SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment to Amended and Restated Credit Agreement (the
"Amendment") dated as of March 9, 2000 (but effective as of February 29, 2000),
by and between Badger Paper Xxxxx, Inc. (individually and as successor by merger
to Badger Paper Xxxxx Flexible Packaging Division, Inc.) (the "Borrower"), the
Lenders, and Xxxxxx Trust and Savings Bank, as Agent (the "Agent");
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and Xxxxxx Trust and Savings Bank,
as Agent, have heretofore executed and delivered an Amended and Restated Credit
Agreement dated as of January 29, 1999, as previously amended by that certain
First Amendment to Amended and Restated Credit Agreement dated as of August 31,
1999 (said Amended and Restated Credit Agreement as so amended being referred to
herein as the "Credit Agreement"); and
WHEREAS, the parties hereto desire to amend the Credit Agreement as
provided herein;
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that the
Credit Agreement shall be and hereby is amended effective as of February 29,
2000 as follows:
ARTICLE 1
AMENDMENTS
1.1 Sections 7.6, 7.8 and 7.12 of the Credit Agreement shall each be
amended in its entirety and as so amended shall be restated to read as follows:
Section 7.6. Fixed Charge Coverage Ratio. Badger
shall not, as of the last day of each fiscal month of
Badger ending during each of the periods specified below,
permit the ratio of (x) EBITDA for the twelve fiscal
months of Badger then ended minus the Capital Expenditure
Deduction to (y) Fixed Charges for the same twelve fiscal
months then ended to be less than:
FIXED CHARGE
COVERAGE RATIO
FROM AND SHALL
INCLUDING TO AND INCLUDING NOT BE LESS THAN:
February 29, 2000 September 29, 2000 2.15 to 1.00
September 30, 2000 At all times thereafter 1.15 to 1.00
For the purposes hereof, the term "Capital
Expenditure Deduction" shall mean (a) at all times prior
to September 30, 2000, $0 and (b) at any time on or after
September 30, 2000, any amount equal to Capital
Expenditures of Badger during the twelve fiscal months of
Badger then ended.
Section 7.8. Leverage Ratio. Badger will not, as
of the last day of each fiscal month of Badger ending
during the periods specified below, permit the Leverage
Ratio to be more than:
LEVERAGE RATIO
FROM AND SHALL NOT BE
INCLUDING TO AND INCLUDING MORE THAN:
February 29, 2000 September 29, 2000 3.75 to 1.00
September 30, 2000 At all times thereafter 3.50 to 1.00
Section 0.00.Xxxxxxx Expenditures. Badger will
not, nor will it permit any Subsidiary to, expend or
become obligated for Capital Expenditures in an aggregate
amount for Badger and the Subsidiaries in excess of the
following:
Fiscal Year 2000...............................$3,700,000
Fiscal Year 2001...............................$4,800,000
and each fiscal year thereafter
1.2 The definition of "Termination Date" appearing in Section 10 of the
Credit Agreement shall be amended in its entirety and as so amended shall be
restated to read as follows:
"Termination Date" means November 30, 2003 or
such earlier date on which the Commitments are terminated
in whole pursuant to Sections 3.5, 8.2 or 8.3 hereof,
provided that the Borrower may, at least 60 days prior to
such date, request the Lenders extend such date to a later
date at the Lenders' sole discretion.
ARTICLE II
EXTENSION OF LETTERS OF CREDIT
2.1 The Borrower hereby requests that Xxxxxx Trust and Savings Bank, in
its individual capacity as issuer of the Letters of Credit supporting the
Tax-Exempt Financings, extend the
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Stated Termination Date of each of such Letters of Credit from November 30, 2001
to November 30, 2003.
ARTICLE III
CONDITIONS PRECEDENT
3.1 This Amendment shall become effective as of the date hereof on the
date that each of the following conditions precedent have been met:
(a) the Agent shall have received counterparts
hereof executed by the Borrower and the Required Lenders;
and
(b) the Agent shall have received (i) a
certificate of the Secretary of the Borrower dated the
date of this Amendment certifying that attached thereto is
a true and complete copy of resolutions adopted by the
Board of Directors of the Borrower, authorizing the
execution, delivery and performance of this Amendment and
certifying the names and true signatures of the officers
of the Borrower authorized to sign this Amendment and (ii)
such supporting documents as the Agent may reasonably
request.
Upon satisfaction of the conditions set forth in Article III hereof, this
Amendment shall become effective as of February 29, 2000.
ARTICLE IV
MISCELLANEOUS
4.1. To induce the Agent and the Banks to enter into this Amendment, the
Borrower represents and warrants to the Agent and the Banks that: (a) the
representations and warranties contained in the Loan Documents, as amended by
the Amendment, are true and correct in all material respects as of the date
hereof with the same effect as though made on the date hereof; (b) after giving
effect to this Amendment, no Event of Default or Default exists; (c) this
Amendment has been duly authorized by all necessary corporate proceedings and
duly executed and delivered by the Borrower, and the Credit Agreement, as
amended by the Amendment, and each of the other Credit Documents are the legal,
valid and binding obligations of the Borrower, enforceable against the Borrower
in accordance with their respective terms, except as enforceability may be
limited by bankruptcy, insolvency or other similar laws of general application
affecting the enforcement of creditors' rights or by general principles of
equity; and (d) no consent, approval, authorization, order, registration or
qualification with any governmental authority is required for, and in the
absence of which would adversely effect, the legal and valid execution and
delivery or performance by any Borrower of this Amendment or the performance by
the Borrower of the Credit Agreement, as amended by the Amendment, or any other
Credit Document to which they are a party.
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4.2. The Borrower acknowledges and agrees that all of the Collateral
Documents to which it is a party remain in full force and effect for the benefit
and security of, among other things, the Obligations as modified hereby. The
Borrower further acknowledges and agrees that the Borrower's obligations owing
under the Applications and the Letters of Credit shall constitute Secured
Obligations as defined under the Collateral Documents. Nothing herein contained
shall in any manner affect or impair the priority of the liens and security
interests created and provided for by the Collateral Documents as to the
indebtedness which would be secured thereby prior to giving effect to this
Amendment. The Borrower further agrees to execute and deliver any and all
instruments or documents as may be required by the Lenders to confirm any of the
foregoing.
4.3. 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 Amendment.
4.4. Except as specifically provided above, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed in all respects. The execution, delivery, and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of the Agent or any Bank
under the Credit Agreement or any of the other Loan Documents, nor constitute a
waiver or modification of any provision of any of the other Loan Documents.
4.5. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of the
State of Illinois.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
Dated as of the date first above written.
BADGER PAPER XXXXX, INC.
By:___/s/________________________________________
Title:___________________________________________
Accepted and agreed to as of the date and year first above written.
XXXXXX TRUST AND SAVINGS BANK,
individually and as Agent
By:___/s/________________________________________
Title:___________________________________________
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