EIGHTH AMENDMENT
EIGHTH AMENDMENT (this "Amendment"), dated as of March 5, 1999, among
American Pad & Paper Company ("Holdings"), WR Acquisition, Inc. ("WR
Acquisition"), American Pad & Paper Company of Delaware, Inc. (the "Borrower"),
the lending institutions party to the Credit Agreement referred to below (each a
"Bank" and, collectively, the "Banks"), Bank of Tokyo-Mitsubishi Trust Company,
Bank Xxx Xxxxx, X.X., Xxx Xxxx xx Xxxx Xxxxxx and The First National Bank of
Boston, as Co-Agents (the "Co-Agents"), and Bankers Trust Company, as Agent (the
"Agent"). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, Holdings, WR Acquisition, the Borrower, the Banks, the
Co-Agents and the Agent are party to a Credit Agreement, dated as of July 8,
1996 (as amended, modified and supplemented prior to the date hereof, the
"Credit Agreement"); and
WHEREAS, the Borrower has requested that the Banks provide the
amendments, consents and agreements provided for herein and the Banks have
agreed to provide such amendments, consents and agreements on the terms and
conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 3.03(b) of the Credit Agreement is hereby amended to read
in its entirety as follows:
"(b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03 (but subject to the last sentence of
each of Section 3.03(c) and Section 3.03(g)), the Total Revolving Loan
Commitment shall be permanently reduced on the dates set forth below
by the amounts set forth opposite such dates below:
Date Amount
---- ------
December 31, 1998 $25,000,000
March 31, 2000 $25,000,000
July 8, 2000 $50,000,000"
2. Section 3.03(c) of the Credit Agreement is hereby amended to
read in its entirety as follows:
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"(c) In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, on the third Business Day
after each date on or after the Initial Borrowing Date on which
Holdings or any of its Subsidiaries receives Cash Proceeds from any
Asset Sale (or, in the case of an Asset Sale in which payments to
Holdings or any of its Subsidiaries originate from outside the United
States, within five Business Days after the date of receipt of such
Cash Proceeds), the Total Revolving Loan Commitment shall be
permanently reduced by an amount equal to 100% of the Net Cash
Proceeds from such Asset Sale. Each mandatory reduction pursuant to
this Section 3.03(c) shall be applied to reduce future scheduled
reductions pursuant to Section 3.03(b) as follows: (i) 50% of such Net
Cash Proceeds shall be applied to reduce the scheduled reduction on
March 31, 2000 (until such time as such scheduled reduction on March
31, 2000 is reduced to zero) and (ii) the remainder of such Net Cash
Proceeds shall be applied to reduce the scheduled reduction on July 8,
2000."
3. The definition of "Consolidated EBIT" contained in Section 10 of
the Credit Agreement is hereby amended by (a) deleting the word "and" appearing
at the end of clause (iv) thereof, (b) deleting the period at the end of clause
(v) thereof and inserting ", and" in lieu thereof, and (c) inserting at the end
thereof the following new clause (vi):
"(vi) without giving effect to other nonrecurring charges taken
by the Borrower in the fiscal quarter ending on December 31, 1998 and
deducted in determining Consolidated Net Income for such period,
provided that the aggregate amount of charges added back pursuant to
this clause (vi) shall not exceed $6,300,000."
4. In order to induce the Banks to enter into this Amendment, each
of Holdings, WR Acquisition and the Borrower hereby represents and warrants that
(i) no Default or Event of Default exists as of the Amendment Effective Date
(as defined below) after giving effect to this Amendment and (ii) on the
Amendment Effective Date, after giving effect to this Amendment, all
representations and warranties contained in the Credit Agreement and in the
other Credit Documents are true and correct in all material respects.
5. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Required Banks, Holdings, WR Acquisition and the
Borrower shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at its Notice Office.
6. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
7. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
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8. All references in the Credit Agreement and each of the Credit
Documents to the Credit Agreement shall be deemed to be references to such
Credit Agreement after giving effect to this Amendment.
9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
* * *
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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
hereof.
AMERICAN PAD & PAPER COMPANY
By:
------------------------------------
Name:
Title:
WR ACQUISITION, INC.
By:
------------------------------------
Name:
Title:
AMERICAN PAD & PAPER COMPANY OF
DELAWARE, INC.
By:
------------------------------------
Name:
Title:
BANKERS TRUST COMPANY, individually
and as Agent
By:
------------------------------------
Name:
Title:
4
BANKBOSTON, N.A.
By:
------------------------------------
Name:
Title:
BANK LEUMI USA
By:
------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
------------------------------------
Name:
Title:
BANK OF SCOTLAND
By:
------------------------------------
Name:
Title:
BANK ONE TEXAS
By:
------------------------------------
Name:
Title:
BANK POLSKA KASA OPIEKI, S.A.
5
By:
------------------------------------
Name:
Title:
CHASE SECURITIES, INC., as agent for
CHASE MANHATTAN BANK
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
CHRISTIANIA BANK OG KREDITKASSE,
NEW YORK BRANCH
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
CIBC INC.
By:
------------------------------------
Name:
Title:
6
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By:
------------------------------------
Name:
Title:
FIRST UNION CORP.
By:
------------------------------------
Name:
Title:
FRANKLIN ADVISORS, INC.
By:
------------------------------------
Name:
Title:
GUARANTY FEDERAL BANK, F.S.B.
By:
------------------------------------
Name:
Title:
ING (U.S.) CAPITAL LLC
By:
------------------------------------
Name:
Title:
7
NATIONS BANK, N.A.
By:
------------------------------------
Name:
Title:
XXX CAPITAL FUNDING, L.P., by
HIGHLAND CAPITAL MANAGEMENT,
L.P., as collateral manager
By:
------------------------------------
Name:
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED, NEW YORK BRANCH
By:
------------------------------------
Name:
Title:
SANWA BUSINESS CREDIT
CORPORATION (FLEET CAPITAL
CORPORATION)
By:
------------------------------------
Name:
Title:
8
SOCIETE GENERALE
By:
------------------------------------
Name:
Title:
9
