EXHIBIT 10.54
EXECUTION COPY
AMENDMENT NO. 9 TO CREDIT AGREEMENT
AMENDMENT dated as of December 6, 1999 among CROWN PAPER CO. (the
"Borrower"), CROWN VANTAGE INC., the BANKS listed on the signature pages hereof
(the "Banks") and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
Agent (the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of August 15, 1995 (as amended, the AAgreement");
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
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defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment to the Definition of Consolidated EBITDA.
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(a) The definition of "Consolidated EBITDA" set forth in Section 1.1
of the Agreement is amended to read in its entirety as follows:
"Consolidated EBITDA" means, for any fiscal period, Consolidated EBIT for
such period plus, to the extent deducted in determining Consolidated Net Income
for such period, (i) the aggregate amount of depreciation, amortization, non-
cash incentive compensation expense and other similar non-cash charges, (ii)
solely for any period ended on or prior to December 31, 1997 and solely to the
extent not included in clause (i), the lesser of (x) the aggregate amount of
write-downs, write-offs or reserves with respect to the rebuild of the Number
One Paper Machine at St. Francisville and (y) $2,500,000, (iii) solely for any
period ended on or prior to December 31, 1998 and solely to the extent not
included in clause (i), (x) the aggregate amount of write-offs with respect to
the stream of lease payments on a co-generation facility at St. Francisville, up
to $17,000,000 in the aggregate and (y) the aggregate amount of December non-
recurring charges
with respect to environmental compliance and workers compensation costs, up to
$5,000,000 in the aggregate, in each case as described by the Borrower to the
Banks prior to the date of effectiveness of Amendment No.6 to this Agreement
dated as of December 11, 1998 among the Borrower, Holdings, the Banks and the
Administrative Agent and (iv) solely to the extent not included in clause (i),
the one-time charges listed on Schedule A to this Agreement, so long as such
charges are incurred after the date of effectiveness of the Waiver under this
Agreement dated as of November 24, 1999 among the Borrower, Holdings, the Banks
and the Administrative Agent and on or prior to December 25, 1999.
(b) A new Schedule A to the Agreement is added, to read in its entirety as
set forth on Schedule A hereto.
SECTION 3. Amendment of Cash Flow Ratio Covenant. Section 5.12 of the
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Agreement is amended to read in its entirety as follows:
SECTION 5.12. Cash Flow Ratio. As of the last day of each fiscal
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quarter of the Borrower set forth below, the Cash Flow Ratio at such day will
not be less than the ratio set forth below opposite such fiscal quarter:
Fiscal Quarter Ratio
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Fourth quarter of 1998 fiscal year 0.145:1
First quarter of 1999 fiscal year 0.13:1
Second quarter of 1999 fiscal year 0.12:1
Third quarter of 1999 fiscal year 0.10:1
Fourth quarter of 1999 fiscal year 0.077:1
Thereafter 0.20:1
SECTION 4. Amendment of Interest Coverage Ratio Covenant. Section
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5.13 of the Agreement is amended to read in its entirety as follows:
SECTION 5.13. Interest Coverage Ratio. As of the last day of each
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fiscal quarter of the Borrower set forth below, the Interest Coverage Ratio at
such day will not be less than the ratio set forth below opposite such fiscal
quarter:
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Fiscal Quarter Ratio
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Fourth quarter of 1998 fiscal year 1.50:1
First quarter of 1999 fiscal year 1.42:1
Second quarter of 1999 fiscal year 1.30:1
Third quarter of 1999 fiscal year 1.09:1
Fourth quarter of 1999 fiscal year 0.78:1
Thereafter 2.50:1
SECTION 5. Amendment of Minimum Consolidated Tangible Net Worth.
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Section 5.14 of the Agreement is amended to read in its entirety as follows:
SECTION 5.14. Minimum Consolidated Tangible Net Worth. Consolidated
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Tangible Net Worth will at no time during any fiscal period set forth below be
less than the amount set forth in the table below opposite such period; provided
that calculations of Consolidated Tangible Net Worth shall exclude the effect of
(x) (i) the aggregate amount of the pretax write-offs with respect to the stream
of lease payments on a co-generation facility at St. Francisville, up to
$17,000,000 in the aggregate, (ii) the aggregate amount of the pretax December
non-recurring charges with respect to environmental compliance and workers
compensation costs, up to $5,000,000 in the aggregate and (iii) the aggregate
amount of the potential pre-tax non-cash asset write-downs, up to $195,000,000
in the aggregate, in each case as described by the Borrower to the Banks prior
to the date of effectiveness of Amendment No. 6 to this Agreement dated as of
December 11, 1998 among the Borrower, Holdings, the Banks and the Administrative
Agent and (y) the one-time charges listed on Schedule A to this Agreement, so
long as such charges are incurred after the date of effectiveness of the Waiver
under this Agreement dated as of November 24, 1999 among the Borrower, Holdings,
the Banks and the Administrative Agent and on or prior to December 25, 1999.
Period Amount
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From 6/30/98 to but excluding the last $ 50,000,000
day of the first quarter of 1999
fiscal year
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Last day of the first quarter of 1999 $ 75,000,000
fiscal year to but excluding the last
day of the second quarter of 1999
fiscal year
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Last day of the second quarter of 1999 $ 60,000,000
fiscal year to but excluding the last
day of the third quarter of 1999
fiscal year
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Period Amount
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Last day of the third quarter of 1999 $ 35,600,000
fiscal year to but excluding the last
day of the fourth quarter of 1999
fiscal year
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Last day of the fourth quarter of 1999 $ 25,000,000
fiscal year to and including February
15, 2000
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Thereafter $100,000,000
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SECTION 6. Limited Use of Proceeds. A new Section 5.28 to the
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Agreement is added immediately after Section 5.27 thereof, to read in its
entirety as follows:
SECTION 5.28. Use of Proceeds. The Borrower shall apply the proceeds
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of any Loans or any Letters of Credit only to finance operating expenses
and capital expenditures.
SECTION 7. Financial Advisor. Section 9.3(a) of the Agreement is
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amended by adding the following phrase at the end of clause (i) thereof:
and all fees and expenses of any financial advisor reasonably acceptable to
the Borrower hired by or on behalf or for the benefit of the Administrative
Agent or the Collateral Agent pursuant to an engagement letter reasonably
acceptable to the Borrower (and the Borrower agrees that it shall cooperate
fully with any such financial advisor)
SECTION 8. Increase in Pricing. The Pricing Schedule to the
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Agreement is amended by adding the following sentence at the end of the
paragraph immediately following the table set forth therein:
In addition, each of the rates set forth in the table above opposite
"Applicable Euro-Dollar Margin", "Applicable Base Rate Margin" and "Letter
of Credit Fee Rate" and the "Applicable Base Rate Margin" for Tranche B
Loans and "Applicable Euro Dollar Margin" for Tranche B Loans shall be
increased by 0.50% on any date on and after the date of effectiveness of
Amendment No. 9 dated as of December 6, 1999 to this Agreement among the
Borrower, Holdings, the Banks and the Administrative Agent, and such
increase shall be effective, retroactively, as of the date of effectiveness
of the Waiver under this Agreement dated as of November 24, 1999 among the
Borrower, Holdings, the Banks and the Administrative Agent.
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SECTION 9. Decrease in Minimum Borrowing Amount. Section 2.1(d) of
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the Agreement is amended to read in its entirety as follows:
(d) Minimum Amount of Each Borrowing. Each Borrowing under this
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Section 2.1 shall be in an aggregate principal amount of $2,500,000 or any
larger multiple of $1,000,000 (except that any Revolving Credit Borrowing may be
in an aggregate amount available in accordance with Section 3.2(c)(ii)) and
shall be made from the several Banks ratably in proportion to their respective
Commitments of the relevant Class.
SECTION 10. Limitation on New Extensions of Credit. (a) The Borrower
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agrees that:
(i) it shall not deliver a Notice of Borrowing or a Notice of Issuance
under the Agreement or otherwise request any Bank (including any Issuing Bank)
to extend any credit to the Borrower under the Agreement if, after giving effect
to the Borrowing requested in any such Notice of Borrowing or the issuance of
any Letter of Credit requested in any such Notice of Issuance (including without
limitation any such Notice pursuant to which the Borrower requests the extension
of the maturity date of an outstanding Letter of Credit), the aggregate
Revolving Credit Outstandings of all the Banks would exceed (x) on any date on
or prior to December 26, 1999, $121,451,748 and (y) on any date thereafter,
$131,451,748 and (ii) notwithstanding any provision of the Agreement (including
Sections 2.1, 2.13 and 3.2 thereof), on and after the date hereof, no Bank
(including any Issuing Bank) shall be required to make any Loan, or issue or
participate in any Letter of Credit (including without limitation any Letter of
Credit the maturity of which has been or is proposed to be extended) if, after
giving effect to the making of such Loan or the issuance or participation in
such Letter of Credit, the Revolving Credit Outstandings of such Bank would
exceed such Banks' pro rata share (calculated based on its Revolving Credit
Commitment) of the aggregate Revolving Credit Outstandings permitted pursuant to
clause (i). The parties hereto acknowledge and agree that nothing in the
immediately preceding sentence shall be construed to prohibit the Borrower from
delivering a Notice of Interest Rate Election pursuant to Section 2.14 of the
Agreement with respect to any Loan outstanding on the date hereof or permitted
to be made pursuant to the immediately preceding sentence and continuing or
converting such Loan on the terms set forth in such Notice of Interest Rate
Election, subject to the provisions of Section 2.14.
(b) The amendments effected by Sections 2, 3, 4 and 5 of this Amendment
are expressly conditioned upon compliance by the Borrower with the provisions of
subsection (a) of this Section 10 and shall cease to be in full force and effect
upon failure by the Borrower to comply with the provisions of such subsection.
(c) The parties hereto acknowledge and agree that, effective as of the
date of effectiveness of this Amendment, the waivers granted in Section 2 of the
Waiver under
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the Agreement dated as of November 24, 1999 among the Borrower, Holdings, the
Banks and the Administrative Agent shall expire.
SECTION 11. Governing Law. This Amendment shall be governed by and
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construed in accordance with the laws of the State of New York.
SECTION 12. Representations of Borrower. The Borrower represents and
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warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the date of
effectiveness of this Amendment and (ii) after giving effect to this Amendment,
no Default will have occurred and be continuing on such date.
SECTION 13. Reaffirmation of Obligations. The Credit Agreement, as
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specifically amended hereby, is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed. The Borrower
confirms that it has requested Letters of Credit in an aggregate amount of
$8,451,748 be issued under the Credit Agreement and those Letters of Credit are
outstanding on the date hereof. The Borrower confirms that it has requested
Loans in an aggregate amount of $191,667,852 be issued under the Credit
Agreement and those Loans are outstanding on the date hereof.
SECTION 14. Counterparts; Effectiveness. This Amendment may be
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signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective (subject to Section 10(b)) on
the date on which the Administrative Agent shall have received (i) duly executed
counterparts hereof signed by the Borrower and the Required Banks (or, in the
case of any party as to which an executed counterpart shall not have been
received, the Administrative Agent shall have received telegraphic, telex or
other written confirmation from such party of execution of a counterpart hereof
by such party) and (ii) for the account of each Bank that has delivered an
executed counterpart hereof (or telegraphic, telex or other written confirmation
of execution of a counterpart hereof) to the Administrative Agent on or prior to
December 6, 1999, an amendment fee in an amount equal to 0.15% of the sum of
such Banks's Revolving Commitment plus outstanding Tranche A Loans plus
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outstanding Tranche B Loans, in each case on December 6, 1999.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
CROWN PAPER CO.
By
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Name:
Title:
CROWN VANTAGE INC.
By
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Name:
Title:
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By
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Name:
Title:
THE BANK OF NEW YORK
By
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Name:
Title:
THE CHASE MANHATTAN BANK
By
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Name:
Title:
7
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By
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Name:
Title:
By
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Name:
Title:
CHRISTIANIA BANK og KREDITKASSE
By
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Name:
Title:
By
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Name:
Title:
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN
BRANCHES
By
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Name:
Title:
By
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Name:
Title:
8
FIRST SOURCE FINANCIAL LLP, by FIRST SOURCE
FINANCIAL, INC.,
its Agent/Manager
By
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Name:
Title:
HSBC BANK USA
By
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Name:
Title:
KZH HIGHLAND-2 LLC
By
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Name:
Title:
XXXXXXX XXXXX PRIME RATE
PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, LP,
as Investment Advisor
By
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Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By
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Name:
Title:
9
NATEXIS BANQUE BFCE
By
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Name:
Title:
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By
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Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By
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Name:
Title:
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By
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Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management LP,
as Collateral Manager
By
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Name:
Title:
10
SOUTHERN PACIFIC BANK
By
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Name:
Title:
XXX XXXXXX SENIOR INCOME TRUST
By
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Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By
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Name:
Title:
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management LP,
as Collateral Manager
By
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Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investment Inc.,
as its Investment Manager
By
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Name:
Title:
11
BANK OF AMERICA, N.A.
By
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Name:
Title:
GENERAL ELECTRIC CAPITAL CORP.
By
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Name:
Title:
SEQUILS - PILGRIM I LTD
By
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Name:
Title:
SRV HIGHLAND INC
By
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Name:
Title:
XXXXXX GUARANTY TRUST COMPANY,
as Administrative Agent
By
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Name:
Title:
12
Schedule A
CROWN PAPER CO.
Potential Q4 1999 Charges
Charges are not included in Q4 1999 Forecast
Cash Timing of
Non-Cash Cash Flow
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Mill Closure-Parchmont MI
Fixed asset write-offs $ 2,252 Non-Cash N/A
Other non-cash (stores, supplies) 707 Non-Cash N/A
Severance 300 Cash 1st and 2nd Qtr
------- of 2000
3,259
Headcount Reduction 4,600 Cash 1st - 4th Qtr of
2000
Workers Compensation 1,000 Cash 2nd Qtr of 2000
Landfill site restoration, remediation 2nd Qtr of 2000
and monitoring 2,000 Cash and beyond
Inventory reserves 1,500 Non-Cash N/A
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Headquarters move, other 641 Cash 1st and 2nd Qtr
------- of 2000
$13,000
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