AMENDMENT No. 2 dated as of September 17, 1996 (this "AMENDMENT"), to
the Credit Agreement, dated as of March 20, 1996, as amended (the "CREDIT
AGREEMENT"), among Riverwood International Corporation (as successor to RIC
Holding, Inc.) (the "PARENT BORROWER"), the Foreign Subsidiary Borrowers (as
therein defined), the several banks and other financial institutions parties to
the Credit Agreement (the "LENDERS") and The Chase Manhattan Bank (formerly
known as Chemical Bank), as administrative agent for the Lenders thereunder (in
such capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, the Parent Borrower has requested that the Administrative
Agent, the Lenders and the Machinery Credit Agreement Lenders agree to amend (a)
subsections 4.4(b), 4.4(f) and 8.6(j) of the Credit Agreement with respect to
the sale by Riverwood of certain assets, including 538,000 acres of owned or
leased timberlands, two sawmills, a plywood plant, a tree nursery and related
inventory, to Plum Creek Timber Company, L.P. ("PLUM CREEK") (such sales,
collectively, the "TIMBERLAND SALE") pursuant to the Asset Purchase Agreement,
dated as of August 6, 1996 (the "TIMBERLAND SALE AGREEMENT"), among Plum Creek,
the Parent Borrower and New River Timber, LLC, (b) certain reporting
requirements contained in subsections 7.1 and 7.2 of the Credit Agreement and
(c) the financial covenants in subsection 8.1 of the Credit Agreement and
certain negative covenants contained in the Credit Agreement; and
WHEREAS, the Administrative Agent, the Lenders and the Machinery
Credit Agreement Lenders are willing to agree to the requested amendments and
waiver on the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows:
A. DEFINITIONS. Unless otherwise defined herein, terms defined in
the Credit Agreement shall have their defined meanings when used herein.
B. AMENDMENT OF SUBSECTION 1.1 (DEFINED TERMS). Subsection 1.1 of
the Credit Agreement is hereby amended by
adding the following new definition, to appear in alphabetical order:
"'TIMBERLAND SALE': the sale by Riverwood and Timber LLC to Plum
Creek Timber Company, L.P., of all or part of their right, title and
interest in and to approximately 529,000 acres of owned timberlands,
approximately 9,000 acres of leased timberlands, two sawmill facilities, a
plywood facility, a tree nursery, certain related inventory (including
purchased timber and timber rights) and certain other related assets, or as
may otherwise be provided in the Asset Purchase Agreement, dated as of
August 6, 1996, among Plum Creek Timber Company, L.P., Riverwood and Timber
LLC."
C. AMENDMENT OF SUBSECTION 4.4(b) (OPTIONAL AND MANDATORY
PREPAYMENTS). Subsection 4.4(b) of the Credit Agreement is hereby amended by
inserting before "and" at the end of clause (y) thereof the following:
"(or, with respect to the Timberland Sale, $400,000,000)";
D. AMENDMENT OF SUBSECTION 4.4(c) (OPTIONAL AND MANDATORY
PREPAYMENTS). Subsection 4.4(c) of the Credit Agreement is hereby amended by
deleting in its entirety the last proviso contained therein.
E. AMENDMENT OF SUBSECTION 4.4(f) (OPTIONAL AND MANDATORY
PREPAYMENTS). Subsection 4.4(f) of the Credit Agreement is hereby amended by
inserting at the end of the second sentence thereof the following:
", PROVIDED, HOWEVER, that (x) any such payment (including such payment
resulting from the Timberland Sale) made within twelve months, or in the
case of the Timberland Sale eighteen months, prior to the date on which an
installment of the principal thereof is scheduled to be made may, at the
option of the Parent Borrower with respect to the Tranche A Term Loans and,
so long as no holder thereof declines its share of such prepayment after it
is permitted to do so as contemplated by the next succeeding sentence of
this subsection 4.4(f), the Tranche B Term Loans and the Tranche C Term
Loans, be applied to such installment and (y) in the event that any Lender
holding a Tranche B Term Loan or a Tranche C Term Loan declines to accept
its share of the prepayment related to the Timberland Sale, the Parent
Borrower may apply up to $75,000,000
2
of such declined shares in the aggregate to such installments of the
Tranche A Term Loan as it may elect."
F. AMENDMENT OF SUBSECTION 7.1(c) (FINANCIAL STATEMENTS). Subsection
7.1(c) of the Credit Agreement is hereby amended by deleting it in its entirety
and substituting in place thereof the following:
"(c) as soon as available, but in any event not later than the fifth
Business Day after the 30th day following the end of each fiscal month of
each fiscal year of Holding (or the 45th day in the case of any such month
ending on the last day of a fiscal quarter), an unaudited consolidated
balance sheet for Holding and its consolidated Subsidiaries as at the end
of such month and related consolidated statement of operations, summary
statement of cash flows and a preliminary calculation of EBITDA (which
preliminary calculation shall reflect the Parent Borrower's reasonable best
estimate thereof but need not be computed in accordance with GAAP), setting
forth, with respect to any such month ending after March 31, 1997, in
comparative form the budgeted figures (as adjusted consistent with past
practice but computed only with respect to its consolidated statement of
operations) for the relevant period and the figures as at the end of, or
for, the corresponding fiscal month of the previous fiscal year."
G. AMENDMENT OF SUBSECTION 7.2(d) (CERTIFICATES; OTHER INFORMATION).
Subsection 7.2(d) of the Credit Agreement is hereby amended by deleting it in
its entirety and substituting in place thereof the following:
"(d) [intentionally omitted];"
H. AMENDMENT OF SUBSECTION 8.1(a) (MAINTENANCE OF CONSOLIDATED NET
WORTH). Subsection 8.1(a) of the Credit Agreement is hereby amended by deleting
in its entirety and substituting in place thereof the following:
"(a) MAINTENANCE OF CONSOLIDATED NET WORTH. Permit Consolidated Net
Worth of Holding at any time to be less than the sum of (i) $450,000,000
and (ii) 50% of the Consolidated Net Income (if positive) of Holding for
each completed fiscal year of Holding commencing on or after January 1,
1997."
3
I. AMENDMENT OF SUBSECTION 8.1(b) (MAINTENANCE OF CONSOLIDATED
INTEREST EXPENSE RATIO). Subsection 8.1(b) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting in place thereof the
following:
"(b) MAINTENANCE OF CONSOLIDATED INTEREST EXPENSE RATIO. Permit, for
any period of four consecutive fiscal quarters of Holding (or, if less than
four full fiscal quarters shall have begun after and elapsed since the
Effective Date, such lesser number of elapsed full fiscal quarters) ending
during any test period set forth below, the Consolidated Interest Expense
Ratio at the last day of such consecutive fiscal quarter period, to be less
than the ratio set forth opposite such test period below:
Test Period Ratio
----------- -----
December 31, 1996 - December 30, 1997 0.9 to 1.00
December 31, 1997 - December 30, 1998 1.00 to 1.00
December 31, 1998 - December 30, 1999 1.35 to 1.00
December 31, 1999 - December 30, 2000 1.75 to 1.00
December 31, 2000 - December 30, 2001 1.85 to 1.00
December 31, 2001 - December 30, 2002 2.25 to 1.00
December 31, 2002 - December 30, 2003 2.50 to 1.00
Thereafter 3.00 to 1.00"
J. AMENDMENT OF SUBSECTION 8.1(c) (MAINTENANCE OF LEVERAGE RATIO).
Subsection 8.1(c) of the Credit Agreement is hereby amended by deleting it in
its entirety and substituting in place thereof the following:
"(c) MAINTENANCE OF MINIMUM EBITDA. Permit EBITDA, for any period of
four consecutive fiscal quarters of Holding ending during any test period
set forth below (except that EBITDA for the test period ending December 31,
1996 shall be computed based on the results of the last three consecutive
fiscal quarters ending on such date multiplied by 4/3), to be less than the
amount set forth opposite such test period below:
4
Test Period Ratio
----------- -----
December 31, 1996 - December 30, 1997 $150,000,000
December 31, 1997 - December 30, 1998 $160,000,000
December 31, 1998 - December 30, 1999 $240,000,000
December 31, 1999 - December 30, 2000 $300,000,000
December 31, 2000 - December 30, 2001 $325,000,000
December 31, 2001 - December 30, 2002 $375,000,000
Thereafter $400,000,000"
K. AMENDMENT OF SUBSECTION 8.6(j) (LIMITATION ON SALE OF ASSETS).
Subsection 8.6(j) of the Credit Agreement is hereby amended by deleting it in
its entirety and substituting in place thereof the following:
"(j) any Asset Sale contemplated on Schedule 8.6(j), or any other
Asset Sales by RIC Holding or any of its Subsidiaries the Net Cash Proceeds
of which other Asset Sales do not exceed $50,000,000 in the aggregate after
the Effective Date, PROVIDED that (A) in the case of any such Asset Sale
other than the Timberland Sale, an amount equal to 100% of the Net Cash
Proceeds of such Asset Sale LESS the Reinvested Amount is applied in
accordance with subsection 4.4(b)(ii), or (B) in the case of the Timberland
Sale, $400,000,000 in proceeds of such Asset Sale is applied in accordance
with subsection 4.4(b)(ii)."
L. AMENDMENT OF SCHEDULE 8.6(j) (PERMITTED ASSET SALES). Schedule
8.6(j) of the Credit Agreement is hereby amended by inserting at the end of such
Schedule the following:
"6. The Timberland Sale."
M. AMENDMENT OF SUBSECTION 8.7(d) (LIMITATION ON DIVIDENDS).
Subsection 8.7(d) of the Credit Agreement is hereby amended by inserting at the
end thereof the following:
"PROVIDED, FURTHER, that the cash dividends paid in respect of a repurchase
from any single Management Investor shall be limited to $300,000 in any
period of twelve consecutive months and the cash dividends paid
5
in respect of repurchases from Management Investors shall not exceed in the
aggregate during each fiscal year of Holding set forth below the amount set
forth opposite such fiscal year below:
Fiscal Year Amount
----------- ------
1996 $3,000,000
1997 $3,000,000
1998 $4,000,000
1999 and thereafter $5,000,000
N. AMENDMENT OF SUBSECTION 8.8 (LIMITATION ON CAPITAL EXPENDITURES).
Subsection 8.8 of the Credit Agreement is hereby amended by deleting it in its
entirety and substituting in place thereof the following:
"8.8 LIMITATION ON CAPITAL EXPENDITURES. Make or commit to make any
Capital Expenditures (excluding any expenses incurred in connection with
normal replacement and maintenance programs properly charged to current
operations); PROVIDED that RIC Holding and its Subsidiaries may make
Capital Expenditures in an amount not to exceed, for any test period set
forth below, the amount set forth opposite such test period below:
Test Period Ratio
----------- -----
Effective Date - December 31, 1996 $190,000,000
January 1, 1997 - December 31, 1997 $190,000,000
January 1, 1998 - December 31, 1998 $175,000,000
January 1, 1999 - December 31, 1999 $160,000,000
January 1, 2000 - December 31, 2000 $160,000,000
January 1, 2001 - December 31, 2001 $160,000,000
January 1, 2002 - December 31, 2002 $160,000,000
January 1, 2003 - December 31, 2003 $160,000,000
January 1, 2004 - December 31, 2004 $160,000,000"
; PROVIDED that (x) the Capital Expenditures permitted to be made during
any such test period shall be reduced
6
by the aggregate amount spent for acquisitions made during such test period
pursuant to subsection 8.10(ii), (y) up to $50,000,000 of any Capital
Expenditures permitted to be made during any test period and not made
during such test period may be carried over and expended during the next
succeeding test period and (z) up to $25,000,000 of any Capital
Expenditures permitted to be made during any test period and not made
during such test period (to the extent not expended during the next
succeeding test period) may be carried over and expended during the second
succeeding test period."
O. AMENDMENT TO SUBSECTION 8.10 (LIMITATION ON CERTAIN ACQUISITIONS.
The portion of clause (ii) of subsection 8.10 of the Credit Agreement before the
proviso thereto is hereby amended by deleting it in its entirety and
substituting in place thereof the following:
"(ii) both (A) the aggregate consideration paid by RIC Holding and its
Subsidiaries in connection with all such acquisitions made pursuant to this
clause (ii) since the Effective Date does not exceed at any time an amount
equal to $30,000,000 and (B) at the time of any such acquisition RIC
Holding and its Subsidiaries would be permitted to make Capital
Expenditures in an amount equal to the consideration being paid for such
acquisition;"
P. CONDITIONS TO EFFECTIVENESS. (a) The effectiveness of this
Amendment (other than of Sections H, I and J hereof) shall be subject to the
satisfaction of the following conditions precedent:
1. AMENDMENT. The Administrative Agent shall have received
counterparts of this Amendment executed by the Borrower and consented to by
the requisite number of lenders to the Credit Agreement and the Machinery
Credit Agreement for each of the amendments provided for herein.
2. NO DEFAULT. No Default or Event of Default shall have occurred
and be continuing on the Amendment Effective Date (as hereinafter defined)
or after giving effect to this Amendment.
3. CERTIFICATE. The Administrative Agent shall have received a
certificate of the Borrower, dated the
7
Amendment Effective Date, certifying the satisfaction of clause 2 above.
4. REAFFIRMATION OF GUARANTEES. The Administrative Agent shall have
received a reaffirmation of the Holding Guarantee and the Subsidiaries
Guarantee executed by Holding and the Domestic Subsidiaries, respectively,
forms of which are attached hereto as Exhibit A and Exhibit B,
respectively.
(b) The effectiveness of Sections H, I, and J hereof shall be subject
to the satisfaction of the conditions precedent specified in paragraph (a) of
this Section P and the condition precedent that the Timberland Sale shall have
been consummated in accordance with the Timberland Sale Agreement (including the
execution and delivery of the Wood Products Supply Agreement referred to
therein) in all material respects, other than with respect to matters to which
the Administrative Agent has expressly agreed.
Q. AGREEMENTS RELATED TO TIMBERLAND SALE. In connection with the
Timberland Sale, (a) the Parent Borrower hereby irrevocably agrees to make an
optional prepayment of the Revolving Credit Loans in an amount equal to the
excess of the Net Cash Proceeds of the Timberland Sale over the portion of the
Net Cash Proceeds thereof required to be used to prepay the Term Loans, on the
date of such prepayment of the Term Loans, and (b) the Parent Borrower hereby
elects to permit any Lender having a Tranche B Term Loan or Tranche C Term Loan
to decline receipt of its share of any such prepayment as contemplated by
subsection 4.4(f). This paragraph shall constitute notice to the Lenders by the
Parent Borrower and the Administrative Agent as required and contemplated by
subsections 4.4(a) and 4.4(f).
R. REPRESENTATIONS AND WARRANTIES. In order to induce the
Administrative Agent, the Lenders and the Machinery Credit Agreement Lenders to
enter into this Amendment, the Parent Borrower hereby represents and warrants to
the Administrative Agent and the Lenders that the representations and warranties
of the Borrowers contained in the Loan Documents are true and correct in all
material respects on and as of the Amendment Effective Date (after giving effect
hereto) as if made on and as of the Amendment Effective Date (except where such
representations and warranties expressly relate to an earlier date in which case
such representations and warranties were true and
8
correct in all material respects as of such earlier date); PROVIDED that all
references to the "Credit Agreement" in any Loan Document shall be and are
deemed to mean the Credit Agreement as amended hereby.
S. MISCELLANEOUS.
1. EFFECTIVE DATE. As used in this Amendment the term "AMENDMENT
EFFECTIVE DATE" shall mean the date on which all conditions precedent set forth
in paragraph (a) of Section P hereof shall have been satisfied.
2. APPLICABLE LAW AND JURISDICTION. This Amendment has been executed
and delivered in New York, New York, and the rights and obligations of the
parties hereto shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York.
3. COUNTERPARTS. This Amendment may be executed by the parties
hereto in any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
4. FEES AND EXPENSES. The Parent Borrower agrees to pay and
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses in connection with the negotiation, preparation, execution and
delivery of this Amendment, including without limitation the reasonable fees and
expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx.
5. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the Parent Borrower and its successors and assigns, and
upon the Administrative Agent, the Lenders and the Machinery Credit Agreement
Lenders and their successors and assigns. The execution and delivery of this
Amendment by any Lender or Machinery Credit Agreement Lender prior to the
Amendment Effective Date shall be binding upon its successors and assigns and
shall be effective as to any loans or commitments assigned to it after such
execution and delivery.
6. CONTINUING EFFECT. Except as expressly amended hereby, the Credit
Agreement as amended by this Amendment shall continue to be and shall remain in
full force and effect in accordance with its terms. This Amendment shall not
constitute an amendment or waiver of any provision of the Credit Agreement not
expressly referred to herein and shall not be construed as an amendment, waiver
or consent to any action on the part of the Borrowers that would require an
amendment, waiver or
9
consent of the Administrative Agent, the Lenders or the Machinery Credit
Agreement Lenders except as expressly stated herein. Any reference to the
"Credit Agreement" in the Loan Documents or any related documents shall be
deemed to be a reference to the Credit Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
day and year first above written.
RIVERWOOD INTERNATIONAL CORPORATION
By:
-------------------------------------
Title:
THE CHASE MANHATTAN BANK (formerly known
as Chemical Bank), as Administrative
Agent,Swing Line Lender, Issuing
Lender and Lender
By:
-------------------------------------
Title:
CONSENTED TO:
ACADIA PARTNERS, L.P.
By: Acadia FW Partners, L.P.
as General Partner of Acadia
Partners, L.P.
By: Acadia MGP, Inc. as
Managing General
Partner of the General
Partner
By:
-------------------------
Title:
10
AERIES FINANCE LTD.
By:
---------------------------
Title:
ARAB AMERICAN BANK
By:
---------------------------
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
---------------------------
Title:
By:
---------------------------
Title:
BANCO ESPIRITO SANTO e COMERCIAL
de LISBOA, NASSAU BRANCH
By:
---------------------------
Title:
By:
---------------------------
Title:
BANK OF AMERICA ILLINOIS
By:
---------------------------
Title:
11
BANK OF MONTREAL
By:
---------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
---------------------------
Title:
BANK OF TOKYO-MITSUBISHI, LTD.
By:
---------------------------
Title:
THE BANK OF NEW YORK
By:
---------------------------
Title:
BANQUE NATIONALE DE PARIS
By:
---------------------------
Title:
By:
---------------------------
Title:
12
BANQUE WORMS CAPITAL CORPORATION
By:
---------------------------
Title:
By:
---------------------------
Title:
BZW DIVISION OF BARCLAYS BANK PLC
By:
---------------------------
Title:
CAPTIVA FINANCE LTD.
By:
---------------------------
Title:
CHL HIGH YIELD LOAN PORTFOLIO,
a unit of The Chase Manhattan Bank
By:
---------------------------
Title:
CIBC INC.
By:
---------------------------
Title:
CERES FINANCE, LTD.
By:
---------------------------
Title:
13
CHRISTIANIA BANK OG KREDITKASSE
By:
---------------------------
Title:
CITIBANK
By:
---------------------------
Title:
CoBANK, ACB
By:
---------------------------
Title: CoBANK, ACB
COMERICA BANK
By:
---------------------------
Title:
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By:
---------------------------
Title:
By:
---------------------------
Title:
CREDIT AGRICOLE
By:
---------------------------
Title:
14
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH
By:
---------------------------
Title:
By:
---------------------------
Title:
CREDITANSTALT-BANKVERIEN
By:
---------------------------
Title:
By:
---------------------------
Title:
CREDIT SUISSE
By:
---------------------------
Title:
By:
---------------------------
Title:
DLJ CAPITAL FUNDING, INC.
By:
---------------------------
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
---------------------------
Title:
15
FIRSTRUST BANK
By:
---------------------------
Title:
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By:
---------------------------
Title:
THE FUJI BANK, LIMITED,
ATLANTA AGENCY
By:
---------------------------
Title:
XXXXXXX XXXXX CREDIT PARTNERS
By:
---------------------------
Title:
HIBERNIA NATIONAL BANK
By:
---------------------------
Title:
IMPERIAL BANK
By:
---------------------------
Title:
INDOSUEZ CAPITAL FUNDING II, LTD.
By:
---------------------------
Title:
16
ING CAPITAL CORPORATION
By:
---------------------------
Title:
ING CAPITAL ADVISORS, INC.
By:
---------------------------
Title:
KEYPORT LIFE INSURANCE COMPANY
By:
---------------------------
Title:
MEDICAL LIABILITY MUTUAL INSURANCE COMPANY
By:
---------------------------
Title:
MELLON BANK, N.A.
By:
---------------------------
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By:
---------------------------
Title:
17
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
---------------------------
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX
By:
---------------------------
Title:
MIDLAND BANK PLC, NEW YORK BRANCH
By:
---------------------------
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
---------------------------
Title:
XXXXXX GUARANTY TRUST CO.
By:
---------------------------
Title:
XXXXXX XXXXXXX SENIOR FUNDING INC.
By:
---------------------------
Title:
18
NATIONAL BANK OF KUWAIT
By:
---------------------------
Title:
NATIONAL CITY BANK
By:
---------------------------
Title:
NATIONSBANK, N.A.
By:
---------------------------
Title:
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By:
---------------------------
Title:
NEW YORK LIFE INSURANCE
COMPANY
By:
---------------------------
Title:
ORIX USA CORPORATION
By:
---------------------------
Title:
PNC BANK, NATIONAL ASSOCIATION
By:
---------------------------
Title:
00
XXXXXXX XXXXXXX PRIME RATE TRUST
By:
---------------------------
Title:
PROTECTIVE LIFE INSURANCE COMPANY
By:
---------------------------
Title:
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By:
---------------------------
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:
---------------------------
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By:
---------------------------
Title:
SOCIETE GENERALE
By:
---------------------------
Title:
20
SOUTHERN PACIFIC THRIFT & LOAN
ASSOCIATION
By:
---------------------------
Title:
STRATA FUNDING LTD.
By:
---------------------------
Title:
TORONTO DOMINION (TEXAS), INC.
By:
---------------------------
Title:
XXXXX FARGO BANK, N.A.
By:
---------------------------
Title:
THE YASUDA TRUST BANKING COMPANY,
LTD.
By:
---------------------------
Title:
21
EXHIBIT A
REAFFIRMATION OF HOLDING GUARANTEE
The undersigned hereby (i) acknowledges receipt of a copy of, and
hereby consents to the matters set forth in, the foregoing Amendment and (ii)
ratifies and confirms in all respects its obligations under the Holding
Guarantee (as defined in such Amendment).
Dated as of: September __, 1996
RIVERWOOD HOLDING, INC.
By:
--------------------------------
Title:
22
EXHIBIT B
REAFFIRMATION OF SUBSIDIARIES GUARANTEE
The undersigned hereby (i) acknowledge receipt of a copy of, and
hereby consent to the matters set forth in, the foregoing Amendment and (ii)
ratify and confirm in all respects their obligations under the Subsidiaries
Guarantee (as defined in such Amendment).
Dated as of: September __, 1996
NEW RIVER TIMBER, INC.
By:___________________________
Title:
XXXXXX SOUTH COMPANY
By:___________________________
Title:
RIVERWOOD INTERNATIONAL
ENTERPRISES, INC.
By:___________________________
Title:
RIVERWOOD INTERNATIONAL MACHINERY, INC.
By:___________________________
Title:
PINE PIPELINE, INC.
By:___________________________
Title:
23
EXHIBIT B
RIVERWOOD SWEDISH INVESTMENTS, INC.
By:___________________________
Title:
24
