FIFTH AMENDMENT TO CREDIT AGREEMENT
This Fifth Amendment to Credit Agreement ("Fifth Amendment") is entered
into this 28th day of February, 1996 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, September 30, 1994 and
February 28, 1995, 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 Fifth Amendment.
B. The parties further wish to amend the Agreement to change certain
pricing terms 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 Fifth Amendment, except as may be otherwise
provided in this Fifth Amendment, including, specifically, the definition in
Section 1.1 of the Agreement for "Termination Date" which definition is hereby
deleted and replaced with the following:
"Termination Date" means February 28, 1998 (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. Euro-Bank Rate. Section 2.7(b) of the Agreement is hereby amended to
delete the definition of the term "Euro-Dollar Margin" and to replace it with
the following:
"Euro-Dollar Margin", during any fiscal quarter of Borrower, means: (a)
0.2%, if the Capitalization Ratio as of the end of the preceding fiscal
quarter was less than 0.30, (b) 0.25%, if the Capitalization Ratio as of
the end of the preceding fiscal quarter was greater than or equal to
0.30 and less than 0.40, (c) 0.325%, if the Capitalization Ratio as of
the end of the preceding fiscal quarter was greater than or equal to
0.40 and less than 0.55, and (d) 0.5%, if the Capitalization Ratio as of
the end of the preceding fiscal quarter was greater than or equal to
0.55.
3. Facility Fee. Section 2.8(a) of the Agreement is hereby deleted in
its entirety and replaced with the following:
(a) Facility Fee. Borrower shall pay to the Agent quarterly in arrears,
for the account of the Banks ratable in portion to their Commitments, a
facility fee equal to a percentage per annum of the aggregate
Commitments, according to the following schedule:
Capitalization Ratio
as of the end of the
preceding fiscal quarter Facility Fee percentage
Less than .30 0.10%
Greater than or equal to
.30 and less than .40 0.125%
Greater than or equal to
.40 and less than .55 0.175%
Greater than or equal to
.55 0.25%
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 1996 (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, 1997 (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. Effective Date. This Fifth Amendment shall be effective on February
28, 1996 (the "Effective Date") subject to the condition precedent that on or
prior to said date, each of the following events have occurred:
a. This Fifth 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 Fifth Amendment.
6. Representations and Warranties. Borrower hereby represents and
warrants as follows:
a. This Fifth 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
Fifth 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 Fifth Amendment.
7. Other Terms. Except as specifically amended by this Fifth 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.
8. Counterparts. This Fifth 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, 1996.
Borrower Agent
LONGVIEW FIBRE COMPANY SEATTLE-FIRST NATIONAL BANK
\s\ X. X. Xxxxxxxx \s\ Xxxx X. Xxxxx
By: X. X. Xxxxxxxx By: Xxxx X. Xxxxx
Title: Sr. Vice President-Finance Title: Asst. Vice President
Percentage of
BANKS: Commitment Commitment
SEATTLE-FIRST NATIONAL BANK $56.0 Million 30.10%
\s\ Xxxxxx X. Xxxxxx, III
By: Xxxxxx X. Xxxxxx, III
Title: Vice President
BANK OF AMERICA NATIONAL $26.0 Million 13.98%
TRUST & SAVINGS ASSOCIATION
\s\ Xxxx X. Xxxxx
By: Xxxx X. Xxxxx
Title: Managing Director
ABN AMRO BANK N.V., Seattle Branch $26.0 Million 13.98%
By: ABN AMRO North America, Inc.,
as agent
\s\ X. X. Xxxx
By: X. X. Xxxx
Title: Vice President
\s\ Xxxxx XxXxxxxx
By: Xxxxx XxXxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA $26.0 Million 13.98%
\s\ Xxxxxxx Xxxxx
By: Xxxxxxx Xxxxx
Title: Officer
UNITED STATES NATIONAL BANK $26.0 Million 13.98%
OF OREGON
\s\ Xxxxxx X. Xxxxx
By: Xxxxxx X. Xxxxx
Title: Vice President
UNION BANK OF SWITZERLAND $26.0 Million 13.98%
Los Angeles Branch
\s\ Xxxxxx Xxxxxxxx
By: Xxxxxx Xxxxxxxx
Title: Asst. Vice President
\s\ Xxxxxx X. Xxxxxxxx
By: Xxxxxx X. Xxxxxxxx
Title: Vice President
