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EXHIBIT 10.2
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of June 23, 1999 (this "Amendment"),
to the Five-Year Credit Agreement dated as of June 24, 1998 (as in effect prior
to the date hereof, the "Credit Agreement"), between BOWATER INCORPORATED (the
"Company"), the Subsidiary Borrowers, the Banks and THE CHASE MANHATTAN BANK, as
Administrative Agent (the "Administrative Agent").
The Company desires to modify certain covenants 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 satisfaction of the
conditions precedent set forth in Section 3 hereof, with effect as of the date
hereof, the parties hereby agree that the Credit Agreement shall be amended as
follows:
(a) Clause (j) of Section 9.06 of the Credit Agreement shall
be amended by deleting the percentage "10%" and replacing it with
"15%".
(b) Clause (f) of Section 9.11 of the Credit Agreement shall
be amended by deleting the percentage "10%" and replacing it with
"15%".
Section 3. Conditions Precedent. Section 2 hereof shall become
effective as of the date hereof upon the satisfaction of each of the following:
(a) the due execution and delivery of this Amendment by the
Company, any and all Subsidiary Borrowers, the Majority Banks and the
Administrative Agent; and
(b) the due execution and delivery of an amendment and
restatement (or other amendatory agreement) by the parties to the
364-Day Credit Agreement dated as of June 24, 1998 (the "364-Day
Agreement"), between the Company, the Subsidiary Borrowers, the Banks
party thereto and The Chase Manhattan Bank, as administrative agent
thereunder, that effects amendments to the 364-Day Agreement
corresponding to those contained in Section 2 hereof.
Section 4. 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 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 Harvey
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Name: William Harvey
Title: Vice President & Treasurer
ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK,
as Administrative Agent
By: /s/ Robert Anastasio
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Name: Robert Anastasio
Title: Vice President
BANKS
THE CHASE MANHATTAN BANK,
By: /s/ Robert Anastasio
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Name: Robert Anastasio
Title: Vice President
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THE BANK OF NEW YORK
By: /s/ Ann Marie Hughes
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Name: Ann Marie Hughes
Title: Vice President
NATIONSBANK, N.A
By: /s/ Michael W. Colon
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Name: Michael W. Colon
Title: Vice President
ABN AMRO BANK
By: /s/ Leif H. Olsson
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Name: Leif H. Olsson
Title: Senior Vice President
By: /s/ David McGinnis
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Name: David McGinnis
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ J. Andrew Phelps
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Name: J. Andrew Phelps
Title: AVP
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Robert Bottamedi
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Name: Robert Bottamedi
Title: Vice President
NATIONAL BANK OF CANADA
By: [not signed]
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Name:
Title:
By: [not signed]
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Name:
Title:
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE
NEW YORK BRANCH
By: /s/ Cynthia M. Niesen
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Name: Cynthia M. Niesen
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/ Alva J. Jones
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Name: Alva J. Jones
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Suzanne Morrison
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Name: Suzanne Morrison
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Patrick J. Hawes
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Name: Patrick J. Hawes
Title: Comptroller
SUNTRUST BANK, NASHVILLE, N.A.
By: /s/ J. Lee Lamprecht
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Name: J. Lee Lamprecht
Title: S.V.P.
BANK OF MONTREAL
By: /s/ Brian L. Banke
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Name: Brian L. Banke
Title: Director
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PNC BANK, NATIONAL ASSOCIATION
By: [not signed]
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Name:
Title:
DG BANK, DEUTSCHE
GENOSSENSCHAFTSBANK, AG
CAYMAN ISLANDS BRANCH
By: /s/ Eric K. Zimmerman
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Name: Eric K. Zimmerman
Title: Assistant Vice President
By: /s/ Kurt A. Morris
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Name: Kurt A. Morris
Title: Vice President