EXHIBIT 10.7
EXECUTION COPY
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
November 1, 2002, which amends the Credit Agreement referenced below, is by and
among SONOCO PRODUCTS COMPANY, a South Carolina corporation (the "Borrower"),
the several lenders identified on the signature pages hereto and BANK OF
AMERICA, N.A., as administrative agent for the Lenders (the "Agent").
W I T N E S S E T H
WHEREAS, a $450,000,000 364-day revolving credit facility has been
established in favor of the Borrower pursuant to the terms of that Credit
Agreement dated as of July 10, 2002 (as amended and modified from time to time,
the "Credit Agreement") among the Borrower, the Lenders from time to time party
thereto (the "Lenders") and the Agent;
WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement; and
WHEREAS, the Required Lenders have agreed to the requested
modifications on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not otherwise
defined herein shall have the meanings provided to such terms in the Credit
Agreement.
2. Amendments.
(a) Section 5.10 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
5.10 Minimum Book Net Worth.
The Borrower shall not permit Book Net Worth to be
less than $698,700,000 (which represents approximately 85% of
Book Net Worth as of March 31, 2002) as of the last day of any
fiscal quarter (commencing with the fiscal quarter ending June
30, 2002); provided, however, (i) such amount shall be
increased at the end of each fiscal quarter (commencing with
the fiscal quarter ending June 30, 2002) by an amount equal to
25% of the Borrower and its Subsidiaries' net income for the
fiscal quarter then ending (computed on a consolidated basis
in accordance with GAAP and with no deduction for a net loss
in any such fiscal quarter); (ii) such amount shall be
decreased Dollar for Dollar by the aggregate cumulative amount
of all payments made by the Borrower on and after July 10,
2002 for the redemption, retirement or other repurchase of any
shares of the capital stock of the Borrower so long as the
Borrower's Long-Term Debt is rated A- or higher by S&P and A3
or higher by Moody's at the time of such payments; and
(iii) for the purpose of calculating Book Net Worth with
respect to this Section 5.10, the calculation shall exclude
(i.e., there will be added back to Book Net Worth) any
year-end non-cash adjustment (on an after-tax basis) to other
comprehensive income to reflect any Additional Minimum
Liability (as defined below). With respect to clause (ii) of
the proviso in the immediately preceding sentence, if, as a
result of the payments made by the Borrower for such
redemption, retirement or other repurchase of any shares of
the capital stock of the Borrower, the rating applicable to
the Long-Term Debt of the Borrower is lowered by either S&P or
Moody's below the applicable level set forth in the preceding
sentence within forty-five (45) days of the last of such
payments, then any reduction in the minimum Book Net Worth
amount previously made pursuant to clause (ii) of this Section
5.10 in connection with such payments shall be reversed. For
purposes hereof, "Additional Minimum Liability" means, as of
any date, with respect to the Borrower's pension Plans, the
sum of the absolute values of (x) the unfunded accumulated
benefit obligation existing as of the end of the fiscal year
then ending or the most recently ended fiscal year, as
applicable, plus (y) the Borrower's prepaid pension asset
position existing as of the end of the fiscal year then ending
or the most recently ended fiscal year, as applicable.
(b) New Schedule I to Officer's Compliance Certificate. Schedule I
to the Officer's Compliance Certificate attached as part of Schedule 5.1(c) of
the Credit Agreement is hereby replaced with the new Schedule I to the Officer's
Compliance Certificate attached hereto.
3. Conditions Precedent. This Amendment shall be effective as of
the date first written above upon receipt by the Agent of each of the following
in form and substance satisfactory to the Agent:
(a) counterparts of this Amendment duly executed by the
Borrower, the Agent and the Required Lenders;
(b) payment by the Borrower to the Agent of all fees and
expenses (including the fees and expenses of the Agent's legal counsel)
owing in connection with this Amendment.
4. Representations and Warranties. The Borrower hereby represents
and warrants that (a) it has the requisite corporate power and authority to
execute, deliver and perform this Amendment, (b) it is duly authorized to, and
has been authorized by all necessary corporate action to, execute, deliver and
perform this Amendment, (c) the representations and warranties contained in
Article IV of the Credit Agreement are true and correct in all material respects
on and as of the date hereof as though made on and as of such date (except for
those which expressly relate to an earlier date, in which case they shall be
true and correct as of such earlier date), and (d) after giving effect to this
Amendment, no Default or Event of Default exists under the Credit Agreement on
and as of the date hereof or will occur as a result of the transactions
contemplated hereby.
5. No Other Changes. Except as expressly modified hereby, all of
the terms and provisions of the Credit Agreement (including schedules and
exhibits thereto) shall remain in full force and effect.
6. Costs and Expenses. The Borrower agrees to pay all reasonable
costs and expenses of the Agent in connection with the preparation, execution
and delivery of this Amendment, including without limitation the reasonable fees
and expenses of Moore & Van Allen, PLLC.
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7. Counterparts; Facsimile. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original and it shall not be necessary in making proof of this
Amendment to produce or account for more than one such counterpart. Delivery of
an executed counterpart of this Amendment by telecopy by any party hereto shall
be effective as such party's original executed counterpart and shall constitute
a representation that such party's original executed counterpart will be
delivered.
8. Governing Law. This Amendment shall be deemed to be a contract
made under, and for all purposes shall be construed in accordance with, the laws
of the State of North Carolina.
[SIGNATURE PAGES FOLLOW]
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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 first above
written.
BORROWER: SONOCO PRODUCTS COMPANY,
a South Carolina corporation
By: /s/ Vicki B. Arthur
--------------------------------------
Name: Vicki B. Arthur
Title: Staff Vice-President and Treasurer
AGENT: BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Mary Claire Carter
------------------------
Name: Mary Claire Carter
Title: Vice President
LENDERS: BANK OF AMERICA, N.A.,
as a Lender and as Swing Line Lender
By: /s/ Thomas R. Sullivan
------------------------
Name: Thomas R. Sullivan
Title: Vice President
LENDERS: BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ Lillian Kim
------------------
Name: Lillian Kim
Title: Vice President
LENDERS: DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ Christian Dallwitz
------------------------
Name: Christian Dallwitz
Title: Director
By: /s/ Michael C. Dietz
------------------------
Name: Dr. Michael C. Dietz
Title: Director
LENDERS: SUNTRUST BANK
By: /s/ David W. Foster
---------------------
Name: David W. Foster
Title: Director
LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Meg Beveridge
-------------------
Name: Meg Beveridge
Title: Vice President
LENDERS: CITICORP USA, INC
By: /s/ Hilary Nickerson
----------------------
Name: Hilary Nickerson
Title: Vice President
LENDERS: BANK OF MONTREAL
By: /s/ Shahrokh Z. Shah
----------------------
Name: Shahrokh Z. Shah
Title: Vice President
LENDERS: CREDIT SUISSE FIRST BOSTON,
ACTING THROUGH CAYMAN ISLANDS
BRANCH
By: /s/ James P. Moran
--------------------
Name: James P. Moran
Title: Director
By: /s/ Ian W. Nalift
-------------------
Name: Ian W. Nalift
Title: Associate
LENDERS: BANCO BILBAO VIZCAYA ARGENTARIA S.A.
By: /s/ Salmatiano Machade
----------------------------
Name: Salmatiano Machade
Title: Vice President
Global Corporate Banking
By: /s/ Miguel A. Lara
----------------------------
Name: Miguel A. Lara
Title: Vice President
Global Corporate Banking
LENDERS: JP MORGAN CHASE BANK
By: /s/ Peter S. Predun
------------------------
Name: Peter S. Predun
Title: Vice President
LENDERS: BANK OF NEW YORK
By: /s/ Ronald R. Reedy
---------------------
Name: Ronald R. Reedy
Title: Vice President
LENDERS: STATE STREET BANK AND TRUST COMPANY
By: /s/ Elizabeth F. Ryan-Catalano
--------------------------------
Name: Elizabeth F. Ryan-Catalano
Title: Assistant Vice President
Schedule I
to
Officer's Compliance Certificate
Fiscal Quarter Ending: __________, 20___.
A. Minimum Book Net Worth
(i) 85% of Book Net Worth as of March 31, 2002 $ 698,700,000
(ii) 25% of the Borrower's and its Subsidiaries' net income for
each full fiscal quarter (commencing with the fiscal quarter
ending June 30, 2002), computed on a consolidated basis in
accordance with GAAP $____________________
(iii) Aggregate cumulative amount of all payments made by the
Borrower on and after July 10, 2002 for the redemption,
retirement or other repurchase of any shares of the capital
stock of the Borrower so long as the Borrower's Long-Term Debt
is rated A- or higher by S&P and A3 or higher by Moody's at
the time of such payment and for the period ending upon the
earlier of forty-five (45) days after such payment or the date
of delivery of this certificate $____________________
(iv) Line A(i) plus Line A(ii) minus Line A(iii) $____________________
B. Actual Book Net Worth per Section 5.10
(i) Book Net Worth as of the last day of such fiscal quarter $____________________
(ii) Non-cash, tax-adjusted Additional Minimum Liability balance
in other comprehensive income $____________________
(iii) Line B(i) plus Line B(ii) $____________________
Minimum Allowed:
As of the last day of the fiscal quarter indicated above, Line B(iii) shall be
greater than or equal to Line A(iv). The Borrower is in compliance with the
foregoing minimum allowed Book Net Worth: yes ___ no___