THIS FIRST AMENDING AGREEMENT is made as of 30 January 2002
BETWEEN:
NORSKE ▇▇▇▇ CANADA LIMITED, NORSKE ▇▇▇▇ CANADA FINANCE LIMITED
AND THE OTHER RESTRICTED PARTIES FROM TIME TO TIME
-and-
THE LENDERS WHO ARE PARTIES
TO THE EXISTING CREDIT AGREEMENT
-and-
THE TORONTO-DOMINION BANK
in its capacity as Administration Agent
(the "Agent")
RECITALS:
A. The parties to this agreement are also parties to a credit agreement dated
as of 14 August 2001 (the "EXISTING CREDIT AGREEMENT").
B. Capitalized terms used in this agreement and not otherwise defined have the
meanings defined in the Existing Credit Agreement.
C. The parties have agreed to certain amendment to the Existing Credit
Agreement and are therefore entering into this agreement to amend the provisions
of the Existing Credit Agreement as agreed by the parties.
D. This agreement is being signed by the Agent on behalf of the Lenders
pursuant to the approval of the Majority Lenders.
THEREFORE, for value received, and intending to be legally bound by this
agreement, the parties agree as follows:
1. AMENDMENT TO SECTION 1.1 OF EXISTING CREDIT AGREEMENT
Section 1.1.122 of the Existing Credit Agreement is deleted and replaced by
the following:
"Total Interest Expense" means, for any particular period, without
duplication, the difference between (a) the aggregate expense incurred for
interest and equivalent costs of borrowing (taking into account the effect
of any relevant Swaps), including but not limited to (i) bankers'
acceptance fees, (ii) discounts on bankers' acceptance, (iii) the interest
portion of any capital lease, and (iv) all fees and other compensation paid
to any person that has extended credit to the Restricted Parties, but
excluding any upfront, extensions and similar non-
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recurring fees paid to the Agent or Lenders or paid in connection with the
NSCL Notes of Pacifica Notes, in each case whether or not actually paid
(unless paid by the issuance of securities constituting Debt), and (b) the
aggregate income earned from interest, in the case of each of (a) and (b),
calculated in accordance with GAAP in respect of NSCL on a consolidated
basis, omitting amounts that are not attributable to Restricted Parties.
2. AMENDMENT TO SECTION 10.1.1 OF EXISTING CREDIT AGREEMENT
Section 10.1.1 of the Existing Credit Agreement is deleted and replaced by
the following:
"During the term of this Agreement, NSCL shall at all time maintain an
Interest Coverage Ration of not less than the following:
PERIOD INTEREST COVERAGE RATIO
------ -----------------------
to 31 December 2001 2.50 to 1
from 1 January 2002 to 31 March 2002 1.50 to 1
from 1 April 2002 to 31 December 2002 1.10 to 1
from 1 January 2003 to 31 March 2003 1.75 to 1
from 1 April 2003 to 30 June 2003 2.00 to 1
from 1 July 2003 to 31 December 2003 2.50 to 1
on and after 1 January 2004 2.75 to 1"
3. AMENDMENT TO SECTION 10.1.2 OF EXISTING CREDIT AGREEMENT
Section 10.1.2 of the Existing Credit Agreement is deleted and replaced by
the following:
"During the terms of this Agreement, the Funded Debt Ratio shall not at any
time exceed the following:
PERIOD FUNDED DEBT RATIO
------ -----------------
to 31 December 2002 0.60 to 1
from 1 January 2003 to 30 June 2003 0.575 to 1
from 1 July 2003 to 31 December 2003 0.55 to 1
on and after 1 January 2004 0.50 to 1"
4. AMENDMENT TO SECTION 10.3 OF EXISTING CREDIT AGREEMENT
Section 10.3.1(d) of the Existing Credit Agreement is deleted and replaced
by the following:
"NSCL shall, as soon as practicable and in any event not later than 120
days after the beginning of each of its fiscal years, prepare and deliver
its financial forecast for the current fiscal year and the following four
fiscal years (or five years in the case of the forecast to be delivered by
30 April 2002), which shall cover NSCL on a consolidated basis and shall
include, without limitation, a projected income
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statement, a projected statement of changes in funds, estimates of capital
expenditures and tax losses and deferrals."
5. AMENDMENT TO SECTION 13.1 OF EXISTING CREDIT AGREEMENT
The third paragraph of Section 13.1.1 of the Existing Credit Agreement is
deleted and replaced by the following:
"No assignment shall be made in respect of an aggregate Commitment of less
than $5,000,000 in respect of the Operating Credit and/or Term Credit A, or
less than US $1,000,000 in respect of Term Credit B. No assignment may
result in the Commitment of any Lender, determined as of the effective date
of the Assignment Agreement with respect to such assignment, being less
than $10,000,000, except that the Commitment of any Term Credit B Lender
and its Affiliated Funds may be not less than US $1,000,000 in respect of
Term Credit B. However, notwithstanding the other provisions in this
paragraph, an affiliate (as defined in the CANADA BUSINESS CORPORATIONS
ACT) of a Lender which has entered into or will promptly upon becoming a
Lender enter into one or more Swaps which will be Other Secured
Obligations, may receive an assignment of a Commitment of US$10,000 in
respect of Term Credit B."
6. REPRESENTATIONS OF RESTRICTED PARTIES
The Restricted Parties acknowledge that this agreement is a Credit Document
and that all of their representations and warranties concerning Credit Documents
that are contained in the Existing Credit Agreement apply to this agreement and
are deemed to be repeated on their execution of this agreement as if set out in
full in this agreement. The Restricted Parties also represent that there are no
consents or other agreements required from third parties to avoid this agreement
causing a breach or default under any other agreement to which any Restricted
Party is a party.
7. WAIVER BY MAJORITY LENDERS
In connections with the change of name of Norske ▇▇▇▇ Paper Company to
Norske ▇▇▇▇ Canada (USA) Inc. on 17 September 2001, the Majority Lenders hereby
waive the requirement for prior written notice in Section 10.5.3(b) of the
Existing Credit Agreement.
8. RATIFICATION AND CONFIRMATION
The Existing Credit Agreement, as amended by this agreement, remains in
full force and effect and is hereby ratified and confirmed. Without in any way
limiting the terms of the Existing Credit Agreement or the others Credit
Documents, the Restricted Parties confirm that the existing Security shall
continue to secure all of the Obligations, including but not limited to any
arising as a result of this agreement.
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9. COUNTERPARTS AND FACSIMILE
The agreement may be executed in any number of counterparts, each of which
when executed and delivered shall be deemed to be an original, and such
counterparts together shall constitute one and the same agreement. The delivery
of a facsimile copy of an executed counterpart of this agreement shall be deemed
to be valid execution and delivery of this agreement, but the party delivering a
facsimile copy shall deliver an original copy of this agreement as soon as
possible after delivering the facsimile copy.
[NOTE: SIGNATURE PAGES FOLLOW]
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IN WITNESS OF WHICH, the parties have executed this agreement.
NORSKE ▇▇▇▇ CANADA LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
Treasurer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President, Finance
Chief Financial Officer and Secretary
NORSKE ▇▇▇▇ CANADA FINANCE LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Secretary
NORSKE ▇▇▇▇ CANADA PULP OPERATIONS LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President, Finance
Chief Financial Officer Secretary
ELK FALLS PULP AND PAPER LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
[SIGNATURE PAGE FOR FIRST AMENDING AGREEMENT DATED AS OF 30 JANUARY 2002
RELATING TO NORSKE ▇▇▇▇ CANADA LIMITED ET AL]
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NORSKE ▇▇▇▇ CANADA PULP SALES INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President, Finance
Chief Financial Officer and Secretary
NORSKE ▇▇▇▇ CANADA SALES INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President, Finance
Chief Financial Officer and Secretary
NSCL HOLDINGS INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President, Finance
Chief Financial Officer and Secretary
NORSKE ▇▇▇▇ CANADA (USA) INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President, Finance
Chief Financial Officer and Secretary
NORSKE ▇▇▇▇ CANADA (JAPAN) LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Director and Auditor
[SIGNATURE PAGE FOR FIRST AMENDING AGREEMENT DATED AS OF 30 JANUARY 2002
RELATING TO NORSKE ▇▇▇▇ CANADA LIMITED ET AL]
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NORSKE ▇▇▇▇ PULP SALES (JAPAN) LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
PACIFICA PAPER SALES LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President, Finance
Chief Financial Officer and Secretary
PACIFICA PAPERS SALES INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Secretary
PACIFICA PAPERS K.K.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Representative Director
PACIFICA PAPERS U.S. INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Secretary
[SIGNATURE PAGE FOR FIRST AMENDING AGREEMENT DATED AS OF 30 JANUARY 2002
RELATING TO NORSKE ▇▇▇▇ CANADA LIMITED ET AL]
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PACIFICA POPLARS LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President, Finance
Chief Financial Officer and Secretary
PACIFICA POPLARS INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Secretary
NORSKECANADA, a partnership
By its Partners:
NORSKE ▇▇▇▇ CANADA LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President, Finance
Chief Financial Officer and Secretary
NORSKE ▇▇▇▇ CANADA PULP
OPERATIONS LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President, Finance
Chief Financial Officer and Secretary
[SIGNATURE PAGE FOR FIRST AMENDING AGREEMENT DATED AS OF 30 JANUARY 2002
RELATING TO NORSKE ▇▇▇▇ CANADA LIMITED ET AL]
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THE TORONTO-DOMINION BANK, as Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President,
Loan Syndications - Agency
[SIGNATURE PAGE FOR FIRST AMENDING AGREEMENT DATED AS OF 30 JANUARY 2002
RELATING TO NORSKE ▇▇▇▇ CANADA LIMITED ET A]