FIFTH AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS
FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (
“Amendment” ), dated as of March 23, 2004, is by
and between BADGER PAPER MILLS, INC., a corporation organized under
the laws of the State of Wisconsin ( “Borrower”
) and PNC BANK, NATIONAL ASSOCIATION (“PNC”) as sole
Lender and as Agent under the Credit Agreement referred to
below.
WITNESETH:
WHEREAS,
PNC and Borrower entered into a certain Revolving Credit and
Security Agreement, dated as of November 30, 2001, as amended
by a First Amendment to Revolving Credit and Security Agreement,
dated as of April 30, 2002, as further amended by a Second
Amendment to Revolving Credit and Security Agreement, dated as of
September, 2002, as further amended by a Third Amendment to
Revolving Credit and Security Agreement, dated as of
August 13, 2003 and as further amended by a Fourth Amendment
to Revolving Credit and Security Agreement, dated as of
November 14, 2003 (the “Credit Agreement”
);
WHEREAS,
Borrower has requested that the Credit Agreement be amended as set
forth herein;
NOW,
THEREFORE, in consideration of the terms and conditions contained
herein, the parties hereto agree as follows:
1.
DEFINITIONS. All capitalized terms
used herein and not otherwise defined shall have the meanings
provided for in the Credit Agreement.
2.
AMENDMENT. Subject to satisfaction
of the conditions precedent set forth in Section 4 below, the
Credit Agreement is hereby amended as follows:
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2.1
Section 1.2 of the Credit Agreement
is hereby amended by adding the following definition of
“EBITDAR” thereto in the appropriate alphabetical
order:
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““
EBITDAR ” shall mean for any period the sum of (i)
Earnings Before Interest and Taxes for such period plus (ii)
depreciation expenses for such period, plus (iii) amortization
expenses for such period, plus (iv) restructuring charges for the
month of March 2004 not in excess of $2,000,000.”
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2.2
The definition of “Fixed Charge
Coverage Ratio” appearing in Section 1.2 of the Credit
Agreement is hereby restated in its entirety to read as
follows:
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““
Fixed Charge Coverage Ratio ” shall mean and include,
with respect to any fiscal period, the ratio of (i) EBITDA minus
non-financed capital expenditures made by Borrower during such
period, minus income taxes actually paid by Borrower during such
period, minus cash dividends actually paid by Borrower during such
period, plus, to the extent deducted in the calculation of net
income (or loss) of Borrower for the month of March, 2004,
restructuring charges of Borrower not in excess of $2,000,000, to
(b) all Debt Payments during such period.”
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2.3
Section 6.5 of the Credit Agreement
is hereby restated in its entirety to read as follows:
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“6.5
Fixed Charge Coverage Ratio;
Minimum EBITDA; Undrawn Avai1ability; EBITDAR .
Cause to be maintained (i) at the end of each
calendar quarter commencing with the calendar quarter ending
March 31, 2002 (but excluding the calendar quarters ending
September 30, 2003, December 31, 2003 and March 31,
2004), a Fixed Charge Coverage Ratio of not less than 1.0 to 1.0,
calculated for the twelve immediately preceding months ending as of
the date of determination, except that the Fixed Charge
Covera
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