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CREDIT AGREEMENT
Dated as of July 2, 2004
among
GEORGIA-PACIFIC CORPORTION,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender
and
L/C Issuer,
THE OTHER L/C ISSUERS PARTY HERETO
and
THE OTHER LENDERS PARTY HERETO
CITIBANK, N.A.
and
JPMORGAN CHASE BANK,
as Co-Syndication Agents
BANC OF AMERICA SECURITIES LLC,
CITIGROUP GLOBAL MARKETS INC.,
and
J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Joint Book Managers
GOLDMAN SACHS CREDIT PARTNERS L.P.,
BNP PARIBAS,
and
UBS LOAN FINANCE LLC,
as Co-Documentation Agents
TABLE OF CONTENTS
|
Section |
Page | |||
| ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS | 1 | |||
|
1.01 |
Defined Terms. | 1 | ||
|
1.02 |
Other Interpretive Provisions. | 31 | ||
|
1.03 |
Accounting Terms. | 31 | ||
|
1.04 |
Exchange Rates; Currency Equivalents. | 32 | ||
|
1.05 |
Additional Alternative Currencies. | 33 | ||
|
1.06 |
Change of Currency. | 33 | ||
|
1.07 |
Times of Day. | 34 | ||
|
1.08 |
Letter of Credit Amounts. | 34 | ||
| ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS | 34 | |||
|
2.01 |
Term Loans and Revolving Loans. | 34 | ||
|
2.02 |
Borrowings, Conversions and Continuations of Revolving Loans and Term Loans. | 35 | ||
|
2.03 |
Letters of Credit. | 38 | ||
|
2.04 |
Swing Line Loans. | 49 | ||
|
2.05 |
Prepayments. | 52 | ||
|
2.06 |
Termination or Reduction of Commitments. | 53 | ||
|
2.07 |
Repayment of Loans. | 53 | ||
|
2.08 |
Interest. | 54 | ||
|
2.09 |
Fees. | 55 | ||
|
2.10 |
Computation of Interest and Fees. | 56 | ||
|
2.11 |
Evidence of Debt. | 56 | ||
|
2.12 |
Payments Generally; Administrative Agents Clawback. | 57 | ||
|
2.13 |
Sharing of Payments by Lenders. | 59 | ||
| ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY | 60 | |||
|
3.01 |
Taxes. | 60 | ||
|
3.02 |
Illegality. | 63 | ||
|
3.03 |
Inability to Determine Rates. | 63 | ||
|
3.04 |
Increased Costs; Reserves on Eurocurrency Rate Loans. | 64 | ||
|
3.05 |
Compensation for Losses. | 66 | ||
|
3.06 |
Mitigation Obligations; Replacement of Lenders | 67 | ||
|
3.07 |
Survival. | 67 | ||
| ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS | 67 | |||
|
4.01 |
Conditions of Initial Credit Extension. | 67 | ||
|
4.02 |
Conditions to all Credit Extensions. | 70 | ||
| ARTICLE V. REPRESENTATIONS AND WARRANTIES | 70 | |||
|
5.01 |
Existence, Qualification and Power. | 70 | ||
|
5.02 |
Authorization; No Contravention. | 71 | ||
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5.03 |
Governmental Authorization; Other Consents. | 71 | ||
|
5.04 |
Binding Effect. | 71 | ||
|
5.05 |
Financial Statements; No Material Adverse Effect. | 72 | ||
|
5.06 |
Litigation. | 72 | ||
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5.07 |
No Default; Burdensome Restrictions. | 72 | ||
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5.08 |
Ownership of Property; Liens. | 73 | ||
|
Section |
Page | |||
|
5.09 |
Environmental Compliance. | 73 | ||
|
5.10 |
Labor Matters. | 73 | ||
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5.11 |
Taxes. | 73 | ||
|
5.12 |
ERISA Compliance. | 74 | ||
|
5.13 |
Subsidiaries. | 74 | ||
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5.14 |
Margin Regulations; Investment Company Act; Public Utility Holding Company Act. | 75 | ||
|
5.15 |
Compliance with Laws. | 75 | ||
|
5.16 |
Foreign Asset Control Regulations | 75 | ||
| ARTICLE VI. AFFIRMATIVE COVENANTS | 76 | |||
|
6.01 |
Financial Statements. | 76 | ||
|
6.02 |
Certificates; Other Information. | 76 | ||
|
6.03 |
Notices. | 78 | ||
|
6.04 |
Payment of Taxes, Etc. | 78 | ||
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6.05 |
Preservation of Existence, Etc. | 78 | ||
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6.06 |
Maintenance of Properties. | 79 | ||
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6.07 |
Maintenance of Insurance. | 79 | ||
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6.08 |
Compliance with Laws. | 79 | ||
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6.09 |
Books and Records. | 79 | ||
|
6.10 |
Inspection Rights. | 79 | ||
|
6.11 |
Use of Proceeds. | 80 | ||
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6.12 |
ERISA Plans. | 80 | ||
|
6.13 |
Environmental Compliance; Notice. | 80 | ||
| ARTICLE VII. NEGATIVE COVENANTS | 80 | |||
|
7.01 |
Liens. | 80 | ||
|
7.02 |
Limitation on Sale and Leaseback Transactions. | 83 | ||
|
7.03 |
Exemption from Limitation on Liens and Sale and Leaseback Transactions. | 83 | ||
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7.04 |
Fundamental Changes of the Borrower. | 83 | ||
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7.05 |
Fundamental Changes of Subsidiary Guarantors. | 84 | ||
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7.06 |
Accounting Changes. | 85 | ||
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7.07 |
Margin Regulations. | 85 | ||
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7.08 |
Negative Pledges, Etc. | 86 | ||
|
7.09 |
Change in Nature of Business. | 86 | ||
|
7.10 |
Financial Covenants. | 86 | ||
| ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES | 87 | |||
|
8.01 |
Events of Default. | 87 | ||
|
8.02 |
Remedies Upon Event of Default. | 89 | ||
|
8.03 |
Application of Funds. | 89 | ||
| ARTICLE IX. ADMINISTRATIVE AGENT | 90 | |||
|
9.01 |
Appointment and Authority. | 90 | ||
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9.02 |
Rights as a Lender. | 91 | ||
|
9.03 |
Exculpatory Provisions. | 91 | ||
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9.04 |
Reliance by Administrative Agent. | 92 | ||
|
9.05 |
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