AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of December 18, 1996 among CROWN PAPER CO., CROWN
VANTAGE INC., the BANKS listed on the signature pages hereof (the "Banks" and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of August 15, 1995 as amended (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as more
fully set forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS: REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. AMENDMENT TO THE DEFINITIONS OF CONSOLIDATED EBITDA AND
DEBT. (a) The definition of "Consolidated EBITDA" set forth in Section 1.1 of
the Agreement is amended to read in its entirety as follows:
"Consolidated EBITDA" means, for any fiscal period, Consolidated EBIT
for such period plus, to the extent deducted in determining Consolidated Net
Income for such period, (i) the aggregate amount of depreciation,
amortization, non-cash incentive compensation expense and other similar
non-cash charges and (ii) solely for any period ended on or prior to December
31, 1997 and solely to the extent not included in clause (i), the lesser of
(x) the aggregate amount of write-downs, write-offs or reserves with respect
to the rebuild of the Number One Paper Machine at St. Francisville and (y)
$2,500,000.
(b) Clause (v) of the definition of "Debt" set forth in Section 1.1 of
the Agreement is amended to read in its entirety as follows: "(v) all
contingent and noncontingent obligations of such Person to reimburse any bank
or other Person in respect of amounts payable or paid under a letter of
credit or similar instrument".
SECTION 3. DECREASE IN THE CASH FLOW RATIO. Section 5.12 of the
Agreement is amended to read in its entirety as follows:
SECTION 5.12 CASH FLOW RATIO. As of the last day of each fiscal quarter
of the Borrower set forth below, the Cash Flow Ratio at such day will not be
less than the ratio set forth below opposite such fiscal quarter:
Fiscal Quarter Ratio
-------------- -----
Fourth quarter of
1996 fiscal year 0.18:1
First quarter of
1997 fiscal year 0.13:1
Second quarter of
1997 fiscal year 0.12:1
Third quarter of
1997 fiscal year 0.13:1
Fourth quarter of
1997 fiscal year 0.16:1
Thereafter 0.20:1
SECTION 4. DECREASE IN THE INTEREST COVERAGE RATIO. Section 5.13 of
the Agreement is amended to read in its entirety as follows:
SECTION 5.13. INTEREST COVERAGE RATIO. As of the last day of each
fiscal quarter of the Borrower set forth below, the Interest Coverage Ratio
at such day will not be less than the ratio set forth below opposite such
fiscal quarter:
Fiscal Quarter Ratio
-------------- -----
Fourth quarter of
1996 fiscal year 2.00:1
First quarter of
1997 fiscal year 1.55:1
Second quarter of
1997 fiscal year 1.35:1
Third quarter of
1997 fiscal year 1.50:1
Fourth quarter of
1997 fiscal year 2.00:1
Thereafter 2.50:1
SECTION 5. DECREASE IN THE MINIMUM CONSOLIDATED TANGIBLE NET WORTH.
The table set forth in Section 5.14 of the Agreement is amended to read in
its entirety as follows:
Period Minimum Amount
------ --------------
From and including
December 18, 1996
to but
excluding last day of
first quarter of 1997
fiscal year $80,000,000
From and including
last day of first quarter
of 1997 fiscal year to but
excluding last day of
1998 fiscal year $75,000,000
From and including
last day of 1998 fiscal
year to but
excluding last day of
1999 fiscal year $100,000,000
Thereafter $125,000,000
SECTION 6. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. COUNTERPARTS: EFFECTIVENESS. This Amendment may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument. This
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Amendment shall become effective as of the date hereof when the
Administrative Agent shall have received (x) duly executed counterparts
hereof signed by the Borrower and the Required Banks (or, in the case of any
party as to which an executed counterpart shall not have been received, the
Administrative Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party) and (y) for the account of each Bank, an amendment fee in such amount
as shall have been previously agreed upon between the Borrower and the Banks.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
CROWN PAPER CO.
By /s/ R. Xxxx Xxxxxx
----------------------
Title: Senior Vice President
Chief Financial Officer
CROWN VANTAGE INC.
By /s/ R. Xxxx Xxxxxx
-----------------------
Title: Senior Vice President
Chief Financial Officer
BANKS:
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Xxxxxxx X. Xxxx
---------------------------------
Title: Xxxxxxx X. Xxxx
Vice President
THE BANK OF NEW YORK
By /s/ Xxxxxxxx Xxxxxxx
---------------------------------
Title: Xxxxxxxx Xxxxxxx
Assistant Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By /s/ Xxxxxxxxx X. Xxxxxx
---------------------------------
Title: Xxxxxxxxx X. Xxxxxx
Vice President
By /s/ G. K. Day
---------------------------------
Title: G. K. Day
Assistant Vice President
CERES FINANCE LTD.
By /s/ Xxxxxx X. Xxxxx
---------------------------------
Title: Xxxxxx X. Xxxxx
Director
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
BY: Chancellor LGT Senior Secured
Management, Inc. as Portfolio
Advisor
BY: /s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------
Xxxxxxxxxxx X. Xxxxx
Vice President
STRATA FUNDING LTD.
By /s/ Xxxxxx X. Xxxxx
---------------------------------
Title: Xxxxxx X. Xxxxx
Director
THE CHASE MANHATTAN BANK, as
successor by merger to THE CHASE
MANHATTAN BANK, N.A.
By /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Title: Xxxxx X. Xxxxxxxxx
Vice President
CHRISTIANIA BANK OG
KREDITKASSE
By /s/ Xxxx-Xxxxxx Xxxxxxxx
---------------------------------
Title: Xxxx-Xxxxxx Xxxxxxxx
First Vice President
By /s/ Xxxxx X. Xxxxx
---------------------------------
Title: Xxxxx X. Xxxxx
First Vice President
CREDITANSTALT CORPORATE
FINANCE, INC.
By /s/ Xxxx Xxxxxxx
---------------------------------
Title: Senior Vice President
By /s/ Xxx XxXxxx
-------------------------------
Title: Xxx XxXxxx
Vice President
DRESDNER AG, NEW YORK BRANCH
AND GRAND CAYMAN
BEACH
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Title: Vice President
By
------------------------------
Title: Vice President
FIRST SOURCE FINANCIAL LLP, by
FIRST SOURCE FINANCIAL, INC.
its Agent/Manager
By /s/ Xxxx X. Xxxxxxx
------------------------------
Title: Senior Vice President
MARINE MIDLAND BANK
By X.X. Xxxxx
--------------------------------
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By /s/ T. Xxxxxx Xxxxxxx XX
----------------------------------
Title: T. Xxxxxx Xxxxxxx XX
Deputy General Manager
XXXXXXX XXXXX PRIME RATE
PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
LP, AS INVESTMENT ADVISOR
By: Xxx Xxxxxxxx
------------------------------
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By: Xxx Xxxxxxxx
------------------------------
Title: Authorized Signatory
NATIONSBANK, N.A.
By /s/ Xxxxxxx Xxxxxxxxxx
--------------------------------
Title: Xxxxxxx Xxxxxxxxxx
Vice President
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: Xxxxxxx X. Xxxxxx
Vice President
PNC BANK NATIONAL ASSOCIATION
By
--------------------------------
Title:
PROTECTIVE LIFE INSURANCE COMPANY
By /s/ Xxxx X. Xxxxx
--------------------------------
Title: Xxxx X. Xxxxx
Executive Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By
--------------------------------
Title:
SOUTHERN PACIFIC THRIFT AND
LOAN
By Xxxxxxx Xxxxxxxxx
--------------------------------
Title: Senior Vice President
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxx Xxxxxxx
--------------------------------
Title: Xxxx Xxxxxxx
Vice President
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Xxxxxxx X. Xxxxxxx
Senior Vice President
and Director
XXXXXX GUARANTY TRUST
COMPANY, as Administrative
Agent
By /s/ Xxxxxxx X. Xxxx
--------------------------------
Title: Xxxxxxx X. Xxxx
Vice President
EXHIBIT J
PERMITTED IRB DEBT
PART A
Berlin 6 5/8% bonds $ 18,070,000
due 2/1/22
Parchment 8.0% bonds 2,600,000
due 10/1/06
St. Francisville 5.95% bonds 600,000
due 1/1/08
St. Francisville 8.0% bonds 150,000
due 5/1/97
St. Francisville 5.95% bonds 590,000
due 5/1/97
St. Francisville 5.95% bonds 1,000,000
due 1/1/08
-----------
$ 23,010,000
PART B
Berlin $ 12,450,000
Parchment 4,750,000
----------
$ 17,200,000
