EXHIBIT 99.02
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THE ST. ▇▇▇ COMPANY
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of May 7, 2003 (this "Amendment"), is made among THE ST. ▇▇▇ COMPANY, a
Florida corporation with its principal offices in Jacksonville, Florida (the
"Borrower"), the undersigned financial institutions party to the Credit
Agreement (as hereinafter defined) in their capacities as Lenders (each, a
"Lender," and collectively, the "Lenders"), and WACHOVIA BANK, NATIONAL
ASSOCIATION (formerly known as First Union National Bank) as administrative
agent for the Lenders under the Credit Agreement (in such capacity, the
"Agent").
RECITALS
A. The Borrower, the Lenders, the Agent, and certain other named
agents have entered into the Second Amended and Restated Credit Agreement dated
as of February 7, 2002 (together with all amendments and modifications, the
"Credit Agreement"). Capitalized terms not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement.
B. The Borrower has requested that certain provisions of the
Credit Agreement be amended to (i) extend the stated Maturity Date by one year
to March 30, 2005, and (ii) revise certain of the negative covenants.
C. The Lenders and the Agent have agreed to amend the Credit
Agreement as requested by the Borrower and to effect such agreement the
Borrower, the Lenders, and the Agent have entered into this Amendment.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Lenders, and the
Agent hereby agree as follows:
ARTICLE 1
AMENDMENTS
1.1 AMENDMENT TO SECTION 1.1 (DEFINITIONS). Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of "Maturity Date"
in its entirety and replacing it as follows:
"`Maturity Date' shall mean March 30, 2005; provided, however,
that the Maturity Date may be extended for additional one-year
periods if (i) the Agent receives a request for such extension
at least fourteen (14) months prior to the stated Maturity
Date then in effect and (ii) one hundred percent (100%) of the
Lenders (including any replacement Lenders acceptable to
Borrower and Agent) approve such extension within one (1) year
prior to the Maturity Date in effect at such time."
1.2 AMENDMENT TO SECTION 8.4 (DISPOSITION OF ASSETS). Section 8.4
of the Credit Agreement is hereby amended by deleting clause (vi) in its
entirety and replacing it as follows:
"(vi) the sale or disposition by the Borrower and the
Subsidiary Guarantors of up to 500,000 acres of timberlands in
the aggregate during the period from and including March 30,
2000 through the Termination Date;"
1.3 AMENDMENT TO SECTION 8.6 (RESTRICTED PAYMENTS). Section 8.6 of
the Credit Agreement is hereby amended by deleting clause (iii) in its entirety
and replacing it as follows:
"(iii) the Borrower may make repurchases of its outstanding
common stock in an aggregate amount not to exceed $370,000,000
during the period from and including January 1, 2003 through
the Termination Date; provided that any such repurchases
funded from the proceeds of bulk timberland sales shall not
exceed the amount of net proceeds of such sales after giving
effect to all current and deferred taxes;"
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants that:
2.1 COMPLIANCE WITH CREDIT AGREEMENT. The Borrower and its
Subsidiaries are in compliance with all terms and provisions set forth in the
Credit Agreement to be observed or performed by them.
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2.2 REPRESENTATIONS IN CREDIT AGREEMENT. The representations and
warranties of the Borrower set forth in the Credit Agreement, except for those
relating to a specific date other than the date hereof, are true and correct in
all material respects on and as of the date hereof as if made on and as of the
date hereof.
2.3 NO DEFAULT. No Default or Event of Default has occurred and is
continuing.
2.4 CONTINUING GUARANTY. All Obligations will continue to be
guaranteed under the Subsidiary Guaranty, and nothing herein will affect the
validity or enforceability of the Subsidiary Guaranty.
ARTICLE 3
MODIFICATION OF CREDIT DOCUMENTS
Any reference to the Credit Agreement in any of the other Credit
Documents shall mean, unless otherwise specifically provided, the Credit
Agreement as amended and supplemented by this Amendment, and as the Credit
Agreement is further amended, restated, supplemented or modified from time to
time and any substitute or replacement therefor or renewals thereof.
ARTICLE 4
GENERAL
4.1 FULL FORCE AND EFFECT. The Credit Agreement shall continue in
full force and effect in accordance with the provisions thereof, and no change
or modification in any of the terms thereof except as specifically set forth
herein has been effected.
4.2 APPLICABLE LAW. This Amendment shall be governed by and
construed in accordance with the internal laws and judicial decisions of the
State of North Carolina.
4.3 COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
4.4 FEES, EXPENSES AND INDEMNITY. The Borrower agrees to pay all
out-of-pocket expenses incurred by the Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, all
reasonable attorneys' fees. The provisions of Section 10.7 of the Credit
Agreement shall apply fully to this Amendment.
4.5 FURTHER ASSURANCE. The Borrower shall execute and deliver to
the Lenders such documents, certificates and opinions as the Lenders may
reasonably request to effect the amendment contemplated by this Amendment.
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4.6 HEADINGS. The headings of this Amendment are for the purposes
of reference only and shall not affect the construction of this Amendment.
4.7 EFFECTIVENESS. This Amendment shall be effective upon
execution hereof by the Borrower, the Agent and the Required Lenders.
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IN WITNESS WHEREOF, the Borrower, the Lenders, and the Agent have
executed this Amendment as of the date first written above.
THE ST. ▇▇▇ COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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WACHOVIA BANK, NATIONAL
ASSOCIATION (FORMERLY KNOWN AS FIRST UNION
NATIONAL BANK), AS AGENT AND A LENDER
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Senior Vice President
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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BANK OF AMERICA, N.A., A NATIONAL BANKING
ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Senior Vice President
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
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[Signatures continue on following page.]
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SUNTRUST BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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REGIONS BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Group Credit Manager
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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COMPASS BANK
By: /s/ C. French ▇▇▇▇▇▇▇▇▇
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Title: Senior Vice President
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Name: C. French ▇▇▇▇▇▇▇▇▇
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COMERICA BANK,
A MICHIGAN BANKING CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: First Vice President
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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