AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of September 12, 2003, between
BOWATER INCORPORATED, a Delaware corporation (the "Company"), each of the
Subsidiaries of the Company from time to time designated as "Subsidiary
Borrowers" pursuant to the Credit Agreement (each, a "Subsidiary Borrower" and,
together with the Company, the "Borrowers"), the LENDERS party hereto, and
JPMORGAN CHASE BANK, as Administrative Agent.
The Borrowers, the Lenders and the Administrative Agent are
parties to a Credit Agreement dated as of May 22, 2002 (as heretofore modified
and supplemented and in effect on the date hereof, the "Credit Agreement"),
providing, subject to the terms and conditions thereof, for loans and extensions
of credit to be made by said Lenders to the Borrowers in an aggregate principal
or face amount not exceeding $800,000,000 at any one time outstanding.
The Borrowers wish to amend the Credit Agreement in certain
respects. Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 4 below, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement (including references
to the Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof) shall be deemed
to be references to the Credit Agreement as amended hereby.
2.02. Definitions. Section 1.01 of the Credit Agreement is
hereby amended by amending the following definition to read as follows:
"Consolidated Net Worth" means, as at any date, the sum, for
the Company and its Consolidated Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP), of the
following:
(a) the amount of common stock, plus
(b) the amount of any Preferred Stock, plus
(c) the amount of additional paid-in capital and retained
earnings (or, in the case of an additional paid-in capital or retained
earnings deficit, minus the amount of such deficit), plus
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(d) equity adjustments from (i) foreign currency translations,
(ii) unrealized gain/(loss) on hedged transactions and (iii) any other
items of accumulated other comprehensive income (or loss), other than
minimum pension liability adjustments (in each case of the foregoing
clauses (i) through (iii), in the case of negative adjustments, minus
the amount of such adjustments), [it being understood that these
adjustments will be reflected in accordance with FASB Statement No. 130
as accumulated other comprehensive income (or loss)], minus
(e) the unpaid principal amount of the loan (if any) to the
Company's Employee Stock Ownership Plan (ESOP), minus
(f) the cost of treasury stock.
Section 3. Representations and Warranties. The Borrowers
represent and warrant to the Lenders that the representations and warranties set
forth in Article IV of the Credit Agreement are true and complete on the date
hereof as if made on and as of the date hereof (or, if any such representation
or warranty is expressly stated to have been made as of a specific date, as of
such specific date) and as if each reference in said Article IV to "this
Agreement" included reference to this Amendment No. 1.
Section 4. Condition Precedent. The amendments set forth in
Section 2 hereof shall become effective, as of the date hereof, upon (i) the
execution and delivery of counterparts of this Amendment No. 1 by the Borrowers
and the Required Lenders and (ii) the receipt by the Administrative Agent, for
the account of each Lender that has executed and delivered this Amendment No. 1
not later than 5:00 p.m. New York City time on September 12, 2003, an amendment
fee in an amount equal to 5 bps of the aggregate amount of such Lender's
Revolving Credit Exposure and outstanding Term Loans.
Section 5. Miscellaneous. Except as provided herein, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 1 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, this Amendment No. 1 has been duly
executed as of the date first written above.
BOWATER INCORPORATED
By /s/ William G. Harvey
-------------------------------------
Name: William G. Harvey
Title: Vice President and Treasurer
JPMORGAN CHASE BANK
By /s/ Peter S. Predun
-------------------------------------
Name:
Title:
SUNTRUST BANK
By /s/ Kelly Gunter
-------------------------------------
Name: Kelly Gunter
Title: Vice President
WACHOVIA BANK,N.A.
By /s/ Shawn Janko
-------------------------------------
Name: Shawn Janko
Title: VP
By______________________________________
Name:
Title:
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BANK OF AMERICA, N.A.
By /s/ MICHAEL BALOK
-------------------------------------
Name: MICHEAL BALOK
Title: Managing Director
BANK OF MONTREAL
By /s/ Bruno Jarry
-------------------------------------
Name: Bruno Jarry
Title: Director
By______________________________________
Name:
Title:
THE BANK OF NEW YORK
By /s/ David C. Siegel
-------------------------------------
Name: David C. Siegel
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ Chris J. Allen
-------------------------------------
Name: Chris J. Allen
Title: Managing Director & Office
Head
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UBS AG, STAMFORD BRANCH
By /s/ Wilfred V. Saint
--------------------------------------------
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services US
By /s/ Jennifer L. Poccia
--------------------------------------------
Name: Jennifer L. Poccia
Title: Associate Director
Banking Products Services, US
CIBC INC.
By /s/ Geraldine Kerr
--------------------------------------------
Name: Geraldine Kerr
Title: Executive Director
CIBC World Markets Corp. As Agent
TORONTO DOMINION (TEXAS), INC.
By /s/ RACHEL SUITER
--------------------------------------------
Name: RACHEL SUITER
Title: VICE PRESIDENT
NATIONAL BANK OF CANADA
By /s/ Yvon LaPlante
--------------------------------------------
Name: Yvon LaPlante
Title: Vice President and Manager
Cross Border Financing Group
By /s/ Jeffrey Forgach
--------------------------------------------
Name: Jeffrey Forgach
Title: Assistant Vice President
Cross Border Financing Group
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BRANCH BANKING AND TRUST
COMPANY OF SOUTH CAROLINA
By /s/ Troy R. Weaver
---------------------------------------
Name: Troy R. Weaver
Title: Vice President
ING CAPITAL LLC
By _______________________________________
Name:
Title:
REGIONS BANK
By /s/ David Waller
---------------------------------------
Name: David Waller
Title: Vice President,
Corporate Banking Regions Bank
PB CAPITAL CORPORATION
By /s/ STEVEN ALEXANDER & MARIA C. LEVY
---------------------------------------
Name: STEVEN ALEXANDER MARIA C. LEVY
Title: VICE PRESIDENT VICE PRESIDENT
ARES LEVERAGED INVESTMENT
FUND II, L.P.
By: ARES Management II, L.P.
Its: General Partner
By /s/ Seth J. Brufsky
---------------------------------------
Name: Seth J. Brufsky
Title: Vice President
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OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
By /s/ Michael B. Nechamkin
--------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
By /s/ Michael B. Nechamkin
--------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS IV, LTD.
By: Octagon Credit Investors, LLC
as collateral manager
By /s/ Michael B. Nechamkin
--------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
Amendment No. 1