EXHIBIT 10.48
AMENDMENT NO. 6 TO CREDIT AGREEMENT
AMENDMENT dated as of December 11, 1998 among CROWN PAPER CO. (the
"Borrower"), CROWN VANTAGE INC. ("Holdings"), 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 heretofore amended, the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as more fully set
forth below;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms. 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 to the Definition of Consolidated EBITDA. The
definition of "Consolidated EBITDA" set forth in Section 1.1 of the Agreement is
amended to read in its entirety as follows:
" Consolidated EBITDA" means, for any fiscal period, Consolidated EBIT for
such period plus, to the extent deducted in determining Consolidated Net Income
for such period, (i) the aggregate amount of depreciation, amortization, non-
cash incentive compensation expense and other similar non-cash charges, (ii)
solely for any period ended on or prior to December 31, 1997 and solely to the
extent not included in clause (i), the lesser of (x) the aggregate amount of
write-downs, write-offs or reserves with respect to the rebuild of the Number
One Paper Machine at St. Francisville and (y) $2,500,000 and (iii) solely for
any period ended on or prior to December 31, 1998 and solely to the extent not
included in clause (i), (x) the aggregate amount of 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 and (y) the aggregate amount of December non-
recurring charges with respect to environmental compliance and workers
compensation costs, up to $5,000,000 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.
Section 3. Cash Flow Ratio. Section 5.12 of the Agreement is amended to
read in its entirety as follows:
SECTION 5.12. Cash Flow Ratio. As of the last day of each fiscal
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quarter of the Borrower set forth below, the Cash Flow Ratio at such day will
not be less than the ratio set forth below opposite such fiscal quarter:
Fiscal Quarter Ratio
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Fourth quarter of 1998 fiscal year 0.145:1
Thereafter 0.200:1
Section 4. Interest Coverage Ratio. Section 5.13 of the Agreement is
amended to read in its entirety as follows:
SECTION 5.13. Interest Coverage Ratio. As of the last day of each
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fiscal quarter of the Borrower set forth below, the Interest Coverage Ratio at
such day will not be less than the ratio set forth below opposite such fiscal
quarter:
Fiscal Quarter Ratio
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Fourth quarter of 1998 fiscal year 1.50:1
Thereafter 2.50:1
Section 5. Net Worth. Section 5.14 of the Agreement is amended to read
in its entirety as follows:
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SECTION 5.14. Minimum Consolidated Tangible Net Worth. Consolidated
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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
(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:
Period Amount
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6/30/98-12/30/98 $ 50,000,000
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12/31/98-3/30/99 $ 50,000,000
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3/31/99-12/30/99 $ 75,000,000
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Thereafter $100,000,000
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Section 6. Delivery of 1999 Strategic Plan. A new Section 5.26 is added
to the Agreement immediately after Section 5.25 thereof, to read in its entirety
as follows:
SECTION 5.26. 1999 Bankers Meeting. On or prior to February 15, 1999,
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the Borrower shall host a bankers meeting where the Borrower shall discuss with
the Banks the strategic plan for the 1999 fiscal year, which plan shall include
the Borrower's operating and capital expenditure budgets and cash flow forecast
on a quarterly basis for such fiscal year (which shall include a projected
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the last day of each fiscal quarter and the related projected statements of
consolidated income and cash flows for such fiscal quarter and for the portion
of such fiscal year to end at the end of such fiscal quarter).
Section 7. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
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Section 8. 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 Amendment shall become effective as of the date hereof when the
Administrative Agent shall have received (x) 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 (y) for the account of each Bank that has delivered an executed counterpart
hereof (or telegraphic, telex or other written confirmation of execution of a
counterpart hereof) to the Administrative Agent on or prior to December 21,
1998, an amendment fee in such amount as shall have been previously agreed upon
between the Borrower and the Banks.
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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 /s/ R. Xxxx Xxxxxx
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Title: EVP & CFO
CROWN VANTAGE INC.
By /s/ R. Xxxx Xxxxxx
---------------------------------
Title: EVP & CFO
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XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
THE BANK OF NEW YORK
By /s/ Xxxxxx X. Xxxx
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Title: Vice President
CERES FINANCE LTD.
By /s/ Xxxxx Egglishaw
----------------------------------
Title: Director
THE CHASE MANHATTAN BANK
By /s/ Xxxxxx Xxxxxx
----------------------------------
Title: Managing Director
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BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By /s/ Xxxx X. Xxxxxxx
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Title: Senior Vice President
By /s/ Xxxxx X. XxXxxx
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Title: Vice President
CHRISTIANIA BANK og KREDITKASSE
By /s/ Xxxx Xxxxxx Xxxxxxxx
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Title: Senior Vice President
By /s/ Xxxxx X. Xxxxx
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Title: Senior Vice President
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By /s/ Xxxx X. Xxxxxxx
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Title: Assistant Vice President
By /s/ Brigitte Sacin
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Title: Assistant Treasurer
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FIRST SOURCE FINANCIAL LLP, by FIRST SOURCE
FINANCIAL, INC., its Agent/Manager
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Title: Senior Vice President
KZH III LLC
By /s/ Xxxxxxxx Xxxxxx
--------------------------------------
Title: Authorized Agent
KZH HIGHLAND-2 LLC
By /s/ Xxxxxxxx Xxxxxx
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Title: Authorized Agent
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., LOS ANGELES AGENCY
By /s/ Xxxxxx Xxxxxxx
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Title: Deputy General Manager
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MARINE MIDLAND BANK
By /s/ Xxxxx X. XxXxxxx
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Title: Authorized Signatory
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, LP,
as Investment Advisor
By /s/ Xxxxxx X. Xxxxxx
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Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By /s/ Xxxxxx X. Xxxxxx
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Title: Authorized Signatory
NATEXIS BANQUE BFCE
By /s/ Xxxxxx Xxxxxx
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Title: Associate
By /s/ Xxxxxxx X. Xxxxx
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Title: Senior Vice President
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NATIONSBANK, N.A.
By /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Title: Vice President
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By /s/ Xxxxxxx X. Xxxxxx
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Title: Its Authorized Representative
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME
TRUST
By /s/ Xxxxx Xxxxxxx
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Title: Authorized Signatory
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PAMCO CAYMAN LTD.
By: Highland Capital Management LP, as
Collateral Manager
By /s/ Xxxxx Xxxxxxx,
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Title: CFA, CPA
President
Highland Capital
Management L.P.
KEYPORT LIFE INSURANCE COMPANY
By: Xxxxx Xxx & Farnham Incorporated, as
Agent for Keyport Life Insurance Company
By /s/ Xxxxx X. Good
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Title: Vice President & Portfolio
Manager
SOUTHERN PACIFIC BANK
By /s/ Xxxxxxx X. Xxxxxxxxx
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Title: Senior Vice President
STRATA FUNDING LTD.
By /s/ Xxxxx Egglishaw
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Title: Director
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XXX XXXXXX SENIOR INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
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Title: Senior Vice President &
Director
XXX XXXXXX PRIME RATE INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
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Title: Senior Vice President & Director
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management LP, as
Collateral Manager
By /s/ Xxxxx Xxxxxxx
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Title: CFA, CPA
President
Highland Capital
Management X.X.
XXXXXX GUARANTY TRUST COMPANY, as
Administrative Agent and Collateral Agent
By /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
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