EX 4.3
AMENDED AND RESTATED
CREDIT AGREEMENT
among
CHESAPEAKE CORPORATION,
CHESAPEAKE UK HOLDINGS LIMITED,
VARIOUS LENDERS,
and
FIRST UNION NATIONAL BANK,
as Administrative Agent
__________________________________
Dated as of March 15, 1999
__________________________________
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
March 15, 1999 among CHESAPEAKE CORPORATION, a Virginia
corporation (the "Company"), CHEASAPEAKE UK HOLDINGS LIMITED, a
company incorporated in England ("UK Sub," and together with the
Company, the "Borrowers," and each, a "Borrower"), the Lenders
from time to time party hereto and FIRST UNION NATIONAL BANK, as
Administrative Agent (all capitalized terms used herein and
defined in Section 1 are used herein as therein defined).
STATEMENT OF PURPOSE
WHEREAS, the Borrowers and the Lenders are party to a Credit
Agreement, dated as of January 18, 1999, as amended by the First
Amendment to Credit Agreement dated as of February 12, 1999; and
WHEREAS, the Borrowers and the Lenders desire to amend and
restate the Credit Agreement, as amended, in its entirety, upon
the terms and conditions set forth herein
NOW, THEREFORE, the parties hereto agree that the Credit
Agreement, as amended, shall be and is hereby amended and
restated in its entirety as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. The following terms when
used in this Agreement shall have the meanings assigned to them
below:
"364 Day Facility" means the short term revolving credit
facility established pursuant to Section 2.1 hereof.
"364 Day Facility Commitment" means (a) as to any Lender,
the obligation of such Lender to make Revolving Credit Loans
under the 364 Day Facility for the accounts of the Borrowers in
an aggregate principal Dollar Equivalent amount at any time
outstanding not to exceed the amount set forth opposite such
Lender's name on Schedule 1.1(a) hereto, as such amount may be
reduced or modified at any time or from time to time pursuant to
the terms hereof and (b) as to all Lenders, the aggregate 364 Day
Facility Commitment of all Lenders to make Revolving Credit Loans
under the 364 Day Facility, as such amount may be reduced at any
time or from time to time pursuant to the terms hereof. The 364
Day Facility Commitment of all Lenders on the Closing Date shall
be Two Hundred Million Dollars ($200,000,000).
"364 Day Facility Commitment Percentage" means, as to any
Lender at any time, the ratio of (a) the amount of the 364 Day
Facility Commitment of such Lender to (b) the aggregate 364 Day
Facility Commitment of all of the Lenders.
"364 Day Facility Swingline Commitment" means the obligation
of the Swingline Lender to make Swingline Loans under the 364 Day
Facility for the accounts of the Borrowers in an aggregate
principal amount at any time outstanding not to exceed an amount
equal to Ten Million Dollars ($10,000,000) less the then
outstanding aggregate principal amount of Swingline Loans made
under the Five Year Facility.
"364 Day Facility Termination Date" means the earliest of
the dates referred to in Section 2.8(a).
"Absolute Rate Bid" means an offer by a Lender to make a
Competitive Bid Loan in accordance with Section 2.5, denominated
in Dollars and at a rate of interest per annum expressed in
multiples of 1/100th of one percent.
"Acquisition Sub" means Chesapeake UK Acquisitions plc, a
Wholly-Owned Subsidiary of the UK Sub.
"Additional Debt Securities" means public or privately
placed notes, debentures, bonds, or debt securities issued by a
Credit Party after the Closing Date representing incurrence of
long-term debt for borrowed money; provided that "Additional Debt
Securities" shall not include public or privately placed notes,
debentures, bonds, or debt securities issued by a Credit Party
after the Closing Date for the purpose of (i) financing an
acquisition permitted pursuant to Section 10.4(b) or (ii)
financing repurchases or redemptions of Debt permitted pursuant
to Section 10.4(c).
"Administrative Agent" means First Union in its capacity as
Administrative Agent hereunder, and any successor thereto
appointed pursuant to Section 12.9.
"Administrative Agent's Office" means the office of the
Administrative Agent specified in or determined in accordance
with the provisions of Section 13.1(c).
"Affiliate" means, with respect to any Person, any other
Person (other than a Subsidiary) which directly or indirectly
through one or more intermediaries, controls, or is controlled
by, or is under common control with, such first Person or any of
its Subsidiaries. The term "control" means the possession,
directly or indirectly, of any power to direct or cause the
direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.
"Aggregate Revolving Credit Commitment" means (a) as to any
Lender, the aggregate of such Lender's 364 Day Facility
Commitment and Five Year Facility Commitment, as such amount may
be reduced or modified at any time or from time to time pursuant
to the terms hereof and (b) as to all Lenders, the aggregate 364
Day Facility Commitment and Five Year Facility Commitment of all
Lenders, as such amount may be reduced or modified at any time or
from time to time pursuant to the terms hereof. The Aggregate
Revolving Credit Commitment of all Lenders on the Closing Date
shall be Four Hundred and Fifty Million Dollars ($450,000,000).
"Aggregate Revolving Credit Commitment Percentage" means as
to any Lender at any time, the ratio of (a) such Lender's
Aggregate Revolving Credit Commitment to (b) the Aggregate
Revolving Credit Commitment of all of the Lenders.
"Agreement" means this Amended and Restated Credit
Agreement, as further amended, restated, supplemented or
otherwise modified.
"Announcement Date" means January 20, 1999, the date on
which the Press Release was issued.
"Applicable Currency" means, as to any particular payment or
Revolving Credit Loan, Dollars or the Offshore Currency in which
it is denominated or is payable.
"Applicable Law" means all applicable provisions of
constitutions, laws, statutes, ordinances, rules, treaties,
regulations, permits, licenses, approvals, interpretations and
orders of Governmental Authorities and all orders and decrees of
all courts and arbitrators.
"Applicable Margin" means, for purposes of calculating (a)
the Offshore Rate for purposes of Section 4.1(a), (b) the L/C Fee
for purposes of Section 3.3(a) or (c) the Facility Fee for
purposes of Section 4.3(a), the rate set forth below for the
applicable rating of the senior, unsecured, long-term debt of the
Company (the "Debt Rating") publicly announced by Standard &
Poor's Ratings Group ("S&P") and Xxxxx'x Investors Service, Inc.
("Moody's") as follows:
364 Day 364 Day Five Year Five Year All-In
Facility Facility Facility Facility Cost
S&P Moody's LIBOR Facility LIBOR Facility L/C Both
Level Rating Rating Spread Fee Spread Fee Fee Facilities
1 >BBB+ >Baa1 0.500% 0.125% 0.475% 0.150% 0.500% 0.625%
2 BBB Baa2 0.825% 0.175% 0.800% 0.200% 0.825% 1.000%
3 BBB- Baa3 0.900% 0.225% 0.875% 0.250% 0.900% 1.125%
4 BB+ Ba1 1.125% 0.250% 1.100% 0.275% 1.125% 1.375%
5
