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Exhibit 10.2
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT
THIS SECOND AMENDMENT (the "AMENDMENT"), dated as of January 31, 2003,
is entered into between Packaging Receivables Company, LLC, a Delaware limited
liability company (the "BORROWER"), Packaging Credit Company, LLC, a Delaware
limited liability company (the "SERVICER"), Blue Ridge Asset Funding Corporation
("BLUE RIDGE"), as a Lender and Wachovia Bank National Association ("WACHOVIA"),
as Agent and a Lender;
WITNESSETH:
WHEREAS, the Borrower, the Servicer, Blue Ridge and Wachovia have
heretofore executed and delivered a Credit and Security Agreement, dated as of
November 29, 2000 (as amended, supplemented or otherwise modified through the
date hereof, the "CREDIT AGREEMENT"),
WHEREAS, the parties hereto desire to amend the Credit Agreement as
provided herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree that
the Credit Agreement shall be and is hereby amended as follows:
(a) Section 4.2 of the Credit Agreement shall be amended by adding the
following sentence after subsection (h) thereof:
"For avoidance of doubt, any interpretation of accounting
Research Bulletin No. 51 by the Financial Accounting
Standards Board which becomes applicable to the Liquidity
Banks shall constitute a Regulatory Change subject to this
Section 4.2."
(b) Clause (h) of the defined term "ELIGIBLE RECEIVABLE" appearing in
Annex A to the Credit Agreement is hereby amended by adding the following
language at the end thereof:
"; PROVIDED FURTHER, that the applicability of any Rebate
Amount shall not preclude a Receivable from being an
Eligible Receivable;"
(c) The defined term "OBLIGOR CONCENTRATION LIMIT" appearing in Annex A to
the Credit Agreement is hereby amended by inserting "(PROVIDED that the Servicer
may deduct from such Receivables the Unpaid Balance of Receivables of an Obligor
and its affiliated Obligors that the Servicer can specifically identify as not
being Eligible Receivables)," after the parenthetical "(if any)" appearing in
the second line thereof.
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(d) The following definitions shall be added to Annex A in alphabetical
order as follows:
"REBATE AMOUNT" means, at any date, the accrued amount
carried in the Originator's records for rebates and
allowances that have been earned and are payable by it to
Obligors pursuant to the Originator's "volume rebate
program" (or other similar rebate and allowance programs
of the Obligor from time to time in effect), in which
entitlement to such rebate or allowance is earned by an
Obligor upon the purchase of a specified aggregate volume
(as mutually agreed by such Obligor and the Originator) of
merchandise or services from the Originator within a
specified period of time (as mutually agreed by such
Obligor and the Originator).
"VOLUME REBATE RESERVE" means, at any time, the aggregate
Rebate Amounts carried in the Originator's records as of
the last day of the most recent Settlement Period."
(e) The defined term "REQUIRED RESERVE" appearing in Annex A to the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"REQUIRED RESERVE" means, on any day during a Settlement
Period, an amount equal to the sum of (1) the product of
(A) the greater of (i) 12% and (ii) the sum of (v) the
Loss Reserve, (w) the Dilution Reserve, (x) the Interest
Reserve, and (y) the Servicing Reserve (in each case, as
of the immediately preceding Settlement Date) times (B)
the Net Pool Balance on such day and (2) the Volume Rebate
Reserve."
(f) The defined term "DILUTION" appearing in Annex A to the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"DILUTION" means the reduction or cancellation of the
Unpaid Balance of a Receivable as described in SECTION
3.4(a) excluding Rebate Amounts."
SECTION 2. This Amendment shall become effective on the date the Agent
has received counterparts hereof executed by the Borrower, the Servicer, Blue
Ridge and Wachovia and consented to in writing by the Performance Guarantor.
SECTION 3. This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.
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SECTION 4. Except as specifically provided above, the Credit Agreement
and the other Transaction Documents shall remain in full force and effect and
are hereby ratified and confirmed in all respects. The execution, delivery, and
effectiveness of this Amendment shall not operate as a waiver of any right,
power, or remedy of the Agent or the Lender under the Credit Agreement or any of
the other Transaction Documents, nor constitute a waiver or modification of any
provision of any of the other Transaction Documents. All defined terms used
herein and not defined herein shall have the same meaning herein as in the
Credit Agreement. The Borrower agrees to pay on demand all costs and expenses
(including reasonable fees and expenses of counsel and for rating agency review)
of or incurred by the Agent and each Purchaser Agent in connection with the
negotiation, preparation, execution and delivery of this Amendment.
SECTION 5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF
LAW.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.
PACKAGING RECEIVABLES COMPANY, LLC
By: /s/ Darla J. Olivier
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Name Printed: Darla J. Olivier
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Title: Assistant Secretary
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BLUE RIDGE ASSET FUNDING CORPORATION
WACHOVIA SECURITIES, INC., AS
ATTORNEY-IN-FACT
By:
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Name Printed:
------------------------
Title:
-------------------------------
PACKAGING CREDIT COMPANY, LLC,
as Servicer
By: /s/ Darla J. Olivier
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Name Printed: Darla J. Olivier
----------------
Title: Assistant Secretary
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WACHOVIA BANK NATIONAL ASSOCIATION,
as Agent and a Lender
By:
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Name Printed:
------------------------
Title:
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Consented to as of the date first above written:
PACKAGING CORPORATION OF AMERICA
By:
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Name Printed: Pamela A. Barnes
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Title: Treasurer
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.
PACKAGING RECEIVABLES COMPANY, LLC
By:
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Name Printed:
------------------------
Title:
-------------------------------
BLUE RIDGE ASSET FUNDING CORPORATION
WACHOVIA SECURITIES, INC., AS
ATTORNEY-IN-FACT
By: /s/ Douglas R. Wilson
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Name Printed: DOUGLAS R. WILSON, SR.
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Title: VICE PRESIDENT
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PACKAGING CREDIT COMPANY, LLC,
as Servicer
By:
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Name Printed:
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Title:
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WACHOVIA BANK NATIONAL ASSOCIATION,
as Agent and a Lender
By:
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Name Printed:
------------------------
Title:
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Consented to as of the date first above written:
PACKAGING CORPORATION OF AMERICA
By:
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Name Printed:
------------------------
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.
PACKAGING RECEIVABLES COMPANY, LLC
By:
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Name Printed:
--------------------------
Title:
---------------------------------
BLUE RIDGE ASSET FUNDING CORPORATION
By:
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Name Printed: Wachovia Securities, Inc.
Title: Attorney-in-fact
PACKAGING CREDIT COMPANY, LLC,
as Servicer
By:
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Name Printed:
--------------------------
Title:
---------------------------------
WACHOVIA BANK NATIONAL ASSOCIATION,
as Agent and a Lender
By: /s/ Kenny Karpowicz
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Name Printed: Kenny Karpowicz
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Title: Vice President
---------------------------------
Consented to as of the date first above written:
PACKAGING CORPORATION OF AMERICA
By:
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Name Printed:
--------------------------
Title:
---------------------------------
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Title: Treasurer
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