EX-10.5
SECOND AMENDMENT TO AMENDED AND
RESTATED FACILITY B CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT
(this "AMENDMENT"), dated as of October 10, 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 (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 SECTION 1.1 OF THE CREDIT AGREEMENT. Section 1.1
of the Credit Agreement is hereby amended as follows:
(a) The definition of "REVOLVING TERMINATION DATE" shall be amended
by deleting the date "September 30, 1999" and inserting in its stead the date
"September 30, 2000".
(b) The definition of "PERMITTED BUSINESS" shall be deleted, and in
its stead, the definition shall read:
"PERMITTED BUSINESS" means (i) any business engaged in by the
Company on the Closing Date; (ii) any business substantially similar
or related to any such business, which shall include any business in
the forest products industry, provided that any activity
1
shall cease to be a Permitted Business if it causes or would cause
more than 25% of the Company's assets on a consolidated basis valued
at book value to be devoted to pulp or paper manufacturing; and
(iii) any non-forest products business that is acquired as an
incidental part of an acquisition of a Person or substantially all of
a Person's assets engaged primarily in the forest products industry,
so long as the Company sells or otherwise disposes of the assets
involved in such other business as soon as practicable after such
acquisition but in any event within one year after such acquisition.
(c) The definition of "CASH FLOW" shall be deleted, and in its
stead, the definition shall read:
"CASH FLOW" means, at any date of determination, the sum of the
following calculated for the Company and its Subsidiaries on a
consolidated basis for the four fiscal quarter period ending on the
last day of the most recent quarter for which financial reports
pursuant to subsections 7.1(a) and (b) and a certificate pursuant to
subsection 7.2(b) have been delivered: (i) EBITDA for such period;
(ii) PLUS the Net Proceeds from the sale or other disposition of assets
permitted under subsections 8.2(a), (b), (c), (d) or (f)(ii)(C) during
such period, to the extent not otherwise included in determining EBITDA,
plus Permitted Inclusions; (iii) PLUS or MINUS, as applicable, in
connection with any businesses (other than timberland covered by
clause (iv) below) acquired by the Company within such period, an amount
equal to a good faith estimate of such additional amounts that would
be included in determining EBITDA had such businesses been owned by the
Company for the entirety of such period, as certified with reasonable
accompanying detail by the Chief Financial Officer of the Company based
upon such Chief Financial Officer's good faith estimates of applicable
revenues and expenses arising from such businesses, and (iv) PLUS or
MINUS, as applicable, in connection with any timberland acquired by the
Company within such period, an amount equal to a good faith estimate
of such additional amounts that would be included in determining EBITDA
had such timberlands been owned by the Company for the entirety of such
period, as certified with reasonable accompanying detail by the Chief
Financial Officer of the Company based upon such Chief Financial
Officer's good faith estimates of applicable revenues and expenses
arising from such timberlands and assuming aggregate timber harvests
in an amount that does not require proceeds to be placed in an
escrow account pursuant to Section 8.4.
2
(d) The definition of "PRO FORMA CONSOLIDATED CASH FLOW" shall be
amended, so that the word "and" at the end of (v) and the entire paragraph
(vi) shall be deleted, and the following paragraphs will be inserted in their
stead:
(vi) PLUS and MINUS, as applicable, in connection with any
businesses (other than timberlands covered by clause (vii) below)
to be acquired by the Company with the proceeds of a Loan or previously
acquired within such quarters, an amount equal to a good faith
estimate of such additional amounts that would be included in clauses
(i), (ii), (iii) and (iv) above had such businesses been owned by the
Company for the entirety of such four fiscal quarters, as certified
with reasonable accompanying detail by the Chief Financial Officer of
the Company based upon such Chief Financial Officer's good faith
estimates of applicable revenues and expenses arising from such
businesses; and
(vii) PLUS and MINUS, as applicable, in connection with any
timberland to be acquired by the Company with the proceeds of a Loan
or previously acquired within such four fiscal quarters,
an amount equal to a good faith estimate of such additional amounts
that would be included in clauses (i), (ii), (iii) and (iv) above had
such timberlands been owned by the Company for the entirety of such
four fiscal quarters, as certified with reasonable accompanying detail
by the Chief Financial Officer of the Company based upon such Chief
Financial Officer's good faith estimates of applicable revenues and
expenses arising from such timberlands and assuming aggregate timber
harvests in an amount that does not require proceeds to be placed in
an escrow or cash collateral account pursuant to Section 8.4.
(e) The definition of "INTEREST EXPENSE" shall be deleted, and in
its stead, the definition shall read:
"INTEREST EXPENSE" means, at any date of determination, the
sum of the following calculated for the Company and its Subsidiaries
on a consolidated basis for the four fiscal quarter period ending on
the last day of the most recent quarter for which financial reports
pursuant to subsection 7.1(a) and a certificate pursuant to subsection
7.2(b) have been delivered: (a) the interest expense of the Company
and its Subsidiaries, PLUS (b) the additional interest expense that
would have accrued on the Indebtedness incurred to acquire
businesses or timberland described in clauses (iii) or (iv) of
the definition of "Cash Flow" had such Indebtedness been outstanding
for the full four fiscal quarter period, based upon the interest
rate applicable on such date
3
of determination to such Indebtedness (unless a higher interest rate
is scheduled to apply during the next four fiscal quarters, in which
case such higher interest rate shall be employed for such portion of
the prior four fiscal quarters as is scheduled to apply during the
next four fiscal quarters).
(f) The definition of "SENIOR DEBT" shall be deleted, and in its
stead, the definition shall read:
"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)
or (b) of the definition of Indebtedness herein, and all Indebtedness
represented by the Senior Notes, this Agreement (including L/C
Obligations) and the Facility A Credit Agreement, but not including
any subordinated Indebtedness.
(g) Subsection 7.5(f) shall be deleted and the following inserted in
its stead:
(f) investments or Acquisitions not otherwise permitted
hereunder in a Person as long as (w) after giving effect to such
investment or Acquisition, the Company remains engaged in a
Permitted Business on a consolidated basis, (x) such Person
is domiciled in, and substantially all of its assets are located
in, the United States, Canada, Mexico or New Zealand, (y) such
investments do not exceed in the aggregate an amount (the "ANNUAL
INVESTMENT AMOUNT") equal to (i) in calendar year 1996, $10,000,000
and (ii) in each calendar year thereafter, the sum of (A) the
Annual Investment Amount for the preceding calendar year PLUS
(B) an increase equal to the percentage increase, if any, in
the CPI for such preceding calendar year, multiplied by such Annual
Investment Amount, and (z) the cumulative amount of such investments
during the term of this Agreement shall not exceed an amount
(the "CUMULATIVE INVESTMENT AMOUNT") equal to (i) $51,500,000
PLUS (ii) an increase equal to the percentage increase, if any,
in the CPI from January 1, 1996 to the date of determination,
multiplied by such Cumulative Investment Amount; and
(h) Schedule 2 to the Form of Compliance Certificate shall be
replaced with Schedule 2 attached hereto.
3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and
warrants to the Agent, the Co-Agents and the Banks as follows:
4
(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.
4. EFFECTIVE DATE. This Amendment will become effective on the date
that the Agent has received from the Company and the Required Banks a duly
executed original of this Amendment.
5. 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.
6. 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.
5
(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.
(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.
6
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:
--------------------------------
Title:
-----------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By:
--------------------------------
Title:
-----------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank, as the
Swingline Bank and as the Issuing Bank
By:
--------------------------------
Title:
-----------------------------
7
ABN AMRO BANK N.V., as Co-Agent and as a
Bank
By:
--------------------------------
Title:
-----------------------------
By:
--------------------------------
Title:
-----------------------------
SOCIETE GENERALE, as Co-Agent and as
a Bank
By:
--------------------------------
Title:
-----------------------------
BANK OF MONTREAL
By:
--------------------------------
Title:
-----------------------------
THE BANK OF NOVA SCOTIA
By:
--------------------------------
Title:
-----------------------------
8
BANQUE PARIBAS
By:
--------------------------------
Title:
-----------------------------
By:
--------------------------------
Title:
-----------------------------
UNION BANK OF CALIFORNIA, N.A.
By:
--------------------------------
Title:
-----------------------------
KEYBANK NATIONAL ASSOCIATION
By:
--------------------------------
Title:
-----------------------------
XXXXX FARGO BANK, N.A.
By:
--------------------------------
Title:
-----------------------------
9
SCHEDULE 2
CROWN PACIFIC LIMITED PARTNERSHIP
COMPLIANCE CERTIFICATE*
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
2.7(a)(v) Clean-Up Period Identify the period of 30 consecutive days during the
immediately preceding 12 calendar months ending
month-day-year during which the Effective Amount of
Syndicated Loans and Swingline Loans was $0
8.1(g) Judgment or Judicial attachment Maximum allowed
liens $ 5,000,000
Outstanding at month-day-year
8.1(i) Purchase money security interests Maximum allowed $ 25,000,000
Outstanding at month-day-year
8.2(c) Sales of assets Maximum allowed ("Annual Sales Amount") in
(1) 1996 calendar year $ 10,000,000
(2) each calendar year thereafter:
(a) Annual Sales Amount for preceding calendar year $
----------------
(b) percentage increase in the CPI for preceding
calendar year %
----------------
(c) (a) multiplied by (b) $
----------------
(d) sum of (a) plus (c) (Annual Sales Amount for
such calendar year) $
----------------
ACTUAL
SECTION AMOUNT
---------- -------------
2.7(a)(v)
from
to
8.1(g)
$
-------------
8.1(i)
$
-------------
8.2(c)
------------------------
* [The calculations set forth in this form of Compliance Certificate are by
necessity less detailed than those contained in the Credit Agreement. In the
event of any conflict between this Compliance Certificate and the Credit
Agreement, the Credit Agreement shall in all cases prevail.]
11
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
Cumulative dispositions from Closing Date through
month-day-year
Maximum allowed during term of Agreement
(1) Basic amount $ 51,500,000
(2) percentage increase in the CPI from January 1, 1996
to date of determination (month-day-year) %
----------------
(3) (1) multiplied by (2) $
----------------
(4) sum of (1) plus (3) $
----------------
Cumulative dispositions from Closing Date through
month-day-year
8.2(e) Exchanges of timberland Maximum allowed for timberland during term of Agreement $ 400,000,000
Cumulative exchanges through month-day-year
Maximum allowed during term of Agreement for
timberland received in exchange located in Canada,
Mexico or New Zealand PLUS Net Proceeds invested in
productive assets in such countries PLUS net proceeds
of harvesting used to purchase timber or timberlands in
such countries $ 50,000,000
Actual amount of
(1) timberland received in exchange located in Canada,
Mexicoor New Zealand
(2) Net Proceeds invested in productive assets in such
countries
(3) Net proceeds of harvesting used to purchase timber
ortimberlands in such countries
(4) sum of (1), (2) and (3)
8.2(f) Dispositions of assets not Maximum Net Proceeds of disposition allowed at any time
otherwise permitted which are not applied to purchase assets or repay
Senior Debt $ 25,000,000
Cumulative dispositions through month-day-year
ACTUAL
SECTION AMOUNT
---------- -------------
$
-------------
8.2(e) $
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
8.2(f)
$
-------------
12
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
8.4 Planned Volume (1) Basic per annum amount (250 MMBF for 1996;
[year-end only] thereafter based upon prior years' adjustments):
(2) Annual Timber Increase [if applicable, to be
calculated for each year after 1996]:
(a) timber acquired by Company and Subsidiaries during
calendar year (not including timber acquired
with the net proceeds of an excess harvest) MMBF
(b) timber sold by Company and its Subsidiaries during
such calendar year MMBF
(c) (a) minus (b) (Annual Timber Increase for such
calendar year)
(3) Estimated Percentage (Estimate of the number of
additional board feet of timber that will be harvested
by the Company and its Subsidiaries by virtue of the
acquisition of newly acquired standing timber that is
the basis of the Annual Timber Increase for the current
fiscal year, expressed as a percentage of such Annual
Timber Increase, but not to exceed 15%)
(4) If applicable, Annual Timber Increase amount to be
added to current year Planned Volume--(3) multiplied by
(2)(c)
(5) Annual Timber Decrease [if applicable, to be
calculated for each year after 1996]:
(a) Timber sold by the Company and its Subsidiaries
during calendar year MMBF
(b) Timber acquired by the Company and its Subsidiaries
during such calendar year (not including timber
acquired with the net proceeds of excess harvest) MMBF
(c) (a) minus (b) (Annual Timber Decrease for such
calendar year)
(6) If applicable, percentage that such Annual Timber
Decrease ((5)(c)) represents as a percentage of the
inventory of standing timber owned by the Company and
its Subsidiaries at the end of the prior calendar year
(7) If applicable, reduction in Planned Volume on
account of Annual Timber Decrease if the percentage set
forth in (6) above is 5% or greater or if the Asset
Coverage Ratio as computed below is less than 2.0:1.0 -
from 5(c) above
(8) Planned Volume--(1) plus (3) or minus (7), as
applicable
ACTUAL
SECTION AMOUNT
---------- -------------
8.4
MMBF
MMBF
%
-------------
MMBF
MMBF
%
-------------
MMBF
MMBF
13
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
Asset Coverage Ratio (1) Wholesale value of Inventory:
[year-end only] (a) Inventory at end of prior year [Insert detail
supporting computation of inventory of
standing timber]
(b) Retail value of (a) [Attach species and price
detail]
(c) 60% of (b)
(2) Indebtedness at end of year (other than
Indebtedness under the Working Capital Facility)
(3) Asset Coverage Ratio--
(1) (c) to (2)
Harvesting Restrictions/ (1) Maximum allowed for any one calendar year (150% of
[year-end only] Planned Volume) MMBF
Volume harvested during calendar year ending month-
day-year
(2) [1997 and thereafter] Maximum allowed for any two
consecutive calendar years (140% of Planned Volume) MMBF
Volume harvested during preceding two calendar years
ending month-day-year
(3) [1998 and thereafter] Maximum allowed for any three
calendar years (130% of Planned Volume) MMBF
Volume harvested during preceding three calendar years
ending month-day-year
(4) [1999 and thereafter] Maximum allowed for any four MMBF
consecutive calendar years (120% of Planned Volume)
Volume harvested during preceding four calendar years
ending month-day-year
8.5(f) Loans & Investments not otherwise Maximum allowed
permitted (1) in 1996 calendar year $ 10,000,000
(2) in each calendar year thereafter:
(a) Annual Investment Amount for the preceding calendar
year $
----------------
(b) CPI for such preceding calendar year %
----------------
(c) (a) multiplied by (b) $
----------------
ACTUAL
SECTION AMOUNT
---------- -------------
MMBF
$
-------------
$
-------------
$
-------------
$
-------------
:1.0
MMBF
MMBF
MMBF
MMBF
MMBF
8.5(f)
00
XXXXXX
XXXXXXX REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
Cumulative investment for current calendar year through
month-day-year
Maximum allowed during term of this Agreement
(1) Basic amount $ 51,500,000
(2) Percentage increase in the CPI from January 1, 1996
to date of determination (month-day-year) %
----------------
(3) (1) multiplied by (2) $
----------------
(4) sum of (1) plus (3) $
----------------
Cumulative investment through month-day-year
8.6(g) Other ordinary course unsecured Maximum allowed
subordinated Indebtedness $ 10,000,000
Outstanding at month-day-year
8.11 Restricted Payments Available Cash:
(1) cash receipts of Company from all sources during
fiscal quarter ending month-day-year
(2) reduction with respect to such fiscal quarter in
cash reserves
(3) amount available to be borrowed on the last day of
such fiscal quarter under the Credit Agreement
(4) sum of (1), (2) and (3)
(5) cash disbursements of Company during such fiscal
quarter
(6) cash reserves established with respect to such
fiscal quarter and increase with respect to such fiscal
quarter in cash reserves
(7) sum of (5) and (6)
(8) excess of (4) over (7)
8.15 Cash Flow to Interest Expense Cash Flow:
Ratio
(1) EBITDA
(a) Consolidated net income (or net loss) without
extraordinary losses or extraordinary gains
(b) Amounts treated as expenses for depreciation,
depletion and interest and amortization of intangibles
(c) Accrued taxes on or measured by income
ACTUAL
SECTION AMOUNT
---------- -------------
$
-------------
$
-------------
8.6(g)
$
-------------
8.11 $
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
8.15
$
-------------
$
-------------
$
-------------
15
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
(d) sum of (a), (b) and (c)
(2) Net Proceeds from disposition of assets under
subsections 8.2(a), (b), (c), (d), or (f)(ii)(c) to
the extent not otherwise included in EBITDA
(3) Permitted Inclusions
(4) additional amounts that would be included in
determining EBITDA had business (other than timberland)
acquired by Company within such four fiscal quarter
period been owned by Company (see attached for detail
as to such good faith estimate)
(5) additional amounts that would be included in
determining EBITDA had timberland acquired by Company
within such four fiscal quarter period been owned by
Company (see attached for detail as to such good faith
estimate)
(6) sum of 1(d) plus (2) plus (3) plus (4) plus (5)
Interest Expense:
(1) interest expense
(2) additional interest expense that would have accrued
on Indebtedness, if any, incurred to acquire certain
businesses
(3) additional interest expense that would have accrued
on Indebtedness, if any, incurred to acquire certain
timberlands
(4) sum of (1) plus (2) plus (3)
Ratio of Cash Flow to Interest Expense 1.5 to 1.0
Total Debt to Cash Flow Ratio Total Debt
Cash Flow (See Section 8.15 Cash Flow calculation)
Applicable Margin
Commitment Fee Percentage
Letter of Credit Rate
Total Debt to Cash Flow Ratio
Pro Forma Consolidated Cash Flow Pro Forma Consolidated Cash Flow
Ratios
(1) Cash Provided by Operating Activity
ACTUAL
SECTION AMOUNT
---------- -------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
:
-------------
$
-------------
$
-------------
%
-------------
%
-------------
%
-------------
:
-------------
$
-------------
16
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
(a) cash receipts (excluding cash proceeds from
Interim Capital Transactions)
(b) (i)cash operating expenditures
(ii) cash debt service payments (other than
certain payments or prepayments of principal
and premium)
(iii) cash capital expenditures
(iv) sum of (i), (ii) and (iii)
(c) reductions less additions to certain cash reserves
(d) (a) minus (b)(iv) plus (c)
(2) Cash debt service payments to extent subtracted in
determining Cash Provided by Operating Activity
(3) Cash capital expenditures, except those relating to
Operating Capacity Acquisitions, Capital Additions and
Improvements and Interim Capital Transactions, to
extent subtracted in determining Cash Provided by
Operating Activity
(4) Reductions minus additions to certain cash reserves
(5) Additions minus reductions to certain cash reserves
(6) In connection with any business to be acquired or
previously acquired within such four fiscal quarters,
an amount equal to good faith estimate of such
additional amounts that would be included in clauses
(1), (2), (3) and (4) above had such business been
owned by Company (see attached for detail as to such
good faith estimate)
(7) In connection with any timberland to be acquired or
previously acquired within such four fiscal quarters,
an amount equal to good faith estimate of such
additional amounts that would be included in clauses
(1), (2), (3) and (4) above had such timberlands been
owned by Company (see attached for detail as to such
good faith estimate)
(8) Sum of (1), (2), (3), (4) and (5) plus or minus, as
applicable, (6) and (7)
Pro Forma Interest Expense
(1) Interest expense payable during four fiscal quarter
period on all Indebtedness of Company and Subsidiaries
ACTUAL
SECTION AMOUNT
---------- -------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
17
AMOUNT
SECTION REQUIREMENT COMPUTATIONS ALLOWED/REQUIRED
---------- --------------------------------- ------------------------------------------------------- ----------------
(2) Interest expense that would have been payable
during such four fiscal quarter period in respect
of any Indebtedness proposed to be incurred on such
date of determination, and Indebtedness incurred
after the end of such four fiscal quarter period
and before such date of determination
(3) Sum of (1) and (2)
Pro Forma Maximum Debt Service
(1) Highest amount payable by Company and Subsidiaries
during any consecutive four fiscal quarters, in respect
of scheduled principal and interest with respect to all
Indebtedness of Company and Subsidiaries
(2) Interest expense accrued on Facility B Loans during
the most recent four fiscal quarters
(3) Sum of (1) and (2)
8.3, 8.6(i) Pro Forma Consolidated Cash Flow to Pro Forma Interest
Expense
7.4, 8.3, Pro Forma Consolidated Cash Flow to Pro Forma Maximum
8.6(i) Debt Service
ACTUAL
SECTION AMOUNT
---------- -------------
$
-------------
$
-------------
$
-------------
$
-------------
$
-------------
8.3, 8.6(8)
:
-------------
7.4, 8.3,
8.6(i) :
-------------
18
