Exhibit 4.1
SECOND AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT"), dated as of March 31, 1997, is entered into among Crown Pacific
Limited Partnership, a Delaware limited partnership (the "COMPANY"), the several
financial institutions from time to time party to the Credit Agreement referred
to below (collectively, the "BANKS"; individually, a "BANK"), Bank of America
National Trust and Savings Association, as agent for the Banks (in such
capacity, the "AGENT"), and ABN AMRO Bank, N.V. and Societe Generale, as
co-agents for the Banks (in such capacity, the "CO-AGENTS").
RECITALS
WHEREAS, the Company, the Banks, the Co-Agents and the Agent are parties to
an Amended and Restated Credit Agreement dated as of July 31, 1996 (as amended
by First Amendment to the Amended and Restated Credit Agreement dated as of
October 15, 1996, the "CREDIT AGREEMENT"), pursuant to which the Banks have
extended certain credit facilities to the Company;
WHEREAS, the Company, the Banks, the Co-Agents and the Agent now hereby
wish to amend the Credit Agreement in certain respects, all as set forth in
greater detail below;
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
AGREEMENT
1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings assigned to them in the Credit Agreement.
2. AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT. Section 1.1 of the
Credit Agreement is hereby amended as follows:
(a) The definition of "APPLICABLE MARGIN" is hereby amended by
(i) deleting the Applicable Margin table set forth therein, and
inserting in its stead the following Applicable Margin table:
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Total Debt to Cash Flow Ratio at
End of Fiscal Quarter Applicable Margin
--------------------- -----------------
Offshore Base
Rate Loans Rate Loans
---------- ----------
Less than or equal to 2.50 to 1.00 0.6250% 0.0000%
Greater than 2.50 to 1.00 but less 0.7500% 0.0000%
than or equal to 3.00 to 1.00
Greater than 3.00 to 1.00, but less 1.0000% 0.0000%
than or equal to 3.50 to 1.00
Greater than 3.50 to 1.00, but less 1.2500% 0.2500%
than or equal to 4.00 to 1.00
Greater than 4.00 to 1.00 1.7500% 0.7500%
AND
(ii) deleting the clause "thus, if the Applicable Margin had
previously been 1.5% for Offshore Rate Loans and 0.5% for Base Rate
Loans, a failure to deliver quarterly financials by the first day of
the next fiscal quarter would cause the Applicable Margin to be 2.0%
and 1.0%, respectively, until such delivery," and by inserting in its
stead the clause "thus, if the Applicable Margin had previously been
1.25% for Offshore Rate Loans and 0.25% for Base Rate Loans, a failure
to deliver quarterly financials by the first day of the next fiscal
quarter would cause the Applicable Margin to be 1.75% and 0.75%,
respectively, until such delivery."
(b) The definition of "COMMITMENT FEE PERCENTAGE" is hereby amended by
(i) deleting the Commitment Fee table set forth therein, and
inserting in its stead the following Commitment Fee table:
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Total Debt to Cash Flow Ratio
at End of Fiscal Quarter Commitment Fee
------------------------ --------------
Less than or equal to 2.50 to 1.00 0.225%
Greater than 2.50 to 1.00 but less than or 0.250%
equal to 3.00 to 1.00
Greater than 3.00 to 1.00, but less than or 0.300%
equal to 3.50 to 1.00
Greater than 3.50 to 1.00, but less than or 0.350%
equal to 4.00 to 1.00
Greater than 4.00 to 1.00 0.450%
AND
(ii) deleting the clause "thus, if the Commitment Fee Percentage
had previously been 0.45%, a failure to deliver quarterly financials
by the first day of the next fiscal quarter would cause the Commitment
Fee Percentage to be 0.50% until such delivery," and by inserting in
its stead the clause "thus, if the Commitment Fee Percentage had
previously been 0.350%, a failure to deliver quarterly financials by
the first day of the next fiscal quarter would cause the Commitment
Fee Percentage to be 0.450% until such delivery."
3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and
warrants to the Agent, the Co-Agents and the Banks 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 have been duly authorized by all necessary partnership and 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
Authority) in order to be effective and enforceable. The Credit Agreement as
amended by this Amendment constitutes the legal, valid and binding obligations
of the Company, enforceable against the Company 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 as though made on and as of the date
hereof (except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true and correct as of such
earlier date).
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(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, any
of the Co-Agents, any Banks or any other Person.
4. EFFECTIVE DATE. This Amendment will become effective on the date that
the Agent has received from the Company and each of the Banks a duly executed
original of this Amendment.
5. RESERVATION OF RIGHTS. The Company acknowledges and agrees that the
execution and delivery by the Agent and the Banks of this Amendment shall not be
deemed to create a course of dealing or otherwise obligate the Agent or the
Banks to forbear or execute similar amendments 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 and in the other Loan Documents to the 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.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto 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 California; provided, however, that the Agent and
the Banks shall retain all rights arising under federal law.
(d) This Amendment may be executed in any number of counterparts, each
of which when so executed shall be deemed an original, and all such counterparts
taken together shall be deemed to 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.
(f) If any term of 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.
(g) The Company covenants to pay to or reimburse the Agent, upon
demand, for all costs and expenses (including allocated costs of in-house
counsel) incurred in connection with the development, preparation, negotiation,
execution and delivery of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their duly authorized officers as of the date
first above written.
CROWN PACIFIC LIMITED PARTNERSHIP, a
Delaware limited partnership
By: CROWN PACIFIC MANAGEMENT
LIMITED PARTNERSHIP, a Delaware
limited partnership,
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Title: Vice President and Chief
----------------------------
Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By: /s/
---------------------------------
Title: Vice President
---------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Xxxxxxx Xxxxx
Title: Managing Director
---------------------------------
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ABN AMRO BANK N.V., as Co-Agent and as a
Bank
By: /s/ Xxxxx XxXxxxxx
----------------------------
Xxxxx XxXxxxxx
Title: Vice President
----------------------------
By: /s/ Xxxx X. Xxxxx
----------------------------
Xxxx X. Xxxxx
Title: Vice President-Trade Finance
----------------------------
SOCIETE GENERALE, as Co-Agent and as a
Bank
By: /s/ J. Xxxxxx Xxxxx
---------------------------------
J. Xxxxxx Xxxxx
Title: Regional Manager
---------------------------------
BANK OF MONTREAL
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx
Title: Managing Director
---------------------------------
THE BANK OF NOVA SCOTIA
By: /s/
---------------------------------
Title: Officer
---------------------------------
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BANQUE PARIBAS
By: /s/
---------------------------------
Title: Vice President
---------------------------------
By: /s/ Xxx X. Xxxxxxx
---------------------------------
Title: Group Vice President
---------------------------------
UNION BANK OF CALIFORNIA, N.A.
By: /s/
---------------------------------
Title: Vice President
---------------------------------
KEY BANK OF WASHINGTON
By: /s/
---------------------------------
Title: Senior Vice President
---------------------------------
XXXXX FARGO BANK, N.A.
By: /s/
---------------------------------
Title: Officer
---------------------------------
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