Exhibit 10.2
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment"),
dated as of March 15, 2001, is entered into by and among GEORGIA-
PACIFIC CORPORATION, a Georgia corporation (the "Company"), BANK
OF AMERICA, N.A., as Issuing Bank and administrative agent for
itself and the Lenders (the "Agent"), and the several financial
institutions parties to the Credit Agreement (collectively, the
"Lenders") signatory hereto.
RECITALS
A. The Company, Lenders, and Agent are parties to a Credit
Agreement (Multi-Year Revolving Credit Facility) dated as of
November 3, 2000 (as amended by the First Amendment thereto, the
"Credit Agreement") pursuant to which the Agent and the Lenders
have extended certain credit facilities to the Company.
B. The Company has requested that the Lenders agree to certain
amendments of the Credit Agreement.
C. The Lenders are willing to amend the Credit Agreement,
subject to the terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings, if any, assigned to
them in the Credit Agreement.
2. Amendments to Credit Agreement.
(a) Section 1.01 of the Credit Agreement shall be amended by
deleting clause (a) of the definition of "Indebtedness for
Borrowed Money" therein and replacing such clause with the
following:
(a) all indebtedness of such Person for borrowed
money, excluding the Company's Premium Equity Participating
Security Units, whether or not treated as indebtedness under
GAAP;
(b) Section 2.09 of the Credit Agreement shall be amended by
adding the following sentence at the end of clause (c) thereof:
"Notwithstanding anything herein to the contrary, from the
Effective Date under and as defined in the Second Amendment to
this Agreement through the date (which date shall in no event be
earlier than October 1, 2001) which is the earlier of the
following: (1) three Business Days after delivery to the Agent
of the financial reports pursuant to Sections 8.09(a) and (c) for
the fiscal quarter ending on June 30, 2002, and (2) the date on
which the Company notifies the Agent in writing that it desires
to exercise its Leverage Ratio Replacement Option as set forth in
Section 9.08 hereof, each of the percentages as would apply
pursuant to clauses (a) and (b) above and this clause (c) as the
Applicable Margin for Reference Rate Loans and Offshore Rate
Loans shall be increased by 0.25%. For avoidance of doubt, in
the event that the Company exercises its Leverage Ratio
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Replacement Option, the 0.25% increase in the Applicable Margin
referenced in the preceding sentence shall cease to apply as of
the day after the Company makes such exercise.
(c) The Credit Agreement shall be amended by deleting Section
9.08 thereof in its entirety and replacing such Section with the
following:
9.08 Leverage Ratio.
(a) The Company shall not permit the ratio of (a)
Funded Indebtedness on the last day of any fiscal quarter to
(b) EBITDA for the Measurement Period ending on such date to
be greater than the respective ratios set forth below for
the respective fiscal quarters ending on the dates set forth
below:
Fiscal Quarter End Dates Ratio
March 31, 2001 4.50 to 1.00
June 30, 2001 4.75 to 1.00
September 29, 2001 and 4.50 to 1.00
December 29, 2001
March 30, 2002 4.25 to 1.00
June 29, 2002 and thereafter 4.00 to 1.00
(b) The Company shall not permit the ratio of
(a) Funded Indebtedness on the last day of any fiscal
quarter ending after the Company exercises its Leverage
Ratio Replacement Option to (b) EBITDA for the Measurement
Period ending on such date to be greater than 4.00 to 1.00.
(c) The Company may irrevocably elect to exercise the
option referenced in this Section 9.08 (the "Leverage Ratio
Replacement Option") on any date on or after October 1,
2001, by delivery of written notice to the Agent.
3. Representations and Warranties. The Company hereby
represents and warrants as follows:
(a) No Default or Event of Default has occurred and is
continuing.
(b) The execution, delivery and performance by the Company of
this Amendment (and the execution, delivery and performance by
each of the Principal Subsidiaries party to the Consent described
below of the Consent) have been duly authorized by all necessary
corporate and other action and do not and will not require any
registration with, consent or approval of, notice to or action
by, any Person (including any governmental agency) in order to be
effective and enforceable. The Credit Agreement as amended by
this Amendment constitutes the legal, valid and binding
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obligations of the Company, enforceable against it in accordance
with its respective terms, without defense, counterclaim or
offset, and the Consent constitutes the legal, valid and binding
obligations of the Principal Subsidiaries party thereto,
enforceable against such Person it in accordance with its
respective terms, without defense, counterclaim or offset.
(c) All representations and warranties of the Company contained
in the Credit Agreement are true and correct.
(d) The Company is entering into this Amendment on the basis of
its own investigation and for its own reasons, without reliance
upon the Agent and the Lenders or any other person.
4. Effective Date. This Amendment will become effective on
March 15, 2001 (the "Effective Date") provided that each of the
following conditions precedent has been satisfied:
(a) The Agent has received from the Company and the Required
Lenders a duly executed original or facsimile counterpart of this
Amendment, together with a duly executed original or facsimile
counterpart of the Guarantor Acknowledgment and Consent in the
form attached hereto (the "Consent") (any such facsimiles to be
promptly followed by the originals thereof).
(b) All representations and warranties contained herein are
true and correct as of the Effective Date.
(c) The Company shall have paid to the Agent, for the account
of each Lender that has executed a counterpart of this Amendment and
delivered (by hard copy or facsimile) the same to the Agent or
its counsel by 5:00 p.m. (San Francisco time) the Business Day
before the Effective Date, a nonrefundable amendment fee in an
amount equal to such Lender's Commitment multiplied by 0.125%;
which amounts the Company hereby covenants to pay to the Agent
for the account of such Lenders on demand.
5. Reservation of Rights. The Company acknowledges and agrees
that the execution and delivery by the Agent and the Lenders of
this Amendment shall not be deemed to create a course of dealing
or otherwise obligate the Agent or the Lenders to forbear or
execute similar agreements under the same or similar
circumstances in the future.
6. Miscellaneous.
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full
force and effect and all references therein to such Credit
Agreement shall henceforth refer to the Credit Agreement as
amended by this Amendment. This Amendment shall be deemed
incorporated into, and a part of, the Credit Agreement.
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(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective
successors and assigns. No third party beneficiaries are
intended in connection with this Amendment.
(c) This Amendment shall be governed by and construed in
accordance with the law of the State of New York.
(d) This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all
such counterparts together shall constitute but one and the same
instrument.
(e) This Amendment, together with the Credit Agreement,
contains the entire and exclusive agreement of the parties hereto with
reference to the matters discussed herein and therein. This
Amendment supersedes all prior drafts and communications with
respect thereto. This Amendment may not be amended except in
accordance with the provisions of Section 12.02 of the Credit
Agreement.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision
shall be invalidated without affecting the remaining provisions
of this Amendment or the Credit Agreement, respectively.
Company confirms its obligations under Section 12.04(a) of
the Credit Agreement to reimburse the Agent for all costs and
expenses including reasonable attorneys' fees and expenses
incurred by the Agent in connection with this Amendment.
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IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Amendment as of the date first above
written.
GEORGIA-PACIFIC CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
BANK OF AMERICA, N.A.,
as Agent, Issuing Bank, and as Lender
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Managing Director
XXXXXXX XXXXX CAPITAL CORP,
as Co-Syndication Agent and as Lender
By: /s/ Xxxxxx XxXxxxxxxxxx
Name: Xxxxxx XxXxxxxxxxxx
Title: Vice President
XXXXXX XXXXXXX SENIOR
FUNDING, INC.
as Co-Syndication Agent and as Lender
By: /s/ T. Xxxxxx Xxxxxxx, XX
Name: T. Xxxxxx Xxxxxxx, XX
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxx X. Siegel_
Name: Xxxxx X. Xxxxxx
Title: Vice President
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THE BANK OF TOKYO-MITSUBISHI,
LTD.
By:/s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Attorney-in-Fact
BANK ONE, NA
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Corporate Banking Officer
BNP PARIBAS
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Xxxxx: Managing Director
THE CHASE MANHATTAN BANK
By:/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
CIBC INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Executive Director
CIBC World Markets Corp., As Agent
CITIBANK, N.A.
By: /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
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COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President & Manager
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK, LIMITED
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
DEUTSCHE BANK AG NEW YORK AND/OR
CAYMAN ISLAND BRANCHES
By: /s/ Xxxx-Xxxxx Xxxxxx
Name: Xxxx-Xxxxx Xxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President
DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK AG, CAYMAN
ISLAND BRANCH
By:/s/ X.X. Xxxxxx
Name: X. X. Xxxxxx
Title: S.V.P.
By:/s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
KBC BANK N.V.
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: First Vice President
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Assistant Vice President
THE SANWA BANK, LIMITED, acting
through its New York Branch
By: /s/ X. Xxxxxxx Wu
Name: X. Xxxxxxx Wu
Title: Vice President
THE SUMITOMO BANK, LIMITED
By: /s/ C. Xxxxxxx Xxxxxxx
Name: C. Xxxxxxx Xxxxxxx
Title: Senior Vice President
SUNTRUST BANK
By:/s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: Managing Director
TORONTO-DOMINION (TEXAS), INC.
By:/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
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UBS AG STAMFORD BRANCH
By: /s/ Xxxxxxx X. Saint
Name: Xxxxxxx X. Saint
Title: Associate Director
WACHOVIA BANK, N.A.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: SVP
GUARANTOR ACKNOWLEDGMENT
AND CONSENT
The undersigned, each a guarantor or third party pledgor
with respect to the Company's obligations to the Agent and the
Lenders under the Credit Agreement, each hereby (i) acknowledge
and consent to the execution, delivery and performance by Company
of the foregoing Second Amendment to Credit Agreement
("Amendment"), and (ii) reaffirm and agree that the respective
guaranty, third party pledge or security agreement to which the
undersigned is party and all other documents and agreements
executed and delivered by the undersigned to the Agent and the
Lenders in connection with the Credit Agreement are in full force
and effect, without defense, offset or counterclaim. (Capitalized
terms used herein have the meanings specified in the Amendment.)
UNISOURCE WORLDWIDE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Dated: March 15, 2001 Title: Vice President and Treasurer
Address: c/o Georgia-Pacific Corporation
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Treasurer's Department
Facsimile: 000-000-0000
GREAT NORTHERN NEKOOSA
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Dated: March 15, 2001 Title: Vice President and Treasurer
Address: c/o Georgia-Pacific Corporation
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Treasurer's Department
Facsimile: 000-000-0000
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BRUNSWICK PULP & PAPER
COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
Dated: March 15, 2001 Title: Vice President and Treasurer
Address: c/o Georgia-Pacific Corporation
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Treasurer's Department
Facsimile: 000-000-0000
GEORGIA-PACIFIC WEST, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Dated: March 15, 2001 Title: Vice President and Treasurer
Address: c/o Georgia-Pacific Corporation
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Treasurer's Department
Facsimile: 000-000-0000
G-P GYPSUM CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Dated: March 15, 2001 Title: Vice President and Treasurer
Address: c/o Georgia-Pacific Corporation
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Treasurer's Department
Facsimile: 000-000-0000
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LEAF RIVER FOREST PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Dated: March 15, 2001 Title: Vice President and Treasurer
Address: c/o Georgia-Pacific Corporation
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Treasurer's Department
Facsimile: 000-000-0000
NEKOOSA PACKAGING
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Dated: March 15, 2001 Title: Vice President and Treasurer
Address: c/o Georgia-Pacific Corporation
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Treasurer's Department
Facsimile: 000-000-0000
NEKOOSA PAPERS INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Dated: March 15, 2001 Title: Vice President and Treasurer
Address: c/o Georgia-Pacific Corporation
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Treasurer's Department
Facsimile: 000-000-0000
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FORT XXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Dated: March 15, 2001 Title: Vice President and Treasurer
Address: c/o Georgia-Pacific Corporation
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Treasurer's Department
Facsimile: 000-000-0000
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