1 EXHIBIT 4.19 FIFTH WAIVER AND AMENDMENT FIFTH WAIVER AND AMENDMENT (this "Waiver"), dated as of June 30, 1998, among American Pad & Paper Company ("Holdings"), WR Acquisition, Inc. ("WR Acquisition"), American Pad & Paper Company of Delaware, Inc....
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EXHIBIT 4.19
FIFTH WAIVER AND AMENDMENT
FIFTH WAIVER AND AMENDMENT (this "Waiver"), dated as of June 30, 1998,
among American Pad & Paper Company ("Holdings"), WR Acquisition, Inc. ("WR
Acquisition"), American Pad & Paper Company of Delaware, Inc. (the "Borrower"),
the lending institutions party to the Credit Agreement referred to below (each a
"Bank" and, collectively, the "Banks"), Bank of Tokyo-Mitsubishi Trust Company,
Bank Xxx Xxxxx, X.X., Xxx Xxxx xx Xxxx Xxxxxx and The First National Bank of
Boston, as Co-Agents (the "Co-Agents"), and Bankers Trust Company, as Agent (the
"Agent"). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement.
WITNESSETH:
WHEREAS, Holdings, WR Acquisition, the Borrower, the Banks, the Co-Agents
and the Agent are party to a Credit Agreement, dated as of July 8, 1996 (as
amended, modified and supplemented prior to the date hereof, the "Credit
Agreement"); and
WHEREAS, the Borrower has requested that the Banks provide the Waiver
provided for herein and the Banks have agreed to provide such Waiver on the
terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Effective from and including June 30, 1998 through and including
July 31, 1998 (the "Waiver Termination Date"), the Banks hereby waive
compliance with the provisions of Section 8.10, Section 8.11 and Section
8.12 of the Credit Agreement. This Waiver shall be effective only for the
period from June 30, 1998 to and including the Waiver Termination Date (the
"Waiver Period") and shall be of no force or effect at any other time.
2. In order to induce the Banks to enter into this Waiver, the
Borrower agrees that at all times from the Waiver Effective Date to and
including the Waiver Termination Date, the sum of (i) the aggregate
outstanding principal amount of Revolving Loans and Swingline Loans and
(ii) the Letter of Credit Outstandings under the Credit Agreement shall not
exceed $300,000,000.
3. In order to induce the Banks to enter into this Waiver, each of
Holdings, WR Acquisition and the Borrower hereby represents and warrants
that (i) no Default or Event of Default exists as of the Waiver Effective
Date (as defined below) after giving effect to this Waiver and (ii) on the
Waiver Effective Date, both before and after giving effect to this Waiver,
all representations and warranties contained in the Credit Agreement and in
the other Credit Documents are true and correct in all material respects.
4. This Waiver shall become effective on the date (the "Waiver
Effective Date") when the Required Banks, Holdings, WR Acquisition and the
Borrower shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of
facsimile transmission) the same to the Agent at its Notice Office.
5. This Waiver is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
6. This Waiver may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Agent.
7. At all times during the Waiver Period, all references in the Credit
Agreement and each of the Credit Documents to the Credit Agreement shall be
deemed to be references to such Credit Agreement after giving effect to
this Waiver.
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8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Waiver to be duly executed and delivered as of the date hereof.
AMERICAN PAD & PAPER COMPANY
By: /s/
----------------------------------
Name:
Title:
WR ACQUISITION, INC.
By: /s/
----------------------------------
Name:
Title:
AMERICAN PAD & PAPER COMPANY OF
DELAWARE, INC.
By: /s/
----------------------------------
Name:
Title:
BANKERS TRUST COMPANY, individually
and as Agent
By: /s/
----------------------------------
Name:
Title:
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ABN AMRO BANK
By: /s/
--------------------------------
Name:
Title:
By: /s/
----------------------------------
Name:
Title:
BANKBOSTON, N.A.
By: /s/
----------------------------------
Name:
Title:
BANK LEUMI TRUST CO. OF NEW YORK
By: /s/
----------------------------------
Name:
Title:
THE BANK OF NEW YORK
By: /s/
----------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By: /s/
----------------------------------
Name:
Title:
3
4
BANK OF SCOTLAND
By: /s/
--------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/
----------------------------------
Name:
Title:
BANK ONE TEXAS
By: /s/
----------------------------------
Name:
Title:
BANK POLSKA KASA OPIEKI, S.A.
By: /s/
----------------------------------
Name:
Title:
4
5
BANQUE PARIBAS
By: /s/
--------------------------------
Name:
Title:
By: /s/
----------------------------------
Name:
Title:
CHRISTIANIA BANK OG KREDITKASSE, NEW
YORK BRANCH
By: /s/
----------------------------------
Name:
Title:
By: /s/
----------------------------------
Name:
Title:
CIBC INC.
By: /s/
----------------------------------
Name:
Title:
GUARANTY FEDERAL BANK, F.S.B.
By: /s/
----------------------------------
Name:
Title:
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HIGHLAND CAPITAL MANAGEMENT, INC.
By: /s/
--------------------------------
Name:
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: /s/
----------------------------------
Name:
Title:
SANWA BUSINESS CREDIT
CORPORATION
By: /s/
----------------------------------
Name:
Title:
SOCIETE GENERALE
By: /s/
----------------------------------
Name:
Title:
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