FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of March 24, 1997 (this "Amendment"), is by and
among REPAP WISCONSIN, INC., a Wisconsin corporation ("Borrower"), XXXXXX
FINANCIAL, INC., a Delaware corporation ("Xxxxxx"), individually as a Lender
and as Agent for all Lenders, and LASALLE NATIONAL BANK, a national banking
association, as a Lender ("LaSalle").
RECITALS
WHEREAS, Borrower and Xxxxxx, as Agent and Lender, are parties to
that certain Second Amended and Restated Credit Agreement dated as of
November 8, 1994 (as amended as of December 27, 1995, February 14, 1996 and
March 8, 1996 and as thereafter amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"; capitalized terms used
but not otherwise defined herein having the definitions provided therefor
in the Credit Agreement); and
WHEREAS, Repap Enterprises Inc., is party to the Pre-merger
Agreement, dated as of December 17, 1996 (the "Pre-Merger Agreement"),
among Avenor Inc., Repap Enterprises Inc., 1211421 Ontario Inc., 1211423
Ontario Inc., the Xxxxxx X. Xxxxx Management Ltd. Defined Benefit Pension
Plan and Trust, Xxxxxx X. Xxxxx Management Ltd. and Xxxxxx X. Xxxxx; and
WHEREAS, it has been determined that the definition of Change of
Control contained in Section 1.1 of the Credit Agreement shall be modified
in connection with and in furtherance of the transactions contemplated by
the Pre-merger Agreement, including without limitation the condition
specified in Section 9.1(i) thereof requiring the consent of the lenders
under the Credit Agreement to waive the Event of Default
contained in section 8.1(S) of the Credit Agreement; and
WHEREAS, the execution and delivery of this instrument has been duly
authorized and all conditions and requirements necessary to make this
instrument a valid and binding agreement have been duly performed and
complied with;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Amendment of Change of Control Definition. The definition of
Change of Control contained in the Credit Agreement is amended to read as
follows:
""Change of Control" has the meaning assigned to that term in the
Senior Indentures as amended by the Third Supplemental Indenture to be
dated as of April 1, 1997 Governing the 9-1/4% First Priority Senior Secured
Notes due 2002 between the Borrower and The Bank of New York (in form
substantially identical to Annex A hereto) and as amended by the Third
Supplemental Indenture to be dated as of April 1, 1997 governing the
9-7/8% Second Priority Senior Secured Notes due 2006 between the Borrower
and Bankers Trust Company (in form substantially identical to Annex B
hereto)."
2. Renewal Term. Notwithstanding the notice provisions of Section 2.5
of the Credit Agreement, the parties hereto each agree to extend the term of
the Credit Agreement pursuant to a Renewal Term from March 15, 1998 through
March 15, 1999.
3. Representations and Warranties. Borrower represents and warrants to
Xxxxxx and LaSalle that:
(a) The execution, delivery and performance by Borrower of this Amendment
are within its corporate powers, have been duly authorized by all necessary
corporate action (including, without limitation, any necessary shareholder
approval), have received all necessary governmental approval (if any shall
be required), and do not contravene or conflict with any provision of law
applicable to Borrower, the Certificate of Incorporation or Bylaws of
Borrower, or any order, judgment or decree of any court or
other agency of government or any contractual obligation binding upon
Borrower; and the Credit Agreement as amended hereby, is the legal, valid
and binding obligation of Borrower enforceable against Borrower in
accordance with its terms.
(b) The warranties and representations of Borrower contained in this
Amendment, the Credit agreement, as amended hereby, including without
limitation subsection 4.17 thereof, and the other Loan Documents, shall be
true and correct as of the date hereof, with the same effect as though made
on such date, except to the extent that such warranties and representations
expressly relate to an earlier date, in which case such warranties and
representations shall have been true and correct as of such earlier
date.
4. Miscellaneous
a) Captions. Section captions used in this Amendment are for convenience
only, and shall not affect the construction of this Amendment.
b) Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER
AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES. Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of the Amendment shall be
prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Amendment.
c) Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
d) Successors and Assigns. This Amendment shall be binding upon Borrower,
Agent and Lenders and their respective successors and assigns, and shall
inure to the sole benefit of Borrower, Agent and Lenders and their
respective successors and assigns, provided that Borrower may not assign
its rights or obligations under this Amendment without the written consent
of all Lenders.
e) References. Any reference to the Credit Agreement contained in
any notice, request, certificate, or other document executed concurrently
with or after the execution and delivery of this Amendment shall be deemed
to include this Amendment unless the context shall otherwise require.
f) Continued Effectiveness. Notwithstanding anything contained herein,
the terms of this Amendment are not intended to and do not serve to effect a
novation as to the Credit Agreement. The parties hereto expressly do not
intend to extinguish the Credit Agreement. Instead, it is the express
intention of the parties hereto to reaffirm the indebtedness created under
the Credit Agreement which is evidenced by the Revolving
Notes and secured by the Collateral. The Credit Agreement as amended hereby
and each of the other Loan Documents remain in full force and effect.
g) Costs, Expenses and Taxes. Borrower affirms and acknowledges that
subsection 10.1 of the Credit Agreement applies to this Amendment and the
transactions and agreements and documents contemplated hereunder.
IN WITNESS WHEREOF, this Fourth Amendment to the Second Amended and
Restated Credit Agreement has been duly executed as of the day and year
first above written.
REPAP WISCONSIN, INC.
__________________________
__________________________
XXXXXX FINANCIAL, INC.,
as Agent and Lender
__________________________
__________________________
LASALLE NATIONAL BANK,
as Lender
__________________________
__________________________
