SIXTH AMENDMENT TO CREDIT AGREEMENT
This Sixth Amendment to Credit Agreement ("Sixth Amendment") is entered
into this 28th day of February, 1997 by and between LONGVIEW FIBRE COMPANY as
"Borrower," BANK OF AMERICA NATIONAL TRUST AND SAVINGS BANK doing business as
SEAFIRST BANK, as agent for the Banks ("Agent"), and the banks listed on the
signature pages hereof as "Banks" and amends that certain Credit Agreement
dated as of February 26, 1993, as previously amended by amendments dated
August 31, 1993, January 28, 1994, September 30, 1994, February 28, 1995, and
February 28, 1996, respectively (as so amended, the "Agreement").
Recitals
A. The Borrower has requested a one year extension of the Termination
Date and an increase of its commitment to $200 Million. The Banks are willing
to grant such extension subject to the terms and conditions of this Sixth
Amendment.
B. On or about April 1, 1996 Seattle-First National Bank changed its
name to Bank of America NW, N.A. and on January 1, 0000 Xxxx xx Xxxxxxx XX,
N.A. was merged into Bank of America National Trust & Savings Association and
continues to do business as Seafirst Bank.
NOW, THEREFORE, the parties hereto agree as follows:
Agreement
1. Defined Terms. All capitalized terms used in this Sixth Amendment
shall have the same meaning as defined in the Agreement, except as may be
otherwise provided in this Sixth Amendment, including, specifically, the
following defined terms, "Commitment", "Prime Rate", and "Termination Date"
the definition for which as set forth in Section 1.1 of the Agreement are
hereby deleted and replaced with the following:
"Commitment" means, from and after the effective date of this Sixth
Amendment, with respect to each Bank, the amount set forth opposite the
name of such Bank on the signature pages of this Sixth Amendment.
"Prime Rate" shall mean the rate of interest publicly announced from time
to time by Agent in San Francisco, California, as its "Reference Rate."
The Reference Rate is set based on various factors, including Agent's
costs and desired return, general economic conditions, and other
factors, and is used as a reference point for pricing some loans. Agent
may price loans to its customers at, above, or below the Reference Rate.
Any change in the Reference Rate shall take effect at the opening of
business on the day specified in the public announcement of a change in
the Reference Rate.
"Termination Date" means February 28, 1999 (or February 28 of such
subsequent year to which the Termination Date may have been extended in
accordance with Section 2.17 of the Agreement) or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.
2. Termination Date Extension. The first sentence of Section 2.17 is
amended to read as follows:
Section 2.17 Termination Date Extension. If the Borrower shall give to
the Agent written notice during December 1997 (or, if so extended
pursuant to this Section 2.17, the December of that subsequent year
occurring fourteen months prior to the then-current Termination Date) of
the Borrower's desire to extend the Termination Date) of the Borrower's
desire to extend the Termination Date for one additional year then such
Termination Date shall be so extended if each Bank by February 28, 1998
(or February 28 of such subsequent year which is one year prior to the
then-current Termination Date) shall have provided its written consent
to such extension and the Borrower shall have paid such appropriate fees
and expenses as may be required by the Banks.
3. Effective Date. This Sixth Amendment shall be effective on February
28, 1997 (the "Effective Date") subject to the condition precedent that on or
prior to said date, each of the following events have occurred:
a. This Sixth Amendment shall have been fully executed in one or
more counterparts by the Borrower, Agent and Banks and delivered to the
Agent;
b. All fees and other amounts due and payable on or before the
Effective Date shall have been paid in full;
c. No Event of Default or Default shall have occurred and be
continuing; and
d. Agent shall have received a copy of a Board resolution in form
and substance satisfactory to Agent authorizing the Borrower's
execution, delivery and performance of this Sixth Amendment.
4. Representations and Warranties. Borrower hereby represents and
warrants as follows:
a. This Sixth Amendment and the Agreement, as hereby amended,
each constitutes the valid and binding obligation of the Borrower
enforceable in accordance with its terms, having been duly authorized by
all necessary corporate action, having received all necessary
governmental approvals, and not being in contravention of any law, any
provision of the Articles of Incorporation or Bylaws of the Borrower or
of any contract binding upon the Borrower.
b. Each of the matters set forth in Article 4 of the Agreement is
true and correct in each case as if made on the Effective Date of this
Sixth Amendment and no Event of Default or Default shall have occurred
and be continuing or will have occurred as a result of the execution and
performance of this Sixth Amendment.
5. Other Terms. Except as specifically amended by this Sixth
Amendment, all other terms, conditions, and definitions of the Agreement and
the other Loan Documents shall remain in full force and effect, and are
ratified by each of the undersigned.
6. Counterparts. This Sixth Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures to such counterparts were upon the same instrument.
Dated and effective as of the 28th day of February, 1997.
Borrower Agent
LONGVIEW FIBRE COMPANY SEAFIRST BANK
\s\ X. X. Xxxxxxxx \s\ Xxxx X. Xxxxx
By: X. X. Xxxxxxxx By: Xxxx X. Xxxxx
Title: Sr. Vice President-Finance Title: Asst. Vice President
\s\ Xxxxxx X. Xxxxxxx
By: Xxxxxx X. Xxxxxxx
Title: Vice President
Percentage of
BANKS: Commitment Commitment
BANK OF AMERICA NATIONAL $80.0 Million 40.00%
TRUST & SAVINGS ASSOCIATION
\s\ Xxxxxx X. Xxxxxx (Seafirst $55.0 Million) (27.5%)
By: Xxxxxx X. Xxxxxx
Title: Vice President
\s\ Xxxxxxx Xxxxx (San Francisco $25.0 Million) (12.5%)
By: Xxxxxxx Xxxxx
Title: Managing Director
ABN AMRO BANK, N.V. $30.0 Million 15.00%
\s\ Xxxxx X. Xxxx
By: Xxxxx X. Xxxx
Title: Vice President
\s\ Xxxx X. Xxxxxx
By: Xxxx X. Xxxxxx
Title: Group Vice President
THE BANK OF NOVA SCOTIA $30.0 Million 15.00%
\s\ Xxxxxx Xxxxxx
By: Xxxxxx Xxxxxx
Title: Officer
UNITED STATES NATIONAL BANK $30.0 Million 15.00%
OF OREGON
\s\ Xxxxxx X. Xxxxx
By: Xxxxxx X. Xxxxx
Title: Vice President
UNION BANK OF SWITZERLAND $30.0 Million 15.00%
Los Angeles Branch
\s\ Xxxxxx Xxxxxxx
By: Xxxxxx Xxxxxxx
Title: Vice President
\s\ Xxxxxx Xxxxx
By: Xxxxxx Xxxxx
Title: Vice President
Total Commitment $200.0 Million 100%
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