Amendment No. 2 to Credit Agreement among Bowater Incorporated, Subsidiary Borrowers, and Lenders

Contract Categories: Business Finance › Credit Agreements
Summary

This amendment updates the terms of an existing $800 million credit agreement between Bowater Incorporated, its subsidiary borrowers, and a group of lenders including JPMorgan Chase Bank, Bank of America, and others. The amendment revises financial covenants related to the company's consolidated net worth and total debt-to-capital ratio, effective as of February 27, 2004. The changes become effective once signed by the required parties and upon payment of an amendment fee. All other terms of the original credit agreement remain unchanged.

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EX-10.46.2 9 g87588kexv10w46w2.txt AMENDMENT NO. 2 TO THE CREDIT AGREEMENT Exhibit 10.46.2 EXECUTION COPY AMENDMENT NO. 2 AMENDMENT NO. 2 dated as of February 27, 2004, between BOWATER INCORPORATED, a Delaware corporation (the "Company"), each of the Subsidiaries of the Company from time to time designated as "Subsidiary Borrowers" pursuant to the Credit Agreement (each, a "Subsidiary Borrower" and, together with the Company, the "Borrowers") and the LENDERS party hereto. The Borrowers, certain lenders and JPMorgan Chase Bank, as Administrative Agent, are parties to a Credit Agreement dated as of May 22, 2002 (as heretofore modified and supplemented and in effect on the date hereof, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for loans and extensions of credit to be made by said Lenders to the Borrowers in an aggregate principal or face amount not exceeding $800,000,000 at any one time outstanding. The Borrowers wish to amend the Credit Agreement in certain respects. Accordingly, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Amendment No. 2, terms defined in the Credit Agreement are used herein as defined therein. Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows: 2.01. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof) shall be deemed to be references to the Credit Agreement as amended hereby. 2.02. Consolidated Net Worth. Section 7.04 is hereby amended in its entirety to read as follows: "SECTION 7.04 Consolidated Net Worth. The Company will not permit Consolidated Net Worth to be less than the following respective amounts during the following respective periods: (i) during the period from December 31, 2003 through and including April 1, 2005, the sum of (a) $1,525,000,000 plus (b) 50% of the consolidated net income of the Company and its Consolidated Subsidiaries for each fiscal quarter of the Company from and including the first fiscal quarter in 2004 to and Amendment No. 2 -2- including the fiscal quarter ending on (or most recently ended prior to) such time; and (ii) at all times after April 1, 2005, the sum of (a) $1,620,000,000 plus (b) 50% of the consolidated net income of the Company and its Consolidated Subsidiaries for each fiscal quarter of the Company from and including the first fiscal quarter in 2002 to and including the fiscal quarter ending on (or most recently ended prior to) such time; provided that, if there is a consolidated net loss for any such fiscal quarter, consolidated net income for such fiscal quarter shall, for the purposes of clauses (i)(b) and (ii)(b) of this Section, be deemed to be zero." 2.03. Total Debt to Total Capital Ratio. Section 7.05 is hereby amended in its entirety to read as follows: "SECTION 7.05. Total Debt to Total Capital Ratio. The Company will not permit the ratio of (a) Total Debt to (b) Total Capital to exceed the following respective ratios at any time during the following respective periods:
Period Ratio - --------------------------- ---------- From the date hereof through December 31, 2003 0.60 to 1 From January 1, 2004 through April 1, 2005 0.61 to 1 From April 2, 2005 and at all times thereafter 0.60 to 1"
Section 3. Representations and Warranties. The Borrowers represent and warrant to the Lenders that the representations and warranties set forth in Article IV of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and as if each reference in said Article IV to "this Agreement" included reference to this Amendment No. 2. Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon (i) the execution and delivery of counterparts of this Amendment No. 2 by the Borrowers and the Required Lenders and (ii) the receipt by the Administrative Agent, for the account of each Lender that has executed and delivered this Amendment No. 2 not later than 3:00 p.m. New York City time on February 27, 2004, an Amendment No. 2 -3- amendment fee in an amount equal to 5 bps of the aggregate amount of such Lender's Revolving Credit Exposure and outstanding Term Loans. Section 5. Miscellaneous. Except as provided herein, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 2 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York. Amendment No. 2 -4- IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed as of the date first written above. BOWATER INCORPORATED By /s/ William G. Harvey ---------------------------------------- Name: William G. Harvey Title: Vice President and Treasurer JPMORGAN CHASE BANK By /s/ Peter S. Predun ---------------------------------------- Name: Peter S. Predun Title: vice President SUNTRUST BANK By /s/ Kelly Gunter ---------------------------------------- Name: Kelly Gunter Title: Vice President WACHOVIA BANK, N.A. By /s/ Shawn Janto ---------------------------------------- Name: Shawn Janto Title: Vice President By ________________________________________ Name: Title: Amendment No. 2 -5- BANK OF AMERICA, N.A. By /s/ Kevin F. Sullivan ---------------------------------------- Name: KEVIN F. SULLIVAN Title: MANAGING DIRECTOR BANK OF MONTREAL By /s/ Bruno Jarry ---------------------------------------- Name: Bruno Jarry Title: Director By ________________________________________ Name: Title: THE BANK OF NEW YORK By /s/ David C. Siegel ---------------------------------------- Name: David C. Siegel Title: Vice President THE BANK OF NOVA SCOTIA By /s/ William E. Zarrett ---------------------------------------- Name: William E. Zarrett Title: Managing Director Amendment No. 2 -6- UBS AG. STAMFORD BRANCH By /s/ Wilfred V. Saint --------------------------------- Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US By /s/ Barbara Ezell-McMichael --------------------------------- Name: Barbara Ezell-McMichael Title: Associate Director Banking Products Services US CIBC INC. By /s/ Geraldine Kerr ---------------------------------------- Name: Geraldine Kerr Title: Executive Director CIBC World Markets Corp. As Agent TORONTO DOMINION (TEXAS), INC. By /s/ Jill Hall ---------------------------------------- Name: Jill Hall Title: Vice President NATIONAL BANK OF CANADA By /s/ Jeffrey Forgach ---------------------------------------- Name: Jeffrey Forgach Title: Assistant Vice President Cross Border Financing Group By /s/ Vincent Lima ---------------------------------------- Name: Vincent Lima Title: Vice President Cross Border Finance Group Amendment No. 2 -7- BRANCH BANKING AND TRUST COMPANY OF SOUTH CAROLINA By /s/ Troy R. Weaver --------------------------------- Name: Troy R. Weaver Title: Vice President ING CAPITAL LLC By ________________________________________ Name: Title: REGIONS BANK By /s/ David L Weller ---------------------------------------- Name: David L Weller Title: Vice President PB CAPITAL CORPORATION By /s/ Steven Alexander /s/ Lisa Moraglia ---------------------------------------- Name: Steven Alexander Lisa Moraglia Title: Vice President Assistant Vice President ARES LEVERAGED INVESTMENT FUND II, L.P. By: ARES Management II, L.P. Its: General Partner By /s/ Seth J. Brufsky ---------------------------------------- Name: Seth J. Brufsky Title: Vice President Amendment No. 2