EXHIBIT 10.2
EXECUTION COPY
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT dated as of September 23, 1998 among CROWN PAPER CO., CROWN
VANTAGE INC., the BANKS listed on the signature pages hereof (the "Banks") and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the
"Administrative Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit Agreement
dated as of August 15, 1995 (as heretofore amended, the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as more fully set
forth below;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms. Unless otherwise specifically defined herein,
each term used herein which is defined in the Agreement shall have the meaning
assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall from and after the date hereof refer to the Agreement as amended
hereby.
Section 2. Amendments. (a) The definition of "Asset Sale" in Section
1.1 of the Credit Agreement is amended (i) by replacing the "and" immediately
before clause (iii) with a comma and by inserting "and (iv) dispositions
pursuant to the Settlement" immediately after the term "Permitted Receivables
Dispositions" and (ii) by replacing the number (iii) by the number (iv) in the
proviso.
(b) Section 1.1 of the Credit Agreement is amended by the addition in the
appropriate alphabetical positions of the following defined terms:
"Settlement" means the transactions contemplated by the Option and
Settlement Agreement dated as of March 18, 1998 among the Borrower,
Holdings, Fort James Corporation and certain subsidiaries of the Fort James
Corporation, but specifically
excluding the exercise of the option granted pursuant to Article III
thereof.
(c) Section 5.17 (a) of the Credit Agreement is amended by deleting the "and"
at the end of clause (vi), replacing the period at the end of clause (vii)
with "; and" and inserting the following new clause (viii):
"(viii) the receipt of $8,045,796 in aggregate principal amount of
Seller Notes pursuant to the terms of the Settlement."
Section 3. Waiver and Consent. (a) Transaction Documents. The Required
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Banks hereby waive Section 5.21 solely to the extent necessary to permit the
solicitation and effectuation of the Settlement.
(b) Subordinated Notes. The Required Banks hereby consent to the
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solicitation and effectuation by the Borrower of amendments to the Subordinated
Note Indenture consistent with Section 2 of this Amendment.
(c) Retroactivity. The Required Banks hereby waive any Default which may
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have arisen in connection with the solicitations referred to in Sections 3(a)
and 3(b) above prior to the effectiveness of this Amendment under Section 5.21
or 5.23(b) which would not have arisen had this Amendment been in effect at the
time.
Section 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 5. Counterparts; Effectiveness. 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 thereto and hereto were upon the same instrument.
This Amendment shall become effective as of the date hereof when the
Administrative Agent shall have received (x) duly executed counterparts hereof
signed by the Borrower and the Required Banks (or, in the case of any party as
to which an executed counterpart shall not have been received, the
Administrative Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such party)
and (y) for the account of each Bank, an amendment fee in such amount as shall
have been previously agreed upon between the Borrower and the Banks.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
CROWN PAPER CO.
By
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Name:
Title:
CROWN VANTAGE INC.
By
-------------------------
Name:
Title:
3
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By
-------------------------
Name:
Title:
THE BANK OF NEW YORK
By
-------------------------
Name:
Title:
By
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Name:
Title:
CERES FINANCE LTD.
By
-------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By
-------------------------
Name:
Title:
4
CREDITANSTALT CORPORATE
FINANCE, INC.
By
-------------------------
Name:
Title:
By
-------------------------
Name:
Title:
CHRISTIANIA BANK OG
KREDITKASSE
By
-------------------------
Name:
Title:
By
-------------------------
Name:
Title:
CREDIT LYONNAIS
NEW YORK BRANCH
By
-------------------------
Name:
Title:
5
DRESDNER BANK AG, NEW YORK
BRANCH AND GRAND
CAYMAN BRANCH
By
-------------------------
Name:
Title:
By
-------------------------
Name:
Title:
FIRST SOURCE FINANCIAL LLP, by
FIRST SOURCE FINANCIAL,
INC., its Agent/Manager
By
-------------------------
Name:
Title:
KZH III LLC
By
-------------------------
Name:
Title:
THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.
By
-------------------------
Name:
Title:
6
MARINE MIDLAND BANK
By
-------------------------
Name:
Title:
MERRILL LYNCH PRIME RATE
PORTFOLIO
By: Merrill Lynch Asset Management,
LP, as Investment Advisor
By
-------------------------
Name:
Title:
MERRILL LYNCH SENIOR
FLOATING RATE FUND, INC.
By
-------------------------
Name:
Title:
MORGAN STANLEY SENIOR
FUNDING, INC.
By
-------------------------
Name:
Title:
7
NATEXIS BANQUE
By
-------------------------
Name:
Title:
NATIONSBANK, N.A.
By
-------------------------
Name:
Title:
THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY
By
-------------------------
Name:
Title:
PNC BANK NATIONAL
ASSOCIATION
By
-------------------------
Name:
Title:
PRIME INCOME TRUST
By
-------------------------
Name:
Title:
8
PAMCO CAYMAN
By: Highland Capital Management LP,
as Collateral Manager
By
-------------------------
Name:
Title:
KEYPORT LIFE INSURANCE
COMPANY
By: Stein Roe & Farnham Incorporated,
as Agent for Keyport Life Insurance
Company
By
-------------------------
Name:
Title:
SOUTHERN PACIFIC BANK
By
-------------------------
Name:
Title:
STRATA FUNDING LTD.
By
-------------------------
Name:
Title:
9
TORONTO DOMINION (TEXAS),
INC.
By
-------------------------
Name:
Title:
VAN KAMPEN AMERICAN
CAPITAL PRIME RATE INCOME
TRUST
By
-------------------------
Name:
Title:
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management LP,
as Collateral Manager
By
-------------------------
Name:
Title:
MORGAN GUARANTY TRUST
COMPANY, as Administrative
Agent and Collateral Agent
By
-------------------------
Name:
Title:
10