csk8k_011608ex41.htm

Exhibit 4.1

    

      EXECUTION
        VERSION

       

      AMENDMENT
        NO. 5 TO THE

      SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT

       

      


       

      Dated
        January 18, 2008, but effective as of December 28, 2007

       

      AMENDMENT
        NO. 5 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) among
        Chesapeake Corporation, a Virginia corporation (the “U.S. Borrower”),
        Chesapeake U.K. Holdings Limited, Chesapeake U.K. Acquisitions plc, Boxmore
        International Limited, Chesapeake plc (formerly known as Field Group plc)
        (collectively, the “U.K. Borrowers”), the
        banks, financial institutions and other institutional lenders party to the
        Credit Agreement referred to below (collectively, the “Lenders”) and
        Wachovia Bank, National Association, as administrative agent for the Lenders
        (in
        such capacity, the “Administrative
        Agent”).

       

      PRELIMINARY
        STATEMENTS:

       

      WHEREAS,
        the U.S. Borrower, the U.K. Borrowers, the Lenders, the Administrative Agent,
        Bank of America, N.A. and Citicorp North America, Inc., as syndication agents,
        HSBC Bank plc, as documentation agent, Wachovia Capital Markets, LLC, as
        a
        co-lead arranger and the sole bookrunner, and Banc of America Securities
        LLC and
        Citicorp North America, Inc., as co-lead arrangers have entered into a Second
        Amended and Restated Credit Agreement dated as of February 23, 2004, as amended
        by Amendment No. 1 dated as of June 10, 2004, Amendment No. 2 dated as of
        February 23, 2006, the Letter Waiver and Amendment No. 3 dated as of August
        4, 2006 and Amendment No. 4 dated as of June 18, 2007 (as so amended, the
“Credit Agreement”;
        capitalized terms not otherwise defined in this Amendment have the same meanings
        as specified in the Credit Agreement); and

       

      WHEREAS,
        the Borrowers, the Lenders and the Administrative Agent have agreed to amend
        the
        Credit Agreement as hereinafter set forth;

       

      NOW,
        THEREFORE, in consideration of the premises and for other good and valuable
        consideration (the receipt and sufficiency of which are hereby acknowledged),
        the parties hereto hereby agree as follows:

       

      SECTION
        1. Amendments
        to Credit
        Agreement.  The Credit Agreement is, effective as of December
        28, 2007 and subject to the satisfaction of the conditions precedent set
        forth
        in Section 2, hereby amended as follows:

       

      (a) Section
        7.2.2(j) is hereby amended by replacing the dollar amount “$50,000,000” where it
        appears therein with the dollar amount “$30,000,000”;

       

      (b) Section
        7.2.3(k) is hereby amended by replacing the dollar amount “$40,000,000” where it
        appears therein with the dollar amount “$30,000,000”;

       

      (c) Section
        7.2.4(a) is hereby amended and restated in its entirety, for the period
        commencing with the effective date of this Amendment, to read as
        follows:

       

      “(a)
        the
        Borrower will not permit the Leverage Ratio as of the last day of any Fiscal
        Quarter occurring during any period set forth below to be greater than the
        ratio
        set forth opposite such period:

      
 

      
        
          	
                  
                    Period

                  

                  
                  

                	
                  Leverage
                    Ratio

                  
                  

                
	
                  July
                    1, 2007 through (and including) the end of the third Fiscal Quarter
                    of
                    2007

                  
                  

                	
                  5.00:1

                  
                  

                
	
                  Beginning
                    of the fourth Fiscal Quarter of 2007 through (and including)
                    the end of
                    the fourth Fiscal Quarter of 2007

                  
                  

                	
                  5.30:1

                  
                  

                
	
                  The
                    first Fiscal Quarter of 2008

                  
                  

                	
                  4.25:1

                  
                  

                
	
                  Beginning
                    of the second Fiscal Quarter of 2008 and thereafter

                  
                  

                	
                  4:00:1”

                  
                  

                


        

         

      

      (d) Section
        7.2.4(c) is hereby amended and restated in its entirety, for the period
        commencing with the effective date of this Amendment, to read as
        follows:

       

      “(c)
        the Borrower will not permit the
        Interest Coverage Ratio as of the last day of any Fiscal Quarter occurring
        during any period set forth below to be less than the ratio set forth opposite
        such period:

       

      
        	
                Period

                
                

              	
                Interest
                  Coverage
                  Ratio

                
                

              
	
                July
                  1, 2007 through (and including) the end of the third Fiscal Quarter
                  of
                  2007

                
                

              	
                2.25:1

                
                

              
	
                Beginning
                  of the fourth Fiscal Quarter of 2007 through (and including) the
                  end of
                  the fourth Fiscal Quarter of 2007

                
                

              	
                2.15:1

                
                

              
	
                Beginning
                  of the first Fiscal Quarter of 2008 and thereafter

                
                

              	
                 
                  2.50:1”

                
                

              


      

      


       

      (e) Section
        7.2.6 is hereby amended by deleting clause (a) in its entirety and replacing
        it
        with “(a) [reserved]”; and

       

      (f) Item
        6.13
        of Schedule I is hereby amended and restated in its entirety to read as
        follows:

       

      “ITEM
        6.13. ENVIRONMENTAL MATTERS.

       

      See
        “Environmental Matters” discussion in Note 11 to the Consolidated Financial
        Statements included in Chesapeake Corporation’s quarterly report on Form 10-Q
        for the quarterly period ended September 30, 2007 regarding potential liability
        of WTM I Company for natural resources damages and certain environmental
        remediation related to the lower Fox River, Wisconsin, site.”

       

      SECTION
        2. Conditions
        of
        Effectiveness.  This Amendment is dated as of January 18, 2008,
        but shall be effective as of December 28, 2007 when, and only when, (a) the
        U.S.
        Borrower shall have paid, on or before January 18, 2008, to the Administrative
        Agent for the ratable account and benefit of each Lender executing this
        Amendment on or before 12:00 Noon Eastern time on January 18, 2008, a fee
        equal
        to 0.15% of the Total Exposure Amount of each such Lender and (b) the
        Administrative Agent shall have received, on or before January 18, 2008,
        the
        following documents, each such document (unless otherwise specified) dated
        the
        date of receipt thereof by the Administrative Agent (unless otherwise specified)
        and in sufficient copies for each Lender, in form and substance satisfactory
        to
        the Administrative Agent:

       

      (i) Counterparts
        of this Amendment executed by each Borrower, each Subsidiary Guarantor and
        the
        Required Lenders or, as to any of the Required Lenders, advice satisfactory
        to
        the Administrative Agent that such Required Lender has executed this
        Amendment;

       

      (ii) Counterparts
        of the Consent and Confirmation attached hereto executed by each Subsidiary
        Guarantor;

       

      (iii) Evidence
        reasonably satisfactory to the Administrative Agent that any and all expenses
        of
        counsel to the Administrative Agent outstanding since the date of its last
        invoice as well as all expenses in connection with this Amendment shall have
        been paid in full in accordance with Section 10.3 of the
        Credit Agreement; and

       

      (iv) A
        certificate signed by a duly authorized officer of each Borrower stating
        that:

       

      (A) All
        representations and warranties made by such Borrower in Section 3 hereof
        and in
        the Credit Agreement (as amended hereby) and the other Loan Documents are
        true
        and correct in all material respects as of the date hereof as if made on
        the
        date hereof (unless stated to relate solely to an earlier date, in which
        case
        such representations and warranties shall be true and correct in all material
        respects as of such earlier date); and

       

      (B) after
        giving effect to the amendments contemplated by Section 1 above, no Default
        shall have occurred and be continuing.

       

      SECTION
        3. Representations
        and
        Warranties of theBorrowers.  Each
        Borrower represents and warrants as follows:

       

      (a) Such
        Borrower and each Subsidiary Guarantor is a corporation duly organized, validly
        existing and in good standing under the laws of its jurisdiction of
        organization.

       

      (b) The
        execution, delivery and performance by such Borrower of this Amendment and
        the
        Loan Documents, as amended hereby, and by each Subsidiary Guarantor of the
        Consent and Confirmation attached hereto, are in each case within such Person’s
        powers, have been duly authorized by all necessary action, and do not result
        in
        a default under or contravene any such Person’s Organic Documents.

       

      (c) No
        authorization or approval or other action by, and no notice to or filing
        with,
        any Governmental Authority or other Person (other than those that have been
        duly
        obtained or made and which are in full force and effect) is required for
        the due
        execution, delivery or performance by such Borrower of this Amendment or
        any of
        the Loan Documents, as amended hereby, to which it is or is to be a party,
        or by
        each Subsidiary Guarantor of the Consent and Confirmation attached
        hereto.

       

      (d) This
        Amendment has been duly executed and delivered by such Borrower, and the
        Consent
        and Confirmation attached hereto has been duly executed and delivered by
        each
        Subsidiary Guarantor.  This Amendment and each of the other Loan
        Documents, as amended hereby, to which such Borrower is a party, and the
        Consent
        and Confirmation attached hereto, are legal, valid and binding obligations
        of
        such Borrower or such Subsidiary Guarantor, as applicable, enforceable against
        such entity in accordance with their respective terms (except, in any case,
        as
        such enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization or similar laws affecting creditors’ rights generally and by
        general principles of equity).

       

      SECTION
        4. Reference
        to and Effect on
        the Loan Documents.  (a)  On and after the
        effectiveness of this Amendment, each reference in the Credit Agreement to
“this
        Agreement”, “hereunder”, “hereof” or words of like import referring to the
        Credit Agreement, and each reference in the Notes and each of the other Loan
        Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
        import referring to the Credit Agreement, shall mean and be a reference to
        the
        Credit Agreement, as amended by this Amendment.

       

      (b) The
        Credit Agreement (including, without limitation, the guarantees by the Borrowers
        set forth in Section
        4.10 thereof), the Notes and each of the other Loan Documents, as
        specifically amended by this Amendment, are and shall continue to be in full
        force and effect and are hereby in all respects ratified and
        confirmed.  Without limiting the generality of the foregoing, the
        Collateral Documents and all of the Collateral described therein do and shall
        continue to secure the payment of all Obligations of the Loan Parties under
        the
        Loan Documents, in each case as amended by this Amendment.

       

      (c) The
        execution, delivery and effectiveness of this Amendment shall not, except
        as
        expressly provided herein, operate as a waiver of any right, power or remedy
        of
        any Lender or the Administrative Agent under any of the Loan Documents, nor
        constitute a waiver of any provision of any of the Loan Documents.

       

      SECTION
        5. Costs
        and
        Expenses.  The Borrowers agree to pay on demand all costs and
        expenses of the Administrative Agent in connection with the preparation,
        execution, delivery and administration, modification and amendment of this
        Amendment and the other instruments and documents to be delivered hereunder
        (including, without limitation, the reasonable fees and expenses of counsel
        for
        the Administrative Agent) in accordance with the terms of Section 10.3 of
        the Credit Agreement.

       

      SECTION
        6. Execution
        in
        Counterparts.  This Amendment may be executed in any number of
        counterparts and by different parties hereto in separate counterparts, each
        of
        which when so executed shall be deemed to be an original and all of which
        taken
        together shall constitute but one and the same agreement.  Delivery of
        an executed counterpart of a signature page to this Amendment by telecopier
        shall be effective as delivery of a manually executed counterpart of this
        Amendment.

       

      SECTION
        7. Governing
        Law.  This Amendment shall be governed by, and construed in
        accordance with, the laws of the State of New York.

    

     


    
      
        
           

        

        
        

      

      
        
        

        
        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
      by
      their respective officers thereunto duly authorized, as of the date first above
      written.

    

       

       

      CHESAPEAKE
        CORPORATION

       

      By
        /s./ Joel K.
        Mostrom

      Name:
        Joel K Mostrom

      Title:
        Executive Vice President & Chief Financial Officer

       

       

      CHESAPEAKE
        U.K. HOLDINGS LIMITED

       

      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Director

       

       

      CHESAPEAKE
        U.K. ACQUISITIONS PLC

       

      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Director

       

       

      BOXMORE
        INTERNATIONAL LIMITED

       

      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Director

       

       

      CHESAPEAKE
        PLC (FORMERLY KNOWN AS

      FIELD
        GROUP PLC)

       

      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Director

       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      


       

      Agreed
        as
        of the date first above written:

       

       

      WACHOVIA
        BANK, NATIONAL ASSOCIATION,

      as
        a
        Lender and Administrative Agent

       

      
        By
          /s/ Jill W.
          Akre

        Name:
          Jill W. Akre

        Title:
          Managing Director

      

       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

    

    


     

    CONSENT
      AND CONFIRMATION

     

    


     

    Dated
      as
      of January 18, 2008

     

    
      Each
        of
        the undersigned hereby consents to the foregoing Amendment and hereby (a)
        confirms and agrees that notwithstanding the effectiveness of such Amendment,
        each Loan Document to which it is a party is, and shall continue to be, in
        full
        force and effect and is hereby ratified and confirmed in all respects, except
        that, on and after the effectiveness of such Amendment, each reference in
        the
        Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of
        like import shall mean and be a reference to the Credit Agreement, as amended
        by
        such Amendment, (b) confirms and agrees that the pledge and security interest
        in
        the Collateral granted by it pursuant to the Collateral Documents to which
        it is
        a party shall continue in full force and effect, and (c) acknowledges and
        agrees
        that such pledge and security interest in the Collateral granted by it pursuant
        to such Collateral Documents shall continue to secure the Obligations purported
        to be secured thereby, as amended or otherwise affected hereby.

       

      This
        Consent and Confirmation shall be governed by, and construed in accordance
        with,
        the laws of the State of New York.  Each of the undersigned hereby
        irrevocably submits to the non-exclusive jurisdiction of the courts of the
        State
        of New York, New York county and the courts of the United States of America
        located in the Southern District of New York and hereby agrees that any legal
        action, suit or proceeding arising out of or relating to the foregoing Amendment
        and this Consent and Confirmation may be brought against them in any such
        courts.  This Consent and Confirmation may be executed in any number
        of counterparts and by different parties hereto in separate counterparts,
        each
        of which when so executed shall be deemed to be an original and all of which
        taken together shall constitute but one and the same
        agreement.  Delivery of an executed counterpart of a signature page to
        this Consent and Confirmation by telecopier shall be effective as delivery
        of a
        manually executed counterpart of this Consent and
        Confirmation.



    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

     

    CARY
      ST.
      COMPANY

    
       

      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Director



    CHESAPEAKE
      DISPLAY AND PACKAGING COMPANY

    
       

      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Secretary


    

    
 

    CHESAPEAKE
      FOREST PRODUCTS LLC

    
       

      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Secretary


    

    
 

    CHESAPEAKE
      INTERNATIONAL HOLDING COMPANY

    
       

      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Secretary


    

    
 

    DELMARVA
      PROPERTIES, INC.

    
       

      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Secretary


    

    
 

    CHESAPEAKE
      PRINTING AND PACKAGING COMPANY

    
       

      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Secretary


    

    
 

    STONEHOUSE
      INC.

    
       

      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Secretary


    

    
 

    WTM
      I
      COMPANY

     

    
      By
        /s/ J. P. Causey
        Jr.

      Name:
        J.
        P. Causey Jr.

      Title:
        Vice President