NINTH AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS
NINTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (“
Amendment ”), dated as of March 31, 2005, 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.
W I T N E S
S E T H :
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, as further amended by a Fourth Amendment to
Revolving Credit and Security Agreement, dated as of
November 14, 2003, as further amended by a Fifth Amendment to
Revolving Credit and Security Agreement, dated as of March 23,
2004, as further amended by a Sixth Amendment to Revolving Credit
and Security Agreement dated as of April 30, 2004, as further
amended by a Seventh Amendment to Revolving Credit and Security
Agreement dated as of May 14, 2004 and as further amended by
an Eighth Amendment to Revolving Credit and Security Agreement,
dated as of August 12, 2004 (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.
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2.
AMENDMENT . Subject to the 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 The
definition of “Maximum Revolving Advance Amount” set
forth in Section 1.2 of the Credit Agreement is hereby
restated in its entirety to read as follows:
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“
Maximum Revolving Advance Amount ” shall mean
$9,500,000.”
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2.2 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; Undrawn Availability .
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, March 31, 2004, June 30, 2004, September 30, 2004,
December 31, 2004, March 31, 2005, June 30, 2005 and September 30,
2005), 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, (ii) at the end of the one-month
period ending June 30, 2004 a Fixed Charge Coverage Ratio of
not less than 1.0 to 1.0, (iii) a Fixed Charge Coverage Ratio
of not less than 1.0 to 1.0 at the end of the calendar quarter
ending March 31, 2005 calculated for the three immediately
preceding months, at the end of the calendar quarter ending June
30, 2005 calculated for the six immediately preceding months, and
at the end of the calendar quarter ending September 30, 2005
calculated for the nine immediately preceding months, and
(iv) Undrawn Availability of not less than $2,000,000 as of
the close of business on
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