EXHIBIT 10.54
EXECUTION COPY
AMENDMENT NO. 10 TO CREDIT AGREEMENT
AMENDMENT dated as of February 15, 2000 among CROWN PAPER CO. (the
"Borrower"), CROWN VANTAGE INC., the BANKS listed on the signature pages hereof
(the "Banks") and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
Agent (the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of August 15, 1995 (as amended, the "Agreement");
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
-----------------------
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of Minimum Consolidated Tangible Net Worth.
----------------------------------------------------
Section 5.14 of the Agreement is amended to read in its entirety as follows:
SECTION 5.14. Minimum Consolidated Tangible Net Worth. (a)
---------------------------------------
Consolidated Tangible Net Worth will at no time during any fiscal period set
forth below be less than the amount set forth in the table below opposite such
period; provided that calculations of Consolidated Tangible Net Worth shall
exclude the effect of (x) (i) the aggregate amount of the pretax write-offs with
respect to the stream of lease payments on a co-generation facility at St.
Francisville, up to $17,000,000 in the aggregate, (ii) the aggregate amount of
the pretax December non-recurring charges with respect to environmental
compliance and workers compensation costs, up to $5,000,000 in the aggregate and
(iii) the aggregate amount of the potential pre-tax non-cash asset write-downs,
up to $195,000,000 in the aggregate, in each case as described by the Borrower
to the Banks prior to the date of effectiveness of Amendment No. 6 to this
Agreement dated as of December 11, 1998 among the Borrower, Holdings, the Banks
and the
Administrative Agent and (y) the one-time charges listed on Schedule A
to this Agreement, so long as such charges are incurred after the date of
effectiveness of the Waiver under this Agreement dated as of November 24, 1999
among the Borrower, Holdings, the Banks and the Administrative Agent and on or
prior to December 25, 1999.
Period Amount
--------------------------------------------------------------------------------
From 6/30/98 to but excluding the last $ 50,000,000
day of the first quarter of 1999
fiscal year
--------------------------------------------------------------------------------
Last day of the first quarter of 1999 $ 75,000,000
fiscal year to but excluding the last
day of the second quarter of 1999
fiscal year
--------------------------------------------------------------------------------
Last day of the second quarter of 1999 $ 60,000,000
fiscal year to but excluding the last
day of the third quarter of 1999
fiscal year
--------------------------------------------------------------------------------
Last day of the third quarter of 1999 $ 35,600,000
fiscal year to but excluding the last
day of the fourth quarter of 1999
fiscal year
--------------------------------------------------------------------------------
Last day of the fourth quarter of 1999 $ 25,000,000
fiscal year to and including February
28, 2000
--------------------------------------------------------------------------------
Thereafter $100,000,000
--------------------------------------------------------------------------------
SECTION 3. Limitation on New Extensions of Credit. (a) The Borrower
--------------------------------------
agrees that:
(i) it shall not deliver a Notice of Borrowing or a Notice of Issuance
under the Agreement or otherwise request any Bank (including any Issuing Bank)
to extend any credit to the Borrower under the Agreement if, after giving effect
to the Borrowing requested in any such Notice of Borrowing or the issuance of
any Letter of Credit requested in any such Notice of Issuance (including without
limitation any such Notice pursuant to which the Borrower requests the extension
of the maturity date of an outstanding Letter of Credit), the aggregate
Revolving Credit Outstandings of all the Banks would exceed (x) on any date on
or prior to December 26, 1999, $121,451,748 and
2
(y) on any date thereafter, $131,451,748 and (ii) notwithstanding any provision
of the Agreement (including Sections 2.1, 2.13 and 3.2 thereof), on and after
the date hereof, no Bank (including any Issuing Bank) shall be required to make
any Loan, or issue or participate in any Letter of Credit (including without
limitation any Letter of Credit the maturity of which has been or is proposed to
be extended) if, after giving effect to the making of such Loan or the issuance
or participation in such Letter of Credit, the Revolving Credit Outstandings of
such Bank would exceed such Banks' pro rata share (calculated based on its
Revolving Credit Commitment) of the aggregate Revolving Credit Outstandings
permitted pursuant to clause (i). The parties hereto acknowledge and agree that
nothing in the immediately preceding sentence shall be construed to prohibit the
Borrower from delivering a Notice of Interest Rate Election pursuant to Section
2.14 of the Agreement with respect to any Loan outstanding on the date hereof or
permitted to be made pursuant to the immediately preceding sentence and
continuing or converting such Loan on the terms set forth in such Notice of
Interest Rate Election, subject to the provisions of Section 2.14.
(b) The amendments effected by Section 2 of this Amendment are expressly
conditioned upon compliance by the Borrower with the provisions of subsection
(a) of this Section 3 and shall cease to be in full force and effect upon
failure by the Borrower to comply with the provisions of such subsection.
SECTION 4. Governing Law. This Amendment shall be governed by and
-------------
construed in accordance with the laws of the State of New York.
SECTION 5. Representations of Borrower. The Borrower represents and
----------------------------
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the date of
effectiveness of this Amendment and (ii) after giving effect to this Amendment,
no Default will have occurred and be continuing on such date.
SECTION 6. Reaffirmation of Obligations. The Credit Agreement, as
----------------------------
specifically amended hereby, is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed. The Borrower
confirms that as of the close of business on February 3, 2000, it had requested
that Letters of Credit in an aggregate amount of $8,364,748 be issued under the
Credit Agreement and those Letters of Credit were outstanding on such date. The
Borrower also confirms that as of the close of business on February 3, 2000, it
had requested Loans in an aggregate amount of $198,007,207.80 under the Credit
Agreement and those Loans were outstanding on such date.
SECTION 7. Counterparts; Effectiveness. This Amendment may be signed
---------------------------
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This
3
Amendment shall become effective (subject to Section 3(b)) on the date on which
the Administrative Agent shall have received (i) duly executed counterparts
hereof signed by the Borrower and the Required Banks (or, in the case of any
party as to which an executed counterpart shall not have been received, the
Administrative Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party), and (ii) evidence satisfactory to it that the Borrower has paid in full
all fees and expenses of the Administrative Agent payable pursuant to Section
9.3 of the Credit Agreement with respect to which the Borrower shall have
received any invoice, it being understood that the failure of the Administrative
Agent to have provided invoices with respect to such fees and expenses prior to
the date hereof does not constitute a waiver of, or otherwise affect, the
Administrative Agent's right to reimbursement for such fees and expenses.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
CROWN PAPER CO.
By
--------------------------------------------
Name:
Title:
CROWN VANTAGE INC.
By
--------------------------------------------
Name:
Title:
4
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By
--------------------------------------------
Name:
Title:
THE BANK OF NEW YORK
By
--------------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By
--------------------------------------------
Name:
Title:
BANKERS TRUST COMPANY
By
--------------------------------------------
Name:
Title:
By
--------------------------------------------
Name:
Title:
5
CHRISTIANIA BANK og KREDITKASSE
By
--------------------------------------------
Name:
Title:
By
--------------------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN
BRANCHES
By
--------------------------------------------
Name:
Title:
By
--------------------------------------------
Name:
Title:
FIRST SOURCE FINANCIAL LLP, by
FIRST SOURCE FINANCIAL, INC.,
its Agent/Manager
By
--------------------------------------------
Name:
Title:
6
HSBC BANK USA
By
--------------------------------------------
Name:
Title:
KZH HIGHLAND-2 LLC
By
--------------------------------------------
Name:
Title:
XXXXXXX XXXXX PRIME RATE
PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, LP,
as Investment Advisor
By
--------------------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By
--------------------------------------------
Name:
Title:
NATEXIS BANQUE BFCE
By
--------------------------------------------
Name:
Title:
7
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By
--------------------------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By
--------------------------------------------
Name:
Title:
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By
--------------------------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management LP,
as Collateral Manager
By
--------------------------------------------
Name:
Title:
SOUTHERN PACIFIC BANK
By
--------------------------------------------
Name:
Title:
8
XXX XXXXXX SENIOR INCOME
TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By
--------------------------------------------
Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By
--------------------------------------------
Name:
Title:
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management LP,
as Collateral Manager
By
--------------------------------------------
Name:
Title:
9
PILGRIM PRIME RATE TRUST
By: Pilgrim Investment Inc.,
as its Investment Manager
By
--------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
By
--------------------------------------------
Name:
Title:
BEAR XXXXXXX INVESTMENT
PRODUCTS INC.
By
--------------------------------------------
Name:
Title:
SEQUILS - PILGRIM I LTD
By
--------------------------------------------
Name:
Title:
SRV HIGHLAND INC
By
--------------------------------------------
Name:
Title:
10
XXXXXX GUARANTY TRUST COMPANY,
as Administrative Agent
By
--------------------------------------------
Name:
Title:
11
