EXHIBIT 4.8
AMENDMENT No. 4 dated as of July 15, 1997 (this "Amendment"), to the
Credit Agreement, dated as of March 20, 1996, as amended (the "Credit
Agreement"), among Riverwood International Corporation (as successor to RIC
Holding, Inc.) (the "Parent Borrower"), the Foreign Subsidiary Borrowers (as
therein defined), the several banks and other financial institutions parties to
the Credit Agreement (the "Lenders") and The Chase Manhattan Bank (formerly
known as Chemical Bank), as administrative agent for the Lenders thereunder (in
such capacity, the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the Parent Borrower has requested that the Administrative
Agent, the Lenders and the Machinery Credit Agreement Lenders agree to amend (a)
subsections 4.4(b), 4.4(f), 8.2(b) and 8.14 of the Credit Agreement in
connection with a proposed issuance by the Parent Borrower of approximately
$250,000,000 in aggregate principal amount of unsecured senior notes due 2007
(the "1997 Senior Notes") in a private placement under Rule 144A under the
Securities Act of 1933, as amended, and (b) the financial covenants in
subsection 8.1 of the Credit Agreement and certain other negative covenants
contained in the Credit Agreement; and
WHEREAS, the Administrative Agent, the Lenders and the Machinery
Credit Agreement Lenders are willing to agree to the requested amendments and
waiver on the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows:
A. Definitions. Unless otherwise defined herein, terms defined in
the Credit Agreement shall have their defined meanings when used herein.
2
B. Amendments of Subsection 1.1 (Defined Terms). (i) Subsection 1.1
of the Credit Agreement is hereby amended by adding the following new
definitions, to appear in alphabetical order:
"1997 Senior Note Indenture": the indenture to be dated as of a date
on or about the date of the issuance by the Parent Borrower of the 1997
Senior Notes and to be between the Parent Borrower and State Street Bank
and Trust Company N.A., as trustee, as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance
with subsection 8.14 to the extent applicable.
"1997 Senior Notes": unsecured senior notes due 2007 of the Parent
Borrower issued in 1997 and having terms and conditions substantially
similar to the terms and conditions applicable to the Senior Notes, as the
same may be exchanged as provided in the 1997 Senior Note Indenture for
substantially similar unsecured senior notes that have been registered
under the Securities Act and as the same or such substantially similar
unsecured senior notes may be amended, supplemented, waived or otherwise
modified from time to time in accordance with subsection 8.14 to the
extent applicable.
"Tranche D Loan": as defined in subsection 2.14.
(ii) Clause (v) of the definition of "Change of Control" in
subsection 1.1 of the Credit Agreement is hereby amended by deleting it in its
entirety and substituting in place thereof the following:
"(v) a "Change of Control" as defined in the Senior Note Indenture,
the Senior Subordinated Note Indenture or the 1997 Senior Note
Indenture;"
3
C. Amendment of Section 2 (Amount and Terms of Commitments). Section
2 of the Credit Agreement is hereby amended by adding the following subsection,
to appear in numerical order:
"2.14 Tranche D Loan. Subject to the terms and conditions hereof,
the Parent Borrower may request that The Chase Manhattan Bank, a New York
banking corporation ("Chase"), make a loan (the "Tranche D Loan", which so
long as it shall be outstanding shall be a "Loan" hereunder) under this
Agreement to the Parent Borrower on the day prior to the contemplated date
of issuance of the 1997 Senior Notes in an aggregate principal amount
equal to $50,000,000, which shall be deposited into a deposit account at
Chase which shall be a blocked account until payment of the Tranche D
Loan. The Tranche D Loan shall be due and payable on the stated maturity
date as provided for in a separate promissory note, and shall be paid on
such date from the funds on deposit in such account at Chase, unless
otherwise agreed by the Parent Borrower and Chase. The Tranche D Loan
shall not have any scheduled principal repayments prior to such maturity
date. The Tranche D Loan may be prepaid by the Parent Borrower at any time
from the funds on deposit in such account at Chase, and shall be subject
to mandatory prepayment as provided in subsection 4.4(f). The Parent
Borrower shall pay interest on and fees in relation to such Tranche D Loan
as separately agreed upon by the Parent Borrower and Chase."
D. Amendment of Subsection 4.4(b) (Optional and Mandatory
Prepayments). Subsection 4.4(b) of the Credit Agreement is hereby amended by
inserting at the end of clause (x) thereof the following:
"(or, with respect to the incurrence of Indebtedness under the 1997
Senior Notes, the
4
greater of $155,000,000 or the portion of the Net Cash Proceeds
thereof in excess of $95,000,000);"
E. Amendment of Subsection 4.4(f) (Optional and Mandatory
Prepayments). Subsection 4.4(f) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting in place thereof the following:
"(f) Prepayments pursuant to subsections 4.4(b) and 4.4(c)
shall be applied, first, to prepay Term Loans then outstanding (and,
as provided in clause (B) below, the Tranche D Loan), second, to
prepay Swing Line Loans then outstanding, third, to prepay Revolving
Credit Loans then outstanding, fourth, to pay any Reimbursement
Obligations then outstanding and, last, to cash collateralize any
outstanding L/C Obligations on terms reasonably satisfactory to the
Administrative Agent. Prepayments of Term Loans pursuant to
subsections 4.4(b) and 4.4(c) shall be applied as follows:
(A) except in the case of the prepayment with respect to
the incurrence of Indebtedness under the 1997 Senior Notes (x)
pro rata (based on outstanding principal amount) to the
Tranche A Term Loans, the Tranche B Term Loans and Tranche C
Term Loans and (y) pro rata to the respective installments of
principal thereof, provided, however, that (I) any such
payment (including such payment resulting from the Timberland
Sale) made within twelve months, or in the case of the
Timberland Sale eighteen months, prior to the date on which an
installment of the principal thereof is scheduled to be made
may, at the option of the Parent Borrower with respect to the
Tranche A Term Loans and, so long as no holder thereof
declines its
5
share of such prepayment after it is permitted to do so as
contemplated by the next succeeding sentence of this
subsection 4.4(f), the Tranche B Term Loans and the Tranche C
Term Loans, be applied to such installment and (II) in the
event that any Lender holding a Tranche B Term Loan or a
Tranche C Term Loan declines to accept its share of the
prepayment related to the Timberland Sale, the Parent Borrower
may apply up to $75,000,000 of such declined shares in the
aggregate to such installments of the Tranche A Term Loan as
it may elect; and
(B) in the case of the prepayment with respect to the
incurrence of Indebtedness under the 1997 Senior Notes, (x) to
the Tranche D Loan and then entirely to the Tranche A Term
Loans and (y) to the extent of the prepayment of the Tranche A
Term Loans, to the respective installments thereof in the
direct order of maturity.
Notwithstanding the foregoing, in respect of any partial prepayment
of Term Loans pursuant to this subsection (other than with respect
to the incurrence of Indebtedness under the 1997 Senior Notes), the
Parent Borrower, at its option, may permit any Lender having a
Tranche B Term Loan or a Tranche C Term Loan to decline receipt of
its share of any such prepayment, and, if such Lender so declines,
such share shall be applied as an additional prepayment of the
Tranche A Term Loans in accordance with clause (y) of paragraph (A)
of the immediately preceding sentence of this subsection. In the
event that the Parent Borrower elects to permit any Lender having a
Tranche B Term Loan or a Tranche C Term Loan to irrevocably
6
decline receipt of its share of any such prepayment, the Parent
Borrower shall provide the Administrative Agent with notice to such
effect no later than three Business Days prior the date specified
for such prepayment, and the Administrative Agent will promptly
notify any such Lenders of such election. Any such Lender that
wishes to decline receipt of its share of any such prepayment shall
promptly, and, in any event no later than the date specified for
such prepayment, notify the Administrative Agent."
F. Amendment of Subsection 8.1(a) (Maintenance of Consolidated Net
Worth). Upon the issuance of the 1997 Senior Notes, subsection 8.1(a) of the
Credit Agreement is hereby amended by deleting it in its entirety and
substituting in place thereof the following:
"(a) Deleted."
G. Amendment of Subsection 8.1(b) (Maintenance of Consolidated
Interest Expense Ratio). Upon the issuance of the 1997 Senior Notes, subsection
8.1(b) of the Credit Agreement is hereby amended by deleting it in its entirety
and substituting in place thereof the following:
"(b) Maintenance of Consolidated Interest Expense Ratio. Permit, for
any period of four consecutive fiscal quarters of Holding (or, if less
than four full fiscal quarters shall have begun after and elapsed since
the Effective Date, such lesser number of elapsed full fiscal quarters)
ending during any test period set forth below, the Consolidated Interest
Expense Ratio at the last day of such consecutive fiscal quarter period,
to be less than the ratio set forth opposite such test period below:
7
Test Period Ratio
----------- -----
December 31, 1996 - December 30, 1997 0.80 to 1.00
December 31, 1997 - December 30, 1998 0.85 to 1.00
December 31, 1998 - December 30, 1999 1.00 to 1.00
December 31, 1999 - December 30, 2000 1.25 to 1.00
December 31, 2000 - December 30, 2001 1.50 to 1.00
December 31, 2001 - December 30, 2002 1.75 to 1.00
December 31, 2002 - December 30, 2003 2.00 to 1.00
Thereafter 2.25 to 1.00"
H. Amendment of Subsection 8.1(c) (Maintenance of Minimum EBITDA).
Upon the issuance of the 1997 Senior Notes, subsection 8.1(c) of the Credit
Agreement is hereby amended by deleting it in its entirety and substituting in
place thereof the following:
"(c) Maintenance of Minimum EBITDA. Permit EBITDA, for any period of
four consecutive fiscal quarters of Holding ending during any test period
set forth below (except that EBITDA for the test period ending December
31, 1996 shall be computed based on the results of the last three
consecutive fiscal quarters ending on such date multiplied by 4/3), to be
less than the amount set forth opposite such test period below:
Test Period Amount
----------- ------
December 31, 1996 - December 30, 1997 $130,000,000
December 31, 1997 - December 30, 1998 $140,000,000
December 31, 1998 - December 30, 1999 $200,000,000
December 31, 1999 - December 30, 2000 $265,000,000
December 31, 2000 - December 30, 2001 $325,000,000
December 31, 2001 - December 30, 2002 $350,000,000
December 31, 2002 - December 30, 2003 $375,000,000
Thereafter $400,000,000"
I. Amendment of Subsection 8.2(b) (Limitation on Indebtedness). Upon
the issuance of the 1997 Senior Notes,
8
subsection 8.2(b) of the Credit Agreement is hereby amended by deleting it in
its entirety and substituting in place thereof the following:
"(b) Indebtedness evidenced by the Existing Notes that are
outstanding as of the Effective Date, the Senior Subordinated Notes, the
Senior Notes and the 1997 Senior Notes; provided that in the case of the
Senior Subordinated Notes, the Senior Notes and the 1997 Senior Notes,
such Indebtedness shall not be extended, renewed, replaced, refinanced or
otherwise amended, except, in the case of amendments, as otherwise
permitted by subsection 8.14(c)."
J. Amendment of Subsection 8.8 (Limitation on Capital Expenditures).
Upon the issuance of the 1997 Senior Notes, subsection 8.8 of the Credit
Agreement is hereby amended by deleting it in its entirety and substituting in
place thereof the following:
"8.8 Limitation on Capital Expenditures. Make or commit to make any
Capital Expenditures (excluding any expenses incurred in connection with
normal replacement and maintenance programs properly charged to current
operations); provided that RIC Holding and its Subsidiaries may make
Capital Expenditures in an amount not to exceed, for any test period set
forth below, the amount set forth opposite such test period below:
Test Period Amount
----------- ------
Effective Date - December 31, 1996 $190,000,000
January 1, 1997 - December 31, 1997 $175,000,000
January 1, 1998 - December 31, 1998 $140,000,000
January 1, 1999 - December 31, 1999 $140,000,000
January 1, 2000 - December 31, 2000 $135,000,000
and Each fiscal year thereafter $130,000,000
9
; provided that (x) the Capital Expenditures permitted to be made during
any such test period shall be reduced by the aggregate amount spent for
acquisitions made during such test period pursuant to subsection 8.10(ii),
(y) up to $50,000,000 of any Capital Expenditures permitted to be made
during any test period and not made during such test period may be carried
over and expended during the next succeeding test period and (z) up to
$25,000,000 of any Capital Expenditures permitted to be made during any
test period and not made during such test period (to the extent not
expended during the next succeeding test period) may be carried over and
expended during the second succeeding test period."
K. Amendment of Subsection 8.14 (Limitation on Optional Payments and
Modifications of Debt Instruments and Other Documents). Upon the issuance of the
1997 Senior Notes, subsection 8.14 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting in place thereof the following:
"8.14. Limitation on Optional Payments and Modifications of Debt
Instruments and Other Documents. (a) Make any optional payment or
prepayment on or repurchase or redemption of any Senior Notes, Senior
Subordinated Notes or 1997 Senior Notes (other than as provided in the
definition thereof), including, without limitation, any payments on
account of, or for a sinking or other analogous fund for, the repurchase,
redemption, defeasance or other acquisition thereof, except mandatory
payments of principal, interest, fees and expenses required by the terms
of the Senior Notes and the Senior Note Indenture, the Senior Subordinated
Notes and the Senior Subordinated Note Indenture or the 1997 Senior Notes
and the 1997 Senior Note Indenture, as the case may be (and, in the case
of the Senior Subordinated Notes and the Senior Subordinated Note
Indenture, only to the extent permitted under the
10
subordination provisions applicable thereto).
(b) In the event of the occurrence of a Change of Control,
repurchase the Senior Notes, the Senior Subordinated Notes, the 1997
Senior Notes or any portion thereof, unless the Parent Borrower shall have
(i) made payment in full of the Loans, all Reimbursement Obligations and
any other amounts then due and owing to any Lender or the Administrative
Agent hereunder and under any Note and cash collateralized the L/C
Obligations on terms reasonably satisfactory to the Administrative Agent
or (ii) made an offer to pay the Loans, all Reimbursement Obligations and
any amounts then due and owing to each Lender and the Administrative Agent
hereunder and under any Note and to cash collateralize the L/C Obligations
in respect of each Lender and shall have made payment in full thereof to
each such Lender or the Administrative Agent which has accepted such offer
and cash collateralized the L/C Obligations in respect of each such Lender
which has accepted such offer.
(c) Amend, supplement, waive or otherwise modify any of the
provisions of any of the Senior Notes, the Senior Note Indenture, the
Senior Subordinated Notes, the Senior Subordinated Note Indenture, the
1997 Senior Notes or the 1997 Senior Note Indenture:
(i) which amends or modifies the subordination provisions
contained in the Senior Subordinated Notes and the Senior
Subordinated Note Indenture;
(ii) which shortens the fixed maturity or increases the
principal amount of, or increases the rate or shortens the time of
payment of interest on, or increases the amount or shortens the time
of payment of any principal or premium payable whether at maturity,
at a date fixed for
11
prepayment or by acceleration or otherwise of the Indebtedness
evidenced by the Senior Notes, the Senior Subordinated Notes or the
1997 Senior Notes, or increases the amount of, or accelerates the
time of payment of, any fees or other amounts payable in connection
therewith;
(iii) which relates to any material affirmative or negative
covenants or any events of default or remedies thereunder and the
effect of which is to subject RIC Holding or any of its
Subsidiaries, to any more onerous or more restrictive provisions; or
(iv) which otherwise adversely affects the interests of the
Lenders as senior creditors with respect to the Senior Subordinated
Notes or the interests of the Lenders under this Agreement or any
other Loan Document in any material respect.
(d) Amend, supplement or otherwise modify any of the provisions of
any of the Merger Documents in a manner which adversely affects the
Lenders in any material respect."
L. Conditions to Effectiveness. The effectiveness of this Amendment
shall be subject to the satisfaction of the following conditions precedent:
1. Amendment. The Administrative Agent shall have received
counterparts of this Amendment executed by the Parent Borrower and
consented to by the requisite number of lenders to the Credit Agreement
and the Machinery Credit Agreement for each of the amendments provided for
herein.
2. Issuance of 1997 Senior Notes. The 1997 Senior Notes shall have
been priced and arrangements reasonably satisfactory to the Administrative
Agent
12
shall have been made to use the Net Proceeds therefrom as contemplated in
this Amendment (including to make the prepayment of the Tranche A Term
Loans and the Tranche D Loan required under Sections D and E of this
Amendment in the amount required thereby). The Administrative Agent shall
notify the Parent Borrower when such reasonably satisfactory arrangements
have been made.
3. No Default. No Default or Event of Default shall have occurred
and be continuing on the Amendment Effective Date (as hereinafter defined)
or after giving effect to this Amendment.
4. Certificate. The Administrative Agent shall have received a
certificate of the Borrower, dated the Amendment Effective Date,
certifying that the 1997 Senior Notes have been priced.
5. Reaffirmation of Guarantees. The Administrative Agent shall have
received a reaffirmation of the Holding Guarantee and the Subsidiaries
Guarantee executed by Holding and the Domestic Subsidiaries, respectively,
forms of which are attached hereto as Exhibit A and Exhibit B,
respectively.
6. Fees. The Administrative Agent shall have received for the
account of each Lender or Machinery Credit Agreement Lender executing and
delivering this Amendment on or prior to July 15, 1997 an amendment fee
equal to 5.0 basis points of the sum (x) its Revolving Credit Commitment
(y) its Machinery Credit Agreement Revolving Credit Commitment and (z) the
aggregate principal amount outstanding of its Term Loans, as of the
Amendment Effective Date and after giving effect to the prepayments
thereof contemplated hereby.
13
M. Agreements Related to 1997 Senior Notes. In connection with its
incurrence of Indebtedness under the 1997 Senior Notes, the Parent Borrower
hereby irrevocably agrees, subject to the issuance of the 1997 Senior Notes, (i)
to make an optional prepayment of the Revolving Credit Loans in an amount equal
to the excess of the Net Cash Proceeds of the incurrence of Indebtedness under
the 1997 Senior Notes over the portion of the Net Cash Proceeds thereof required
to be used to make a mandatory prepayment of the Term Loans and of the Tranche D
Loan, on the date of such prepayment of the Term Loans and of the Tranche D Loan
and (ii) to make an additional optional prepayment of the Revolving Credit Loans
in an amount equal to $50,000,000. This paragraph shall constitute notice to the
Lenders by the Parent Borrower and the Administrative Agent as required and
contemplated by subsections 4.4(a); provided, however, that such notice shall be
conditioned upon the issuance of the 1997 Senior Notes, notwithstanding any
provision in subsection 4.4(a) to the contrary.
N. Representations and Warranties. In order to induce the
Administrative Agent, the Lenders and the Machinery Credit Agreement Lenders to
enter into this Amendment, the Parent Borrower hereby represents and warrants to
the Administrative Agent and the Lenders that the representations and warranties
of the Borrowers contained in the Loan Documents are true and correct in all
material respects on and as of the Amendment Effective Date (after giving effect
hereto) as if made on and as of the Amendment Effective Date (except where such
representations and warranties expressly relate to an earlier date in which case
such representations and warranties were true and correct in all material
respects as of such earlier date); provided that all references to the "Credit
Agreement" in any Loan Document shall be and are deemed to mean the Credit
Agreement as amended hereby.
14
O. Miscellaneous.
1. Effective Date. As used in this Amendment the term "Amendment
Effective Date" shall mean the date on which all conditions precedent set forth
in Section L hereof shall have been satisfied.
2. Applicable Law and Jurisdiction. This Amendment has been executed
and delivered in New York, New York, and the rights and obligations of the
parties hereto shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York.
3. Counterparts. This Amendment may be executed by the parties
hereto in any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
4. Fees and Expenses. The Parent Borrower agrees to pay and
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses in connection with the negotiation, preparation, execution and
delivery of this Amendment, including without limitation the reasonable fees and
expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx.
5. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the Parent Borrower and its successors and assigns, and
upon the Administrative Agent, the Lenders and the Machinery Credit Agreement
Lenders and their successors and assigns. The execution and delivery of this
Amendment by any Lender or Machinery Credit Agreement Lender prior to the
Amendment Effective Date shall be binding upon its successors and assigns and
shall be effective as to any loans or commitments assigned to it after such
execution and delivery.
6. Continuing Effect. Except as expressly amended hereby, the Credit
Agreement as amended by this
15
Amendment shall continue to be and shall remain in full force and effect in
accordance with its terms. This Amendment shall not constitute an amendment or
waiver of any provision of the Credit Agreement not expressly referred to herein
and shall not be construed as an amendment, waiver or consent to any action on
the part of the Borrowers that would require an amendment, waiver or consent of
the Administrative Agent, the Lenders or the Machinery Credit Agreement Lenders
except as expressly stated herein. Any reference to the "Credit Agreement" in
the Loan Documents or any related documents shall be deemed to be a reference to
the Credit Agreement as amended by this Amendment.
16
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
day and year first above written.
RIVERWOOD INTERNATIONAL CORPORATION
By:
-----------------------------------
Title:
THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank), as
Administrative Agent, Swing Line
Lender, Issuing Lender and
Lender
By:
-----------------------------------
Title:
Consented to:
ACADIA PARTNERS, L.P.
By: Acadia FW Partners, L.P.
as General Partner of Acadia
Partners, L.P.
By: Acadia MGP, Inc. as
Managing General
Partner of the General Partner
By:
----------------------------------
Title:
AERIES FINANCE LTD.
By:
--------------------------------
Title:
ARAB AMERICAN BANK
By:
--------------------------------
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
--------------------------------
Title:
By:
--------------------------------
Title:
BANCO ESPIRITO SANTO e COMERCIAL
de LISBOA, NASSAU BRANCH
By:
--------------------------------
Title:
By:
--------------------------------
Title:
BANK OF AMERICA ILLINOIS
By:
--------------------------------
Title:
BANK OF MONTREAL
By:
--------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
--------------------------------
Title:
BANK OF TOKYO-MITSUBISHI, LTD.
By:
--------------------------------
Title:
THE BANK OF NEW YORK
By:
--------------------------------
Title:
BANQUE NATIONALE DE PARIS
By:
--------------------------------
Title:
By:
--------------------------------
Title:
19
BANQUE WORMS CAPITAL CORPORATION
By:
--------------------------------
Title:
By:
--------------------------------
Title:
BZW DIVISION OF BARCLAYS BANK PLC
By:
--------------------------------
Title:
CAPTIVA FINANCE LTD.
By:
--------------------------------
Title:
OCTAGON CREDIT INVESTORS LOAN PORFOLIO
(formlerly CHL High Yield Loan Portfolio),
a unit of The Chase Manhattan Bank
By:
--------------------------------
Title:
CIBC INC.
By:
--------------------------------
Title:
CERES FINANCE, LTD.
By:
--------------------------------
Title:
CHRISTIANIA BANK OG KREDITKASSE
By:
--------------------------------
Title:
By:
--------------------------------
Title:
CITIBANK
By:
--------------------------------
Title:
CoBANK, ACB
By:
--------------------------------
Title: CoBANK, ACB
21
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By:
--------------------------------
Title:
By:
--------------------------------
Title:
CREDIT AGRICOLE
By:
--------------------------------
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH
By:
--------------------------------
Title:
By:
--------------------------------
Title:
CREDITANSTALT-BANKVERIEN
By:
--------------------------------
Title:
By:
--------------------------------
Title:
CREDIT SUISSE
By:
--------------------------------
Title:
By:
--------------------------------
Title:
DLJ CAPITAL FUNDING, INC.
By:
--------------------------------
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
--------------------------------
Title:
FIRSTRUST BANK
By:
--------------------------------
Title:
00
XXXXX XXXXX XXXXXXXX XXXX XX
XXXXX XXXXXXXX
By:
--------------------------------
Title:
THE FUJI BANK, LIMITED,
ATLANTA AGENCY
By:
--------------------------------
Title:
XXXXXXX XXXXX CREDIT PARTNERS
By:
--------------------------------
Title:
HIBERNIA NATIONAL BANK
By:
--------------------------------
Title:
IMPERIAL BANK
By:
--------------------------------
Title:
INDOSUEZ CAPITAL FUNDING II, LTD.
By: Indosuez Capital, as Portfolio Advisor
By:
--------------------------------
Title:
ING CAPITAL CORPORATION
By:
--------------------------------
Title:
ING CAPITAL ADVISORS, INC.
By:
--------------------------------
Title:
KEYPORT LIFE INSURANCE COMPANY
By: Chancellor Senior Management, Inc.
as Portfolio Advisor
By:
--------------------------------
Title:
MEDICAL LIABILITY MUTUAL INSURANCE COMPANY
By: Chancellor Senior Secured Management, Inc.
as Investment Manager
By:
--------------------------------
Title:
MELLON BANK, N.A.
By:
--------------------------------
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By:
--------------------------------
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
--------------------------------
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By:
--------------------------------
Title:
MIDLAND BANK PLC, NEW YORK BRANCH
By:
--------------------------------
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
--------------------------------
Title:
XXXXXX GUARANTY TRUST CO.
By:
--------------------------------
Title:
XXXXXX XXXXXXX SENIOR FUNDING INC.
By:
--------------------------------
Title:
NATIONAL BANK OF KUWAIT
By:
--------------------------------
Title:
NATIONAL CITY BANK
By:
--------------------------------
Title:
NATIONSBANK, N.A.
By:
--------------------------------
Title:
27
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By:
--------------------------------
Title:
NEW YORK LIFE INSURANCE
COMPANY
By:
--------------------------------
Title:
ORIX USA CORPORATION
By:
--------------------------------
Title:
PNC BANK, NATIONAL ASSOCIATION
By:
--------------------------------
Title:
PILGRIM AMERICA PRIME RATE TRUST
By:
--------------------------------
Title:
PROTECTIVE LIFE INSURANCE COMPANY
By:
--------------------------------
Title:
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By: Chancellor Senior Management, Inc.
as Portfolio Advisor
By:
--------------------------------
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:
--------------------------------
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By:
--------------------------------
Title:
SOCIETE GENERALE
By:
--------------------------------
Title:
SOUTHERN PACIFIC THRIFT & LOAN
ASSOCIATION
By:
--------------------------------
Title:
STRATA FUNDING LTD.
By:
--------------------------------
Title:
TORONTO DOMINION (TEXAS), INC.
By:
--------------------------------
Title:
XXXXX FARGO BANK, N.A.
By:
--------------------------------
Title:
THE YASUDA TRUST BANKING COMPANY,
LTD.
By:
--------------------------------
Title:
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By:
--------------------------------
Title:
31
BEAR XXXXXXX INVESTMENT PRODUCTS INC.
By:
--------------------------------
Title:
XXXXXX COMMERCIAL PAPER INC.
By:
--------------------------------
Title:
CAPTIVA II FINANCE LTD.
By:
--------------------------------
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
--------------------------------
Title:
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY INC.,
as attorney-in-fact and on behalf of FAFLIC
By:
--------------------------------
Title:
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.,
its General Partner
By: Oak Hill Securities MGP, Inc.,
its General Partner
By:
--------------------------------
Title:
XXXXXX INVESTMENT MANAGEMENT, INC.,
on behalf of High Yield Trust and
High Yield Advantage
By:
--------------------------------
Title:
EXHIBIT A
REAFFIRMATION OF HOLDING GUARANTEE
The undersigned hereby (i) acknowledges receipt of a copy of, and
hereby consents to the matters set forth in, the foregoing Amendment and (ii)
ratifies and confirms in all respects its obligations under the Holding
Guarantee (as defined in such Amendment).
Dated as of: _________, 1997
RIVERWOOD HOLDING, INC.
By:
----------------------------
Title:
EXHIBIT B
REAFFIRMATION OF SUBSIDIARIES GUARANTEE
The undersigned hereby (i) acknowledge receipt of a copy of, and
hereby consent to the matters set forth in, the foregoing Amendment and (ii)
ratify and confirm in all respects their obligations under the Subsidiaries
Guarantee (as defined in such Amendment).
Dated as of: __________, 1997
NEW RIVER TIMBER, INC.
By:
----------------------------
Title:
XXXXXX SOUTH COMPANY
By:
----------------------------
Title:
RIVERWOOD INTERNATIONAL
ENTERPRISES, INC.
By:
----------------------------
Title:
2
RIVERWOOD INTERNATIONAL
MACHINERY, INC.
By:
----------------------------
Title:
PINE PIPELINE, INC.
By:
----------------------------
Title:
RIVERWOOD SWEDISH INVESTMENTS,
INC.
By:
----------------------------
Title:
