, together with their respective Affiliates (including, in the case of BofA, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. "Applicable Eurocurrency Margin" is defined in Section 2.6(b). "Arranger" means Banc of America Securities LLC. "Asset Sale" means any sale, transfer or other disposition by the Borrower or any of its Subsidiaries to any Person other than the Borrower or any Wholly- Owned Subsidiary of the Borrower of any asset (including, without limitation, any capital stock or other securities of another Person) of the Borrower or such Subsidiary other than (i) sales, transfers or other dispositions of inventory in the ordinary course of business, (ii) sales of equipment and other fixed assets no longer used or useful in the business of the Borrower or any of its Subsidiaries, as determined by the Borrower or such Subsidiary in its reasonable judgment, (iii) sales of equipment and other fixed assets if the proceeds thereof are used to purchase additional equipment or fixed assets and (iv) cash. "Assignment Agreement" means an agreement in substantially the form of Exhibit D whereby a Lender conveys part or all of its Commitments and Loans to another Person that thereupon becomes a Lender, or that increases its Commitments or outstanding Loans, or both, pursuant to Section 10.11. "Base Rate" is defined in Section 2.6(a). "Base Rate Loan" means a Loan denominated in U.S. Dollars bearing interest prior to maturity at the rate specified in Section 2.6(a). "BofA" means Bank of America National Trust and Savings Association, a national banking association. "Borrower" is defined in the preamble. "Borrowing" means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by Lenders on a single date and, in the case of Eurocurrency Loans, in a single currency and for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of the Lenders according to their Percentages. A Borrowing is "advanced" on the day Lenders advance funds comprising such Borrowing to the Borrower, is "continued" (in the case of Eurocurrency Loans) on the date a new Interest Period commences for such Borrowing, and is "converted" when such Borrowing is changed from one type of Loan to the other, all as requested by the Borrower pursuant to Section 2.3(a). "Business Day" means any day other than a Saturday or Sunday on which banks are not authorized or required to close in Chicago, Illinois, San Francisco, California or New York, New York and, if the applicable Business Day relates to the borrowing or payment of a Eurocurrency Loan, on which banks are dealing in U.S. Dollar deposits in the interbank market in London, England, and, if the applicable Business Day relates to the borrowing or payment of a Eurocurrency Loan denominated in an Optional Currency, on which banks and foreign exchange markets are open for business in both London and in the city where disbursements of or payments on such Loans are to be made (and, if such Optional Currency is Euros, a day on which (x) the Trans-European Automated Real-time Gross Settlement Express Transfer System (or any successor settlement system) is open and (y) the banks and foreign exchange markets are open in such financial center as is determined by the Agent to be suitable for clearing or settlement of Euros). "Cash Equivalents" means (i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than six months from the date of acquisition, (ii) domestic and Eurodollar denominated time deposits, certificates of deposit and bankers acceptances of any Lender or any bank whose short-term debt rating from Standard & Poor's Ratings Service ("S&P") is at least A-1 or the equivalent or from Moody's Investors Service, Inc. ("Moody's") is at least P-1 or the equivalent with maturities of not more than six months from the date of acquisition, (iii) commercial paper with a rating of at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by 2 Moody's maturing within six months after the date of acquisition, (iv) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's, (v) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iv) above, and (vi) other similar high quality instruments of equivalent United States rating in countries where Subsidiaries organized under laws of jurisdictions outside of the United States are located. A "Change of Control Event" shall be deemed to have occurred if (a) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934) shall have acquired beneficial ownership (within the meaning of Rule 13(d)-3 of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder) of more than 50% of the outstanding Voting Stock of the Borrower, or (b) during any period of 12 consecutive months, commencing before or after the date of this Agreement, individuals who on the first day of such period were directors of the Borrower (together with any replacement or additional directors who were nominated or elected by a majority of directors then in office) cease to constitute a majority of the Board of Directors of the Borrower. "Code" means the Internal Revenue Code of 1986, as amended. "Commitments" is defined in Section 2.1. "Compliance Certificate" means a certificate in the form of Exhibit C. "Consolidated Debt" means all Debt of the Borrower determined on a consolidated basis. "Consolidated EBIT" means, for any period, Consolidated Net Income before Consolidated Interest Expense and provisions for taxes based on income and without giving effect to any extraordinary gains or losses. "Consolidated EBITDA" means, for any period, Consolidated EBIT plus the amount of all depreciation and amortization expense deducted in determining Consolidated EBIT for such period. "Consolidated Interest Expense" means, for any period, total interest expense of the Borrower determined on a consolidated basis in connection with Debt. "Consolidated Interest Ratio" means, for any period, the ratio of Consolidated EBITDA to Consolidated Interest Expense for such period. "Consolidated Leverage Ratio" means, as of any time the same is to be determined, the ratio of (x) Consolidated Debt to (y) Total Capitalization. 3 "Consolidated Net Income" means, for any period, the net income (or loss), after provision for taxes, of the Borrower on a consolidated basis for such period taken as a single accounting period, after eliminating therefrom all extraordinary non-cash items of income. "Consolidated Net Worth" means the aggregate amount of the Borrower's shareholders' equity determined from its consolidated balance sheet. "Contractual Obligations" means, for any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its Property is bound. "Controlled Group" means all members of a controlled group of corporations and all trades and businesses (whether or not incorporated) under common control that, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code. "Credit Documents" means this Agreement and any other agreements between any Lender and the Borrower executed in connection with this Agreement. "Credit Event" means the advance, conversion or continuation of any Loan (including by failing to give notice of non-renewal). "Debt" means all items described in clauses (i) through (vii) of the definition of Indebtedness. "Default" means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default. "Effective Date" is defined in Section 4.1. "Eligible Assignee" means a commercial bank incorporated or organized under the laws of the United States of America, any state or political subdivision thereof or another member country of the Organization for Economic Cooperation and Development with a net worth or combined capital and surplus of not less than $500,000,000. "EMU" means economic and monetary union as contemplated in the Treaty on European Union. "EMU Legislation" means legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency (whether known as the euro or otherwise), being in part the implementation of the third state of EMU. "Environmental Claims" means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non- compliance or violation, 4 investigations or proceedings relating in any way to any Environmental Law ("Claims") or any permit issued under any Environmental Law, including, without limitation, (a) any and all Claims by a Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment. "Environmental Law" means any United States federal, state or local statute, law, rule, regulation, ordinance, code, policy having the force of law or rule of common law now or hereafter in effect and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, in each case relating to the environment, health, safety or Hazardous Materials. "ERISA" is defined in Section 5.13. "Euro" means the single currency of Participating Member States of the European Union. "Eurocurrency Loan" means a Loan denominated in U.S. Dollars or an Optional Currency and bearing interest before maturity at the rate specified in Section 2.6(b). "Eurocurrency Reserve Percentage" is defined in Section 2.6(b). "Euro Unit" means a currency unit of the Euro. "Event of Default" means any of the events or circumstances specified in Section 7.1. "Existing Credit Agreements" means (i) the Credit Agreement dated as of August 26, 1994, as amended to the date hereof, among the Borrower, the Lenders party thereto and ABN AMRO Bank N.V., as Agent and (ii) the Credit Agreement dated as of February 12, 1999 between the Borrower and Bank of America National Trust and Savings Association. "Federal Funds Rate" means the fluctuating interest rate per annum described in part (x) of clause (ii) of the definition of Base Rate in Section 2.6(a). "GAAP" means generally accepted accounting principles from time to time in effect, applied in a manner consistent with those used in the preparation of the audited financial statements for the Borrower's fiscal year ending December 31, 1998 referred to in Section 5.10. "Governmental Authority" means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing. 5 "Guaranty" by any Person means all obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Indebtedness, dividend or other obligation (including, without limitation, limited or full recourse obligations in connection with sales of receivables or any other Property) of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person: (i) to purchase such Indebtedness or obligation or any Property or assets constituting security therefor, (ii) to advance or supply funds (x) for the purchase or payment of such Indebtedness or obligation, or (y) to maintain working capital or other balance sheet condition, or otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation, or (iii) to lease Property or to purchase Securities or other Property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of the primary obligor to make payment of the Indebtedness or obligation, or (iv) otherwise to assure the owner of the Indebtedness or obligation of the primary obligor against loss in respect thereof. For the purpose of all computations made under this Agreement, the amount of a Guaranty in respect of any obligation shall be deemed to be equal to the maximum aggregate amount of such obligation or, if the Guaranty is limited to less than the full amount of such obligation, the maximum aggregate potential liability under the terms of the Guaranty. "Hazardous Material" means (a) any asbestos, PCBs or dioxins or insulation or other material composed of or containing asbestos, PCBs or dioxins and (b) any petroleum product and any chemical, material or other substance defined as "hazardous" or "toxic" or words with similar meaning and effect under any Environmental Law. "Indebtedness" means, for any Person, all obligations of such Person, without duplication, required by GAAP to be shown as liabilities on its balance sheet, and in any event shall include all (i) obligations of such Person for borrowed money, (ii) obligations of such Person representing the deferred purchase price of property or services other than accounts payable and accrued expenses arising in the ordinary course of business on terms customary in the trade, (iii) obligations of such Person evidenced by notes, acceptances, or other instruments of such Person or arising out of letters of credit issued for such Person's account, (iv) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (v) capitalized lease obligations of such Person, (vi) all Indebtedness (as defined above) of any partnership in which such Person is a general partner, (vii) the outstanding principal amount then owed to investors in connection with the sale of the Borrower's or any of its Subsidiaries' accounts receivable, (viii) obligations of such Person in respect of Synthetic Leases and (ix) obligations for which such Person is obligated pursuant to a Guaranty. "Indemnified Person" is defined in Section 10.14. 6 "Interest Payment Date" means (a) for a Base Rate Loan, each March 31, June 30, September 30 and December 31 and the Termination Date, (b) for a Eurocurrency Loan with an Interest Period of 3 months or less, the last day of such Interest Period and the Termination Date, and (c) for a Eurocurrency Loan with an Interest Period of 6 months, the date that is 3 months from the first day of such Interest Period and the last day of such Interest Period and the Termination Date. "Interest Period" is defined in Section 2.4. "Lender" is defined in the first sentence of this Agreement. "Lending Office" is defined in Section 8.4. "LIBOR" is defined in Section 2.6(b). "Lien" means any interest in any Property or asset securing an obligation owed to, or a claim by, a Person other than the owner of the Property or asset, whether such interest is based on the common law, statute or contract, including, but not limited to, the security interest lien arising from a mortgage, encumbrance, pledge, conditional sale, security agreement or trust receipt, or a lease, consignment or bailment for security purposes. "Loan" means a Base Rate Loan or Eurocurrency Loan, each of which is a "type" of Loan hereunder. "Margin Testing Time" is defined in Section 2.6(b). "Material Adverse Effect" means a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise) or prospects of (i) the Borrower or (ii) the Borrower and its Subsidiaries taken as a whole. "National Currency Unit" means a unit of currency (other than a Euro Unit) of a Participating Member State. "Notice of Borrowing" means a notice in substantially the form of Exhibit A. "Notice of Conversion/Continuation" means a notice in substantially the form of Exhibit B. "Obligations" means all fees payable hereunder, all obligations of the Borrower to pay principal or interest on Loans and all other payment obligations of the Borrower to the Agent or any Lender arising under or in relation to any Credit Document. "Optional Currency" means Pounds Sterling, Deutsche Mark, Australian Dollars, French Francs, Italian Lira and Euros and any other currency requested by the Borrower and acceptable 7 to the Agent and all Lenders provided such requested currency is freely available in the international bank market, freely transferable and freely convertible into U.S. Dollars and readily utilized for the settlement of private international debt transactions. "Participating Member State" means each such state so described in any EMU Legislation. "Payment Office" means (a) in respect of payments in Dollars, the address for payments set forth on Schedule 10.7 or such other address as the Agent may from time to time specify in accordance with Section 10.7 and, (b) in the case of payments in any Optional Currency, such address as the Agent may from time to time specify in accordance with Section 10.7. "PBGC" is defined in Section 5.14. "Percentage" means, for each Lender, the percentage of the Commitments represented by such Lender's Commitment; provided that, if the Commitments are terminated, each Lender's Percentage will be calculated based on the percentage which such Lender's then outstanding principal amount of Loans is of the aggregate outstanding principal amount of Loans of all Lenders. "Permitted Liens" is defined in Section 6.13. "Person" means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or any agency or political subdivision thereof. "Plan" means an employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (i) maintained by a member of the Controlled Group for employees of a member of the Controlled Group of which the Borrower or any of its Subsidiaries is a member or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group of which the Borrower or any of its Subsidiaries is a member is then making or accruing an obligation to make contributions or has within the preceding five plan years made or had an obligation to make contributions. "Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired. "Required Lenders" means, at any time, Lenders then holding in aggregate more than 50% of the Percentages. "Same Day Funds" means (a) with respect to disbursements and payments in U.S. Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Optional Currency, same day or other funds as may be determined by the Agent to be customary 8 in the place of disbursement or payment for the settlement of international banking transactions in the Relevant Optional Currency. "SEC" means the Securities and Exchange Commission. "Security" has the same meaning as in Section 2(l) of the Securities Act of 1933, as amended. "Set-Off" is defined in Section 10.6. "Subsidiary" means, for the Borrower, any corporation or other entity of which more than fifty percent (50%) of the outstanding stock or comparable equity interests having ordinary voting power for the election of the Board of Directors of such corporation or similar governing body in the case of a non- corporation (irrespective of whether or not, at the time, stock or other equity interests of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by the Borrower or by one or more of its Subsidiaries. "Synthetic Lease" means a lease transaction under which the parties intend that (i) the lease will be treated as an "Operating Lease" by the lessee pursuant to Statement of Financial Accounting Standards No. 13, as amended and (ii) the lessee will be entitled to various benefits ordinarily available to owners (as opposed to lessees) of like property. "Termination Date" means the earlier to occur of (i) June 30, 2004 and (ii) the date on which all Obligations owed to the Lenders have been irrevocably paid in full and the Commitments have been terminated. "Total Capitalization" means the sum of Consolidated Debt plus Consolidated Net Worth. "Treaty on European Union" means the Treaty of Rome of 25 March 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on 7 February 1992, and came into force on 1 November 1993) as amended from time to time. "Unfunded Vested Liabilities" means, for any Plan at any time, the amount (if any) by which (i) the present value of all vested nonforfeitable accrued benefits under such Plan exceeds (ii) the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the relevant Controlled Group to the PBGC or the Plan. "U.S. Dollar Equivalent" means the amount of U.S. Dollars which would be realized by converting an Optional Currency into U.S. Dollars in the spot market at the exchange rate quoted by the Agent, at approximately 11:00 a.m. (London, England time) two (2) Business Days prior to the date on which a computation thereof is required to be made, to major banks in the interbank foreign exchange market for the purchase of U.S. Dollars for such Optional Currency. 9 "Voting Stock" of any Person means capital stock of any class or classes (however designated) having ordinary voting power for the election of directors of such Person, other than stock having such power only by reason of the happening of a contingency. "Welfare Plan" means a "welfare plan", as defined in Section 3(l) of ERISA. "Wholly-Owned" when used in connection with any Subsidiary of the Borrower means a Subsidiary of which all of the issued and outstanding shares of stock or other equity interests (other than directors' qualifying shares as required by law) are owned by the Borrower and/or one or more of its Wholly-Owned Subsidiaries. "Year 2000 Problem" means the risk that computer applications used by the Borrower and its Subsidiaries may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999. Section 1.2. Interpretation. The foregoing definitions shall be equally -------------- applicable to the singular and plural forms of the terms defined. All references to times of day in this Agreement shall be references to Chicago, Illinois time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP as in effect from time to time except where such principles are inconsistent with the specific provisions of this Agreement; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any provision hereof to eliminate the effect of any change after the date hereof in GAAP (including its generally accepted application or interpretation) on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders wish to amend any provision for such purpose), then such provision shall be interpreted, and compliance with such provision shall be determined, on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Borrower, the Agent and the Required Lenders. Section 1.3. Euro Provisions. --------------- (a) If and to the extent that any provision of this Agreement dealing with Euros relates to any state (or the currency of such state) that is not a Participating Member State on the date hereof, such provision shall become effective in relation to such state (and the currency of such state) at and from the date on which such state becomes a Participating Member State. (b) If, pursuant to any applicable EMU Legislation, any Loan is capable of being made either in the Euro or in a National Currency Unit, such Loan shall be made in Euro or such National Currency Unit as the Borrower may select. (c) If the basis of accrual of interest or fees expressed in this Agreement with respect to the currency of any state that is or becomes a Participating Member State shall be inconsistent 10 with any convention or practice in the London Interbank Market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State, provided, that if any Loan in the currency of such state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Loan, at the end of the applicable Interest Period. (d) Without prejudice and in addition to any method of conversion or rounding prescribed by the EMU Legislation, each reference in this Agreement to fixed amount or fixed amounts in a National Currency Unit to be paid to or by the Agent shall be replaced by a reference to such reasonably comparable and convenient fixed amount or fixed amounts in the Euro Unit as the Agent may from time to time specify. (e) Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, except as expressly provided in this Section, each provision of this Agreement shall be subject to such reasonable changes of construction as the Agent in consultation with the Borrower may from time to time specify to be necessary or appropriate to reflect the introduction of or changeover to the Euro in Participating Member States. SECTION 2. THE CREDIT FACILITIES. Section 2.1. Ratable Borrowings under the Revolving Credit. Subject to the --------------------------------------------- terms and conditions hereof, each Lender severally and not jointly agrees to make one or more loans (each a "Loan") to the Borrower from time to time before the Termination Date on a revolving basis up to the amount of its commitment set forth on Schedule 2.1 or pursuant to Section 10.11 (for each Lender, as such amounts may be reduced from time to time in accordance with the terms hereof, its "Commitment" and in the aggregate the "Commitments"), subject to any reductions thereof. The aggregate principal amount of Loans outstanding (which, for purposes of this Agreement in the case of Eurocurrency Loans denominated in an Optional Currency shall mean the U.S. Dollar Equivalent thereof) to the Borrower shall not at any time exceed the Commitments in effect at such time. Each Borrowing of Loans shall be made ratably from the Lenders in proportion to their respective Percentages. Loans may be repaid and their principal amount reborrowed before the Termination Date, subject to the terms and conditions hereof. Section 2.2. Types of Loans and Minimum Borrowing Amounts. Borrowings of -------------------------------------------- Loans may be outstanding as either Base Rate Loans or Eurocurrency Loans, as selected by the Borrower pursuant to Section 2.3. Each Borrowing of Base Rate Loans shall be in an amount not less than $5,000,000, or any larger amount that is an integral multiple of $1,000,000. Each Borrowing of Eurocurrency Loans denominated in U.S. Dollars shall be in a minimum amount of $5,000,000 or such greater amount which is an integral multiple of $1,000,000. Each Borrowing of Eurocurrency Loans denominated in an Optional Currency shall be in a minimum amount for which the U.S. Dollar Equivalent is $10,000,000 or such greater amount which is an integral multiple of 1,000,000 units of the relevant currency or, solely in the case of a Eurocurrency Loan 11 denominated in an Optional Currency being continued in the same currency, if less, the same amount of such currency. Section 2.3. Manner of Borrowing. ------------------- (a) Notice to the Agent. The Borrower shall give irrevocable notice to the Agent in the form of a Notice of Borrowing by no later than 10:30 a.m. (Chicago time) (i) at least (x) three (3) Business Days in the case of Eurocurrency Loans denominated in U.S. Dollars and (y) four (4) Business Days in the case of Eurocurrency Loans denominated in any Optional Currency before the date on which the Borrower requests Lenders to advance a Borrowing of Eurocurrency Loans and (ii) on the date the Borrower requests Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each of its Borrowings or, subject to Section 2.2's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurocurrency Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurocurrency Loans denominated in the same currency for an Interest Period or Interest Periods specified by the Borrower or, if such Borrowing is denominated in U.S. Dollars, convert part or all of such Borrowing into Base Rate Loans, (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurocurrency Loans for an Interest Period or Interest Periods specified by the Borrower. Notices of the continuation of a Borrowing of Eurocurrency Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurocurrency Loans denominated in U.S. Dollars into Base Rate Loans or of Base Rate Loans into Eurocurrency Loans must be given to the Agent in the form of a Notice of Conversion/Continuation by no later than 10:30 a.m. (Chicago time) at least (x) three (3) Business Days before the date of the requested continuation or conversion for Loans denominated in U.S. Dollars and (y) four (4) Business Days before the date of a requested continuation in the case of Eurocurrency Loans denominated in an Optional Currency. The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) and shall specify the date of the requested advance, continuation or conversion (which shall be a Business Day), for Borrowings, the amount of the requested Borrowing, the type of Loans to comprise such new, continued or converted Borrowing, and, if such Borrowing is to be comprised of Eurocurrency Loans, the currency in which such Borrowing is to be denominated and the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or facsimile notice given by any person it in good faith believes is an authorized representative of the Borrower without the necessity of independent investigation and that, if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon. There shall not be more than eight (8) Borrowings of Eurocurrency Loans outstanding at any one time. 12 (b) U.S. Dollar Equivalent Determination. The Administrative Agent will determine the U.S. Dollar Equivalent Amount with respect to any (i) Borrowing comprised of Eurocurrency Loans in Optional Currencies as of the requested borrowing date, conversion date or continuation date, (ii) outstanding Loans in Optional Currencies as of the last Business Day of each month, and (iii) during the occurrence and continuation of an Event of Default, such other dates as may be requested by the Required Banks (but in no event more frequently than once a week) (each such date a "Determination Date"). (c) Notice to the Lenders. The Agent shall give prompt telephonic, telex or facsimile notice to each Lender of any notice received pursuant to Section 2.3(a) relating to a Borrowing. The Agent shall give notice to the Borrower and each Lender of the interest rate applicable to each Borrowing of Eurocurrency Loans (but, if such notice is given by telephone, the Agent shall confirm such rate in writing) promptly after the Agent has made such determination. (d) Borrower's Failure to Notify. In the event the Borrower fails to give notice pursuant to Section 2.3(a) of the continuation of any outstanding principal amount of a Borrowing of Eurocurrency Loans or the conversion of U.S. Dollar Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 2.3(a) and has not notified the Agent within the period required by Section 2.7 that it intends to prepay such Borrowing, such Borrowing shall automatically be continued as a Borrowing of Eurocurrency Loans in the same currency with an Interest Period of one month, subject to Section 4.2 hereof, including the restrictions contained in the definition of "Interest Period." (e) Disbursement of Loans. Each Lender will make the amount of its ratable share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office on the borrowing date requested by the Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in U.S. Dollars, by 11:00 a.m. (Chicago time), (ii) in the case of a Borrowing comprised of Optional Currency Loans, by such time as the Agent may determine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment. The proceeds of all such Loans will then be made available to the Borrower by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Borrower of like funds as received by the Agent; provided that the Agent shall disburse such funds as it has received from the Lenders to the Borrower (x) in the case of loans denominated in U.S. Dollars, no later than 11:00 a.m. (Chicago time), and (y) in the case of Optional Currency Loans no later than two hours after the funding deadline specified by the Agent under clause (ii) above. No Lender shall be responsible to the Borrower for any failure by another Lender to fund its portion of a Borrowing, and no such failure by a Lender shall relieve any other Lender from its obligation, if any, to fund its portion of a Borrowing. (f) Agent Reliance on Bank Funding. Unless the Agent shall have been notified by a Lender before the date on which such Lender is scheduled to make payment to the Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not 13 intend to make such payment, the Agent may assume that such Lender has made such payment when due and in reliance upon such assumption may (but shall not be required to) make available to the Borrower the proceeds of the Loan to be made by such Lender and, if any Lender has not in fact made such payment to the Agent, such Lender shall, on demand, pay to the Agent the amount made available to the Borrower attributable to such Lender together with interest thereon for each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Lender pays such amount to the Agent at a rate per annum equal to the Federal Funds Rate. If such amount is not received from such Lender by the Agent immediately upon demand, the Borrower will, on demand, repay to the Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan. Section 2.4. Interest Periods. As provided in Section 2.3(a), at the time ---------------- of each request for the advance or continuation of, or conversion into, a Borrowing of Eurocurrency Loans, the Borrower shall select an Interest Period applicable to such Loans from among the available options. The term "Interest Period" means the period commencing on the date a Borrowing of Eurocurrency Loans is advanced, continued, or created by conversion and ending on the date 1, 2, 3 or 6 months thereafter; provided, however, that: (a) the Borrower may not select an Interest Period for a Borrowing of Loans that extends beyond the Termination Date; (b) whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall be extended to the next succeeding Business Day; provided that if such extension would cause the last day of such Interest Period to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding Business Day; and (c) for purposes of determining an Interest Period, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there is no such numerically corresponding day in the month in which an Interest Period is to end or if an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end. Section 2.5. Maturity of Loans. Unless an earlier date is provided for ----------------- under the terms of this Agreement, each Loan shall mature and become due and payable by the Borrower on the Termination Date. Section 2.6. Applicable Interest Rates. (a) Base Rate Loans. Each Base ------------------------- --------------- Rate Loan shall bear interest (computed on the basis of a 365 or 366 day year, as applicable, and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is made until maturity (whether by acceleration or otherwise) at a rate per annum equal to the Base Rate from time to 14 time in effect, payable on each Interest Payment Date for such Loan and at maturity (whether by acceleration or otherwise). "Base Rate" means for any day the greater of: (i) the floating commercial loan rate announced by the Agent from time to time as its "reference rate" for U.S. Dollar loans, in effect on such day, with any change in such announced rate to be effective on the date of the relevant change; and (ii) the sum of (x) the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the next Business Day, provided, that (A) if such day is not a Business Day, the rate on such transactions on the immediately preceding Business Day so published on the next Business Day shall apply, and (B) if no such rate is published on such next Business Day, the rate for such day shall be the average rate quoted to the Agent on such day for such transactions as determined by the Agent, plus (y) 1/2 of 1% (0.50%). (b) Eurocurrency Loans. Each Eurocurrency Loan shall bear interest ------------------ (computed on the basis of (x) a year of 365 days and actual days elapsed in the case of Eurocurrency Loans denominated in Pounds Sterling and (y) a year of 360 days and actual days elapsed in the case of all other Eurocurrency Loans; provided that if the Borrower and the Agent mutually determine that a different convention or practice arises with respect to Euros in the London interbank market, computation of interest on Loans denominated in Euros shall be made based on such convention or practice) on the unpaid principal amount thereof from the date such Loan is made until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Eurocurrency Margin plus the Offshore Rate applicable to such Loan, payable on each Interest Payment Date for such Loan and at maturity (whether by acceleration or otherwise). "Offshore Rate" means, for any Interest Period, with respect to ------------- Eurocurrency Rate Loans comprising part of the same Borrowing, the rate of interest per annum (rounded upward to the next 1/100th of 1%) determined by the Agent as follows: Offshore Rate = LIBOR --------------------------- 1.00 - Eurodollar Reserve Percentage Where, "Eurodollar Reserve Percentage" means for any day for any Interest ----------------------------- Period the maximum reserve percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on such day (applicable to BofA) under regulations issued from time to time by the Board of Governors of the Federal Reserve 15 System (or any successor) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities"); and "LIBOR" means (i) with respect to Eurocurrency Loans denominated in ----- U.S. Dollars or Optional Currencies other than Euros the rate of interest per annum determined by the Agent to be the arithmetic mean (rounded upward to the next 1/100th of 1%) of the rate of interest per annum notified to the Agent by BofA as the rate of interest at which deposits in U.S. Dollars or Optional Currencies in the approximate amount of the Loan to be made or continued as, or converted into, an Eurocurrency Rate Loan by BofA (in its capacity as a Lender) and having a maturity comparable to such Interest Period would be offered to major banks in the relevant interbank market at their request at approximately 10:30 a.m. (Chicago time) two Business Days prior to the commencement of such Interest Period and (ii) with respect to Eurocurrency Loans denominated in Euros, the rate appearing on the applicable page of the Dow Jones Telerate Monitor Service (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Agent from time to time for purposes of providing quotations of interest rate applicable to Euro deposits in the London interbank market or, if no such service is available the rate notified to the Agent by BofA as the rate it would offer Euros to major banks in the London interbank market) as a rate of interest at which Euros in the approximate amount of the Loan to be made or continued as, or converted into, a Eurocurrency Loan by BofA (in its capacity as a Lender) and having a maturity comparable to such Interest Period at approximately 10:30 a.m. (Chicago time) two Business Days prior to the commencement of such Interest Period or such other date as is customary in the relevant Euro interbank market. The Eurocurrency Rate shall be adjusted automatically as to all Eurocurrency Rate Loans then outstanding as of the effective date of any change in the Eurodollar Reserve Percentage. "Applicable Eurocurrency Margin" means, with respect to the Eurocurrency Loans as follows: 16 IF AS OF THE RELEVANT APPLICABLE MARGIN TESTING TIME, THE MARGIN FOR CONSOLIDATED LEVERAGE EUROCURRENCY LOANS RATIO IS IS Above .500 to 1 .75% Greater than or equal to .450 to 1 but less than or equal to .500 to 1 .60% Greater than or equal to .350 to 1 but less than .450 to 1 .50% below .350 to 1 .40% Not later than five (5) Business Days after the deadline for receipt by the Agent of the financial statements called for by Section 6.6(a)(i) and (ii) hereof for each fiscal quarter or year (each, a "Margin Testing Time"), the Agent shall determine the Consolidated Leverage Ratio for the applicable period based upon such financial statements and shall promptly notify the Borrower of such determination and of any change in the Applicable Eurocurrency Margin and the commitment fee resulting therefrom, any such change in the Applicable Eurocurrency Margin and the commitment fee to be effective as of the delivery of such notice to the Borrower and to continue in effect until the effective date of the next quarterly redetermination in accordance with the foregoing; it being -- ----- understood that if the Borrower fails to deliver the financial statements and - ---------- certificate called for by Section 6.6(a)(i), (ii) or Section 6.6 (b) on or before the 60th day (or, if applicable, the 120th day) after any fiscal quarter, commencing on such 60th or 120th day, as applicable, until the date such financial statements and certificate are delivered, the Applicable Eurocurrency Margin shall be .75%. In determining the Consolidated Leverage Ratio as of any Margin Testing Time, the Agent will accept the financial statements for the Borrower and its Subsidiaries as prepared by the Borrower pursuant to Section 6.6 hereof, provided that such determination with respect to any calendar quarter shall be subject to redetermination (to be effective retroactively as of the effective date of the Applicable Eurocurrency Margin and commitment fee being redetermined) in the event the final audited statements of the Borrower so indicate for such calendar quarter. Any determination by the Agent of the Consolidated Leverage Ratio shall be conclusive and binding upon the Borrower absent demonstrable error provided that it has been made in good faith. The Applicable Eurocurrency Margin on the Effective Date shall be .50%. (c) Rate Determinations. The Agent shall determine each interest rate ------------------- applicable to the Loans hereunder and such determination shall be conclusive and binding except in the case of demonstrable error or willful misconduct. 17 Section 2.7. Optional Prepayments. Subject to Section 2.11, the Borrower -------------------- may, at any time or from time to time, by giving the Agent irrevocable notice not later than (i) 10:30 a.m. (Chicago time) on the date of the proposed prepayment, in the case of Base Rate Loans, (ii) 10:30 a.m. (Chicago time) three Business Days prior to the proposed payment date, in the case of Eurocurrency Loans in U.S. Dollars and (iii) 10:30 a.m. (Chicago time) four Business Days prior to the proposed payment date in the case of Eurocurrency Rate Loans in Optional Currencies, ratably prepay Loans in whole or in part, in minimum amounts of (x) $5,000,000 or any multiple of $1,000,000 in excess thereof, in the case of loans denominated in U.S. Dollars and (y) the U.S. Dollar Equivalent of $10,000,000 or such greater amount which is an integral multiple of 1,000,000 units of the relevant currency thereof, in the case of Loans in Optional Currencies. Such notice of prepayment shall specify the date and amount of such prepayment and the type(s) of Loans to be prepaid and the relevant currency. The Agent will promptly notify each Lender of its receipt of any such notice and of the Lenders' ratable share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with, in the case of Eurocurrency Loans, accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 2.11. Section 2.8. Mandatory Prepayments of Loans. If on any Determination Date ------------------------------ the Agent shall have determined that the aggregate U.S. Dollar Equivalent of all Loans then outstanding exceeds the combined Commitments of the Lenders by more than $250,000, due to a change in applicable rates of exchange between U.S. Dollars and Optional Currencies, then the Agent shall give notice to the Borrower that a prepayment is required under this Section and the Borrower shall be obligated to pay the amount of such excess to the Agent within one Business Day of the Borrower's receipt of such notice for the ratable benefit of the Lenders as repayment of the Loans such that, after giving effect to such prepayment the aggregate U.S. Dollar Equivalent amount of all Loans does not exceed the combined Commitments. Payments of Loans under this Section 2.8 shall be applied (and to the extent necessary made in the applicable currency) to repay first, Base Rate Loans and second, Eurocurrency Loans. Each such repayment, in the case of Eurocurrency Loans, shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11. Section 2.9. Default Rate. If any payment of principal on any Loan is not ------------ made when due (whether by acceleration or otherwise), such Loan shall bear interest (computed on the basis of a year of 360 days and actual days elapsed) from the date such payment was due until paid in full, payable on demand, at a rate per annum equal to: (a) for any Base Rate Loan, the sum of two percent (2%) per annum plus the Base Rate from time to time in effect; and (b) for any Eurocurrency Loan, the sum of two percent (2%) per annum plus the rate of interest in effect thereon at the time of such default until the end of the Interest Period for such Loan and, thereafter, at a rate per annum equal to the sum of two percent (2%) per annum plus the Base Rate from time to time in effect. 18 Section 2.10. Loan Accounts. Each Lender shall record on its books and ------------- records the amount of each Loan outstanding from it to the Borrower, all payments of principal and interest and the principal balance from time to time outstanding thereon, the type of such Loan and, if a Eurocurrency Loan, the applicable currency, Interest Period and interest rate applicable thereto. Such record shall be prima facie evidence as to all such matters; provided, however, that the failure of any holder to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans outstanding to it hereunder together with accrued interest thereon. Section 2.11. Funding Indemnity. If any Lender incurs any loss, cost or ----------------- expense (including, without limitation, any loss of profit and any loss, cost, expense or premium incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurocurrency Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender) as a result of: (a) any payment or prepayment of a Eurocurrency Loan on a date other than the last day of its Interest Period (whether by acceleration, mandatory prepayment or otherwise), or (b) any failure (because of a failure to meet the conditions of Section 4 or otherwise) by the Borrower to borrow a Eurocurrency Loan on the date specified in a notice given pursuant to Section 2.3(a), then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense (but excluding the Applicable Eurocurrency Margin which would have otherwise accrued on such prepaid amount). If any Lender makes such a claim for compensation, it shall provide to the Borrower a certificate executed by an officer of such Lender setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense), and the amounts shown on such certificate shall be conclusive and binding absent manifest error. Section 2.12. Commitment Reductions. The Borrower shall have the right at --------------------- any time and from time to time, upon five (5) Business Days' prior written notice to the Agent, to terminate the Commitments without premium or penalty, in whole or in part, any partial termination to be in an amount not less than $10,000,000, and in each case in integral multiples of $1,000,000, and such termination shall be allocated ratably among the Lenders in proportion to their respective Commitments; provided that the Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Loans then outstanding. The Agent shall give prompt notice to each Lender of any such termination of Commitments. Any termination of Commitments pursuant to this Section 2.12 may not be reinstated. 19 SECTION 3. FEES AND PAYMENTS. Section 3.1. Fees. (a) Commitment Fee. For the period from the Effective ---- Date to and including the Termination Date, the Borrower shall pay to the Agent for the ratable account of the Lenders a commitment fee accruing at a rate per annum (computed on a basis of a year of 360 days, as the case may be, and actual days elapsed) on the actual daily difference between the Commitments and the principal amount of Loans outstanding (which amount, for purposes of this Section 3.1(a) shall, with regard to Eurocurrency Loans denominated in any Optional Currency, be based on the U.S. Dollar Equivalent determined from time to time on the applicable Determination Dates) as follows: IF AS OF THE RELEVANT MARGIN TESTING TIME, THE CONSOLIDATED LEVERAGE RATIO COMMITMENT FEE IS IS Above .500 to 1 .25% Greater than or equal to .450 to 1 but less than or equal to .500 to 1 .20% Greater than or equal to .350 to 1 but less than .450 to 1 .175% below .350 to 1 .15% such fee being payable in arrears commencing on September 30, 1999, on the last day of each calendar quarter thereafter and on the Termination Date, unless the Commitments are terminated in whole on an earlier date, in which event the commitment fee for the period to but not including the date of such termination shall be paid in whole on the date of such termination. The applicable commitment fee shall be determined in accordance with the last paragraph of Section 2.6(b). In the event the required financial statements and certificate have not been delivered by the time required, the commitment fee shall be .25% until such financial statements are delivered. The commitment fee on the Effective Date shall be .175%. (b) Agent and Administration Fees. The Borrower shall pay to the Agent and the Arranger the fees agreed to among the Agent, the Arranger and the Borrower in a letter dated June 1, 1999 (the "Fee Letter") or as otherwise agreed between them in writing. Section 3.2. Place and Application of Payments. All payments to be made by --------------------------------- the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders at the Agent's Payment Office and, with respect to principal of, and interest on and any other amounts relating to, any Eurocurrency Loan in Optional Currency, shall 20 be made in the Optional Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in U.S. Dollars. Such payment shall be made in Same Day Funds, and (i) in the case of Optional Currency payments, no later than such time on the dates specified herein as may be determined by the Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (ii) in the case of any U.S. Dollar payments, no later than 10:30 a.m. (Chicago time), on the date specified. The Agent will promptly distribute like funds to each Lender, pro rata, based on each Lender's Percentage. Any payment which is received by the Agent later than the time determined as provided in clauses (i) and (ii) above, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Section 3.3. Withholding Taxes. ----------------- (a) Payments Free of Withholding. Except as otherwise required by law and subject to Sections 3.3(b) and (c), each payment by the Borrower under, this Agreement shall be made without withholding for or on account of any present or future taxes (other than taxes imposed on, or measured by reference to, the net income or net profits of, or franchise taxes imposed on, the recipient) imposed by or within the jurisdiction in which the Borrower is domiciled, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower shall make the withholding, pay the amount withheld to the appropriate Governmental Authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount that Lender or the Agent (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any such taxes, penalties or interest the Borrower shall reimburse the Agent or that Lender for that payment on demand in the currency in which such payment was made. If the Borrower pays any such taxes, penalties or interest, it shall deliver written evidence of such payment to the Lender or Agent on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) on or before the thirtieth day after payment. (b) U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Agent, two duly completed and signed copies of either Form 1001 (entitling such Lender to a complete exemption from withholding under the Code on all amounts to be received by such Lender, including fees, hereunder) or Form 4224 (relating to all amounts to be received by such Lender, including fees, hereunder) of the United States Internal Revenue Service. Thereafter and from time to time, each Lender shall submit to the Borrower and the Agent such additional duly completed and signed copies of one or the other of such Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may be (i) notified by the Borrower, directly or through the Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes 21 on payments in respect of all amounts to be received by such Lender, including fees, hereunder. Upon the request of the Borrower, each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower a certificate to the effect that it is such a United States person. (c) Notwithstanding the foregoing, the Borrower shall not be required to make any payments or reimburse the Agent or any Lender under this Section 3.3 with respect to any taxes imposed on or paid by the Agent or such Lender more than one hundred eighty (180) days before the date on which a request for payment or reimbursement is delivered to the Borrower. If the Agent or any Lender is entitled to additional payments or reimbursement under this Section 3.3, it agrees to designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such additional payments or reimbursement and will not, in the sole judgment of the Agent or such Lender, be otherwise disadvantageous to it. SECTION 4. CONDITIONS PRECEDENT. Section 4.1. Agreement Effectiveness. This Agreement shall be and become ----------------------- effective on the date (the "Effective Date") on which the Borrower, the Lenders and the Agent shall have executed and delivered this Agreement and the Agent shall have received (or, in the case of Sections 4.1(e), (f) and (g), the Agent shall be satisfied that such conditions are met) all of the following, each duly executed and dated the Effective Date (or such earlier date as shall be satisfactory to the Agent) in form and substance satisfactory to the Agent: (a) the opinion of Sidley & Austin, legal counsel to the Borrower covering the matters referred to in Sections 5.1 through 5.5, 5.7 and 5.8 of this Agreement and such additional matters as the Agent or Required Lenders may reasonably require; (b) copies of resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of the Credit Documents to which it is a party, certified by the Secretary or Assistant Secretary of the Borrower; (c) specimen signatures of the persons authorized to execute Credit Documents on the Borrower's behalf, certified by the Secretary or Assistant Secretary of the Borrower; (d) payment of all fees then due and owing to the Agent and each Lender under Section 3.1; (e) all legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Required Lenders and no event having a Material Adverse Effect shall have occurred since December 31, 1998; (f) evidence, reasonably satisfactory to the Agent, that (i) all outstanding Debt under the Existing Credit Agreements have been, or concurrently with the issuance of the initial Loans 22 will be, paid in full and (ii) all commitments under the Existing Credit Agreements have been or concurrently with the issuance of the initial Loans will be terminated; and (g) there shall not have been any material disruption in the capital markets generally which could, in the reasonable good faith determination of the Agent, have a materially adverse effect on the ability to extend, or maintain any commitment to extend, at the time contemplated hereby, senior bank financing of the type contemplated hereby or to syndicate the same. Section 4.2. All Credit Events. At the time of each Credit Event ----------------- hereunder: (a) The Agent shall have received the notice required by Section 2.3; (b) Each of the representations and warranties of the Borrower set forth in Section 5 shall be and remain true and correct in all material respects as of the date of such Credit Event, except to the extent that any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct as of such earlier date; and (c) No Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event. Each request for a Borrowing and each request for the conversion or continuance of a Borrowing shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing, conversion or continuance as to the facts specified in subsections (b) and (c) of this Section 4.2. SECTION 5. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to each Lender and the Agent as follows: Section 5.1. Organization. (a) The Borrower and each of its Subsidiaries: ------------ (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization; (ii) has all necessary power to own the Property and assets it uses in its business and otherwise to carry on its present business and the business it currently proposes to transact; and (iii) is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business transacted by it or the nature of the property owned or leased by it makes such licensing or qualification necessary and in which the failure to be so licensed or qualified would have a Material Adverse Effect. (b) As of the Effective Date, the Borrower has no Subsidiaries other than those Subsidiaries listed on Schedule 5.1. Section 5.2. Corporate Power and Authority. The Borrower has the corporate ----------------------------- power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to 23 which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of such Credit Documents. The Borrower has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). Section 5.3. No Violation. Neither the execution, delivery or performance ------------ by the Borrower of the Credit Documents to which it is a party nor compliance by it with the terms and provisions thereof, nor the consummation of the transactions contemplated herein or therein, will (i) contravene any applicable provision of any law, statute, rule or regulation, or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) conflict with or result in any breach of any term, covenant, condition or other provision of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower or any of its Subsidiaries under the terms of any Contractual Obligation to which the Borrower or any of its Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) violate any provision of the Articles of Incorporation or By-Laws or corresponding organizational documents of the Borrower or any of its Subsidiaries. Section 5.4. Governmental Authorization. No material approval, consent, -------------------------- exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority which has not been obtained or given is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of any Credit Document. Section 5.5. Litigation. There are no actions, suits or proceedings ---------- pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened, involving the Borrower or any of its Subsidiaries (i) that are likely to have a Material Adverse Effect or (ii) that could reasonably be expected to have a material adverse effect on the rights or remedies of the Lenders or on the ability of the Borrower to perform its obligations to the Lenders under this Agreement. Section 5.6. Use of Proceeds; Margin Regulations. (a) The proceeds of all ----------------------------------- Loans shall be used (i) to pay fees and expenses incurred in connection with this Agreement, (ii) to repay Debt under the Existing Credit Agreements and (iii) for general corporate purposes. (b) No proceeds of any Loan will be used to purchase or carry any "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit for the purpose of purchasing or carrying any "margin stock." (c) Notwithstanding any of the foregoing, no proceeds of any Loan will be used to finance, fund or complete any hostile acquisition of any Person. 24 Section 5.7. Investment Company Act. Neither the Borrower nor any of its ---------------------- Subsidiaries is an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended. Section 5.8. Public Utility Holding Company Act. Neither the Borrower nor ---------------------------------- any of its Subsidiaries is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, as amended. Section 5.9. True and Complete Disclosure. All factual information ---------------------------- heretofore or contemporaneously furnished by or on behalf of the Borrower or its Subsidiaries to the Agent or any Lender (including, without limitation, all information contained herein) in connection with this agreement or any transaction contemplated herein is, and all other such factual information hereafter furnished by or on behalf of any such Persons in writing to the Agent or any Lender will be, true and accurate in all material respects on the date of such information and not incomplete by omitting to state any material fact necessary to make such information not misleading at such time in light of the circumstances under which such information was provided. Section 5.10. Financial Statements. The audited consolidated financial -------------------- statements of the Borrower as at December 31, 1998 and the unaudited consolidated financial statements of the Borrower for the three month period ended March 31, 1999, copies of which have been delivered to the Lenders, in each case (i) have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as disclosed therein) and (ii) fairly present on a consolidated basis the financial position of the Borrower and its Subsidiaries, as of the dates thereof, and the results of operations for the periods covered thereby. The Borrower and its Subsidiaries have no material contingent liabilities other than those disclosed in the financial statements referred to in this Section 5.10 or in any supplemental report already furnished to the Lenders in writing. With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower this representation shall be deemed to refer to the financial statements most recently delivered by the Borrower to the Lenders. Section 5.11. No Material Adverse Change. No event has occurred which had a -------------------------- Material Adverse Effect since December 31, 1998. Section 5.12. Labor Controversies. There are no labor controversies pending ------------------- or, to the best knowledge of the Borrower or its Subsidiaries, threatened against the Borrower and its Subsidiaries that can reasonably be foreseen to threaten a Material Adverse Effect. Section 5.13. Taxes. The Borrower and its Subsidiaries have filed all ----- United States federal tax returns and all other tax returns required to be filed and have paid all taxes due, except such taxes, if any, as are being contested in good faith and for which adequate reserves have been provided. No tax liens have been filed and no claims are being asserted for taxes, which liens or claims could have a Material Adverse Effect. The charges, accruals and reserves 25 on the books of the Borrower and its Subsidiaries for taxes and other governmental charges are adequate. Section 5.14. ERISA. The Borrower and its Subsidiaries and each other ----- member of its Controlled Group has fulfilled its obligations under the minimum funding standards of and is in compliance in all material respects with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and with the Code to the extent applicable to it, and has not incurred any liability to the Pension Benefit Guaranty Corporation ("PBGC") or a Plan under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. Neither the Borrower nor its Subsidiaries have any contingent liability with respect to any post-retirement benefits under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA. Section 5.15. Intellectual Property. The Borrower and its Subsidiaries own --------------------- or hold a valid license to use all the material patents, trademarks, permits, service marks, trade names, technology, know-how and formulas or other rights related to the foregoing, free of any burdensome restrictions, that are used in the operation of the business of the Borrower or of its Subsidiaries as presently conducted and as proposed to be conducted as determined by the Borrower and its Subsidiaries in their reasonable judgment, except for such intellectual property or burdensome restrictions which are not likely to individually or in the aggregate, have a Material Adverse Effect. Section 5.16. Compliance with Statutes, Etc. The Borrower and its ----------------------------- Subsidiaries are in compliance with all applicable statutes, regulations and orders of and all applicable restrictions imposed by, all governmental bodies, domestic and foreign, in respect of the conduct of its business and the ownership of its Property, except such non-compliance as is not likely to, individually or in the aggregate, have a Material Adverse Effect. Section 5.17. Environmental Matters. (a) The Borrower and its Subsidiaries --------------------- have complied with, and on the date of each Credit Event are in compliance with, all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws except to the extent such noncompliance is not likely to have a Material Adverse Effect. There are no pending or, to the best knowledge of the Borrower and its Subsidiaries, past or threatened Environmental Claims against the Borrower or its Subsidiaries of any real property owned or operated by the Borrower or its Subsidiaries that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. There are no conditions or occurrences on any real property owned or operated by the Borrower or its Subsidiaries or, to the best knowledge of the Borrower and its Subsidiaries, on any property adjoining or in the vicinity of any such real property that would reasonably be expected (i) to form the basis of an Environmental Claim against the Borrower or its Subsidiaries or any such real property that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (ii) to cause any such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property by the Borrower or its Subsidiaries under 26 any applicable Environmental Law which restrictions are likely to have a Material Adverse Effect. (b) Hazardous Materials have not at any time been generated, used, treated or stored on, or transported to or from, any real property owned or operated by the Borrower or its Subsidiaries in a manner that has violated or would reasonably be expected to violate any Environmental Law except such violations as are not likely, individually or in the aggregate, to have a Material Adverse Effect. Hazardous Materials have not at any time been released on or from any real property located in the United States owned or operated by the Borrower or any of its Subsidiaries except such releases as are not likely, individually or in the aggregate, to have a Material Adverse Effect. To the best of the Borrower's knowledge, there are not now any underground storage tanks located on any real property located in the United States owned or operated by the Borrower or its Subsidiaries. Section 5.18. Existing Debt. Schedule 5.18 contains a complete list of all ------------- Debt (other than the Obligations hereunder and under the Existing Credit Agreements) of the Borrower and its Subsidiaries as of March 31, 1999 and all other Debt incurred by the Borrower or any of its Subsidiaries between March 31, 1999 and the Effective Date which had an original principal amount in excess of $25,000,000. Section 5.19. No Burdensome Restrictions; Compliance with Agreements. ------------------------------------------------------ Neither the Borrower nor any of its Subsidiaries is party or subject to any law, regulation, rule or order, or any Contractual Obligation that (individually or in the aggregate) has or reasonably could be foreseen to have a Material Adverse Effect. Section 5.20. Year 2000 Problem. The Borrower and its Subsidiaries have ----------------- reviewed the areas within their business and operations which could be adversely affected by, and have developed or are developing a program to address on a timely basis, the Year 2000 Problem. Based on such review and program, the Borrower reasonably believes that the Year 2000 Problem will not have a Material Adverse Effect. SECTION 6. COVENANTS. The Borrower covenants and agrees that, so long as any Loan is outstanding or any Commitment is available to or in use by the Borrower hereunder, except to the extent compliance in any case is waived in writing by the Required Lenders: Section 6.1. Existence. The Borrower will, and will cause each of its --------- Subsidiaries to, preserve and maintain its existence, subject to the provisions of Section 6.11. Section 6.2. Maintenance. The Borrower will, and will cause each of its ----------- Subsidiaries to, maintain, preserve and keep its plants, properties and equipment necessary to the proper conduct of its business in reasonably good repair, working order and condition and will from time to time make all reasonably necessary repairs, renewals, replacements, additions and betterments thereto 27 so that at all times such plants, properties and equipment are reasonably preserved and maintained; provided, however, that nothing in this Section 6.2 shall prevent the Borrower or any of its Subsidiaries from discontinuing the operation or maintenance of any such properties if such discontinuance is, in the judgment of the Borrower or any such Subsidiary, as applicable, desirable in the conduct of its business or the business of its Subsidiary and not disadvantageous to the Lenders. Section 6.3. Taxes. The Borrower will, and will cause each of its ----- Subsidiaries to, duly pay and discharge all taxes, rates, assessments, fees and governmental charges upon or against it or its properties before payment is delinquent and before penalties accrue thereon, unless and to the extent that the same is being contested in good faith and by appropriate proceedings and appropriate reserves have been established in conformity with GAAP. Section 6.4. ERISA. The Borrower will, and will cause each of its ----- Subsidiaries to, promptly pay and discharge all obligations and liabilities arising under ERISA of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets and will promptly notify the Agent of (i) the occurrence of any reportable event (as defined in ERISA) relating to a Plan, other than any such event of which the PBGC has waived notice by regulation, (ii) receipt of any notice from PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor, (iii) its or any of its Subsidiaries' intention to terminate or withdraw from any Plan, and (iv) the occurrence of any event that could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty, or any material increase in the contingent liability of the Borrower or any of its Subsidiaries in connection with any post- retirement Welfare Plan benefit. Section 6.5. Insurance. The Borrower will, and will cause each of its --------- Subsidiaries to, insure, and keep insured, all insurable Property and assets owned by it of a character usually insured by companies similarly situated and operating like Property or assets, to the extent usually insured (subject to self-insured retentions) by such similar companies. The Borrower and each of its Subsidiaries will also insure employers' and public and product liability risks. The Borrower will, upon request of the Agent, furnish to the Agent a summary setting forth the nature and extent of the insurance maintained pursuant to this Section 6.5. Section 6.6. Financial Reports and Other Information. (a) The Borrower and --------------------------------------- its Subsidiaries will maintain a system of accounting in accordance with generally accepted accounting principles and will furnish to the Agent and each Lender such information about the business and financial condition of the Borrower and its Subsidiaries as the Agent may reasonably request; and, without any request, will furnish to the Agent and each Lender: (i) Within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statement of income and of cash flow for such fiscal quarter and for the portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be in reasonable detail 28 and certified by the Executive Vice President or the Vice President-Risk Management of the Borrower that they fairly present the financial condition of the Borrower and its Subsidiaries (as applicable) as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated and that it has been prepared in accordance with the terms of this Agreement, subject to normal year-end audit adjustments. (ii) Within 120 days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statement of income and retained earnings and of cash flows for such fiscal year and setting forth consolidated comparative figures for the preceding fiscal year certified by PriceWaterhouse Coopers or other independent certified public accountants of recognized national standing, in each case to the effect that such statements fairly present the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations and changes. (iii) Promptly after the sending or filing thereof, copies of all financial statements and projections that the Borrower sends to its shareholders and copies of all filings and registrations with, and reports to, the SEC by the Borrower or any of its Subsidiaries. (b) Each financial statement furnished to the Agent and each Lender pursuant to subsections (i) and (ii) of Section 6.6(a) shall be accompanied by (A) a written certificate signed by the Borrower's Executive Vice President or Vice President-Risk Management to the effect that (i) no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same, and (ii) the representations and warranties contained in Section 5 are true and correct in all material respects as though made on the date of such certificate, except as otherwise described therein, and (B) a Compliance Certificate in the form of Exhibit C showing the Borrower's compliance with the covenants set forth in Sections 6.14, 6.15, 6.17 and 6.18, and attaching an updated Schedule 5.1 if any information pertaining thereto has changed since the previous Compliance Certificate was submitted. (c) Promptly after obtaining knowledge of any of the following, the Borrower shall provide each Lender with written notice in reasonable detail of: (i) any pending or threatened material Environmental Claim against the Borrower or any of its Subsidiaries or any real property owned or operated by the Borrower or any of its Subsidiaries; (ii) any condition or occurrence on any real property owned or operated by the Borrower or any of its Subsidiaries that (x) results in material noncompliance by the Borrower or any of its Subsidiaries with any Environmental Law or (y) could reasonably 29 be anticipated to form the basis of a material Environmental Claim against the Borrower or any of its Subsidiaries or any such real property; (iii) any condition or occurrence on any real property owned or operated by the Borrower or any of its Subsidiaries that could reasonably by anticipated to cause such real property to be subject to any material restrictions on the ownership, occupancy, use or transferability by the Borrower or its Subsidiary, as the case may be, of its interest in such real property under any Environmental Law; and (iv) the taking of any material removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any real property owned or operated by the Borrower or any of its Subsidiaries. For purposes of this Section 6.6(c), "material" shall refer to an event or circumstance that could reasonably be expected to result in losses, costs or liabilities (in excess of any cash escrow available to the Borrower), individually or in the aggregate, in excess of $1,500,000. (d) The Borrower will promptly (and in any event within one Business Day after an officer of the Borrower has knowledge thereof) give notice to the Agent of: (i) the occurrence of any Default or Event of Default; (ii) any default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries which is likely to have a Material Adverse Effect; (iii) any litigation or governmental proceeding of the type described in clause (i) or (ii) of Section 5.5; (iv) any circumstance that has had a Material Adverse Effect; and (v) any information indicating that the Year 2000 Problem could reasonably be expected to have a Material Adverse Effect. Section 6.7. Lender Inspection Rights. Upon reasonable notice from the ------------------------ Agent the Borrower will permit the Agent (and such Persons as the Agent may designate as well as any Lender who wishes to accompany the Agent) during normal business hours to visit and inspect any of the properties of the Borrower to examine all its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss its respective affairs, finances and accounts with its officers, employees and independent public accountants (and by this provision the Borrower authorizes such accountants to discuss with the Agent (and such Persons as the Agent may designate) the finances and affairs of the Borrower and its Subsidiaries) all at such reasonable times and as often as may be reasonably requested. 30 Section 6.8. Conduct of Business. The Borrower and each of its ------------------- Subsidiaries will not engage in any line of business outside the packaging industry. Section 6.9. Fiscal Years and Quarters. The Borrower will, for financial ------------------------- reporting purposes, maintain for itself and its Subsidiaries a fiscal year that ends on December 31 of each year and fiscal quarters that end on March 31, June 30, September 30 and December 31 of each year. Section 6.10. Limitation on Certain Restrictions on Subsidiaries. The -------------------------------------------------- Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise permit to exist or become effective any Lien or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or (b) make loans or advances to the Borrower or any Subsidiaries of the Borrower, except for such Liens or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower and (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business. Section 6.11. Mergers, Consolidations and Asset Sales. (a) The Borrower --------------------------------------- will not, and will not permit any of its Subsidiaries to, be a party to any merger or consolidation or engage in any Asset Sale of all or a "substantial part" of the consolidated assets (including assets consisting of stock) of the Borrower and its Subsidiaries, except for any such merger or consolidation (x) by any Subsidiary into or with the Borrower or into or with any Subsidiary, (y) by any Subsidiary provided the survivor is a Subsidiary or (z) by the Borrower provided the Borrower is the surviving corporation. As used in this Section 6.11(a), an Asset Sale shall be deemed to be of a "substantial part" of the consolidated assets of the Borrower and its Subsidiaries if the book value of such assets, when added to the book value of all other assets (including assets consisting of stock) sold, leased, transferred or disposed of by the Borrower and its Subsidiaries since December 31, 1998 (other than inventory in the ordinary course of business) exceeds 5% of their consolidated assets (including assets consisting of stock) as of the date of the most recent annual audited financial statements delivered to the Lenders. (b) The Borrower will not permit any of its Subsidiaries to issue or sell any shares of stock of any class (including as "stock" for the purpose of this subsection any warrants, rights or options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into stock) of such Subsidiary to any Person other than the Borrower or a Wholly-Owned Subsidiary of the Borrower, except for the purpose of qualifying directors, if the effect of such issuance of sale would be to dilute the voting rights or ownership interests of the Borrower in any such Subsidiary to fifty percent (50%) or less. 31 Section 6.12. Use of Property and Facilities; Environmental, Health and --------------------------------------------------------- Safety Laws. The Borrower will, and will cause each of its Subsidiaries to, - ----------- comply in all material respects with all Environmental Laws applicable to or affecting the properties or business operations of the Borrower or its Subsidiaries except to the extent such noncompliance is not likely to have a Material Adverse Effect. Section 6.13. Liens. The Borrower will not, and will not permit any of its ----- Subsidiaries to, create, incur, assume or suffer to exist any Lien of any kind on any Property or asset of any kind of the Borrower or any Subsidiary of the Borrower, except the following (collectively, the "Permitted Liens"): (a) Liens arising in the ordinary course of business by operation of law in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith deposits, pledges or other Liens in connection with bids, tenders, contracts or leases to which the Borrower or its Subsidiaries is a party or other deposits required to be made in the ordinary course of business; provided that in each case the obligation secured is not for Debt and is not overdue or, if overdue, is being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor; (b) mechanics', worker's, materialmen's, landlords', carriers' or other similar Liens arising in the ordinary course of business (or deposits to obtain the release of such Liens) related to obligations not due or, if due, that are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor; (c) Liens for taxes or assessments or other government charges or levies not yet due or which are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor; (d) Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries, or in connection with surety or appeal bonds in connection with bonding such judgments or awards, the time for appeal from which or petition for rehearing of which shall not have expired or which the Borrower or such Subsidiary shall be prosecuting an appeal or proceeding for review, and for which it shall have obtained a stay of execution pending such appeal or proceeding for review; provided that the aggregate amount of liabilities (including interest and penalties, if any but excluding any liabilities covered by insurance) of the Borrower and its Subsidiaries secured by such Liens shall not exceed $5,000,000 at any one time outstanding; (e) Liens upon any Property acquired by the Borrower or any of its Subsidiaries (A) to secure the payment of all or any part of the purchase price of such Property upon its acquisition, (B) to secure Debt issued, assumed or guaranteed by the 32 Borrower or such Subsidiary before, at the time of, or within 90 days after the acquisition of such Property, which Debt financed all or any part of the purchase price of such Property, (C) Liens to secure capitalized lease obligations or (D) to secure commercial letters of credit issued to pay part or all of the purchase price of such Property; provided that in each case such Lien applies only to the Property that was so acquired or purchased, such Debt is incurred in connection with such acquisition or purchase and such Debt does not exceed the purchase price of such Property; (f) Liens on Property existing at the time such Property is acquired by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such acquisition; (g) Liens securing Debt described on Schedule 5.18 hereto and other Indebtedness not to exceed in the aggregate 7% of Consolidated Net Worth at any time outstanding; and (h) Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing subsections (a) through (g), provided, however, that the principal amount of Debt secured thereby does not exceed the principal amount secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement is limited to the Property already subject to the Lien so extended, renewed or replaced. Nothing contained in subsections (a) through (h) of this Section 6.13 shall be deemed to permit a pledge of the stock (or other equity interests) of the Borrower or any of its Subsidiaries. Section 6.14. Debt. The Borrower will not, and will not permit any of its ---- Subsidiaries to, contract, assume or suffer to exist any Debt, except: (a) Debt under this Agreement; (b) Existing Debt listed on Schedule 5.18 and other Debt provided that at the time such other Debt is incurred and after giving effect to the incurrence of such other Debt (i) the Borrower is in pro forma compliance with Section 6.17 hereof and (ii) the Debt of Subsidiaries of the Borrower (excluding Debt owing to the Borrower or other Subsidiaries of the Borrower) does not exceed 45% of Consolidated Net Worth. Section 6.15. Advances, Acquisitions, Investments and Loans. The Borrower --------------------------------------------- will not, and will not permit any of its Subsidiaries to, lend money or credit or make advances to any Person, or purchase or acquire any stock of any class of, or any partnership, joint venture or other equity interest in or obligations of, or make any capital contribution to, any Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, except: 33 (a) investments in Cash Equivalents; (b) receivables owing to the Borrower or its Subsidiaries created or acquired in the ordinary course of business and payable on customary trade terms of the Borrower or such Subsidiary; (c) investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (d) advances, loans and investments in existence on the Effective Date and all such advances, loans and investments by the Borrower or any of its Subsidiaries in existence on March 31, 1999 and all advances, loans and investments by the Borrower or any of its Subsidiaries between March 31, 1999 and the Effective Date which had an original amount in excess of $10,000,000, in each case are reflected on Schedule 6.15 hereto; (e) deposits made in the ordinary course of business consistent with past practices to secure the performance of leases; (f) financing provided by the Borrower and its Subsidiaries to their customers in the ordinary course of business; (g) intercompany loans, contributions to capital and advances to any of its Subsidiaries and any Subsidiaries of the Borrower may make intercompany loans, contributions to capital and advances to the Borrower; (h) loans and advances by the Borrower and its Subsidiaries to directors, officers and employees of the Borrower and its Subsidiaries for moving and travel expenses and other similar expenses, in each case incurred in the ordinary course of business, in an aggregate outstanding principal amount not to exceed $1,500,000 at any time; (i) purchases or acquisitions of stock or partnership interests, joint venture interests or other equity interests in any Person who after such purchase or other acquisition becomes a Subsidiary; and (j) other purchases, advances, loans and investments with respect to Persons who are not (or as a result of such investment do not become) a Subsidiary not to exceed, in the aggregate, twelve and one-half percent (12.5%) of the Consolidated Net Worth at any time outstanding. 34 Section 6.16. Dividends and Other Shareholder Distributions. The Borrower --------------------------------------------- shall not during the occurrence and continuation of any Default or Event of Default: (a) declare or pay any dividends or make any distribution of any kind on its outstanding capital stock, or set aside any sum for any such purpose; or (b) purchase, redeem, retire or otherwise acquire, directly or indirectly, or make any sinking fund payments for, any shares of any class of stock of the Borrower or any Subsidiary of the Borrower now or hereafter outstanding or set apart any sum for any such purpose. Section 6.17. Leverage. The Borrower will at all times maintain a -------- Consolidated Leverage Ratio of not more than .60 to 1. Section 6.18. Interest Coverage Ratio. The Borrower will not permit at any ----------------------- time the Consolidated Interest Ratio to be less than 3.5 to 1, such ratio to be calculated for the current fiscal quarter and previous three fiscal quarters combined. Section 6.19. Transactions with Affiliates. Except as otherwise expressly ---------------------------- permitted by the terms of this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, enter into or be a party to any material transaction or arrangement with any Affiliate of the Borrower or such Subsidiary which is not itself a Subsidiary, including without limitation, the purchase from, sale to or exchange of Property with, any merger or consolidation with or into, or the rendering of any service by or for, any such Affiliate, except (i) in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person other than an Affiliate and (ii) transactions and arrangements permitted under the terms of Section 6.11 or 6.15 provided the Board of Directors of the Borrower have determined that such transaction or arrangement is in the best interest of the Borrower. Section 6.20. Compliance with Laws. Without limiting any of the other -------------------- covenants of the Borrower in this Section 6, the Borrower will, and will cause its Subsidiaries to, conduct their business, and otherwise be, in compliance with all applicable laws, regulations, ordinances and orders of any governmental or judicial authorities; provided, however, that this Section 6.20 shall not require the Borrower or any of its Subsidiaries to comply with any such law, regulation, ordinance or order if (x) it shall be contesting such law, regulation, ordinance or order in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor, or (y) the failure to comply therewith could not, in the aggregate, have a Material Adverse Effect. Section 6.21. Take or Pay Contracts. The Borrower will not, and will not --------------------- permit any of its Subsidiaries to, enter into or be a party to any arrangement for the purchase of materials, supplies, other property or services if such arrangement by its express terms requires that 35 payment be made by the Borrower or such Subsidiary regardless of whether such materials, supplies, other property or services are delivered or furnished to it. Section 6.22. Inconsistent Agreements. The Borrower will not enter into ----------------------- any Contractual Obligation if compliance by the Borrower with the terms and provisions thereof, consummation of the transactions contemplated therein, or application or operation of any term, covenant, condition or other provision thereof would (i) result in a Default or Event of Default or (ii) violate any provision of the Articles of Incorporation or By-Laws of the Borrower or any of its Subsidiaries. SECTION 7. EVENTS OF DEFAULT AND REMEDIES. Section 7.1. Events of Default. Any one or more of the following shall ----------------- constitute an Event of Default: (a) default (x) in the payment when due of the principal amount of any Loan or (y) for a period of three (3) days in the payment when due of any other Obligation not mentioned in clause (x); (b) default by the Borrower, or any of its Subsidiaries in the observance or performance of any covenant set forth in Sections 6.10, 6.11, and 6.13-6.22; (c) default by the Borrower or any Subsidiary in the observance or performance of any provision hereof not mentioned in (a) or (b) above, which is not remedied within thirty (30) days after notice thereof to the Borrower by the Agent; (d) any representation or warranty made herein by the Borrower or any Subsidiary, or in any statement or certificate furnished pursuant hereto, proves untrue in any material respect as of the date of the issuance or making, or deemed making or issuance, thereof; (e) (x) default occurs in the payment when due of Indebtedness in an aggregate principal amount of $5,000,000 or (y) a default or other circumstance occurs under any Contractual Obligation under which any Indebtedness in an aggregate principal amount of $5,000,000 is issued or created and such default or other circumstance continues for a period of time sufficient to permit the holder or beneficiary of such Indebtedness, or a trustee therefor, to cause the acceleration of the maturity of any such Indebtedness or any mandatory unscheduled prepayment, purchase, or other early funding thereof; (f) the Borrower or any Subsidiary owning or holding in the aggregate more than five percent (5%) of the consolidated assets of the Borrower and its Subsidiaries (i) does not pay, or admits its inability to pay, its debts generally as they become due, (ii) makes an assignment for the benefit of creditors, (iii) applies for, seeks, consents to, or 36 acquiesces in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (iv) institutes any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code or any comparable law, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) takes any corporate action in furtherance of any matter described in clauses (i)-(iv) above, or (vi) fails to contest in good faith any appointment or proceeding described in Section 7.1(g); (g) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Borrower or any Subsidiary thereof owning or holding in the aggregate more than five percent (5%) of the consolidated assets of the Borrower and its Subsidiaries or any substantial part of any of their respective Property, or a proceeding described in Section 7.1(f)(iv) is instituted against the Borrower or any Subsidiary of the Borrower, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) days; (h) the Borrower or any Subsidiary of the Borrower fails within thirty (30) days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of, in the aggregate, $5,000,000, which is not stayed on appeal or otherwise being appropriately contested in good faith in a manner that stays execution; (i) any member of the Controlled Group fails to pay when due an amount or amounts aggregating in excess of $5,000,000, it is liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of $5,000,000 (collectively, a "Material Plan") is filed under Title IV of ERISA by a member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC institutes proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan or a proceeding is instituted by a fiduciary of any Material Plan against any member of the Controlled Group to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding is not dismissed within thirty (30) days thereafter; or a condition exists by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; (j) an event occurs which has a Material Adverse Effect; (k) (x) the Borrower, any Person acting on behalf of the Borrower, or any Governmental Authority challenges the validity of any Credit Document or the Borrower's obligations thereunder or (y) any Credit Document ceases to be in full force and effect or ceases to give the Agent and Lenders the material Liens, rights, and powers purported to be granted in their favor thereby; or 37 (l) a Change of Control Event occurs. Section 7.2. Non-Bankruptcy Defaults. When any Event of Default other than ----------------------- those described in subsections (f) or (g) of Section 7.1 has occurred and is continuing, the Agent shall, by notice to the Borrower: (a) if so directed by the Required Lenders, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which may be the date thereof) and (b) if so directed by the Required Lenders, declare the principal of and the accrued interest on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be and become immediately due and payable together with all other amounts payable under the Credit Documents without further demand, presentment, protest or notice of any kind. The Agent, after giving notice to the Borrower pursuant to Section 7.1(c) or this Section 7.2, shall also promptly send a copy of such notice to the other Lenders, but the failure to do so shall not impair or annul the effect of such notice. Section 7.3. Bankruptcy Defaults. When any Event of Default described in ------------------- subsections (f) or (g) of Section 7.1 has occurred and is continuing, then all outstanding Loans shall immediately become due and payable together with all other amounts payable under the Credit Documents without presentment, demand, protest or notice of any kind, and all obligations of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately terminate. Section 7.4. Notice of Default. The Agent shall give notice to the ----------------- Borrower under Section 7.1(c) promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof. Section 7.5. Expenses. The Borrower agrees to pay to the Agent and each -------- Lender all expenses incurred or paid by the Agent, such Lender or any such holder, including reasonable attorneys' fees (including, without limitation, the reasonable allocable cost of inside counsel) and court costs, in connection with any Default or Event of Default by the Borrower hereunder or in connection with the enforcement of any of the Credit Documents. SECTION 8. CHANGE IN CIRCUMSTANCES. Section 8.1. Change of Law. Notwithstanding any other provisions of this ------------- Agreement, if at any time any change in applicable law or regulation or in the interpretation thereof makes it unlawful for any Lender to make or continue to maintain Eurocurrency Loans in U.S. Dollars or in an Optional Currency or to give effect to its obligations as contemplated hereby, such Lender shall promptly give notice thereof to the Agent and the Borrower and such Lender's obligations to make or maintain Eurocurrency Loans in such currency under this Agreement shall terminate until it is no longer unlawful for such Lender to make or maintain such Loans in such currency. The Borrower shall prepay on demand the outstanding principal amount of any such affected Eurocurrency Loans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement; provided, however, subject to all of the terms and conditions of this Agreement, the Borrower may then elect to borrow the principal amount 38 of the affected Eurocurrency Loans from such Lender by means of Eurocurrency Loans of another currency or Base Rate Loans from such Lender and such Loan shall not be made ratably by the Lenders but only from such affected Lender. Section 8.2. Unavailability of Deposits or Inability to Ascertain LIBOR. ---------------------------------------------------------- If on or before to the first day of any Interest Period for any Borrowing of Eurocurrency Loans the Agent determines (after consultation with other Lenders) that, due to changes in circumstances since the date hereof, adequate and fair means do not exist for determining LIBOR for the applicable currency of such Eurocurrency Loan or such rate will not accurately reflect the cost to the Required Lenders of funding Eurocurrency Loans in such currency for such Interest Period, the Agent shall give notice of such determination to the Borrower and the Lenders, whereupon until the Agent notifies the Borrower and Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurocurrency Loans in such currency shall be suspended. Section 8.3. Increased Cost and Reduced Return. (a) If the adoption of or --------------------------------- any change in any applicable law, rule or regulation after the Effective Date, or any change in the interpretation or administration thereof after the Effective Date by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office), with any request or directive (whether or not having the force of law) of any such Authority, central bank or comparable agency made after the Effective Date: (i) subjects any Lender (or its Lending Office) to any tax, duty or other charge related to any Eurocurrency Loan, or its obligation to advance or maintain any Eurocurrency Loans, or shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on any of its Eurocurrency Loans or any other amounts due under this Agreement related to any of its Eurocurrency Loans or its obligation to make Eurocurrency Loans in any currency (except for changes in the rate of tax on the net income or net profits of, or franchise taxes imposed on such Lender or its Lending Office imposed by the jurisdiction in which such Lender's principal executive office or Lending Office is located or any taxes subject to payment or reimbursement under Section 3.3); or (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding for any Eurocurrency Loan any such requirement included in an applicable Eurocurrency Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or imposes on any Lender (or its Lending Office) or on the interbank market any other condition affecting any of its Eurocurrency Loans or its obligation to advance or maintain any Eurocurrency Loans, 39 and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of advancing or maintaining any Eurocurrency Loan or its commitment hereunder or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) in connection therewith under this Agreement, by an amount deemed by such Lender to be material, then, within fifteen (15) days after demand by such Lender (with a copy to the Agent), the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If the Agent or any Lender shall have determined that the adoption of any applicable law, rule or regulation after the Effective Date regarding capital adequacy, or any change after the Effective Date therein, or any change in the interpretation or administration thereof after the Effective Date by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or any Lender (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Authority, central bank or comparable agency made after the Effective Date, has or would have the effect of reducing the rate of return on the Agent's or such Lender's capital, or on the capital of any corporation controlling the Agent or such Lender, as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Lender's policies with respect to capital adequacy) by an amount deemed by the Agent or such Lender to be material, then from time to time, within fifteen (15) days after demand by the Agent or such Lender (with a copy to the Agent), the Borrower shall be obligated to pay to the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such reduction. (c) The Agent and each Lender that determines to seek compensation under this Section 8.3 shall notify the Borrower, and (in the case of a Lender other than the Agent), the Agent of the circumstances that entitle the Agent or Lender to such compensation pursuant to this Section 8.3 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Agent or such Lender, be otherwise disadvantageous to it. A certificate of the Agent or any Lender claiming compensation under this Section 8.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Section 8.4. Lending Offices. The Agent and each Lender may, at its --------------- option, elect to make its Loans hereunder at the branch, office or affiliate specified on the appropriate signature page hereof (each a "Lending Office") for each type of Loan available hereunder or at such other of its branches, offices or affiliates as it may from time to time elect and designate in a written notice to the Borrower and the Agent. Section 8.5. Discretion of Lender as to Manner of Funding. Notwithstanding -------------------------------------------- any other provision of this Agreement, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the 40 purposes of this Agreement all determinations hereunder shall be made as if each Lender had actually funded and maintained each Eurocurrency Loan through the purchase of deposits in the eurocurrency interbank market of the applicable currency having a maturity corresponding to such Loan's Interest Period and bearing an interest rate equal to LIBOR for such Interest Period. Section 8.6. Substitution of Lender. If (a) any Lender has demanded ---------------------- compensation or given notice of its intention to demand compensation under Section 8.3, (b) any Lender has delivered a notice under Section 8.1, or (c) the Borrower is required to pay any additional amount to any Lender under Section 3.3, the Borrower shall have the right, so long as no Default or Event of Default shall have occurred and be continuing, with the assistance of the Agent, to seek a substitute lender or lenders reasonably satisfactory to the Agent (which may be one or more of the Lenders) to replace such Lender under this Agreement. If the Borrower has elected to exercise its rights under this Section 8.6, the Lender to be so replaced shall cooperate with the Borrower and substitute lender to accomplish such substitution on the terms of Section 10.10 or 10.11, as applicable, provided that all such Lender's Commitments are replaced. SECTION 9. THE AGENT. Section 9.1. Appointment and Authorization. Each Lender hereby irrevocably ----------------------------- (subject to Section 9.9) appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Credit Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Agent. Section 9.2. Delegation of Duties. The Agent may execute any of its duties -------------------- under this Agreement or any other Credit Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact selected with reasonable care. Section 9.3. Liability of Agents. None of the Agent-Related Persons shall ------------------- (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Credit Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by the Borrower or any Affiliate of the Borrower, or any officer thereof, contained in this Agreement or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any 41 other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document, or for any failure of the Borrower or any other party to any Credit Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of the Borrower. Section 9.4. Reliance by Agent. The Agent shall be entitled to rely, and ----------------- shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Credit Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. For purposes of determining compliance with the conditions specified in Section 4.1, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Lender. Section 9.5. Notice of Default. The Agent shall not be deemed to have ----------------- knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Agent for the account of the Lenders, unless the Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". The Agent will notify the Lenders of its receipt of any such notice. The Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 7; provided, however, that unless and until the Agent -------- ------- has received any such request, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders. Section 9.6. Credit Decision. Each Lender acknowledges that none of the --------------- Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to 42 constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower which may come into the possession of any of the Agent-Related Persons. Section 9.7. Indemnification. Whether or not the transactions contemplated --------------- hereby are consummated, the Lenders shall indemnify upon demand the Agent- Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, from and against any and all Indemnified Liabilities; provided, however, that no -------- ------- Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent. Section 9.8. Agent in Individual Capacity. BofA and its Affiliates may ---------------------------- make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrower and its respective Affiliates as though BofA were not the Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, BofA or its Affiliates may receive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that the Agent shall be under no obligation to provide such information to them. With respect to its Loans, BofA shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it 43 were not the Agent, and the terms "Lender" and "Lenders" include BofA in its individual capacity. Section 9.9. Successor Agent. The Agent may, and at the request of the --------------- Required Lenders shall, resign as Agent upon 30 days' notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders which successor agent shall be approved by the Borrower. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term "Agent" shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 9 and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. SECTION 10. MISCELLANEOUS. Section 10.1. No Waiver of Rights. No delay or failure on the part of the ------------------- Agent or any Lender in the exercise of any power or right under any Credit Document shall operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise thereof preclude any other or further exercise of any other power or right. The rights and remedies under the Credit Documents of the Agent, the Lenders are cumulative to, and not exclusive of, any rights or remedies any of them would otherwise have. Section 10.2. Non-Business Day. If any payment of principal or interest on ---------------- any Loan or of any other Obligation shall fall due on a day which is not a Business Day, interest or fees (as applicable) at the rate, if any, such Loan or other Obligation bears for the period prior to maturity shall continue to accrue on such Obligation from the stated due date thereof to and including the next succeeding Business Day, on which the same shall be payable. Section 10.3. Documentary Taxes. The Borrower agrees that it will pay, ----------------- within 15 days of demand by the Agent, any documentary, stamp or similar taxes payable in respect to any Credit Document, including interest and penalties, in the event any such taxes are assessed. Section 10.4. Survival of Representations. All representations and --------------------------- warranties made herein or in certificates given pursuant hereto shall survive the execution and delivery of this Agreement and the other Credit Documents, and shall continue in full force and effect with 44 respect to the date as of which they were made as long as any Loan is outstanding or Commitment is available hereunder. Section 10.5. Survival of Indemnities. All indemnities and all other ----------------------- provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans, including, but not limited to, Section 2.11, Section 8.3 and Section 10.14 hereof, shall survive the termination of this Agreement and the other Credit Documents and the payment of the Loans and all other Obligations. Section 10.6. Sharing of Set-off. Each Lender agrees with each other Lender ------------------ a party hereto that if such Lender receives and retains any payment, whether by set-off or application of deposit balances or otherwise ("Set-off"), on any of the Loans or other Obligations in excess of its ratable share of payments on all such Loans or other Obligations then owed to the Lenders under this Agreement (other than payments pursuant to Section 2.11, 3.3, 8.3 or 10.14), then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or other Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. Section 10.7. Notices. Except as otherwise specified herein, all notices ------- under the Credit Documents shall be in writing (including cable, telecopy or telex) and shall be given to a party hereunder at its address, facsimile number set forth on Schedule 10.7 or such other address or facsimile number as such party may hereafter specify by notice to the Agent and the Borrower, given by courier, by United States certified or registered mail, by facsimile or by other telecommunication device capable of creating a written record of such notice and its receipt. Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in Schedule 10.7 or pursuant to Section 10.10 or 10.11 and a confirmation of receipt of such facsimile has been received by the sender, (ii) if given by courier, when delivered, (iii) if given by mail, five (5) days after such communication is deposited in the mail, registered with return receipt requested, addressed as aforesaid or (iv) if given by any other means, when delivered at the addresses specified in Schedule 10.7, or pursuant to Section 10.10 or 10.11; provided that any notice given pursuant to Section 2 shall be effective only upon receipt. Any agreement of the Agent and the Lenders herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Borrower. The Agent and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice and the Agent and the Lenders shall not have any liability to the Borrower or other Person on account of any action taken or not taken by 45 the Agent or the Lenders in reliance upon such telephonic or facsimile notice. The obligation of the Borrower to repay the Loans shall not be affected in any way or to any extent by any failure by the Agent and the Lenders to receive written confirmation of any telephonic or facsimile notice or the receipt by the Agent and the Lenders of a confirmation which is at variance with the terms understood by the Agent and the Lenders to be contained in the telephonic or facsimile notice. Section 10.8. Counterparts. This Agreement may be executed in any number ------------ of counterpart signature pages, and by the different parties on different counterpart signature pages, each of which when executed shall be deemed an original but all such counterparts taken together shall constitute one and the same instrument. Section 10.9. Successors and Assigns. This Agreement shall be binding upon ---------------------- the Borrower and its successors and assigns, and shall inure to the benefit of each of the Lenders and the benefit of their respective successors and assigns. The Borrower may not assign any of its rights or obligations under any Credit Document without the written consent of all of the Lenders. Section 10.10. Participants. Each Lender may assign or grant participations ------------ in its rights under the Credit Documents in whole or in part to one or more other Persons; provided that (i) no such assignment or participation shall relieve any Lender of any of its obligations under this Agreement, (ii) the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with its rights and obligations under the Credit Documents, and (iii) the Borrower and the Agent shall have no obligation or responsibility to such participant or assignee. Any agreement pursuant to which a participation in or assignment of Obligations or rights thereunder is granted (other than an assignment complying with Section 10.11) shall provide that the granting Lender retains the sole right and responsibility to enforce the obligations of the Borrower under this Agreement and the other Credit Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Documents, except that such agreement may provide that such Lender will not agree to any modification, amendment or waiver of the Credit Documents that would reduce the principal amount of or interest owing on, or extend the final maturity date of, any Obligation in which such participant or assignee has an interest without the consent of such participant or assignee. Any party to which such a participation or assignment has been granted shall have the benefits of Sections 2.11 and 8.3, but not in excess of the amounts to which the participating Lender would have been entitled had no such participation been made. Section 10.11. Assignments of Commitments by Lenders. Each Lender shall ------------------------------------- have the right at any time, with the consent of the Borrower (except after the occurrence and continuation of an Event of Default) and the Agent (which consents shall not be unreasonably withheld), to sell, assign, transfer or negotiate all or any part of its Commitments and related Obligations to an Eligible Assignee; provided that such assignment shall be of a single fixed percentage (and not by its terms a varying percentage) of the assigning Lender's Commitment, Loans and related Obligations; and (ii) any assignee Lender must have a Commitment of at least $5,000,000 and an 46 assignor Lender must either assign its entire Commitment or retain a Commitment of at least $5,000,000. Any such assignee shall become a Lender for all purposes hereunder to the extent of the Commitment(s) it assumes, and the assigning Lender shall be released from its obligations, and will have released its rights, under the Credit Documents to the extent of such assignment upon the Agent's receipt of a completed Assignment Agreement reflecting such assignment and a $3,500 recordation fee. Any such assignee Lender must comply with Section 3.3(b) as of the time such assignment is recorded with the Agent. Notwithstanding the foregoing provisions of this Section 10.11 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Loans to any federal reserve bank or any other central bank (but no such assignment shall release any Lender from any of its obligations hereunder). Section 10.12. Amendments. Any provision of the Credit Documents may be ---------- amended or waived if, but only if, such amendment or waiver is in writing and is signed by (a) the Borrower, (b) the Required Lenders, and (c) the Agent; provided that: (i) no amendment or waiver shall (A) increase any Commitment of any Lender without the consent of such Lender or (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest on any Loan or Obligation or of any fee payable hereunder without the consent of each Lender owed such Obligation; (ii) no amendment or waiver shall, unless signed by each Lender, change the provisions of this Section 10.12, Section 10.6 or the definition of Required Lenders or affect the number of Lenders required to take any action under any other provision of the Credit Documents; and (iii) no amendment shall affect the rights or duties of the Agent under this Agreement or any Credit Document without the consent of the Agent. The Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Section 10.13. Headings. Section headings used in this Agreement are for -------- reference only and shall not affect the construction of this Agreement. Section 10.14. Legal Fees, Other Costs and Indemnification. The Borrower ------------------------------------------- agrees to pay the reasonable fees and disbursements of legal counsel to the Agent in connection with the preparation and execution of the Credit Documents (including, without limitation, the reasonably allocable cost of its inside counsel), and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify and hold harmless each Lender, the Agent, and their respective directors, officers, employees, Affiliates, agents and attorneys-in- fact (each an "Indemnified Person") from and against all losses, claims, damages, penalties, judgments, liabilities, and attorneys fees and other expenses (including, without limitation, all expenses of litigation or preparation 47 therefor, whether or not the Indemnified Person is a party thereto) which any of them may pay or incur arising out of or relating to any Credit Document (including enforcement thereof) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than those which (i) arise from the gross negligence or willful misconduct of the party claiming indemnification or (ii) are subject to reimbursement, indemnity or payment under any other provision of this Agreement or any of the Credit Documents but, by the terms of such provision, are not reimbursable, indemnifiable or payable thereunder. The Borrower upon demand by the Agent or a Lender at any time, shall reimburse the Agent or Lender for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. Section 10.15. Set Off. In addition to any rights now or hereafter granted ------- under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, each Lender is hereby authorized by the Borrower at any time or from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other Indebtedness at any time held or owing by that Lender to or for the credit or the account of the Borrower whether or not matured, against and on account of the obligations and liabilities of the Borrower to that Lender under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Credit Documents, irrespective of whether or not (a) that Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have become due and payable pursuant to Section 7 and although said obligations and liabilities, or any of them, may be contingent or unmatured. Section 10.16. Entire Agreement. The Credit Documents constitute the entire ---------------- understanding among the Borrower, the Lenders and the Agent and supersede all earlier or contemporaneous agreements, whether written or oral, concerning the subject matter of the Credit Documents. Section 10.17. Governing Law; Submission to Jurisdiction; Waiver of Jury --------------------------------------------------------- Trial. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AND THE RIGHTS AND DUTIES - ----- OF THE PARTIES THERETO, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS. EACH PARTY TO THIS AGREEMENT HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN THE CITY OF CHICAGO FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO 48 THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. Section 10.18. Confidentiality. Each Lender agrees it will use its best --------------- efforts not to disclose without the Borrower's consent (other than to its employees, auditors, counsel or other professional advisors, to its Affiliates or to another Lender) any information concerning the Borrower or any of its Subsidiaries furnished pursuant to this Agreement; provided, that any Lender may disclose any such information (a) that has become generally available to the public, (b) if required or appropriate in any report, statement or testimony submitted to any regulatory body having or claiming to have jurisdiction over such Lender, (c) if required or appropriate in response to any summons or subpoena or in connection with any litigation, (d) in order to comply with any law, order, regulation or ruling applicable to such Lender, and (e) to any prospective or actual transferee in connection with any contemplated or actual transfer of any of the Loans or any interest therein by such Lender; provided, that such actual or prospective transferee executes an agreement with such Lender containing provisions substantially identical to those contained in this Section 10.18. Section 10.19. Severability. Any provision of this Agreement that is ------------ prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 10.20. Currency. Each reference in this Agreement to U.S. Dollars -------- or to an Optional Currency (the "relevant currency") is of the essence. To the fullest extent permitted by law, but subject to the Borrower's rights under the EMU Legislation, the obligation of the Borrower in respect of any amount due in the relevant currency under this Agreement shall, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the Agent may, in accordance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the day on which such party receives such payment. If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Borrower shall pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall. Any obligations of the Borrower not discharged by such payment shall, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect. 49 Section 10.21. Currency Equivalence. If for the purposes of obtaining -------------------- judgment in any court it is necessary to convert a sum due from the Borrower on the Obligations in the currency expressed to be payable herein (the "specified currency") into another currency, the parties agree that the rate of exchange used shall be that at which in accordance with normal banking procedures each Lender could purchase the specified currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due to a Lender on the Obligations shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender of any sum adjudged to be so due in such other currency, such Lender may in accordance with normal banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender in the specified currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender against such loss, and if the amount of the specified currency so purchased exceeds the amount originally due to such Lender in the specified currency, such Lender agrees to remit such excess to the Borrower. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 50 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered in Chicago, Illinois by their duly authorized officers as of the day and year first above written. APTARGROUP, INC. By: /s/ Stephen J. Hagge ----------------------------------- Name: Stephen J. Hagge ------------------------------ Title: Executive Vice President and ----------------------------- CFO, Secretary and Treasurer S-1 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent and as a Lender By: /s/ M. H. Claggett -------------------------------- Name: M. H. CLAGGETT -------------------------- Title: VICE PRESIDENT -------------------------- S-2 SOCIETE GENERALE - CHICAGO BRANCH By: /s/ Michael O. Lincoln --------------------------------- Name: Michael O. Lincoln ---------------------------- Title: Director --------------------------- S-3 FLEET NATIONAL BANK By: /s/ H. Frazier Caner ------------------------------ Name: H. Frazier Caner ------------------------- Title: Vice President ------------------------ S-4 ABN AMRO BANK N.V. By: /s/ Bernard J. McGuigan ---------------------------------------- Name: Bernard J. McGuigan ----------------------------------- Title: Group Vice President and Director ---------------------------------- By: /s/ Thomas Comfort ---------------------------------------- Name: Thomas Comfort ----------------------------------- Title: Group Vice President ---------------------------------- S-5 EXHIBIT A NOTICE OF BORROWING ------------------- Date: _______,_____ To: Bank of America National Trust and Savings Association as Agent for the Lenders parties to the Multicurrency Credit Agreement dated as of June 30, 1999 (as extended, renewed, amended or restated from time to time, the "Credit Agreement") among AptarGroup, Inc., certain Lenders which are ---------------- signatories thereto and Bank of America National Trust and Savings Association, as Agent Ladies and Gentlemen: The undersigned, AptarGroup, Inc. (the "Borrower"), refers to the Credit -------- Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.3 of the Credit Agreement, of the Borrowing specified below: 1. The Business Day of the proposed Borrowing is _______, _____. 2. The aggregate amount of the proposed Borrowing is __________. 3. The Borrowing is to be comprised of ___________ of [Base Rate] [Eurocurrency] Loans. 4. The duration of the Interest Period for the Eurocurrency Loans included in the Borrowing shall be [_____ months]. 5. The applicable currency is _________________. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom: (a) the representations and warranties of the Company contained in Section 5 of the Credit Agreement are true and correct in all material respects as though made on and as of such date except to the extent that any such representation or warranty relates solely to an earlier date, in which case it was true and correct as of such earlier date; (b) no Default or Event of Default has occurred and is continuing, or would result from such proposed Borrowing. A-1 APTARGROUP, INC. By:____________________________ Title:_________________________ A-2 EXHIBIT B NOTICE OF CONVERSION/CONTINUATION/1/ --------------------------------- Date: _______, _____ To: Bank of America National Trust and Savings Association, as Agent for the Lenders parties to the Multicurrency Credit Agreement dated as of June 30, 1999 (as extended, renewed, amended or restated from time to time, the "Credit Agreement") among AptarGroup, Inc., certain Lenders which are ---------------- signatories thereto, and Bank of America National Trust and Savings Association, as Agent Ladies and Gentlemen: The undersigned, AptarGroup, Inc. (the "Borrower"), refers to the Credit -------- Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.4 of the Credit Agreement, of the [conversion] [continuation] of the Loans specified herein, that: 1. The Conversion/Continuation Date is ____________, ____. 2. The aggregate amount of the Loans to be [converted] [continued] is [$]______________. 3. The Loans are to be [converted into] [continued as] [Eurocurrency] [Base Rate] Loans. 4. [If applicable:] The duration of the Interest Period for the Loans included in the [conversion] [continuation] shall be ____ months. APTARGROUP, INC. By:___________________________ Title:________________________ __________________ /1/ Eurocurrency Loans may only be continued in the same Currency and may not be converted into Loans of another currency. B-1 EXHIBIT C COMPLIANCE CERTIFICATE This Compliance Certificate is furnished to the Agent pursuant to that certain Credit Agreement dated as of June 30, 1999, by and between AptarGroup, Inc. (the "Borrower"), the Agent and certain other lenders a party thereto, as amended from time to time (the "Credit Agreement"). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. The undersigned hereby certifies that: 1. I am the duly elected _________________________ of the Borrower; 2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements; 3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; 4. The financial statements required by Section 6.6 of the Credit Agreement and being furnished to you concurrently with this certificate fairly present the financial condition of the Borrower and its Subsidiaries as of the dates and for the periods covered thereby; 5. The attachment hereto sets forth financial data and computations evidencing the Borrower's compliance with certain covenants of the Credit Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Credit Agreement; 6. Either Schedule 5.1 of the Credit Agreement contains a true and complete list of all Subsidiaries of the Borrower as of the date hereof or attached hereto is a substitute Schedule 5.1 which supersedes the prior Schedule 5.1; and 7. The representations and warranties contained in Section 5 of the Credit Agreement are true and correct in all material respects as though made on and as of the C-1 date hereof except to the extent that any such representation or warranty relates solely to an earlier date, in which case it was true and correct as of such earlier date. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, are taking, or propose to take with respect to each such condition or event: --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- The foregoing certifications, together with the computations set forth in the Attachment hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this _______ day of ______________, _____. ------------------------------------- Name: -------------------------------- Title: ------------------------------- C-2 ATTACHMENT TO COMPLIANCE CERTIFICATE 1. Debt of Subsidiaries (Section 6.14(b)(ii) (a) Debt of Subsidiaries.......................................... $__________ (b) 45% of Consolidated Net Worth................................. $__________ (c) Does (b) exceed (a)? [Answer should be yes]................... __________ 2. Other Advances, Loans and Investments (Section 6.15(i).) (a) 12.5% of Consolidated Net Worth............................... $__________ (b) Other Advances, Loans and Investments Outstanding............. $__________ (c) Does (a) exceed (b)? [Answer should be yes]................... __________ 3. Consolidated Leverage Ratio (Section 6.17.) (a) Consolidated Debt............................................. $__________ (b) Total Capitalization.......................................... $__________ (c) Ratio of (a) to (b) (shall be not more than 0.6 to 1)......... __________ 4. Consolidated Interest Ratio (Section 6.18.) (a) Consolidated EBITDA........................................... $__________ (b) Consolidated Interest Expense................................. $__________ (c) Ratio of (a) to (b) (shall be at least 3.5 to 1).............. __________ EXHIBIT D [FORM OF] ASSIGNMENT AND ACCEPTANCE AGREEMENT --------------------------------------------- This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and -------------- Acceptance") dated as of _____________, ______ is made between _________________ - ---------- (the "Assignor") and ___________________ (the "Assignee"). -------- -------- RECITALS -------- WHEREAS, the Assignor is party to that certain Multicurrency Credit Agreement dated as of June 30, 1999 (as amended, amended and restated, modified, supplemented or renewed, the "Credit Agreement") among AptarGroup, Inc., the ---------------- several financial institutions from time to time party thereto (including the Assignor, the "Lenders"), and Bank of America National Trust and Savings ------- Association, as Agent for the Lenders (the "Agent"). Any terms defined in the ----- Credit Agreement and not defined in this Assignment and Acceptance are used herein as defined in the Credit Agreement; WHEREAS, as provided under the Credit Agreement, the Assignor has committed to making Loans (the "Loans") to the Borrower in an aggregate amount ----- not to exceed $__________ (the "Commitment"); ---------- WHEREAS, [the Assignor has made Loans in the aggregate principal amount of $__________ to the Borrower] [no Loans are outstanding under the Credit Agreement]; WHEREAS, the Assignor wishes to assign to the Assignee [part of the] [all] rights and obligations of the Assignor under the Credit Agreement in respect of its Commitment, [,together with a corresponding portion of each of its outstanding Loans,] in an amount equal to $__________ (the "Assigned -------- Amount") on the terms and subject to the conditions set forth herein and the - ------ Assignee wishes to accept assignment of such rights and to assume such obligations from the Assignor on such terms and subject to such conditions; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 1. Assignment and Acceptance. ------------------------- (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without D-1 representation or warranty (except as provided in this Assignment and Acceptance) __% (the "Assignee's Percentage Share") of (A) the Commitment [and --------------------------- the Loans] of the Assignor and (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the Credit Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, however, the Assignor shall not relinquish its rights under Sections 3.3, 7.5, 8.3 and 10.14 of the Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee's Commitment will be $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor's Commitment will be $__________. 2. Payments. -------- (a) As consideration for the sale, assignment and transfer contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the Effective Date in immediately available funds an amount equal to $__________, representing the Assignee's Percentage of the principal amount of all Loans. (b) The [Assignor] [Assignee] further agrees to pay to the Agent a processing fee in the amount specified in Section 10.11 of the Credit Agreement. 3. Reallocation of Payments. ------------------------ Any interest, fees and other payments accrued to the Effective Date with respect to the Commitment [and Loans] shall be for the account of the Assignor. Any interest, fees and other payments accrued on and after the Effective Date with respect to the Assigned Amount shall be for the account of the Assignee. Each of the Assignor and the Assignee agrees that it will hold in trust for the other party any interest, fees and other amounts which it may receive to which the other party is entitled pursuant to the preceding sentence and pay to the other party any such amounts which it may receive promptly upon receipt. D-2 4. Independent Credit Decision. --------------------------- The Assignee (a) acknowledges that it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements and certificates referred to in Section 6.6(a) and (b) of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Assignment and Acceptance; and (b) agrees that it will, independently and without reliance upon the Assignor, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement. 5. Effective Date; Notices. ----------------------- (a) As between the Assignor and the Assignee, the effective date for this Assignment and Acceptance shall be __________, _____ (the "Effective --------- Date"); provided that the following conditions precedent have been satisfied on -------- or before the Effective Date: (i) this Assignment and Acceptance shall be executed and delivered by the Assignor and the Assignee; (ii) the consent of the Borrower and the Agent required for an effective assignment of the Assigned Amount by the Assignor to the Assignee under Section 10.11 of the Credit Agreement shall have been duly obtained and shall be in full force and effect as of the Effective Date; (iii) the Assignee shall pay to the Assignor all amounts due to the Assignor under this Assignment and Acceptance; [(iv) the Assignee shall have complied with Section 3.3(b) of the Credit Agreement (if applicable);] (v) the processing fee referred to in Section 2(b) hereof and in Section 10.11 of the Credit Agreement shall have been paid to the Agent; and (vi) the Assignor shall have assigned and the Assignee shall have assumed a percentage equal to the Assignee's Percentage Share of the rights and obligations of the Assignor under the Credit Agreement. (b) Promptly following the execution of this Assignment and Acceptance, the Assignor shall deliver to the Borrower and the Agent for acknowledgment by the Agent, a Notice of Assignment substantially in the form attached hereto as Schedule 1. ---------- 6. Agent. ----- D-3 (a) The Assignee hereby appoints and authorizes the Assignor to take such action as Agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the Lenders pursuant to the terms of the Credit Agreement. (b) The Assignee shall assume no duties or obligations held by the Assignor in its capacity as Agent under the Credit Agreement. 7. Withholding Tax. --------------- The Assignee (a) represents and warrants to the Lender, the Agent and the Borrower that under applicable law and treaties no tax will be required to be withheld by the Lender with respect to any payments to be made to the Assignee hereunder, (b) agrees to furnish (if it is organized under the laws of any jurisdiction other than the United States or any State thereof) to the Agent and the Borrower prior to the time that the Agent or Borrower is required to make any payment of principal, interest or fees hereunder, duplicate executed originals of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein the Assignee claims entitlement to the benefits of a tax treaty that provides for a complete exemption from U.S. federal income withholding tax on all payments hereunder) and agrees to provide new Forms 4224 or 1001 upon the expiration of any previously delivered form or comparable statements in accordance with applicable U.S. law and regulations and amendments thereto, duly executed and completed by the Assignee, and (c) agrees to comply with all applicable U.S. laws and regulations with regard to such withholding tax exemption. 8. Representations and Warranties. ------------------------------ (a) The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Lien or other adverse claim; (ii) it is duly organized and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder; (iii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Credit Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance; and (iv) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignor, enforceable against the Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors' rights and to general equitable principles. D-4 (b) The Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto. The Assignor makes no representation or warranty in connection with, and assumes no responsibility with respect to, the solvency, financial condition or statements of the Borrower, or the performance or observance by the Borrower, of any of its respective obligations under the Credit Agreement or any other instrument or document furnished in connection therewith. (c) The Assignee represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance, and to fulfill its obligations hereunder; (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance; and apart from any agreements or undertakings or filings required by the Credit Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance; (iii) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against the Assignee in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors' rights and to general equitable principles; and (iv) it is an Eligible Assignee. 9. Further Assurances. ------------------ The Assignor and the Assignee each hereby agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance, including the delivery of any notices or other documents or instruments to the Borrower or the Agent, which may be required in connection with the assignment and assumption contemplated hereby. 10. Miscellaneous. ------------- (a) Any amendment or waiver of any provision of this Assignment and Acceptance shall be in writing and signed by the parties hereto. No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof and any waiver of any breach of the provisions of this Assignment and Acceptance shall be without prejudice to any rights with respect to any other or further breach thereof. D-5 (b) All payments made hereunder shall be made without any set-off or counterclaim. (c) The Assignor and the Assignee shall each pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Assignment and Acceptance. (d) This Assignment and Acceptance may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. (e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF ILLINOIS. The Assignor and the Assignee each irrevocably submits to the non-exclusive jurisdiction of any State or Federal court sitting in Illinois over any suit, action or proceeding arising out of or relating to this Assignment and Acceptance and irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Illinois State or Federal court. Each party to this Assignment and Acceptance hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. (f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN). [Other provisions to be added as may be negotiated between the Assignor and the Assignee, provided that such provisions are not inconsistent with the Credit Agreement.] D-6 IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment and Acceptance to be executed and delivered by their duly authorized officers as of the date first above written. [ASSIGNOR] By:______________________________ Title:___________________________ By:______________________________ Title:___________________________ Address: D-7 [ASSIGNEE] By:_________________________________ Title:______________________________ By:_________________________________ Title:______________________________ Address: D-8 SCHEDULE 1 NOTICE OF ASSIGNMENT AND ACCEPTANCE ----------------------------------- _______________, ____ Bank of America National Trust and Savings Association, as Agent 1850 Gateway Blvd., 5th Floor Concord, CA 94520 Attn: Agency Management Services #5596 AptarGroup, Inc. 475 West Terra Cotta Avenue Suite E Crystal Lake, IL 60014 Attn: Vice President - Risk Management Ladies and Gentlemen: We refer to the Multicurrency Credit Agreement dated as of June 30, 1999 (as amended, amended and restated, modified, supplemented or renewed from time to time the "Credit Agreement") among AptarGroup, Inc., the Lenders referred to ---------------- therein, and Bank of America National Trust and Savings Association as Agent for the Lenders (the "Agent"). Terms defined in the Credit Agreement are used ----- herein as therein defined. 1. We hereby give you notice of, and request your consent to, the assignment by __________________ (the "Assignor") to _______________ (the -------- "Assignee") of _____% of the right, title and interest of the Assignor in and to -------- the Credit Agreement (including, without limitation, the right, title and interest of the Assignor in and to the Commitments of the Assignor [and all outstanding Loans made by the Assignor]) pursuant to the Assignment and Acceptance Agreement attached hereto (the "Assignment and Acceptance"). Before ------------------------- giving effect to such assignment the Assignor's Commitment is $ ___________ [and the aggregate amount of its outstanding Loans is $_____________]. 2. The Assignee agrees that, upon receiving the consent of the Agent and, if applicable, AptarGroup, Inc. to such assignment, the Assignee will be bound by the terms of the Credit Agreement as fully and to the same extent as if the Assignee were the Lender originally holding such interest in the Credit Agreement. 3. The following administrative details apply to the Assignee: (A) Notice Address: Assignee name: Address: Attention: Telephone: (___) Telecopier: (___) Telex (Answerback): (B) Payment Instructions: Account No.: At: Reference: Attention: 4. You are entitled to rely upon the representations, warranties and covenants of each of the Assignor and Assignee contained in the Assignment and Acceptance. IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice of Assignment and Acceptance to be executed by their respective duly authorized officials, officers or agents as of the date first above mentioned. Very truly yours, [NAME OF ASSIGNOR] By: Title: By: Title: [NAME OF ASSIGNEE] By: Title: By: Title: ACKNOWLEDGED AND ASSIGNMENT CONSENTED TO: APTARGROUP, INC. By: Title: By: Title: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent By: Title: SCHEDULE 2.1 COMMITMENTS Bank Commitment Percentage - ------------------------------------------------------------ BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION $27,000,000 36.00 % ABN AMRO BANK N.V. 10,000,000 13.33% FLEET NATIONAL BANK 23,000,000 30.67% SOCIETE GENERALE - CHICAGO 15,000,000 20.00% BRANCH TOTAL $75,000,000 100.00% SCHEDULE 5.1 ------------ SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK
State or Other Jurisdiction of Percentage Incorporation Owned --------------- ---------- AptarGroup International L.L.C. Delaware 100% AptarGroup Foreign Sales Corporation Barbados 100% AptarGroup Holding S.A. France 100% Aptar GmbH Germany 100% Erich Pfeiffer GmbH Germany 100% Pfeiffer Vaporisateurs France S.a.r.L. France 100% P & S Japan Ltd. Japan 100% Pfeiffer (U.K.) Limited United Kingdom 100% P&P Promotion of German Manufacturing Technologies GmbH Germany 100% Vallis Leasobjekt Gesellschaft GmbH Germany 51% Loeffler Beteilugungs GmbH Germany 100% Seaplast S.A. * Spain 50% Seaquist-Loeffler GmbH Germany 100% Loffler Stet Spol. S.R.O. Czech Republic 100% SeaquistPerfect Dispensing GmbH Germany 100% Valois Deutschland GmbH Germany 100% AptarGroup S.A. France 100% Aptar South Europe SARL France 100% Novares S.p.A. Italy 100% SAR S.p.A Italy 100% SAR France SCA France 100% AptarGroup SAR Finance Unlimited Ireland 100% Sar GmbH Germany 100% SAR (U.K.) Limited United Kingdom 100% Tes S.p.A. * Italy 35% Caideil M.P. Teoranta Ireland 100% General Plastics S.A. France 100% Graphocolor France 60% Moulage Plastique de Normandie S.A. France 100% Perfect-Valois U.K. Limited United Kingdom 100% Seaquist-Loeffler Limited United Kingdom 100% Valois S.A France 100% Valois Dispray S.A. Switzerland 100% Valois Espana S.A. Spain 100% Valois Italiana S.r.l. Italy 100% Inairic S.A. Argentina 100% Sar Dispensing Systems Ltd. Hong Kong 100% SAR Do Brasil Ltda. Brazil 100%
Schedule 5.1
SCHEDULE 5.1 ------------ SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK Seaquist Canada Ltd. Canada 100% Seaquist Finance Unlimited Ireland 100% Seaquist-Valois Australia Pty. Ltd. Australia 100% Seaquist-Valois do Brasil Ltda. Brazil 100% Seaquist-Valois Japan, Inc. Japan 100% Aptar Suzhou Dispensing Ltd. P.R. China 100% CosterSeaquist L.L.C.* Illinois 50% Emson Research, Inc. Connecticut 100% Emson Europe Ltd. United Kingdom 100% Emson Foreign Sales Corporation U.S. Virgin Islands 100% EMSAR, Inc. Connecticut 100% Emson Ventures, Inc. Connecticut 100% Emson Ventures II, Inc. Connecticut 100% P.T. Emson Ongko Indonesia Indonesia 100% Emson Ventures III, Inc. Connecticut 100% Emson Spraytech India Private Ltd. India 51% Emson Ventures IV, Inc. Connecticut 100% Global Precision, Inc. Florida 100% Liquid Molding Systems, Inc. Delaware 100% Philson, Inc. Connecticut 100% Pfeiffer of America, Inc. Delaware 100% P Merger Corporation Connecticut 100% R.P.M. Manufacturing Company Connecticut 100% SAR U.S.A. Inc. Delaware 100% Seaquist Closures L.L.C. Delaware 100% Seaquist Closures Foreign, Inc. Delaware 100% Seaquist de Mexico, S.A. de C.V. Mexico 75% SeaquistPerfect Dispensing L.L.C. Delaware 100% SeaquistPerfect Dispensing Foreign, Inc. Delaware 100% Valois of America, Inc. Connecticut 100%
* Indicates affiliate of the Company Schedule 5.1 SCHEDULE 5.18 DEBT
Description Secured by Rate - fixed Interest Issue Maturity Bank name of Debt Assets or variable? Rate Date Date --------- ----------- ---------- ------------ -------- ----- -------- OVERDRAFTS AAPTUS Other Bank No V 0.00% Aptar GmbH West LB Bank No V 6.00% 03/31/99 04/01/99 Aptar GmbH ABN Amro Bank No V 6.00% 03/31/99 04/01/99 General Plastics Bred Bank No V 3.80% 3/31/99 3/31/99 General Plastics SG Bank No V 4.20% 3/31/99 3/31/99 Graphocolor Credit Lyonnais Bank No V 3.88% 3/31/99 4/15/99 Graphocolor BNP Bank No V 3.83% 3/31/99 4/15/99 Graphocolor SG Bank No V 0.04% 3/31/99 4/15/99 Inairic BNL Bank Y V 0.18% 2/25/99 2/25/00 Perfect-Valois UK Bank National De Paris Bank No V 7.00% 3/99 Revolving Seaquist Japan Mitsubishi Bank Bank No V 3.50% 8/29/97 8/28/02 Seaquist Japan Mitsubishi Bank Bank No V 3.50% 6/23/98 6/2/03 Seaquist Japan BNP Bank No V 2.00% 12/18/98 12/31/05 Seaquist Japan Sumitomo Bank Bank No V 2.50% 12/18/98 12/17/03 Seaquist Loffler Germany Volksbank Bank No V 6.25% 3/30/99 4/30/99 SPD France BFCE Bank No V 3.79% 3/31/99 N/A SPD France SG Bank No V 3.00% 3/31/99 N/A SPD GmbH West LB Bank No V 6.00% 3/31/99 4/1/99 SPD GmbH ABN Amro Bank No V 6.00% 3/31/98 4/1/99 Valois Credit Lyonnais Bank No V 3.61% 3/31/99 N/A Valois Credit Agricole Bank No V 3.61% 3/31/99 N/A Valois SG Bank No V 3.61% 3/31/99 N/A
LC - ST LC - LT TOTAL - LC US$ - ST US$ - LT TOTAL $ -------------------------------------------------------------------------------- OVERDRAFTS AAPTUS 2,326,589 2,326,589 2,326,589 0 2,326,589 Aptar GmbH 28,463 28,463 15,673 0 15,673 Aptar GmbH 3 3 2 0 2 General Plastics 339,171 339,171 55,688 0 55,688 General Plastics 1,444,434 1,444,434 237,159 0 237,159 Graphocolor 3,675,862 3,675,862 603,532 0 603,532 Graphocolor 2,456,989 2,456,989 403,408 0 403,408 Graphocolor 424,084 424,084 69,630 0 69,630 Inairic 592,253 592,253 592,549 0 592,549 Perfect-Valois UK 497,073 497,073 801,182 0 801,182 Seaquist Japan 13,673,000 13,673,000 115,045 0 115,045 Seaquist Japan 4,170,000 4,170,000 35,086 0 35,086 Seaquist Japan 306,262,705 306,262,705 2,576,894 0 2,576,894 Seaquist Japan 46,668,000 46,668,000 392,665 0 392,665 Seaquist Loffler Germany 729,348 729,348 401,623 0 401,623 SPD France 177,671 177,671 29,171 0 29,171 SPD France 230,157 230,157 37,789 0 37,789 SPD GmbH 846,377 846,377 466,067 0 466,067 SPD GmbH 1,440,778 1,440,778 793,380 0 793,380 Valois 246,688 246,688 40,503 0 40,503 Valois 2,008,643 2,008,643 329,795 0 329,795 Valois 468,959 468,959 76,997 0 76,997 --------------------------------------------- TOTAL OVERDRAFTS 10,400,429 0 10,400,429 ---------------------------------------------
Schedule 5.18 SCHEDULE 5.18 ------------- DEBT
Description Secured by Rate - fixed Interest Issue Maturity Bank name of Debt Assets or variable? Rate Date Date --------- ----------- ---------- ------------ -------- ----- -------- ST NOTES PAYABLE AptarGroup ABN Amro Bank No V 5.35% 01/11/99 04/11/99 AptarGroup Society General Bank No V 5.60% 03/31/99 04/01/99 AptarGroup WLB Bank No V 5.17% 03/30/99 04/06/99 AptarGroup BOA Bank No V 5.42% 2/19/99 04/30/99 China IBPS Bank No V 5.90% 7/16/98 7/15/99 China Bank of China Bank No V 5.77% 7/14/98 7/13/99 China Bank of China Bank No V 6.52% 7/24/98 7/13/99 Elims Reclass ST Emson Foreign Sales Corp. Fleet Bank No V 0.00% 03/31/99 04/05/99 Emson, Inc. Fleet Bank No V 0.00% 03/31/99 04/05/99 Emson, Inc. Fleet Bank No V 0.00% 03/31/99 04/05/99 Emson, Inc. Fleet Bank No V 0.00% 03/31/99 04/05/99 General plastics BNP Bank No V 3.88% 2/15/98 4/15/99 Novares S p A IMI-S PAOLO Bank N/A F 5.60% 2/98 8/99 Novares S p A IBM Semea Other N/A F 9.35% 10/98 12/99 S Loffler Ltd BOA Bank No V 6.00% 11/2/99 5/5/99 Sar France Groupe Soval Bank No V 10.90% 11/96 5/99 Seaquist Loffler Germany DM Eurokredit Bank No V 3.96% 2/15/99 5/15/99 Seaquist Loffler Germany DB Eurokredit Bank No V 3.96% 3/11/99 6/11/99 SV Australia ABN Amro Bank Yes V 5.35% 3/24/99 5/24/99 SV Australia ABN Amro Bank Yes V 5.38% 3/29/99 4/29/99 Valois CIN Bank No V 3.24% 3/18/99 4/1/99 Valois CIN Bank No V 3.24% 3/19/99 4/1/99 Valois CIN Bank No V 3.23% 3/22/99 4/1/99 DISCOUNTED NOTES Valois Spain Bilbao Vizcaya Bank No V 7.00% 1/23/99 4/25/99
LC - ST LC - LT TOTAL - LC US$ - ST US$ - LT TOTAL $ ------------------------------------------------------------------------------ OVERDRAFTS 0 0 0 0 0 AptarGroup 15,000,000 15,000,000 15,000,000 0 15,000,000 AptarGroup 600,000 600,000 600,000 0 600,000 AptarGroup 10,500,000 10,500,000 10,500,000 0 10,500,000 AptarGroup 123,000,000 123,000,000 123,000,000 0 123,000,000 China 828,000 828,000 100,022 0 100,022 China 15,000,000 15,000,000 1,812,000 0 1,812,000 China 10,000,000 10,000,000 1,208,000 0 1,208,000 Elims (25,000,000) (25,000,000) (25,000,000) (25,000,000) Emson Foreign Sales Corp. 21,641 21,641 21,641 0 21,641 Emson, Inc. 1,084,366 1,084,366 1,084,366 0 1,084,366 Emson, Inc, 104,788 104,788 104,788 0 104,788 Emson, Inc. 45,608 45,608 45,608 0 45,608 General plastics 274,500 274,500 45,070 0 45,070 Novares S p A 5,000,000 5,000,000 2,781,000 0 2,781,000 Novares S p A 677,552 677,552 378,854 0 376,854 S Loffler Ltd 1,300,000 1,300,000 2,095,340 0 2,095,340 Sar France 17,573 17,573 2,885 0 2,885 Seaquist Loffler Germany 2,000,000 2,000,000 1,101,322 0 1,101,322 Seaquist Loffler Germany 2,000,000 2,000,000 1,101,322 0 1,101,322 SV Australia 100,000 100,000 63,430 0 63,430 SV Australia 100,000 100,000 63,430 0 63,430 Valois 2,800,000 2,800,000 459,726 0 459,726 Valois 9,200,000 9,200,000 1,510,530 0 1,510,530 Valois 3,500,000 3,500,000 574,658 0 574,658 --------------------------------------------- 138,651,993 0 138,651,993 --------------------------------------------- DISCOUNTED NOTES Valois Spain 1,005,662 1,005,662 6,510 0 6,510 --------------------------------------------- 6,510 0 6,510 ---------------------------------------------
Schedule 5.18 SCHEDULE 5.18 ------------- DEBT
Description Secured by Rate - fixed Interest Issue Maturity Bank name of Debt Assets or variable? Rate Date Date LC - ST LC - LT --------- ------- ------ ----------- ---- ---- ---- ------- ------- NOTES PAYABLE AptarGroup Nationwide Life Other No F 7.08% 10/1/95 9/30/05 3,571,429 21,428,571 AptarGroup Reclass ST Other No 4/29/01 25,000,000 Emson, Inc. Bank Term Loan Bank No V 6.53% 4/15/98 5/1/03 800,000 2,466,667 Emson, Inc. Revolver Bank No V 5.56% 4/15/98 5/1/01 0 7,700,000 Emson, Inc. Revolver Bank No V 5.46% 4/15/98 5/1/01 0 10,000,000 Emson India Pavron Loan No V 0.00% 0 2,022,022 General Plastics BNP Bank No F 5.11% 8/98 7/03 372,739 1,389,120 General Plastics Bred Bank No F 4.90% 8/97 7/01 100,668 142,115 General Plastics Bred Bank No F 4.90% 8/97 7/01 251,670 355,287 General Plastics Credipar Bank No F 11.08% 11/95 10/99 14,674 0 General Plastics SNVB Codevi Bank No F 6.10% 7/96 7/00 257,500 128,750 General Plastics SNVB Codevi Bank No V 5.60% 8/96 8/00 198,750 99,375 Graphocolor Agency Bassin Other No F 0.50% 10/16/97 10/16/08 42,000 378,000 Graphocolor Agency Bassin Other No F 0.50% 3/26/91 3/16/00 0 106,400 Graphocolor Agency Bassin Other No F 0.50% 1/16/97 1/16/00 0 1,052,800 Graphocolor SDR Other No F 7.20% 1/1/90 1/1/99 190,214 0 Graphocolor CMT Other No V 3.80% 8/20/96 8/20/03 1,232,145 6,160,705 Graphocolor CMT Other No V 3.80% 8/20/96 8/20/03 375,000 1,875,000 MPN Credit General Industriel Bank F 0.00% 0 0 0 0 MPN Societe General Bank No F 4.95% 8/98 1/00 245,725 646,442 MPN Societe General Bank Yes F 6.10% 6/96 5/00 88,043 109,721 MPN CIC Bank No F 5.40% 8/97 7/01 120,863 171,622 MPN Societe General Bank No V 5.14% 8/97 7/01 276,538 391,488 SAR Loan L Other No F 3.69% 1/13/95 7/29/09 0 1,392,973 SAR Loan I Other No F 0.00% 7/97 1/99 0 0 Seaquist de Mexico Other Bank Yes F 0.00% 0 0 273,696 136,848 Seaquist Loffler Germany GEFA 83165 Other No F 4.94% 3/1/97 1/1/99 0 0 Seaquist Loffler Germany GEFA 83166 Other No F 4.74% 4/1/97 2/1/99 0 0 Seaquist Loffler Germany GEFA 83167 Other No F 5.70% 12/1/97 10/1/99 101,500 0 Seaquist Loffler Germany GEFA 83153 Other No F 5.79% 5/1/98 3/1/00 99,000 22,000 Seaquist Loffler Germany GEFA 83154 Other No F 5.53% 5/1/98 3/1/00 174,150 77,400 Seaquist Loffler Germany GEFA 83155 Other No F 5.53% 6/1/98 4/1/00 124,470 41,490 Seaquist Loffler Germany GEFA 83152 Other No F 5.24% 10/1/97 8/1/99 27,500 0 Seaquist Loffler Germany Loeffler Loan Other No F 4.90% 7/31/98 9/30/04 623,679 6,082,522 Valois ANVAR Bank No F 0.00% 9/4/92 6/30/00 200,000 200,000 Valois Participation Other No F 6.00% 4/1/93 4/1/03 5,406,901 28,744,466 Valois Italiana Mediocredito Bank No V 1.20% 12/31/98 6/30/08 40,000 360,786 Valois of America CDA Other Yes F 4.50% 11/28/95 6/1/95 91,808 605,240 TOTAL - LC US$ - ST US$ - LT TOTAL $ ------------------------------------------------- NOTES PAYABLE AptarGroup 25,000,000 3,571,429 21,428,571 25,000,000 AptarGroup 25,000,000 0 25,000,000 25,000,000 Emson, Inc. 3,266,667 800,000 2,466,667 3,266,667 Emson, Inc. 7,700,000 0 7,700,000 7,700,000 Emson, Inc. 10,000,000 0 10,000,000 10,000,000 Emson India 2,022,022 0 47,659 47,659 General Plastics 1,761,859 61,199 228,077 289,276 General Plastics 242,783 16,528 23,334 39,882 General Plastics 606,957 41,321 58,334 99,655 General Plastics 14,674 2,409 0 2,409 General Plastics 386,250 42,278 21,139 63,418 General Plastics 298,125 32,632 16,316 48,949 Graphocolor 420,000 6,896 62,063 68,959 Graphocolor 106,400 0 17,470 17,470 Graphocolor 1,052,800 0 172,857 172,857 Graphocolor 190,214 31,231 0 31,231 Graphocolor 7,392,850 202,303 1,011,514 1,213,817 Graphocolor 2,250,000 61,571 307,853 369,423 MPN 0 0 0 0 MPN 892,167 40,345 106,138 146,483 MPN 197,764 14,456 18,015 32,470 MPN 292,485 19,844 28,178 48,023 MPN 668,026 45,404 64,278 109,682 SAR 1,392,973 0 774,772 774,772 SAR 0 0 0 0 Seaquist de Mexico 410,544 28,738 14,369 43,107 Seaquist Loffler Germany 0 0 0 0 Seaquist Loffler Germany 0 0 0 0 Seaquist Loffler Germany 101,500 55,892 0 55,892 Seaquist Loffler Germany 121,000 54,515 12,115 66,630 Seaquist Loffler Germany 251,550 95,898 42,621 138,519 Seaquist Loffler Germany 165,960 68,541 22,847 91,388 Seaquist Loffler Germany 27,500 15,143 0 15,143 Seaquist Loffler Germany 6,706,201 343,436 3,349,408 3,692,843 Valois 400,000 32,838 32,838 65,675 Valois 34,151,367 887,748 4,719,496 5,607,245 Valois Italiana 400,786 22,248 200,669 222,917 Valois of America 697,048 91,808 605,240 697,048 ROUNDING (1) (1) -------------------------------------- TOTAL NOTES PAYABLE 6,686,652 78,552,836 85,239,487 --------------------------------------
Schedule 5.18 SCHEDULE 5.18 DEBT
Bank name Description Secured by Rate - fixed Interest Issue Maturity LC - ST --------- of Debt Assets or Variable? Rate Date Date ------- ------- ------ ----------- ---- ---- ---- MORTGAGES PAYABLE General Plastics Credit Agricole Bank Yes F 5.90% 1/97 12/00 260,718 General Plastics Societe General Bank Yes V 4.65% 4/98 1/02 225,000 General Plastics Credit Agricole Bank Yes F 5.05% 8/98 7/02 153,886 General Plastics SNVB Bank Yes F 4.80% 8/98 7/02 199,094 General Plastics SNVB Bank Yes F 5.25% 8/98 7/02 188,740 General Plastics Bred Bank Yes F 4.80% 10/98 7/02 177,350 General Plastics BNP Bank Yes F 4.09% 3/99 9/03 91,066 General Plastics BNP Bank Yes F 4.09% 3/99 2/03 772,842 Novares S.p.A. Loan BNL Other No F 2.10% 12/22/98 6/30/08 269,260 Pfeiffer GmbH Commerzbank Bank Yes F 4.70% 06/96 3/99 0 Pfeiffer GmbH West LB Bank Yes F 5.00% 06/96 12/01 161,515 Pfeiffer GmbH Sparkasse Bank No F 4.95% 3/98 12/02 1,000,000 Pfeiffer GmbH BW Bank Bank No F 4.90% 11/97 12/02 1,000,000 Pfeiffer GmbH BW Bank Bank No F 5.00% 06/96 12/99 625,000 Sar Loan Other Yes F 5.25% 12/31/94 6/30/04 599,035 INDUSTRIAL REV BONDS SPD US IRB IRB No V 6.05% 12/96 12/01 333,400
LC - LT TOTAL - LC US$ - ST US$ - LT TOTAL $ -------------------------------------------------------------- MORTGAGES PAYABLE General Plastics 205,859 466,577 42,807 33,800 76,606 General Plastics 450,000 675,000 36,942 73,885 110,827 General Plastics 572,747 726,633 25,266 94,038 119,304 General Plastics 503,378 702,472 32,689 82,649 115,337 General Plastics 480,816 669,556 30,989 78,944 109,933 General Plastics 692,111 869,461 29,119 113,636 142,755 General Plastics 908,934 1,000,000 14,952 149,236 164,188 General Plastics 3,427,158 4,200,000 126,891 562,698 689,590 Novares S.p.A. 2,530,740 2,800,000 149,762 1,407,598 1,557,360 Pfeiffer GmbH 0 0 0 0 0 Pfeiffer GmbH 323,338 484,853 88,940 178,050 266,990 Pfeiffer GmbH 3,000,000 4,000,000 550,661 1,651,983 2,202,644 Pfeiffer GmbH 3,000,000 4,000,000 550,661 1,651,983 2,202,644 Pfeiffer GmbH 0 625,000 344,163 0 344,163 Sar 3,115,244 3,714,279 333,183 1,732,699 2,065,882 ROUNDING (1) (1) ----------------------------------- TOTAL MORT PAYABLE 2,357,025 7,811,198 10,168,223 ----------------------------------- INDUSTRIAL REV BONDS SPD US 582,450 915,850 333,400 582,450 915,850 -----------------------------------
Schedule 5.18 SCHEDULE 5.18 -------------
DEBT Description Secured by Rate - fixed Interest Issue Maturity Bank name of Debt Assets or variable? Rate Date Date --------- ----------- --------- ----------- ------- ----- -------- CAPITAL LEASES Dispray Capital Lease Building Yes F 2.50% 7/88 7/03 Dispray Capital Lease Building Yes F 6.62% 3/95 3/05 General Plastics Capital Lease Press Yes F 8.02% 3/15/95 3/15/00 General Plastics Capital Lease Press Yes F 8.32% 8/15/95 8/15/00 General Plastics Capital Lease Press Yes F 7.59% 4/1/96 11/26/00 Graphocolor Capital Lease Misc Equip No V 4.08% 12/30/96 12/30/08 MPN Capital Lease Sofinbail Yes F 7.49% 3/95 3/00 Pfeiffer-Vlaois UK Capital Lease Fork Lift Truc No F 12.43% 7/1/98 6/30/03 Rounding Seaquist Loffler Czech Capital Lease Machine Yes F 7.00% 7/1/98 6/1/02 SVC Australia Capital Lease Volkswagon Yes F 7.24% 3/22/99 3/22/03 SVC Australia Capital Lease Subaru Yes F 6.99% 11/7/97 11/7/01 Valois Capital Lease Domibail Yes V 3.88% 6/30/90 6/30/05 Valois Capital Lease Domibail Yes V 3.85% 12/1/93 12/1/08 Valois Capital Lease Domibail Yes V 4.80% 1/10/90 7/4/05
LC - ST LC - LT TOTAL - LC US$ - ST US$ - LT TOTAL $ ------------------------------------------------------------------------- CAPITAL LEASES Dispray 16,932 1,150,598 1,167,530 11,429 776,654 788,083 Dispray 16,418 1,190,101 1,206,519 11,082 803,318 814,400 General Plastics 372,964 0 372,964 61,236 0 61,236 General Plastics 99,557 48,564 148,121 16,346 7,974 24,320 General Plastics 101,831 79,678 181,509 16,719 13,082 29,802 Graphocolor 903,591 13,763,159 14,666,750 148,359 2,259,746 2,408,104 MPN 191,346 0 191,346 31,417 0 31,417 Pfeiffer-Vlaois 3,126 14,406 17,532 5,038 23,220 28,258 Rounding ROUNDING 2 2 Seaquist Loffler Czech 4,360,447 16,421,359 20,781,806 121,787 458,649 580,436 SVC Australia 6,226 42,608 48,834 3,949 27,026 30,975 SVC Australia 5,182 25,789 30,971 3,287 16,358 19,645 Valois 2,031,127 8,784,702 10,815,829 333,487 1,442,343 1,775,829 Valois 1,842,110 11,099,429 12,941,539 302,452 1,822,393 2,124,845 Valois 912,145 6,850,357 7,762,502 149,763 1,124,746 1,274,510 ----------------------------------- TOTAL CAPITAL LEASES 1,216,355 8,775,508 9,991,862 -----------------------------------
Schedule 5.18 SCHEDULE 5.18 ------------- DEBT
Description Secured by Rate - fixed Interest Issue Maturity Bank name of Debt Assets or variable? Rate Date Date --------- ----------- ---------- ------------ -------- ----- -------- All other Debt between March 31, 1999 and the Effective Date which had an original principal amount in excess of $25,000,000: AptarGroup debt placement Various Private No Fixed 6.62% 5/28/99 5/30/11 institutions Placement Repay ST note from proceeds BOA Updated Total LC - ST LC - LT TOTAL - LC US$ - ST US$ - LT TOTAL $ ------------------------------------------------------------------------------ GRAND TOTAL DEBT PER BOOKS at March 31, 1999 159,652,362 95,721,991 255,374,353 ========================================= All other Debt between March 31, 1999 and the Effective Date which had an original principal amount in excess of $25,000,000: AptarGroup debt placement 0 107,000,000 107,000,000 Repay ST note from proceeds BOA (107,000,000) (107,000,000) ----------------------------------------- 52,652,362 202,721,991 255,374,353 =========================================
Schedule 5.18 SCHEDULE 6.15 EXISTING INVESTMENTS Equity investments: Seaplast (50%) 1,585,681 TES (40%) 74,923 CosterSeaquist LLC (50%) 2,624,757 ---------- Subtotal 4,285,361 Other: Fadeva loan 500,000 ---------- Grand Total 4,785,361 ========== SCHEDULE 10.2 OFFSHORE AND DOMESTIC LENDING OFFICES, ADDRESSES FOR NOTICES BANK OF AMERICA NATIONAL TRUST - ------------------------------ AND SAVINGS ASSOCIATION, - ----------------------- As Administrative Agent Bank of America National Trust and Savings Association Agency Management Services #5596 1850 Gateway Boulevard, 5th Floor Concord, CA 94520 Attention: Jon Kubokawa Telephone: (925) 675-8401 Facsimile: (925) 675-8500 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Bank of America National Trust and Savings Association 231 S. LaSalle Street Chicago, IL 60201 Attention: M.H. Claggett, Vice President Telephone: (312) 828-1549 Facsimile: (312) 987-1276 ADMINISTRATIVE AGENT'S PAYMENT OFFICE - ------------------------------------- Bank of America National Trust and Savings Association Agency Management Services #5596 1850 Gateway Boulevard, 5th Floor Concord, CA 94520 ABA No. 121-000-358 For Credit to Account No.: 12336-17053 Ref: AptarGroup, Inc. BANK OF AMERICA NATIONAL TRUST - ------------------------------ AND SAVINGS ASSOCIATION, - ----------------------- As a Lender Domestic and Offshore Lending Office: Bank of America National Trust and Savings Association 200 West Jackson Boulevard, 9th Floor Chicago, IL 60606 Attention: Pamela Scarborough Telephone: (312) 828-3852 Facsimile: (312) 974-9626 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Bank of America National Trust and Savings Association 231 S. LaSalle Street Chicago, IL 60201 Attention: M.H. Claggett, Vice President Telephone: (312) 828-1549 Facsimile: (312) 987-1276 ABN AMRO BANK N.V. - ------------------ Domestic and Offshore Lending Office: 208 South LaSalle, Suite 1500 Chicago, IL 60604-1003 Attention: Credit Administration Telephone: (312) 992-5110 Facsimile: (312) 992-5111 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): ABN AMRO Bank N.V. 135 South LaSalle Street, Suite 625 Chicago, IL 60603 Attention: Bernard McGuigan Telephone: (312) 904-2664 Facsimile: (312) 904-1110 SOCIETE GENERALE - CHICAGO BRANCH - --------------------------------- 181 West Madison Chicago, IL 60602 Attention: Michael Lincoln, Director Telephone: (312) 578-5056 Facsimile: (312) 578-5099 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): 181 West Madison Chicago, IL 60602 Attention: Michael Lincoln, Director Telephone: (312) 578-5056 Facsimile: (312) 578-5099 FLEET NATIONAL BANK - ------------------- Domestic and Offshore Lending Office: 850 Main Street Bridgeport, CT 06604 Attention: Telephone: Facsimile: Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Mail Stop CT FD KO2A One Landmark Square Second Floor Stamford, CT 06901 Attention: H. Frazier Caner Telephone: (203) 964-4884 Facsimile: (203) 964-4851 APTARGROUP, INC. - ---------------- AptarGroup, Inc. 475 West Terra Cotta Avenue Suite E Crystal Lake, IL 60014 Attention: Vice President-Risk Management Facsimile: (815) 477-0481 EX-27 5 FINANCIAL DATA SCHEDULE
5 0000896622 APTARGROUP, INC. 1,000 U.S. DOLLARS 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 1.0 32,631 0 181,399 (6,051) 104,902 344,068 686,001 (342,964) 831,718 149,320 226,842 0 0 399 410,367 831,718 407,087 407,087 253,975 354,508 100,533 0 (6,412) 47,091 16,642 30,449 0 0 0 30,449 0.84 0.82 In August 1998, the Company effected a two-for-one stock split. Prior Financial Data Schedules have not been restated for this stock split.
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