AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of March 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 (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. AMENDMENTS OF THE AGREEMENT.
(a) Section 1.1 is amended by the addition of the following defined
term in its appropriate alphabetical position:
"Permitted IRB Debt" means the industrial revenue bond financings
set forth in Exhibit J, including all obligations of the Borrower in
respect thereof, and, subject to the PROVISO in Section 5.10 (j), any
refinancing, replacement or refunding thereof.
(b) The definitions of "Available Cash Flow", "Excess Cash Flow"
and "Reduction Percentage" in Section 1.1 are amended to read in their
entirety as follows:
"Available Cash Flow" means, for any fiscal period, cash provided by
operating activities for such period, determined in accordance with
generally accepted accounting principles, as the same is reported (or
would be reported) in the "consolidated statement of cash flows" of the
Borrower and its Consolidated Subsidiaries for such period.
"Excess Cash Flow" means, for any period the excess (if any) of:
(A) Available Cash Flow for such period OVER
(B) the sum of (i) Consolidated Capital Expenditures
permitted to be made during such period under Section 5.18 (a) (i)
(whether or not made during such period or any subsequent period),
(ii) Consolidated Capital Expenditures actually made during such
period under Section 5.18 (a) (iii), (iii) cash dividends paid to
Holdings during such period in accordance with clause (c) of the
proviso to Section 5.15, (iv) scheduled amortization of long-term
Debt of the Borrower and its Consolidated Subsidiaries during such
period, (v) optional prepayments of the Term Loans during such
period and (vi) the aggregate Net Cash Proceeds of Permitted
Receivables Dispositions received during such period.
"Reduction Percentage" means, (i) in respect of an Asset Sale, a
Permitted Receivables Disposition, an incurrence of Debt other than Debt
permitted under clauses (a) through (k) of Section 5.10 or receipt of
Major Casualty Proceeds, 100%, (ii) in respect of an incurrence of Debt
described in clause (ii) (A) of the Definition of "Reduction Event",
50%, (iii) in respect of Excess Cash Flow, 75%, and (iv) in respect of
any Equity Issuance, 66.7% until the aggregate Net Cash Proceeds from
all Equity Issuances equals $50,000,000 and 50% thereafter.
(c) Clause (ii) of the definition of "Reduction Event" in Section
1.1 is amended to read in its entirety as follows:
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(ii) (A) the incurrence of Permitted IRB Debt set forth in Part B of
Exhibit J (regardless of whether, for purposes of Section 5.10, any such
Permitted IRB Debt is permitted by clause (g) or clause (k) of such
Section) and (B) the incurrence of any Debt by Holdings or any of its
Subsidiaries, other than Debt permitted under clauses (a) through (k) of
Section 5.10.
(d) Clause (k) of Section 5.1 of the Agreement is amended by
substituting the number "45" for the number "30" in the first line
thereof.
(e) Clause (j) of Section 5.10 is amended to read in its entirety as
follows:
(j) Debt of the Borrower or its Subsidiaries representing a
refinancing, replacement or refunding of (i) Debt permitted by clause (b)
or (c) above or clause (k) below or (ii) Permitted IRB Debt permitted by
clause (g) above; PROVIDED that the aggregate principal amount of such
Debt outstanding or available and the interest rate PER ANNUM payable by
the Borrower and its Subsidiaries with respect to such Debt will not be
increased, and the weighted average remaining life to maturity of such
Debt will not be decreased by reason of such refinancing, replacement or
refunding (for purposes of determining whether the interest rate PER
ANNUM will be increased in connection with any such refinancing,
replacement or refunding, any letter of credit fees, guarantee fees or
other credit support fees applicable to the outstanding Debt or to the
refinancing, replacement or refunding thereof shall be taken into
account).
(f) Section 5.10 is amended by the addition of the following new
clause (k):
(k) Permitted IRB Debt not otehrwise permitted by this Section;
PROVIDED that 50% of the principal or face amount of any Permitted
IRB Debt set forth in Part B of Exhibit J shall be permitted only by
clause (g) above and not this clause (k) and PROVIDED FURTHER that
Permitted IRB Debt (including without limitation any Permitted IRB
Debt set forth in Part A of Exhibit J and any refinancing, refunding
or replacement of any Permitted IRB Debt set forth in Part B of
Exhibit J) constituting a refinancing, replacement or refunding of
other Debt shall be permitted only by clause (j) above and not this
clause (k).
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(g) Exhibit J hereto is added to the Agreement as Exhibit J thereto.
(h) Section 5.23(a)(ii) is amended by:
(i) adding the parenthetical "(but excluding in any event the
Permitted Other Debt Payment (if any) with respect to the outstanding
principal amount (and any related premium) of the Industrial Development
Authority of the City of Richmond, Virginia Industrial Development Revenue
Bonds (Xxxxx River Paper), Series of 1973 (the "Richmond IRB's")
made in reliance on the second proviso of this subsection (a)(ii)
" immediately after the phrase "subsection (a)(ii)" in the eighth line
thereof, and
(ii) adding the following proviso at the end of the first sentence
thereof: "and PROVIDED FURTHER that the Borrower may prepay in whole, on
or prior to December 31, 1996, the Richmond IRB's.
SECTION 3. AMENDMENTS OF THE MORTGAGES. The Banks hereby consent to
the execution and delivery by the Collateral Agent of amendments to any
Mortgage, in form satisfactory to the Collateral Agent, to provide that the
Permitted IRB Debt may be secured thereunder equally and ratably with the
obligations of the Borrower under the Loan Documents, PROVIDED that (i) no
consent of the holders of Permitted IRB Debt shall be required in connection
with any further amendment of any Mortgage (except as set forth in clause
(ii) of this proviso), any release of all or any portion of the Collateral
thereunder or any exercise of remedies thereunder and (ii) the consent of the
trustee for each separate indenture or similar instrument pursuant to which
any bonds constituting Permitted IRB Debt have been issued (such consent to
be obtained in accordance with the provisions of each such indenture or
similar instrument) shall be required with respect to any amendment to any
Mortgage the effect of which amendment is to eliminate the equal and ratable
sharing of the Collateral between the Banks and the holders of Permitted IRB
Debt, it being understood that the release of assets from the Lien created by
any Mortgage does not constitute such an amendment even if such release is
made in connection with a sale of such assets and the proceeds of such sale
are applied in whole to repay the Loans.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
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SECTION 5. 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 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) an endorsement to each of the title policies delivered to the
Administrative Agent pursuant to Section 3.1(f) of the Agreement to the
effect that the priority of the Mortgage insured thereby with respect to any
Secured Obligations (as defined in such Mortgage), other than any Secured
Obligations consisting of Secured IRB Debt (as defined in such Mortgage) or
any renewals or extensions thereof, is unaffected by the execution and
delivery of this Amendment and any amendment to such Mortgage pursuant to
Section 3 hereof.
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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/ Xxxxxxx Xxxxxx
-----------------------------
Title: Senior Vice President
& Chief Financial
Officer
CROWN VANTAGE INC.
By /s/ Xxxxxxx Xxxxxx
-----------------------------
Title: Senior Vice President
& Chief Financial
Officer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxxxx Xxxxx
-----------------------------
Title: Vice President
THE BANK OF NEW YORK
By /s/ Xxxx X. Xxxxx
-----------------------------
Title: Vice President
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THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.
By /s/ T. Xxxxxx Xxxxxxx XX
-----------------------------
Title: Vice President &
Manager
By /s/ Y. Kamisawa
-----------------------------
Title: Deputy General
Manager
NATIONSBANK, N.A. (CAROLINAS)
By /s/ Xxxxxxx Xxxxxxxxxx
-----------------------------
Title: Vice President
TORONTO DOMINION
(TEXAS), INC.
By /s/ Xxxxx Xxxxxx
-----------------------------
Title: Vice President
THE CHASE MANHATTAN BANK, N.A.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Title: Vice President
MIDLAND BANK PLC
By /s/ Xxxxxx Xxxxx
-----------------------------
Title: Director, New York
Branch
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CHRISTIANIA BANK
OG KREDITKASSE
By /s/ Xxxx-Xxxxxx Xxxxxxxx
-----------------------------
Title: First Vice President
By /s/ Xxxxx X. Xxxxx
-----------------------------
Title: Vice President
CREDITANSTALT CORPORATE
FINANCE, INC.
By /s/ Xxxxxx X. X'Xxxx
-----------------------------
Title: Chief Executive
Officer
By /s/ Xxx XxXxxx
-----------------------------
Title: Vice President
DRESDNER BANK AG
By /s/ Xxxxxx X. Xxxxxx
-----------------------------
Title: Vice President
By /s/ Xxx X. Xxxxx
-----------------------------
Title: Senior Vice President
PNC BANK, NATIONAL
ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Title: Vice President &
Manager
XXXXX FARGO BANK, N.A.
By /s/ Xxxxx Xxxxxx
-----------------------------
Title: Vice President
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BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By /s/ Xxxxxxx Xxxxxxxxx
-----------------------------
Title: Assistant Vice
President
CERES FINANCE LTD.
By /s/ Xxxxxx X. Xxxxx
-----------------------------
Title: Director
STRATA FUNDING LTD.
By /s/ Xxxxxx X. Xxxxx
-----------------------------
Title: Director
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS,
B.V.
By: Cancellor Senior
Secured Management,
Inc. as Portfolio
Agent
By /s/ Xxxxx Xxxxx
-----------------------------
Title: Director
KEYPORT LIFE INSURANCE COMPANY
By /s/ Xxxxx Xxxxx
-----------------------------
Title: Director
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XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By /s/ Xxxx X. Xxxxxx
-----------------------------
Title: Authorized Signatory
XXXXX XXXXX
By
-----------------------------
Title:
FIRST SOURCE FINANCIAL, INC.
By /s/ Xxxxx X. Xxxxxxx
-----------------------------
Title: Vice President
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By /s/ A. Xxxx Xxxxxxx
-----------------------------
Title: Vice President
PILGRIM PRIME RATE TRUST
By /s/ Xxxxxx Tiffen
-----------------------------
Title: Senior Vice President
PROTECTIVE LIFE INSURANCE
COMPANY
By /s/ Xxxx X. Xxxxx
-----------------------------
Title: Principal of
Protective Asset
Management Co.
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XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as
Administrative Agent
By /s/ Xxxxxxx Xxxxx
-----------------------------
Title: Vice President
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