FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment to Credit Agreement ("Fourth Amendment") is entered
into this 28th Day of February, 1995 by and between LONGVIEW FIBRE COMPANY as
"Borrower," SEATTLE-FIRST NATIONAL BANK, as agent for the Banks ("Agent"), and
the banks listed on the signature pages hereof as "Banks" and amends that
certain Credit Agreement dated as of February 26, 1993, as previously amended
by amendments dated August 31, 1993, January 28, 1994 and September 30, 1994
respectively (as so amended, the "Agreement").
Recitals
A. The Borrower has requested a one year extension of the Termination Date
and the Banks are willing to grant such extension subject to the terms and
conditions of this Fourth Amendment.
B. The parties further wish to amend the Agreement to include, and reflect
the Commitment of, Union Bank of Switzerland as a Bank, and to change, delete
or modify certain fees, covenants and other provisions as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
Agreement
1. Defined Terms. All terms defined in the Agreement shall have the same
meaning when used in this Fourth Amendment, except as may be otherwise
provided in this Fourth Amendment, including, specifically, the definition in
Section 1.1 of the Agreement for each of "Bank", "Commitment" and "Termination
Date" which definitions are hereby deleted and replaced with the following:
"Bank" means each bank listed on the signature pages of the Fourth
Amendment to this Agreement as having a Commitment, and its successors
and assigns.
"Commitment" means from and after February 28, 1995, with respect to each
Bank, the amount set forth opposite the name of such Bank on the
signature pages of the Fourth Amendment to this Agreement as its
Commitment.
"Termination Date" means February 28, 1997 (or February 28 of such
subsequent year to which the Termination Date may have been extended in
accordance with Section 2.17 of this Agreement) or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.
2. Joinder of Union Bank of Switzerland. To facilitate the joinder of Union
Bank of Switzerland and to avoid matched funding breakage costs it is agreed,
on a transitional basis only, that each Bank's interest in each Euro-Dollar
Loan outstanding on the Effective Date shall remain pro rata in accordance
with that percentage set forth opposite the name of each such Bank on the
signature pages of the Second Amendment to Credit Agreement dated January 28,
1994 until such Euro-Dollar Loan matures pursuant to Section 2.6 subsequent to
the Effective Date. Any Prime or Euro-Dollar Loan made on or after the
Effective Date shall be made in accordance with Section 2.1.
3. Commitment Fee. The text of Section 2.8(b) of the Agreement is deleted in
its entirety and replaced with the following: "[Deliberately left blank]".
4. Termination Date Extension. The first sentence of Section 2.17 is amended
to read as follows:
Section 2.17 Termination Date Extension. If the Borrower shall give to
the Agent written notice during December 1995 (or, if so extended
pursuant to this Section 2.17, the December of that subsequent year
occurring fourteen months prior to the then-current Termination Date) of
the Borrower's desire to extend the Termination Date for one additional
year then such Termination Date shall be so extended if each Bank by
February 28, 1996 (or February 28 of such subsequent year which is one
year prior to the then-current Termination Date) shall have provided its
written consent to such extension and the Borrower shall have paid such
appropriate fees and expenses as may be required by the Banks.
5. Maximum Capitalization Ratio. Section 5.5 of the Agreement, Ratio of
Indebtedness to Tangible Net Worth, is deleted, replaced in its entirety and
renamed to read as follows:
5.5 Maximum Capitalization Ratio. The Borrower's Capitalization Ratio
(as defined in the Second Amendment to this Agreement dated January 8,
1994) shall not exceed 0.58 to 1.0 as of any fiscal quarter ending on or
after February 28, 1995.
6. Defaults on Other Obligations. Section 6.1 (d) is amended to read as
follows:
(d) Defaults on Other Obligations. There shall exist a material default
in the performance of any other material agreement or obligation for the
payment of borrowed money, for the deferred purchase price of property or
services, for the payment of rent under any lease, or the Borrower shall
fail to observe or perform any negative pledge or other covenant
restricting liens under any material agreement to which the Borrower is a
party on the date hereof, as such covenant is in effect on the date
hereof, and such default shall have continued for thirty (30) days after
the Borrower has become aware of such default.
7. Effective Date. This Fourth Amendment shall be effective on February 28,
1995 (the "Effective Date") subject to the condition precedent that on or
prior to said date, each of the following events have occurred:
a. This Fourth Amendment shall have been fully executed in one or more
counterparts by the Borrower and Banks and delivered to the Agent;
b. All fees and other amounts due and payable on or before the Effective Date
shall have been paid in full;
c. No Event of Default or Default shall have occurred and be continuing; and
d. Agent shall have received a copy of a Board resolution in form and
substance satisfactory to Agent authorizing the Borrower's execution, delivery
and performance of the Fourth Amendment.
8. Representations and Warranties. Borrower hereby represents and warrants
as follows:
a. This Fourth Amendment and the Agreement as hereby amended each constitutes
the valid and binding obligation of the Borrower enforceable in accordance
with its terms, having been duly authorized by all necessary corporate action,
having received all necessary governmental approvals, and not being in
contravention of any law, any provision of the Articles of Incorporation or
Bylaws of the Borrower or of any contract binding upon the Borrower.
b. Each of the matters set forth in Article 4 of the Agreement is true and
correct in each case as if made on the Effective Date of this Fourth Amendment
and no Event of Default or Default shall have occurred and be continuing or
will have occurred as a result of the execution and performance of this Fourth
Amendment.
9. Other Terms. Except as specifically amended by this Fourth Amendment, all
other terms, conditions, and definitions of the Agreement and the other Loan
Documents shall remain in full force and effect, and are ratified by each of
the undersigned.
10. Counterparts. This Fourth Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures to such counterparts were upon the same instrument.
Dated and effective as of the 28th day of February, 1995.
Borrower Agent
LONGVIEW FIBRE COMPANY SEATTLE-FIRST NATIONAL BANK
By:\s\ X. X. Xxxxxxxx By:\s\ Xxxx X. Xxxxx
Title: Sr. V.P.-Finance Title: Asst. Vice President
Banks: Commitment Percentage of
Commitment
SEATTLE-FIRST NATIONAL BANK $56.0 Million 30.10%
By:\s\ Xxx Xxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL $26.0 Million 13.98%
TRUST & SAVINGS ASSOCIATION
By:\s\ Xxxxxxx X. Xxxxx
Title: Vice President
ABN AMRO BANK N.V. $26.0 Million 13.98%
By:\s\ Xxx Xxxx
Title: Vice President
By:\s\ Xxxx Xxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA $26.0 Million 13.98%
By:\s\ Xxxxxx Xxxxxx
Title: Vice President
UNITED STATES NATIONAL BANK $26.0 Million 13.98%
OF OREGON
By:\s\ Xxxxxx Xxxxx
Title: Vice President
UNION BANK OF SWITZERLAND $26.0 Million 13.98%
Los Angeles Branch
By:\s\ Xxxxxx X. Xxxxxxx
Title: Vice President
By:\s\ Xxxxxx X. To
Title: Vice President
