EXHIBIT 99.1
AMENDMENT NO. 1
AMENDMENT NO. 1 (this “Amendment”), dated as of December 1, 2005, to the Credit Agreement, dated as of December 1, 2004, by and among MeadWestvaco Corporation, a Delaware corporation, the Banks party thereto, The Bank of New York, as Administrative Agent, JPMorgan Chase Bank, National Association and Citibank, N.A., as Syndication Agents, Bank of America, N.A. and Barclays Bank PLC, as Documentation Agents, Bank of Tokyo-Mitsubishi Trust Company, ING Capital LLC, UBS AG, Stamford Branch and Wachovia Bank, National Association, as Managing Agents, and Commerzbank AG, New York and Grand Cayman Branches, Sumitomo Mitsui Banking Corporation, SunTrust Bank and William Street Commitment Corporation, as Co-Agents, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
RECITALS
I. The parties hereto desire to amend the Credit Agreement to reduce the aggregate Commitments, extend the Maturity Date, and change the pricing, all to the extent set forth herein and subject to the terms and conditions hereof.
II. Unless the context otherwise requires, capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Accordingly, in consideration of the terms and conditions hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. The first paragraph and the table appearing in the defined term “Applicable Percentage” contained in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety as follows:
“Applicable Percentage” means (i) with respect to Committed Euro-Dollar Borrowings, Committed Alternate Currency Borrowings, Swingline Loans and the fee referred to in Section 2.8(c)(i), at all times during which the applicable Pricing Level set forth below is in effect, the percentage set forth below for such Pricing Level under the heading “Applicable Percentage and LC Fee”, (ii) with respect to the fee referred to in Section 2.8(a), at all times during which the applicable Pricing Level set forth below is in effect, the percentage set forth below for such Pricing Level under the heading “Facility Fee Rate”, and (iii) with respect to the fee referred to in Section 2.8(b), at all times during which the applicable Pricing Level set forth below is in effect, the percentage set forth below for such Pricing Level under the heading “Utilization Fee Rate”:
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Pricing Levels
| | Applicable
Percentage and
LC Fee
| | | Facility Fee
Rate
| | | Utilization Fee Rate
| |
I | | 0.180 | % | | 0.070 | % | | 0.100 | % |
II | | 0.220 | % | | 0.080 | % | | 0.100 | % |
III | | 0.310 | % | | 0.090 | % | | 0.100 | % |
IV | | 0.400 | % | | 0.100 | % | | 0.100 | % |
V | | 0.500 | % | | 0.125 | % | | 0.100 | % |
VI | | 0.600 | % | | 0.150 | % | | 0.125 | % |
VII | | 0.800 | % | | 0.200 | % | | 0.125 | % |
2. The defined term “Commitment” contained in Section 1.1 of the Credit Agreement is hereby amended by deleting the word “hereof” contained therein and inserting in its place the words “to Amendment No. 1 to this Credit Agreement”.
3. The defined term “Maturity Date” contained in Section 1.1 of the Credit Agreement is hereby amended by deleting the date “December 1, 2009” contained therein and inserting in its place the date “December 1, 2010”.
4. Section 2.8(b) of the Credit Agreement is hereby amended by deleting the percentage “0.125%” appearing therein and inserting the words “the Applicable Percentage” in its place.
5. Paragraphs 1 through 4 hereof shall not be effective unless and until the Administrative Agent shall have received from each Person listed on the signature pages hereto either (a) a counterpart of this Amendment signed on behalf of such Person or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment.
6. The Borrower hereby (i) reaffirms and admits the validity and enforceability of each Loan Document and its obligations thereunder, and agrees and admits that it has no defense to or offset against any such obligation, and (ii) represents and warrants that no Default has occurred and is continuing and that all of the representations and warranties contained in the Loan Documents are true and correct, except as the context thereof otherwise requires and except for those representations and warranties which by their terms or by necessary implication are expressly limited to a state of facts existing at a time prior to the date hereof, or such other matters relating thereto as are identified in a writing to the Administrative Agent and the Lenders and are satisfactory to the Administrative Agent and the Lenders.
7. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. This Amendment constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.
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8. Each Loan Document shall in all other respects remain in full force and effect.
9. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed by their respective authorized officers as of the day and year first above written.
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| MEADWESTVACO CORPORATION |
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| By: | | /s/ Robert E. Birkenholz
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| Name: | | Robert E. Birkenholz |
| Title: | | Treasurer |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $66,000,000 | | | | THE BANK OF NEW YORK, as a Bank, as an Issuing Bank and as the Administrative Agent |
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| | | | | By: | | /s/ Ken Sneider
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| | | | | Title: | | Vice President |
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| | | | | | | Address: | | One Wall Street, 22nd Floor New York, New York 10286 Attention: Kenneth P. Sneider, Jr. |
| | | | | | | Facsimile: | | (212) 635-1480 |
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| | | | | | | | | with a copy to |
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| | | | | | | Address: | | One Wall Street, 18th Floor |
| | | | | | | | | New York, New York 10286 |
| | | | | | | | | Attention: Susan Baratta |
| | | | | | | Facsimile: | | (212) 635-6365, 6366 or 6367 |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $66,000,000 | | | | JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a Bank, as an Issuing Bank and as a Syndication Agent |
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| | | | | By: | | /s/ Peter S. Predun
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| | | | | Title: | | Vice President |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $66,000,000 | | | | CITIBANK, N.A., as a Bank, as an Issuing Bank and as a Syndication Agent |
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| | | | | By: | | /s/ George Van
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| | | | | Title: | | Managing Director |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $63,000,000 | | | | BANK OF AMERICA, N.A., as a Bank, as an Issuing Bank and as a Documentation Agent |
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| | | | | By: | | /s/ Andrew Stinson
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| | | | | Title: | | Vice President |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $63,000,000 | | | | BARCLAYS BANK PLC, as a Bank, as an Issuing Bank and as a Documentation Agent |
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| | | | | By: | | /s/ David Barton
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| | | | | Title: | | Associate Director |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $52,500,000 | | | | BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Bank and as a Managing Agent |
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| | | | | By: | | /s/ K. Ossolinski
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| | | | | Title: | | Vice President |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $52,500,000 | | | | ING CAPITAL LLC, as a Bank and as a Managing Agent |
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| | | | | By: | | /s/ Gil Kirkpatrick
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| | | | | Title: | | Director |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $52,500,000 | | | | UBS LOAN FINANCE, LLC |
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| | | | | By: | | /s/ Marc Sileo
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| | | | | Title: | | Associate Director, Banking Products Services, US |
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| | | | | By: | | /s/ Toba Lunbantobing
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| | | | | Title: | | Associate Director, Banking Products Services, US |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $52,500,000 | | | | WACHOVIA BANK, NATIONAL ASSOCIATION, as a Bank and as a Managing Agent |
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| | | | | By: | | /s/ Andrew Phelps
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| | | | | Title: | | Vice President |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $35,250,000 | | | | COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Bank and as a Co-Agent |
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| | | | | By: | | /s/ Subash R. Viswanathan
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| | | | | Title: | | Senior Vice President |
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| | | | | By: | | /s/ Barbara Peters
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| | | | | Title: | | Assistant Treasurer |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $35,250,000 | | | | SUMITOMO MITSUI BANKING CORPORATION, as a Bank and as a Co-Agent |
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| | | | | By: | | /s/ David A. Buck
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| | | | | Title: | | Senior Vice President |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $35,250,000 | | | | SUNTRUST BANK, as a Bank and as a Co-Agent |
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| | | | | By: | | /s/ Stacy Lewis
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| | | | | Title: | | Vice President |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $35,250,000 | | | | WILLIAM STREET COMMITMENT CORPORATION, as a Bank and as a Co-Agent |
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| | | | | By: | | /s/ Mark Valton
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| | | | | Title: | | Assistant Vice President |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $30,000,000 | | | | THE NORTHERN TRUST COMPANY |
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| | | | | By: | | /s/ Lisa McDermott
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| | | | | Title: | | Vice President |
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $22,500,000 | | | | THE BANK OF NOVA SCOTIA |
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| | | | | By: | | /s/ Todd Meller
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MEADWESTVACO CORPORATION
AMENDMENT NO. 1
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Commitment: $22,500,000 | | | | THE ROYAL BANK OF SCOTLAND, PLC |
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| | | | | By: | | /s/ Robert W. Casey, Jr.
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| | | | | Title: | | Senior Vice President |
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