|
|
|
|
Document Preview Credit Agreement |
|
|
|
|
|
Click "Add to Cart" button to purchase document. |
|
|
|
|
|
Title: |
Credit Agreement |
|
Entities: |
Banc of America Securities LLC; Caraustar Industries Inc.; Deutsche Banc Alex. Brown Inc.; Temple-Inland, Inc.; Paper, Allied-Industrial, Chemical & Energy Workers International Union; Bank of America, NA; Bank of New York; Goldman Sachs Group Inc. |
|
Date: |
2003 |
|
Size: |
Preview shows 50KB of 456KB total |
|
Price: |
$99 |
|
ID: |
#368175 |
|
|
|
|
|
|
|
Start of Preview |
|
CREDIT AGREEMENT
Dated as of June 24, 2003
Among
THE FINANCIAL INSTITUTIONS NAMED HEREIN
as the Lenders
and
BANK OF AMERICA, N.A.
as the Agent
and
BANC OF AMERICA SECURITIES LLC
as the Arranger
and
CARAUSTAR INDUSTRIES, INC.
AND CERTAIN OF ITS SUBSIDIARIES
as the Borrowers
and
CERTAIN OTHER SUBSIDIARIES OF
CARAUSTAR INDUSTRIES, INC.
as the Guarantors
TABLE OF CONTENTS
|
Section |
Page | |||
|
ARTICLE 1 LOANS AND LETTERS OF CREDIT |
2 | |||
|
1.1 |
Credit Facility. |
2 | ||
|
1.2 |
Revolving Loans. |
2 | ||
|
1.3 |
Letters of Credit. |
5 | ||
|
1.4 |
Bank Products. |
9 | ||
|
ARTICLE 2 INTEREST AND FEES |
9 | |||
|
2.1 |
Interest. |
9 | ||
|
2.2 |
Continuation and Conversion Elections. |
10 | ||
|
2.3 |
Maximum Interest Rate. |
11 | ||
|
2.4 |
Closing Fees. |
11 | ||
|
2.5 |
Unused Line Fee. |
12 | ||
|
2.6 |
Letter of Credit Fee. |
12 | ||
|
ARTICLE 3 PAYMENTS AND PREPAYMENTS |
12 | |||
|
3.1 |
Revolving Loans. |
12 | ||
|
3.2 |
Reduction and Termination of Facility. |
12 | ||
|
3.3 |
Prepayments of the Loans. |
14 | ||
|
3.4 |
LIBOR Rate Loan Prepayments. |
14 | ||
|
3.5 |
Payments by the Borrowers. |
14 | ||
|
3.6 |
Payments as Revolving Loans. |
15 | ||
|
3.7 |
Apportionment, Application and Reversal of Payments. |
15 | ||
|
3.8 |
Indemnity for Returned Payments. |
16 | ||
|
3.9 |
Agents and Lenders Books and Records; Monthly Statements. |
16 | ||
|
3.10 |
Borrowers Agent. |
16 | ||
|
3.11 |
Joint and Several Liability. |
17 | ||
|
3.12 |
Obligations Absolute. |
17 | ||
|
3.13 |
Waiver of Suretyship Defenses. |
18 | ||
|
3.14 |
Contribution and Indemnification among the Borrowers. |
18 | ||
|
ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY |
19 | |||
|
4.1 |
Taxes. |
19 | ||
|
4.2 |
Illegality. |
20 | ||
|
4.3 |
Increased Costs and Reduction of Return. |
20 | ||
|
4.4 |
Funding Losses. |
21 | ||
|
4.5 |
Inability to Determine Rates. |
21 | ||
|
4.6 |
Certificates of Agent. |
22 | ||
|
4.7 |
Survival. |
22 | ||
|
ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES |
22 | |||
i
|
Section |
Page | |||
|
5.1 |
Books and Records. |
22 | ||
|
5.2 |
Financial Information. |
22 | ||
|
5.3 |
Notices to the Lenders. |
25 | ||
|
5.4 |
Collateral Reporting. |
27 | ||
|
5.5 |
Subordinated Debt Certificate. |
28 | ||
|
ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS |
29 | |||
|
6.1 |
Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. |
29 | ||
|
6.2 |
Validity and Priority of Security Interest. |
29 | ||
|
6.3 |
Organization and Qualification. |
29 | ||
|
6.4 |
Corporate Name; Prior Transactions. |
30 | ||
|
6.5 |
Subsidiaries and Affiliates. |
30 | ||
|
6.6 |
Financial Statements and Projections. |
30 | ||
|
6.7 |
Capitalization. |
30 | ||
|
6.8 |
Solvency; Fair Consideration. |
31 | ||
|
6.9 |
Debt. |
31 | ||
|
6.10 |
Distributions. |
31 | ||
|
6.11 |
Real Estate; Leases. |
31 | ||
|
6.12 |
Proprietary Rights. |
32 | ||
|
6.13 |
Trade Names. |
32 | ||
|
6.14 |
Litigation. |
32 | ||
|
6.15 |
Labor Disputes. |
32 | ||
|
6.16 |
Environmental Laws. |
32 | ||
|
6.17 |
No Violation of Law. |
34 | ||
|
6.18 |
No Default. |
34 | ||
|
6.19 |
ERISA Compliance. |
34 | ||
|
6.20 |
Taxes. |
34 | ||
|
6.21 |
Regulated Entities. |
35 | ||
|
6.22 |
Use of Proceeds; Margin Regulations. |
35 | ||
|
6.23 |
Copyrights, Patents, Trademarks and Licenses, etc. |
35 | ||
|
6.24 |
No Material Adverse Change. |
35 | ||
|
6.25 |
Full Disclosure. |
35 | ||
|
6.26 |
Material Agreements. |
35 | ||
|
6.27 |
Bank Accounts. |
36 | ||
|
6.28 |
Governmental Authorization. |
36 | ||
|
6.29 |
Tax Shelter Regulations. |
36 | ||
|
6.30 |
Designated Senior Debt, Etc. |
36 | ||
|
ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS |
36 | |||
|
7.1 |
Taxes and Other Obligations. |
36 | ||
|
7.2 |
Legal Existence and Good Standing. |
37 | ||
|
7.3 |
Compliance with Law and Agreements; Maintenance of Licenses. |
37 | ||
ii
|
Section |
Page | |||
|
7.4 |
Maintenance of Property; Inspection of Property. |
37 | ||
|
7.5 |
Insurance. |
37 | ||
|
7.6 |
Insurance and Condemnation Proceeds. |
38 | ||
|
7.7 |
Environmental Laws. |
38 | ||
|
7.8 |
Compliance with ERISA. |
39 | ||
|
7.9 |
Mergers, Consolidations or Sales. |
|
End of Preview |
Home Intelligence Services Subscriptions News About Us