EXHIBIT 10.1
SECOND AMENDMENT TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of April 12, 2005 among PACKAGING DYNAMICS OPERATING COMPANY, a
Delaware corporation (the "Borrower"), PACKAGING DYNAMICS CORPORATION, a
Delaware corporation (the "Parent"), each of the Domestic Subsidiaries of the
Borrower (together with the Parent, the "Guarantors"; the Guarantors, together
with the Borrower, the "Credit Parties"), the Lenders party hereto (the
"Lenders") and BANK OF AMERICA, N.A., a national banking association, as
Administrative Agent (the "Administrative Agent") for the Lenders. Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings given to them in the Credit Agreement hereinafter defined.
RECITALS
--------
WHEREAS, the Borrower, the Guarantors, the lenders from time to time
parties thereto (the "Lenders") and the Administrative Agent are parties to
that certain Amended and Restated Credit Agreement dated as of September 29,
2003 (as previously amended or modified, the "Credit Agreement");
WHEREAS, the Credit Parties have requested that the Lenders consent to
a decrease in the Applicable Percentage; and
WHEREAS, the Lenders have agreed to amend the Applicable Percentage
subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
AMENDMENT TO CREDIT AGREEMENT
1.1 Definition of Applicable Percentage. The pricing grid in the
definition of "Applicable Percentage" set forth in Section 1.1 of the Credit
Agreement is hereby amended and replaced in its entirety by the following
pricing grid:
======================================================================================================================
| | | Applicable Percentage |
| | |------------------------------------------------------------------------------------------------
| | | Eurodollar Rate Loans | Base Rate Loans | | | |
| | |---------------------------|--------------------------| | | |
| | | Revolving | | Revolving | | | | |
|Pricing| Leverage | Loans and | Tranche B | Loans and | Tranche B | Standby | Commercial | |
| Level | Ratio | Tranche A | Term | Tranche A | Term | Letter of | Letter of | Commitment |
| | | Term Loans | Loans | Term Loans | Loans | Credit Fee | Credit Fee | Fee |
|-------|------------|-------------|-------------|-------------|------------|------------|--------------|------------|
| | | | | | | | | |
| | < 2.0 to | | | | | | | |
| | - | | | | | | | |
| I | 1.0 | 1.50% | 2.25% | 0.50% | 1.25% | 1.50% | 0.75% | 0.250% |
|-------|------------|-------------|-------------|-------------|------------|------------|--------------|------------|
| | | | | | | | | |
| | < 2.75 to | | | | | | | |
| | - | | | | | | | |
| II | 1.0 but | 1.75% | 2.25% | 0.75% | 1.25% | 1.75% | 0.875% | 0.300% |
| | > 2.0 to | | | | | | | |
| | 1.0 | | | | | | | |
|-------|------------|-------------|-------------|-------------|------------|------------|--------------|------------|
| | | | | | | | | |
| III | < 3.50 to | 2.00% | 2.25% | 1.00% | 1.25% | 2.00% | 1.00% | 0.375% |
| | - | | | | | | | |
| | 1.0 but | | | | | | | |
| | > 2.75 to | | | | | | | |
| | 1.0 | | | | | | | |
|-------|------------|-------------|-------------|-------------|------------|------------|--------------|------------|
| | | | | | | | | |
| IV | > 3.50 to | 2.25% | 2.25% | 1.25% | 1.25% | 2.25% | 1.125% | 0.500% |
| | 1.0 | | | | | | | |
=====================================================================================================================
ARTICLE II
CONDITIONS TO EFFECTIVENESS
2.1 Closing Conditions. This Amendment shall become effective as of
the date hereof upon satisfaction of the following conditions (the "Second
Amendment Effective Date"):
(a) Executed Amendment. Receipt by the Administrative
Agent of a copy of this Amendment duly executed by each of the
Credit Parties and the Lenders.
(b) Conditions to New Extensions of Credit. Each of the
conditions set forth in Section 5.2 of the Credit Agreement shall
have been satisfied as of the date hereof.
ARTICLE III
MISCELLANEOUS
3.1 Amended Terms. All references to the Credit Agreement in each
of the Credit Documents shall hereafter mean the Credit Agreement as amended
by this Amendment. Except as specifically amended hereby or otherwise
agreed, the Credit Agreement is hereby ratified and confirmed and shall
remain in full force and effect according to its terms.
3.2 Representations and Warranties of Credit Parties. Each of the
Credit Parties represents and warrants as of the date hereof as follows:
(a) It has been authorized by all necessary
organizational action to execute, deliver and perform
this Amendment.
(b) This Amendment has been duly executed and
delivered by such Person and constitutes such Person's
legal, valid and binding obligations, enforceable in
accordance with its terms, except as such enforceability
may be subject to (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws
2
affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or
in equity).
(c) Except for consents, approvals and authorizations and
orders, filings, registrations and qualifications (i) which have been
obtained or made and (ii) the failure of which to obtain or make would
not reasonably be excepted to have a Material Adverse Effect, no
consent, approval, authorization or order of, or filing, registration
or qualification with, any court or governmental authority or third
party is required in connection with the execution, delivery or
performance by such Person of this Amendment.
(d) The representations and warranties set forth in Section 6
of the Credit Agreement are true and correct in all material respects
as of the date hereof (except for those which expressly relate to an
earlier date).
3.3 Acknowledgment of Guarantors. The Guarantors acknowledge and
consent to all of the terms and conditions of this Amendment and agree that
this Amendment and all documents executed in connection herewith do not
operate to reduce or discharge the Guarantors' obligations under the Credit
Documents.
3.4 Credit Document. This Amendment shall constitute a Credit
Document under the terms of the Credit Agreement.
3.5 Entirety. This Amendment and the other Credit Documents embody
the entire agreement between the parties hereto and supersede all prior
agreements and understandings, oral or written, if any, relating to the
subject matter hereof.
3.6 Counterparts; Telecopy. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be
an original, but all of which shall constitute one and the same instrument.
Delivery of an executed counterpart to this Amendment by telecopy shall be
effective as an original and shall constitute a representation that an
original will be delivered.
3.7 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW); PROVIDED THAT THE
ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.
3.8 Consent to Jurisdiction; Service of Process; Waiver of Jury
Trial. The consent to jurisdiction, service of process and waiver of jury
trial provisions set forth in Sections 11.17(b) and 11.18 of the Credit
Agreement are hereby incorporated by reference, mutatis mutandis.
3
3.9 Fees and Expenses. The Credit Parties agree to pay the
Administrative Agent for the costs and expenses incurred by the Administrative
Agent in connection with the preparation, negotiation, execution and delivery
of this Amendment, including, without limitation, the reasonable legal fees and
expenses of Xxxxx & Xxx Xxxxx PLLC.
4
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
IN WITNESS WHEREOF the Borrower, the Guarantors and the Lenders have
caused this Amendment to be duly executed on the date first above written.
BORROWER: PACKAGING DYNAMICS OPERATING COMPANY,
-------- a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: VP & CFO
GUARANTORS: PACKAGING DYNAMICS CORPORATION,
---------- a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: VP & CFO
BAGCRAFT PACKAGING, L.L.C.
(f/k/a Bagcraft Acquisition, L.L.C.),
a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: VP & CFO
INTERNATIONAL CONVERTER, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: VP & CFO
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
IPMC ACQUISITION, L.L.C.,
a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: VP & CFO
WOLF PACKAGING, INC.,
an Iowa corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: VP & CFO
IUKA INCORPORATED,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: VP & CFO
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,
-------------------- as Administrative Agent for the Lenders
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS: BANK OF AMERICA, N.A.,
------- as a Lender and as L/C Issuer
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Managing Director
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
Bank of Scotland,
as a Lender
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
Denali Capital LLC, managing member of DC
Funding Partners LLC, portfolio manager
for DENALI CAPITAL CLO I, LTD., or an
affiliate, as a Lender
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Credit Officer
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
Denali Capital LLC, managing member
of DC Funding Partners LLC,
portfolio manager for DENALI
CAPITAL CLO II, LTD., or an
affiliate, as a Lender
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Credit Officer
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
Denali Capital LLC, managing member
of DC Funding Partners LLC,
portfolio manager for DENALI
CAPITAL CLO III, LTD., or an
affiliate, as a Lender
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Credit Officer
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
Denali Capital LLC, managing member
of DC Funding Partners LLC,
portfolio manager for DENALI
CAPITAL CLO IV, LTD., or an
affiliate, as a Lender
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Credit Officer
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
Fifth Third Bank,
as a Lender
By: /s/ Xxxx Xxxx
--------------------------------------
Name: Xxxx Xxxx
Title: Vice President
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
LaSalle Bank N.A.,
as a Lender
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
National City Bank,
as a Lender
By: /s/ Xxxxxxxxx Pass
--------------------------------------
Name: Xxxxxxxxx Pass
Title: Senior Vice President
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
The Northern Trust Company,
as a Lender
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
________________________________,
as a Lender
By: _____________________________
Name: ___________________________
Title: __________________________
OAK HILL SECURITIES FUND, L.P. OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar, L.P., By: Oak Hill Securities GenPar II, L.P.
its General Partner its General Partner
By: Oak Hill Securities MGP, Inc., By: Oak Hill Securities MGP II, Inc.,
its General Partner its General Partner
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
OAK HILL CAPITAL PARTNERS I, OAK HILL CREDIT PARTNERS II,
LIMITED LIMITED
By: Oak Hill CLO Management I LLC By: Oak Hill CLO Management II, LLC
As Investment Manager As Investment Manager
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Authorized Person Title: Authorized Person
OAK HILL CREDIT PARTNERS III,
LIMITED
By: Oak Hill CLO Management III, LLC
As Investment Manager
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Person
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Asset Management
By: /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Director
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
XXX XXXXXX SENIOR LOAN FUND
By: Xxx Xxxxxx Asset Management
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Name: Xxxxxx Xxxxxx
Title: Executive Director
PACKAGING DYNAMICS OPERATING COMPANY
SECOND AMENDMENT TO CREDIT AGREEMENT
Xxxxx Fargo Bank N.A.,
as a Lender
By: /s/ Xxxx X. X'Xxxx
-------------------------------
Name: Xxxx X. X'Xxxx
Title: Senior Vice President
