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Exhibit 10.3
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT
THIS THIRD AMENDMENT (the "AMENDMENT"), dated as of September 30, 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:
SECTION 1. (a) Section 1.5 of the Credit Agreement shall be amended by
deleting "AND" at the end of clause (b), inserting "; AND" at the end of clause
(c) and adding a new clause (d) as follows:
(d) AMORTIZATION OPTION / ADDITIONAL INTEREST
OPTION UPON OCCURRENCE OF CERTAIN EVENTS. (i) Upon the
occurrence of a Change in Control or an event prohibited
by Section 7.3(k), the Agent shall have the right (a) to
declare that a Termination Date has occurred, whereupon
the Aggregate Commitment shall terminate and all
Collections shall be allocated and distributed pursuant to
Section 3.2(b) hereof (the "AMORTIZATION OPTION") or (b)
to require the Borrower to pay additional interest of 2.0%
per annum on the principal amount of any Loan (the
"ADDITIONAL INTEREST OPTION"). Within 10 days following
any Change in Control or the occurrence of, or public
announcement of its entering into a contractual agreement
that, when consummated will result in, an event prohibited
by Section 7.3(k), the Borrower will deliver a notice (the
"AMORTIZATION NOTICE") to the Agent describing the
transaction or transactions that constitute a Change in
Control or such event, and, within 10 days of receipt of
the Amortization Notice, if the Agent has elected the
Amortization Option or the Additional Interest Option, the
Agent shall deliver a notice (the "ELECTION NOTICE") to
the Borrower informing the Borrower of such election. If
the Agent elects the Amortization Option, then on or prior
to the date which is the earlier of (x) 45
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days after the receipt by the Borrower of the Election
Notice with respect to a Change in Control or the event
prohibited by Section 7.3(k) or (y) the date of occurrence
of the Change in Control or the event prohibited by
Section 7.3(k), the Agent shall allocate and distribute
all Collections pursuant to Section 3.2(b) hereof and on
the earlier of (1) the date of such distribution and (2)
the later of the dates referred to in clauses (x) and (y)
above, the Aggregate Commitment shall automatically
terminate. If the Agent elects the Additional Interest
Option, then, from the date of the occurrence of such
Change in Control or event prohibited by Section 7.3(k),
the Borrower shall pay interest on the principal amount of
any Loan at a rate per annum equal at all times to 2.0%
per annum above the rate per annum required to be paid on
such Loan pursuant to Section 1.3.
(ii) Upon the occurrence of a Credit Event, the
Agent shall have the right (a) to declare that a
Termination Date has occurred, whereupon the Aggregate
Commitment shall terminate and all Collections shall be
allocated and distributed pursuant to Section 3.2(b)
hereof (the "CREDIT EVENT AMORTIZATION OPTION") or(b) to
require the Borrower to pay additional interest of 2.0%
per annum on the principal amount of any Loan (the
"ADDITIONAL INTEREST OPTION"). Within 10 days of the
occurrence of a Credit Event, the Borrower will deliver a
notice (the "CREDIT EVENT AMORTIZATION NOTICE") to the
Agent describing such event. Promptly after the occurrence
of the Credit Event, the Agent will elect the Credit Event
Amortization Option or the Additional Interest Option, and
the Agent shall deliver a notice (the "CREDIT EVENT
ELECTION NOTICE") to the Borrower informing the Borrower
of such election If the Agent elects the Credit Event
Amortization Option, then on the date of delivery of the
Credit Event Notice, the Agent shall allocate and
distribute all Collections pursuant to Section 3.2(b)
hereof and on the earlier of (1) the date of such
distribution and (2) the date the Borrower receives the
Credit Event Election Notice, the Aggregate Commitment
shall automatically terminate. If the Agent elects the
Additional Interest Option, then, from the date of the
occurrence of such Credit Event, the Borrower shall pay
interest on the principal amount of any Loan at a rate per
annum equal at all times to 2.0% per annum above the rate
per annum required to be paid on such Loan pursuant to
Section 1.3.
(b) Section 7.1(f) of the Credit Agreement is hereby amended by deleting
the reference to "SECTION 6.1(n)" appearing therein and replacing it with
"SECTION 6.1(m)."
(c) The last paragraph of Section 7.2 of the Credit Agreement is hereby
amended in its entirety and as so amended shall read as follows:
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Notwithstanding anything herein to the contrary, as
long as the Agent is a party to the Five Year Credit
Agreement, the Borrower shall be deemed to be in
compliance with Section 7.2(a)(i), 7.2(b)(i) and 7.2(c) to
the extent the Performance Guarantor is in compliance with
Section 5.01 of the Five Year Credit Agreement.
(d) Section 7.3(j) of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
(j) NAME CHANGE, OFFICES. The Borrower will not
change its state of organization or its name or identity
unless it shall have: (i) given the Agent at least 15
Business Days' prior written notice thereof and (ii) prior
to effectiveness of such change, delivered to the Agent
all financing statements, instruments and other documents
requested by the Agent in connection with such change.
(e) Section 8.5(a)(i) of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
(i) upon the request of the Agent, file such
financing or continuation statements, or amendments
thereto or assignments thereof, and such other instruments
or notices, as may be necessary or appropriate, in
accordance with the terms of this Agreement;
(f) Section 8.5(b) of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
(b) ADDITIONAL FINANCING STATEMENTS; CONTINUATION
STATEMENTS; PERFORMANCE BY AGENT. The Borrower hereby
authorizes the Agent or its designee to file one or more
financing or continuation statements, and amendments
thereto and assignments thereof, relative to all or any of
the Collateral now existing or hereafter arising in the
name of the Borrower. If the Borrower fails to perform any
of its agreements or obligations under this Agreement, the
Agent or its designee may (but shall not be required to)
itself perform, or cause performance of, such agreement or
obligation, and the reasonable expenses of the Agent or
its designee incurred in connection therewith shall be
payable by the Borrower as provided in Section 14.5.
(g) Section 10.1(a)(ii) of the Credit Agreement is hereby amended by
deleting the reference to "TWO" and replacing it with "THREE."
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(h) Clauses (j) and (k) of Section 10.1 of the Credit Agreement are hereby
amended in their entirely and as so amended shall read as follows:
(j) [RESERVED]
(k) [RESERVED]
(i) Clause (m) of Section 10.1 of the Credit Agreement is hereby amended
by deleting "OR THE RELATED ASSETS DESCRIBED IN CLAUSES (b), (d) OR (e) OF THE
DEFINITION THEREOF."
(j) Clause (o) of Section 10.1 of the Credit Agreement is hereby amended
in its entirety and as so amended shall read as follows:
(o) The Performance Guarantor or any of its ERISA
Affiliates shall incur, or shall be reasonably likely to
incur liability in excess of $25,000,000 in the aggregate
as a result of one or more of the following: (i) the
occurrence of any ERISA Event; (ii) the partial or
complete withdrawal of the Performance Guarantor or any of
its ERISA Affiliates from a Multiemployer Plan; or (iii)
the reorganization or termination of a Multiemployer Plan;
(k) The following sentences are hereby added to the end of Section
12.1(b):
In addition, Blue Ridge may assign all or a portion
of its rights and obligations hereunder to another person
if such Person (i) is a corporation whose principal
business is the financing of financial assets, (ii) has
Wachovia as its administrative agent and (iii) issues
commercial paper with credit ratings substantially
identical to the ratings applicable to the commercial
paper of Blue Ridge. Blue Ridge shall promptly notify each
party hereto of any such assignment.
(l) Sub-clauses (i) and (ii) of Section 12.1(c) of the Credit Agreement
are amended in their entirety and as amended shall read as follows:
(c) In addition to, and not in limitation of,
assignments and participations described in Section
12.1(b):
(i) in the event that any Liquidity Bank
becomes a Downgraded Liquidity Bank, such
Downgraded Liquidity Bank shall give prompt
written notice of its Downgrading Event to the
Agent and to the Borrower, whereupon the Agent
may identify an Eligible Assignee acceptable
to the Borrower (which acceptance shall not be
unreasonably withheld or delayed) and the
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Downgraded Liquidity Bank shall promptly
assign its rights and obligations to the
Eligible Assignee designated by the Agent
against payment in full of its Obligations;
(ii) each of the Lenders may assign all or
any portion of its Loans and, if applicable,
its Commitment under this Agreement to any
Eligible Assignee acceptable to the Borrower
(which acceptance shall not be unreasonably
withheld or delayed); and
(m) Section 12.2(a) of the Credit Agreement is amended in its entirety and
as amended shall read as follows:
SECTION 12.2. RIGHTS OF ASSIGNEES AND PARTICIPANTS.
(a) Upon the assignment by a Lender in accordance with
Section 12.1(b) or (c), the Eligible Assignee(s)
acceptable to the Borrower receiving such assignment shall
have all of the rights of such Lender with respect to the
transaction Documents and the Obligations (or such portion
thereof as has been assigned).
(n) Clause (b) of the defined term "CHANGE IN CONTROL" appearing in Annex
A of the Credit Agreement is hereby amended in its entirety and as so amended
shall read as follows:
(b) (i) any Person or two or more Persons acting in
concert other than the Principal shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of
the Securities and Exchange Commission under the
Securities Exchange Act of 1934), directly or indirectly,
of Voting Stock of the Performance Guarantor (or other
securities convertible into such Voting Stock)
representing more of the combined voting power of all
Voting Stock or the Performance Guarantor than that owned,
directly or indirectly, by the Principal; or (ii) any
Person or two or more Persons acting in concert other than
the Principal shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of
1934), directly or indirectly, of Voting Stock of the
Performance Guarantor (or other securities convertible
into such Voting Stock) representing 50% or more of the
combined voting power of all Voting Stock of the
Performance Guarantor; or (iii) during any period of up to
12 consecutive months, commencing after the date of this
Agreement, individuals who at the beginning of such
12-month period were directors of the Performance
Guarantor shall cease for any reason (other than due to
death or disability) to constitute a majority of the board
of directors of the Performance
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Guarantor (except to the extent that individuals who at
the beginning of such 12-month period were replaced by
individuals (x) elected by a majority of the remaining
members of the board of directors of the Performance
Guarantor or (y) nominated for election by a majority of
the remaining members of the board of directors of the
Performance Guarantor and thereafter elected as directors
by the shareholders of the Performance Guarantor); or (iv)
any Person or two or more Persons acting in concert shall
have acquired by contract or otherwise, or shall have
entered into a contract or arrangement that, upon
consummation, will result in its or their acquisition of
the power to exercise, directly or indirectly, a
controlling influence over the management or policies of
the Performance Guarantor; or (v) a "CHANGE IN CONTROL" or
similar event shall occur as provided in any instrument or
agreement governing Indebtedness of the Performance
Guarantor, to the extent the outstanding principal amount
of the Indebtedness outstanding thereunder exceeds
$25,000,000.
(o) The defined term "ERISA AFFILIATE" appearing in Annex A of the Credit
Agreement is hereby amended in its entirety and as so amended shall read as
follows:
"ERISA AFFILIATE" means any Person that for purposes
of Title IV of ERISA is a member of the Performance
Guarantor's controlled group, or under common control with
the Performance Guarantor, within the meaning of Section
414 of the Internal Revenue Code.
(p) The defined term "ERISA EVENT" appearing in Annex A of the Credit
Agreement is hereby amended in its entirety and as so amended shall read as
follows:
"ERISA EVENT" means (a) (i) the occurrence of a
reportable event, within the meaning of Section 4043 of
ERISA, with respect to any Plan unless the 30-day notice
requirement with respect to such event has been waived by
the PBGC, or (ii) the requirements of subsection (1) of
Section 4043(b) of ERISA (without regard to subsection (2)
of such Section) are met with respect to a contributing
sponsor, as defined in Section 4001(a)(13) of ERISA, of a
Plan, and an event described in paragraph (9), (10), (11),
(12) or (13) of Section 4043(c) of ERISA is reasonably
expected to occur with respect to such Plan within the
following 30 days; (b) the application for a minimum
funding waiver with respect to a Plan; (c) the provision
by the administrator of any Plan of a notice of intent to
terminate such Plan pursuant to Section 4041(a)(2) of
ERISA (including any such notice with respect to a plan
amendment referred to in Section 4041(e) of ERISA); (d)
the cessation of operations at a facility of the
Performance Guarantor
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or any ERISA Affiliate in the circumstances described in
Section 4062(e) of ERISA; (e) the withdrawal by the
Performance Guarantor or any ERISA Affiliate from a
Multiple Employer Plan during a plan year for which it was
a substantial employer, as defined in Section 4001(a)(2)
of ERISA; (f) the conditions for the imposition of a lien
under Section 302(f) of ERISA shall have been met with
respect to any Plan; (g) the adoption of an amendment to a
Plan requiring the provision of security to such Plan
pursuant to Section 307 of ERISA; or (h) the institution
by the PBGC of proceedings to terminate a Plan pursuant to
Section 4042 of ERISA, or the occurrence of any event or
condition described in Section 4042 of ERISA that
constitutes grounds for the termination of, or the
appointment of a trustee to administer, a Plan.
(q) The following defined term is hereby added to Annex A of the Credit
Agreement in the appropriate alphabetical order:
"FIVE YEAR CREDIT AGREEMENT" means that certain Five
Year Credit Agreement dated as of July 21, 2003, among
Packaging Corporation of America, as Borrower, the Initial
Lenders named therein, Citicorp North America, Inc., as
Syndication Agent, JPMorgan Chase Bank, as Administrative
Agent and Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc., as Arrangers.
(r) The defined term "MULTIEMPLOYER PLAN" appearing in Annex A to the
Credit Agreement is hereby amended in its entirety and as so amended shall read
as follows:
"MULTIEMPLOYER PLAN" means a multiemployer plan, as
defined in Section 4001(a)(3) of ERISA, to which the
Performance Guarantor or any ERISA Affiliate is making or
accruing an obligation to make contributions, or has
within any of the preceding five plan years made or
accrued an obligation to make contributions.
(s) The defined term "PLAN" appearing in Annex A to the Credit Agreement
is hereby amended in its entirety and as so amended shall read as follows:
"PLAN" means a Single Employer Plan or a Multiple
Employer Plan.
(t) The defined term "SENIOR CREDIT AGREEMENT" appearing in Annex A to the
Credit Agreement is hereby deleted in its entirety.
(u) All references to "SENIOR CREDIT AGREEMENT" appearing in the Credit
Agreement shall now read as "FIVE YEAR CREDIT AGREEMENT".
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(v) The following new definition term is hereby added to Annex A in the
correct alphabetical order:
"MULTIPLE EMPLOYER PLAN" means a single employer
plan, as defined in Section 4001(a)(15) of ERISA, that (a)
is maintained for employees of the Performance Guarantor
or any ERISA Affiliate and at least one Person other than
the Performance Guarantor and the ERISA Affiliates or (b)
was so maintained and in respect of which the Performance
Guarantor or any ERISA Affiliate could have liability
under Section 4064 or 4069 of ERISA in the event such plan
has been or were to be terminated.
SECTION 2. This Amendment shall become effective on the date the Agent
has received (i) counterparts hereof executed by the Borrower, the Servicer,
Blue Ridge and Wachovia and consented to in writing by the Performance Guarantor
and (ii) a $10,000 amendment fee payable to the Agent.
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.
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
By: WACHOVIA CAPITAL MARKETS, LLC
ATTORNEY-IN-FACT
By:
------------------------------------
Name Printed:
------------------------
Title:
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PACKAGING CREDIT COMPANY, LLC,
as Servicer
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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WACHOVIA BANK NATIONAL ASSOCIATION,
as Agent and a Lender
By:
----------------------------------------
Name Printed:
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Title:
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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:
----------------------------------------
Name Printed:
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Title:
-----------------------------------
BLUE RIDGE ASSET FUNDING CORPORATION
By: WACHOVIA CAPITAL MARKETS, LLC
ATTORNEY-IN-FACT
By: /s/ Douglas R. Wilson
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Name Printed: DOUGLAS R. WILSON, SR.
------------------------
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:
-----------------------------------
WACHOVIA BANK NATIONAL ASSOCIATION,
as Agent and a Lender
By:
----------------------------------------
Name Printed:
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Title:
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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:
----------------------------------------
Name Printed:
----------------------------
Title:
-----------------------------------
BLUE RIDGE ASSET FUNDING CORPORATION
By: WACHOVIA CAPITAL MARKETS, LLC
ATTORNEY-IN-FACT
By:
------------------------------------
Name Printed:
------------------------
Title:
-------------------------------
PACKAGING CREDIT COMPANY, LLC,
as Servicer
By:
----------------------------------------
Name Printed:
----------------------------
Title:
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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
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Consented to as of the date first above written:
PACKAGING CORPORATION OF AMERICA
By: /s/ Pamela A. Bames
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Name Printed: Pamela A. Bames
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Title: Treasurer
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