EXHIBIT 10.7
THIRD AMENDMENT TO AMENDED AND
RESTATED FACILITY B CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED FACILITY B CREDIT
AGREEMENT (this "AMENDMENT"), dated as of December 23, 1997, is entered into
among Crown Pacific Limited Partnership, a Delaware limited partnership (the
"COMPANY"), the several financial institutions from time to time party to the
Credit Agreement referred to below (collectively, the "BANKS"; individually, a
"BANK"), Bank of America National Trust and Savings Association, as agent for
the Banks (in such capacity, the "AGENT"), and ABN AMRO Bank, N.V. and Societe
Generale, as co-agents for the Banks (in such capacity, the "CO-AGENTS").
RECITALS
WHEREAS, the Company, the Banks, the Co-Agents and the Agent are
parties to the Amended and Restated Facility B Credit Agreement dated as of
July 31, 1996, as amended by the First Amendment to Amended and Restated
Facility B Credit Agreement dated as of March 31, 1997, and the Second Amendment
to Amended and Restated Facility B Credit Agreement dated as of October 10, 1997
(as so amended, the "CREDIT AGREEMENT"), pursuant to which the Banks, the
Swingline Bank and the Issuing Bank have extended certain credit facilities to
the Company;
WHEREAS, the Company, the Banks, the Co-Agents and the Agent now
hereby wish to amend the Credit Agreement in certain respects, all as set forth
in greater detail below;
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. DEFINED TERMS. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings assigned to them in the Credit
Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is
hereby amended as follows:
(a) Section 1.1 shall be amended by deleting the definition of
"Senior Debt" and adding the following in its stead:
"SENIOR DEBT" means, as to the Company, as of any date of
determination, without duplication, all outstanding
unsecured Indebtedness of the Company of the type described
in clauses (a), (b), or (d) of the definition of Indebtedness
herein and all Indebtedness represented by the Senior Notes,
this Agreement
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(including L/C Obligations), and the Facility A Credit
Agreement, but not including any Indebtedness
subordinated to the Obligations upon terms and conditions
satisfactory to the Agent and the Banks.
(b) A new Subsection 8.5(ee) shall be inserted between existing
subsections 8.5(e) and 8.5(f):
(ee) Acquisitions as long as (x) after giving effect to
such Acquisition, the Company remains engaged solely in a
Permitted Business on a consolidated basis, and (y) in the
case of an Acquisition of stock or other equity interests,
the Person acquired is domiciled in, and substantially all
of its assets are located in, the United States, Canada,
Mexico or New Zealand, or, in the case of an Acquisition of
assets, substantially all of such assets are located in the
United States, Canada, Mexico or New Zealand;
(c) Subsection 8.5(f) shall be amended by inserting the word "solely"
after the word "engaged" in clause (w) thereof.
(d) Section 8.11 shall be amended by adding the following new
clause (c) at the end thereof: "and (c) Subsidiaries of the Company may declare
and make dividends or distributions to the Company."
3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents
and warrants to the Agent, the Co-Agents and the Banks as follows:
(a) No Default or Event of Default exists.
(b) The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary partnership and corporate
and other action and do not and will not require any registration with, consent
or approval of, notice to or action by, any Person (including any Governmental
Authority) in order to be effective and enforceable. The Credit Agreement as
amended by this Amendment constitutes the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with its
respective terms, without defense, counterclaim or offset.
(c) All representations and warranties of the Company contained in
the Credit Agreement are true and correct as though made on and as of the date
hereof (except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true and correct as of such
earlier date).
(d) The Company is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the Agent, any
of the Co-Agents, any Banks or any other Person.
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4. AMENDMENT FEE. In consideration of the execution of this
Amendment by the Agent and the Banks, the Company agrees to pay on the Effective
Date to the Agent for the pro rata distribution to the Banks in accordance with
their Commitments an amendment fee equal to 0.04% of the Aggregate Commitment.
5. EFFECTIVE DATE. This Amendment will become effective on the
first Business Day (the "Effective Date") upon which the Agent has received
(a) from the Company and the Required Banks a duly executed original of this
Amendment with sufficient copies for each Bank and (b) from the Company payment
of the amendment fee referred to in Section 4 of this Amendment in immediately
available funds.
6. RESERVATION OF RIGHTS. The Company acknowledges and agrees that
the execution and delivery by the Agent and the Banks of this Amendment shall
not be deemed to create a course of dealing or otherwise obligate the Agent or
the Banks to forbear or execute similar amendments under the same or similar
circumstances in the future.
7. MISCELLANEOUS.
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and effect
and all references therein and in the other Loan Documents to the Credit
Agreement shall henceforth refer to the Credit Agreement as amended by this
Amendment. This Amendment shall be deemed incorporated into, and a part of, the
Credit Agreement.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. No third party
beneficiaries are intended in connection with this Amendment.
(c) This Amendment shall be governed by, and construed in accordance
with, the law of the State of California; provided, however, that the Agent and
the Banks shall retain all rights arising under federal law.
(d) This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original, and all such
counterparts taken together shall be deemed to constitute but one and the same
instrument.
(e) This Amendment, together with the Credit Agreement, contains the
entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment, or the
Credit Agreement, respectively.
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(g) The Company covenants to pay to or reimburse the Agent, upon
demand, for all costs and expenses (including allocated costs of in-house
counsel) incurred in connection with the development, preparation, negotiation,
execution and delivery of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their duly authorized officers as of the date
first above written.
CROWN PACIFIC LIMITED PARTNERSHIP, a
Delaware limited partnership
By: CROWN PACIFIC MANAGEMENT LIMITED
PARTNERSHIP, a Delaware limited
partnership,its general partner
By:
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Title:
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent and as a
Bank
By:
---------------------------------
Title:
---------------------------------
ABN AMRO BANK N.V., as Co-Agent and as a
Bank
By:
---------------------------------
Title:
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By:
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Title:
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SOCIETE GENERALE, as Co-Agent and as a
Bank
By:
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Title:
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BANK OF MONTREAL
By:
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Title:
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THE BANK OF NOVA SCOTIA
By:
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Title:
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BANQUE PARIBAS
By:
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Title:
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By:
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Title:
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0
XXXXX XXXX XX XXXXXXXXXX, N.A.
By:
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Title:
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KEYBANK NATIONAL ASSOCIATION
By:
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Title:
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XXXXX FARGO BANK, N.A.
By:
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Title:
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