Exhibit 4.24
FIRST AMENDMENT TO
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
FIRST AMENDMENT (this "Amendment") dated as of January 25, 2000 to
the Debtor-in-Possession Credit Agreement, dated as of January 18, 2000 (as
amended from time to time, the "Credit Agreement"), among American Pad & Paper
Company of Delaware, Inc. (the "Borrower"), American Pad & Paper Company, WR
Acquisition, Inc., the subsidiary guarantors party thereto, each a debtor and
debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code,
the lenders from time to time party thereto (the "Lenders"), Bankers Trust
Company, as Agent (in such capacity, the "Agent") for the Lenders, First Union
National Bank, as Syndication Agent, and Deutsche Bank Securities Inc., as
Arranger. Capitalized terms used herein and not otherwise defined herein have
the meanings set forth in the Credit Agreement.
R E C I T A L S
WHEREAS, the Borrower has requested that the Lenders amend the
Credit Agreement as set forth herein; and
WHEREAS, the undersigned Lenders are agreeable to such request, but
only on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
SECTION .1. Amendments. Effective as of the date hereof but
subject to the satisfaction of the conditions set forth in Section 2 hereof,
the Credit Agreement is hereby amended as follows:
(a) The last "WHEREAS" clause on Page 2 is amended and restated
as follows:
"WHEREAS, on January 18, 2000, the Bankruptcy Court approved
an interim order authorizing the Borrower to borrow up to
$20,000,000 of Loans from the Lenders (the "First Interim Order")
and on January 25, 2000 the Bankruptcy Court approved a revised
interim order authorizing the Borrower to borrow up to an additional
$15,000,000 of Loans from the Lenders (the "Revised Interim Order"),
in each case on an interim basis pending entry of the Final Order
and on the terms
and conditions set forth in the First Interim Order, the Revised
Interim Order, the Credit Documents and this Agreement."
(b) Section 1.1(a)(vi)(A) is amended by deleting "$20,000,000"
and substituting therefor "$35,000,000."
(c) Section 3.1(a) is amended by deleting "the date of the entry of
the Interim Order" and substituting therefor "January 18, 2000."
(d) Section 7.16 is amended by deleting the phrase "10 days after
the entry of the Interim Order" and substituting therefor "January 28, 2000."
(e) Section 7.19 is amended by deleting the phrase "Within 45 days
after the entry of the Interim Order" and substituting therefor "On or prior to
March 3, 2000."
(f) Section 7.20 is amended by deleting the phrase "Within 45 days
after the entry of the Interim Order" and substituting therefor "On or prior to
March 3, 2000."
(g) Section 7.21 is amended by deleting the phrase "Within
twenty-one days after the entry of the Interim Order" and substituting therefor
"On or prior to February 8, 2000."
(h) Section 7.22 is amended by deleting the phrase "Within 10 days
after the entry of the Interim Order" and substituting therefor "On or prior to
January 28, 2000."
(i) The definition of "Interim Order" in Section 10 is amended
and restated as follows:
"'Interim Order' shall mean, as applicable, (a) the First
Interim Order and (b) the Revised Interim Order, both in form and
substance satisfactory to the Agent and the Required Lenders."
SECTION .2. Conditions to Effectiveness.
This Amendment shall become effective when, and only when (i) the
Agent shall have received counterparts of this Amendment, duly executed by each
Credit Party and the Required Revolving Lenders and (ii) the Revised Interim
Order shall have been approved by the Bankruptcy Court.
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SECTION .3. Representations and Warranties. Each Credit Party
represents and warrants as follows:
(a) Subject to the approval by the Bankruptcy Court of the Revised
Interim Order, the execution, delivery and performance by such Credit Party of
this Amendment and the consummation of the transactions contemplated hereby are
within such Credit Party's corporate powers, have been duly authorized by all
necessary corporate action on the part of such Credit Party, and do not (i)
violate such Credit Party's Certificate of Incorporation or By-Laws, (ii)
contravene any applicable provision of any law, statute, rule or regulation, or
any order, writ, injunction or decree of any court or governmental
instrumentality or (iii) conflict or be inconsistent with, or result in the
breach of, or constitute a default under, any provision of any loan agreement,
indenture, mortgage, deed of trust or any other material agreement to which such
Credit Party is a party or by which it or any of its assets are bound or to
which it may be subject.
(b) Except for the approval by the Bankruptcy Court of the Revised
Interim Order, no order, consent, approval, license, authorization or validation
of, or filing, recording or registration with, or exemption by, any foreign or
domestic governmental or public body or authority, or any subdivision thereof,
is required to authorize or is required in connection with (i) the execution,
delivery and performance by such Credit Party of this Amendment or (ii) the
legality, validity, binding effect or enforceability of this Amendment.
(c) This Amendment has been duly executed and delivered by such
Credit Party and constitutes the legal, valid and binding obligation of such
Credit Party, enforceable against such Credit Party in accordance with its
terms.
(d) No Default or an Event of Default has occurred and is
continuing.
(e) All representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects with the same effect as though made on the date hereof (except for any
representation or warranty which by its terms is made as of a specified date, in
which case such representation or warranty was true and correct as of such
specified date).
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SECTION .4. Reference to and Effect on the Credit Documents.
(a) Upon the effectiveness hereof, each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof" or words of like import
referring to the Credit Agreement, and each reference in the other Credit
Documents to the Credit Agreement, "thereunder," "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended hereby.
(b) Except as specifically provided herein, each Credit Document is
and shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as an amendment to or a
waiver of any right, power or remedy of the Agent or any Lender under any of the
Credit Documents, nor constitute an amendment to or a waiver of any provision of
any of the Credit Documents.
(d) This Amendment shall constitute a Credit Document.
SECTION .5. Costs and Expenses. The Borrower agrees to pay promptly
all reasonable out-of-pocket costs and expenses of the Agent and each Lender in
connection with the preparation, execution and delivery of this Amendment and
any other instrument or document delivered in connection herewith (including,
without limitation, the reasonable fees and expenses of counsel for the Agent
and each Lender).
SECTION .6. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York and,
to the extent applicable, the Bankruptcy Code.
SECTION .7. Execution in Counterparts; etc. This Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective duly authorized officers as of the date first
above written.
AMERICAN PAD & PAPER COMPANY, as Debtor
and Debtor-in-Possession
By:
----------------------------------------
Name:
Title:
WR ACQUISITION, INC., as Debtor and
Debtor-in-Possession
By:
----------------------------------------
Name:
Title:
AMERICAN PAD & PAPER COMPANY OF DELAWARE,
INC., as Debtor and Debtor-in-Possession
By:
----------------------------------------
Name:
Title:
AP&P MANUFACTURING, INC., as Debtor and
Debtor-in-Possession
By:
----------------------------------------
Name:
Title:
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AMERICAN PAD & PAPER SALES COMPANY, INC.,
as Debtor and Debtor-in-Possession
By:
----------------------------------------
Name:
Title:
AMERICAN PAD AND PAPER FOREIGN SALES
CORPORATION, as Debtor and
Debtor-in-Possession
By:
----------------------------------------
Name:
Title:
AP&P FINANCING COMPANY, INC., as Debtor
and Debtor-in-Possession
By:
----------------------------------------
Name:
Title:
BANKERS TRUST COMPANY, as Agent and a
Lender
By:
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Name:
Title:
BANK OF AMERICA, N.A.
By:
----------------------------------------
Name:
Title:
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BANK OF SCOTLAND
By:
----------------------------------------
Name:
Title:
BANK ONE TEXAS, N.A.
By:
----------------------------------------
Name:
Title:
XXXX XXXXX MANAGEMENT COMPANY, L.P.
By:
----------------------------------------
Name:
Title:
CIBC INC.
By:
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Name:
Title:
CITIBANK, N.A.
By:
----------------------------------------
Name:
Title:
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ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By:
----------------------------------------
Name:
Title:
By:
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Name:
Title:
FIRST UNION NATIONAL BANK, as Syndication
Agent and a Lender
By:
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Name:
Title:
GUARANTY BUSINESS CREDIT CORPORATION, dba
Fidelity Funding
By:
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Name:
Title:
HCM OFFSHORE TRUST
By:
----------------------------------------
Name:
Title:
XXXXXX COMMERCIAL PAPER INC.
By:
----------------------------------------
Name:
Title:
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XXX CAPITAL FUNDING, L.P.
By: Highland Capital Management,
L.P., as Collateral Manager
By:
----------------------------------------
Name:
Title:
TRI-LINKS INVESTMENT TRUST
By: Wilmington Trust Company,
solely in its capacity as Owner
Trustee
By:
----------------------------------------
Name:
Title:
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