FIRST AMENDING AGREEMENT TO CREDIT AGREEMENT
Dated as of January 1, 2000
Among
PERKINS PAPERS LTD.
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PERKINS PAPERS (USA) LTD.
as Borrowers
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ROYAL BANK OF CANADA
as Arranger and as Agent
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In respect of a Credit Agreement dated as of July 23, 1998
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THIS FIRST AMENDING AGREEMENT TO CREDIT AGREEMENT dated as of the 1st day of
January, 2000 is made
AMONG PERKINS PAPERS LTD., a corporation incorporated under the laws of
Canada and having its principal and registered office in Candiac,
Province of Quebec ("PERKINS" or, sometimes, a "BORROWER"),
AND PERKINS PAPERS (USA) LTD., formerly known as Cascades Industries, Inc.,
a wholly-owned Subsidiary of Perkins incorporated under the laws of the
State of North Carolina, U.S.A. and having its principal and registered
office in the State of North Carolina, U.S.A. ("PERKINS USA" or,
sometimes, a "BORROWER"),
AND ROYAL BANK OF CANADA, a Canadian chartered bank having its head office
in Montreal, Province of Quebec, in its capacity as agent for the
Lenders (in such capacity, or any successor in such capacity, the
"AGENT").
WHEREAS Perkins, Industries Cascades Inc. ("ICI") and Perkins USA (then
known as Cascades Industries, Inc.), the Lenders and the Agent have entered into
a Credit Agreement dated as of July 23, 1998, pursuant to which Credit
Facilities of up to US$145,000,000 or the Equivalent Amount thereof in Canadian
Dollars were made available to the Borrowers (such Credit Agreement being
hereinafter called the "Credit Agreement");
WHEREAS the Borrowers have requested the Agent and the Lenders to
consent to the winding-up of ICI into Perkins, and to acknowledge the change of
name of Perkins USA as herein set forth;
AND WHEREAS in conformity with the provisions of Section 17.12.1 of the
Credit Agreement, all Lenders have provided the Agent with their consent to the
foregoing requests;
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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1. INTERPRETATION
In this Agreement and in the recitals hereto, except as otherwise
expressly provided herein, words and expressions which are defined in
the Credit Agreement shall have the meanings when used herein and in
the recitals hereto as are ascribed to them in the Credit Agreement,
save that the words "hereto", "herein", "hereof", "hereby",
"hereunder", "this Agreement", "this Amendment", "this First Amending
Agreement" and similar expressions shall refer to this First Amending
Agreement to Credit Agreement.
2. ACKNOWLEDGEMENT OF CHANGE OF NAME OF PERKINS USA
The Agent, on behalf of the Lenders, hereby acknowledges that the name
of Perkins USA was changed from "Cascades Industries, Inc." to "Perkins
Papers (USA) Ltd." pursuant to the articles of amendment filed with the
Department of the Secretary of State of the State of North Carolina on
December 23, 1999, to be effective on January 1st, 2000.
3. CONSENT TO THE WINDING-UP OF ICI
Pursuant to Section 11.2.5 of the Credit Agreement, the Agent hereby
confirms that the Lenders have consented to (i) the assignment and
transfer by ICI to Perkins of all of ICI's properties and assets and to
the assumption by Perkins of al the debts and liabilities of ICI, the
whole with effect as of January 1, 2000 pursuant to the terms and
conditions set forth in an agreement between Perkins and ICI dated as
of January 1, 2000 (the "WINDING-UP OF ICI"), and (ii) the subsequent
dissolution of ICI.
4. AMENDMENTS
4.1 WINDING-UP OF ICI
Effective as and from of the date of this Agreement, ICI shall
cease to be a Borrower and a guarantor under or in respect of
the Credit Agreement and Perkins shall be liable to the
Lenders and the Agent for and in respect of all obligations of
ICI outstanding immediately prior thereto under the Credit
Agreement and the other Operative Documents.
Accordingly, from and after the date hereof, all references to
"Industries Cascades Inc." and to "ICI" are hereby deleted
from the Credit Agreement and the Credit Agreement shall be
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read and construed without taking ICI into account, and the
entire Credit Agreement is adjusted mutatis mutandis wherever
necessary to give effect to the aforesaid deletions and to
allow the Winding-up of ICI and the subsequent dissolution of
ICI.
4.2 CHANGE OF NAME OF PERKINS USA
From and after the date of this Agreement, all references in
the Credit Agreement to the words "Cascades Industries,
Inc." or "CII" shall be replaced by "Perkins Papers (USA)
Ltd." or "Perkins USA", respectively.
5. EXTENT OF AMENDMENTS
The amendments set forth herein are limited precisely as written and
shall not be deemed to (i) be a consent to any amendment or
modification of any of the other terms or conditions of the Credit
Agreement or (ii) prejudice any other rights that the Agent or the
Lenders may now have or may have in the future under or in connection
with the Credit Agreement.
6. DECLARATORY AND INTERPRETATIVE PROVISIONS
All notices, requests, certificates and other instruments executed and
delivered after the execution and delivery of this First Amending
Agreement may refer to the Credit Agreement without making specific
references to this First Amending Agreement, but nevertheless all such
references shall include this First Amending Agreement unless the
context requires otherwise.
This First Amending Agreement shall be construed in connection with and
as part of the Credit Agreement and all terms, conditions,
representations, warranties, covenants and agreements set forth in the
Credit Agreement, except as herein modified, are hereby ratified and
confirmed and shall remain in full force and effect.
7. CONTINUANCE OF EXISTING GUARANTEES
Each of Perkins and Perkins USA recognizes and confirms that (x) its
guarantee as set forth in Section 9.1 of the Credit Agreement in the
case of Perkins and set forth in its separate Subsidiary Guarantee,
dated as of July 23, 1998 in the case of Perkins USA, continues in full
force and effect notwithstanding the amendments made to the Credit
Agreement contained herein, including the withdrawal of ICI as a
Borrower thereunder and (y) the indebtedness, liabilities and
obligations of the Borrowers (other than itself) under the Credit
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Agreement, as amended by this First Amending Agreement, constitute
indebtedness, liabilities and obligations guaranteed under its said
guarantee.
8. EXPENSES
The Borrowers solidarily undertake to promptly pay all reasonable legal
fees, costs and other out-of-pocket expenses (and tax on goods and
services in respect thereof) incurred by the Agent in the preparation,
negotiation and execution of this First Amending Agreement and the
related documents.
9. GOVERNING LAW
The parties agree that this Agreement is conclusively deemed to be made
under, and for all purposes to be governed and construed in accordance
with, the laws of the Province of Quebec and the federal laws of Canada
applicable therein.
10. COUNTERPARTS
The First Amending Agreement may be executed in any number of
counterparts, each such counterpart constituting an original but all
together one and the same instrument; and each party may execute this
Agreement by signing any counterpart of it and may communicate such
signing by telecopier or otherwise.
11. LANGUAGE
The parties confirm that they have requested that this Agreement and
all documents contemplated thereby be drawn in the English language.
Les parties confirment avoir requis que cette convention et tous les
documents qui y sont envisages soient rediges en langue anglaise.
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IN WITNESS WHEREOF the parties hereto have signed and delivered this
First Amending Agreement as of the 1st day of January, 2000.
ADDRESS: PERKINS PAPERS LTD.
77, boul. Marie-Victorin
Candiac, Quebec
J5R 1C3
By:
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ATTENTION: The Corporate Name: Suzanne Blanchet
Controller Title: President and
Telecopier: (514) 444-6477 Chief Executive Officer
By:
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Name: Yvon Jacques
Title: Corporate Controller
Address: PERKINS PAPERS (USA) LTD.
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77 Marie-Victorin Blvd.
Candiac, Quebec
J5R 1C3 By:
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Name: Suzanne Blanchet
Title: President
Attention: The Corporate
Controller
Telecopier: (514) 444-6477
By:
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Name: Yvon Jacques
Title: Corporate Controller
Address:
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Royal Bank of Canada ROYAL BANK OF CANADA
200 Bay Street (as Agent)
South Tower
Royal Bank Plaza By:
Toronto, Ontario --------------------------------------
M5J 2J5 Name: Paula Hanley
Title: Manager
Attention: Senior Manager, Global
Syndications, Canada
Telecopier: (416) 974-2407
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