AMENDED BOARD PURCHASE AGREEMENT
THIS AMENDED BOARD PURCHASE AGREEMENT (the "Agreement") is made as of
January 4, 1988 by and among GEORGIA KRAFT COMPANY, a Delaware corporation (the
"Company"), THE MEAD CORPORATION, an Ohio corporation ("Mead"), and INLAND
CONTAINER CORPORATION, a Delaware corporation ("Inland"), being the successor in
interest to the Indiana corporation of the same name, under the following
circumstances:
A. Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), owns
all of the issued and outstanding capital stock of Inland Container
Corporation I, a Delaware corporation ("Inland I").
B. Inland I owns all of the issued and outstanding capital stock of
Inland.
C. Inland owns all of the issued and outstanding capital stock of GK
Texas Holding Company, a Delaware corporation ("Texas Holding").
D. Concurrently, the closing under the Agreement dated as of December
31, 1987 (the "Split-up Agreement") among the Company, Mead, Temple-Inland,
Inland I, Inland, Texas Holding and Mead Coated Board, Inc. ("Coated
Board"), a wholly-owned subsidiary of the Company, is occurring pursuant to
which the Company is transferring all of the shares of capital stock of
Coated Board to Mead in exchange for all of the shares of capital stock of
the Company owned by Mead. As a result of the transactions provided for in
the Split-up Agreement, the Company will be an indirect wholly-owned
subsidiary of Temple-Inland and Coated Board will be a wholly-owned
subsidiary of Mead.
E. The Company, in connection with various industrial development
revenue bond financings, has entered into the various financing agreements,
including agreements of sale, lease agreements, loan agreements and other
agreements, listed on Appendix A (such agreements are hereinafter referred
to collectively as the "IDR Bond Documents").
F. The parties hereto entered into the Amended Board Purchase
Agreement dated as of December 15, 1971, as heretofore amended and restated
from time to time (the "Prior Agreement").
G. The parties hereto desire to enter into this Agreement to modify
the Prior Agreement to reflect the transactions described in paragraph E
above as required by the Split-up Agreement.
NOW, THEREFORE, the Company, Mead and Inland agree as follows:
ARTICLE ONE
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Amended Board Purchase Agreement
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The Amended Board Purchase Agreement among the parties hereto dated as
of November 21, 1986, as amended by an Amendment dated as of September 1, 1987,
is amended and restated in its entirety by this Agreement.
ARTICLE TWO
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Term of Agreement
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The term of this Agreement shall extend from the date hereof until the
earlier of (a) December 1, 2015 or (b) the expiration of all of the Company's
obligations in connection with the IDR Bond Documents.
ARTICLE THREE
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Cash Deficiency Payments
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Until all rentals, loan and installment payments and other payments payable
under the IDR Bond Documents have been paid in full, a computation of the
Company's aggregate Cash Balance (as defined herein) shall be made two days
prior to each payment date (or, if not practical prior thereto, prior to the
close of business on the actual payment date) required under each of the IDR
Bond Documents, provided that in computing any such Cash Balance there shall be
excluded cash allocated on the books of the Company for property additions or
for the acquisition of timber rights. In the event that such computation shows
an aggregate Cash Balance which is less than the total amount of interest and
principal payments due upon any debt of the Company on the next succeeding
payment date, including without limitation thereto, the rental, loan and
installment payments and other payments due under the IDR Bond Documents, on the
next succeeding payment date (the difference between such aggregate Cash Balance
and such total amount due being hereinafter called the "Cash Deficiency"), Mead
and Inland shall, not later than the close of
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business on the date prior to the next succeeding payment date (or, if not
practical prior thereto, as soon as possible, but in no event later than the
close of business on the actual payment date), each make a payment to the
Company, such payment by each of Mead and Inland to be equal to one-half of the
Cash Deficiency.
The term "Cash Balance" as used in this Article Three shall be deemed to
include, except when the calculation of a Cash Deficiency is made on an actual
payment date, the market value of any property convertible into cash not later
than the second business date after the date upon which a computation is made
pursuant to the foregoing portion of this Article Three.
ARTICLE FOUR
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Non-Waiver
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It is mutually agreed that the failure of any parties to this Agreement to
insist in any one or more instances upon strict performance of any of the
provisions of this Agreement, or to take advantage of any of its rights
hereunder, shall not be construed as a waiver of any such provision or the
relinquishment of any such rights, but the same shall continue and remain in
full force and effect.
ARTICLE FIVE
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Effect of Receivership or Bankruptcy
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In the event either Inland, Mead or the Company shall, through voluntary or
involuntary action, be placed in the hands of a receiver in equity, trustee in
bankruptcy, trustee in reorganization, or other similar statutory or judicial
officer, then, and in that event, such officer shall have no right to disaffirm
the obligations undertaken by such party herein; it being the intent hereof that
such officer so appointed in such proceeding shall be bound by the obligations
of this Agreement in the same manner as the party he represents.
ARTICLE SIX
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Obligations of Mead and Inland
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The obligations of Mead and Inland hereunder shall be several and not
joint, and nothing herein shall obligate either Mead or Inland to be responsible
for the default of the other.
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ARTICLE SEVEN
Assignment
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Either Mead or Inland may assign this Agreement to any corporation
formed by consolidation of such party with another corporation or corporations,
or into which such party shall be merged, or to which substantially all the
property of such party shall be conveyed or transferred as an entirety (the
"Successor Corporation"), or to a trustee under any deed of trust mortgaging
and/or pledging all, or substantially all, of such party's plants and real
property. Upon any such transfer, all the terms and provisions of this Agreement
binding upon, or inuring to the benefit of, the party transferring the same
shall be binding upon, and inure to the benefit of, the Successor Corporation or
trustee, and their respective assigns, whether so expressed or not. Except as
above provided, this Agreement shall not be assignable or transferable by any
party without the consent in writing of the other parties hereto.
ARTICLE EIGHT
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Notices
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All notices to be given hereunder shall be deemed to be properly given
if, in the case of notices by one party they are addressed to the other two
parties at the following addresses:
Addressee Address
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"Company" Georgia Kraft Company
c/o Temple-Inland Inc.
303 South Temple Drive
Drawer N
Diboll, Texas 75941
Attention: Secretary, Georgia Kraft Company
"Inland" Inland Container Corporation
151 North Delaware
P. O. Box 925
Indianapolis, Indiana 46206
Attention: General Counsel
"Mead" The Mead Corporation
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
Attention: Secretary
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provided that all such notices shall be in writing and shall be mailed by
registered mail not later than the day upon which notice is required to be
given pursuant to the applicable term of this Agreement.
ARTICLE NINE
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Severability
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If any article, or lesser provision or clause, of this Agreement is
held invalid for any reason or for any purpose, such invalidity shall not affect
other articles, or lesser provisions or clauses of this Agreement, which can be
given effect without the invalid article or lesser provision and to this end the
article and lesser provisions or clauses, of this Agreement are declared to be
severable.
ARTICLE TEN
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Governing Law
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This Agreement shall be construed in accordance with the laws of the
State of Ohio.
EXECUTED by the parties hereto as of the day and year first above
written.
GEORGIA KRAFT COMPANY
/s/ Ben J. Lancashire
By: ____________________________________
Title: Chairman
INLAND CONTAINER CORPORATION
/s/ R. D. Ericson
By: ____________________________________
Title: Vice President
THE MEAD CORPORATION
/s/ E. M. Karter
By: ____________________________________
Title:
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GUARANTY
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The undersigned hereby irrevocably and unconditionally guaranties to
Georgia Kraft Company and to The Mead Corporation and to their respective
successors and assigns the due and prompt performance by Inland Container
Corporation of all of its obligations and duties imposed under the foregoing
Amended Board Purchase Agreement.
TEMPLE-INLAND INC.
/s/ Clifford J. Grum
By: _____________________________________
Title: PRESIDENT
Dated as of
January 4, 1988
GUARANTY
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The undersigned hereby irrevocably and unconditionally guaranties to
Georgia Kraft Company and to The Mead Corporation and to their respective
successors and assigns the due and prompt performance by Inland Container
Corporation of all of its obligations and duties imposed under the foregoing
Amended Board Purchase Agreement.
INLAND CONTAINER CORPORATION I
/s/ R. D. Ericson
By: _____________________________________
Title: SECRETARY
Dated as of
January 4, 1988
GUARANTY
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The undersigned hereby irrevocably and unconditionally guaranties to
Georgia Kraft Company and to The Mead Corporation and to their respective
successors and assigns the due and prompt performance by Inland Container
Corporation of all of its obligations and duties imposed under the foregoing
Amended Board Purchase Agreement.
GK TEXAS HOLDING COMPANY
/s/ M. Richard Warner
By: _____________________________________
Title: TREASURER
Dated as of
January 4, 1988
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APPENDIX A
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TAX-EXEMPT FINANCINGS
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A. $5,300,000 Development Authority of Floyd County Pollution Control Revenue
Bonds (Georgia Kraft Project), Series 1975
B. $3,000,000 The Industrial Development Board of the City of Phenix City,
Alabama Industrial Development Revenue Refunding Bonds (Georgia Kraft
Project), Series 1977
C. $1,000,000 Development Authority of Morgan County Industrial Revenue Bonds
(Georgia Kraft Company Project), Series 1978
D. $3,500,000 Development Authority of Morgan County Environmental Improvement
Revenue Bonds (Georgia Kraft Company Project), Series 1979
E. $14,000,000 Development Authority of Bibb County Environmental Improvement
Revenue Bonds (Georgia Kraft Company Project), Series 1979