1
FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Fourth Amendment to Amended and Restated Credit Agreement (this
"Amendment") is entered into as of December 12, 1995 among SHOREWOOD PACKAGING
CORPORATION (the "U.S. Borrower") and SHOREWOOD CORPORATION OF CANADA LIMITED
(the "Canadian Borrower") (collectively, the U.S. Borrower and the Canadian
Borrower are referred to as the "Borrowers"), NATIONSBANK, N.A. (formerly known
as NationsBank, N.A. (Carolinas) and NationsBank of North Carolina, N.A.), as
Administrative Agent, THE BANK OF NOVA SCOTIA, as Canadian Administrative Agent
and the Lenders party to the Credit Agreement (as defined below). All
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Credit Agreement.
RECITALS
A. The Borrowers, the Administrative Agent, the Canadian Administrative
Agent and the Lenders entered into that certain Amended and Restated Credit
Agreement dated as of February 25, 1994 (as amended by that certain First
Amendment to Amended and Restated Credit Agreement dated as of July 18, 1994,
that certain Second Amendment to Amended and Restated Credit Agreement dated as
of November 22, 1994 and that certain Third Amendment to Amended and Restated
Credit Agreement dated as of July 28, 1995, the "Credit Agreement").
B. The Borrowers have requested, and the Lenders have agreed, to
amend the terms of the Credit Agreement as set forth below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions.
a. The following definitions in Section 1.01 of the Credit
Agreement are amended to read as follows:
"Administrative Agent" means NationsBank, N.A., a
national banking association.
"NationsBank" means NationsBank, N.A.
"Capital Expenditures" means any current expenditure by the
Consolidated Shorewood Group for fixed or capital assets as
reflected on the financial statement of the Consolidated
Shorewood Group, as prepared in accordance with GAAP;
provided, however, that the expenditures
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incurred in (i) the Toronto Facility Transaction and (ii) the
acquiring, constructing and equipping of a manufacturing
facility in Springfield, Oregon (the "Pacific Northwest
Facility") in an amount not to exceed $22,000,000, shall not,
for the purposes of this Agreement, be considered a Capital
Expenditure.
"Excess Cash Flow" means EBITDA minus (a) Interest Expense
actually paid by the Consolidated Shorewood Group minus (b)
tax expenses actually paid by the Consolidated Shorewood Group
minus (c) Capital Expenditures minus (d) any principal
payments made by the Consolidated Shorewood Group on their
term indebtedness minus (e) net positive changes in: Accounts
Receivable and Inventory of the Consolidated Shorewood Group
less changes in accounts payable and accrued expenses of the
Consolidated Shorewood Group (as calculated in accordance with
GAAP) minus (f) the capital expenditures incurred in the
construction of the Pacific Northwest Facility (as defined in
the definition of Capital Expenditures) up to an aggregate
amount of $22,000,000, all as calculated at the end of each
fiscal year.
"Required Term Loan Principal Payments" means for any U.S.
Term Loan Installment Payment and any Canadian Term Loan
Installment Payment, the amount corresponding to such date as
set forth below:
U.S. Canadian
Term Loan Required Term Required Term
Installment Loan Principal Loan Principal
Payment Dates Payment Payment
------------- -------------- --------------
August 7, 1994 $2,900,000 $600,000
November 7, 1994 $2,900,000 $600,000
February 7, 1995 $2,900,000 $600,000
May 7, 1995 $2,900,000 $600,000
August 7, 1995 $4,800,000 $1,200,000
November 7, 1995 $4,800,000 $1,200,000
February 7, 1996 $4,800,000 $1,200,000
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May 7, 1996 $4,800,000 $1,200,000
August 7, 1996 $4,800,000 $1,200,000
November 7, 1996 $4,800,000 $1,200,000
February 7, 1997 $4,800,000 $1,200,000
May 7, 1997 $4,800,000 $1,200,000
August 7, 1997 $5,750,000 $1,500,000
November 7, 1997 $5,750,000 $1,500,000
February 7, 1998 $5,750,000 $1,500,000
May 7, 1998 $5,750,000 $1,500,000
August 7, 1998 $5,750,000 $1,500,000
November 7, 1998 $5,750,000 $1,500,000
February 7, 1999 $5,750,000 $1,500,000
May 7, 1999 $5,750,000 $1,500,000
August 7, 1999 $6,500,000
November 7, 1999 $6,500,000
February 7, 2000 $6,500,000
May 7, 2000 $6,500,000
With respect to Canadian Required Term Loan Principal Payments, such
payments shall be payable in Canadian dollars at an exchange rate equal
to $1.3217 (Canadian) to $1.00 (U.S.).
"Revolving Loans Maturity Date" means May 7, 2000.
"Term Loans Maturity Date" means May 7, 2000 with respect to
the U.S. Term Loan and May 7, 1999 with respect to the
Canadian Term Loan.
"U.S. Revolving Loan Commitment" means $53,000,000
(U.S.) as such amount may be reduced in accordance with
Section 2.09 of this Agreement.
"U.S. Term Loan Commitment" means $122,000,000 (U.S.).
2. The U.S. Revolving Loans. Subsection (ii) of Section 2.01
of the Credit Agreement is amended in its entirety to read
as follows:
(ii) the aggregate amount of U.S. Revolving Loans outstanding
plus Canadian Revolving Loans outstanding plus Letter of
Credit Obligations outstanding plus BA Revolving Obligations
outstanding plus Swing Line Loans outstanding may not exceed
the lesser of (A) the Borrowing Base and (B) $65,000,000
(U.S.);
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3. Letter of Credit Subfacility. Subsection (a)(ii) of
Section 2.01A of the Credit Agreement is amended in its
entirety to read as follows:
(ii) the sum of U.S. Revolving Loans outstanding plus Canadian
Revolving Loans outstanding plus Letter of Credit Obligations
outstanding plus BA Revolving Obligations outstanding plus
Swing Line Loans outstanding shall not at any time exceed the
lesser of (A) $65,000,000 (U.S.) or (B) the Borrowing Base,
4. The Canadian Revolving Loans. Subsection (ii) of
Section 2.02 of the Credit Agreement is amended in its
entirety to read as follows:
(ii) the aggregate amount of U.S. Revolving Loans outstanding
plus Canadian Revolving Loans outstanding plus Letter of
Credit Obligations outstanding plus BA Revolving Obligations
outstanding plus Swing Line Loans outstanding may not exceed
the lesser of (A) the Borrowing Base and (B) $65,000,000
(U.S.);
5. Funding of Advances to Borrowers. A new Section 2.05(c) is
added to the Credit Agreement and shall read as follows:
(c) The proceeds of Revolving Loans may not be used to
repurchase shares of the U.S. Borrower pursuant to the terms
of Section 8.08(c) hereof unless, after giving effect to any
Revolving Loan requested for such purpose, the sum of the
aggregate outstanding amount of U.S. Revolving Loans, Canadian
Revolving Loans, Letter of Credit Obligations, BA Revolving
Obligations and the Swing Line Loans is at least $10,000,000
less than the lesser of the Borrowing Base or the Revolving
Loan Commitments.
6. U.S. Term Commitment. Section 3.01 of the Credit Agreement
is amended to read as follows:
The Borrowers acknowledge and agree that the initial
$96,000,000 of the U.S. Term Loan Commitment was provided to
the U.S. Borrower on January 14, 1994, and the additional
$26,000,000 with respect to the U.S. Term Loan Commitment was
provided to the U.S. Borrower on December 12, 1995. The
Lenders and the Borrowers agree that as of December 12, 1995,
after giving effect to the advancement of the additional
$26,000,000, the principal amount outstanding under the U.S.
Term Loan is $100,800,000 as a result of principal payments
made by the U.S. Borrower on the outstanding balance of the
U.S. Term Loan between January 14, 1994 and December 12, 1995.
7. Scheduled Repayments. The first sentence of Section 3.04 of
the Credit Agreement is amended to read as follows:
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The principal amount of the Term Loans shall be due and
payable in quarterly installments on each Term Loan
Installment Payment Date, beginning with the installment date
due August 7, 1994 and ending with the installment date due
May 7, 1999 with respect to the Canadian Term Loan and May 7,
2000 with respect to the U.S. Term Loan.
8. Issuance of Bankers' Acceptances. Subsection (a)(ii) of
Section 3A.01 of the Credit Agreement is hereby amended to
read as follows:
(ii) the sum of U.S. Revolving Loans outstanding plus Canadian
Revolving Loans outstanding plus Letter of Credit Obligations
outstanding plus BA Revolving Obligations outstanding plus
Swing Line Loans outstanding shall not at any time exceed the
lesser of (A) $65,000,000 (U.S.) or (B) the Borrowing Base.
9. Mandatory Prepayments.
(a) Subsection (A) of Section 4.06(b)(i) of the Credit
Agreement is hereby amended in its entirety to read as
follows:
(A) the sum of U.S. Revolving Loans outstanding plus Canadian
Revolving Loans outstanding plus Letter of Credit Obligations
outstanding plus BA Revolving Obligations outstanding plus
Swing Line Loans outstanding exceeds the lesser of (1)
$65,000,000 (U.S.) or (2) the Borrowing Base (as last reported
by the Borrowers);
(b) The proviso at the end of Section 4.06(b)(iv) of the Credit
Agreement is hereby amended in its entirety to read as follows:
provided, however, that no prepayment under this Section
4.06(b)(iv) shall be required subsequent to the date that the
U.S. Borrower raises a net amount in an equity offering of (A)
$35,000,000 plus (B) fifty percent of the purchase price paid
for any shares repurchased by the U.S. Borrower pursuant to
Section 8.08(c) hereof.
10. Financial Covenants.
a. Subsection (c) of Section 7.13 of the Credit Agreement
is hereby amended in its entirety to read as follows:
(c) Net Worth. The consolidated Net Worth of the
Consolidated Shorewood Group shall not be less than:
(i) $20,000,000, plus
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(ii) an amount, determined at the end of each fiscal
quarter, commencing with the quarterly fiscal period ending
closest to January 31, 1996, equal to 50% of Net Income earned
by the Consolidated Shorewood Group (with no deductions for
any losses incurred during any fiscal quarter), plus
(iii) 50% of all Net Proceeds from the issuance of
equity securities (or the conversion of debt into
equity), plus
(iv) $40,000,000 less the dollar amount used to
repurchase shares pursuant to Section 8.08(c) hereof.
b. Subsection (d) of Section 7.13 of the Credit Agreement
is hereby amended in its entirety to read as follows:
(d) Debt to Cash Flow. The Debt to Cash Flow
Ratio at the end of each fiscal quarter shall not
be greater than:
(i) For each fiscal quarter ending during the
period beginning with the fiscal quarter ending
closest to January 31, 1996 and ending with the
fiscal quarter ending closest to April 30, 1997,
3.0 to 1.0; and
(ii) For the fiscal quarter ending closest to
July 31, 1997 and for each fiscal quarter
thereafter, 2.5 to 1.0.
11. Investments. Section 8.08 of the Credit Agreement is
amended in its entirety to read as follows:
8.08 Investments. No member of the Consolidated Shorewood
Group will make any Investments (including, without
limitation, any purchase of its own shares), except for
Permitted Investments and Investments made prior to December
12, 1995; provided, however, that the Consolidated Shorewood
Group may (a) make additional Investments (other than the
repurchase of shares of its own stock), subsequent to December
12, 1995, in an aggregate amount up to $3,000,000 plus 50% of
the Excess Cash Flow earned by the Consolidated Shorewood
Group subsequent to the fiscal year ending in 1995 less any
amounts from such Excess Cash Flow used to pay dividends as
set forth in Section 8.10, (b) make Investments in exchange
for stock; provided that, with respect to this subclause (b),
(i) a Change in Control shall not occur and (ii) debt may not
be assumed, in connection with all such Investments made
subsequent to December 12, 1995, in excess of $3,000,000 and
(c) in addition to the Investments described in the preceding
subclause (a) and (b), the U.S. Borrower may repurchase shares
of its stock from any Person that is not an
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officer or director of the Consolidated Shorewood Group or any
Affiliate; provided that with respect to this Section 8.08,
subsequent to December 12, 1995, the purchase price paid for
all shares repurchased pursuant to this Section 8.08 shall not
exceed (A) $40,000,000 plus (B) 50% of the Excess Cash Flow
earned by the Consolidated Shorewood Group subsequent to the
fiscal year ending in 1995 less (1) any amounts from such
Excess Cash Flow used to pay dividends as set forth in Section
8.10 and (2) any amounts of Excess Cash Flow allocated to
subclause (a) above.
12. Capital Expenditures. Section 8.09 of the Credit Agreement
is hereby deleted in its entirety.
13. Dividends. Section 8.10 of the Credit Agreement is amended
in its entirety to read as follows:
8.10 Dividends. No member of the Consolidated Shorewood Group
shall pay any dividends (cash or stock) except for dividends
from a Subsidiary of a Borrower to such Borrower; provided,
however, that the U.S. Borrower may pay dividends in an
aggregate amount up to 25% of the Excess Cash Flow earned by
the Consolidated Shorewood Group subsequent to the fiscal year
ending in 1995 less any amounts from such Excess Cash Flow
used to make Investments as set forth in Section 8.08.
14. Exhibits. Exhibit 2.03 to the Credit Agreement is amended
for the purpose of adding paragraph 9 to such Exhibit 2.03,
and shall read as attached hereto as Exhibit A.
15. Schedules. Schedule 1.01(a) to the Credit Agreement is
amended in its entirety to read as attached hereto as
Schedule A.
16. Conditions Precedent. The Agents and the Lenders shall not
be required to enter into this Fourth Amendment and this
Fourth Amendment shall not be effective until the following
conditions have been satisfied:
a. Receipt by U.S. Lenders of (i) new Term Notes
evidencing the new U.S. Term Loan Commitment of each
such U.S. Lender and (ii) new Revolving Credit Notes
evidencing the new U.S. Revolving Loan Commitment of
each such U.S. Lender;
b. Receipt by Administrative Agent and Lenders of all fees
required by Administrative Agent and Lenders in connection
with this Fourth Amendment, including, without limitation, a
nonrefundable one time amendment fee to each Lender as agreed
to among the Borrower and the Lenders;
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c. Receipt by the Administrative Agent of an opinion
letter from U.S. Borrower's counsel as to authority,
enforceability, and other matters relating to this
Fourth Amendment; and
d. Other. Receipt by Administrative Agent of such other
documents it deems reasonably necessary.
17. Representations and Warranties. Borrowers hereby represent
and warrant to the Agents and the Lenders that (a) no
Default or Event of Default exists under the Credit
Agreement or any of the other Loan Documents; (b) all of the
provisions of the Loan Documents, except as amended hereby,
are in full force and effect; (c) the liens created and
evidenced by the Loan Documents (including, without
limitation, the Stock Pledge Agreements) are valid and
existing liens of the recited priority; and (d) since the
date of the last financial statements of Borrowers delivered
to Lenders, no material adverse change has occurred in the
business, financial or other conditions of Borrowers.
18. Increase in U.S. Revolving Loan Commitment and Advance of
Additional U.S. Term Loan Amounts. Each Lender hereby
acknowledges that (i) the U.S. Revolving Loan Commitment has
been increased by $15,000,000 and that each Lender has
agreed to provide a portion of such increase as set forth
below and (ii) the U.S. Term Loan Commitment has been
increased pursuant to the terms of this Fourth Amendment
such that an additional term loan of $26,000,000 will be
made to the U.S. Borrower on the date hereof (the
"Additional U.S. Term Loan"), and the Additional U.S. Term
Loan Amount is being provided by the U.S. Lenders named
below in the amounts set forth beside the name of each such
U.S. Lender. Each of the U.S. Lenders named below agrees,
severally and not jointly, to make available to the
Administrative Agent on the date of execution of this Fourth
Amendment that portion of the Additional U.S. Term Loan
Amount set forth below beside the name of such U.S. Lender.
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Additional U.S.
Revolving Loan
Name of Additional U.S. Commitment
U.S. Lender Term Loan Amount Amount
- ----------- ---------------- ------
NationsBank, $6,571,148.85 $3,737,806.46
N.A.
The Bank of $ 935,741.33 $ 620,975.09
Nova Scotia
Creditanstalt $ 971,876.63 $ 610,212.91
- - Bankverein
Crestar Bank $ 971,876.63 $ 610,212.91
U.S. Bank $ 0.00 $ 0.00
The Chase $6,067,184.49 $3,315,217.08
Manhattan Bank
Banque Paribas $2,282,669.87 $1,299,419.67
The Daiwa $ 971,876.63 $ 610,212.91
Bank, Limited
NatWest Bank $2,938,066.49 $1,644,023.05
N.A.
The Bank of $2,006,889.24 $1,252,500.24
New York
First Union $2,282,669.87 $1,299,419.67
National Bank
of North
Carolina
$26,000,000.03 $14,999,999.99
19. Effect of Amendment. Except as expressly modified and
amended in this Fourth Amendment, all of the terms,
provisions and conditions of the Credit Agreement are and
shall remain in full force and effect and are incorporated
herein by reference. The Credit Agreement and any and all
other documents heretofore, now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement are
hereby amended so that any reference to the Credit Agreement
shall mean a reference to the Credit Agreement as amended
hereby.
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20. Counterparts. This Fourth Amendment may be executed in any
number of counterparts, all of which taken together shall
constitute one and the same instrument.
21. ENTIRETY. THIS FOURTH AMENDMENT AND THE OTHER LOAN DOCUMENTS
EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND
SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY,
RELATING TO THE SUBJECT MATTER HEREOF. THESE LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
ORAL AGREEMENTS BETWEEN THE PARTIES.
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This Fourth Amendment shall be deemed to be effective as of the day and
year first above written.
BORROWERS:
SHOREWOOD PACKAGING CORPORATION
By:____________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD CORPORATION OF CANADA,
LIMITED
By:____________________________
Name: Howard M. Liebman
Title: Vice President
LENDERS:
NATIONSBANK, N.A. (formerly known
as NationsBank, N.A. (Carolinas)
and NationsBank of North Carolina),
N.A., in its capacity as
Administrative Agent and as a
Lender
By:____________________________
Name:__________________________
Title:_________________________
THE BANK OF NOVA SCOTIA, in its
capacity as Canadian Administrative
Agent and as a Lender
By:____________________________
Name:__________________________
Title:_________________________
[signatures continued]
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CREDITANSTALT-BANKVEREIN
By:____________________________
Name:__________________________
Title:_________________________
CRESTAR BANK
By:____________________________
Name:__________________________
Title:_________________________
UNITED STATES NATIONAL BANK OF
OREGON
By:____________________________
Name:__________________________
Title:_________________________
THE CHASE MANHATTAN BANK, N.A.
By:____________________________
Name:__________________________
Title:_________________________
BANQUE PARIBAS
By:____________________________
Name:__________________________
Title:_________________________
By:____________________________
Name:__________________________
Title:_________________________
[signatures continued]
13
THE DAIWA BANK, LIMITED
By:____________________________
Name:__________________________
Title:_________________________
By:____________________________
Name:__________________________
Title:_________________________
NATWEST BANK N.A.
By:____________________________
Name:__________________________
Title:_________________________
THE BANK OF NEW YORK
By:____________________________
Name:__________________________
Title:_________________________
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By:____________________________
Name:__________________________
Title:_________________________
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The Subsidiary Guarantors acknowledge and consent to all of the terms and
conditions of this Fourth Amendment, including without limitation, the increase
in the U.S. Term Loan Commitment and the U.S. Revolving Loan Commitment and
agree that this Fourth Amendment and any documents executed in connection
herewith do not operate to reduce or discharge the Subsidiary Guarantors'
obligations under their respective Guaranty Agreements.
SHOREWOOD TECHNOLOGIES, INC.
By:____________________________
Name: Howard M. Liebman
Title: Vice President & Treasurer
SHOREWOOD PACKAGING CORPORATION OF
GEORGIA
By:______________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD PACKAGING OF NORTH
CAROLINA, INC.
By:_______________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
SPC COMPANY OF VIRGINIA, INC.
(f/k/a SHOREWOOD PACKAGING OF
VIRGINIA, INC.)
By:________________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
[signatures continued]
15
SHOREWOOD PACKAGING OF CALIFORNIA,
INC.
By:_______________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD PACKAGING COMPANY OF
ILLINOIS, INC.
By:________________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD TRANSPORT, INC.
By:________________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD PACKAGING OF DELAWARE,
INC.
By:________________________________
Name: Howard M. Liebman
Title: Vice President & Treasurer
SHOR-WRAP, INC.
By:________________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
[signatures continued]
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SHOREWOOD PACKAGING CORPORATION OF
ALABAMA
By:________________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD PACKAGING CORPORATION OF
NEW YORK
By:________________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD ACQUISITION CORP. OF
DELAWARE
By:________________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD PACKAGING CORPORATION OF
VIRGINIA (f/k/a SHOREWOOD
PAPERBOARD CORPORATION OF VIRGINIA
By:________________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
SPC COMPANY OF NEW YORK, INC.
(f/k/a SHOREWOOD PAPERBOARD
CORPORATION OF NEW YORK)
By:________________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
[signatures continued]
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SHOREWOOD PACKAGING CORPORATION OF
CONNECTICUT, (f/k/a
SHOREWOOD/HEMINWAY SET-UP BOX
CORPORATION)
By:________________________________
Name: Howard M. Liebman
Title: Executive Vice President &
Chief Financial Officer
TORONTO CARTON CORPORATION LIMITED
By:________________________________
Name: Howard M. Liebman
Title: Vice President
SPC CORPORATION LIMITED (f/k/a
SHOREWOOD PAPERBOARD CORPORATION
LIMITED)
By:________________________________
Name: Howard M. Liebman
Title: Vice President
SHOREWOOD PACKAGING CORP. OF CANADA
LIMITED
By:________________________________
Name: Howard M. Liebman
Title: Vice President
SHOREWOOD PACKAGING CORPORATION OF
OREGON
By:________________________________
Name: Howard M. Liebman
Title: Executive Vice President
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Exhibit A to
Fourth Amendment to
Credit Agreement
EXHIBIT 2.03
ADVANCE REQUEST
TO: _____ NationsBank, N.A.; or
_____ NationsBank, N.A.,
as Administrative Agent; or
_____ The Bank of Nova Scotia, as Canadian
Administrative Agent
RE: Amended and Restated Credit Agreement dated
as of February 25, 1994 among Shorewood
Packaging Corporation, Shorewood Corporation
of Canada Limited, the Lenders party thereto,
NationsBank, N.A. f/k/a NationsBank, N.A.
(Carolinas) and NationsBank of North
Carolina, N.A., as Administrative Agent and
The Bank of Nova Scotia as Canadian
Administrative Agent (as amended by that
certain First Amendment to Amended and
Restated Credit Agreement dated as of
July 18, 1994, as amended by that certain
Second Amendment to Amended and Restated
Credit Agreement dated as of November 22,
1994, as amended by that certain Third
Amendment to Amended and Restated Agreement
dated as of July 28, 1995, as amended by that
certain Fourth Amendment to Amended and
Restated Credit Agreement dated as of
December 12, 1995, and as further amended or
modified from time to time, the "Agreement").
DATE: _____________, 199__
- -----------------------------------------------------------------
1. This Advance Request is made pursuant to the terms of the Agreement.
All capitalized terms used herein unless otherwise defined shall have
the meanings set forth in the Agreement.
2. ______ Please be advised that:
(a) _____ the U.S. Borrower is requesting a U.S. Revolving
Loan in the amount of $__________ be funded on ____________,
199__ to accrue interest at the interest rate set forth
below in paragraph 4. Subsequent to the funding of the
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requested U.S. Revolving Loan, the aggregate amount of
outstanding U.S. Revolving Loans will be $________; or
(b) _____ the U.S. Borrower is requesting that on ________, 199__ a
portion of the current outstanding U.S. Revolving Loans in the amount
of $__________ that is currently accruing interest at the
___________________ be extended or converted to the interest rate
option set forth below in paragraph 4.
(c) _____ Please be advised that the U.S. Borrower is requesting a
Swing Line Loan in the amount of $_________ be funded on __________,
199__ to accrue interest at the U.S. Base Rate. Subsequent to the
funding of the requested Swing Line Loan, the aggregate amount of
outstanding Swing Line Loans will be $_________.
3. _______ Please be advised that:
(a) ______ the U.S. Borrower is requesting a Canadian Revolving Loan in
the amount of $___________ be funded on __________ 199__ to accrue
interest at the interest rate set forth below in paragraph 5.
Subsequent to the funding of the requested Canadian Revolving Loan, the
aggregate amount of outstanding Canadian Revolving Loans will be
$__________; or
(b) ____________ the U.S. Borrower is requesting that on ________,
199__ a portion of the current outstanding Canadian Revolving Loans in
the amount of $_____________ that is currently accruing interest at the
____________ be extended or converted to the interest rate option set
forth below in paragraph 5; or
(c) _____ the Canadian Borrower is requesting a Canadian Revolving Loan
in the amount of $__________ be funded on ____________ 199__ to accrue
interest at the Canadian Prime Rate. Subsequent to the funding of the
requested Canadian Revolving Loan, the aggregate amount of outstanding
Canadian Revolving Loans will be $__________; or
(d) _____ the Canadian Borrower is requesting the Canadian Lenders to
create Bankers' Acceptances in the amount of $____________ on
_____________, 199___ for the period set forth below in paragraph 6; or
(e) _____ the Canadian Borrower is requesting that Bankers' Acceptances
in the amount of $___________ maturing on ____________, 199__ be
converted into a Canadian Base Rate Revolving Loans accruing interest
at the Canadian Prime Rate on the maturity date; or
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(f) _____ the Canadian Borrower is requesting that a portion of the
current outstanding Canadian Base Rate Revolving Loan in the amount of
$__________ be converted into a Bankers' Acceptance for the period set
forth below in paragraph 6.
4. The interest rate option applicable to the requested U.S.
Revolving Loan (or the extension or conversion of all or
part of the existing U.S. Revolving Loans) set forth in
paragraph 2 above shall be:
a. ________ the U.S. Base Rate; or
b. ________ the Adjusted Eurodollar Rate for an
Interest Period of:
________ one month;
________ two months;
________ three months; or
________ six months.
5. The interest rate option applicable to the requested Canadian Revolving
Loan by the U.S. Borrower (or the extension or conversion of all or
part of the existing Canadian Revolving Loans to the U.S. Borrower) as
set forth in paragraph 3(a) and (b) above shall be:
a. ________ BNS U.S. Prime Rate; or
b. ________ the Adjusted Eurodollar Rate for an
Interest Period of:
________ one month;
________ two months;
________ three months; or
________ six months.
6. The period of the Bankers' Acceptance requested by the Canadian
Borrower pursuant to paragraph 3(d) and (f) above under the Canadian
Revolving Loan Commitment shall be:
a. ________ 30 days;
b. ________ 60 days;
c. ________ 90 days; or
d. ________ 180 days.
7. The representations and warranties made in the Agreement are
true and correct in all material respects as if made on the
date hereof.
8. As of the date hereof, no Default or Event of Default has
occurred and is continuing or would be caused by the
requested Revolving Loan or Bankers' Acceptance.
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21
9. _______ Please be advised that the U.S. Borrower is
requesting a U.S. Revolving Loan for the purpose of
repurchasing shares of the U.S. Borrower pursuant to the
terms of Section 8.08(c) and, after giving effect to such
U.S. Revolving Loan, the Borrowers are in compliance with
the terms of Section 2.05(c) of the Agreement.
_______________________________
By:____________________________
Name:__________________________
Title:_________________________
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22
Schedule A to Fourth Amendment
to Credit Agreement
Schedule 1.01(a)
Lender Addresses, Commitments For U.S. Revolving Loans and
U.S. Revolving Loan Commitment Percentages, Commitments For
Canadian Revolving Loans and Canadian Revolving Loan Commitment Percentages,
Commitments for U.S. Term Loans and U.S. Term Loan Commitment Percentages,
Commitments for Canadian Term Loans and
Canadian Term Loan Commitment Percentages
Principal
Amount of
Principal Amount of U.S. Revolving Loan Commitment for Canadian Revolving
Commitment for U.S. Commitment Canadian Loan Commitment
Name and Address of Lender Revolving Loans Percentage Revolving Loans Percentage
- -------------------------- -------------------- ------------------- --------------- ------------------
U.S. Lenders
NationsBank, N.A. 11,819,895.97 22.3016905071521%
767 Fifth Avenue
New York, NY 10153
Attn: James T. Gilland
Facsimile No.: (212)
The Bank of New York 6,892,067.62 13.0039011703511%
530 Fifth Avenue
New York, New York 10036
Attn: Allison J. White
Facsimile No.: (212) 852-4252
Banque Paribas 4,135,240.57 7.80234070221066%
787 7th Avenue, 32nd Floor
New York, New York 10019
Attn: Duane Helkowski
Facsimile No.: (212) 841-2333
The Chase Manhattan Bank, N.A. 6,892,067.62 13.0039011703511%
135 Pinelaws Road
Melville, New York 11747
Attn: Emelia Teise
Facsimile No: (516) 753-9737
Principal
Principal Amount Amount of Canadian Term
of U.S. Term Loan Commitment Loan
Commitment for Commitment for Canadian Commitment
Name and Address of Lender U.S. Term Loan Percentage Term Loans Percentage
- -------------------------- ---------------- -------------- ------------ -------------
U.S. Lenders
NationsBank, N.A. 22,480,104.04 22.3016905071521%
767 Fifth Avenue
New York, NY 10153
Attn: James T. Gilland
Facsimile No.: (212)
The Bank of New York 13,107,932.38 13.0039011703511%
530 Fifth Avenue
New York, New York 10036
Attn: Allison J. White
Facsimile No.: (212) 852-4252
Banque Paribas 7,864,759.43 7.80234070221066%
787 7th Avenue, 32nd Floor
New York, New York 10019
Attn: Duane Helkowski
Facsimile No.: (212) 841-2333
The Chase Manhattan Bank, N.A. 13,107,932.38 13.0039011703511%
135 Pinelaws Road
Melville, New York 11747
Attn: Emelia Teise
Facsimile No: (516) 753-9737
23
Principal
Amount of
Principal Amount of U.S. Revolving Loan Commitment for Canadian Revolving
Commitment for U.S. Commitment Canadian Loan Commitment
Name and Address of Lender Revolving Loans Percentage Revolving Loans Percentage
- -------------------------- -------------------- ------------------- --------------- ------------------
CREDITANSTALT-BANKVEREIN 3,446,033.81 6.50195058517555%
2 Greenwich Plaza
Greenwich, CT 06830
Attn: Stacy Harmon
Facsimile No.: (203) 861-6594
First Union National Bank of North 4,135,240.57 7.80234010221066%
Carolina
301 S. College, 19th Floor
Charlotte, North Carolina
28288-0745
Attn: Tom Bohrer
Facsimile No.: (704) 374-2802
NatWest Bank N.A. 4,479,843.95 8.45253576072822%
1133 Avenue of the Americas
New York, New York 10036
Attn: Sue Failla
Facsimile No.: (212) 703-1744
United States National Bank of 3,446,033.81 6.50195058517555%
Oregon
555 S.W. Oak Street
Suite 400
Portland, OR 97204
Attn: Chris Karlin
Facsimile No.: (503) 275-4267
Crestar Bank 3,446,033.81 6.50195058517555%
919 East Main Street
Credit Administration - 22nd Floor
Richmond, Virginia 23219
Attn: Julian Holland
Facsimile No.: (804) 782-5413
The Daiwa Bank Limited 3,446,033.81 6.50195058517555%
450 Lexington, 17th Floor
New York, New York 10017
Attn: Ron Gale
Facsimile No.: (212) 818-0865
Principal
Principal Amount Amount of Canadian Term
of U.S. Term Loan Commitment Loan
Commitment for Commitment for Canadian Commitment
Name and Address of Lender U.S. Term Loan Percentage Term Loans Percentage
- -------------------------- ---------------- -------------- ------------ -------------
CREDITANSTALT-BANKVEREIN 6,553,966.19 6.50195058517555%
2 Greenwich Plaza
Greenwich, CT 06830
Attn: Stacy Harmon
Facsimile No.: (203) 861-6594
First Union National Bank of North 7,864,759.43 7.80234010221066%
Carolina
301 S. College, 19th Floor
Charlotte, North Carolina
28288-0745
Attn: Tom Bohrer
Facsimile No.: (704) 374-2802
NatWest Bank N.A. 8,520,156.05 8.45253576072822%
1133 Avenue of the Americas
New York, New York 10036
Attn: Sue Failla
Facsimile No.: (212) 703-1744
United States National Bank of 6,553,966.19 6.50195058517555%
Oregon
555 S.W. Oak Street
Suite 400
Portland, OR 97204
Attn: Chris Karlin
Facsimile No.: (503) 275-4267
Crestar Bank 6,553,966.19 6.50195058517555%
919 East Main Street
Credit Administration - 22nd Floor
Richmond, Virginia 23219
Attn: Julian Holland
Facsimile No.: (804) 782-5413
The Daiwa Bank Limited 6,553,966.19 6.50195058517555%
450 Lexington, 17th Floor
New York, New York 10017
Attn: Ron Gale
Facsimile No.: (212) 818-0865
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24
Principal
Amount of
Principal Amount of U.S. Revolving Loan Commitment for Canadian Revolving
Commitment for U.S. Commitment Canadian Loan Commitment
Name and Address of Lender Revolving Loans Percentage Revolving Loans Percentage
- -------------------------- -------------------- ------------------- --------------- ------------------
The Bank of Nova Scotia 861,508.45 1.62548764629389%
1 Liberty Plaza
New York, NY 10006
Attn: Daniel R. Foote
Facsimile No.: (212) 225-5090
Canadian Lenders
The Bank of Nova Scotia $12,000,000.00 100%
44 King Street West
Toronto, Ontario
Canada M5H 1H1
Attn: Eric Read
Facsimile No.: (416) 866-2009
------------- ---------------- -------------- ---
TOTAL 52,999,999.99 100% $12,000,000.00 100%
Principal
Principal Amount Amount of Canadian Term
of U.S. Term Loan Commitment Loan
Commitment for Commitment for Canadian Commitment
Name and Address of Lender U.S. Term Loan Percentage Term Loans Percentage
- -------------------------- ---------------- -------------- ------------ -------------
The Bank of Nova Scotia 1,638,491.56 1.62548764629389%
1 Liberty Plaza
New York, NY 10006
Attn: Daniel R. Foote
Facsimile No.: (212) 225-5090
Canadian Lenders
The Bank of Nova Scotia 19,200,000 100%
44 King Street West
Toronto, Ontario
Canada M5H 1H1
Attn: Eric Read
Facsimile No.: (416) 866-2009
--------------- ----------------- -------------- ---
TOTAL $100,800,000.03 100% $19,200,000.00 100%
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