SECOND AMENDMENT TO THE CREDIT AGREEMENT dated as of March 27, 2008
Exhibit 10.4
EXECUTION COPY
SECOND AMENDMENT
TO THE CREDIT AGREEMENT
dated as of March 27, 2008
Among
CASCADES INC.
CASCADES USA INC.
CASCADES EUROPE SAS
CASCADES ARNSBERG GMBH
(as Borrowers)
- and —
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
SECOND AMENDMENT TO THE DECEMBER 29, 2006 CASCADES CREDIT AGREEMENT made as of March 27, 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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AND: |
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CASCADES ARNSBERG GMBH (“Cascades Germany”) |
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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 (the “Credit Agreement”) providing for credit facilities in an aggregate amount of $950,000,000 (the “Facilities”).
B. Cascades has advised the Agent and the Co-Agent that, in connection with transaction entered into with Xxxx xx Xxxxxx, the shares of Cascades Germany were transferred to a newly formed Subsidiary of Cascades, Cascades Italia s.r.l., (the “Cascades Germany Share Transfer”) and that as of Xxxxx 0, 0000 Xxxxxxxx Xxxxxx s.r.l. was subsequently merged with Xxxx xx Xxxxxx, an entity in which Cascades holds an indirect minority interest.
C. Cascades and Cascades Germany have advised the Agent and the Co-Agent that Cascades Germany is no longer a Subsidiary of Cascades and, accordingly, must cease to be a Borrower under the Credit Agreement.
D. The parties wish to amend the Credit Agreement to provide that Cascades Germany has ceased to be a Borrower under the Credit Agreement as of March 1, 2008 (the “Effective Date”).
E. The parties wish this Agreement to become effective on the Effective Date.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Interpretation
1.1 Capitalized terms used herein and defined in the Credit Agreement have the meanings ascribed to them in the Credit Agreement unless otherwise defined herein.
1.2 This Agreement may be referred to as the Second 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 On the Effective Date, Cascades Germany ceased to be entitled to obtain Borrowings or otherwise use the Revolving Facility under the Credit Agreement. Therefore:
a) Tranche C has ceased to be available to Cascades Germany and all applicable provisions of the Credit Agreement are amended accordingly;
b) The term Borrowers as used in the Credit Agreement no longer includes or refers to Cascades Germany and all applicable provisions of the Credit Agreement are amended accordingly;
c) Tranche C, in the amount of $95,000,000, will be available to Cascades Europe only in the proportion as to each Lender of its Commitment under Tranche C; and
d) To the extent Cascades Germany had any Borrowings outstanding on the Effective Date at the time of the Cascades Germany Share, Cascades Germany must make a repayment in an amount sufficient to repay such Borrowings and all accrued interest and fees.
3. Conditions Precedent
Prior to or concurrently upon the execution of this Agreement, each Borrower (including Cascades Germany) must have delivered to the Agent a copy of the corporate resolutions
2
and other documents evidencing the authority of the persons herein acting on behalf of such Borrower.
4. Confirmation
Each of the Borrowers represents to the Agent and the Lenders that (i) this Agreement will not result in any Default or Event of Default and (ii) that Cascades Germany has not (and did not have on the Effective Date) any Borrowing outstanding.
5. Fees and Expenses
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, without limitation, the reasonable fees and expenses of counsel for the Agent.
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.
8. Effectiveness
This Agreement will be effective as of February 29, 2008 once the Agent has received an executed copy of this Agreement together with the documentation referred to in Article 3.
3
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) Xxxxx Xxxxxxx |
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Cascades USA Inc. |
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per: |
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(s) Xxxxx Xxxxxxx |
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Cascades Europe SAS |
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per: |
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(s) Xxxxx Xxxxxxx |
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Cascades Arnsberg GmbH |
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per: |
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(s) Xxxxx Xxxxxxx |
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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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per : |
(s) Xxxxxxx Xxxx |
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Vice President |
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(s) Xxxxxx Mahdavl |
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Assistant Vice President |
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International Commercial Operations |
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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 |
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Executive Director |
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(s) E.G. Ramsay |
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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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(s) Xxxxx X. Xxxxxxx, Vice President |
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Caisse centrale Xxxxxxxxxx |
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(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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(s) Xxxxxx Xxxxxxxxx, Vice President |
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Bank of Montreal |
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(s) Xxxxx Xxxxx |
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Bank of Montreal, Chicago Branch |
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(s) Xxxxxxxx X. Xxxxxx |
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Vice President |
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BNP Paribas (Canada) |
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(s) Xxxxx X. Xxxx, Managing Director |
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per : |
(s) Xxxxxxx Xxxxx, Director |
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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 Xxxxxxx |
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(s) Xxxxxxxx Xxxxx, Vice President |
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per : |
(s) Xxxxxxxx Xxxxxxxx, Vice President |
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Comerica Bank, Canada Branch |
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(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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(s) Xxxxx Xxxxxxx |
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The Toronto-Dominion Bank |
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(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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(s) Xxxxx X. Xxxxx |
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Authorized signatory |
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Royal Bank of Canada |
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(s) Xxx Xxxxx |
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Authorized Signatory |
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Royal
Bank of Canada |
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per : |
(s) Xxxxxx Xxxxxx |
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Deutsche Bank AG, Canada Branch |
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(s) Xxxxxx X. Xxxxxxxx |
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Director |
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(s) Xxxxxx 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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(s) Xxxx Xxxxxxxxx, Vice President |
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per : |
(s) Xxxxxx Xxxxxxx, Vice President |
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JPMorgan Chase Bank, N.A., Toronto Branch |
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(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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(s) Xxxxx X. Xxxxxx |
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Executive Director |
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Société Générale (Canada Branch) |
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per : |
(s) X. Xxxxxxx |
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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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(s) Xxxxxx Xxx, Vice President |
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Bank of America, N. A., with respect to Tranche B |
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(s) Xxxxxxx Xxxxx |
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Senior Vice President |
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Citibank, N.A., Canadian branch |
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(s) Xxxxxxxx Xxxx |
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Citicorp North America, Inc., as designated Lender pursuant to Section 20.5 with respect to Tranche B |
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per : |
(s) Xxx X. Xxxxxx, Vice President |
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Rabobank Nederland, Canadian Branch |
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(s) Xxxxxx X. Xxxxxxx |
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Vice President |
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(s) Xxxxxxx X. Xxxxx |
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Executive Director |
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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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(s) Xxxxxxxx Xxxxx, Managing Director |
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Credit Risk Management |
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Wachovia Capital Finance Corporation (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 Second Amending Agreement.
CASCADES BOXBOARD U.S., INC.
CASCADES CANADA INC.
CASCADES
PAPERBOARD INTERNATIONAL INC.
6265642 CANADA INC.
SCIERIE XXXXX INC.
RABOTAGE XXXXX INC.
DOPACO,
INC.
DOPACO PACIFIC LLC
DOPACO LIMITED PARTNERSHIP
DOPACO CANADA, INC.
XXXXXX
INCORPORATED
CONFERENCE CUP LTD.
CASCADES BOXBOARD GROUP — CONNECTICUT LLC
CASCADES AUBURN FIBER INC.
CASCADES MOULDED PULP, INC.
CASCADES PLASTICS INC.
CASCADES DIAMOND, INC.
CASCADES FINE PAPERS GROUP INC.
CASCADES FINE PAPERS GROUP THUNDER BAY INC.
CASCADES FINE PAPERS GROUP (SALES) INC.
CASCADES FINE PAPERS GROUP (USA) INC.
X.X. XXXXX PAPER CORPORATION
CASCADES TISSUE GROUP — ARIZONA INC.
CASCADES TISSUE GROUP — IFC DISPOSABLES INC.
CASCADES TISSUE GROUP — NEW YORK INC.
CASCADES TISSUE GROUP — NORTH CAROLINA INC.
CASCADES TISSUE GROUP — OREGON INC.
CASCADES TISSUE GROUP — PENNSYLVANIA INC.
CASCADES TISSUE GROUP — WISCONSIN INC.
CASCADES TISSUE GROUP — TENNESSEE INC.
CASCADES TISSUE GROUP — SALES INC.
CASCADES TISSUE GROUP — XXXXXXXXX INC.
CASCADES TISSUE GROUP — MARYLAND LLC
NORAMPAC HOLDING US INC.
NORAMPAC NEW YORK CITY INC.
NORAMPAC LEOMINSTER INC.
NORAMPAC FINANCE US INC.
NORAMPAC INDUSTRIES INC.
NORAMPAC DELAWARE LLC
NORAMPAC NOVA SCOTIA COMPANY
NORAMPAC XXXXXXXX INC.
NORAMPAC SCHENECTADY INC.
CASCADES TRANSPORT INC.
KINGSEY FALLS INVESTMENTS INC.
CASCADES ENERGY INITIATIVE INC.
CASCADES DELAWARE LLC
CASCADES NOVA SCOTIA COMPANY
3815285 CANADA INC.
3815315 CANADA INC.
NORAMPAC INC.
CASCADES
ENVIROPAC HPM LLC
6806813 CANADA INC.
6806805 CANADA INC.
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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