THIRD AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT"), dated as of October 10, 1997, is entered into among Crown
Pacific Limited Partnership, a Delaware limited partnership (the "COMPANY"),
the several financial institutions from time to time party to the Credit
Agreement referred to below (collectively, the "BANKS"; individually, a
"BANK"), Bank of America National Trust and Savings Association, as agent for
the Banks (in such capacity, the "AGENT"), and ABN AMRO Bank, N.V. and
Societe Generale, as co-agents for the Banks (in such capacity, the
"CO-AGENTS").
RECITALS
WHEREAS, the Company, the Banks, the Co-Agents and the Agent are
parties to the Amended and Restated Credit Agreement dated as of July 31,
1996, as amended by the First Amendment to Amended and Restated Credit
Agreement dated as of October 15, 1996, and the Second Amendment to Amended
and Restated Credit Agreement dated as of March 31, 1997 (as so amended, the
"CREDIT AGREEMENT"), pursuant to which the Banks have extended certain credit
facilities to the Company;
WHEREAS, the Company, the Banks, the Co-Agents and the Agent now
heeby wish to amend the Credit Agreement in certain respects, all as set
forth in greater detail below;
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. DEFINED TERMS. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings assigned to them in the Credit
Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT. Sections 1.1 and 6.11 of
the Credit Agreement are hereby amended as follows:
(a) The definition of "REVOLVING TERMINATION DATE" shall be
amended by deleting the date "September 30, 1999" and inserting in its stead
the date "September 30, 2000".
(b) The definition of "PERMITTED BUSINESS" shall be deleted, and
in its stead, the definition shall read:
"PERMITTED BUSINESS" means (i) any business engaged in by the
Company on the Closing Date; (ii) any business substantially
similar or related to any such business, which shall include any
1
business in the forest products industry, provided that any
activity shall cease to be a Permitted Business if it causes or
would cause more than 25% of the Company's assets on a consolidated
basis valued at book value to be devoted to pulp or paper
manufacturing; and (iii) any non-forest products business that is
acquired as an incidental part of an acquisition of a Person or
substantially all of a Person's assets engaged primarily in the
forest products industry, so long as the Company sells or otherwise
disposes of the assets involved in such other business as soon as
practicable after such acquisition but in any event within one year
after such acquisition.
(c) The definition of "CASH FLOW" shall be deleted, and in its stead,
the definition shall read:
"CASH FLOW" means, at any date of determination, the sum of the
following calculated for the Company and its Subsidiaries on a
consolidated basis for the four fiscal quarter period ending on the
last day of the most recent quarter for which financial reports
pursuant to subsections 6.1(a) and (b) and a certificate pursuant
to subsection 6.2(b) have been delivered: (i) EBITDA for such
period; (ii) PLUS the Net Proceeds from the sale or other
disposition of assets permitted under subsections 7.2(a), (b), (c),
(d) or (f)(ii)(C) during such period, to the extent not otherwise
included in determining EBITDA, plus Permitted Inclusions; (iii)
PLUS or MINUS, as applicable, in connection with any businesses
(other than timberland covered by clause (iv) below) acquired by
the Company within such period, an amount equal to a good faith
estimate of such additional amounts that would be included in
determining EBITDA had such businesses been owned by the Company
for the entirety of such period, as certified with reasonable
accompanying detail by the Chief Financial Officer of the Company
based upon such Chief Financial Officer's good faith estimates of
applicable revenues and expenses arising from such businesses, and
(iv) PLUS or MINUS, as applicable, in connection with any
timberland acquired by the Company within such period, an amount
equal to a good faith estimate of such additional amounts that
would be included in determining EBITDA had such timberlands been
owned by the Company for the entirety of such period, as certified
with reasonable accompanying detail by the Chief Financial Officer
of the Company based upon such Chief Financial Officer's good faith
estimates of applicable revenues and expenses arising from such
timberlands and assuming aggregate timber harvests in an amount
that does not require proceeds to be placed in an escrow account
pursuant to Section 7.4.
2
(d) The definition of "PRO FORMA CONSOLIDATED CASH FLOW" shall be
amended, so that the word "and" at the end of (v) and the entire paragraph
(vi) shall be deleted, and the following paragraphs will be inserted in their
stead:
(vi) PLUS and MINUS, as applicable, in connection with any
businesses (other than timberlands covered by clause (vii) below)
to be acquired by the Company with the proceeds of a Loan or
previously acquired within such four fiscal quarters, an amount
equal to a good faith estimate of such additional amounts that
would be included in clauses (i), (ii), (iii) and (iv) above had
such businesses been owned by the Company for the entirety of such
four fiscal quarters, as certified with reasonable accompanying
detail by the Chief Financial Officer of the Company based upon
such Chief Financial Officer's good faith estimates of applicable
revenues and expenses arising from such businesses; and
(vii) PLUS and MINUS, as applicable, in connection with any
timberland to be acquired by the Company with the proceeds of a
Loan or previously acquired within such four fiscal quarters, an
amount equal to a good faith estimate of such additional amounts
that would be included in clauses (i), (ii), (iii) and (iv) above
had such timberlands been owned by the Company for the entirety of
such four fiscal quarters, as certified with reasonable
accompanying detail by the Chief Financial Officer of the Company
based upon such Chief Financial Officer's good faith estimates of
applicable revenues and expenses arising from such timberlands and
assuming aggregate timber harvests in an amount that does not
require proceeds to be placed in an escrow or cash collateral
account pursuant to Section 7.4.
(e) The definition of "INTEREST EXPENSE" shall be deleted, and in
its stead, the definition shall read:
"INTEREST EXPENSE" means, at any date of determination, the sum
of the following calculated for the Company and its Subsidiaries on
a consolidated basis for the four fiscal quarter period ending on
the last day of the most recent quarter for which financial reports
pursuant to subsection 6.1(a) and a certificate pursuant to
subsection 6.2(b) have been delivered: (a) the interest expense of
the Company and its Subsidiaries, PLUS (b) the additional interest
expense that would have accrued on the Indebtedness incurred to
acquire businesses or timberland described in clauses (iii) or (iv)
of the definition of "Cash Flow" had such Indebtedness been
outstanding for the full four fiscal quarter period, based upon the
interest rate applicable on such date
3
of determination to such Indebtedness (unless a higher interest
rate is scheduled to apply during the next four fiscal quarters, in
which case such higher interest rate shall be employed for such
portion of the prior four fiscal quarters as is scheduled to apply
during the next four fiscal quarters).
(f) The definition of "MATURITY DATE" shall be deleted, and in its
stead, the definition shall read:
"MATURITY DATE" means, if the Company properly exercises its
election to repay the Loans in installments as provided in
subsection 2.8(b), September 30, 2004, otherwise, the Revolving
Termination Date.
(g) The definition of "SENIOR DEBT" shall be deleted, and in its
stead, the definition shall read:
"SENIOR DEBT" means, as to the Company, as of any date of
determination, without duplication, all outstanding unsecured
Indebtedness of the Company of the type described in clauses (a) or
(b) of the definition of Indebtedness herein and all Indebtedness
represented by the Senior Notes, this Agreement and the Facility B
Credit Agreement (including "L/C Obligations" as defined therein),
but not including any subordinated Indebtedness.
(h) The following new definition shall be inserted in the Agreement
in its proper alphabetical order:
"TRILLIUM NOTE" means the promissory note that may be executed
by the Company in an aggregate principal amount not to exceed
$107,500,000 representing the deferred purchase price of certain
assets purchased by the Company from Trillium Corporation.
(i) Subsection 2.7(a)(iii) shall be amended by inserting the
phrase "for borrowed money" after the phrase "Senior Debt" in the second line
thereof.
(j) Subsection 2.7(b) shall be amended by deleting that portion of
the first sentence thereof that ends at the first semicolon, and inserting
the following phrase in its stead: "The Aggregate Commitment shall be
permanently reduced from time to time by the amount of any mandatory
prepayment of Loans required by subsection 2.7(a)(i) and by the amount of any
Senior Debt (other than Loans) incurred by the Company after the Effective
Date (as defined in the Third Amendment hereto) and permitted by subsection
7.6(i) excluding only Senior Debt evidenced by the Trillium Note and other
Senior Debt constituting refinancing of the Trillium Note;".
4
(k) Section 6.11 shall be amended by deleting clause (ii) thereof
and inserting the following phrase in its stead: "(ii) for the cost
(including related fees, commissions and expenses) of the acquisition of any
Permitted Business or assets to be used in any Permitted Business, in all
cases not in contravention of any Requirement of Law or of any Loan Document,
and (iii) to pay the outstanding principal amount of the Trillium Note."
(l) Subsection 7.5(f) shall be deleted and the following inserted
in its stead:
(f) investments or Acquisitions not otherwise permitted
hereunder in a Person as long as (w) after giving effect to such
investment or Acquisition, the Company remains engaged in a
Permitted Business on a consolidated basis, (x) such Person is
domiciled in, and substantially all of its assets are located in,
the United States, Canada, Mexico or New Zealand, (y) such
investments do not exceed in the aggregate an amount (the "ANNUAL
INVESTMENT AMOUNT") equal to (i) in calendar year 1996, $10,000,000
and (ii) in each calendar year thereafter, the sum of (A) the
Annual Investment Amount for the preceding calendar year PLUS (B)
an increase equal to the percentage increase, if any, in the CPI
for such preceding calendar year, multiplied by such Annual
Investment Amount, and (z) the cumulative amount of such
investments during the term of this Agreement shall not exceed an
amount (the "CUMULATIVE INVESTMENT AMOUNT") equal to (i)
$51,500,000 PLUS (ii) an increase equal to the percentage increase,
if any, in the CPI from January 1, 1996 to the date of
determination, multiplied by such Cumulative Investment Amount; and
(m) Schedule 2 to the Form of Compliance Certificate shall be
replaced with Schedule 2 attached hereto.
(n) Schedule 2.1 shall be replaced with Schedule 2.1 attached hereto.
3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and
warrants to the Agent, the Co-Agents and the Banks as follows:
(a) No Default or Event of Default exists.
(b) The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary partnership and
corporate and other action and do not and will not require any registration
with, consent or approval of, notice to or action by, any Person (including
any Governmental Authority) in order to be effective and enforceable. The
Credit Agreement as amended by this Amendment constitutes the legal, valid
and binding obligations of the Company, enforceable against the Company in
accordance with its respective terms, without defense, counterclaim or
offset.
5
(c) All representations and warranties of the Company contained in
the Credit Agreement are true and correct as though made on and as of the
date hereof (except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true and
correct as of such earlier date).
(d) The Company is entering into this Amendment on the basis of
its own investigation and for its own reasons, without reliance upon the
Agent, any of the Co-Agents, any Banks or any other Person.
4. EFFECTIVE DATE. This Amendment will become effective on the first
Business Day (the "Effective Date") upon which the Agent has received each of
the following, in form and substance satisfactory to the Agent and each Bank,
and in sufficient copies for each Bank:
(a) AMENDMENT. This Amendment executed by the Company, the Agent,
and each Bank;
(b) RESOLUTIONS; INCUMBENCY.
(i) Copies of the resolutions of the board of directors of
each MGP General Partner, as general partners of the Managing
General Partner, as general partner of the Company, and the
executive committee of the Board of Control of the Managing General
Partner, in each case approving and authorizing the execution,
delivery and performance by the Managing General Partner on behalf
of the Company of this Amendment and the other Loan Documents being
executed in connection herewith and the transactions contemplated
hereby and thereby, certified as of the Effective Date by the
Secretary or an Assistant Secretary of such MGP General Partner and
the Managing General Partner, as the case may be; and
(ii) A certificate of the Secretary or Assistant Secretary of
the Managing General Partner certifying the names and true
signatures of the officers of the Managing General Partner, as
general partner of the Company, authorized to execute, deliver and
perform, as applicable, this Amendment on behalf of the Company,
and all other Loan Documents to be delivered hereunder, as well as
a certificate signed by a Responsible Officer of the Company
stating that all representations and warranties contained herein
are true and correct as of the Effective Date and that no Default
or Event of Default exists as of the Effective Date;
(c) ORGANIZATION DOCUMENTS; GOOD STANDING. Each of the following
documents:
(i) the partnership certificate of the Company, the Managing
General Partner and the Master Partnership as in effect on the
Effective Date, certified by the Secretary of State (or similar,
applicable Governmental Authority) of the state of formation of
such entities as of a recent date;
(ii) the articles or certificate of incorporation of each MGP
General Partner as in effect on the Effective Date, certified by
the Secretary of State (or similar applicable Governmental
Authority) of the state of incorporation of such MGP General
6
Partner as of a recent date and by the Secretary or Assistant
Secretary of such MGP General Partner as of the Effective Date, and
the bylaws of each MGP General Partner as in effect on the
Effective Date, certified by the Secretary or Assistant Secretary
of such MGP General Partner as of the Effective Date; and
(iii) a good standing certificate for the Company, the Managing
General Partner, the MGP General Partners and the Master
Partnership from the Secretary of State (or similar, applicable
Governmental Authority) of its state of incorporation or formation,
as applicable as of a recent date;
(d) LEGAL OPINION. An opinion of Ball Xxxxx LLP, as counsel to
the Company and the Partner Entities and addressed to the Agent and the
Banks, substantially in the form of EXHIBIT A; and
(e) NOTES. Replacement Notes for each Bank that has elected to
have its Loans so evidenced, that is increasing its Commitment pursuant to
this Amendment, and that requests such a replacement Note before the
Effective Date.
5. RESERVATION OF RIGHTS. The Company acknowledges and agrees
that the execution and delivery by the Agent and the Banks of this Amendment
shall not be deemed to create a course of dealing or otherwise obligate the
Agent or the Banks to forbear or execute similar amendments under the same or
similar circumstances in the future.
6. MISCELLANEOUS.
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein and in the other Loan Documents to the
Credit Agreement shall henceforth refer to the Credit Agreement as amended by
this Amendment. This Amendment shall be deemed incorporated into, and a part
of, the Credit Agreement.
(b) This Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. No third
party beneficiaries are intended in connection with this Amendment.
(c) This Amendment shall be governed by, and construed in
accordance with, the law of the State of California; provided, however, that
the Agent and the Banks shall retain all rights arising under federal law.
(d) This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original, and all such
counterparts taken together shall be deemed to constitute but one and the
same instrument.
(e) This Amendment, together with the Credit Agreement, contains
the entire and exclusive agreement of the parties hereto with reference to
the matters discussed herein and therein. This Amendment supersedes all
prior drafts and communications with respect thereto.
7
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment, or
the Credit Agreement, respectively.
(g) The Company covenants to pay to or reimburse the Agent, upon
demand, for all costs and expenses (including allocated costs of in-house
counsel) incurred in connection with the development, preparation,
negotiation, execution and delivery of this Amendment.
8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their duly authorized officers as of the
date first above written.
CROWN PACIFIC LIMITED PARTNERSHIP, a
Delaware limited partnership
By: CROWN PACIFIC MANAGEMENT
LIMITED PARTNERSHIP, a Delaware
limited partnership,
its general partner
By:__________________________________
Title:__________________________________
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By:__________________________________
Title:__________________________________
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By:__________________________________
Title:__________________________________
9
ABN AMRO BANK N.V., as Co-Agent and as a
Bank
By:__________________________________
Title:__________________________________
By:__________________________________
Title:__________________________________
SOCIETE GENERALE, as Co-Agent and as a Bank
By:__________________________________
Title:__________________________________
BANK OF MONTREAL
By:__________________________________
Title:__________________________________
THE BANK OF NOVA SCOTIA
10
By:__________________________________
Title:__________________________________
BANQUE PARIBAS
By:__________________________________
Title:__________________________________
By:__________________________________
Title:__________________________________
UNION BANK OF CALIFORNIA, N.A.
By:__________________________________
Title:__________________________________
KEYBANK NATIONAL ASSOCIATION
By:__________________________________
Title:__________________________________
XXXXX FARGO BANK, N.A.
By:__________________________________
Title:__________________________________
11
12
SCHEDULE 2
CROWN PACIFIC LIMITED PARTNERSHIP
COMPLIANCE CERTIFICATE*
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
7.1(g) Judgment or Judicial attachment Maximum allowed
liens $ 5,000,000
Outstanding at month-day-year
7.1(i) Purchase money security interests Maximum allowed $ 25,000,000
Outstanding at month-day-year
7.2(c) Sales of assets Maximum allowed ("Annual Sales Amount") in
(1) 1996 calendar year $ 10,000,000
(2) each calendar year thereafter:
(a) Annual Sales Amount for preceding calendar year $
----------------
(b) percentage increase in the CPI for preceding
calendar year %
----------------
(c) (a) multiplied by (b) $
----------------
(d) sum of (a) plus (c) (Annual Sales Amount for
such calendar year) $
----------------
Cumulative dispositions from Closing Date through
month-day-year
Maximum allowed during term of Agreement
(1) Basic amount $ 51,500,000
(2) percentage increase in the CPI from January 1, 1996
to date of determination (month-day-year) %
----------------
(3) (1) multiplied by (2) $
----------------
$
----------------
(4) sum of (1) plus (3)
Cumulative dispositions from Closing Date through
month-day-year
ACTUAL
SECTION AMOUNT
---------- -------------
7.1(g)
$
-------------
7.1(i)
$
-------------
7.2(c)
$
-------------
------------------------------
* [The calculations set forth in this form of Compliance Certificate are by
necessity less detailed than those contained in the Credit Agreement. In the
event of any conflict between this Compliance Certificate and the Credit
Agreement, the Credit Agreement shall in all cases prevail.]
13
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
7.2(e) Exchanges of timberland Maximum allowed for timberland during term of Agreement $ 400,000,000
Cumulative exchanges through month-day-year
Maximum allowed during term of Agreement for timberland
received in exchange located in Canada, Mexico or New
Zealand plus Net Proceeds invested in productive assets
in such countries plus net proceeds of harvesting used
to purchase timber or timberlands in such countries $ 50,000,000
Actual amount of
(1) timberland received in exchange located in Canada,
Mexico or New Zealand
(2) Net Proceeds invested in productive assets in such
countries
(3) Net proceeds of harvesting used to purchase timber
or timberlands in such countries
(4) sum of (1), (2) and (3)
7.2(f) Dispositions of assets not other- Maximum Net Proceeds of disposition allowed at any time
wise permitted which are not applied to purchase assets or repay
Senior Debt $ 25,000,000
Cumulative dispositions through month-day-year
Planned Volume (1) Basic per annum amount (250 MMBF for 1996;
[year-end only] thereafter based upon prior years' adjustments):
(2) Annual Timber Increase [if applicable, to be calcu-
lated for each year after 1996]:
(a) timber acquired by Company and Subsidiaries during
calendar year (not including timber acquired with
the net proceeds of an excess harvest) MMBF
(b) timber sold by Company and its Subsidiaries during
such calendar year MMBF
(c) (a) minus (b) (Annual Timber Increase for such
calendar year)
(3) Estimated Percentage (Estimate of the number of
additional board feet of timber that will be harvested
by the Company and its Subsidiaries by virtue of the
acquisition of newly acquired standing timber that is
the basis of the Annual Timber Increase for the cur-
rent fiscal year, expressed as a percentage of such
Annual Timber Increase, but not to exceed 15%)
(4) If applicable, Annual Timber Increase amount to be
added to current year Planned Volume--(3) multiplied
by (2)(c)
ACTUAL
SECTION AMOUNT
---------- -------------
7.2(e) $
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
7.2(f)
$
-------------
MMBF
MMBF
%
-------------
MMBF
14
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
(5) Annual Timber Decrease [if applicable, to be cal-
culated for each year after 1996]:
(a) Timber sold by the Company and its Subsidiaries
during calendar year MMBF
(b) Timber acquired by the Company and its Subsidi-
aries during such calendar year (not including
timber acquired with the net proceeds of excess
harvest) MMBF
(c) (a) minus (b) (Annual Timber Decrease for such
calendar year)
(6) If applicable, percentage that such Annual Timber
Decrease ((5)(c)) represents as a percentage of the
inventory of standing timber owned by the Company and
its Subsidiaries at the end of the prior calendar year
(7) If applicable, reduction in Planned Volume on
account of Annual Timber Decrease if the percentage set
forth in (6) above is 5% or greater or if the Asset
Coverage Ratio as computed below is less than
2.0:1.0--from 5(c) above
(8) Planned Volume--(1) plus (3) or minus (7), as
applicable
Asset Coverage Ratio (1) Wholesale value of Inventory:
[year-end only]
(a) Inventory at end of prior year [Insert detail sup-
porting computation of inventory of standing timber] MMBF
(b) Retail value of (a) [Attach species and price
detail]
(c) 60% of (b)
(2) Indebtedness at end of year (other than Indebted-
ness under the Working Capital Facility)
(3) Asset Coverage Ratio--
(1)(c) to (2)
Harvesting Restrictions/ (1) Maximum allowed for any one calendar year (150% of
[year-end only] Planned Volume) MMBF
Volume harvested during calendar year ending month-
day-year
(2) [1997 and thereafter] Maximum allowed for any two
consecutive calendar years (140% of Planned Volume) MMBF
Volume harvested during preceding two calendar years
ending month-day-year
ACTUAL
SECTION AMOUNT
---------- -------------
MMBF
%
-------------
MMBF
MMBF
$
-------------
$
-------------
$
-------------
$
-------------
:1.0
MMBF
MMBF
15
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
(3) [1998 and thereafter] Maximum allowed for any three
calendar years (130% of Planned Volume) MMBF
Volume harvested during preceding three calendar years
ending month-day-year
(4) [1999 and thereafter] Maximum allowed for any four
consecutive calendar years (120% of Planned Volume) MMBF
Volume harvested during preceding four calendar years
ending month-day-year
7.5(f) Loans & Investments not other- Maximum allowed
wise permitted
(1) in 1996 calendar year $ 10,000,000
(2) in each calendar year thereafter:
(a) Annual Investment Amount for the preceding cal-
endar year $
----------------
(b) CPI for such preceding calendar year %
----------------
(c) (a) multiplied by (b) $
----------------
Cumulative investment for current calendar year through
month-day-year
Maximum allowed during term of this Agreement
(1) Basic amount $ 51,500,000
(2) Percentage increase in the CPI from January 1, 1996
to date of determination (month-day-year) %
----------------
(3) (1) multiplied by (2) $
----------------
(4) sum of (1) plus (3) $
----------------
Cumulative investment through month-day-year
7.6(g) Other ordinary course unsecured Maximum allowed
subordinated Indebtedness $ 10,000,000
Outstanding at month-day-year
7.11 Restricted Payments Available Cash:
(1) cash receipts of Company from all sources during
fiscal quarter ending month-day-year
(2) reduction with respect to such fiscal quarter in
cash reserves
(3) amount available to be borrowed on the last day of
such fiscal quarter under the Working Capital Facility
(4) sum of (1), (2) and (3)
(5) cash disbursements of Company during such fiscal
quarter
ACTUAL
SECTION AMOUNT
---------- -------------
MMBF
MMBF
7.5(f)
$
-------------
$
-------------
7.6(g)
$
-------------
7.11 $
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
16
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
(6) cash reserves established with respect to such
fiscal quarter and increase with respect to such
fiscal quarter in cash reserves
(7) sum of (5) and (6)
(8) excess of (4) over (7)
7.15 Cash Flow to Interest Expense Cash Flow:
Ratio
(1) EBITDA
(a) Consolidated net income (or net loss) without
extraordinary losses or extraordinary gains
(b) Amounts treated as expenses for depreciation,
depiction and interest and amortization of
intangibles
(c) Accrued taxes on or measured by income
(d) sum of (a), (b) and (c)
(2) Net Proceeds from disposition of assets under
subsections 7.2(a), (b), (c), (d), or (f)(ii)(c)
to the extent not otherwise included in EBITDA
(3) Permitted Inclusions
(4) additional amounts that would be included in
determining EBITDA had business (other than timberland)
acquired by Company) within such four fiscal quarter
period been owned by Company (see attached for detail
as to such good faith estimate)
(5) additional amounts that would be included in
determining EBITDA had timberland acquired by Company
within such four fiscal quarter period been owned by
Company (see attached for detail as to such good faith
estimate)
(6) sum of 1(d) plus (2) plus (3) plus (4) plus (5)
Interest Expense:
(1) interest expense
(2) additional interest expense that would have accrued
on Indebtedness, if any, incurred to acquire certain
businesses
(3) additional interest expense that would have accrued
on Indebtedness, if any, incurred to acquire certain
timberlands
(4) sum of (1) plus (2) plus (3)
ACTUAL
SECTION AMOUNT
---------- -------------
$
-------------
$
-------------
$
-------------
7.15
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
17
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
Ratio of Cash Flow to Interest Expense 2.5 to 1.0
7.15 Cash Flow to Debt Service Ratio Cash Flow (as determined above)
Debt Service:
(i) Interest Expense for the preceding four fiscal
quarters $
----------------
(ii) Amount payable by Company and its Subsidiaries on
a consolidated basis in respect of scheduled
principal payments with Subsidiaries other than
Facility B Loans $
----------------
(iii) Debt Service--(i) plus (ii)
Cash Flow to Debt Service Ratio 1.25:1.0
Total Debt to Cash Flow Ratio Total Debt
Cash Flow (See Section 7.15 Cash Flow calculation)
Total Debt to Cash Flow Ratio
Applicable Margin
Commitment Fee Percentage
Letter of Credit Rate
Pro Forma Consolidated Cash Flow Pro Forma Consolidated Cash Flow
Ratios
(1) Cash Provided by Operating Activity
(a) cash receipts (excluding cash proceeds from
Interim Capital Transactions)
(b) (i) cash operating expenditures
(ii) cash debt service payments (other than
certain payments or prepayments of principal
and premium)
(iii) cash capital expenditures
(iv) sum of (i), (ii) and (iii)
(c) reductions less additions to certain cash
reserves
(d) (a) minus (b)(iv) plus (c)
(2) Cash debt service payments to extent subtracted in
determining Cash Provided by Operating Activity
(3) Cash capital expenditures, except those relating to
Operating Capacity Acquisitions, Capital Additions and
Improvements and Interim Capital Transactions, to
extent subtracted in determining Cash Provided by
Operating Activity
ACTUAL
SECTION AMOUNT
---------- -------------
:
-------------
7.15 $
-------------
$
-------------
:1.0
$
-------------
$
-------------
:
-------------
%
-------------
%
-------------
%
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
18
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
(4) Reductions minus additions to certain cash reserves
(5) Additions minus reductions to certain cash reserves
(6) In connection with business to be acquired or
previously acquired within such four fiscal quarters,
an amount equal to good faith estimate of such
additonal amounts that would be included in clauses
(1), (2), (3) and (4) above had such business been
owned by Company (see attached for detail as to such
good faith estimate)
(7) In connection with any timberland to be acquired
with the proceeds of a Loan or previously acquired
within such four fiscal quarters, an amount equal to
good faith estimate of such additional amounts that
would be included in clauses (1), (2), (3) and (4)
above had such timberlands been owned by Company (see
attached for detail as to such good faith estimate)
(8) Sum of (1), (2), (3), (4) and (5) plus or minus, as
applicable, (6) and (7)
Pro Forma Interest Expense
(1) Interest expense payable during four fiscal quarter
period on all Indebtedness of Company and Subsidiaries
(2) Interest expense that would have been payable
during such four fiscal quarter period in respect of
any Indebtedness proposed to be incurred on such date
of determination, and Indebtedness incurred after the
end of such four fiscal quarter period and before such
date of determination
(3) Sum of (1) and (2)
Pro Forma Maximum Debt Service
(1) Highest amount payable by Company and Subsidiaries
during any consecutive four fiscal quarters, in respect
of scheduled principal and interest with respect to all
Indebtedness of Company and Subsidiaries
(2) Interest expense accrued on Facility B Loans during
the most recent four fiscal quarters
(3) Sum of (1) and (2)
7.3, Pro Forma Consolidated Cash Flow to Pro Forma Interest
7.6(i) Expense
ACTUAL
SECTION AMOUNT
---------- -------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
7.3,
7.6(i) :
-------------
19
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
6.4, 7.3, Pro Forma Consolidated Cash Flow to Pro Forma Maximum
7.6(i) Debt Service
ACTUAL
SECTION AMOUNT
---------- -------------
6.4, 7.3,
7.6(i) :
-------------
20
21
SCHEDULE 2.1
COMMITMENTS
AND PRO RATA SHARES
BANK COMMITMENT PRO RATA SHARE
---------------------------------------------------------------------------- ----------------- ----------------
Bank of America National Trust and Savings Association...................... $ 22,727,272.73 15.151515152%
ABN AMRO Bank, N.V.......................................................... 19,318,181.82 12.878787880%
Societe Generale............................................................ 19,318,181.82 12.000000000%
Bank of Montreal............................................................ 15,000,000.00 10.000000000%
The Bank of Nova Scotia..................................................... 15,000,000.00 10.000000000%
Banque Paribas.............................................................. 13,636,363.63 9.0909090880%
Key Bank.................................................................... 15,000,000.00 10.000000000%
Union Bank of California, N.A............................................... 15,000,000.00 10.000000000%
Xxxxx Fargo Bank, N.A....................................................... 15,000,000.00 10.000000000%
TOTAL..................................................................... $ 150,000,000.00 100.000000000%
22
