Second Amended and Restated 364-Day Credit Agreement among Bowater Incorporated, Subsidiary Borrowers, Lenders, and The Chase Manhattan Bank (Administrative Agent)

Summary

This agreement is between Bowater Incorporated, its designated subsidiary borrowers, a group of lender banks, and The Chase Manhattan Bank as administrative agent. It amends and restates a previous credit agreement, allowing the lenders to provide loans up to $150 million to Bowater and its subsidiaries. The agreement sets out the terms for borrowing, repayment, and conditions for effectiveness, including required documentation and legal opinions. The credit facility is set to terminate on June 20, 2001, unless extended. Bowater must also pay certain fees and expenses as part of the agreement.

EX-10.3 4 g65151ex10-3.txt 2ND AMENDED & RESTATED 364-DAY CREDIT AGREEMENT 1 EXHIBIT 10.3 CONFORMED COPY SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT (this "Agreement") dated as of June 21, 2000 between BOWATER INCORPORATED, a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"); each of the Subsidiaries of the Company from time to time designated as "Subsidiary Borrowers" hereunder pursuant to Section 7.02(a) of the Existing Credit Agreement as defined below (each, a "Subsidiary Borrower" and, together with the Company, the "Borrowers"); each of the lenders that is a signatory hereto identified under the caption "BANKS" on the signature pages hereto or that, pursuant to Section 12.06(b) of the Existing Credit Agreement, shall become a "Bank" hereunder (individually, a "Bank" and, collectively, the "Banks"); and THE CHASE MANHATTAN BANK, as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the "Administrative Agent"). W I T N E S S E T H: WHEREAS, the Company, the Subsidiary Borrowers, the Banks, and the Administrative Agent are party to an Amended and Restated 364-Day Credit Agreement dated as of June 23, 1999 (as heretofore amended and modified by Amendment No. 1 to said Credit Agreement dated as of April 10, 2000, the "Existing Credit Agreement"), providing for the making of loans by the Banks to the Borrowers in an aggregate original principal amount up to $150,000,000; and WHEREAS, the parties hereto desire to amend in certain respects and to restate in its entirety the Existing Credit Agreement; NOW, THEREFORE, the parties hereto agree to amend the Existing Credit Agreement as set forth in Section 2 hereof and to restate the Existing Credit Agreement to read in its entirety as set forth in the Existing Credit Agreement (which Existing Credit Agreement is incorporated herein by this reference), as amended by the amendments set forth in Section 2 hereof: Section 1. Definitions. Capitalized terms used but not otherwise defined herein have the meanings given them in the Existing Credit Agreement. Section 2. Amendments. Subject to the satisfaction of the conditions specified in Section 3 hereof, the Existing Credit Agreement shall be amended as follows: 2.01. General. Each reference to the "Agreement" or to the "Existing Credit Agreement" and words of similar import in the Existing Credit Agreement, as amended and restated hereby, and in the promissory notes (provided for in Section 2.08(d) of the Existing Credit Agreement) shall be a reference to the Existing Credit Agreement as 2 -2- amended and restated hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. 2.02. Definitions. Section 1.01 of the Existing Credit Agreement shall be amended by adding and amending and restating the following definitions (to the extent already included in said Section 1.01), as follows: "Second Amendment and Restatement" shall mean the Second Amended and Restated 364-Day Credit Agreement dated as of June 21, 2000 between the Company, the Subsidiary Borrowers, the Banks and the Administrative Agent. "Commitment" shall mean, for each Bank, the obligation of such Bank to make Syndicated Loans in an aggregate amount at any one time outstanding up to but not exceeding (a) in the case of a Bank that is a party to the Second Amendment and Restatement on the date thereof, the amount set opposite the name of such Bank on Schedule I hereto under the caption "Commitment" or (b) in the case of any other Bank, the aggregate amount of the Commitments of other Banks acquired by it pursuant to Section 12.06 hereof (in each case, as the same may be reduced from time to time pursuant to Section 2.04 hereof or increased or reduced pursuant to said Section 12.06(b)). "Revolving Credit Termination Date" shall mean June 20, 2001, as such date may from time to time be extended as provided in Section 2.10 of the Existing Credit Agreement. 2.03. Section 8.02. Section 8.02 is amended by (i) re-heading said Section 8.02 "Financial Conditions.", (ii) deleting the sub-heading "(a) Financial Statements." in clause (a) of said Section 8.02 and (iii) deleting clause (b) of said Section 8.02 in its entirety. Section 3. Conditions. The amendment and restatement of the Existing Credit Agreement contemplated hereby shall become effective as of June 21, 2000 (the "Restatement Effective Date") upon the satisfaction prior to such date of each of the following conditions to effectiveness (including, without limitation, that each document to be received by the Administrative Agent shall be in form and substance satisfactory to the Administrative Agent): 3.01. Execution. The Administrative Agent (or its counsel) shall have received from each party hereto either (a) a counterpart of this Agreement signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. 3.02. Opinion. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Banks and dated the Restatement Effective Date) of Wendy C. Shiba, Esq., Vice President, Secretary and Assistant General Counsel of the Company, substantially in the form of Exhibit B to the Existing Credit 3 -3- Agreement (with appropriate modifications to reflect the amendment and restatement thereof contemplated hereby). The Company hereby requests such counsel to deliver such opinion. 3.03. Certificate as to Incumbency. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Company in respect of each of the officers (a) who are authorized to sign this Agreement on the Company's behalf and (b) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the promissory notes and the transactions contemplated hereby. 3.04. Certificate of Authorized Officer. The Administrative Agent shall have received a certificate of a duly authorized financial officer of the Company, dated the Restatement Effective Date, stating that (a) no Default has occurred and is continuing as of such date, and (b) the representations and warranties contained in Section 8 of the Existing Credit Agreement, as amended and restated hereby, are true and complete on and as of such date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). 3.05. Fees and Expenses. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including (i) for the account of the Banks, an up-front fee in an amount equal to 0.03% of each Bank's Commitment and (ii) to the extent invoiced, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. The Administrative Agent shall notify the Company and the Banks of the occurrence of the Restatement Effective Date, and such notice shall be conclusive and binding. Section 4. Counterparts. This Agreement 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, and any of the parties hereto may execute this Agreement by signing any such counterpart. Section 5. Expenses. Without limiting its obligations under Section 12.03 of the Existing Credit Agreement, the Company agrees to pay, on demand, all reasonable out-of-pocket expenses incurred by the Administrative Agent and its affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent as documented in reasonable detail, in connection with the preparation and administration of this Agreement and the transactions contemplated hereby. Section 6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 4 -4- Section 7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. 5 -5- IN WITNESS WHEREOF, the parties hereto have caused this Second Amended and Restated 364-Day Credit Agreement to be duly executed as of the date first above written. COMPANY BOWATER INCORPORATED By: /s/ David G. Maffucci ------------------------------------ Name: David G. Maffucci Title: Senior Vice President and Chief Financial Officer By: /s/ William G. Harvey ------------------------------------ Name: William G. Harvey Title: Vice President and Treasurer ADMINISTRATIVE AGENT THE CHASE MANHATTAN BANK, as Administrative Agent By: /s/ Gary L. Spevack ------------------------------------ Name: Gary L. Spevack Title: Vice President BANKS THE CHASE MANHATTAN BANK By: /s/ Gary L. Spevack ------------------------------------ Name: Gary L. Spevack Title: Vice President THE BANK OF NEW YORK By: /s/ David C. Siegel ------------------------------------ Name: David C. Siegel Title: Vice President 6 -6- BANK OF AMERICA, N.A. By: /s/ Michael L. Short ------------------------------------ Name: Michael L. Short Title: Managing Director FIRST UNION NATIONAL BANK By: /s/ J. Andrew Phelps ------------------------------------ Name: J. Andrew Phelps Title: Vice President TORONTO DOMINION (TEXAS), INC. By: /s/ Carolyn R. Faeth ------------------------------------ Name: Carolyn R. Faeth Title: Vice President WACHOVIA BANK, N.A. By: /s/ Donald E. Sellers, Jr. ------------------------------------ Name: Donald E. Sellers, Jr. Title: Vice President MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: /s/ Dennis Wilczek ------------------------------------ Name: Dennis Wilczek Title: Associate 7 -7- THE BANK OF NOVA SCOTIA By: /s/ W.J. Brown ------------------------------------ Name: W.J. Brown Title: Vice President SUNTRUST BANK, NASHVILLE, N.A. By: /s/ Nathan Bickford ------------------------------------ Name: Nathan Bickford Title: Assistant Vice President WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH By: /s/ Cynthia M. Niesen ------------------------------------ Name: Cynthia M. Niesen Title: Managing Director By: /s/ Walter T. Duffy III ------------------------------------ Name: Walter T. Duffy III Title: Associate Director BANK OF MONTREAL By: /s/ Amy K. Dumser ------------------------------------ Name: Amy K. Dumser Title: Director 8 -8- DG BANK, DEUTSCHE GENOSSENSCHAFTSBANK, AG CAYMAN ISLANDS BRANCH By: /s/ J.W. Somers ------------------------------------ Name: J.W. Somers Title: Senior Vice President By: /s/ Gary P. Franke ------------------------------------ Name: Gary P. Franke Title: Vice President ABN AMRO BANK N.V. By: /s/ Angela Reitz ------------------------------------ Name: Angela Reitz Title: Vice President By: /s/ Laurie D. Flom ------------------------------------ Name: Laurie D. Flom Title: Group Vice President 9 Schedule I - -------------------------------------------------------------------------------- BANK COMMITMENT - -------------------------------------------------------------------------------- The Chase Manhattan Bank 16,000,000 - -------------------------------------------------------------------------------- First Union National Bank 14,500,000 - -------------------------------------------------------------------------------- Bank of America, N.A. 14,500,000 - -------------------------------------------------------------------------------- The Bank of New York 14,500,000 - -------------------------------------------------------------------------------- Wachovia Bank, N.A. 14,500,000 - -------------------------------------------------------------------------------- Toronto Dominion (Texas), Inc. 14,500,000 - -------------------------------------------------------------------------------- SunTrust Bank, Nashville, N.A. 11,500,000 - -------------------------------------------------------------------------------- Morgan Guaranty Trust Company of New York 11,500,000 - -------------------------------------------------------------------------------- The Bank of Nova Scotia 11,500,000 - -------------------------------------------------------------------------------- Bank of Montreal 6,750,000 - -------------------------------------------------------------------------------- Westdeutsche Landesbank 6,750,000 Girozentrale, New York Branch - -------------------------------------------------------------------------------- DG Bank, Deutsche Genossenschaftsbank, 6,750,000 AG, Cayman Islands Branch - -------------------------------------------------------------------------------- ABN AMRO Bank N.V. 6,750,000 - --------------------------------------------------------------------------------