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EXHIBIT 10.1
CONFORMED COPY
AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of April 10, 2000 (this "Amendment"),
to the Five-Year Credit Agreement dated as of June 24, 1998 (as amended,
modified and in effect on the date hereof, the "Credit Agreement"), among
BOWATER INCORPORATED (the "Company"), the Subsidiary Borrowers from time to time
party thereto, the Banks and THE CHASE MANHATTAN BANK, as Administrative Agent
(the "Administrative Agent").
The Company desires to modify certain provisions of the Credit
Agreement, and the Banks are willing to make such modifications on the terms and
conditions of this Amendment below. Accordingly, in consideration of the
foregoing premises and the mutual agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. Amendments. Subject to the execution and delivery
hereof by each Borrower, the Banks constituting the Majority Banks and the
Administrative Agent, with effect as of the date hereof, the parties hereby
agree that the Credit Agreement shall be amended as follows:
(a) The following definition shall be added to Section 1.01 of
the Credit Agreement in the appropriate alphabetical location:
"Ponderay" shall mean Ponderay Newsprint Company, a
partnership existing under the laws of the State of
Washington.
(b) Section 9.09 of the Credit Agreement shall be amended by
(i) inserting a comma in lieu of the word "and" immediately preceding
clause (y) therein, and (ii) inserting the following new clause (z)
immediately after said clause (y):
"and (z) the Company and its Subsidiaries may enter
into any of the transactions described in this Section 9.09
with Ponderay, so long as, in the case of any Guarantee by the
Company of the Indebtedness of Ponderay, the ratio, expressed
as a percentage, of such Indebtedness that is Guaranteed by
the Company to the aggregate outstanding principal amount of
all Indebtedness of Ponderay shall not exceed the ownership
percentage of the Company in Ponderay held through the
Company's Wholly-Owned Subsidiary, Lake Superior Forest
Products Inc., a corporation existing under the laws of the
State of Delaware".
Section 3. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect, and each
reference to the Credit Agreement in the
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Credit Agreement, as amended hereby, shall be a reference to the Credit
Agreement as amended hereby and as the same may be further amended, supplemented
and otherwise modified and in effect from time to time. This Amendment may be
executed in any number of counterparts, each of which shall be identical and all
of which, when taken together, shall constitute one and the same instrument.
This Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. This Amendment shall be
governed by, and construed in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and year first above
written.
COMPANY
BOWATER INCORPORATED
Witness: /s/ Duane A. Owens By: /s/ William G. Harvey
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Name: Duane A. Owens Name: William G. Harvey
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent
By: /s/ Gary L. Spevack
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Name: Gary L. Spevack
Title: Vice President
THE BANK OF NEW YORK
By: /s/ David C. Siegel
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Name: David C. Siegel
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Michael W. Colon
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Name: Michael W. Colon
Title: Vice President
ABN AMRO BANK
By: /s/ Robert W. Casey, Jr.
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Name: Robert W. Casey, Jr.
Title: Group Vice President
By: /s/ Christopher M. Plumb
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Name: Christopher M. Plumb
Title: Vice President
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FIRST UNION NATIONAL BANK
By: /s/ J. Andrew Phelps
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Name: J. Andrew Phelps
Title: Vice President
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Dennis Wilczek
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Name: Dennis Wilczek
Title: Associate
NATIONAL BANK OF CANADA
By: /s/ Agostino (Auggie) Marchetti
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Name: Agostino (Auggie) Marchetti
Title: Assistant Vice President
Cross Border Finance Group
By: /s/ Yvon LaPlante
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Name: Yvon LaPlante
Title: Vice President and Manager
Cross Border Finance Group
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Lucie L. Guernsey
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Name: Lucie L. Guernsey
Title: Managing Director
By: /s/ Walter T. Duffy III
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Name: Walter T. Duffy III
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ Shelia M. Conley
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Name: Shelia M. Conley
Title: Vice President
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WACHOVIA BANK, N.A.
By: /s/ Donald E. Sellers, Jr.
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Name: Donald E. Sellers, Jr.
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ William E. Zarrett
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Name: William E. Zarrett
Title: Managing Director
SUNTRUST BANK, NASHVILLE, N.A.
By: /s/ R. Michael Dunlap
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Name: R. Michael Dunlap
Title: Managing Director
BANK OF MONTREAL
By: /s/ Amy K. Dumser
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Name: Amy K. Dumser
Title: Managing Director
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Henry G. Montgomery
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Name: Henry G. Montgomery
Title: Vice President
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DG BANK, DEUTSCHE
GENOSSENSCHAFTSBANK, AG
CAYMAN ISLANDS BRANCH
By: /s/ J. W. Somers
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Name: J. W. Somers
Title: Senior Vice President
By: /s/ Kurt A. Morris
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Name: Kurt A. Morris
Title: Vice President