Exhibit 10.11
FIRST
AMENDMENT AND WAIVER, dated as of January 31, 2005 (this "
Amendment "), to the Credit Agreement dated as of
November 30, 2004 (as heretofore amended, supplemented, or
otherwise modified, the " Credit Agreement ") among NEENAH
PAPER, INC., a Delaware corporation (the " Parent "),
each subsidiary of Parent listed as a "Borrower" on the signature
pages thereto (together with Parent, each a " Borrower " and
collectively, the " Borrowers "), each subsidiary of Parent
listed as a "Guarantor" on the signature pages thereto, the lenders
party thereto (the " Lenders "), JPMORGAN CHASE BANK, N.A.,
as agent for the Lenders (in such capacity, the " Agent "),
and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian
collateral agent for the Lenders.
The
Credit Parties have requested that the Lenders (i) agree to
amend certain provisions of the Credit Agreement and
(ii) grant a limited waiver of compliance by the Credit
Parties with certain provisions of the Credit Agreement. The
Lenders party hereto are willing so to amend the Credit Agreement
and to grant such limited waiver on the terms and subject to the
conditions set forth herein. Capitalized terms used but not defined
herein have the meanings assigned to them in the Credit
Agreement.
Accordingly,
in consideration of the mutual agreements herein contained and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION
1. Amendment of Section 6.3(c) of
the Credit Agreement. Upon
effectiveness of this Amendment in accordance with
Section 9 hereof, Section 6.3(c) of the Credit
Agreement is amended by deleting the semicolon appearing at the end
thereof and inserting the following text in lieu
thereof:
";
provided , however , that such Monthly Unaudited
Financial Statements for the month of November, 2004, shall be due
as soon as available and in any event not later than
January 31, 2005, and such Monthly Unaudited Financial
Statements for the months of December, 2004 and January, 2005,
shall be due as soon as available and in any event not later than
forty-five (45) days after the end of each such respective
calendar month);"
SECTION
2. Waiver of Section 6.3(c) of the
Credit Agreement. Upon the
effectiveness of this Amendment in accordance with
Section 9 hereof, the Lenders hereby waive compliance
by the Credit Parties with: (a) Section 6.3(c) of the
Credit Agreement solely to the extent that such Section (as in
effect prior to the effectiveness of this Amendment) requires
delivery of Monthly Unaudited Financial Statements of the Credit
Parties and their Subsidiaries with respect to November, 2004,
within thirty (30) days of the end of such month and the
Credit Parties have not complied with such requirement and
(b) Section 6.3(h) of the Credit Agreement solely to the
extent that such Section requires delivery of accounts payable
agings and reconciliations within fifteen (15) days after the
end of November, 2004, and the Credit Parties have not complied
with such requirement.
SECTION
3. Waiver of Section 6.3(d) of the
Credit Agreement. Upon the
effectiveness of this Amendment in accordance with
Section 9 hereof, the Lenders hereby waive compliance
by the Credit Parties with Section 6.3(d) of the Credit
Agreement solely to the extent that such Section requires delivery
of a Compliance Certificate signed by a Responsible Officer of the
Borrowers' Agent, concurrently with delivery pursuant to
Section 6.3(c) of the Credit Agreement (as in effect prior to
the effectiveness of this Amendment) of the November, 2004 Monthly
Unaudited Financial Statements, and the Credit Parties have not
complied with such requirement.
SECTION
4. Waiver of
Section 6.11(iii) of the Credit Agreement.
Upon the effectiveness of this Amendment in
accordance with Section 9 hereof, the Lenders hereby
waive compliance by the Credit Parties with
Section 6.11(iii) of the Credit Agreement solely to the
extent that such Section requires notification to the Agent of any
Event of Default or Default with respect to any event or
circumstance specifically referred to in
Section 2 , 3 , 4 , 5 or 6
hereof and the Credit Parties have not complied with such
requirement.
SECTION
5. Waiver of Section 6.14 of the
Credit Agreement. Upon the
effectiveness of this Amendment in accordance with
Section 9 hereof, the Lenders hereby waive compliance
by the Credit Parties with Section 6.14 of the Credit
Agreement solely to the extent that such Section requires
compliance with of the covenants contained in the Credit Agreement
with respect to any event or circumstance specifically referred to
in Section 2 , 3 , 4 , 5 or
6 hereof and the Credit Parties have not complied with such
requirement.
SECTION
6. Waiver of Section 6.15(a) of the
Credit Agreement. Upon the
effectiveness of this Amendment in accordance with
Section 9 hereof, the Lenders hereby waive the
occurrence of any Dominion Event pursuant to
Section 6.15 of the Credit Agreement solely with
respect to any event or circumstance specifically referred to in
Section 2 , 3 , 4 , 5 or 6
hereof, and further waive compliance by the Credit Parties with any
obligations with which the Credit Parties have not complied
pertaining to any such event or
