EXECUTION COPY
AMENDMENT No. 1, dated as of September 13, 1996 (this "Amendment"), to
the Credit Agreement, dated as of March 20, 1996 as hereby or hereafter amended,
supplemented or otherwise modified, the "Credit Agreement"), among Riverwood
International Corporation (as successor to RIC Holding, Inc.) (the "Borrower"),
the Foreign Subsidiary Borrowers (as therein defined), the several banks and
other financial institutions parties to the Credit Agreement (the "Lenders") and
The Chase Manhattan Bank (formerly known as Chemical Bank), as administrative
agent for the Lenders thereunder (in such capacity, the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the Borrower has requested that the Administrative Agent,
the Lenders and the Machinery Credit Agreement Lenders agree to amend subsection
7.14(a) of the Credit Agreement; and
WHEREAS, the Administrative Agent, the Lenders and the Machinery
Credit Agreement Lenders are willing to agree to the requested amendment but
only on the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows:
A. DEFINITIONS. Unless otherwise defined herein, terms defined in
the Credit Agreement shall have their defined meanings when used herein.
B. AMENDMENT OF SUBSECTION 7.14(a) (PERMITTED TIMBER SECURITIZATION
TRANSACTION). Subsection 7.14(a) of the Credit Agreement is hereby amended by
deleting the phrase "the 180th day following the Effective Date" in the third
line thereof and substituting therefor "November 30, 1996".
C. CONDITIONS TO EFFECTIVENESS. The effectiveness of this Amendment
shall be subject to the satisfaction of the following conditions precedent:
1. AMENDMENT. The Administrative Agent shall have received
counterparts of this Amendment executed by the Borrower and consented to by the
Combined Required Lenders.
2. REAFFIRMATION OF GUARANTEES. The Administrative Agent shall have
received a reaffirmation of the Holding Guarantee and the Subsidiaries Guarantee
executed by Holding and the Domestic Subsidiaries, respectively, forms of which
are attached hereto as Exhibit A and Exhibit B, respectively.
D. REPRESENTATIONS AND WARRANTIES.
In order to induce the Administrative Agent, the Lenders and the
Machinery Credit Agreement Lenders to enter into this Amendment, the Borrower
hereby represents and warrants to the Administrative Agent and such lenders as
follows:
The representations and warranties of the Borrower contained in
Section 5 of the Credit Agreement are true and correct in all material respects
on and as of the Amendment Effective Date (after giving effect hereto) as if
made on and as of the Amendment Effective Date (except where such
representations and warranties expressly relate to an earlier date in which case
such representations and warranties were true and correct in all material
respects as of such earlier date); PROVIDED that all references to the "Credit
Agreement" in such Section 5 shall be and are deemed to mean this Amendment as
well as the Credit Agreement as amended hereby.
E. MISCELLANEOUS.
1. EFFECTIVE DATE. As used in this Amendment the term "Amendment
Effective Date" shall mean the date on which all conditions precedent pursuant
to Section C hereof shall have been satisfied.
2. APPLICABLE LAW AND JURISDICTION. This Amendment has been executed
and delivered in New York, New York, and the rights and obligations of the
parties hereto shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York.
3. COUNTERPARTS. This Amendment may be executed by the parties
hereto in any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
2
4. FEES AND EXPENSES. The Borrower agrees to pay and reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
in connection with the negotiation, preparation, execution and delivery of this
Amendment, including without limitation the reasonable fees and expenses of
Xxxxxxx Xxxxxxx & Xxxxxxxx.
5. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the Borrower and its successors and assigns, and upon
the Administrative Agent, the Lenders and the Machinery Credit Agreement Lenders
and their successors and assigns. The execution and delivery of this Amendment
by any Lender shall be binding upon its successors and assigns.
6. CONTINUING EFFECT. Except as expressly amended and waived hereby,
the Credit Agreement as amended by this Amendment shall continue to be and shall
remain in full force and effect in accordance with its terms. This Amendment
shall not constitute an amendment or waiver of any provision of the Credit
Agreement not expressly referred to herein and shall not be construed as an
amendment, waiver or consent to any action on the part of the Borrowers that
would require an amendment, waiver or consent of the Administrative Agent, the
Lenders or the Machinery Credit Agreement Lenders except as expressly stated
herein. Any reference to the "Credit Agreement" in the Loan Documents or any
related documents shall be deemed to be a reference to the Credit Agreement as
amended and waived by this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
day and year first above written.
RIVERWOOD INTERNATIONAL CORPORATION
By:
-----------------------------------
Title:
THE CHASE MANHATTAN BANK (formerly known
as Chemical Bank), as Administrative
Agent,Swing Line Lender, Issuing Lender
and Lender
By:
-----------------------------------
Title:
3
CONSENT TO:
ACADIA PARTNERS, L.P.
By: Acadia FW Partners, L.P.
as General Partner of Acadia
Partners, L.P.
By: Acadia MGP, Inc. as
Managing General
Partner of the General
Partner
By:
---------------------------
Title:
AERIES FINANCE LTD.
By:
---------------------------
Title:
ARAB AMERICAN BANK
By:
---------------------------
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
---------------------------
Title:
By:
---------------------------
Title:
4
BANCO ESPIRITO SANTO e COMERCIAL
de LIBOSA, NASSAU BRANCH
By:
---------------------------
Title:
By:
---------------------------
Title:
BANK OF AMERICA ILLINOIS
By:
---------------------------
Title:
BANK OF MONTREAL
By:
---------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
---------------------------
Title:
BANK OF TOKYO-MITSUBISHI, LTD.
By:
---------------------------
Title:
BANKERS TRUST COMPANY
By:
---------------------------
Title:
0
XXX XXXX XX XXX XXXX
By:
---------------------------
Title:
BANQUE NATIONALE DE PARIS
By:
---------------------------
Title:
By:
---------------------------
Title:
BANQUE WORMS CAPITAL CORPORATION
By:
---------------------------
Title:
By:
---------------------------
Title:
BARCLAYS BANK PLC
By:
---------------------------
Title:
CAPTIVA FINANCE LTD.
By:
---------------------------
Title:
6
CHL HIGH YIELD LOAN PORTFOLIO,
a unit of The Chase Manhattan Bank
By:
---------------------------
Title:
CIBC INC.
By:
---------------------------
Title:
CERES FINANCE, LTD.
By:
---------------------------
Title:
CHRISTIANIA BANK OG KREDITKASSE
By:
---------------------------
Title:
CITIBANK
By:
---------------------------
Title:
CoBANK, ACB
By:
---------------------------
Title:
7
COMERICA BANK
By:
---------------------------
Title:
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By:
---------------------------
Title:
By:
---------------------------
Title:
CREDIT AGRICOLE
By:
---------------------------
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH
By:
---------------------------
Title:
By:
---------------------------
Title:
CREDITANSTALT-BANKVERIEN
By:
---------------------------
Title:
By:
---------------------------
Title:
8
CREDIT SUISSE
By:
---------------------------
Title:
By:
---------------------------
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
---------------------------
Title:
FIRSTRUST BANK
By:
---------------------------
Title:
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By:
---------------------------
Title:
THE FUJI BANK, LIMITED,
ATLANTA AGENCY
By:
---------------------------
Title:
XXXXXXX XXXXX CREDIT PARTNERS
By:
---------------------------
Title:
9
HIBERNIA NATIONAL BANK
By:
---------------------------
Title:
IMPERIAL BANK
By:
---------------------------
Title:
INDOSUEZ CAPITAL FUNDING II, LTD.
By:
---------------------------
Title:
ING CAPITAL CORPORATION
By:
---------------------------
Title:
ING CAPITAL ADVISORS, INC.
By:
---------------------------
Title:
KEYPORT LIFE INSURANCE COMPANY
By:
---------------------------
Title:
XXXXXX COMMERCIAL PAPER INC.
By:
---------------------------
Title:
10
MS SENIOR FUNDING INC.
By:
---------------------------
Title:
MEDICAL LIABILITY MUTUAL INSURANCE
By:
---------------------------
Title:
MELLON BANK, N.A.
By:
---------------------------
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By:
---------------------------
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
---------------------------
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX
By:
---------------------------
Title:
MIDLAND BANK PLC, NEW YORK BRANCH
By:
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Title:
11
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
---------------------------
Title:
XXXXXX GUARANTY TRUST CO.
By:
---------------------------
Title:
NATIONAL BANK OF KUWAIT
By:
---------------------------
Title:
NATIONAL CITY BANK
By:
---------------------------
Title:
NATIONSBANK, N.A.
By:
---------------------------
Title:
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By:
---------------------------
Title:
12
NEW YORK LIFE INSURANCE
COMPANY
By:
---------------------------
Title:
ORIX USA CORPORATION
By:
---------------------------
Title:
PNC BANK, NATIONAL ASSOCIATION
By:
---------------------------
Title:
PEARL STREET L.P.
By:
---------------------------
Title:
PILGRIM AMERICA PRIME RATE TRUST
By:
---------------------------
Title:
PRIME INCOME TRUST
By:
---------------------------
Title:
PROTECTIVE LIFE INSURANCE COMPANY
By:
---------------------------
Title:
13
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By:
---------------------------
Title:
SENIOR DEBT PORTFOLIO
By:
---------------------------
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By:
---------------------------
Title:
SOCIETE GENERALE
By:
---------------------------
Title:
SOUTHERN PACIFIC THRIFT & LOAN
ASSOCIATION
By:
---------------------------
Title:
STRATA FUNDING LIMITED
By:
---------------------------
Title:
TORONTO DOMINION (TEXAS), INC.
By:
---------------------------
Title:
14
USL CAPITAL CORPORATION
By:
---------------------------
Title:
XXXXX FARGO BANK, N.A.
By:
---------------------------
Title:
THE YASUDA TRUST BANKING COMPANY,
LTD.
By:
---------------------------
Title:
15
EXHIBIT A
REAFFIRMATION OF HOLDING GUARANTEE
The undersigned hereby (i) acknowledges receipt of a copy of, and
hereby consents to the matters set forth in, the foregoing Amendment and (ii)
ratifies and confirms in all respects its obligations under the Holding
Guarantee (as defined in such Amendment).
Dated as of: September __, 1996
RIVERWOOD HOLDING, INC.
By:
-----------------------------------
Title:
16
EXHIBIT B
REAFFIRMATION OF SUBSIDIARIES GUARANTEE
The undersigned hereby (i) acknowledge receipt of a copy of, and
hereby consent to the matters set forth in, the foregoing Amendment and (ii)
ratify and confirm in all respects their obligations under the Subsidiaries
Guarantee (as defined in such Amendment).
Dated as of: September __, 1996
NEW RIVER TIMBER, INC.
By:
---------------------------
Title:
XXXXXX SOUTH COMPANY
By:
---------------------------
Title:
RIVERWOOD INTERNATIONAL
ENTERPRISES, INC.
By:
---------------------------
Title:
RIVERWOOD INTERNATIONAL MACHINERY, INC.
By:
---------------------------
Title:
PINE PIPELINE, INC.
By:
---------------------------
Title:
17
RIVERWOOD SWEDISH INVESTMENTS, INC.
By:
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Title:
18
