Exhibit 4.5
EXECUTION COPY
AMENDMENT No. 3, dated as of November 4, 1996 (this "Amendment"), to
the Credit Agreement, dated as of March 20, 1996, as hereby or hereafter
amended, supplemented or otherwise modified, 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
subsection 8.7(d) of the Credit Agreement; and
WHEREAS, the Administrative Agent, the Lenders and the Machinery
Credit Agreement Lenders are willing to agree to the requested amendment but
only 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 8.7(d) (Limitation on Dividends).
Subsection 8.7(d) of the Credit Agreement is hereby amended by deleting the last
proviso contained therein (which proviso was added in Amendment No.2, dated as
of September 17, 1996) in its entirety and substituting in place thereof the
following:
"provided, further, that the cash dividends paid 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 $4,000,000
1997 $4,000,000
1998 $5,000,000
1999 and thereafter $6,000,000
2
C. Conditions to Effectiveness. The effectiveness of this Amendment
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 Parent Borrower and
consented to by the Combined Required Lenders.
2. 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.
D. 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 such
lenders as follows:
The representations and warranties of the Parent Borrower contained
in Section 5 of the Credit Agreement 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 correct in all material
respects as of such earlier date); provided that all references to the "Credit
Agreement" in such Section 5 shall be and are deemed to mean this Amendment as
well as the Credit Agreement as amended hereby.
E. Miscellaneous.
1. Effective Date. As used in this Amendment the term "Amendment
Effective Date" shall mean the date on which all conditions precedent pursuant
to Section C 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.
3
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 shall be binding upon its successors and assigns.
6. Continuing Effect. Except as expressly amended and waived 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 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.
4
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:
AERIES FINANCE LTD.
By:_______________________________
Title:
ARAB AMERICAN BANK
By:_______________________________
Title:
5
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:
BANK OF MONTREAL
By:________________________________
Title:
THE BANK OF NOVA SCOTIA
By:________________________________
Title:
BANK OF TOKYO-MITSUBISHI, LTD.
By:________________________________
Title:
0
XXX XXXX XX XXX XXXX
By:________________________________
Title:
BANQUE NATIONALE DE PARIS
By:________________________________
Title:
By:________________________________
Title:
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:
7
CIBC INC.
By:________________________________
Title:
CERES FINANCE, LTD.
By:________________________________
Title:
CHRISTIANIA BANK OG KREDITKASSE
By:________________________________
Title:
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:
8
CREDIT AGRICOLE
By:________________________________
Title:
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:
9
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: Indosuez Capital, as Portfolio Advisor
By:________________________________
Title:
10
ING CAPITAL CORPORATION
By:________________________________
Title:
ING CAPITAL ADVISORS, INC.
By:________________________________
Title:
KEYPORT LIFE INSURANCE COMPANY
By: Chancellor Senior Management, Inc.
as Portfolio Advisor
By:________________________________
Title:
MEDICAL LIABILITY MUTUAL INSURANCE COMPANY
By: Chancellor Senior Secured Management, Inc.
as Investment Manager
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:
11
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:________________________________
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
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:
NATIONAL BANK OF KUWAIT
By:________________________________
Title:
12
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:
PILGRIM AMERICA PRIME RATE TRUST
By:________________________________
Title:
13
PROTECTIVE LIFE INSURANCE COMPANY
By:________________________________
Title:
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By: Chancellor Senior Management, Inc.
as Portfolio Advisor
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:
SOUTHERN PACIFIC THRIFT & LOAN
ASSOCIATION
By:________________________________
Title:
STRATA FUNDING LTD.
By:________________________________
Title:
00
XXXXXXX XXXXXXXX (XXXXX), INC.
By:________________________________
Title:
XXXXX FARGO BANK, N.A.
By:________________________________
Title:
THE YASUDA TRUST BANKING COMPANY,
LTD.
By:________________________________
Title:
15
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: November __, 1996
RIVERWOOD HOLDING, INC.
By: _________________________
Title:
16
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: November __, 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:
00
XXXXXXXXX XXXXXXX XXXXXXXXXXX,
INC.
By:___________________________
Title:
