AMENDMENT NO. 1
TO
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Amendment") is entered into as of this 3rd day of June, 1998, by and
between PLAINWELL INC., a Delaware corporation ("Borrower"), SANWA BUSINESS
CREDIT CORPORATION, a Delaware corporation ("Agent"), for itself as a Lender and
as Agent for Lenders, and LASALLE NATIONAL BANK, as Lender. Unless otherwise
specified herein, capitalized terms used in this Amendment shall have the
meanings ascribed to them in the Loan Agreement (as hereinafter defined).
RECITALS
WHEREAS, Borrower, Agent and Lenders have entered into that certain Amended
and Restated Loan and Security Agreement, dated as of March 6, 1998 (as further
amended, supplemented, restated or otherwise modified from time to time, the
"Loan Agreement"); and
WHEREAS, Borrower has requested that Agent and Lenders enter into certain
amendments to the Loan Agreement; and
WHEREAS, Agent and Lenders have agreed to enter into certain amendments to
the Loan Agreement upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:
SECTION 1. Definitions. The definitions of "Fixed Charges", "Funded Debt",
"Leverage Ratio" and "Subordinated Notes" shall be amended to read in their
entirety as follows:
"Fixed Charges" shall mean, for any fiscal period, determined for the
Borrower and its Subsidiaries on a consolidated basis, scheduled principal
payments on its Indebtedness plus interest expenses accrued, in each case,
during such period.
"Funded Debt" shall mean, with respect to any Person, all Indebtedness for
borrowed money evidenced by notes, bonds, debentures, or similar evidences
of Indebtedness and which by its terms matures more than one year from, or
is directly or indirectly renewable or extendible at such Person's option
under a revolving credit or similar agreement obligating
the lender or lenders to extend credit over a period of more than one year
from the date of creation thereof, and specifically including Capital Lease
Obligations, current maturities of long-term debt, revolving credit and
short-term debt extendible beyond one year at the option of the debtor, and
also including, in the case of Borrower, without duplication, the
Obligations, including the Eau Claire L/C Liability and Lender Guaranty
Liabilities, and Guaranteed Indebtedness consisting of guaranties of Funded
Debt of other Persons.
"Leverage Ratio" shall mean, for Borrower on a consolidated basis, as of
the last day of any Fiscal Quarter, the ratio of (i) Funded Debt less
Subordinated Debt and less Unrestricted Cash to (ii) EBITDA for the
trailing twelve months (or shorter period if specified) then ended.
"Subordinated Notes" shall mean $130,000,000 principal amount of 11% Senior
Subordinated Notes due 2008.
SECTION 2. Financial Covenants. The financial covenants set forth in
subsections 7.11 and 7.12 of the Loan Agreement are amended to read in their
entirety as follows:
7.11. Fixed Charge Coverage Ratio.
The Borrower shall maintain a Fixed Charge Coverage Ratio measured as
of the last day of each Fiscal Quarter for the trailing twelve months then
ended (or for each Fiscal Quarter ending on or prior to March 31, 1999 for
the period commencing on the Closing Date and ending on the last day of
such Fiscal Quarter) equal to or greater than the respective Fixed Charge
Coverage Ratios set forth below:
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Measurement Fixed Charge
Period Ending: Coverage Ratio:
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June 30, 1998 1.0 to 1.0
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September 30, 1998 1.0 to 1.0
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December 31, 1998 1.0 to 1.0
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March 31, 1999 1.0 to 1.0
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June 30, 1999 1.0 to 1.0
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September 30, 1999 1.0 to 1.0
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December 31, 1999 1.0 to 1.0
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March 31, 2000 1.1 to 1.0
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June 30, 2000 1.15 to 1.0
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September 30, 2000 1.15 to 1.0
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December 31, 2000 and the last day of 1.25 to 1.0
each Fiscal Quarter thereafter
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7.12. Leverage Ratio.
The Borrower shall maintain a Leverage Ratio of not more than 2.0 to
1.0 measured as of the last day of each Fiscal Quarter for the trailing
twelve months then ended (or for each Fiscal Quarter ending on or prior to
March 31, 1999 for the period commencing on the Closing Date and ending on
the last day of such Fiscal Quarter).
SECTION 3. Representations And Warranties Of Borrower. Borrower represents
and warrants that:
(a) the execution, delivery and performance by Borrower of this
Amendment have been duly authorized by all necessary corporate action and
this Amendment is a legal, valid and binding obligation of Borrower
enforceable against Borrower in accordance with its terms, except as the
enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforcement is sought in a proceeding in equity
or at law);
(b) each of the representations and warranties contained in the Loan
Agreement is true and correct in all material respects on and as of the
date hereof as if made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date;
(c) neither the execution, delivery and performance of this Amendment
nor the consummation of the transactions contemplated hereby does or shall
contravene, result in a breach of, or violate (i) any provision of
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Borrower's certificate or articles of incorporation or bylaws, (ii) any law
or regulation, or any order or decree of any court or government
instrumentality, or (iii) any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which Borrower is a party or by which
Borrower or any of its property is bound, except in any such case to the
extent such conflict or breach has been waived by a written waiver
document, a copy of which has been delivered to Agent on or before the date
hereof; and
(d) after giving effect to this Amendment, no Default or Event of
Default shall have occurred and be continuing under the Loan Agreement.
SECTION 4. Condition To Effectiveness. This Amendment shall be effective
upon satisfaction of the following conditions precedent:
(a) Execution and delivery of this Amendment by the parties hereto.
(b) The representations and warranties contained herein shall be true
and correct in all respects.
SECTION 5. Reference To And Effect Upon The Loan Agreement.
(a) Except as specifically amended above, the Loan Agreement and the
other Financing Agreements shall remain in full force and effect and are
hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of Agent or any
Lender under the Loan Agreement or any Financing Agreement, nor constitute
a waiver of any provision of the Loan Agreement or any Financing Agreement,
except as specifically set forth herein. Upon the effectiveness of this
Amendment, each reference in the Loan Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of similar import shall mean and
be a reference to the Loan Agreement as amended hereby.
SECTION 6. Costs And Expenses. Borrower agrees to reimburse Agent for all
fees, costs and expenses, including the fees, costs and expenses of counsel or
other advisors for advice, assistance, or other representation in connection
with this Amendment.
SECTION 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS.
SECTION 8. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
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SECTION 9. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto hereupon set their hands as of the
date first written above.
PLAINWELL INC.
By: /s/Xxxxxx X. Xxxxxxxxxx
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Title: Executive Vice President and
Chief Executive Officer
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SANWA BUSINESS CREDIT CORPORATION
By: /s/Xxxxxxxx X. Xxxxxx
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Title: Vice President
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LaSALLE NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Vice President
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