THIRD AMENDMENT TO THE CREDIT AGREEMENT dated as of May 22, 2008
Exhibit 10.5
EXECUTION VERSION
THIRD AMENDMENT
TO THE CREDIT AGREEMENT
dated as of May 22, 2008
Among
CASCADES INC.
CASCADES USA INC.
CASCADES EUROPE SAS
(as Borrowers)
— and —
SCOTIA CAPITAL
(as Lead Arranger for the
extension
of the Unsecured Revolving Facility)
— and —
NATIONAL BANK FINANCIAL
(as Lead Arranger for the
amendments
to the financial covenant)
NATIONAL BANK OF CANADA
THE BANK OF NOVA SCOTIA
(as Co-Administrative
Agents)
— and —
THE LENDERS
FROM TIME TO TIME PARTY HERETO
XXXXXXXX XXXXXXXX LLP
THIRD AMENDMENT TO THE DECEMBER 29, 2006 CASCADES CREDIT AGREEMENT made as of May 22, 2008.
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BETWEEN: |
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CASCADES INC. (“Cascades”) |
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AND : |
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CASCADES USA INC. |
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AND : |
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CASCADES EUROPE SAS |
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(each a “Borrower” and collectively, the “Borrowers”) |
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AND: |
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THE LENDERS PARTY TO THE CREDIT AGREEMENT REFERRED TO BELOW |
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(each a “Lender” and collectively the “Lenders”) |
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AND: |
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THE BANK OF NOVA SCOTIA |
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(as “Agent”) |
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AND: |
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NATIONAL BANK OF CANADA |
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(as “Co-Agent”) |
RECITALS
A. The Borrowers, the Agent, the Co-Agent and the Lenders are party to a credit agreement dated as of December 29, 2006, as amended as of June 27, 2007 and March 28, 2008 (the “Credit Agreement”) providing for credit facilities in an aggregate amount of $950,000,000 (the “Facilities”).
B. The Lenders have been requested by a request for extension and amendments dated April 17, 2008 to (i) extend the Unsecured Revolving Facility Maturity Date to June 23, 2009, (ii) amend the Funded Debt to Capitalization Ratio and the Interest Coverage Ratio covenants of the Credit Agreement and (iii) make certain other amendments to the Credit Agreement.
C. The Lenders are willing to grant the extension and amendments described in the above request and the Borrowers, the Agent, the Co-Agent and the Lenders wish to amend the Credit Agreement to give effect to the extension and amendments contemplated in the request in the manner provided for in this Agreement.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Interpretation
1.1 Capitalized terms used herein and defined in the Credit Agreement have the meanings assigned to them in the Credit Agreement unless otherwise defined herein.
1.2 This Agreement may be referred to as the Third Amendment to the December 29, 2006 Cascades Credit Agreement.
1.3 Any reference to the Credit Agreement in any Credit Document refers to the Credit Agreement as amended hereby.
2. Amendments to the Credit Agreement
2.1 Section 1.1 of the Credit Agreement is amended by deleting the definition of “Unsecured Revolving Facility Maturity Date” and replacing it with the following:
“Unsecured Revolving Facility Maturity Date” means June 23, 2009;”
2.2 Article 2 of the Credit Agreement is amended by replacing Section 2.3 with the following:
“2.3 The Unsecured Revolving Facility
a) The Lenders, individually and not solidarily (i.e. not jointly and severally) agree to make available to Cascades an unsecured revolving facility (the “Unsecured Revolving Facility”) in an aggregate amount at any time not exceeding the total of the Commitments at such time with respect to the Unsecured Revolving Facility. As of the date hereof and up to June 25, 2008, the Commitment of each Lender under the Unsecured Revolving Facility will be as specified below opposite its name and the collective Commitments of the Lenders with respect to the Unsecured Revolving Facility will aggregate to $100,000,000.
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Name of Lender |
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Commitment |
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The Bank of Nova Scotia |
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$ |
13,925,000.00 |
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National Bank of Canada |
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$ |
11,765,000.00 |
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Canadian Imperial Bank of Commerce |
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$ |
11,765,000.00 |
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Caisse de dépôt et placement du Québec |
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$ |
9,412,000.00 |
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Caisse centrale Xxxxxxxxxx |
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$ |
9,742,000.00 |
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The Toronto-Dominion Bank |
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$ |
5,882,000.00 |
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Bank of Montreal |
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$ |
5,882,000.00 |
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BNP Paribas (Canada) |
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$ |
6,570,000.00 |
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Royal Bank of Canada |
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$ |
4,118,000.00 |
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Deutsche Bank AG, Canada Bank |
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$ |
2,941,000,00 |
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JPMorgan Chase Bank, N.A., Toronto Branch |
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$ |
2,941,000,00 |
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Société Générale (Canada Branch) |
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$ |
2,941,000,00 |
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Wachovia Capital Finance Corporation (Canada) |
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$ |
2,353,000.00 |
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Bank of America, N.A., Canada Branch |
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$ |
6,714,000.00 |
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Rabobank Nederland, Canadian Branch |
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$ |
3,049,000.00 |
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Total |
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$ |
100,000,000.00 |
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b) As of June 25, 2008, the Commitment of each Lender under the Unsecured Revolving Facility will be as specified below opposite its name and the collective Commitments of the Lenders with respect to the Unsecured Revolving Facility will aggregate to $100,000,000.
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Name of Lender |
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Commitment |
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The Bank of Nova Scotia |
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$ |
15,984,334.00 |
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Canadian Imperial Bank of Commerce |
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$ |
11,765,000.00 |
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National Bank of Canada |
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$ |
10,984,333.00 |
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Caisse de dépôt et placement du Québec |
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$ |
9,412,000.00 |
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Caisse centrale Xxxxxxxxxx |
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$ |
10,726,333.00 |
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The Toronto-Dominion Bank |
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$ |
5,882,000.00 |
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Bank of Montreal |
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$ |
5,882,000.00 |
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BNP Paribas (Canada) |
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$ |
6,570,000.00 |
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Royal Bank of Canada |
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$ |
4,118,000.00 |
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Deutsche Bank AG, Canada Bank |
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$ |
2,941,000,00 |
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JPMorgan Chase Bank, N.A., Toronto Branch |
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$ |
2,941,000,00 |
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Société Générale (Canada Branch) |
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$ |
2,941,000,00 |
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Wachovia Capital Finance Corporation (Canada) |
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$ |
2,353,000.00 |
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Bank of America, N.A., Canada Branch |
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$ |
7,500,000.00 |
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Total |
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$ |
100,000,000.00 |
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c) Borrowings under the Unsecured Revolving Facility may be obtained only to the extent that there is no availability (taking into account Borrowing Base requirements) under the Revolving Facility at the time such Borrowings are requested.
d) On June 25, 2008, the Agent will notify Cascades and the Lenders of the adjustments, if any, which are required to be made among the Lenders to ensure that the outstanding Borrowings under the Unsecured Revolving Facility are owed to the Lenders in the proportion of their respective Commitments under the Unsecured Revolving Facility. The adjustments, if any, will be payable by the Lenders three Business Days after the date of notification.”
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2.3 A new Section 6.12 is added to the Credit Agreement as follows:
“6.12 Usage Fee
(a) Cascades must pay to the Agent, for distribution to the Lenders pro rata to their Commitments under the Unsecured Revolving Facility, a usage fee on the aggregate amount of outstanding Borrowings under the Unsecured Revolving Facility. The usage fee will be calculated daily from the date of this Agreement at the annual rate specified below and will be payable quarterly in arrears on the first Business Day of the following quarter.
(b) For any day, the usage fee will be calculated (i) at a rate of 0.75% if on such day the outstanding Borrowings under the Unsecured Revolving Facility represent not more than 33 1/3% of the amount of the facility, (ii) at a rate 1.25% if on such day the outstanding Borrowings under the Unsecured Revolving Facility represent more than 33 1/3% of the amount of the facility without however exceeding 66 2/3% of the amount of the facility, and (iii) at a rate of 1.75% if on such day the outstanding Borrowings under the Unsecured Revolving Facility represent more than 66 2/3% of the amount of the facility.”
2.4 Sections 14.1 and 14.2 of the Credit Agreement are deleted and replaced by the following:
“14.1 Funded Debt to Capitalization Ratio
Cascades must maintain at all times, on an adjusted consolidated basis, a Funded Debt to Capitalization Ratio of not more than (i) 65% until June 30, 2009; and (ii) 60% thereafter.
14.2 Interest Coverage Ratio
Cascades must maintain at all times, on an adjusted consolidated basis, an Interest Coverage Ratio not less than (i) 2.25:1.00 until June 30, 2009 and (ii) 2.50:1.00 thereafter.”
2.5 Schedule “A” of the Credit Agreement is amended by replacing (with effect from June 25, 2008) the grid applicable to the Unsecured Revolving Facility with the following:
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Unsecured Revolving Facility
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Prime, US Base |
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Acceptance Fee / |
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Stand- By Fee |
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0 |
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100 bps |
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32.5 bps |
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3. Effectiveness and Conditions Precedent
This Agreement will become effective on the date that the Agent notifies the Borrowers and the Lenders (through Intralinks in the case of the Lenders) that this Agreement has been executed by all parties hereto, and that the following conditions precedent have been fulfilled:
3.1 The payment of all fees and expenses owing by the Borrowers to the Agent and the Lenders on the date of this Agreement and all fees and expenses of the Agent’s counsel to such date; and
3.2 Receipt of copies of the documents evidencing the authority of the persons acting on behalf of the Borrowers.
4. Cost and Expenses
4.1 On the date this Agreement becomes effective pursuant to Article 3, Cascades must pay:
(a) to each Lender who has consented to the amendments described in Section 2.4 hereof an amendment fee equal to 6 bps on such Lender’s total Commitment under the Facilities at such time (excluding however its Commitment under the Unsecured Revolving Facility if same has not been renewed in accordance with the Request);
(b) to each Lender who has agreed pursuant to the Request to renew its Commitment under the Unsecured Revolving Facility an extension fee equal to 30 bps on such Lender’s Commitment under the Unsecured Revolving Facility at such time; and
(c) an additional fee equal to 35 bps on the portion (if any) of such Lender’s Commitment under the Unsecured Revolving Facility at such time which is in excess of the amount of such Lender’s Commitment under the Unsecured Revolving Facility on the second Business Day preceding the date on which this Agreement becomes effective.
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4.2 The Borrowers agree to pay on demand all reasonable costs and expenses of the Agent in connection with the preparation, execution, delivery and implementation and administration of this Agreement including the reasonable fees and expenses of counsel for the Agent and the Co-Agent.
5. Confirmation
Each of the Borrowers represents to the Agent and the Lenders that this Agreement will not result in any Default or Event of Default.
6. Counterparts
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered will be deemed to be an original and all of which taken together will constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier will be effective as delivery of a manually executed counterpart of this Agreement.
7. Governing Law
This Agreement is governed by, and construed in accordance with, the laws of the Province of Quebec and of the laws of Canada applicable therein.
IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of the date and year first above written.
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per: |
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(s) Xxxxxx X. Xxxx |
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Cascades USA Inc. |
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per: |
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(s) Xxxxxx X. Xxxx |
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Cascades Europe SAS |
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per: |
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(s) Xxxxxx X. Xxxx |
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The Bank of Nova Scotia, as Agent |
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per: |
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(s) Xxxxxx Xxxxxxxx |
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Director |
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National Bank of Canada, as Co-Agent |
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per: |
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(s) Xxxxxxx Xxxxxxxx |
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per: |
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(s) Xxxx Xxxxxx |
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(the names and signatures of the Lenders are on the next page) |
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LENDERS’ SIGNATURES |
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National Bank of Canada |
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per : |
(s) Xxxx Xxxxxx |
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per: |
(s) Xxxxxxx Xxxxxxxx |
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National Bank of Canada, New York Branch |
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(in respect of Tranche B) |
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per : |
(s) Xxxxxxx Xxxx |
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per: |
(s) Xxxxxx Mahdavl |
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Assistant Vice President |
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The Bank of Nova Scotia |
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per : |
(s) Xxxx Xxxxxxxx |
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per: |
(s) Xxxxx Xxxxxx |
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The Bank of Nova Scotia, Houston Branch (in respect of Tranche B) |
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per: |
(s) X.X. Xxxx |
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Managing Director |
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Canadian Imperial Bank of Commerce |
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per : |
(s) Xxxxx Xxxxxxx, Executive Director |
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per: |
(s) Xxxx Xxxxxxxx, Executive Director |
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CIBC Inc., as designated Lender pursuant to Section 20.5 with respect to Tranche B |
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per : |
(s) Xxxxxxx X. Xxxxxxxx |
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Executive Director |
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Caisse de dépôt et placement du Québec |
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per: |
(s) Xxxx-Xxxxxx Xxxxx, Manager |
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per: |
(s) Xxxxxxxxx Xxxxx |
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Vice-président principal |
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Caisse centrale Xxxxxxxxxx |
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per : |
(s) Xxxxxxx Xxxxxx |
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per: |
(s) Xxxxxxxx Xxxxxxxx |
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Caisse centrale Xxxxxxxxxx US Branch, as designated Lender pursuant to Section 20.5 with respect to Tranche B |
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per: |
(s) Xxxxxx Xxxxxxxxx, Vice President |
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Bank of Montreal |
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per : |
(s) Xxxxx Xxxxx, Director |
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Bank of Montreal, Chicago Branch (in respect of Tranche B) |
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per : |
(s) Xxxxxxxx X. Xxxxxx, Vice President |
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BNP Paribas (Canada) |
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per : |
(s) Xxxxxxx Xxxxx |
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per: |
(s) Xxxxx X. Xxxx |
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BNP Paribas, as designated Lender pursuant to Section 20.5 with respect to Tranche B and Tranche C |
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per : |
(s) Xxxxxxxx Xxxxx, Vice President |
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per: |
(s) Xxxxxxxx Xxxxxxxx, Vice President |
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per: |
(s) Xxxxxxxx Xxxxxxx |
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per: |
(s) Xxxxxx Xxxxxxx |
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Comerica Bank, operating by and through its Canadian Branch |
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per : |
(s) Xxxx Xxxxx, Portfolio Manager |
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Comerica Bank |
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(in respect of Tranche B and Tranche C) |
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per : |
(s) Xxxxxxx X. Xxxxx, Vice President |
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The Toronto-Dominion Bank |
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per : |
(s) Xxxx Xxxxxxxx |
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per: |
(s) Xxxxx Xxxxxxxx |
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Toronto Dominion (Texas) LLC, as designated Lender pursuant to Section 20.5 with respect to Tranche B |
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per: |
Xxxxx X. Xxxxx |
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Authorized signatory |
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Royal Bank of Canada |
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per : |
(s) Xxx Xxxxx |
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Attorney-in-Fact |
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Royal Bank of Canada |
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(in respect of Tranche B) |
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per : |
(s) Xxxxxx Xxxxxx |
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Attorney-in-Fact |
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Deutsche Bank AG, Canada Branch |
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per : |
(s) Xxxxxx X. Xxxxxxxx, Director |
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per: |
(s) Xxxxxxxxx Xxxxx |
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Assistant Vice President |
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Deutsche Bank AG, New York Branch, with respect to Tranche B and Tranche C |
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per : |
(s) EvenlynThierry, Vice President |
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per: |
(s) Xxxx Xxxxxxxxx, Vice President |
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JPMorgan Chase Bank, N.A., Toronto Branch |
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per : |
(s) Xxxx XxXxxxxx |
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Executive Director |
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JPMorgan Chase Bank, N.A., with respect to Tranche B |
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per : |
(s) Xxxxx X. Xxxxxx |
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Executive Director |
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Société Générale (Canada Branch) |
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per : |
(s) Xxxxxx Xxxx |
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per: |
(s) Xxxxxxx Xxxxxxxx |
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Société Générale, New York Branch, with respect to Tranche B |
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per : |
(s) Xxxxxxx X. Xxxxxxxxx |
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Managing Director |
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Bank of America, N. A., Canada Branch |
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per : |
(s) Xxxxxx Xxx, Vice President |
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Bank of America, N. A., with respect to Tranche B |
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per : |
Xxxxxxx X. Xxxxxx, Mr. |
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Vice President |
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Rabobank Nederland, Canadian Branch |
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per : |
(s) Xxxxxx X. Xxxxxxx |
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Vice President |
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per: |
(s) Xxxxx Xxxxxxxxxx |
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Vice President |
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Cooperatieve Centrale Raiffeissen-Boerenleenbank B. A. “Rabobank Nederland” New York Branch, as designated Lender pursuant to Section 20.5 with respect to Tranche B |
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per : |
(s) Xxxxx Xxxxxxx |
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Executive Director |
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per: |
(s) Xxx Xxxxx |
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Managing Director |
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Wachovia Capital Finance Corporation |
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(Canada) |
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per : |
(s) Xxxxxxx Xxxxxxxxxx |
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Vice President |
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Wachovia Bank, National Association, as designated Lender pursuant to Section 20.5 with respect to Tranche B and Tranche C. |
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per : |
(s) Xxxxxx X. XxXxxx, Xx., Director |
We, the undersigned, as Designated Subsidiaries and guarantors under the Credit Agreement, hereby agree with the terms of this Third Amending Agreement.
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CASCADES BOXBOARD U.S., INC. |
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CASCADES CANADA INC. |
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CASCADES PAPERBOARD INTERNATIONAL INC. |
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6265642 CANADA INC. |
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SCIERIE XXXXX INC. |
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RABOTAGE XXXXX INC. |
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DOPACO, INC. |
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DOPACO PACIFIC LLC |
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DOPACO LIMITED PARTNERSHIP |
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DOPACO CANADA, INC. |
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XXXXXX INCORPORATED |
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CONFERENCE CUP LTD. |
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CASCADES BOXBOARD GROUP — CONNECTICUT LLC |
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CASCADES AUBURN FIBER INC. |
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CASCADES MOULDED PULP, INC. |
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CASCADES PLASTICS INC. |
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CASCADES DIAMOND, INC. |
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CASCADES FINE PAPERS GROUP INC. |
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CASCADES FINE PAPERS GROUP THUNDER BAY INC. |
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CASCADES FINE PAPERS GROUP (SALES) INC. |
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CASCADES FINE PAPERS GROUP (USA) INC. |
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X.X. XXXXX PAPER CORPORATION |
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CASCADES TISSUE GROUP — ARIZONA INC. |
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CASCADES TISSUE GROUP — IFC DISPOSABLES INC. |
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CASCADES TISSUE GROUP — NEW YORK INC. |
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CASCADES TISSUE GROUP — NORTH CAROLINA INC. |
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CASCADES TISSUE GROUP — OREGON INC. |
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CASCADES TISSUE GROUP — PENNSYLVANIA INC. |
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CASCADES TISSUE GROUP — WISCONSIN INC. |
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CASCADES TISSUE GROUP — TENNESSEE INC. |
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CASCADES TISSUE GROUP — SALES INC. |
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CASCADES TISSUE GROUP — XXXXXXXXX INC. |
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CASCADES TISSUE GROUP — MARYLAND LLC |
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NORAMPAC HOLDING US INC. |
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NORAMPAC NEW YORK CITY INC. |
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NORAMPAC LEOMINSTER INC. |
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NORAMPAC FINANCE US INC. |
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NORAMPAC INDUSTRIES INC. |
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NORAMPAC DELAWARE LLC |
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NORAMPAC NOVA SCOTIA COMPANY |
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NORAMPAC XXXXXXXX INC. |
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NORAMPAC SCHENECTADY INC. |
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CASCADES TRANSPORT INC. |
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KINGSEY FALLS INVESTMENTS INC. |
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CASCADES ENERGY INITIATIVE INC. |
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CASCADES DELAWARE LLC |
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CASCADES NOVA SCOTIA COMPANY |
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3815285 CANADA INC. |
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3815315 CANADA INC. |
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NORAMPAC INC. |
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CASCADES ENVIROPAC HPM LLC |
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6806813 CANADA INC. |
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6806805 CANADA INC. |
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6806783 CANADA INC. |
each of the foregoing entities being represented by
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Name : |
Xxxxxx X. Xxxx |
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duly authorized as he/they so declare: |
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(s) Xxxxxx X. Xxxx |
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