[EXECUTION COPY]
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of October 22, 1997 among CROWN PAPER CO. (the
"Borrower"), CROWN VANTAGE INC., the BANKS listed on the signature pages hereof
(the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
Agent and as Collateral Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of August 15, 1995 (as amended, the "Agreement"); and
WHEREAS, the Borrower has entered into an agreement to sell up to
24,646 acres in the aggregate of timber properties located in Mississippi and
Louisiana (the "Mississippi Asset Sale"); and
WHEREAS, the Borrower has entered into an agreement to sell up to
83,000 acres in the aggregate of timber properties located in New Hampshire and
Maine (the "New Hampshire Asset Sale" and, together with the Mississippi Asset
Sale, the "Timber Asset Sales"); and
WHEREAS, in connection with the Timber Asset Sales the parties hereto
desire to amend the Agreement as more fully set forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. ADDITION TO ASSET SALES BASKET. The parenthetical set
forth in clause (ii) of Section 5.7(b) of the Agreement is amended to read in
its entirety as
follows: "(other than (x) the sale by the Borrower of its mill and related
operations located in Milford, New Jersey, (y) the exchange of timber
properties for other timber properties and (z) the sale by the Borrower of up
to 24,646 acres in the aggregate of timber properties located in Mississippi
and Louisiana and up to 83,000 acres in the aggregate of timber properties
located in New Hampshire and Maine, so long as each such sale described in
this clause (z) is consummated on or prior to December 31, 1997 and the Net
Cash Proceeds with respect thereto are applied by the Borrower to prepay the
Loans in accordance with Section 2.8(b))".
SECTION 3. RELEASE OF LIENS AND RELATED CONSENTS. (a) Upon receipt by
the Banks of the Net Cash Proceeds of not less than $11,000,000 from the
Mississippi Asset Sale, the Lien created under the Security Documents on the
assets sold pursuant to such Mississippi Asset Sale (but not any Proceeds
thereof) shall be released.
(b) Upon receipt by the Banks of the Net Cash Proceeds of not less
than $22,000,000 from the New Hampshire Asset Sale, the Lien created under the
Security Documents on the assets sold pursuant to such New Hampshire Asset Sale
(but not any Proceeds thereof) shall be released.
(c) The Banks hereby consent to (i) the consummation by the Borrower
of the Timber Asset Sales substantially on the terms disclosed by the Borrower
to the Banks prior to the date hereof, (ii) the release of the Liens created
under the Security Documents on the assets being sold pursuant to the
Mississippi Asset Sale (but not on any Proceeds thereof) and the New Hampshire
Asset Sale (but not on any Proceeds thereof) effected by clauses (a) and (b) of
this Section and (iii) the execution and delivery by the Collateral Agent to the
Borrower of any documents evidencing such releases.
SECTION 4. BORROWER REPRESENTATIONS. The Borrower represents and
warrants to the Banks that (i) upon receipt thereof, the consideration received
by the Borrower from each Timber Asset Sale shall not be less than the fair
market value of the assets being disposed pursuant thereto and (ii) such
consideration, in each case, shall consist solely of cash payable at closing.
SECTION 5. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 6. COUNTERPARTS; EFFECTIVENESS. This Amendment may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective when the Administrative Agent shall have
received duly executed counterparts hereof signed by the Borrower and the
Required Banks (or, in the case of any party as to which an executed counterpart
shall not have been received,
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the Administrative Agent shall have received telegraphic, telex or other
written confirmation from such party of execution of a counterpart hereof by
such party).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
CROWN PAPER CO.
By /s/ Christopher McLain
--------------------------------
Name: Christopher McLain
Title: Senior Vice President
CROWN VANTAGE INC.
By /s/ Christopher McLain
--------------------------------
Name: Christopher McLain
Title: Senior Vice President
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MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By /s/ John H. Chaplin
--------------------------------
Name: John H. Chaplin
Title: Associate
THE BANK OF NEW YORK
By /s/ Jonathan Rollins
--------------------------------
Name: Jonathan Rollins
Title: Assistant Vice President
CERES FINANCE LTD.
By /s/ John H. Cullinane
--------------------------------
Name: John H. Cullinane
Title: Director
THE CHASE MANHATTAN BANK, as
successor by merger to THE CHASE
MANHATTAN BANK, N.A.
By /s/ Ronald Potter
--------------------------------
Name: Ronald Potter
Title: Managing Director
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CREDITANSTALT CORPORATE FINANCE, INC.
By /s/ Jack R. Bertges
--------------------------------
Name: Jack R. Bertges
Title: Senior Vice President
By /s/ James F. McCann
--------------------------------
Name: James F. McCann
Title: Vice President
CHRISTIANIA BANK OG KREDITKASSE
By /s/ Carl-Peter Svendsen
--------------------------------
Name: Carl-Peter Svendsen
Title: First Vice President
By /s/ Kristi Holton
--------------------------------
Name: Kristi Holton
Title: First Vice President
DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By /s/ John W. Sweeney
--------------------------------
Name: John W. Sweeney
Title: Assistant Vice President
By /s/ Christopher E. Sarisky
--------------------------------
Name: Christopher E. Sarisky
Title: Assistant Treasurer
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FIRST SOURCE FINANCIAL LLP, by
FIRST SOURCE FINANCIAL, INC.,
its Agent/Manager
By /s/ James W. Wilson
--------------------------------
Name: James W. Wilson
Title: Senior Vice President
KZH HOLDING CORPORATION III
By /s/ Virginia R. Conway
--------------------------------
Name: Virginia R. Conway
Title: Authorized Agent
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By /s/ T. Morgan Edwards II
--------------------------------
Name: T. Morgan Edwards II
Title: Deputy General Manager
MARINE MIDLAND BANK
By /s/ M.F. Brown
--------------------------------
Name: M.F. Brown
Title: Authorized Signatory
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MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, LP,
as Investment Advisor
By /s/ Gilles Marchand, CFA
--------------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By /s/ Gilles Marchand, CFA
--------------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
MORGAN STANLEY SENIOR FUNDING, INC.
By /s/ Christopher A. Pucillo
--------------------------------
Name: Christopher A. Pucillo
Title: Vice President
NATEXIS BANQUE
By /s/ Kevin Dooley
--------------------------------
Name: Kevin Dooley
Title: Vice President
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NATIONSBANK, N.A.
By /s/ Michael Short
--------------------------------
Name: Michael Short
Title: Officer
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By /s/ Richard A. Strait
--------------------------------
Name: Richard A. Strait
Title: Vice President
PNC BANK NATIONAL ASSOCIATION
By /s/ David J. Egan
--------------------------------
Name: David J. Egan
Title: Senior Vice President
PRIME INCOME TRUST
By
--------------------------------
Name:
Title:
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PAMCO CAYMAN
By: Protective Asset Management Company,
as Collateral Manager
By /s/ James Dondero, CFA, CPA
--------------------------------
Name: James Dondero, CFA, CPA
Title: President
SOUTHERN PACIFIC THRIFT AND LOAN
By /s/ Charles D. Martorano
--------------------------------
Name: Charles D. Martorano
Title: Senior Vice President
STRATA FUNDING LTD.
By /s/ John H. Cullinane
--------------------------------
Name: John H. Cullinane
Title: Director
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TORONTO DOMINION (TEXAS), INC.
By /s/ Neva Nesbitt
--------------------------------
Name: Neva Nesbitt
Title: Vice President
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/ Kathleen A. Zairn
--------------------------------
Name: Kathleen A. Zairn
Title: Vice President
ML CBO IV (CAYMAN) LTD.
By: Protective Asset Management Company
By /s/ James Dondero, CFA, CPA
--------------------------------
Name: James Dondero, CFA, CPA
Title: President
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MORGAN GUARANTY TRUST
COMPANY, as Administrative
Agent and Collateral Agent
By /s/ Christopher A. Bondy
--------------------------------
Name: Christopher A. Bondy
Title: Vice President
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