AMENDMENT NO. 7 TO CREDIT AGREEMENT
AMENDMENT dated as of February 26, 1999 among CROWN PAPER CO. (the
"Borrower"), CROWN VANTAGE INC. ("Holdings"), 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 heretofore amended, the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as more fully set
forth below;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms. Unless otherwise specifically 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. Cash Flow Ratio. Section 5.12 of the 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
-------------- -----
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 0.11:1
Thereafter 0.20:1
Section 3. Interest Coverage Ratio. Section 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:
Fiscal Quarter Ratio
-------------- -----
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 1.17:1
Thereafter 2.50:1
Section 4. Net Worth. 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
(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
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December 11, 1998 among the Borrower, Holdings, the Banks and the Administrative
Agent:
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Period Amount
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From 6/30/98 to but excluding $ 50,000,000
the last day of the first
quarter of 1999 fiscal year
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Last day of the first quarter $ 75,000,000
of 1999 fiscal year to but
excluding the last day of the
second quarter of 1999 fiscal year
--------------------------------------------------------------------------------
Last day of the second quarter $ 60,000,000
of 1999 fiscal year to but
excluding the last day of the
third quarter of 1999 fiscal year
--------------------------------------------------------------------------------
Last day of the third quarter $ 55,000,000
of 1999 fiscal year to but
excluding the last day of the
fourth quarter of 1999 fiscal year
--------------------------------------------------------------------------------
Last day of the fourth quarter $ 47,500,000
of 1999 fiscal year to but
excluding the last day of the
first quarter of 2000 fiscal year
--------------------------------------------------------------------------------
Last day of the first quarter $100,000,000
of 2000 fiscal year and thereafter
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Section 5. Increase In Pricing. The Pricing Schedule attached as Appendix
IV to the Agreement is amended to read in its entirety as set forth in the
Pricing Schedule attached hereto.
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Section 6. Addition of a Representation Regarding Year 2000 Compliance. A
new Section 4.20 is added to the Agreement immediately after Section 4.19
thereof, to read in its entirety as follows:
SECTION 4.20. Year 2000 Compliance. The Borrower has (i) initiated a
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review and assessment of all areas within the business and operations of the
Borrower and each of its Subsidiaries that could reasonably be expected to be
materially adversely affected by the "Year 2000 Problem" (that is, the risk that
computer applications used by it or any of 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), (ii) developed a plan and
timeline for addressing the Year 2000 Problem on a timely basis and (iii) to
date, implemented such plan substantially in accordance with such timetable.
The Borrower reasonably believes that it will be able to deliver product and
process billing and collections in a timely manner prior to, during and after
January 1, 2000, notwithstanding any potential impact on the Borrower's
operations, equipment, hardware or software from the Year 2000 Problem.
Section 7. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 8. Counterparts; Effectiveness. This Amendment may be 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 as of the date hereof when the
Administrative Agent shall have received (x) 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 (y) 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 February ___,
1999, an amendment fee in such amount as shall have been previously agreed upon
between the Borrower and the Banks.
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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 /s/ Xxxxxxxxxxx X. XxXxxx
---------------------------------
Title: Senior Vice President
CROWN VANTAGE INC.
By /s/ Xxxxxxxxxxx X. XxXxxx
---------------------------------
Title: Senior Vice President
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XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
THE BANK OF NEW YORK
By ---------------------------------
Title:
CERES FINANCE LTD.
By /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Title: Director
THE CHASE MANHATTAN BANK
By /s/ Xxxxxx Xxxxxx
---------------------------------
Title: Managing Director
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BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By /s/ Xxxxx X. XxXxxx
---------------------------------
Title: Vice President
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
CHRISTIANIA BANK og KREDITKASSE
By /s/ Xxxx Xxxxxx Xxxxxxxx
---------------------------------
Title: Senior Vice President
By /s/ Xxxxx X. Xxxxx
---------------------------------
Title: Senior Vice President
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By /s/ Xxxxxxx X. Xxxxx
---------------------------------
Title: Vice President
By /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Title: Assistant Vice President
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FIRST SOURCE FINANCIAL LLP, by FIRST SOURCE
FINANCIAL, INC., its Agent/Manager
By /s/ Xxxx X. Xxxxxxx
---------------------------------
Title: Senior Vice President
KZH III LLC
By /s/ Xxxxxxxx Xxxxxx
---------------------------------
Title: Authorized Agent
KZH HIGHLAND-2 LLC
By /s/ Xxxxxxxx Xxxxxx
---------------------------------
Title: Authorized Agent
THE LONG-TERM CREDIT BANK OF JAPAN, LTD., LOS
ANGELES AGENCY
By /s/ Koh Xxxxxxxx
---------------------------------
Title: General Manager
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MARINE MIDLAND BANK
By /s/ Xxxxx X. XxXxxxx
---------------------------------
Title: Authorized Signatory
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, LP, as
Investment Advisor
By /s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By /s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: Authorized Signatory
NATEXIS BANQUE BFCE
By /s/ Xxxxxx Xxxxxx
---------------------------------
Title: Associate
By /s/ Xxxxxxx X. Xxxxx
---------------------------------
Title: Senior Vice President
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NATIONSBANK, N.A.
By /s/ Xxxxxxxxxxx X. Xxxxxxxx
---------------------------------
Title: Vice President
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Its Authorized Representative
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Title: Vice President
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By /s/ Xxxxx Xxxxxxx
---------------------------------
Title: Authorized Signatory
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PAMCO CAYMAN LTD.
By: Highland Capital Management LP, as Collateral
Manager
By /s/ Xxxx X. Xxxxx CFA
---------------------------------
Title: Executive Vice President
Highland Capital Management L.P.
KEYPORT LIFE INSURANCE COMPANY
By: Xxxxx Xxx & Farnham Incorporated,
as Agent for Keyport Life Insurance
Company
By /s/ Xxxxx X. Good
---------------------------------
Title: Vice President & Portfolio
Manager
SOUTHERN PACIFIC BANK
By /s/ Xxxx X. Xxxxxx
---------------------------------
Title: Vice President
STRATA FUNDING LTD.
By /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Title: Director
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XXX XXXXXX SENIOR INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Senior Vice President &
Director
XXX XXXXXX PRIME RATE INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Senior Vice President &
Director
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management LP, as Collateral
Manager
By /s/ Xxxx X. Xxxxx CFA
---------------------------------
Title: Executive Vice President
Highland Capital Management X.X.
XXXXXXX PRIME RATE TRUST
By: Pilgrim Investment Inc.,
as its Investment Manager
By /s/ Xxxxxx Xxxxxx, CFA
---------------------------------
Title: Vice President
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OASIS COLLATERALIZED HIGH
INCOME PORTFOLIOS - 1, LPD.
By /s/ Xxxxxx Xxx Xxxxxxx
---------------------------------
Title: Dirctor
XXXXXX GUARANTY TRUST COMPANY, as Administrative
Agent and Collateral Agent
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
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