Third Amendment to Loan Agreement among Myers Industries, Inc., Foreign Subsidiary Borrowers, and Lenders

Summary

This amendment updates the existing loan agreement between Myers Industries, Inc., its foreign subsidiaries, and a group of lenders led by Bank One, Michigan. The amendment clarifies that the company can act as a Euro Borrower, making it subject to certain obligations when borrowing in Euros, and requires the company to handle tax filings to avoid withholding taxes. The amendment becomes effective once all parties sign and certain documents are delivered. All other terms of the original loan agreement remain in effect.

EX-10.M 7 l87122aex10-m.txt EXHIBIT 10(M) 1 EXHIBIT 10(m) THIRD AMENDMENT TO LOAN AGREEMENT --------------------------------- THIS THIRD AMENDMENT TO LOAN AGREEMENT, dated as of October 6, 2000 (this "Amendment"), is among MYERS INDUSTRIES, INC., an Ohio corporation (the "Company"), the foreign subsidiary borrowers party hereto (the "Foreign Subsidiary Borrowers", and together with the Company, the "Borrowers", the lenders party hereto (collectively, the "Lenders") and BANK ONE, MICHIGAN, a Michigan banking corporation, as agent for the Lenders (in such capacity, the "Agent"). RECITALS -------- A. The Borrowers, the Agent and the Lenders are parties to a Loan Agreement dated as of February 3, 1999, as amended by a First Amendment to Loan Agreement dated August 2, 1999 and a Second Amendment to Loan Agreement dated August 17, 2000 (as now and hereafter amended, the "Loan Agreement"). B. The Borrowers desire to amend the Loan Agreement, and the Agent and the Lenders are willing to do so in accordance with the terms hereof. TERMS ----- In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows: ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III hereof, the Loan Agreement shall be amended as follows: 1.1 The definition of Euro Borrower in Section 1.1 is restated as follows: "EURO BORROWER" means the Company and/or any one or more Foreign Subsidiary Borrowers from time to time designated on Schedule 1.1(b) as a "Euro Borrower". 1.2 A new Section 2.19 is added to the Credit Agreement to read as follows: 2.19 COMPANY AS A EURO BORROWER. Notwithstanding anything herein to the contrary, (1) all parties hereto agree that all obligations and liabilities of a "Foreign Subsidiary Borrower" or a "Euro Borrower" contained in this Agreement shall also apply to the Company when the Company is borrowing Euros hereunder as a Euro Borrower, and the Company shall be bound by all such obligations and liabilities, and (2) the Company will make all appropriate filings and take all other necessary action with all United States of America and United Kingdom of Great Britain and Northern Ireland taxing authorities and other Governmental Authorities to ensure that no withholding taxes or any similar or related taxes, levies, imposts, duties, charges, fees, deductions or withholdings will need to be paid or withheld by the Agent or any Euro Revolving Credit Lender as a result of the Company being a Euro Borrower, and if any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings are required to be withheld from any amounts payable to the Agent or any Euro Revolving Credit Lender as a result of the Company being a Euro Borrower then amounts so payable to the Agent and any Euro Revolving Credit Lender shall be increased to the extent necessary to yield to the Agent or such Lender interest or any such other amounts payable hereunder at the rates and in the amounts specified in this Agreement. 2 ARTICLE II. REPRESENTATIONS. Each Borrower represents and warrants to the Agent and the Lenders that: 2.1 The execution, delivery and performance of this Amendment is within its powers, has been duly authorized and is not in contravention of any statute, law or regulation known to it or of any terms of its Articles of Incorporation or By-laws, or of any material agreement or undertaking to which it is a party or by which it is bound. 2.2 This Amendment is the legal, valid and binding obligation of each Borrower enforceable against each in accordance with the terms hereof. 2.3 After giving effect to the amendments contained herein, the representations and warranties contained in Article V of the Loan Agreement are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 2.4 No Default or Unmatured Default exists or has occurred and is continuing on the date hereof. ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of the date hereof when each of the following conditions is satisfied: 3.1 The Borrowers and the Required Lenders shall have signed this Amendment. 3.2 The Company shall have delivered such resolutions and officer's certificates as the Agent may reasonably request. 3.3 The Company shall have delivered to the Agent such other documents and satisfied such other conditions, if any, as reasonably requested by the Agent. ARTICLE IV. MISCELLANEOUS. 4.1 References in the Loan Agreement or in any other Loan Document to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby and as further amended from time to time. 4.2 Except as expressly amended hereby, the Borrowers and Guarantors agree that the Loan Agreement and all other Loan Documents are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with their terms and that they are not aware of any set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. 4.3 Terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures shall be effective as originals. -2- 3 IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed and delivered as of the day and year first above written. MYERS INDUSTRIES, INC By: /s/ Gregory J. Stodnick --------------------------------- FOREIGN SUBSIDIARY BORROWERS: MYERS AE, SA By: /s/ Gregory J. Stodnick --------------------------------- MYELin International Finance, SA By: /s/ Gregory J. Stodnick --------------------------------- LISTO PRODUCTS LIMITED, formerly known as 18936 YUKON INC. By: /s/ Gregory J. Stodnick --------------------------------- -3- 4 BANK ONE, MICHIGAN, as Agent and as a Lender By: /s/ Krista J. Flynn --------------------------------- BANK ONE, CANADA By: /s/ Krista J. Flynn --------------------------------- SOCIETE GENERALE NEW YORK BRANCH By: /s/ Nicolas Guerin --------------------------------- KEYBANK NATIONAL ASSOCIATION By: /s/ J. T. Taylor --------------------------------- THE CHASE MANHATTAN BANK By: /s/ Henry W. Centa --------------------------------- -4- 5 MELLON BANK, N.A. By: /s/ Debra L. McAllonis --------------------------------- NATIONAL CITY BANK By: /s/ Peter W. Richer --------------------------------- STAR BANK, N.A. By: /s/ Philip M. Daetwyler --------------------------------- HARRIS TRUST AND SAVINGS BANK By: /s/ Michael J. Johnson --------------------------------- FIRSTMERIT BANK, N.A. By: /s/ Stephen F. Mysko --------------------------------- FIFTH THIRD NATIONAL BANK By: /s/ Roy C. Lanctot --------------------------------- -5- 6 DEN DANSKE BANK By: /s/ Daniel F. Lenzo --------------------------------- By: /s/ Bo Andersen --------------------------------- COMERICA BANK By: /s/ Jeffrey J. Judge --------------------------------- -6- 7 CONSENT AND AGREEMENT --------------------- As of the date and year first above written, each of the undersigned hereby: (a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated hereby and agrees to all terms and provisions of the above Amendment applicable to it; (b) agrees that each Guaranty and all other agreements executed by any of the undersigned in connection with the Credit Agreement or otherwise in favor of the Agent or the Banks (collectively, the "Security Documents") are hereby ratified and confirmed and shall remain in full force and effect, and each of the undersigned acknowledges that it has no setoff, counterclaim or defense with respect to any Security Document; and (c) acknowledges that its consent and agreement hereto is a condition to the Banks' obligation under this Amendment and it is in its interest and to its financial benefit to execute this consent and agreement. BUCKHORN, INC. By: /s/ Gregory J. Stodnick --------------------------------- AMERI-KART CORP. By: /s/ Gregory J. Stodnick --------------------------------- BUCKHORN RUBBER PRODUCTS, INC. By: /s/ Gregory J. Stodnick --------------------------------- PATCH RUBBER COMPANY By: /s/ Gregory J. Stodnick --------------------------------- -7-