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EXHIBIT 10.18
CARAUSTAR INDUSTRIES, INC.
AMENDMENT NO. 4
TO CREDIT AGREEMENT
AMENDMENT NO. 4, dated as of September 29, 2000 (the "Amendment"), to
the CREDIT AGREEMENT, dated as of July 23, 1997, by and among CARAUSTAR
INDUSTRIES, INC., a North Carolina corporation (the "Borrower"), BANKERS TRUST
COMPANY, as Administrative Agent, NATIONSBANK, NA., as Syndication Agent,
SUNTRUST BANK, ATLANTA, as Documentation Agent, FIRST UNION NATIONAL BANK, as
Managing Agent, and the lenders party thereto (the "Lenders").
W I T N E S S E T H :
WHEREAS, the Borrower, the Administrative Agent, the Syndication
Agent, the Documentation Agent, the Managing Agent and the Lenders have entered
into a Credit Agreement, dated as of July 23, 1997 (as amended, the "Credit
Agreement");
WHEREAS, the Borrower has requested and the Lenders have agreed to
amend the Credit Agreement as set forth herein;
NOW, THEREFORE, upon the terms and conditions hereinafter set forth,
the parties hereto hereby agree to amend the Credit Agreement as follows:
ARTICLE I
AMENDMENTS
Section 1.01 Amendment to Section 1.1 of the Credit Agreement. The
definition of Consolidated EBITDA in Section 1.1 of the Credit Agreement shall
be amended by:
(a) inserting the following new clause (C) after clause (B) thereto:
"and (C) Consolidated EBITDA shall include any one-time, non-cash
charge taken in connection with the write down of property, plant or
equipment, determined in accordance with GAAP, during such EBITDA
Measurement Period"; and
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(b) inserting the following proviso at the end thereof:
"and provided, further, that for purposes of the calculation of the
Interest Coverage Ratio, Consolidated EBITDA shall include any
one-time, non-cash charge taken in connection with the write down of
property, plant or equipment, determined in accordance with GAAP,
during such EBITDA Measurement Period."
Section 1.02 Amendment to Section 4.1(c) of the Credit Agreement.
Section 4.1(c) of the Credit Agreement shall be amended by:
(a) inserting the following proviso at the end of the first sentence thereto:
";provided, however, that, notwithstanding the foregoing, the Borrower
shall be required to use the Leverage Ratio Eurodollar Margin Election
for the purposes of calculating the Eurodollar Margin for the period
beginning on the date of Amendment No. 4 hereto through the date on
which the Borrower delivers an Officer's Compliance Certificate setting
forth a Leverage Ratio of 3.50 to 1.00 or less as of the most recent
fiscal quarter end"; and
(b) amending Section 4.1(c)(i) to (i) insert the words "but less than or equal
to 3.50 to 1.00" at the end of the Leverage Ratio level titled "Greater than
3.00 to 1.00", (ii) insert a new Leverage Ratio level titled "Greater than 3.50
to 1.00" and (iii) insert a new Eurodollar Margin level of .475% next to such
new Leverage Ratio level.
Section 1.03 Amendment to Section 4.3 of the Credit Agreement.
Section 4.3 of the Credit Agreement shall be amended by inserting the following
proviso at the end of the second sentence thereto:
";provided, however, that, notwithstanding the foregoing, the Borrower shall be
required to use the Leverage Ratio Facility Fee Rate Election for the purposes
of calculating the Facility Fee Rate for the period beginning on the date of
Amendment No. 4 hereto through the date on which the Borrower delivers an
Officer's Compliance Certificate setting forth a Leverage Ratio of 3.50 to 1.00
or less as of the most recent fiscal quarter end."
Section 1.04 Amendment to Section 9.1 of the Credit Agreement.
Section 9.1 of the Credit Agreement shall be deleted and the following Section
9.1 shall be inserted in lieu thereof:
Section 9.1 Leverage Ratio. Permit, (i) as of the fiscal quarters
ended September 30, 2000 and December 31, 2000, the Leverage Ratio for
each such fiscal quarter to exceed 4.00 to 1.00 and (ii) as of any
other fiscal quarter, the Leverage Ratio for each such fiscal quarter
to exceed 3.50 to 1.00".
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ARTICLE II
EFFECTIVENESS OF AMENDMENTS
This Amendment shall become effective on the opening of business in
New York on the Business Day on which the Administrative Agent has notified the
Borrower and the Banks that the Administrative Agent has executed a counterpart
signature page of this Amendment and has received executed counterpart
signature pages of this Amendment from the Borrower and the Required Lenders.
ARTICLE III
MISCELLANEOUS
3.01 Fees and Expenses. The Borrower agrees to pay the following:
(a) An amendment fee to each Lender that consents to this
Amendment and returns an executed signature page evidencing the foregoing on or
prior to September 29, 2000, equal to 0.10% of such Lender's Commitment, which
fee shall be due and payable upon the effectiveness of this Amendment; and
(b) All reasonable expenses incurred by the Administrative Agent
and the Lenders in connection with the preparation, execution and delivery of
this Amendment by the Administrative Agent and the Lenders, including, without
limitation, reasonable fees and expenses of counsel to the Administrative Agent
and the Lenders.
3.02 Reference to and Effect on the Credit Agreement and the Other
Loan Documents.
(a) This Amendment modifies the Credit Agreement to the
extent set forth herein, is hereby incorporated by reference into the
Credit Agreement and is made a part thereof. On and after the effective
date, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import referring to
the Credit Agreement, and each reference in the other Loan Documents to
the "Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended by this Amendment.
(b) Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of the
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Administrative Agent or any Lender under, the Credit Agreement or any
of the other Loan Documents.
3.03 Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
3.04 Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
3.05 Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute one and the same instrument.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of September 29, 2000.
CARAUSTAR INDUSTRIES, INC.,
as Borrower
By: /s/ H. Lee Thrash, III
--------------------------------
Name: H. LEE THRASH, III
Title: Vice President Planning &
Development and Chief
Financial Officer
BANKERS TRUST COMPANY,
as Administrative Agent, a
Lender and Swingline Lender
By: /s/ Robert R. Telesca
--------------------------------
Name: ROBERT R. TELESCA
Title: Assistant Vice President
FIRST UNION NATIONAL BANK,
as Managing Agent and a Lender
By:
------------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
as Co-Agent and a Lender
By: /s/ R. Glass
------------------------------
Name: R. GLASS
Title: Vice President
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BANK OF AMERICA, N.A.
as Syndication Agent and a Lender
By: /s/ KEVIN F. SULLIVAN
-----------------------------
Name: Kevin F. Sullivan
Title: Managing Director
THE BANK OF NEW YORK,
as Co-Agent and a Lender
By: /s/ DAVID C. SIEGAL
-----------------------------
Name: David C. Siegel
Title: Vice President
THE BANK OF NOVA SCOTIA,
as Co-Agent and a Lender
By: /s/ WILLIAM E. ZARRETT
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Name: William E. Zarrett
Title: Managing Director
CREDIT LYONNAIS,
NEW YORK BRANCH,
as Co-Agent and a Lender
By: /s/ R. HURST
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Name: R. Hurst
Title: Vice President
SUNTRUST BANK, ATLANTA,
as Documentation Agent and a
Lender
By: /s/ JUSTIN P. WILDE
------------------------
Name: Justin P. Wilde
Title: Bank Officer
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CHRISTIANA BANK,
as a Lender
By: /s/ Petter Svendsen/Peter M. Dodge
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Name: Petter Svendsen/Peter M. Dodge
Title: Senior Vice President/Senior
Vice President
FLEET BANK,
as a Lender
By:
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Name:
Title:
THE FUJI BANK, LIMITED,
as a Lender
By: /s/ Raymond Ventura
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Name: Raymond Ventura
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as a Lender
By: /s/ Akihiko Mabuchi
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Name: Akihiko Mabuchi
Title: Senior Vice President
MELLON BANK, N.A.,
as a Lender
By: /s/ Daniel J. Lenckos
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Name: Daniel J. Lenckos
Title: Vice President
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THE SANWA BANK LIMITED,
as a Lender
By: /s/ P. BARTLETT WU
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Name: P. Bartlett WU
Title: Vice President
TORONTO DOMINION (TEXAS), INC.,
as a Lender
By: /s/ CAROL BRANDT
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Name: Carol Brandt
Title: Vice President
WACHOVIA BANK,
as Co-Agent and a Lender
By: /s/ THOMAS L. GLEASON
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Name: Thomas L. Gleason
Title: Senior Vice President
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