Consent of the Lenders

EX-10.1 4 k98438exv10w1.txt CONSENT OF THE LENDERS EXHIBIT 10.1 September 9, 2005 Plastipak Holdings, Inc. 41605 Ann Arbor Road East Plymouth, MI 48170 Re: Consent ("Consent") under the Plastipak Holdings, Inc. Fifth Amended and Restated Revolving Credit Agreement dated as of January 28, 2005 (as amended, the "Credit Agreement"), by and among Plastipak Holdings, Inc. and the other Borrowers described therein ("Borrowers"), Comerica Bank and such other financial institutions which are or may from time to time become parties to the Credit Agreement (the "Lenders"), and Comerica Bank, in its capacity as Administrative Agent for the Lenders ("Agent") Ladies and Gentlemen: Reference is made to the Credit Agreement. Except as specifically defined to the contrary herein, capitalized terms used in this Consent shall have the meanings given to them in the Credit Agreement. TABB Realty has advised the Agent and the Lenders that it proposes to enter into certain real estate related refinancing with PNC Bank ("PNC"), and, to facilitate such refinancing, has requested the Agent to discharge the Mortgages granted to it by Tabb Realty, terminate the Security Agreement as to TABB Realty and release TABB Realty from its obligations under the Guaranty. TABB Realty has provided to the Agent and the Lenders a Summary of Loan Terms and Conditions with respect to the proposed refinancing and a certificate of the Treasurer of Holdings, copies of which are attached as Exhibits A and B, respectively. TABB Realty has further advised the Agent and the Lenders that PNC has requested that Packaging cause a $1 million Letter of Credit to be issued to TABB Realty as required (in lieu of a security deposit) under the leases between Plastipak Packaging Inc., and Clean Tech, Inc., as tenants, and TABB Realty, as landlord (the "TABB Letter of Credit"), which Letter of Credit is to be assigned by TABB Realty to PNC as beneficiary as additional security for such refinancing. Section 12.12(c) of the Credit Agreement provides that upon the satisfaction of certain conditions, a Real Estate Lien Release may occur. The Lenders consent to (i) the execution and delivery by the Agent of the letter in the form of Exhibit C terminating the Security Agreement and the Guaranty as to TABB Realty and releasing TABB Realty from its obligations thereunder and (ii) the issuance of the TABB Letter of Credit by the Issuing Bank. The Borrowers, the Agent and the Lenders also agree that (i) the Credit Agreement is amended by deleting Schedules 6.23, 8.1, 8.2 and 8.7 and replacing them with Schedules 6.23, 8.1, 8.2 and 8.7 attached hereto, effective, with respect to Schedules 8.1, 8.2 and 8.7 as of the Effective Date of the Credit Agreement, and with respect to Schedule 6.23 effective as of the date hereof and (ii) for all purposes under the Credit Agreement, TABB Realty shall not be considered a Borrower but shall be considered a Subsidiary except, for purposes of Sections 8.10 (Limitation on Negative Pledge Clauses), 8.13 (Modification of Certain Agreements), and 9.1(i) (Events of Default; Judgments). The Borrowers and their Subsidiaries agree not to amend that certain Contribution Agreement to be dated on or about September 9, 2005, by and among the Borrowers and TABB Realty, without the prior written consent of the Majority Lenders. The date under Section 7.17 of the Credit Agreement by which the Credit Parties are required to cause Plastipak Czech Republic S.R.O. to execute and deliver the Loan Documents described in Section 5.10 of the Credit Agreement is hereby extended to the date which is ninety (90) days from the effective date hereof. This extension shall be deemed effective as of July 27, 2005. This Consent shall be effective upon the first date (but not later than September 9, 2005) upon which the Agent shall have received counterpart originals of this Consent, in each case duly executed and delivered by the Borrowers, all Lenders, and the Guarantors. The Borrowers shall reimburse the Agent for all of its costs and expenses, including, without limitation, legal expenses, incurred in connection with the preparation, execution and delivery of this Consent. This Consent may be executed by one or more parties hereto in any number of separate counterparts, all of which counterparts shall be deemed to constitute one and same instrument. By its execution hereof, each of the Guarantors consents to the foregoing Consent and reaffirms and ratifies all of its obligations to the Agent and the Lenders under the Guaranty. 2 By signing and returning a counterpart of this letter to the Agent, the Borrowers acknowledge their acceptance of the terms of this letter. Very truly yours, COMERICA BANK, as Administrative Agent By: /s/ Jeffrey J. Judge ------------------------------------ Its: Vice President 3 Acknowledged and Accepted as of September 9, 2005 PLASTIPAK HOLDINGS, INC. By: /s/ Michael J. Plotzke --------------------------------- Michael J. Plotzke Its: Treasurer PLASTIPAK PACKAGING, INC. By: /s/ Michael J. Plotzke --------------------------------- Michael J. Plotzke Its: Treasurer WHITELINE EXPRESS, LTD. By: /s/ Michael J. Plotzke --------------------------------- Michael J. Plotzke Its: Treasurer TABB REALTY, LLC By: /s/ Michael J. Plotzke --------------------------------- Michael J. Plotzke Its: Treasurer CLEAN TECH, INC. By: /s/ Michael J. Plotzke --------------------------------- Michael J. Plotzke Its: Treasurer 4 PLASTIPAK PACKAGING DO BRAZIL, LTDA By: /s/ Michael J. Plotzke --------------------------------- Michael J. Plotzke Its: Attorney-in-Fact 5 EXHIBIT A SUMMARY OF LOAN TERMS AND CONDITIONS [OMITTED] 6 EXHIBIT B CORPORATE CERTIFICATE [OMITTED] 7 EXHIBIT C [COMERICA BANK LETTERHEAD] September 9, 2005 TABB Realty, LLC 41605 Ann Arbor Road East Plymouth, MI 48170 Ladies and Gentlemen: Reference is made to the Fifth Amended and Restated Revolving Credit Agreement dated as of January 28, 2005 (the "Credit Agreement"), by and among Plastipak Holdings, Inc. and the other Borrowers described therein, Comerica Bank and such other financial institutions which are or may from time to time become parties to the Credit Agreement (the "Lenders"), and Comerica Bank, in its capacity as Administrative Agent for the Lenders. The Agent, on behalf of the Lenders, hereby terminates the Guaranty and the Security Agreement (as such terms are defined in the Credit Agreement) and releases TABB Realty from all of its obligations thereunder. Please sign this letter where indicated below to reflect our agreement in this regard. Very truly yours, COMERICA BANK /s/ Jeffrey J. Judge ---------------------------------------- Jeffrey J. Judge Acknowledged and agreed to as of the date hereof: TABB REALTY, LLC By: TABB Management, Inc. Its: Manager By: /s/ Michael J. Plotzke --------------------------------- Michael J. Plotzke Its:: Treasurer 8 AUTHORIZATION AND CONSENT The undersigned Lenders hereby acknowledge and agree to the foregoing Consent, and based on the receipt by the Agent of the approval of the requisite Lenders authorize the Agent to act in accordance therewith. COMERICA BANK By: /s/ Jeffrey J. Judge ------------------------------------ Its: Vice President 9 BANK OF AMERICA, N.A. By: /s/ Peter van der Horst ------------------------------------ Its: Principal 10 JPMORGAN CHASE BANK N.A. By: /s/ Mark L. McClure ------------------------------------ Its: Vice President 11 STANDARD FEDERAL BANK N.A. By: /s/ Gregory E. Castle ------------------------------------ Its: First Vice President 12 BANK OF MONTREAL By: /s/ David L. Mistic ------------------------------------ Its: Vice President 13 ASSOCIATED BANK, N.A. By: /s/ Joseph J. Gehrke ------------------------------------ Its: Vice President 14 FIRSTMERIT BANK, N.A. By: /s/ Kenneth L. Johnson ------------------------------------ Its: Vice President 15 GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Mark Blankstein ------------------------------------ Its: Duly Authorized Signatory 16 GUARANTY BANK By: /s/ Robert S. Hays ------------------------------------ Its: Senior Vice President 17 WELLS FARGO FOOTHILL, LLC By: /s/ Patrick A. McCormack ------------------------------------ Its: AVP 18 PNC BANK, NATIONAL ASSOCIATION By: /s/ Thomas A. Majewski ------------------------------------ Its: Vice President 19 NORTHERN TRUST CO. By: /s/ Mark E. Taylor ------------------------------------ Its: Vice President 20 CITIZENS BANK By: /s/ Jim Madaus ------------------------------------ Its: Senior Vice President 21 FIFTH THIRD BANK EASTERN MICHIGAN By: /s/ David Mannarino ------------------------------------ Its: AVP 22