Exhibit 10.46.2
EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of February 27, 2004, between BOWATER
INCORPORATED, a Delaware corporation (the "Company"), each of the Subsidiaries
of the Company from time to time designated as "Subsidiary Borrowers" pursuant
to the Credit Agreement (each, a "Subsidiary Borrower" and, together with the
Company, the "Borrowers") and the LENDERS party hereto.
The Borrowers, certain lenders and JPMorgan Chase Bank, as
Administrative Agent, are parties to a Credit Agreement dated as of May 22, 2002
(as heretofore modified and supplemented and in effect on the date hereof, the
"Credit Agreement"), providing, subject to the terms and conditions thereof, for
loans and extensions of credit to be made by said Lenders to the Borrowers in an
aggregate principal or face amount not exceeding $800,000,000 at any one time
outstanding.
The Borrowers wish to amend the Credit Agreement in certain
respects. Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 2, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 4 below, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement (including references
to the Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof) shall be deemed
to be references to the Credit Agreement as amended hereby.
2.02. Consolidated Net Worth. Section 7.04 is hereby amended
in its entirety to read as follows:
"SECTION 7.04 Consolidated Net Worth. The Company will not
permit Consolidated Net Worth to be less than the following respective
amounts during the following respective periods:
(i) during the period from December 31, 2003 through
and including April 1, 2005, the sum of (a) $1,525,000,000
plus (b) 50% of the consolidated net income of the Company and
its Consolidated Subsidiaries for each fiscal quarter of the
Company from and including the first fiscal quarter in 2004 to
and
Amendment No. 2
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including the fiscal quarter ending on (or most recently ended
prior to) such time; and
(ii) at all times after April 1, 2005, the sum of (a)
$1,620,000,000 plus (b) 50% of the consolidated net income of
the Company and its Consolidated Subsidiaries for each fiscal
quarter of the Company from and including the first fiscal
quarter in 2002 to and including the fiscal quarter ending on
(or most recently ended prior to) such time;
provided that, if there is a consolidated net loss for any such fiscal
quarter, consolidated net income for such fiscal quarter shall, for the
purposes of clauses (i)(b) and (ii)(b) of this Section, be deemed to be
zero."
2.03. Total Debt to Total Capital Ratio. Section 7.05 is
hereby amended in its entirety to read as follows:
"SECTION 7.05. Total Debt to Total Capital Ratio. The Company
will not permit the ratio of (a) Total Debt to (b) Total Capital to
exceed the following respective ratios at any time during the following
respective periods:
Period Ratio
--------------------------- ----------
From the date hereof
through December 31, 2003 0.60 to 1
From January 1, 2004
through April 1, 2005 0.61 to 1
From April 2, 2005
and at all times thereafter 0.60 to 1"
Section 3. Representations and Warranties. The Borrowers
represent and warrant to the Lenders that the representations and warranties set
forth in Article IV of the Credit Agreement are true and complete on the date
hereof as if made on and as of the date hereof (or, if any such representation
or warranty is expressly stated to have been made as of a specific date, as of
such specific date) and as if each reference in said Article IV to "this
Agreement" included reference to this Amendment No. 2.
Section 4. Conditions Precedent. The amendments set forth in
Section 2 hereof shall become effective, as of the date hereof, upon (i) the
execution and delivery of counterparts of this Amendment No. 2 by the Borrowers
and the Required Lenders and (ii) the receipt by the Administrative Agent, for
the account of each Lender that has executed and delivered this Amendment No. 2
not later than 3:00 p.m. New York City time on February 27, 2004, an
Amendment No. 2
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amendment fee in an amount equal to 5 bps of the aggregate amount of such
Lender's Revolving Credit Exposure and outstanding Term Loans.
Section 5. Miscellaneous. Except as provided herein, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 2 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 2 by signing any such
counterpart. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.
Amendment No. 2
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IN WITNESS WHEREOF, this Amendment No. 2 has been duly
executed as of the date first written above.
BOWATER INCORPORATED
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Treasurer
JPMORGAN CHASE BANK
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: vice President
SUNTRUST BANK
By /s/ Xxxxx Xxxxxx
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
WACHOVIA BANK, N.A.
By /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
By ________________________________________
Name:
Title:
Amendment No. 2
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BANK OF AMERICA, N.A.
By /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Name: XXXXX X. XXXXXXXX
Title: MANAGING DIRECTOR
BANK OF MONTREAL
By /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
Title: Director
By ________________________________________
Name:
Title:
THE BANK OF NEW YORK
By /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
Amendment Xx. 0
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XXX XX. XXXXXXXX XXXXXX
By /s/ Xxxxxxx X. Saint
---------------------------------
Name: Xxxxxxx X. Saint
Title: Associate Director
Banking Products
Services, US
By /s/ Xxxxxxx Xxxxx-XxXxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxx-XxXxxxxxx
Title: Associate Director
Banking Products Services US
CIBC INC.
By /s/ Xxxxxxxxx Xxxx
----------------------------------------
Name: Xxxxxxxxx Xxxx
Title: Executive Director
CIBC World Markets Corp. As Agent
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxx Xxxx
----------------------------------------
Name: Xxxx Xxxx
Title: Vice President
NATIONAL BANK OF CANADA
By /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
Cross Border Financing Group
By /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Vice President
Cross Border Finance Group
Amendment No. 2
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BRANCH BANKING AND TRUST
COMPANY OF SOUTH CAROLINA
By /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
ING CAPITAL LLC
By ________________________________________
Name:
Title:
REGIONS BANK
By /s/ Xxxxx X Xxxxxx
----------------------------------------
Name: Xxxxx X Xxxxxx
Title: Vice President
PB CAPITAL CORPORATION
By /s/ Xxxxxx Xxxxxxxxx /s/ Xxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxxx Xxxx Xxxxxxxx
Title: Vice President Assistant
Vice President
ARES LEVERAGED INVESTMENT
FUND II, L.P.
By: ARES Management II, L.P.
Its: General Partner
By /s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
Amendment No. 2
