Ex-10.3



 







EXHIBIT 10.3




EXECUTION COPY




AMENDMENT NO. 1




          AMENDMENT NO. 1 dated as of April 4, 2005, between BOWATER INCORPORATED, a Delaware
corporation (the “Company”). BOWATER CANADIAN FOREST PRODUCTS, INC., a Canadian corporation
(“BCFPI” and, together with the Company, the
“Initial Borrowers”), each of the Subsidiaries of the
Company from time to time designated as “Subsidiary
Borrowers” pursuant to the Credit Agreement
(each, a “Subsidiary Borrower” and, together with
the Initial Borrowers, the “Borrowers”),
the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A.
(formerly known as JPMorgan Chase Bank) and THE BANK OF NOVA SCOTIA, as the Administrative Agents.




          The Borrowers, the Subsidiary Guarantors, the Lenders and the Administrative Agents are
parties to a Credit Agreement dated as of April 22, 2004 (as heretofore modified and supplemented
and in effect on the date hereof, the “Credit Agreement”), providing, subject to the terms and
conditions thereof, for loans and extensions of credit to be made by said Lenders to the Borrowers
in an aggregate principal or face amount not exceeding U.S. $435,000,000 (which may, pursuant to
the Credit Agreement, be increased to U.S. $500,000,000) at any one time outstanding.




          The Borrowers wish to amend the Credit Agreement in certain respects. Accordingly,
the parties hereto hereby agree as follows:




          Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms
defined in the Credit Agreement are used herein as defined therein.




          Section 2. Amendments. Subject to the satisfaction of the conditions precedent
specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be
amended as follows:




          2.01. References in the Credit Agreement (including references to the Credit
Agreement as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and, “hereof”). shall be deemed to be references to the Credit
Agreement as amended hereby.




          2.02. Indebtedness of the Company. Section 7.03(a)(v) is hereby amended in its
entirety to read as follows:





     “(v) unsecured Guarantees by the Company of Indebtedness of Subsidiaries in an
aggregate principal amount up to but not exceeding U.S. $100,000,000;”



Amendment No. 1




 









 








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     2.03. Indebtedness of Subsidiaries. Section 7.03(b)(x) is hereby amended in its
entirety to read as follows:




     “(x) other Indebtedness of Subsidiaries of the Company, of which no more than U.S.
$100,000,000 may be secured at any time, provided that the aggregate outstanding
principal amount of such Indebtedness, together with the aggregate amount of Indebtedness
(whether of the Company or Subsidiaries of the Company) secured by Liens permitted under
Section 7.02(1), shall not at any time exceed 5% of Total Assets at such time.”



          2.04. Consolidated Net Worth. Section 7.04 is hereby amended in its entirety to
read as follows:





     “SECTION 7.04 Consolidated Net Worth. The Company will not permit Consolidated
Net Worth at any time to be less than the sum of (a) U.S. $1,400,000,000 plus (b)
50% of the Consolidated Net Income for each fiscal quarter of the Company from and including
the first fiscal quarter in 2004 to and including the fiscal quarter ending on (or most
recently ended prior to) such time; provided that, if there is a consolidated net
loss for any such fiscal quarter, Consolidated Net Income for such fiscal quarter shall, for
the purposes of clause (b) of this Section, be deemed to be zero.”



          2.05. Total Debt to Total Capital Ratio. Section 7.05(a) is hereby amended in its
entirety to read as follows:





     “(a) Total Debt to Total Capital Ratio. The Company will not permit the
ratio of (a) Total Debt to (b) Total Capital to exceed 0.65 to 1 at any time.”



          Section 3. Representations and Warranties. The Borrowers represent and warrant to the
Lenders that the representations and warranties set forth in Article IV of the Credit Agreement are
true and complete on the date hereof as if made on and as of the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of such
specific date) and as if each reference in said Article IV to “this Agreement” included reference
to this Amendment No. 1.




          Section 4. Condition Precedent. The amendments set forth in Section 2 hereof shall
become effective, as of the date hereof, upon (i) the execution and delivery of counterparts of
this Amendment No. 1 by the Borrowers and the Required Lenders and (ii) the receipt by the U.S.
Administrative Agent, for the account of each Lender that has executed and delivered this Amendment
No. 1 not later than 5:00 p.m. New York City time on April 4, 2005, an amendment fee in an amount
equal to 10 bps of the aggregate amount of such Lender’s Revolving Credit Exposure.




Amendment No. 1




 









 








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          Section 5.
Miscellaneous. Except as provided herein, the Credit Agreement shall
remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number
of counterparts, all of which taken together shall constitute one and the same amendatory
instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.




Amendment No. 1





 









 










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     IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	BOWATER INCORPORATED
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ William G. Harvey	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name: William G. Harvey	 	 
	

	 	 	 	Title: Senior Vice President and	 	 
	

	 	 	 	          Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	BOWATER CANADIAN FOREST PRODUCTS INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ William G. Harvey	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name: William G. Harvey	 	 
	

	 	 	 	Title: Vice President and Treasurer	 	 






Amendment No. 1





 









 









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SUBSIDIARY GUARANTORS




	 	 	 	 	 	 	 
	 	 	BOWATER ALABAMA INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ William G. Harvey	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name: William G. Harvey

Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	BOWATER NEWSPRINT SOUTH INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ William G. Harvey	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name: William G. Harvey	 	 
	

	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	BOWATER MISSISSIPPI LLC
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ David G. Maffucci	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name: David G. Maffucci	 	 
	

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	BOWATER MISSISSIPPI HOLDINGS INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ William G. Harvey	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name: William G. Harvey	 	 
	

	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	BOWATER NUWAY INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ William G. Harvey	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Name: William G. Harvey	 	 
	

	 	 	 	Title: Vice President and Assistant Treasurer	 	 







Amendment No. 1





 









 










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	 	 	JPMORGAN CHASE BANK, N.A.,
	

	 	 	 	individually and as U.S. Administrative Agent
	 
	 	 	 	 
	

	 	By
	 	/s/ Peter S. Predun
	

	 	 	 	 
	

	 	 
	 	Name: Peter S. Predun
	

	 	 
	 	Title: Vice President
	 
	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA,
	

	 	 	 	individually and as Canadian Administrative Agent
	 
	 	 	 	 
	

	 	By	 	[ILLEGIBLE]
	

	 	 	 	 
	

	 	 	 	Name: [ILLEGIBLE]
	

	 	 	 	Title: Managing Director 









Amendment No. 1





 










 






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	 	LENDERS 



BANK OF MONTREAL 

 	 
	 	By:  	          /s/ Bruno Jarry
 	 
	 	 	Name:  	Bruno Jarry      	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	LENDERS



SUNTRUST BANK 

 	 
	 	By:  	/s/ Kelly Gunter
 	 
	 	 	Name:  	Kelly Gunter  	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	LENDERS 



Wachovia Bank, N.A.

 	 
	 	By:  	/s/ Shawn Janko
 	 
	 	 	Name:  	Shawn Janko  	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	LENDERS 



UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Marie Haddad
 	 
	 	 	Marie Haddad 	 
	 	 	Associate Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	         /s/ Edward L. Cripps
 	 
	 	 	Edward L. Cripps 	 
	 	 	Director 	 
	 



	 	 	 	 	 
	 	LENDERS 



Toronto Dominion (Texas) LLC

 	 
	 	By:  	/s/ Neva Nesbitt
 	 
	 	 	Name:  	Neva Nesbitt 	 
	 	 	Title:  	Authorized Agent 	 
	 



	 	 	 	 	 
	 	LENDERS 



THE BANK OF NEW YORK

 	 
	 	By:  	/s/ David C. Siegel
 	 
	 	 	Name:  	David C. Siegel  	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	LENDERS 



Carolina First Bank

 	 
	 	By:  	/s/ Kevin M. Short
 	 
	 	 	Name:  	Kevin M. Short 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	LENDERS 



REGIONS BANK 

 	 
	 	By:  	/s/ Elaine B. Passman
 	 
	 	 	Name:  	Elaine B. Passman  	 
	 	 	Title:  	Asst. Vice President 	 
	 




Amendment No. 1