EXHIBIT 10.28
SECOND AMENDMENT
TO REVOLVING CREDIT AND GUARANTY AGREEMENT
THIS SECOND AMENDMENT TO
REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Amendment” ) is dated
as of February 23, 2006 and is entered into by and among
NEWPAGE CORPORATION , a Delaware corporation (the
“Borrower” ), NEWPAGE HOLDING CORPORATION
, a Delaware corporation ( “Holdings” ),
CERTAIN FINANCIAL INSTITUTIONS listed on the signature
pages hereto (the “Lenders” ), GOLDMAN
SACHS CREDIT PARTNERS L.P. (“ GSCP ”), as
Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent,
UBS SECURITIES LLC , as Joint Lead Arranger, Joint
Bookrunner and Co-Syndication Agent, WACHOVIA CAPITAL
MARKETS , LLC , as Co-Syndication Agent, BANK OF
AMERICA, N.A. , as Documentation Agent, JPMORGAN CHASE
BANK , N.A., as Collateral Agent ( “Collateral
Agent” ), and GSCP , as Administrative Agent (
“Administrative Agent” ) and, for purposes of
Section IV hereof, the CREDIT SUPPORT PARTIES listed on
the signature papers hereto, and is made with reference to that
certain REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of
May 2, 2005 (as amended through the date hereof, the
“Credit Agreement” ) by and among Borrower,
Holdings, the subsidiaries of Borrower named therein, Lenders,
Co-Syndication Agents, Documentation Agent, Collateral Agent and
Administrative Agent. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the
Credit Agreement after giving effect to this Amendment.
RECITALS
WHEREAS, the Credit Parties have requested that Requisite
Lenders agree to amend certain provisions of the Credit Agreement
as provided for herein; and
WHEREAS, subject to certain conditions, Requisite Lenders
are willing to agree to such amendment relating to the Credit
Agreement.
NOW, THEREFORE
, in consideration of the premises
and the agreements, provisions and covenants herein contained, the
parties hereto agree as follows:
SECTION I.
AMENDMENTS TO CREDIT AGREEMENT
A.
Section 6.9(c) of the
Credit Agreement is hereby amended by replacing the amount
“$200,000,000” in the fourth line thereof with
“$250,000,000”.
SECTION II.
CONDITIONS TO EFFECTIVENESS
This Amendment shall become
effective as of the date hereof only upon the satisfaction of all
of the following conditions precedent (the date of satisfaction of
such conditions being referred to herein as the “Second
Amendment Effective Date” ):
A.
Execution .
Administrative Agent shall have received a counterpart signature
page of this Amendment duly executed by each of the Credit
Parties and Requisite Lenders.
B.
Necessary Consents. Each
Credit Party shall have obtained all material consents necessary or
advisable in connection with the transactions contemplated by this
Amendment.
C. Other
Documents.
Administrative Agent and Lenders shall have received such other
documents, information or agreements regarding Credit Parties as
Administrative Agent or Collateral Agent may reasonably
request.
SECTION III.
REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter
into this Amendment and to amend the Credit Agreement in the manner
provided herein, each Credit Party which is a party hereto
represents and warrants to each Lender that the following
statements are true and correct in all material
respects:
A.
Corporate Power and Authority. Each Credit Party, which is party hereto,
has all requisite power and authority to enter into this Amendment
and to carry out the transactions contemplated by, and perform its
obligations under, the Credit Agreement as amended by this
Amendment (the “Amended Agreement” ) and the
other Credit Documents.
B.
Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement and the
other Credit Documents have been duly authorized by all necessary
action on the part of each Credit Party.
C. No
Conflict. The
execution and delivery by each Credit Party of this Amendment and
the performance by each Credit Party of the Amended Agreement and
the other Credit Documents do not and will not (i) violate
(A) any provision of any law, statute, rule or
regulation, or of the certificate or articles of incorporation or
partnership agreement, other constitutive documents or by-laws of
Holdings, Borrower or any Credit Party or (B) any applicable
order of any court or any rule, regulation or order of any
Governmental Authority, (ii) be in conflict with, result in a
breach of or constitute (alone or with notice or lapse of time or
both) a default under any Contractual Obligation of the applicable
Credit Party, where any such conflict, violation, breach or default
referred to in clause (i) or (ii) of this
Section III.C., could reasonably be expected to have a
Material Adverse Effect, (iii) except as permitted under the
Amended Agreement, result in or require the creation or imposition
of any Lien upon any of the properties or assets of each Credit
Party (other than any Liens created under any of the Credit
Documents in favor of Administrative Agent on behalf of Lenders),
or (iv) require any approval of stockholders or partners or
any approval or consent of any Person under any Contractual
Obligation of each Credit Party, except for such approvals or
consents which will be obtained on or before the Second Amendment
Effective Date and except for any such approvals or consents the
failure of which to obtain will not have a Material Adverse
Effect.
