EXHIBIT 2.1 PURCHASE AND SALE AGREEMENT THIS AGREEMENT (this "Agreement"), made as of the Effective Date (as defined in paragraph 28 below), by and between RAYONIER INC., a North Carolina corporation (hereinafter referred to as "Purchaser"), and...Purchase and Sale Agreement • November 10th, 1999 • Jsce Inc • Paperboard mills • Alabama
among JEFFERSON SMURFIT CORPORATION, JEFFERSON SMURFIT CORPORATION (U.S.), JSCE, INC.,Credit Agreement • April 17th, 1998 • Jsce Inc • Paperboard mills • New York
WITNESSETH:Agreement • April 17th, 1998 • Jsce Inc • Paperboard mills • New York
EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT Dated May 23, 2003Registration Rights Agreement • June 12th, 2003 • Jsce Inc • Paperboard mills • New York
Exhibit 10.5(f) AMENDMENT NO. 5, WAIVER AND AGREEMENT dated as of March 28, 2001 (this "Amendment"), to the Amended and Restated Credit Agreement dated as of November 18, 1998, as amended (the "Credit Agreement"), among Jefferson Smurfit Corporation...Waiver and Agreement • April 25th, 2001 • Jsce Inc • Paperboard mills • New York
Indenture Dated as of May 23, 2003 7.5% Senior Notes due 2013 CROSS-REFERENCE TABLERegistration Rights Agreement • June 12th, 2003 • Jsce Inc • Paperboard mills • New York
DATE AMOUNT ---- ------ June 30, 2003 $225,000,000 September 30, 2003 $225,000,000 December 31, 2003 $225,000,000 March 31, 2004 $250,000,000 June 30, 2004 $250,000,000 September 30, 2004 $250,000,000 December 31, 2004 $250,000,000 March 31, 2005 and...Credit Agreement • July 1st, 2003 • Jsce Inc • Paperboard mills • New York
AGREEMENT AGREEMENT, dated as of March 24, 1998 by and between Jefferson Smurfit Corporation (U.S.), a Delaware corporation having an office at Jefferson Smurfit Centre, 8182 Maryland Avenue, St. Louis, Missouri 63105 (as successor to a merger with...Agreement • April 17th, 1998 • Jsce Inc • Paperboard mills • New York
EXHIBIT 10.6(b) AMENDMENT TO ALLOCATION POLICIES AND PROCEDURES FOR FERNANDINA BEACH, FLORIDA MILL UNDER THE OPERATING AGREEMENT BY AND AMONG CONTAINER CORPORATION OF AMERICA N/K/A JEFFERSON SMURFIT CORPORATION (U.S.) AND SMURFIT PAPERBOARD, INC. THIS...Jsce Inc • April 17th, 1998 • Paperboard mills
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. JEFFERSON SMURFIT CORPORATION (U.S.)
JEFFERSON SMURFIT CORPORATION (U.S.), as Issuer JSCE, INC., as Guarantor and THE BANK OF NEW YORK, as Trustee Indenture Dated as of September 26, 2002 81/4% Senior Notes due 2012Jsce Inc • November 8th, 2002 • Paperboard mills • New York
INDENTURE, dated as of September 26, 2002, among JEFFERSON SMURFIT CORPORATION (U.S.), a Delaware corporation (the "Company"), JSCE, INC., a Delaware corporation (the "Guarantor"), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the "Trustee").
REGISTRATION RIGHTS AGREEMENT Dated September 10, 2002 among JEFFERSON SMURFIT CORPORATION (U.S.), JSCE, INC. and MORGAN STANLEY & CO. INCORPORATED BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. J.P. MORGAN SECURITIES INC. SALOMON SMITH...Registration Rights Agreement • November 8th, 2002 • Jsce Inc • Paperboard mills • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into on September 10, 2002, among Jefferson Smurfit Corporation (U.S.), a Delaware corporation (the "Company"), JSCE, Inc., a Delaware corporation and the sole stockholder of the Company (the "Guarantor"), and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Salomon Smith Barney Inc., Banc One Capital Markets, Inc., BNY Capital Markets, Inc., Credit Lyonnais Securities (USA) Inc., Credit Suisse First Boston Corporation, Dresdner Kleinwort Wasserstein—Grantchester, Inc., Scotia Capital (USA) Inc., SG Cowen Securities Corporation and Wachovia Securities, Inc. (each a "Placement Agent" and, collectively, the "Placement Agents").
QuickLinks -- Click here to rapidly navigate through this documentCredit Agreement • May 10th, 2004 • Jsce Inc • Paperboard mills • New York
AMENDMENT NO. 2 and WAIVER dated as of March 31, 2004 (this "Amendment"), to the THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 26, 2002 (as amended by Amendment No. 1 dated as of June 30, 2003, the "Credit Agreement"), among Jefferson Smurfit Corporation (U.S.), a Delaware corporation (the "Borrower"); Smurfit-Stone Container Corporation, a Delaware corporation ("SSCC"); JSCE, Inc., a Delaware corporation ("JSCE"); the Lenders (as defined in the Credit Agreement); the Managing Agents (as defined in the Credit Agreement); the Fronting Banks (as defined in the Credit Agreement); JPMorgan Chase Bank, a New York banking corporation formerly known as The Chase Manhattan Bank ("JPMorgan"), and Deutsche Bank Trust Company Americas, a New York banking corporation formerly known as Bankers Trust Company ("DB"), as senior managing agents (in such capacity, the "Senior Managing Agents") for the Lenders; and JPMorgan, as administrative agent (in such capacity, the "Administrati
