EXHIBIT 10.2
L O A N A M E N D M E N T A G R E E M E N T
between
FIBERMARK GMBH (THE "BORROWER")
on the one hand
and
BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT
(hereinafter referred to as "Arranger", "Lender" or "Facility Agent", as the
case may be)
on the other hand
TABLE OF CONTENTS
PAGE
Art. 1 Definitions 3
Art. 2 Amendments 3
Art. 3 Miscellaneous 6
PREAMBLE
WHEREAS, Bayerische Vereinsbank Aktiengesellschaft (now: Bayerische Hypo- und
Vereinsbank Aktiengesellschaft) has granted with a Loan Agreement dated January
7, 1998 a Loan Facility in the amount of DM 54,000,000 (in words: Deutsche Xxxx
fifty four million) to the Borrower for the purpose of financing the acquisition
of Steinbeis Xxxxxxx GmbH; and
WHEREAS, Bayerische Hypo- und Vereinsbank Aktiengesellschaft will provide the
Borrower with a further loan facility in the amount of DM 28,500,000 (in words:
Deutsche Xxxx twentyeight million five hundred thousand) for the purpose of
financing the acquisition of Papierfabrik Lahnstein GmbH; and
WHEREAS, the parties to the aforementioned loan agreements wish to harmonize
certain conditions of these loan agreements;
The parties agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Save as otherwise defined herein, terms defined in the Loan Agreement
shall have the same meaning herein.
1.2 "Loan Agreement" shall mean the loan agreement entered into by the
Borrower and the Lender on January 7, 1998.
ARTICLE 2
AMENDMENTS
With effect of the date of this agreement the Loan Agreement shall be amended as
follows:
2.1 AMENDMENT TO DEFINITIONS
"Leverage Ratio" shall mean the ratio of Net Debt to EBITDA.
"Loan Agreement II" shall mean the loan agreement entered into by the
Borrower and the Lender on or about September 15, 1999.
"Net Debt" shall mean on a consolidated basis of the Group Total Debt
less cash assets ("Schecks, Kassenbestand, Bundesbank- und
Postgiroguthaben, Guthaben bei Kreditinstituten" pursuant to Section
266 Section 2 B.IV. HGB).
2.2 AMENDMENTS TO COVENANTS
In Art. 19.3 (Financial Covenants) of the Loan Agreement item (iii)
shall be substituted by the following wording:
"on December 31, 1999 the Leverage Ratio is not more than 4,5,
and in each calendar year starting on December 31, 2000 not
more than 4."
In Art. 19.4 (Further Undertakings) of the Loan Agreement lit. (e)
shall have the following wording:
(e) "NO MERGER AND SALE OF GROUP COMPANIES
If the Borrower or any member of the Group intends to
merge or consolidate with any other company or Person,
the result of which would (in the opinion of the Majority
Lenders) materially adversely affect the Borrower, it
will inform the Facility Agent in writing and in good
time of such intention explaining if and how such merger
or consolidation might affect the Lenders' risk position.
The Borrower will furthermore inform the Facility Agent
in writing and in good time if it intends to sell or
otherwise dispose of any of its material subsidiaries
which would materially adversely affect the Borrower's
ability to perform its obligations hereunder.
Aforementioned information shall explain if and how these
measures might affect the Lenders' risk position."
In Art. 19.4 (Further Undertakings) of the Loan Agreement lit. (f)
shall have the following wording:
(f) "LIMITATION OF EXPENDITURE ("INVESTITIONSAUSGABEN")
If the Borrower or any member of the Group intends to
make any payments on account of capital expenditure which
are not part of the capital expenditure projection or
other statements prepared in accordance with Art. 19.1
(a) (iii) of this Agreement and which exceed in total the
amount of DM 1,000,000 the Borrower will inform the
Facility Agent prior to such expenditure explaining if
and how the intended expenditure might affect the
Lenders' risk position."
In Art. 19.4 (Further Undertakings) of the Loan Agreement lit. (j)
shall be replaced by the following wording:
(j) "LIMITATION OF INDEBTEDNESS
If the Borrower or any other member of the Group intends
to create any other Indebtedness with any bank or other
financial institution in the amount exceeding DM
10,000,000 the Borrower will inform the Facility Agent in
writing and in good time of such intention explaining if
and how the creation of such other Indebtedness might
affect the Lenders' risk position."
After Art. 19.4 (Further Undertakings) of the Loan Agreement a new Art.
19.5 (Additional Collateral) is inserted with the following wording:
"19. 5 ADDITIONAL COLLATERAL
If any of the measures referred to in Art. 19.4 (e), (f)
and /or (j) of this Agreement when implemented would
affect the risk assessment of the Lenders in respect of
the ability of the Borrower to perform ist obligations
hereunder, the Lenders shall be entitled to demand from
the Borrower additional collateral within 20 (twenty)
Business Days following such demand."
Art. 19.5 (Duration) of the original Loan Agreement shall become new
Art. 19.6 (Duration).
2.3 AMENDMENTS TO EVENTS OF DEFAULT
In Art. 20.1 (Events of Default) of the Loan Agreement lit. (m) shall
be substituted by the following wording:
"at any time as long as 50% (fifty per cent) of the Loan
Facility and the facility under the Loan Agreement II
remain outstanding any dividend payments (excluding
dividend payments which are used to increase the equity
of the Borrower ["Xxxxxx-aus-hol-zuruck-Verfahren"] or
interest payments on shareholder loans are made by the
Borrower; or"
In Art. 20.1 (Events of Default) of the Loan Agreement lit. (n) shall
have the following wording:
"at any time after more than 50% (fifty per cent) of the
Loan Facility and the facility under Loan Agreement II
have been repaid any dividend payments (excluding
dividend payments which are used to increase the equity
of the Borrower ["Xxxxxx-aus-hol-zuruck-Verfahren"] or
interest payments on shareholder loans are made by the
Borrower which are unreasonable in respect of the cash
flow situation and the earning results of the Borrower,
and which would have a material adverse effect on the
Borrower's ability to perform ist obligations under this
Agreement; or"
In Art. 20.1 of the original Loan Agreement lit. (n) shall become new
lit. (o) with the words "OF THE PARENT." being substituted by the words
"OF THE PARENT; OR" and lit. (o) shall become new lit. (p) with the
words "ON THE CLOSING DATE." being substituted by the words "ON THE
CLOSING DATE; OR".
Art. 20.1 (Events of Default) of the Loan Agreement shall be
supplemented by adding the following lit.
"(q) the Borrower fails to provide additional collateral
as set out in Art. 19.5 of this Agreement."
2.4 AMENDMENTS TO RIGHTS AND OBLIGATIONS OF FACILITY AGENT
Art. 21.10 (Information) of the Loan Agreement shall be amended by
adding the following sentence at the end of lit. (a):
"The Facility Agent shall furnish each Lender with a copy of any
information received by it under Art. 19.4 (e), (f) and (j) of this
Agreement (but the Facility Agent shall not be obliged to review or
check the accuracy or completeness thereof)."
ARTICLE 3
MISCELLEANEOUS
Save as provided for herein all other provisions of the Loan Agreement shall
remain unchanged and in full force and effect.
The form and contents of this agreement, as well as the rights and obligations
of the Lenders, the Borrower, the Facility Agent and the Arranger shall be
construed according to the laws of the Federal Republic of Germany in every
respect.
This agreement has been executed in the English language in 3 (three)
counterparts. One copy shall be provided to the Borrower and to each of the
Arranger and Bayerische Hypo- und Vereinsbank Aktiengesellschaft as Lender. Each
executed copy shall have the effect of an original.
September 15, 0000
Xxxxxxxxxx Xxxx- und Vereinsbank Aktiengesellschaft
........................................................
(in its capacity as Arranger, Lender and Facility Agent)
September 15, 1999
FiberMark GmbH
........................................................
