FIRST AMENDMENT

EX-10.1 2 d596279dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

FIRST AMENDMENT

FIRST AMENDMENT, dated as of September 13, 2013 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of June 15, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Domtar Corporation (the “Parent Borrower”), Domtar Paper Company, LLC (the “Subsidiary Borrower”), Domtar Inc. (the “Canadian Borrower”), the Additional Borrowers from time to time party thereto (each an “Additional Borrower” and, together with the Parent Borrower, the Subsidiary Borrower and the Canadian Borrower, collectively, the “Borrowers”), the banks and other financial institutions or entities from time to time parties (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents party thereto.

WITNESSETH:

WHEREAS, the Parent Borrower has requested that amendments be made to the Credit Agreement as provided herein; and

WHEREAS, the Administrative Agent and the Lenders are willing to effect such amendments, but only on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

I. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

II. Amendment to Section 1.1 (Defined Terms) of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by amending and restating the definition of DDHI FSHCo Condition in its entirety to read as follows:

DDHI FSHCo Condition”: DDHI has no Indebtedness or other material obligations payable to any Person other than a Global Group Member or a Governmental Authority.

III. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) when the Loan Parties, the Administrative Agent and the Required Lenders shall have executed and delivered this Amendment to the Administrative Agent.

IV. General.

1. Representations and Warranties. To induce the Lenders to enter into this Amendment, the Loan Parties hereby represent and warrant to all of the Lenders as of the Amendment Effective Date (after giving effect to this Amendment) that:

(a) This Amendment has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms;

(b) No Default or Event of Default shall have occurred and be continuing; and

(c) The representations and warranties made by any Loan Party in and pursuant to the Loan Documents are true and correct in all material respects, after giving effect to this Amendment,


on and as of the Amendment Effective Date as if made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date.

2. Payment of Expenses. The Parent Borrower agrees to pay and reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment, including without limitation, the reasonable fees and disbursement of one primary counsel to the Administrative Agent (and if necessary or, in the reasonable judgment of the Administrative Agent, advisable, one local counsel in each relevant jurisdiction (which, for the avoidance of doubt, may include Canada)).

3. No Other Modifications; Confirmation. Except as expressly modified hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any Loan Document in similar or different circumstances.

4. Effect of Amendment. On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

5. Governing Law; Counterparts.

(a) This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

(b) This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

[Lender Signature Pages Provided Separately]


JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
By:  

/s/ Peter S. Produn

  Name:   Peter S. Produn
  Title:   Executive Director

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


THE BANK OF NOVA SCOTIA
By:  

/s/ David Loewen

  Name:   David Loewen
  Title:   Director
By:  

/s/ Daniel Zolov

  Name:   Daniel Zolov
  Title:   Associate Director

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


 

  Bank of America, N.A.
By:  

/s/ Michael B. Delaney

  Name:   Michael B. Delaney
  Title:   Director

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


ROYAL BANK OF CANADA,
as a Lender
By:  

/s/ Amy Promaine

  Name:   Amy Promaine
  Title:   Authorized Signatory

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


GOLDMAN SACHS LENDING PARTNERS LLC
  [Name of Lender]
By:  

/s/ Michelle Latzoni

  Name:   Michelle Latzoni
  Title:   Authorized Signatory
FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

 

  Name:  
  Title:  

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


Canadian Imperial Bank of Commerce

  Name of Lender
By:  

/s/ PETER RAWLINS

  Name:   PETER RAWLINS
  Title:   EXECUTIVE DIRECTOR
FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

/s/ Kazim Mehdi

  Name:   Kazim Mehdi
  Title:   Director

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


 

Canadian Imperial Bank of Commerce, New York Agency
By:  

/s/ Dominic Sorresso

  Name:   Dominic Sorresso
  Title:   Authorized Signatory
FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

/s/ Gordon Eadon

  Name:   Gordon Eadon
  Title:   Authorized Signatory

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


CAISSE CENTRALE DESJARDINS
as a Lender
By:  

/s/ Marie-Hélène Lacroix

  Name:   Marie-Hélène Lacroix
  Title:   Director, Loan Structuring and Syndication
FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

/s/ Antoine Avril

  Name:   Antoine Avril
  Title:   MD and Head of Loan structuring and Syndication

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


Caisse centrale Desjardins U.S Branch

  [Name of Lender]
By:  

/s/ MICHEL BROUILLET

  Name:   MICHEL BROUILLET
  Title:   VICE-PRESIDENT
FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

 

  Name:  
  Title:  

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


MORGAN STANLEY BANK, N.A.
By:  

/s/ Dmitriy Barskiy

  Name:   Dmitriy Barskiy
  Title:   Authorized Signatory

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


The Toronto-Dominion Bank
By:  

/s/ Yves Bergeron

  Yves Bergeron
  Managing Director
By:  

/s/ Serge Cloutier

  Serge Cloutier
  Director

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


Toronto Dominion (Texas) LLC

  [Name of Lender]
By:  

/s/ MASOOD FIKREE

  Name:   MASOOD FIKREE
  Title:   AUTHORIZED SIGNATORY
FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

 

  Name:  
  Title:  

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


Bank of Montreal
By:  

/s/ Bruno Jarry

  Name:   Bruno Jarry
  Title:   Director
FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

 

  Name:  
  Title:  

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


Bank of Montreal, London Branch
By:  

/s/ Anthony Ebdon

  Name:   Anthony Ebdon
  Title:   Managing Director
By:  

/s/ Lisa Rodriguez

  Name:   Lisa Rodriguez
  Title:   Managing Director

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


Bank of Montreal, Chicago Branch
By:  

/s/ Yacouba Kane

  Name:   Yacouba Kane
  Title:   Vice President
FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

 

  Name:  
  Title:  

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


DEUTSCHE BANK AG NEW YORK BRANCH
  [Name of Lender]
By:  

/s/ Ming K. Chu

  Name:   Ming K. Chu
  Title:   Vice President
FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

/s/ Heidi Sandquist

  Name:   Heidi Sandquist
  Title:   Director

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


NATIONAL BANK OF CANADA
By:  

/s/ Roch Ledoux

  Name:   Roch Ledoux
  Title:   Director
FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

/s/ Alexandre Bergeron

  Name:   Alexandre Bergeron
  Title:   Director

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


RABOBANK NEDERLAND, CANADIAN BRANCH

  [Name of Lender]
By:  

/s/ Marc J. Drouin

  Name:   Marc J. Drouin
  Title:   Executive Director
FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

/s/ Nicolas Stoupak

  Name:   Nicolas Stoupak
  Title:  

Executive Director

Senior Credit Analyst

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


 

ICICI Bank Canada
By:  

/s/ Anthony Coulthard

  Name:   Anthony Coulthard
  Title:  

Senior Vice President

Legal & Corporate Secretary

ICICI Bank Canada

FOR LENDERS WHICH REQUIRE A SECOND SIGNATURE:
By:  

/s/ Leslie Mathew

  Name:   Leslie Mathew
  Title:  

Assistant Vice President

Corporate Banking

ICICI Bank Canada

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


 

COBANK, ACB
By:  

/s/ Kyle Weaver

  Name:   Kyle Weaver
  Title:   Vice President

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


IN WITNESS WHEREOF, the undersigned Borrowers have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written and the Subsidiary Guarantors hereby consent and agree to this Amendment as of the date hereof and reaffirm their obligations under the Loan Documents to which they are party.

[Loan Parties Pages Provided Separately]


DOMTAR CORPORATION,
as Parent Borrower
By:  

/s/ Paola Farnesi

  Name:   Paola Farnesi
  Title:   Vice-President & Treasurer
By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Vice-President, Corporate Law and Secretary

DOMTAR PAPER COMPANY, LLC,

as Subsidiary Borrower

By:  

 

  Name:  
  Title:  
By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

DOMTAR INC.,

as Canadian Borrower

By:  

/s/ Paola Farnesi

  Name:   Paola Farnesi
  Title:   Vice-President & Treasurer
By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Vice-President, Corporate Law and Secretary

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


DOMTAR A.W. LLC,
as Subsidiary Guarantor
By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

DOMTAR INDUSTRIES LLC,

as Subsidiary Guarantor

By:  

/s/ Josée Mireault

  Name:   Josée Mireault
  Title:   Assistant Secretary

DOMTAR AI INC.,

as Subsidiary Guarantor

By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

DOMTAR WISCONSIN DAM CORP.,

as Subsidiary Guarantor

By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

EAM CORPORATION,

as Subsidiary Guarantor

By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

ATTENDS HEALTHCARE PRODUCTS, INC.

as Subsidiary Guarantor

By:  

/s/ Josée Mireault

  Name:   Josée Mireault
  Title:   Assistant Secretary

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


ARIVA DISTRIBUTION INC
as Subsidiary Guarantor
By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

DOMTAR DELAWARE INVESTMENTS INC.,

as Subsidiary Guarantor

By:  

/s/ Barry Crozier

  Name:   Barry Crozier
  Title:   Secretary

DOMTAR DELAWARE HOLDINGS, LLC,

as Subsidiary Guarantor

By:  

/s/ Barry Crozier

  Name:   Barry Crozier
  Title:   Secretary

E.B. EDDY PAPER, INC.,

as Subsidiary Guarantor

By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

DOMTAR PERSONAL CARE ABSORBENT HYGIENE, INC.,

as Subsidiary Guarantor

By:  

/s/ Josée Mireault

  Name:   Josée Mireault
  Title:   Assistant Secretary

ASSOCIATED HYGIENIC PRODUCTS LLC,

as Subsidiary Guarantor

By:  

/s/ Josée Mireault

  Name:   Josée Mireault
  Title:   Assistant Secretary

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


7726392 CANADA INC.,
as Subsidiary Guarantor
By:  

/s/ Josée Mireault

  Name:   Josée Mireault
  Title:   Assistant Secretary

DOMTAR PULP AND PAPER GENERAL PARTNERSHIP,

as Subsidiary Guarantor

by DOMTAR INC.
By:  

/s/ Josée Mireault

Name:   Josée Mireault
  Title:   Assistant Secretary
by DOMTAR (CANADA) PAPER INC.
By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Vice-President, Corporate Law and Secretary

3260787 NOVA SCOTIA COMPANY,

as Subsidiary Guarantor

By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

3260788 NOVA SCOTIA COMPANY,

as Subsidiary Guarantor

By:  

/s/ Josée Mireault

  Name:   Josée Mireault
  Title:   Assistant Secretary

3260789 NOVA SCOTIA COMPANY,

as Subsidiary Guarantor

By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


DOMTAR PACIFIC PAPERS ULC,
as Subsidiary Guarantor
By:  

/s/ Josée Mireault

  Name:   Josée Mireault
  Title:   Assistant Secretary

TECHNI-THERM INC.,

as Subsidiary Guarantor

By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

BROMPTON LANDS LIMITED,

as Subsidiary Guarantor

By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

DOMTAR EXPETECH INC.

as Subsidiary Guarantor

By:  

/s/ Razvan L. Theodoru

  Name:   Razvan L. Theodoru
  Title:   Secretary

DOMTAR (CANADA) PAPER INC.,

as Subsidiary Guarantor

By:  

/s/ Josée Mireault

  Name:   Josée Mireault
  Title:   Assistant Secretary

DOMTAR PERSONAL CARE ABSORBENT HYGIENE, INC.,

as Subsidiary Guarantor

By:  

/s/ Josée Mireault

  Name:   Josée Mireault
  Title:   Assistant Secretary

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT


ASSOCIATED HYGIENIC PRODUCTS LLC,
as Subsidiary Guarantor
By:  

/s/ Josée Mireault

  Name:   Josée Mireault
  Title:   Assistant Secretary

 

SIGNATURE PAGE – FIRST AMENDMENT TO DOMTAR CREDIT AGREEMENT