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Title:

Credit Agreement

Entities:

Banc of America Securities LLC; Caraustar Industries Inc.; International Paper Co.; Smurfit-Stone Container Corp.; AFL-CIO; International Brotherhood of Teamsters; Paper, Allied-Industrial, Chemical & Energy Workers International Union; Bank of America, NA; Goldman Sachs Group Inc.; Goldman, Sachs & Co.; Troutman Sanders

Date:

2003

Size:

Preview shows 127KB of 456KB total

Price:

$99

ID:

#153309

Start of Preview

Section

ARTICLE 1 LOANS AND LETTERS OF CREDIT

1.1

Credit Facility.

1.2

Revolving Loans.

1.3

Letters of Credit.

1.4

Bank Products.

ARTICLE 2 INTEREST AND FEES

2.1

Interest.

2.2

Continuation and Conversion Elections.

2.3

Maximum Interest Rate.

2.4

Closing Fees.

2.5

Unused Line Fee.

2.6

Letter of Credit Fee.

ARTICLE 3 PAYMENTS AND PREPAYMENTS

3.1

Revolving Loans.

3.2

Reduction and Termination of Facility.

3.3

Prepayments of the Loans.

3.4

LIBOR Rate Loan Prepayments.

3.5

Payments by the Borrowers.

3.6

Payments as Revolving Loans.

3.7

Apportionment, Application and Reversal of Payments.

3.8

Indemnity for Returned Payments.

3.9

Agents and Lenders Books and Records; Monthly Statements.

3.10

Borrowers Agent.

3.11

Joint and Several Liability.

3.12

Obligations Absolute.

3.13

Waiver of Suretyship Defenses.

3.14

Contribution and Indemnification among the Borrowers.

ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY

4.1

Taxes.

4.2

Illegality.

4.3

Increased Costs and Reduction of Return.

4.4

Funding Losses.

4.5

Inability to Determine Rates.

4.6

Certificates of Agent.

4.7

Survival.

ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

Section

5.1

Books and Records.

5.2

Financial Information.

5.3

Notices to the Lenders.

5.4

Collateral Reporting.

5.5

Subordinated Debt Certificate.

ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS

6.1

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents.

6.2

Validity and Priority of Security Interest.

6.3

Organization and Qualification.

6.4

Corporate Name; Prior Transactions.

6.5

Subsidiaries and Affiliates.

6.6

Financial Statements and Projections.

6.7

Capitalization.

6.8

Solvency; Fair Consideration.

6.9

Debt.

6.10

Distributions.

6.11

Real Estate; Leases.

6.12

Proprietary Rights.

6.13

Trade Names.

6.14

Litigation.

6.15

Labor Disputes.

6.16

Environmental Laws.

6.17

No Violation of Law.

6.18

No Default.

6.19

ERISA Compliance.

6.20

Taxes.

6.21

Regulated Entities.

6.22

Use of Proceeds; Margin Regulations.

6.23

Copyrights, Patents, Trademarks and Licenses, etc.

6.24

No Material Adverse Change.

6.25

Full Disclosure.

6.26

Material Agreements.

6.27

Bank Accounts.

6.28

Governmental Authorization.

6.29

Tax Shelter Regulations.

6.30

Designated Senior Debt, Etc.

ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS

7.1

Taxes and Other Obligations.

7.2

Legal Existence and Good Standing.

7.3

Compliance with Law and Agreements; Maintenance of Licenses.

Section

7.4

Maintenance of Property; Inspection of Property.

7.5

Insurance.

7.6

Insurance and Condemnation Proceeds.

7.7

Environmental Laws.

7.8

Compliance with ERISA.

7.9

Mergers, Consolidations or Sales.

7.10

Distributions; Capital Change; Restricted Investments.

7.11

Transactions Affecting Collateral or Obligations.

7.12

Guaranties.

7.13

Debt.

7.14

Prepayment; Amendments; Etc.

7.15

Transactions with Affiliates.

7.16

Investment Banking and Finders Fees.

7.17

Business Conducted.

7.18

Liens.

7.19

Sale and Leaseback Transactions.

7.20

New Subsidiaries and Obligors.

7.21

Fiscal Year.

7.22

Capital Expenditures.

7.23

Fixed Charge Coverage Ratio.

7.24

Use of Proceeds.

7.25

Banking Relationships.

7.26

Further Assurances.

ARTICLE 8 CONDITIONS OF LENDING

8.1

Conditions Precedent to Making of Loans on the Closing Date.

8.2

Conditions Precedent to Each Loan.

ARTICLE 9 DEFAULT; REMEDIES

9.1

Events of Default.

9.2

Remedies.

ARTICLE 10 TERM AND TERMINATION

10.1

Term and Termination.

ARTICLE 11 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

11.1

Amendments and Waivers.

11.2

Assignments; Participations.

ARTICLE 12 THE AGENT

Section

12.1

Appointment and Authorization.

12.2

Delegation of Duties.

12.3

Liability of Agent.

12.4

Reliance by Agent.

12.5

Notice of Default.

12.6

Credit Decision.

12.7

Indemnification.

12.8

Agent in Individual Capacity.

12.9

Successor Agent.

12.10

Withholding Tax.

12.11

Collateral Matters.

12.12

Restrictions on Actions by Lenders; Sharing of Payments.

12.13

Agency for Perfection.

12.14

Payments by Agent to Lenders.

12.15

Settlement.

12.16

Letters of Credit; Intra-Lender Issues.

12.17

Concerning the Collateral and the Related Loan Documents.

12.18

Field Audit and Examination Reports; Disclaimer by Lenders.

12.19

Relation Among Lenders.

12.20

Arranger.

ARTICLE 13 Subsidiary guaranties

13.1

Subsidiary Guaranties.

13.2

Obligations Absolute.

13.3

Waiver of Suretyship Defenses.

13.4

Contribution and Indemnification.

13.5

Subordination of Intercompany Debt.

ARTICLE 14 MISCELLANEOUS

14.1

No Waivers; Cumulative Remedies.

14.2

Severability.

14.3

Governing Law; Choice of Forum; Service of Process.

14.4

WAIVER OF JURY TRIAL.

14.5

Survival of Representations and Warranties.

14.6

Other Security and Guaranties.

14.7

Fees and Expenses.

14.8

Notices.

14.9

Waiver of Notices.

14.10

Binding Effect.

14.11

Indemnity of the Agent and the Lenders by the Obligors.

14.12

Limitation of Liability.

14.13

Final Agreement.

14.14

Counterparts.

Section

14.15

Captions.

14.16

Right of Setoff.

14.17

Confidentiality.

14.18

Conflicts with Other Loan Documents.

ANNEX A

DEFINED TERMS

EXHIBIT A

FORM OF BORROWING BASE CERTIFICATE

EXHIBIT B

FINANCIAL STATEMENTS

EXHIBIT C

FORM OF NOTICE OF BORROWING

EXHIBIT D