EXHIBIT 4.2(b)
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AMENDMENT NO. 1, dated as of May 1, 2001 (this
"Amendment"), to the Credit Agreement dated as of May 31, 2000
(as amended, restated, supplemented or otherwise modified from
time to time, the "Agreement"), among Stone Container
Corporation, a Delaware corporation ("Stone"), St. Laurent
Paperboard Inc., a corporation amalgamated under the Canada
Business Corporations Act and a wholly owned subsidiary of Stone
("Canco" and, together with Stone, the "Borrowers"), the Lenders
(as defined in Article I of the Agreement), The Chase Manhattan
Bank, a New York banking corporation ("Chase") as Agent, Bankers
Trust Company, a New York banking corporation ("BTCo"), as
administrative agent for the Lenders (the "Administrative
Agent"), and as collateral agent for the Lenders (the
"Collateral Agent"), the Facing Agent (as defined in Article I
of the Agreement), and Deutsche Bank Canada, a Chartered Bank
pursuant to Schedule II of the Bank Act, as Canadian
administrative agent (the "Canadian Administrative Agent") for
the Revolving Lenders (as defined in Article I of the
Agreement)(capitalized terms used but not otherwise defined
herein shall have the meanings assigned to them in the
Agreement).
WHEREAS, pursuant to the terms and subject to the conditions
contained in the Agreement, the Lenders have extended, and have agreed to
extend, credit to the Borrowers; and
WHEREAS, the Borrower has requested that Section 4.15 of the
Agreement be modified in the manner provided for in this amendment, and the
Lenders are willing to amend the Agreement as requested by the Borrower,
subject to the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment. Section 4.15 of the Agreement is hereby
amended and restated in its entirety as set forth below:
"SECTION 4.15. Employee Benefit Plans. (a) Each Borrower and
their respective ERISA Affiliates is in compliance in all material
respects with the applicable provisions of ERISA and the Code and the
regulations and published interpretations thereunder. No Reportable Event
has occurred in respect of any Plan of either Borrower or any ERISA
Affiliate. The present value of all benefit liabilities of all
underfunded Plans (based on those assumptions used to fund each such Plan)
did not, as of the last annual valuation dates applicable thereto, exceed
the value of the assets of the Plans by an amount that could reasonably be
expected to result in a Material Adverse Effect. No Plan of either
Borrower or any ERISA Affiliate is reasonably likely to have an unfunded
benefit liability that could result in a Material Adverse Effect. Neither
Borrower nor any ERISA Affiliate has incurred any Withdrawal Liability
that could result in a Material
Adverse Effect. Neither Borrower nor any ERISA Affiliate has received any
notification that any Multiemployer Plan is in reorganization or has been
terminated within the meaning of Title IV of ERISA and no Multiemployer
Plan is reasonably expected to be in reorganization or to be terminated
where such reorganization or termination has resulted or could reasonably
be expected to result, through increases in the contributions required to
be made to such Plan or otherwise, in a Material Adverse Effect.
(b) The Canadian Pension Plans are duly registered under the ITA and
any other applicable laws which require registration, have been
administered in all material respects in accordance with the ITA and such
other applicable laws and no event has occurred which could reasonably be
expected to cause the loss of such registered status. All material
obligations of Canco and each of its Subsidiaries required to be performed
by Canco or its Subsidiaries in connection with the Canadian Pension Plans
and the funding agreements therefor have been performed on a timely basis.
As of the Closing Date, there are no outstanding disputes concerning the
assets of the Canadian Pension Plans or the Canadian Benefit Plans. No
promises of benefit improvements under the Canadian Pension Plans or the
Canadian Benefit Plans have been made except where such improvement could
not reasonably be expected to have a Material Adverse Effect. All
contributions or premiums required to be made or paid by Canco and each of
its Subsidiaries to the Canadian Pension Plans or the Canadian Benefit
Plans have been made on a timely basis in accordance with the terms of
such plans and all applicable laws. There have been no improper
withdrawals or applications of the assets of the Canadian Pension Plans or
the Canadian Benefit Plans. None of the Canadian Pension Plans or the
Canadian Benefit Plans has any unfunded actuarial liabilities or solvency
deficiencies (within the meaning of the Quebec Supplemental Pension Plans
Act) in an aggregate amount that could reasonably be expected to result in
a Material Adverse Effect."
SECTION 2. Representations and Warranties. To induce the other
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parties hereto to enter into this Amendment, each Borrower represents and
warrants to each of the Lenders, the Administrative Agent, the Agents, the
Facing Agent, the Collateral Agent and the Canadian Administrative Agent that,
after giving effect to this Amendment, (a) the representations and warranties
set forth in Article IV of the Agreement are true and correct in all material
respects on and as of the date hereof, except to the extent such representations
and warranties expressly relate to an earlier date, and (b) no Default or Event
of Default has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Amendment shall become
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effective on the date on which the Agents shall have received counterparts of
this Amendment that, when taken together, bear the Borrowers and the Required
Lenders signature.
SECTION 4. Effect of Amendment. Except as expressly set forth
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herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent, the Agents, the Facing Agent, the Collateral
Agent, the Canadian Administrative Agent, the Borrower or the Guarantors under
the Agreement or any other Loan Document, and shall not alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Agreement or any other Loan Document, all of which
are ratified and affirmed in all respects and shall continue in full force and
effect. Nothing herein shall be deemed to entitle the Borrowers or the
Guarantors to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Agreement or any other Loan Document in similar or different
circumstances.
SECTION 5. Counterparts. This Amendment may be executed in any
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number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts constitute but one and the same instrument. Delivery of
any executed counterpart of a signature page of this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Headings. The headings of this Amendment are for purposes
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of reference only and shall not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and year
first above written.
STONE CONTAINER CORPORATION,
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by
/s/ Richard P. Marra
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Name: Richard P. Marra
Title: Assistant Treasurer
ST. LAURENT PAPERBOARD INC.,
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by
/s/ Richard P. Marra
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Name: Richard P. Marra
Title: Assistant Treasurer
THE CHASE MANHATTAN BANK, in its
individual capacity and as an Agent,
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by
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Name:
Title:
BANKERS TRUST COMPANY, in its
individual capacity and as
Administrative Agent,
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by
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Name:
Title:
DEUTSCHE BANK CANADA, individually
and as Canadian Administrative
Agent,
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by
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Name:
Title:
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by
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Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 1
DATED AS OF MAY 1, 2001, TO THE
STONE CONTAINER CORPORATION/ST.
LAURENT PAPERBOARD INC. CREDIT
AGREEMENT DATED AS OF MAY 31, 2000
NAME OF INSTITUTION:
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by
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Name:
Title: