CONFORMED COPY
AMENDMENT NO. 8 TO CREDIT AGREEMENT
WAIVER UNDER CREDIT AGREEMENT
AMENDMENT and WAIVER dated as of May 14, 1999 among CROWN PAPER CO. (the
"Borrower"), CROWN VANTAGE INC., 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 Borrower has entered into an agreement to sell its pulp and
paper xxxxx and related assets at Berlin and Gorham, New Hampshire (the
"Proposed Asset Sale"); 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. Addition to Asset Sale Basket. The parenthetical set forth in
clause (ii) of Section 5.7(b) of the Agreement is amended to read in its
entirety as follows: "(other than (w) the sale by the Borrower of its mill and
related operations located in Milford, New Jersey, (x) the exchange of timber
properties for other timber properties, (y) the sale by the Borrower of up to
24,646 acres in the aggregate of timber properties located in Mississippi and
Louisiana and up to 83,000 acres in the aggregate of timber properties located
in New Hampshire and Maine, so long as each such sale described in this clause
(y) is consummated on or
prior to December 31, 1997 and the Net Cash Proceeds with respect thereto are
applied by the Borrower to prepay the Loans in accordance with Section 2.8(b)
and (z) the sale by the Borrower of its pulp and paper xxxxx and related assets
at Berlin and Gorham, New Hampshire so long as such sale is consummated prior to
June 30, 1999 substantially on the terms described by the Borrower to the Banks
prior to the date of effectiveness of Amendment No. 8 to this Agreement and the
Net Cash Proceeds with respect thereto are applied by the Borrower to repay the
Loans in accordance with Section 2.8(b), subject to the waivers and conditions
set forth in such Amendment No. 8".
Section 3. Decrease in the Minimum Contingent Prepayment Amount; Release of
Liens and Related Consents. (a) The Banks hereby waive (i) compliance by the
Borrower with the provisions of Section 2.8(b)(i)(x) of the Agreement requiring
that the Borrower apply 100% of the Net Cash Proceeds of the Proposed Asset Sale
to prepay the Loans and (ii) any Event of Default arising under Section 6.1(a)
of the Agreement as a result of the failure by the Borrower to so comply;
provided that the waivers granted pursuant to this Section 3(a) shall be
effective only to the extent that (x) the aggregate Net Cash Proceeds received
by the Borrower and its Subsidiaries for the Proposed Asset Sale are at least
$20,000,000 and (y) the Borrower applies an amount at least equal to 50% of such
aggregate Net Cash Proceeds to prepay the Loans in accordance with the
provisions of Section 2.8(b)(i)(x) of the Agreement.
(b) Upon consummation of the Proposed Asset Sale substantially on the
terms described by the Borrower to the Banks prior to the date hereof and
application by the Borrower of the portion of the Net Cash Proceeds thereof as
described in clause (y) of subsection (a), the Lien created under the Security
Documents on the assets sold pursuant to such Proposed Asset Sale (but not any
Proceeds thereof) shall be released.
(c) The Banks hereby consent to (i) the consummation by the Borrower of
the Proposed Asset Sale substantially on the terms disclosed by the Borrower to
the Banks prior to the date hereof, (ii) the release of the Liens created under
the Security Documents on the assets being sold pursuant to the Proposed Asset
Sale (but not on any Proceeds thereof) and (iii) the execution and delivery by
the Collateral Agent to the Borrower of any documents evidencing such release.
Section 4. Representations and Warranties. The Borrower represents and
warrants to the Banks that (i) upon receipt thereof, the consideration received
by the Borrower from the Proposed Asset Sale shall not be less than the fair
market value of the assets being disposed pursuant thereto and (ii) such
consideration shall consist solely of cash payable at closing.
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Section 5. Governing Law. This Amendment and Waiver shall be governed by
and construed in accordance with the laws of the State of New York.
Section 6. No Other Waivers. Other than as specifically provided herein,
this Amendment and Waiver shall not operate as a waiver of any right, remedy,
power or privilege of the Banks under the Agreement or any other Loan Document
or of any other term or condition of the Agreement or any other Loan Document.
Section 7. Counterparts; Effectiveness. This Amendment and Waiver 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 and Waiver 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
May 14, 1999, 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/ Xxxxxxxxxxx XxXxxx
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Title: Senior Vice President
CROWN VANTAGE INC.
By /s/ Xxxxxxxxxxx XxXxxx
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Title: Senior Vice President
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XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Unn Xxxxxxx
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Title: Vice President
THE BANK OF NEW YORK
By /s/ Xxxxx X. Xxxxxx
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Title: Vice President
THE CHASE MANHATTAN BANK
By
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Title:
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BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By /s/ Xxxx X. Xxxxxxx
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Title: Sr. 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/ Xxxxxxxxxxx X. Xxxxxxx
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Title: Assistant Vice President
By /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
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FIRST SOURCE FINANCIAL LLP, by
FIRST SOURCE FINANCIAL,
INC., its Agent/Manager
By /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
KZH HIGHLAND-2 LLC
By /s/ Xxxxx Xxxx
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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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HSBC BANK USA
(fka Marine Midland Bank)
By /s/ Xxxxxx X. Xxxxx
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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/ Xxxxx X. Xxxxxx, Xx.
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Title: Vice President & Group
Manager
By /s/ Xxxxxx Xxxxxx
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Title: Associate
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NATIONSBANK, N.A.
By /s/ Xxxxxxx Xxxxx
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Title: Managing Director
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/ Xxxx X. Xxxxx CFA
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Title: Executive Vice 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/ Xxxx X. Xxxxxx
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Title: Vice President
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XXX XXXXXX SENIOR INCOME
TRUST
By /s/ Xxxxxxx X. Xxxxxxx
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Title: Sr. Vice President & Director
XXX XXXXXX PRIME RATE
INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
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Title: Sr. Vice President & Director
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management LP,
as Collateral Manager
By /s/ Xxxx X. Xxxxx CFA
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Title: Executive Vice President
Highland Capital
Management X.X.
XXXXXXX PRIME RATE TRUST
By: Pilgrim Investment Inc.,
as its Investment Manager
By /s/ Xxxxxxx X. XxXxxxx, CFA
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Title: Assistant Vice President
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XXXXXX GUARANTY TRUST
COMPANY, as Administrative
Agent and Collateral Agent
By /s/ Unn Xxxxxxx
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Title: Vice President
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