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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
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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
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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.
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Section 7. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the law of the State of New York.
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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
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BANK OF AMERICA, N.A.
By: /s/ Michael L. Short
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Name: Michael L. Short
Title: Managing Director
FIRST UNION NATIONAL BANK
By: /s/ J. Andrew Phelps
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Name: J. Andrew Phelps
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ Carolyn R. Faeth
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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
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Name: Dennis Wilczek
Title: Associate
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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
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Name: Cynthia M. Niesen
Title: Managing Director
By: /s/ Walter T. Duffy III
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Name: Walter T. Duffy III
Title: Associate Director
BANK OF MONTREAL
By: /s/ Amy K. Dumser
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Name: Amy K. Dumser
Title: Director
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DG BANK, DEUTSCHE
GENOSSENSCHAFTSBANK, AG
CAYMAN ISLANDS BRANCH
By: /s/ J.W. Somers
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Name: J.W. Somers
Title: Senior Vice President
By: /s/ Gary P. Franke
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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
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Name: Laurie D. Flom
Title: Group Vice President
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Schedule I
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BANK COMMITMENT
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The Chase Manhattan Bank 16,000,000
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First Union National Bank 14,500,000
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Bank of America, N.A. 14,500,000
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The Bank of New York 14,500,000
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Wachovia Bank, N.A. 14,500,000
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Toronto Dominion (Texas), Inc. 14,500,000
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SunTrust Bank, Nashville, N.A. 11,500,000
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Morgan Guaranty Trust Company of New York 11,500,000
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The Bank of Nova Scotia 11,500,000
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Bank of Montreal 6,750,000
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Westdeutsche Landesbank 6,750,000
Girozentrale, New York Branch
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DG Bank, Deutsche Genossenschaftsbank, 6,750,000
AG, Cayman Islands Branch
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ABN AMRO Bank N.V. 6,750,000
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