Exhibit 4.3
AMENDMENT No. 6 dated as of June 6, 2001 (this "AMENDMENT"), to the
Credit Agreement, dated as of March 20, 1996, as amended (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, 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 and the Lenders agree to amend (a) subsections 1.1, 8.2(b), 8.4(m) and
8.14 of the Credit Agreement in connection with a possible issuance by the
Parent Borrower of unsecured senior notes in a private placement under Rule 144A
under the Securities Act of 1933, as amended, and (b) the financial covenant in
subsection 8.1(c) of the Credit Agreement; and
WHEREAS, the Administrative Agent and the Lenders are willing to
agree to the requested amendments and waiver 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. AMENDMENTS OF SUBSECTION 1.1 (DEFINED TERMS). (i) Subsection 1.1 of the
Credit Agreement is hereby amended by adding the following new definitions, to
appear in alphabetical order:
"2001 SENIOR NOTE INDENTURE": the indenture to be dated as of a date
on or about the date of the issuance by the Parent Borrower of the 2001
Senior Notes, as the same may be amended, supplemented, waived or
otherwise modified from time to time in accordance with subsection 8.14 to
the extent applicable.
"2001 SENIOR NOTES": unsecured senior notes of the Parent Borrower
issued in 2001 or thereafter and having terms and conditions substantially
similar to the terms and conditions applicable to the 1997 Senior Notes
(including a scheduled maturity date not earlier than August 1, 2007) as
the same may be exchanged as provided in the 2001 Senior Note Indenture
for substantially similar unsecured senior notes that have been registered
under the Securities Act and as the same or such substantially similar
unsecured senior notes may be amended, supplemented, waived or otherwise
modified from time to time in accordance with subsection 8.14 to the
extent applicable.
(ii) Clause (v) of the definition of "Change of Control" in
subsection 1.1 of the Credit Agreement is hereby amended by deleting it in its
entirety and substituting in place thereof the following:
"(v) a "Change of Control" as defined in the Senior Note Indenture, the
Senior Subordinated Note Indenture, the 1997 Senior Note Indenture or the
2001 Senior Note Indenture;"
C. AMENDMENT OF SUBSECTION 8.1(c) (MAINTENANCE OF MINIMUM EBITDA).
Subsection 8.1(c) of the Credit Agreement is hereby amended by deleting the
following test periods and the corresponding amounts:
"December 31, 2000 - December 30, 2001 $290,000,000
December 31, 2001 - December 30, 2002 $300,000,000
December 31, 2002 - December 30, 2003 $315,000,000
Thereafter $340,000,000"
and substituting in place thereof the following:
"December 31, 2000 - June 29, 2001 $290,000,000
June 30, 2001 - December 31, 2001 $275,000,000
January 1, 2002 - December 30, 2002 $300,000,000
December 31, 2002 - December 30, 2003 $315,000,000
Thereafter $340,000,000"
D. AMENDMENT OF SUBSECTION 8.2(b) (LIMITATION ON INDEBTEDNESS). Subsection
8.2(b) of the Credit Agreement is hereby amended by deleting it in its entirety
and substituting in place thereof the following:
"(b) Indebtedness evidenced by the Existing Notes that are
outstanding as of the Effective Date, the Senior Subordinated Notes, the
Senior Notes, the 1997 Senior Notes and the 2001 Senior Notes; PROVIDED
that (i) in the case of the Senior Subordinated Notes, the Senior Notes,
the 1997 Senior Notes and the 2001 Senior Notes, such Indebtedness shall
not be extended, renewed, replaced, refinanced or otherwise amended,
except, in the case of amendments, as otherwise permitted by subsection
8.14(c), and (ii) in the case of the 2001 Senior Notes, the Net Cash
Proceeds thereof shall be used to make a prepayment of the Loans as
provided in subsection 4.4(b)."
E. AMENDMENT OF SUBSECTION 8.4(m) (LIMITATION ON GUARANTEE OBLIGATIONS).
Subsection 8.4(m) of the Credit Agreement is hereby amended by deleting it in
its entirety and substituting in place thereof the following:
"(m) Guarantees by Subsidiaries of RIC Holding set forth in the
Senior Notes, and the Senior Note Documents, the Senior Subordinated Notes
and the Senior Subordinated Note Documents, the 1997 Senior Notes and the
1997 Senior Note Indenture and the 2001 Senior Notes and the 2001 Senior
Note Indenture, which in the case of the Senior Subordinated Notes and the
Senior Subordinated Note Documents are subordinated as provided therein;"
F. AMENDMENT OF SUBSECTION 8.14 (LIMITATION ON OPTIONAL PAYMENTS AND
MODIFICATIONS OF DEBT INSTRUMENTS AND OTHER DOCUMENTS). Subsection 8.14 of the
Credit Agreement is hereby amended by deleting it in its entirety and
substituting in place thereof the following:
"8.14. LIMITATION ON OPTIONAL PAYMENTS AND MODIFICATIONS OF DEBT
INSTRUMENTS AND OTHER DOCUMENTS. (a) Make any optional payment or
prepayment on or repurchase or redemption of any Senior Notes, Senior
Subordinated Notes, 1997 Senior Notes or 2001 Senior Notes (other than as
provided in the definition thereof), including, without limitation, any
payments on account of, or for a sinking or other analogous fund for, the
repurchase, redemption, defeasance or other acquisition thereof, except
mandatory payments of principal, interest, fees and expenses required by
the terms of the Senior Notes and the Senior Note Indenture, the Senior
Subordinated Notes and the Senior Subordinated Note Indenture, the 1997
Senior Notes and the 1997 Senior Note Indenture or the 2001 Senior Notes
and the 2001 Senior Note Indenture, as the case may be (and, in the case
of the Senior Subordinated Notes and the Senior Subordinated Note
Indenture, only to the extent permitted under the subordination provisions
applicable thereto).
(b) In the event of the occurrence of a Change of Control, repurchase
the Senior Notes, the Senior Subordinated Notes, the 1997 Senior Notes,
the 2001 Senior Notes or any portion thereof, unless the Parent Borrower
shall have (i) made payment in full of the Loans, all Reimbursement
Obligations and any other amounts then due and owing to any Lender or the
Administrative Agent hereunder and under any Note and cash collateralized
the L/C Obligations on terms reasonably satisfactory to the Administrative
Agent or (ii) made an offer to pay the Loans, all Reimbursement
Obligations and any amounts then due and owing to each Lender and the
Administrative Agent hereunder and under any Note and to cash
collateralize the L/C Obligations in respect of each Lender and shall have
made payment in full thereof to each such Lender or the Administrative
Agent which has accepted such offer and cash collateralized the L/C
Obligations in respect of each such Lender which has accepted such offer.
(c) Amend, supplement, waive or otherwise modify any of the
provisions of any of the Senior Notes, the Senior Note Indenture, the
Senior Subordinated Notes, the Senior Subordinated Note Indenture, the
1997 Senior Notes, the 1997 Senior Note Indenture, the 2001 Senior Notes
or the 2001 Senior Note Indenture:
(i) which amends or modifies the subordination provisions
contained in the Senior Subordinated Notes and the Senior
Subordinated Note Indenture;
(ii) which shortens the fixed maturity or increases the
principal amount of, or increases the rate or shortens the time of
payment of interest on, or increases the amount or shortens the time
of payment of any principal or premium payable whether at maturity,
at a date fixed for prepayment or by acceleration or otherwise of the
Indebtedness evidenced by the Senior Notes, the Senior Subordinated
Notes, the 1997 Senior Notes or the 2001 Senior Notes, or increases
the amount of, or accelerates the time of payment of, any fees or
other amounts payable in connection therewith;
(iii) which relates to any material affirmative or negative
covenants or any events of default or remedies thereunder and the
effect of which is to subject RIC Holding or any of its Subsidiaries,
to any more onerous or more restrictive provisions; or
(iv) which otherwise adversely affects the interests of the
Lenders as senior creditors with respect to the Senior Subordinated
Notes or the interests of the Lenders under this Agreement or any
other Loan Document in any material respect.
(d) Amend, supplement or otherwise modify any of the provisions of
any of the Merger Documents in a manner which adversely affects the
Lenders in any material respect."
G. 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 Required Lenders under the Credit Agreement.
2. NO DEFAULT. No Default or Event of Default shall have occurred and
be continuing on the Amendment Effective Date (as hereinafter defined) or
after giving effect to this Amendment.
3. REAFFIRMATION OF GUARANTEES. The Administrative Agent shall have
received a reaffirmation of the Holding Guarantee, the RIC Holding
Guarantee and the Subsidiaries Guarantee executed by Holding, RIC Holding
and the Domestic Subsidiaries, respectively, forms of which are attached
hereto as Exhibit A, Exhibit B and Exhibit C, respectively.
H. REPRESENTATIONS AND WARRANTIES. In order to induce the Administrative
Agent and the Lenders to enter into this Amendment, the Parent Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that the
representations and warranties of the Borrowers contained in the Loan Documents
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 any Loan Document shall be and
are deemed to mean the Credit Agreement as amended hereby.
I. MISCELLANEOUS.
1. EFFECTIVE DATE. As used in this Amendment the term "AMENDMENT
EFFECTIVE DATE" shall mean the date on which all conditions precedent set
forth in Section G 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.
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 and the Lenders and their
successors and assigns. The execution and delivery of this Amendment by
any Lender prior to the Amendment Effective Date shall be binding upon its
successors and assigns and shall be effective as to any loans or
commitments assigned to it after such execution and delivery.
6. CONTINUING EFFECT. Except as expressly amended 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 or the 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.
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,
as Administrative Agent, Swing Line Lender,
Issuing Lender and Lender
By:
----------------------------------------
Title:
CONSENTED TO:
Name of Financial Institution:
------------------------------------
By:
---------------------------------
Title:
EXHIBIT A
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: June __, 2001
RIVERWOOD HOLDING, INC.
By:
----------------------------
Title:
EXHIBIT B
REAFFIRMATION OF RIC 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 RIC Holding
Guarantee (as defined in such Amendment).
Dated as of: June __, 2001
RIC HOLDING, INC.
By:
----------------------------
Title:
EXHIBIT C
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: June __, 2001
XXXXXX SOUTH COMPANY
By:
---------------------------------------------
Title:
RIVERWOOD INTERNATIONAL
ENTERPRISES, INC.
By:
---------------------------------------------
Title:
RIVERWOOD INTERNATIONAL MACHINERY, INC.
By:
---------------------------------------------
Title:
