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EXHIBIT 4.20
SIXTH WAIVER AND AMENDMENT
SIXTH WAIVER AND AMENDMENT (this "Amendment"), dated as of July 24, 1998,
among American Pad & Paper Company ("Holdings"), WR Acquisition, Inc. ("WR
Acquisition"), American Pad & Paper Company of Delaware, Inc. (the "Borrower"),
the lending institutions party to the Credit Agreement referred to below (each a
"Bank" and, collectively, the "Banks"), Bank of Tokyo-Mitsubishi Trust Company,
Bank One Texas, N.A., The Bank of Nova Scotia and The First National Bank of
Boston, as Co-Agents (the "Co-Agents"), and Bankers Trust Company, as Agent (the
"Agent"). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement.
WITNESSETH:
WHEREAS, Holdings, WR Acquisition, the Borrower, the Banks, the Co-Agents
and the Agent are party to a Credit Agreement, dated as of July 8, 1996 (as
amended, modified and supplemented prior to the date hereof, the "Credit
Agreement");
WHEREAS, Holdings, WR Acquisition, the Borrower, the Banks, the Co-Agents
and the Agent are party to the Fifth Waiver and Amendment, dated as of June 30,
1998 (the "Fifth Amendment"); and
WHEREAS, the Borrower has requested that the Banks provide the amendment
provided for herein and the Banks have agreed to provide such amendment on the
terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. The Waiver Termination Date (as defined in the Fifth Amendment) is
hereby extended to September 30, 1998.
2. Section 8.06(a) of the Credit Agreement is hereby amended by
inserting the following proviso at the end thereof:
"; provided that (i) Foreign Subsidiaries may not hold Foreign Cash
Equivalents in excess of $25,000 (or the equivalent thereof in foreign
currencies) at any time and (ii) 100% of all cash and Cash Equivalents
held by the Borrower and its Subsidiaries (other than the Receivables
Entity) at any time (other than up to $1,000,000 of cash and Cash
Equivalents, including without limitation cash and Cash Equivalents
pledged or deposited in accordance with Section 8.03(f)) must be held in
one or more accounts maintained with the Agent or a Bank."
3. Each Bank hereby agrees that for the purposes of Section 5.02 of
the Credit Agreement, any amendment or waiver of a Default or an Event of
Default, the effect of which would be to allow the sum of (i) the aggregate
outstanding principal amount of Revolving Loans and Swingline Loans and
(ii) the Letter of Credit Outstandings under the Credit Agreement to exceed
$300,000,000, shall not be effective without the consent of the
Supermajority Banks (it being understood and agreed that any Default or
Event or Default that may be otherwise waived or amended with the consent
of the Required Banks may still be waived or amended by the Required Banks
for any purpose other than for the purpose set forth above in this Section
3).
4. The following definition is hereby inserted into Section 10 of the
Credit Agreement in alphabetical order:
"Supermajority Banks" shall mean collectively (and not
individually) Non-Defaulting Banks the sum of whose Revolving Loan
Commitments (or, if after the Total Revolving Loan Commitment has been
terminated, outstanding Revolving Loans and Percentages of outstanding
Swingline Loans and Letter of Credit Outstandings) constitute greater
than 66 2/3% of the Total Revolving Loan Commitment less the aggregate
Revolving Loan Commitments of Defaulting Banks (or, if after the Total
Revolving Loan Commitment has been terminated, the total outstanding
Revolving Loans of
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Non-Defaulting Banks and the aggregate Percentages of all Non-Defaulting
Banks of the total outstanding Swingline Loans and Letter of Credit
Outstandings at such time).
5. In order to induce the Banks to enter into this Amendment, the
Borrower hereby agrees to pay to each Bank which executes and delivers a
counterpart of this Amendment on or before 5:00 p.m. (New York time) on
July 30, 1998, a fee equal to 1/8 of 1% of such Bank's Revolving Loan
Commitment, such fee to be earned and payable on the Amendment Effective
Date.
6. In order to induce the Banks to enter into this Amendment, each of
Holdings, WR Acquisition and the Borrower hereby represents and warrants
that (i) no Default or Event of Default exists as of the Amendment
Effective Date (as defined below) after giving effect to this Amendment and
(ii) on the Amendment Effective Date, both before and after giving effect
to this Amendment, all representations and warranties contained in the
Credit Agreement and in the other Credit Documents are true and correct in
all material respects.
7. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Required Banks, Holdings, WR Acquisition and the
Borrower shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of
facsimile transmission) the same to the Agent at its Notice Office.
8. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Fifth
Amendment, the Credit Agreement or any other Credit Document.
9. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Agent.
10. All references in the Credit Agreement and each of the Credit
Documents to the Credit Agreement shall be deemed to be references to such
Credit Agreement after giving effect to this Amendment.
11. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date hereof.
AMERICAN PAD & PAPER COMPANY
By: /s/
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Name:
Title:
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WR ACQUISITION, INC.
By: /s/
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Name:
Title:
AMERICAN PAD & PAPER COMPANY OF
DELAWARE, INC.
By: /s/
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Name:
Title:
BANKERS TRUST COMPANY, individually
and as Agent
By: /s/
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Name:
Title:
BANKBOSTON, N.A.
By: /s/
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Name:
Title:
BANK LEUMI USA
By: /s/
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Name:
Title:
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THE BANK OF NEW YORK
By: /s/
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Name:
Title:
THE BANK OF NOVA SCOTIA
By: /s/
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Name:
Title:
BANK OF SCOTLAND
By: /s/
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Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/
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Name:
Title:
BANK ONE TEXAS
By: /s/
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Name:
Title:
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BANK POLSKA KASA OPIEKI, S.A.
By: /s/
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Name:
Title:
CIBC INC.
By: /s/
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Name:
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED, NEW YORK BRANCH
By: /s/
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Name:
Title:
SOCIETE GENERALE
By: /s/
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Name:
Title:
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