EXHIBIT 10.08
EXECUTION COPY
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Security Agreement") is entered into as
September 23, 2002 among (i) CARAUSTAR INDUSTRIES, INC. (the "Borrower"), (ii)
the Subsidiaries of the Borrower listed on the signature pages hereto or that
become parties hereto after the date hereof (individually a "Guarantor" and
collectively the "Guarantors"; together with the Borrower, individually an
"Obligor" and collectively the "Obligors") and (iii) BANK OF AMERICA, N.A., in
its capacity as collateral agent (in such, the "Collateral Agent") for the
Secured Parties (as defined below).
RECITALS
WHEREAS, pursuant to that certain Credit Agreement, dated as of
March 29, 2001 (as amended, modified, extended, renewed or replaced from time to
time, the "Credit Agreement"), among the Borrower, the Guarantors, the financial
institutions from time to time party thereto (the "Lenders") and Bank of
America, N.A. ("Bank of America"), as Administrative Agent, the Lenders have
agreed to make Loans and issue Letters of Credit upon the terms and subject to
the conditions set forth therein;
WHEREAS, the Borrower has executed that certain Guaranty
Agreement dated as of July 30, 1999 (as amended, modified, extended, renewed or
replaced from time to time, the "Premier Boxboard Guaranty") in favor of
SunTrust Bank (formerly known as SunTrust Bank, Atlanta; "SunTrust"), pursuant
to which the Borrower has guaranteed 50% of the obligations of Premier Boxboard
Limited LLC ("Premier Boxboard") under a certain revolving credit facility in
favor of Premier Boxboard and evidenced by the Credit Agreement referred to and
defined in the Premier Boxboard Guaranty (the "Premier Boxboard Credit
Agreement");
WHEREAS, the Borrower has executed that certain Second Amended
and Restated Parent Guaranty dated as of August 1, 1999 (as amended, modified,
extended, renewed or replaced from time to time, the "Standard Gypsum Guaranty")
in favor of Toronto Dominion (Texas), Inc., ("Toronto Dominion"), pursuant to
which the Borrower has guaranteed 50% of the obligations of Standard Gypsum,
L.L.C. ("Standard Gypsum") under a certain credit facility in favor of Standard
Gypsum and evidenced by the Loan Agreement referred to and defined in the
Standard Gypsum Guaranty (the "Standard Gypsum Loan Agreement");
WHEREAS, the Obligors are required to execute this Security
Agreement in consideration of, and as a condition precedent to the effectiveness
of, that certain Fourth Amendment to Credit Agreement dated as of the date
hereof among the Obligors, the Lenders party thereto and Bank of America, as
Administrative Agent;
WHEREAS, pursuant to the Premier Boxboard Guaranty, the Obligors
must permit SunTrust to share ratably in any liens granted for the benefit of
the Lenders;
WHEREAS, in connection with the Standard Gypsum Guaranty, the
Obligors have agreed to permit Toronto Dominion to share ratably in any liens
granted for the benefit of the Lenders and in any proceeds realized from the
sale or other disposition of any Collateral securing such liens; and
WHEREAS, Bank of America is acting as Collateral Agent for the
Secured Parties (as defined below) pursuant to the terms of this Security
Agreement.
NOW, THEREFORE, in consideration of these premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Definitions.
(a) Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement,
and the following terms which are defined in the Uniform Commercial Code
in effect in the State of North Carolina on the date hereof are used
herein as so defined: Accounts, As-Extracted Collateral, Chattel Paper,
Consumer Goods, Farm Products, Instrument, Inventory, Manufactured
Homes, Tangible Chattel Paper and Proceeds. For purposes of this
Security Agreement, the term "Lender" shall include any Affiliate of any
Lender which has entered into a Hedging Agreement with any Obligor.
(b) In addition, the following terms shall have the following
meanings:
"Documents": the collective reference to the Credit Agreement,
the Loan Documents, the Premier Boxboard Guaranty, the Standard Gypsum
Guaranty and any Hedging Agreements between an Obligor and a Lender or
an Affiliate of a Lender.
"Fully Satisfied": with respect to the Secured Obligations as of
any date, that, as of such date, (a) all principal of and interest
accrued to such date which constitute Secured Obligations shall have
been indefeasibly paid in full in cash, (b) all fees, expenses and other
amounts then due and payable which constitute Secured Obligations shall
have been indefeasibly paid in cash, (c) all outstanding letters of
credit shall have been (i) terminated and surrendered, (ii) fully cash
collateralized on terms reasonably satisfactory to (x) with respect to
Letters of Credit outstanding under the Credit Agreement, the Issuing
Lender and the Required Lenders and (y) with respect to any other letter
of credit, the issuer thereof, or (iii) secured by one or more letters
of credit on terms and conditions, and with one or more financial
institutions, reasonably satisfactory to (x) with respect to Letters of
Credit outstanding under the Credit Agreement, the Issuing Lender and
the Required Lenders and (y) with respect to any other letter of credit,
the issuer thereof, and (d) the relevant commitments shall have expired
or been terminated in full.
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"Required Secured Parties": at any date, any combination of
Secured Parties collectively holding more than sixty-six and two-thirds
percent (66-2/3%) of the aggregate unpaid principal amount of the
Secured Obligations at such time.
"Secured Obligations": with respect to the Collateral, all of the
following, whether now existing or hereafter incurred: (i) the prompt
performance and observance by each Obligor of all of its Obligations to
the Lenders under the Loan Documents, including, without limitation, (a)
all obligations consisting of principal of and interest on (including
interest accruing after the filing of any bankruptcy or similar
petition) the Loans, all fees, indemnities and other amounts arising
under any of the Loan Documents and all reimbursement obligations in
respect of Letters of Credit, (b) all guaranty obligations arising out
of Article X of the Credit Agreement and (c) all obligations arising
under any Hedging Agreements between any Obligor and any Lender, or any
Affiliate of a Lender, (ii) the prompt performance and observance by the
Borrower of all of its guaranty obligations to SunTrust under the
Premier Boxboard Guaranty, (iii) the prompt performance and observance
by the Borrower of all of its guaranty obligations to Toronto Dominion
under the Standard Gypsum Guaranty and (iv) all other indebtedness,
liabilities and obligations of any kind or nature, now existing or
hereafter arising, owing from any Obligor to any Secured Party or the
Collateral Agent under any of the Documents, howsoever evidenced,
created, incurred or acquired, whether primary, secondary, direct,
contingent, or joint and several, and all obligations and liabilities
incurred in connection with collecting and enforcing the Secured
Obligations.
"Secured Parties" : the collective reference to (i) the Lenders
and any Affiliate of a Lender that has entered into a Hedging Agreement,
(ii) SunTrust and (iii) Toronto Dominion, as administrative agent, and
"Secured Party" means any one of them, as applicable.
2. Grant of Security Interest in the Collateral. To secure
the prompt payment and performance in full when due, whether by lapse of time,
acceleration or otherwise, of the Secured Obligations, each Obligor hereby
grants to the Collateral Agent, for the ratable benefit of the Secured Parties,
a continuing security interest in, and a right to set off against, any and all
right, title and interest of such Obligor in and to the following, whether now
owned or existing or owned, acquired, or arising hereafter (collectively, the
"Collateral"):
(a) all Accounts;
(b) all Inventory;
(c) all books, records, ledger cards, files, correspondence,
computer programs, tapes, disks, and related data
processing software (owned by such Obligor or to the
extent of its interest therein) that at any time evidence
or contain information relating to any Collateral or are
otherwise necessary or helpful in the collection thereof
or realization thereupon; and
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(d) all Proceeds of any and all of the foregoing and, to the
extent not included in the foregoing, all payments under
any insurance (whether or not the Collateral Agent is the
loss payee therefore), indemnity, warranty or guaranty
with respect to any of the foregoing Collateral.
The Obligors and the Collateral Agent, on behalf of the Secured
Parties, hereby acknowledge and agree that the security interest created hereby
in the Collateral constitutes continuing collateral security for all of the
Secured Obligations, whether now existing or hereafter arising.
3. Provisions Relating to Accounts and Inventory.
(a) Anything herein to the contrary notwithstanding, each of
the Obligors shall remain liable under each of the Accounts to observe
and perform all the conditions and obligations to be observed and
performed by it thereunder, all in accordance with the terms of any
agreement giving rise to each such Account. Neither the Collateral Agent
nor any Secured Party shall have any obligation or liability under any
Account (or any agreement giving rise thereto) by reason of or arising
out of this Security Agreement or the receipt by the Collateral Agent or
any Secured Party of any payment relating to such Account pursuant
hereto, nor shall the Collateral Agent or any Secured Party be obligated
in any manner to perform any of the obligations of an Obligor under or
pursuant to any Account (or any agreement giving rise thereto), to make
any payment, to make any inquiry as to the nature or the sufficiency of
any payment received by it or as to the sufficiency of any performance
by any party under any Account (or any agreement giving rise thereto),
to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.
(b) At any time after the occurrence and during the
continuance of an Event of Default, (i) the Collateral Agent shall have
the right, but not the obligation, to make test verifications of the
Accounts in any manner and through any medium that it reasonably
considers advisable, and the Obligors, upon the written request of the
Collateral Agent, shall furnish all such assistance and information as
the Collateral Agent may reasonably require in connection with such test
verifications, (ii) upon the Collateral Agent's request and at the
expense of the Obligors, the Obligors shall cause independent public
accountants or others satisfactory to the Collateral Agent to furnish to
the Collateral Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the Accounts and (iii) the
Collateral Agent in its own name or in the name of others may
communicate with account debtors on the Accounts to verify with them to
the Collateral Agent's satisfaction the existence, amount and terms of
any Accounts.
(c) At any time after the occurrence and during the
continuance of an Event of Default, the Collateral Agent shall have the
right, but not the obligation, to inspect and evaluate the Inventory in
any manner and through any medium that it reasonably considers
advisable, and the Obligors, upon the written request of the Collateral
Agent, shall furnish all such assistance and information as the
Collateral Agent may reasonably require in
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connection with such inspections and evaluations. Each Obligor will
furnish to the Collateral Agent from time to time statements and
schedules further identifying and describing the inventory and other
Collateral of such Grantor and such other reports in connection with
such Collateral as the Collateral Agent may reasonably request, all in
reasonable detail.
4. Representations and Warranties. Each Obligor hereby
represents and warrants to the Collateral Agent, for the benefit of the Secured
Parties, that until such time as the Secured Obligations are Fully Satisfied:
(a) Legal Name and Location of Obligor. Each Obligor's exact
legal name is as shown in this Security Agreement and its state of
formation is (and for the prior four months has been) as set forth on
Schedule 4(a) hereto. The principal place of business and chief
executive office of each Obligor is as set forth on Schedule 4(a)
hereto. No Obligor has in the past four months changed its name, been
party to a merger, consolidation or other change in structure or used
any tradename except as set forth in Schedule 4(a) attached hereto.
(b) Location of Collateral. The location of all Collateral
owned by each Obligor is as shown on Schedule 4(b) hereto.
(c) Ownership. Each Obligor is the legal and beneficial owner
of the Collateral which it purports to own, and each Obligor has the
right to pledge, sell, assign or transfer the Collateral.
(d) Security Interest/Priority. This Security Agreement shall
create a valid security interest in favor of the Collateral Agent, for
the ratable benefit of the Secured Parties, in the Collateral of such
Obligor and, when properly perfected by filing, shall constitute a valid
perfected security interest in such Collateral, to the extent such
security interest can be perfected by filing under the UCC, free and
clear of all Liens except for Liens permitted under Section 9.2 of the
Credit Agreement as in effect on the date hereof; provided, however, any
Liens on the Collateral permitted pursuant to Section 9.2(j) of the
Credit Agreement as in effect on the date hereof shall not exceed
$1,000,000 in the aggregate at any time outstanding.
(e) Types of Collateral. None of the Collateral consists of,
or is the Proceeds of, (i) As-Extracted Collateral, (ii) Consumer Goods,
(iii) Farm Products or (iv) Manufactured Homes.
(f) Accounts. (i) Each Account of the Obligors and the papers
and documents relating thereto are genuine and in all material respects
what they purport to be, (ii) each Account arises out of (A) a bona fide
sale of goods sold and delivered by such Obligor (or is in the process
of being delivered) or (B) services theretofore actually rendered by
such Obligor to, the account debtor named therein, (iii) no Account of
an Obligor in excess of $50,000 is evidenced by any Instrument or
Chattel Paper unless such Instrument or Chattel Paper has been
theretofore endorsed over and delivered to, or submitted to the control
of, the
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Collateral Agent and (iv) no surety bond was required or given in
connection with any Account of an Obligor or the contracts or purchase
orders out of which they arose.
(g) Inventory. No Inventory is held by an Obligor pursuant to
consignment, sale or return, sale on approval or similar arrangement
except for raw materials supplied to an Obligor on a sale or return,
consignment or similar arrangement.
(h) Authorization. It has taken all necessary action to
authorize the execution, delivery and performance of this Security
Agreement.
(i) Execution and Delivery. This Security Agreement has been
duly executed and delivered by such Person and constitutes such Person's
legal, valid and binding obligations, enforceable in accordance with its
terms, except as such enforceability may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
(j) No Covenants; No Conflict. No consent, approval,
authorization or order of, or filing, registration or qualification
with, any court or governmental authority or third party is required in
connection with the execution, delivery or performance by such Person of
this Security Agreement. The execution, delivery and performance by such
Person of this Security Agreement do not and will not conflict with,
result in a breach of or constitute a default under the articles of
incorporation, bylaws or other organizational documents of any Obligor
or any of its Subsidiaries or any indenture or other material agreement
or instrument to which such Person is a party or by which any of its
properties may be bound or any Governmental Approval relating to such
Person except as could not reasonably be expected to have a Material
Adverse Effect.
5. Covenants. Each Obligor covenants that until such time as the
Secured Obligations are Fully Satisfied such Obligor shall:
(a) Other Liens and Dispositions. Defend the Collateral
against the claims and demands of all other parties claiming an interest
therein, and keep the Collateral free from all Liens, except in each
case for Liens permitted under Section 9.2 of the Credit Agreement as in
effect on the date hereof; provided, however, any Liens on the
Collateral permitted pursuant to Section 9.2(j) of the Credit Agreement
as in effect on the date hereof shall not exceed $1,000,000 in the
aggregate at any time outstanding. Neither the Collateral Agent, nor any
Secured Party authorizes any Obligor to, and no Obligor shall, sell,
exchange, transfer, assign, lease or otherwise dispose of the Collateral
or any interest therein, except as permitted under the Credit Agreement
as in effect on the date hereof; provided, however, that with respect to
Asset Dispositions of the Collateral permitted pursuant to Section
9.5(c) of the Credit Agreement as in effect on the date hereof, the
aggregate amount of all such Asset Dispositions shall not exceed
$5,000,000 in any Fiscal Year.
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(b) Preservation of Collateral. To the extent consistent with
ordinary prudent business practices, keep the Collateral in good repair,
working order and condition and not use the Collateral in violation of
the provisions of this Security Agreement or any other agreement
relating to the Collateral or any policy insuring the Collateral or any
applicable statute, law, bylaw, rule, regulation or ordinance; provided,
however, an Obligor may discontinue the operation or maintenance of a
property or piece of equipment if the discontinuance (i) is desirable to
the conduct of such Obligor's business and (ii) does not materially
adversely affect the business of the Obligors on a consolidated basis.
(c) Instruments/Tangible Chattel Paper/Documents. If any
amount payable in excess of $50,000 under or in connection with any of
the Collateral in excess of $50,000 shall be or become evidenced by any
Instrument, or Tangible Chattel Paper, or if any property constituting
Collateral shall be stored or shipped subject to a Document, such
Instrument, Tangible Chattel Paper or Document is either in the
possession of such Obligor at all times or, if requested by the
Collateral Agent, to perfect its security interest in such Collateral,
is delivered to the Collateral Agent duly endorsed in a manner
reasonably satisfactory to the Collateral Agent. Such Obligor shall
ensure that any Collateral consisting of Tangible Chattel Paper is
marked with a legend reasonably acceptable to the Collateral Agent
indicating the Collateral Agent's security interest in such Tangible
Chattel Paper.
(d) Change in Corporate Structure or Location. Not, without
providing prior written notice to the Collateral Agent, and then only to
the extent permitted under the Credit Agreement, (i) alter its corporate
existence or, in one transaction or in a series of transactions, merge
into or consolidate with any other entity, or sell all or substantially
all of its assets, (ii) change its state of incorporation or formation
or (iii) change its registered corporate name; provided that within 30
days of any such change, the Obligor shall provide the Collateral Agent
with all such information as the Collateral Agent may reasonably request
to enable the Collateral Agent to file such amendments to any previously
filed financing statements as the Collateral Agent may reasonably
require.
(e) Inspection. Upon reasonable notice, and during reasonable
hours, at all times allow the Collateral Agent or its representatives to
visit and inspect the Collateral as set forth in Section 8.10 of the
Credit Agreement.
(f) Filing of Financing Statements; Filing of Financing
Statements, Notices, etc. Each Obligor hereby authorizes the Collateral
Agent to prepare and file such financing statements (including renewal
statements) or amendments thereof or supplements thereto or other
instruments as the Collateral Agent may from time to time reasonably
deem necessary or appropriate in order to perfect and maintain the
security interests granted hereunder in accordance with the UCC. Each
Obligor shall also execute and deliver to the Collateral Agent such
agreements, assignments or instruments (including affidavits, notices,
reaffirmations and amendments and restatements of existing documents, as
the Collateral Agent may reasonably request) and do all such other
things as the Collateral Agent may reasonably deem necessary or
appropriate to
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assure to the Collateral Agent its security interests hereunder. To that
end, each Obligor agrees that the Collateral Agent may file one or more
financing statements disclosing the Collateral Agent's security
interests in any or all of the Collateral of such Obligor without, to
the extent permitted and/or required by law, such Obligor's signature
thereon, and further each Obligor hereby irrevocably makes, constitutes
and appoints the Collateral Agent, its nominee or any other person whom
the Collateral Agent may designate, as such Obligor's attorney in fact
with full power and for the limited purpose to sign in the name of such
Obligor any such financing statements, amendments and supplements to
financing statements, renewal financing statements, notices or similar
documents which in the Collateral Agent's reasonable discretion would be
necessary, appropriate or convenient in order to perfect and maintain
perfection of the security interests granted hereunder, such power,
being coupled with an interest, being and remaining irrevocable until
the Secured Obligations are Fully Satisfied. Each Obligor hereby agrees
that a carbon, photographic or other reproduction of this Security
Agreement or any such financing statement is sufficient for filing as a
financing statement by the Collateral Agent without notice thereof to
such Obligor wherever the Collateral Agent may in its sole discretion
desire to file the same. In the event for any reason the law of any
jurisdiction other than North Carolina becomes or is applicable to the
Collateral of any Obligor or any part thereof, or to any of the Secured
Obligations, such Obligor agrees to execute and deliver all such
instruments and to do all such other things as the Collateral Agent in
its sole discretion reasonably deems necessary or appropriate to
preserve, protect and enforce the security interests of the Collateral
Agent under the law of such other jurisdiction (and, if an Obligor shall
fail to do so promptly upon the request of the Collateral Agent, then
the Collateral Agent may execute any and all such requested documents on
behalf of such Obligor pursuant to the power of attorney granted
hereinabove). Each Obligor agrees to xxxx its books and records to
reflect the security interest of the Collateral Agent in the Collateral.
(g) Treatment of Accounts. Not grant or extend the time for
payment of any Account, or compromise or settle any Account for less
than the full amount thereof, or release any person or property, in
whole or in part, from payment thereof, or allow any credit or discount
thereon, other than as normal and customary in the ordinary course of an
Obligor's business or to the extent such action would not reasonably be
expected to have a Material Adverse Effect.
(h) Collateral Held by Warehouseman, Bailee, etc. If any
Collateral having a value in excess of $1,000,000 is at any time in the
possession or control of a warehouseman, bailee or any agent or
processor of the Obligors, (i) notify in writing the Collateral Agent of
such possession, (ii) notify in writing such Person of the Collateral
Agent's security interest for the ratable benefit of the Secured Parties
in such Collateral, (iii) instruct in writing such Person to hold all
such Collateral for the Collateral Agent's account and subject to the
Collateral Agent's instructions and (iv) use its commercially reasonable
efforts to obtain an acknowledgment from such Person that is holding
such Collateral for the benefit of the Collateral Agent.
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(i) Insurance. Insure, repair and replace the Collateral of
such Obligor as set forth in the Credit Agreement. All insurance
proceeds shall be subject to the security interest of the Collateral
Agent hereunder.
6. Advances by Secured Parties. On failure of any Obligor to
perform any of the covenants and agreements contained herein, the Collateral
Agent may, at its sole option and in its sole discretion, perform the same and
in so doing may expend such sums as the Collateral Agent may reasonably deem
advisable in the performance thereof, including, without limitation, the payment
of any insurance premiums, the payment of any taxes, a payment to obtain a
release of a Lien or potential Lien, expenditures made in defending against any
adverse claim and all other expenditures which the Collateral Agent or the
Secured Parties may make for the protection of the security hereof or may be
compelled to make by operation of law. The Collateral Agent or, if applicable,
the relevant Secured Party shall notify the respective Obligor of any such
expenditure. All such sums and amounts so expended (including, without
limitation, reasonable attorneys' fees and court costs in connection therewith)
shall be repayable by the Obligors on a joint and several basis promptly upon
timely notice thereof and demand therefor, shall constitute additional Secured
Obligations and shall bear interest from the date said amounts are expended at
the default rate specified in Section 4.1 of the Credit Agreement for Revolving
Loans that are Base Rate Loans. No such performance of any covenant or agreement
by the Collateral Agent or the Secured Parties on behalf of any Obligor, and no
such advance or expenditure therefor, shall relieve the Obligors of any default
under the terms of this Security Agreement, or the Documents. The Secured
Parties may make any payment hereby authorized in accordance with any xxxx,
statement or estimate procured from the appropriate public office or holder of
the claim to be discharged without inquiry into the accuracy of such xxxx,
statement or estimate or into the validity of any tax assessment, sale,
forfeiture, tax lien, title or claim except to the extent such payment is being
contested in good faith by an Obligor in appropriate proceedings and against
which adequate reserves are being maintained in accordance with GAAP.
7. Events of Default.
Any of (a) the occurrence of an event which under the Credit
Agreement would constitute an Event of Default thereunder, (b) the occurrence of
an event which gives SunTrust the right to demand payment under the Premier
Boxboard Guaranty or (c) the occurrence of an event which gives Toronto Dominion
the right to demand payment under the Standard Gypsum Guaranty shall be an Event
of Default hereunder (an "Event of Default").
8. Remedies.
(a) General Remedies. Upon the occurrence and during the
continuance of an Event of Default, the Secured Parties shall have, in
addition to the rights and remedies provided herein, in the Documents,
or by law (including, but not limited to, levy of attachment,
garnishment and the rights and remedies set forth in the Uniform
Commercial Code of the jurisdiction applicable to the affected
Collateral), the rights and remedies of a secured party under the UCC
(regardless of whether the UCC is the law of the jurisdiction where the
rights and remedies are asserted and regardless of whether the UCC
applies to the affected Collateral), and further, the Collateral Agent
may, with or without judicial process
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or the aid and assistance of others, (i) enter on any premises on which
any of the Collateral may be located and, without resistance or
interference by the Obligors, take possession of the Collateral, (ii)
dispose of any Collateral on any such premises, (iii) to the extent such
Collateral may be moved, require the Obligors to assemble and make
available to the Collateral Agent at the expense of the Obligors any
Collateral at any place and time designated by the Collateral Agent
which is reasonably convenient to both parties, (iv) remove any
Collateral from any such premises for the purpose of effecting sale or
other disposition thereof, and/or (v) without demand and without
advertisement, notice, hearing or process of law, all of which each of
the Obligors hereby waives to the fullest extent permitted by law, at
any place and time or times, sell and deliver any or all Collateral held
by or for it at public or private sale, by one or more contracts, in one
or more parcels, for cash, upon credit or otherwise, at such prices and
upon such terms as the Collateral Agent deems advisable, in its sole
discretion (subject to any and all mandatory legal requirements).
Neither the Collateral Agent's compliance with any applicable state or
federal law in the conduct of such sale, nor its disclaimer of any
warranties relating to the Collateral, shall be considered to adversely
affect the commercial reasonableness of such sale. In addition to all
other sums due the Collateral Agent and the Secured Parties with respect
to the Secured Obligations, the Obligors shall pay the Collateral Agent
and each of the Secured Parties all reasonable documented costs and
expenses incurred by the Collateral Agent or any such Secured Party,
including, but not limited to, reasonable attorneys' fees and court
costs, in obtaining or liquidating the Collateral, in enforcing payment
of the Secured Obligations, or in the prosecution or defense of any
action or proceeding by or against the Collateral Agent or the Secured
Parties or the Obligors concerning any matter arising out of or
connected with this Security Agreement, any Collateral or the Secured
Obligations, including, without limitation, any of the foregoing arising
in, arising under or related to a case under the Bankruptcy Code. To the
extent the rights of notice cannot be legally waived hereunder, each
Obligor agrees that any requirement of reasonable notice shall be met if
such notice is personally served on or mailed, postage prepaid, to the
Borrower in accordance with the notice provisions of Section 13.1 of the
Credit Agreement at least 10 days before the time of sale or other event
giving rise to the requirement of such notice. The Collateral Agent and
the Secured Parties shall not be obligated to make any sale or other
disposition of the Collateral regardless of notice having been given. To
the extent permitted by law, any Secured Party may be a purchaser at any
such sale. To the extent permitted by applicable law, each of the
Obligors hereby waives all of its rights of redemption with respect to
any such sale. Subject to the provisions of applicable law, the
Collateral Agent and the Secured Parties may postpone or cause the
postponement of the sale of all or any portion of the Collateral by
announcement at the time and place of such sale, and such sale may,
without further notice, to the extent permitted by law, be made at the
time and place to which the sale was postponed, or the Collateral Agent
and the Secured Parties may further postpone such sale by announcement
made at such time and place.
(b) Remedies relating to Accounts. Upon the occurrence and
during the continuance of an Event of Default, whether or not the
Collateral Agent has exercised any or all of its rights and remedies
hereunder, each Obligor will promptly upon the written request of the
Collateral Agent instruct all account debtors to remit all payments in
respect of Accounts to a mailing location selected by the Collateral
Agent. In addition, the Collateral
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Agent or its designee may notify any Obligor's customers and account
debtors that the Accounts of such Obligor have been assigned to the
Collateral Agent or of the Collateral Agent's security interest therein,
and may (either in its own name or in the name of an Obligor or both)
demand, collect (including without limitation by way of a lockbox
arrangement), receive, take receipt for, sell, xxx for, compound,
settle, compromise and give acquittance for any and all amounts due or
to become due on any Account, and, in the Collateral Agent's discretion,
file any claim or take any other action or proceeding to protect and
realize upon the ratable security interest of the Secured Parties in the
Accounts. Each Obligor acknowledges and agrees that the Proceeds of its
Accounts remitted to or on behalf of the Collateral Agent in accordance
with the provisions hereof shall be solely for the Collateral Agent's
own convenience and that such Obligor shall not have any right, title or
interest in such Accounts or in any such other amounts except as
expressly provided herein. The Collateral Agent and the Secured Parties
shall have no liability or responsibility to any Obligor for acceptance
of a check, draft or other order for payment of money bearing the legend
"payment in full" or words of similar import or any other restrictive
legend or endorsement or be responsible for determining the correctness
of any remittance. Each Obligor hereby agrees to indemnify the
Collateral Agent and the Secured Parties from and against all
liabilities, damages, losses, actions, claims, judgments, costs,
expenses, charges and reasonable attorneys' fees suffered or incurred by
the Collateral Agent or the Secured Parties (each, an "Indemnified
Party") because of the maintenance of the foregoing arrangements except
as relating to or arising out of the gross negligence or willful
misconduct of an Indemnified Party or its officers, employees or agents.
In the case of any investigation, litigation or other proceeding, the
foregoing indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by an Obligor, its
directors, shareholders or creditors or an Indemnified Party or any
other Person or any other Indemnified Party is otherwise a party
thereto.
(c) Access. In addition to the rights and remedies hereunder,
upon the occurrence and during the continuance of an Event of Default,
the Collateral Agent shall have the right to enter and remain upon the
various premises of the Obligors without cost or charge to the
Collateral Agent, and use the same, together with materials, supplies,
books and records of the Obligors for the purpose of collecting and
liquidating the Collateral, or for preparing for sale and conducting the
sale of the Collateral, whether by foreclosure, auction or otherwise. In
addition, the Collateral Agent may remove Collateral, or any part
thereof, from such premises and/or any records with respect thereto, in
order to effectively collect or liquidate such Collateral.
(d) Nonexclusive Nature of Remedies. Failure by the Collateral
Agent or the Secured Parties to exercise any right, remedy or option
under this Security Agreement, the Documents, or as provided by law, or
any delay by the Collateral Agent or the Secured Parties in exercising
the same, shall not operate as a waiver of any such right, remedy or
option. No waiver hereunder shall be effective unless it is in writing,
signed by the party against whom such waiver is sought to be enforced
and then only to the extent specifically stated, which in the case of
the Collateral Agent or the Secured Parties shall only be granted as
provided herein. To the extent permitted by law, neither the Collateral
Agent, the Secured Parties, nor any party acting as attorney for the
Collateral Agent or the Secured
11
Parties, shall be liable hereunder for any acts or omissions or for any
error of judgment or mistake of fact or law other than their gross
negligence or willful misconduct hereunder. The rights and remedies of
the Collateral Agents and the Secured Parties under this Security
Agreement shall be cumulative and not exclusive of any other right or
remedy which the Collateral Agent or the Secured Parties may have.
(e) Retention of Collateral. Upon the occurrence and during
the continuance of an Event of Default, the Collateral Agent may, after
providing the notices required by Sections 9-620 and 9-621 of the UCC or
otherwise complying with the requirements of applicable law of the
relevant jurisdiction accept or, to the extent the Collateral Agent is
in possession of any of the Collateral, retain the Collateral in
satisfaction of the Secured Obligations. Unless and until the Collateral
Agent shall have provided such notices, however, the Collateral Agent
shall not be deemed to have retained any Collateral in satisfaction of
any Secured Obligations for any reason.
(f) Deficiency. In the event that the proceeds of any sale,
collection or realization are insufficient to pay all amounts to which
the Collateral Agent or the Secured Parties are legally entitled, the
Obligors shall be jointly and severally liable for the deficiency,
together with interest thereon at the default rate specified in Section
4.1 of the Credit Agreement for Revolving Loans that are Base Rate
Loans, together with the costs of collection and the reasonable fees of
any attorneys employed by the Collateral Agent or Secured Party to
collect such deficiency. Any surplus remaining after the full payment
and satisfaction of the Secured Obligations shall be returned to the
Obligors or to whomsoever a court of competent jurisdiction shall
determine to be entitled thereto.
9. Rights of the Collateral Agent.
(a) Power of Attorney. In addition to other powers of attorney
contained herein, each Obligor hereby designates and appoints the
Collateral Agent, on behalf of the Secured Parties, and each of its
designees or agents, as attorney-in-fact of such Obligor, irrevocably
and with power of substitution, with authority to take any or all of the
following actions upon the occurrence and during the continuance of an
Event of Default:
(i) to demand, collect, settle, compromise, adjust,
give discharges and releases, all as the Collateral Agent may
reasonably determine;
(ii) to commence and prosecute any actions at any court
for the purposes of collecting any Collateral and enforcing any
other right in respect thereof as the Collateral Agent may deem
reasonably appropriate;
(iii) to defend, settle or compromise any action brought
and, in connection therewith, give such discharge or release as
the Collateral Agent may deem reasonably appropriate;
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(iv) receive, open and dispose of mail addressed to an
Obligor and endorse checks, notes, drafts, acceptances, money
orders, bills of lading, warehouse receipts or other instruments
or documents evidencing payment, shipment or storage of the goods
giving rise to the Collateral of such Obligor on behalf of and in
the name of such Obligor, or securing, or relating to such
Collateral;
(v) sell, assign, transfer, make any agreement in
respect of, or otherwise deal with or exercise rights in respect
of, any Collateral or the goods or services which have given rise
thereto, as fully and completely as though the Collateral Agent
were the absolute owner thereof for all purposes;
(vi) adjust and settle claims under any insurance policy
relating thereto;
(vii) execute and deliver all assignments, conveyances,
statements, financing statements, renewal financing statements,
security agreements, affidavits, notices and other agreements,
instruments and documents that the Collateral Agent may
reasonably determine necessary in order to perfect and maintain
the security interests and liens granted in this Security
Agreement and in order to fully consummate all of the
transactions contemplated therein;
(viii) institute any foreclosure proceedings that the
Collateral Agent may deem appropriate; and
(ix) do and perform all such other acts and things as
the Collateral Agent may reasonably deem to be necessary, proper
or convenient in connection with the Collateral.
This power of attorney is a power coupled with an interest and shall be
irrevocable until such time as the Secured Obligations are Fully
Satisfied. The Collateral Agent shall be under no duty to exercise or
withhold the exercise of any of the rights, powers, privileges and
options expressly or implicitly granted to the Collateral Agent in this
Security Agreement, and shall not be liable for any failure to do so or
any delay in doing so. The Collateral Agent shall not be liable for any
act or omission or for any error of judgment or any mistake of fact or
law in its individual capacity or its capacity as attorney-in-fact
except acts or omissions resulting from its gross negligence or willful
misconduct. This power of attorney is conferred on the Collateral Agent
solely to protect, preserve and realize upon its security interest in
the Collateral.
(b) Performance by the Collateral Agent of Obligations. If any
Obligor fails to perform any agreement or obligation contained herein on
a timely basis, the Collateral Agent itself may perform, or cause
performance of, such agreement or obligation, and the
13
expenses of the Collateral Agent incurred in connection therewith shall
be payable by the Obligors on a joint and several basis pursuant to
Section 11 hereof.
(c) Assignment by the Collateral Agent. The Collateral Agent
may from time to time assign its own interest (but not the interest of
any other Secured Party) in the Secured Obligations and any portion
thereof and/or the Collateral and any portion thereof, and the assignee
shall be entitled to all of the rights and remedies of the Collateral
Agent under this Security Agreement in relation thereto.
(d) Release of Collateral. Upon a sale of any of the
Collateral of an Obligor as permitted by both (i) Section 9.5 of the
Credit Agreement as in effect on the date hereof and (ii) this Security
Agreement, the Collateral Agent shall (to the extent applicable) deliver
to the Obligor, upon the Obligor's request and at the Obligor's expense,
such documentation as is reasonably necessary to evidence the release of
the Collateral Agent's security interest, if any, in such Collateral,
including, without limitation, amendments or terminations of UCC
financing statements, if any, and the release of such Obligor from all
of its obligations, if any, under this Security Agreement.
(e) The Collateral Agent's Duty of Care. Other than the
exercise of reasonable care to assure the safe custody of the Collateral
while being held by the Collateral Agent hereunder, the Collateral Agent
shall have no duty or liability to preserve rights pertaining thereto,
it being understood and agreed that the Obligors shall be responsible
for preservation of all rights in the Collateral until surrendered or
tendered to the Collateral Agent, and the Collateral Agent shall be
relieved of all responsibility for the Collateral upon surrendering it
or tendering the surrender of it to the Obligors. The Collateral Agent
shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is
accorded treatment substantially equal to that which the Collateral
Agent accords its own property, which shall be no less than the
treatment employed by a reasonable and prudent agent in the industry, it
being understood that the Collateral Agent shall not have responsibility
for taking any necessary steps to preserve rights against any parties
with respect to any of the Collateral. In the event of a public or
private sale of Collateral pursuant to Section 8 hereof, the Collateral
Agent shall have no obligation to clean-up, repair or otherwise prepare
the Collateral for sale.
10. Application of Proceeds. Upon the occurrence and during
the continuance of an Event of Default, any proceeds of any Collateral,
when received by the Collateral Agent or any of the Secured Parties in
cash or its equivalent, will be applied in reduction of the applicable
Secured Obligations then due and payable as follows:
(a) FIRST, to the payment of all out-of-pocket costs and
expenses (including without limitation reasonable attorneys' fees) of
the Collateral Agent or an applicable Secured Party in connection with
enforcing the rights of the applicable Secured Parties under this
Security Agreement and any protective advances made by the Collateral
Agent or an applicable Secured Party;
14
(b) SECOND, to the payment of all other expenses then due and
payable by the Obligors under the Documents or otherwise in connection
with the Secured Obligations, pro rata as set forth below;
(c) THIRD, to the payment of all indemnity obligations then
due and payable by the Obligors under the Documents or otherwise in
connection with the Secured Obligations, pro rata as set forth below;
(d) FOURTH, to the payment of (i) all fees of the
Administrative Agent and (ii) all fees of SunTrust and Toronto Dominion,
if any, that are in the nature of administrative agent's fees, in each
case that are then due and payable under the Documents or otherwise in
connection with the Secured Obligations, pro rata as set forth below;
(e) FIFTH, to the payment of all commitment and other fees and
commissions then due and payable under the Documents or otherwise in
connection with the Secured Obligations, pro rata as set forth below;
(f) SIXTH, to the payment of all accrued and unpaid interest
then due and payable under the Documents or otherwise in connection with
the Secured Obligations (including without limitation any accrued and
unpaid interest on obligations arising under any Hedging Agreements
between any Obligor and any Lender, or any Affiliate of a Lender), pro
rata as set forth below;
(g) SEVENTH, to the payment of the principal amount of the
Secured Obligations then due and payable and to the cash collateral
account described in Section 11.2(b) of the Credit Agreement to the
extent of any L/C Obligations then outstanding (including without
limitation the termination value or other payment obligations (not
constituting interest or fees) arising under any Hedging Agreements
between any Obligor and any Lender, or any Affiliate of a Lender), pro
rata as set forth below;
(h) EIGHTH, to all other obligations which shall have become
due and payable under the applicable Documents and not repaid pursuant
to clauses "FIRST" through "SEVENTH" above, pro rata as set forth below;
and
(i) NINTH, to the payment of the surplus, if any, to whomever
may be lawfully entitled to receive such surplus.
In carrying out the foregoing, (i) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; (ii) each of the applicable Secured Parties shall receive
an amount equal to its pro rata share of amounts available to be applied above
(based on the proportion that the then outstanding obligations owed by the
Obligors to such Secured Party under the Documents bears to the aggregate
outstanding obligations of the Obligors to the applicable Secured Parties under
the Documents); and (iii) to the extent that any amounts available for
distribution pursuant to clause "SEVENTH" above are attributable to L/C
Obligations then outstanding under the Credit Agreement, such amounts shall be
held by the Collateral Agent in
15
a cash collateral account and applied (x) first, to reimburse the Issuing Lender
and/or the Lenders under the Credit Agreement from time to time for any drawings
under Letters of Credit and (y) then, following the expiration of all such L/C
Obligations, without duplication, to all other obligations of the types
described in clause "SEVENTH" above; provided that the aggregate amount
distributable to a Secured Party (or to its representative on its behalf) on a
given distribution date shall not exceed the aggregate amount of Secured
Obligations which are then due and payable to such Secured Party. Each Obligor
irrevocably waives the right to direct the application of such payments and
proceeds and acknowledges and agrees that the Collateral Agent shall have the
continuing and exclusive right to apply and reapply any and all such payments
and proceeds in the Collateral Agent's sole discretion, notwithstanding any
entry to the contrary upon any of its books and records.
11. Costs of Counsel. If at any time hereafter, whether upon
the occurrence of an Event of Default or not, the Collateral Agent or a Secured
Party employs counsel to prepare or consider amendments, waivers or consents
with respect to this Security Agreement, or to take action or make a response in
or with respect to any legal or arbitral proceeding relating to this Security
Agreement or relating to the Collateral, or to protect the Collateral or
exercise any rights or remedies under this Security Agreement or with respect to
the Collateral, then the Obligors agree to promptly pay upon demand any and all
such reasonable documented costs and expenses of the Collateral Agent or the
Secured Parties, all of which costs and expenses shall constitute Secured
Obligations hereunder.
12. Continuing Agreement.
(a) This Security Agreement shall be a continuing agreement in
every respect and shall remain in full force and effect until such time
as the Secured Obligations are Fully Satisfied. Upon such payment and
termination, this Security Agreement shall be automatically terminated
and the Collateral Agent and the Secured Parties shall, upon the request
and at the expense of the Obligors, forthwith release all of its liens
and security interests hereunder and shall execute and deliver all UCC
termination statements and/or other documents reasonably requested by
the Obligors evidencing such termination. Notwithstanding the foregoing
all releases and indemnities provided hereunder shall survive
termination of this Security Agreement.
(b) This Security Agreement shall continue to be effective or
be automatically reinstated, as the case may be, if at any time payment,
in whole or in part, of any of the Secured Obligations is rescinded or
must otherwise be restored or returned by the Collateral Agent or any
Secured Party as a preference, fraudulent conveyance or otherwise under
any bankruptcy, insolvency or similar law, all as though such payment
had not been made; provided that in the event payment of all or any part
of the Secured Obligations is rescinded or must be restored or returned,
all reasonable costs and expenses (including without limitation any
reasonable legal fees and disbursements) incurred by the Collateral
Agent or any Secured Party in defending and enforcing such reinstatement
shall be deemed to be included as a part of the Secured Obligations.
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13. Amendments; Waivers; Modifications. This Security
Agreement and the provisions hereof may not be amended, waived, modified,
changed, discharged or terminated except with the prior written consent of both
(i) the parties required to give such consent under Section 13.11 of the Credit
Agreement and (ii) the Required Secured Parties; provided that, without the
prior written consent of each Secured Party, no such amendment, waiver or
modification shall (x) alter the pro rata sharing among the Secured Parties of
the Liens granted hereunder (and proceeds thereof) or the order of the
application of proceeds set forth in Section 10 or (y) except as a result of or
in connection with an Asset Disposition permitted by both (i) Section 9.5 of the
Credit Agreement as in effect on the date hereof and (ii) this Security
Agreement, release all or substantially all of the Collateral.
14. Successors in Interest. This Security Agreement shall
create a continuing security interest in the Collateral and shall be binding
upon each Obligor, its successors and assigns and shall inure, together with the
rights and remedies of the Collateral Agent and the Secured Parties hereunder,
to the benefit of the Collateral Agent and the Secured Parties, on a ratable
basis, and their successors and permitted assigns; provided, however, that none
of the Obligors may assign its rights or delegate its duties hereunder without
the prior written consent of each Secured Party (or, with respect to the
Lenders, the Required Lenders, as required by the Credit Agreement).
15. Notices. All notices required or permitted to be given
under this Security Agreement shall be in conformance with Section 13.1 of the
Credit Agreement and/or, to the extent applicable, the Premier Boxboard Guaranty
and/or the Standard Gypsum Guaranty.
16. Counterparts. This Security Agreement may be executed in
any number of counterparts (including telecopy), each of which where so executed
and delivered shall be an original, but all of which shall constitute one and
the same instrument. It shall not be necessary in making proof of this Security
Agreement to produce or account for more than one such counterpart.
17. Headings. The headings of the sections hereof are provided
for convenience only and shall not in any way affect the meaning or construction
of any provision of this Security Agreement.
18. Governing Law; Submission to Jurisdiction; Venue.
(a) THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. Any legal
action or proceeding with respect to this Security Agreement may be
brought in the courts of the State of North Carolina in Mecklenburg
County, or of the United States for the Western District of North
Carolina, and, by execution and delivery of this Security Agreement,
each Obligor hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of such
courts. Each Obligor further irrevocably consents to the service of
process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to it at the address for notices pursuant to
Section 13.1 of the Credit Agreement, such service to become
17
effective 30 days after such mailing. Nothing herein shall affect the
right of the Collateral Agent to serve process in any other manner
permitted by law or to commence legal proceedings or to otherwise
proceed against any Obligor in any other jurisdiction.
(b) Each Obligor hereby irrevocably waives any objection which
it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with
this Security Agreement brought in the courts referred to in clause (a)
hereof and hereby further irrevocably waives and agrees not to plead or
claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.
19. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES TO THIS SECURITY AGREEMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
20. Severability. If any provision of any of the Security
Agreement is determined to be illegal, invalid or unenforceable, such provision
shall be fully severable and the remaining provisions shall remain in full force
and effect and shall be construed without giving effect to the illegal, invalid
or unenforceable provisions.
21. Entirety. This Security Agreement and the Documents
represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Documents, or the
transactions contemplated herein and therein.
22. Survival. All representations and warranties of the
Obligors hereunder shall survive the execution and delivery of this Security
Agreement and the Documents, the delivery of the Notes and the making of the
Loans and the issuance of the Letters of Credit under the Credit Agreement.
23. Other Security. To the extent that any of the Secured
Obligations are now or hereafter secured by property other than the Collateral
(including, without limitation, real property and securities owned by an
Obligor), or by a guarantee, endorsement or property of any other Person, then
the Collateral Agent and the Secured Parties shall have the right to proceed
against such other property, guarantee or endorsement upon the occurrence and
during the continuance of any Event of Default, and the Collateral Agent and the
Secured Parties have the right, in their sole discretion, to determine which
rights, security, liens, security interests or remedies the Collateral Agent and
the Secured Parties shall at any time pursue, relinquish, subordinate, modify or
take with respect thereto, without in any way modifying or affecting any of them
or any of the Collateral Agent's and the Secured Parties' rights or the Secured
Obligations under this Security Agreement or the Documents.
18
24. Joint and Several Obligations of Obligors.
(a) Each of the Obligors is accepting joint and several
liability hereunder in consideration of the financial accommodation to
be provided by the Secured Parties under the Documents, for the mutual
benefit, directly and indirectly, of each of the Obligors and in
consideration of the undertakings of each of the Obligors to accept
joint and several liability for the obligations of each of them.
(b) Each of the Obligors jointly and severally hereby
irrevocably and unconditionally accepts, not merely as a surety but also
as a co-debtor, joint and several liability with the other Obligors with
respect to the payment and performance of all of the Secured Obligations
arising under this Security Agreement and the Documents, it being the
intention of the parties hereto that all the Secured Obligations shall
be the joint and several obligations of each of the Obligors without
preferences or distinction among them.
(c) Notwithstanding any provision to the contrary contained
herein, in any of the Documents, the obligations of each Guarantor under
the Credit Agreement and the other Documents shall be limited to an
aggregate amount equal to the largest amount that would not render such
obligations subject to avoidance under Section 548 of the Bankruptcy
Code or any comparable provisions of any applicable state law.
25. Rights of Required Lenders. All rights of the Collateral
Agent hereunder, if not exercised by the Collateral Agent, may be exercised by
the Required Lenders.
26. Third-Party Beneficiaries. The parties hereto further
acknowledge and agree that SunTrust and Toronto Dominion are intended
third-party beneficiaries of this Security Agreement and this Security Agreement
shall be enforceable by each of them.
27. Indemnification. The Borrower hereby reaffirms its
indemnity obligations under Section 13.2(c) of the Credit Agreement and
acknowledges and agrees that this Security Agreement constitutes a Loan Document
for purposes thereof. Without limiting the foregoing, the Obligors hereby agree
to defend, indemnify and hold harmless the Collateral Agent and the Secured
Parties, and their respective parents, Subsidiaries, Affiliates, employees,
agents, officers and directors, from and against any losses, penalties, fines,
liabilities, settlements, damages, costs and expenses, suffered by any such
Person in connection with any claim, investigation, litigation or other
proceeding (whether or not the Collateral Agent or any Secured Party is a party
thereto) and the prosecution and defense thereof, arising out of or in any way
connected with this Security Agreement or the other Documents or as a result of
the breach of any of the Obligors' obligations hereunder or thereunder,
including without limitation reasonable attorney's fees (including the allocated
cost of internal counsel), consultant's fees and settlement costs (but excluding
any losses, penalties, fines liabilities, settlements, damages, costs and
expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified (as finally determined by a court of
competent jurisdiction)).
28. Collateral Agency Provisions.
19
(a) Appointment. Each of SunTrust, Toronto Dominion and Bank
of America, as Administrative Agent for the Lenders, hereby irrevocably
designates and appoints Bank of America as Collateral Agent of such
Secured Party (or the Secured Parties represented by it) under this
Security Agreement for the term hereof and each such Person irrevocably
authorizes Bank of America as Collateral Agent for such Secured Party
(or the Secured Parties represented by it), to take such action on its
behalf under the provisions of this Security Agreement and to exercise
such powers and perform such duties as are expressly delegated to the
Collateral Agent by the terms of this Security Agreement, together with
such other powers as are reasonably incidental thereto. Notwithstanding
any provision to the contrary elsewhere in this Security Agreement, the
Collateral Agent shall not have any duties or responsibilities, except
those expressly set forth herein and therein, or any fiduciary
relationship with any Secured Party, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be
read into this Security Agreement or otherwise exist against the
Collateral Agent. Any reference to the Collateral Agent in this Section
28 shall be deemed to refer to the Collateral Agent solely in its
capacity as Collateral Agent and not in its capacity as a Secured Party.
(b) Delegation of Duties. The Collateral Agent may execute any
of its respective duties under this Security Agreement by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Collateral Agent
shall not be responsible for the negligence or misconduct of any agents
or attorneys-in-fact selected by the Collateral Agent with reasonable
care.
(c) Exculpatory Provisions. Neither the Collateral Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact,
Subsidiaries or Affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection
with this Security Agreement (except for actions occasioned solely by
its or such Person's own gross negligence or willful misconduct), or
(ii) responsible in any manner to any of the Secured Parties for any
recitals, statements, representations or warranties made by any Obligor
or any of its Subsidiaries or any officer thereof contained in this
Security Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received by the Collateral
Agent under or in connection with, this Security Agreement or for the
value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Security Agreement or for any failure of any Obligor
or any of its Subsidiaries to perform its obligations hereunder. The
Collateral Agent shall not be under any obligation to any Secured Party
to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Security Agreement,
or to inspect the properties, books or records of any Obligor or any of
its Subsidiaries.
(d) Reliance by Collateral Agent. The Collateral Agent shall
be entitled to rely, and shall be fully protected in relying, upon any
note, writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper
Person or Persons and
20
upon advice and statements of legal counsel (including, without
limitation, counsel to the Obligors), independent accountants and other
experts selected by the Collateral Agent. The Collateral Agent may deem
and treat the payee of any note as the owner thereof for all purposes
unless the Collateral Agent shall have actual notice of any transferee.
The Collateral Agent shall be fully justified in failing or refusing to
take any action under this Security Agreement unless it shall first
receive such advice or concurrence of the Required Secured Parties (or,
when expressly required hereby, all the Secured Parties) as it deems
appropriate or it shall first be indemnified to its satisfaction by the
Secured Parties against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action
except for its own gross negligence or willful misconduct. The
Collateral Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Security Agreement in accordance with
a request of the Required Secured Parties (or, when expressly required
hereby, all the Secured Parties), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Secured
Parties and all future holders of the Secured Obligations.
(e) Notices of Default. The Collateral Agent shall not be
deemed to have knowledge or notice of the occurrence of any Event of
Default hereunder unless it has received notice of such Event of Default
in accordance with the terms of the Credit Agreement or notice from a
Secured Party or the Obligors referring to this Security Agreement,
describing such Event of Default and stating that such notice is a
"notice of default." In the event that the Collateral Agent receives
such a notice, it shall promptly give notice thereof to the Secured
Parties. The Collateral Agent shall take such action with respect to
such Event of Default as shall be reasonably directed by the Required
Secured Parties; provided that unless and until the Collateral Agent
shall have received such directions, the Collateral Agent may (but shall
not be obligated to) take such action, or refrain from taking such
action, with respect to such Event of Default as it shall deem advisable
in the best interests of the Secured Parties, except to the extent that
other provisions of this Security Agreement expressly require that any
such action be taken or not be taken only with the consent and
authorization or the request of the Secured Parties or Required Secured
Parties, as applicable.
(f) Non-Reliance on the Collateral Agent and Other Secured
Parties. Each of SunTrust, Toronto Dominion and Bank of America, as
Administrative Agent for the Lenders, expressly acknowledges that
neither the Collateral Agent nor any of its respective officers,
directors, employees, agents, attorneys-in-fact, Subsidiaries or
Affiliates has made any representations or warranties to it and that no
act by the Collateral Agent hereinafter taken, including any review of
the affairs of the Obligors or any of their respective Subsidiaries,
shall be deemed to constitute any representation or warranty by the
Collateral Agent to any Secured Party. Each of SunTrust, Toronto
Dominion and Bank of America, as Administrative Agent for the Lenders,
represents that it has made and will continue to make, independently and
without reliance upon the Collateral Agent or any other Secured Party,
and based on such documents and information as it shall deem appropriate
at the time, its own credit analysis, appraisals and decisions in taking
or not taking action under this Security Agreement and the other
Documents, and to make such investigation as it deems necessary to
inform itself as to
21
the business, operations, property, financial and other condition and
creditworthiness of the Obligors and their respective Subsidiaries.
Except for notices, reports and other documents expressly required to be
furnished to the Secured Parties by the Collateral Agent hereunder, the
Collateral Agent shall not have any duty or responsibility to provide
any Secured Party with any credit or other information concerning the
business, operations, property, financial and other condition or
creditworthiness of any Obligor or any of its Subsidiaries which may
come into the possession of the Collateral Agent or any of its
respective officers, directors, employees, agents, attorneys-in-fact,
Subsidiaries or Affiliates.
(g) Indemnification. The Lenders under the Credit Agreement
have agreed, and each of SunTrust and Toronto Dominion, as Secured
Parties, hereby agree, to indemnify the Collateral Agent in its capacity
as such and (to the extent not reimbursed by the Obligors and without
limiting the obligation of the Obligors to do so), ratably according to
the respective amounts of their Secured Obligations from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any
time following the payment of the Secured Obligations) be imposed on,
incurred by or asserted against the Collateral Agent in any way relating
to or arising out of this Security Agreement or the other Documents, or
any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or
omitted by the Collateral Agent under or in connection with any of the
foregoing; provided that no Secured Party shall be liable for the
payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements to the extent they result from the Collateral Agent's bad
faith, gross negligence or willful misconduct. The agreements in this
Section 28(g) shall survive the payment of the Secured Obligations and
all other amounts payable hereunder and the termination of this Security
Agreement.
(h) The Collateral Agent in Its Individual Capacity. The
Collateral Agent and its respective Subsidiaries and Affiliates may make
loans to, accept deposits from and generally engage in any kind of
business with the Obligors as though the Collateral Agent were not an
Collateral Agent hereunder. With respect to any Loans made or renewed by
it and any Note issued to it and with respect to any Letter of Credit
issued by it or participated in by it, the Collateral Agent shall have
the same rights and powers under this Security Agreement and the other
Documents as any Secured Party and may exercise the same as though it
were not an Collateral Agent, and the terms "Secured Party" and "Secured
Parties" shall include the Collateral Agent in its individual capacity.
(i) Resignation of the Collateral Agent; Successor Collateral
Agent. The Collateral Agent may resign as Collateral Agent at any time
by giving thirty (30) days advance notice thereof to the Secured Parties
and the Obligors and, thereafter, the retiring Collateral Agent shall be
discharged from its duties and obligations hereunder. Upon any such
resignation, the Required Secured Parties shall have the right, subject
to the approval of the Borrower (so long as no Event of Default has
occurred and is continuing), to appoint a successor Collateral Agent. If
no successor Collateral Agent shall have been
22
so appointed by the Required Secured Parties, been approved (so long as
no Event of Default has occurred and is continuing) by the Borrower or
have accepted such appointment within thirty (30) days after the
Collateral Agent's giving of notice of resignation, then the Collateral
Agent may, on behalf of the Secured Parties, appoint a successor
Collateral Agent reasonably acceptable to the Borrower (so long as no
Default or Event of Default has occurred and is continuing). Upon the
acceptance of any appointment as Collateral Agent hereunder by a
successor Collateral Agent, such successor Collateral Agent shall
thereupon succeed to and become vested with all rights, powers,
privileges and duties of the retiring Collateral Agent. After any
retiring Collateral Agent's resignation hereunder as Collateral Agent,
the provisions of this Section 28 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it
while it was acting as Collateral Agent. If no successor administrative
agent has accepted appointment as Collateral Agent by the date which is
thirty (30) days following a retiring Collateral Agent's notice of
resignation, the retiring Collateral Agent's resignation shall
nevertheless thereupon become effective and the Secured Parties shall
perform all of the duties of the Collateral Agent hereunder until such
time, if any, as the Required Secured Parties appoint a successor agent
as provided for above.
[remainder of page intentionally left blank]
23
Each of the parties hereto has caused a counterpart of this Security
Agreement to be duly executed and delivered as of the date first above written.
BORROWER: CARAUSTAR INDUSTRIES, INC.,
a North Carolina corporation
By: H. XXX XXXXXX, III
-------------------------------------
Name: H. Xxx Xxxxxx, III
Title: Vice President Planning & Development
and Chief Financial Officer
GUARANTORS: AUSTELL HOLDING COMPANY, LLC,
a Georgia limited liability company
CAMDEN PAPERBOARD CORPORATION,
a New Jersey corporation
CARAUSTAR CUSTOM PACKAGING GROUP, INC.,
a Delaware corporation
CARAUSTAR CUSTOM PACKAGING GROUP (MARYLAND), INC.,
a Maryland corporation
CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC.,
a Delaware corporation
CARAUSTAR MILL GROUP, INC.,
an Ohio corporation f/k/a Caraustar Paperboard Corporation
CARAUSTAR RECOVERED FIBER GROUP, INC.,
a Delaware corporation
CHICAGO PAPERBOARD CORPORATION,
an Illinois corporation
FEDERAL TRANSPORT, INC.,
an Ohio corporation
GYPSUM MGC, INC.,
a Delaware corporation
HALIFAX PAPER BOARD COMPANY, INC.,
a North Carolina corporation
MCQUEENEY GYPSUM COMPANY,
a Delaware corporation
XXXXXXXX GYPSUM COMPANY, LLC,
a Delaware limited liability company
PBL INC.,
a Delaware corporation
XXXXXXX PAPERBOARD, INC.,
a Connecticut corporation
By: H. XXX XXXXXX, III
-------------------------------------
Name: H. Xxx Xxxxxx, III
Title: Vice President Planning & Development
and Chief Financial Officer
of each of the Foregoing Guarantors
CARAUSTAR, G.P.,
a South Carolina general partnership
By: CARAUSTAR INDUSTRIES, INC.,
a North Carolina corporation, general partner
By: H. XXX XXXXXX, III
--------------------------------------
Name: H. Xxx Xxxxxx, III
Title: Vice President Planning & Development
and Chief Financial Officer
By: CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS
GROUP, INC., a Delaware corporation, general partner
By: H. XXX XXXXXX, III
--------------------------------------
Name: H. Xxx Xxxxxx, III
Title: Vice President Planning & Development
and Chief Financial Officer
Agreed and Accepted to as of the date first above written.
BANK OF AMERICA, N.A.,
in its capacity as Collateral Agent
By: /s/ XXXXXX X. XXXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
---------------------------------
Title: Vice President
--------------------------------
The undersigned hereby acknowledge and accept the foregoing Security Agreement
and agree to the terms of Section 28 thereof:
BANK OF AMERICA, N.A.,
in its capacity as Administrative Agent for the Lenders
By: /s/ XXXXXX X. XXXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
---------------------------------
Title: Vice President
--------------------------------
SUNTRUST BANK, ATLANTA
By: /s/ J. XXXXX XXXXXXX
-----------------------------------
Name: J. Xxxxx Xxxxxxx
---------------------------------
Title: Vice President
--------------------------------
TORONTO DOMINION (TEXAS), INC.
By: /s/ XXXXX XXXXXX
-----------------------------------
Name: Xxxxx Xxxxxx
---------------------------------
Title: Vice President
--------------------------------
SCHEDULE 4(a)
PRINCIPAL PLACE OF BUSINESS/CHIEF EXECUTIVE OFFICES
SCHEDULE 4(a)
EXACT LEGAL NAME OF ENTITY AS SPECIFIED
IN ITS CHARTER AND ADDRESS OF JURISDICTION OF
CHIEF EXECUTIVE OFFICES FORMATION
--------------------------------------- ---------------
Caraustar Industries, Inc. North Carolina
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
Austell Holding Company, LLC Georgia
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
Camden Paperboard Corporation New Jersey
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Caraustar, G.P. (a general partnership) South Carolina
0000 Xxxxxxxx Xxxxx
Xx. Xxxx, XX 00000
Caraustar Custom Packaging Group, Inc. Delaware
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
Caraustar Custom Packaging Group (Maryland), Inc. Maryland
0000 Xxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
Caraustar Industrial and Consumer Products Group, Inc. Delaware
0000 Xxxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Caraustar Mill Group, Inc. Ohio
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
Caraustar Recovered Fiber Group, Inc. Delaware
000 Xxxxxxxx Xxxxxx, XX
Xxxxx 000
Xxxxxxxx, XX 00000
Chicago Paperboard Corporation Illinois
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
Federal Transport, Inc. Ohio
000 Xxxxx Xxxxx 000 Xxxxx
Xxxxx Xxxxx, XX 00000
Gypsum MGC, Inc. Delaware
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
Halifax Paper Board Company, Inc. North Carolina
000 Xxx. 00 Xxxxx
Xxxxxxx Xxxxxx, XX 00000
McQueeney Gypsum Company Delaware
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
XxXxxxxx Gypsum Company, LLC Delaware
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
PBL, Inc. Delaware
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
Xxxxxxx Paperboard, Inc. Connecticut
000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
2
NAME OTHER NAMES USED IN LAST 5 YEARS
------------------------------ --------------------------------
Austell Holding Company, LLC Austell Box Board Corporation Merged into Austell Holding Company, LLC (06/30/01)
Camden Paperboard Corporation None
Caraustar Custom Packaging
Group, Inc. Atlantic Coast Carton Company Merged into Caraustar Custom Packaging Group, Inc. 1/1/2000
ACC Services Liquidated into Atlantic Coast Carton Company (1999)
Mid-State Paper Box Company Merged into Caraustar Custom Packaging Group, Inc. 12/20/99
Packrite Packaging, Inc. Merged into Caraustar Custom Packaging Group, Inc. 12/20/99
Carolina Paper Box Co. Inc. Merged into Caraustar Custom Packaging Group, Inc. 12/20/99
Mid Packaging Group, Inc. Merged into Caraustar Custom Packaging Group, Inc. 12/20/99
The Xxxxxx Company Merged into Caraustar Custom Packaging Group, Inc. 12/20/99
Specialty Packaging, Inc. Merged into Caraustar Custom Packaging Group, Inc. 12/20/99
General Packaging Service, Inc. Merged into Caraustar Custom Packaging Group, Inc. 12/20/99
Oak Tree Packaging Corporation Merged into Caraustar Custom Packaging Group, Inc. 12/20/99
Boxall, Inc Merged into Caraustar Custom Packaging Group, Inc. 12/20/99
Caraustar Packaging Group, Inc. Change Name to Caraustar Custom Packaging Group, (12/15/99)
Mil Pak, Inc. Merged into Caraustar Custom Packaging Group, Inc. (03/28/00)
Crane Carton Company, LLC Merged into Caraustar Custom Packaging Group, Inc. (2/23/01)
Crane Carton Acquisition, Inc. Merged into Caraustar Custom Packaging Group, Inc. (2/23/01)
Caraustar Custom Packaging Group Chesapeake Paperboard Company Change Name to Caraustar Custom Packaging Group
(Maryland), Inc. (Maryland), Inc. (03/22/01)
Caraustar Custom Packaging Group (Maryland), Inc. merged
into (3/5/01)
Chesapeake Fiber Packaging Change Name to Caraustar Custom Packaging Group (Maryland),
Company, Inc. Inc. (1/1/00).
Caraustar Industrial and Consumer Star Paper Tube, Inc. Merged into Caraustar Industrial and Consumer Products
Products Group, Inc. Group, Inc. (1/1/00)
Federal Packaging Corporation Change Name to Caraustar Industrial and Consumer Products
Group, Inc. (12/8/99)
Arrow Paper Products Company Merged into Caraustar Industrial and Consumer Products
Group, Inc. (9/29/00)
Caraustar Recovered Fiber Group, Paper Recycling, Inc Merged into Caraustar Recovered Fiber Group, Inc. (6/30/01)
Carolina Recycling, Inc. Merged into Caraustar Recovered Fiber Group, Inc. (1/1/00)
Columbus Recycling, Inc. Merged into Caraustar Recovered Fiber Group, Inc. (6/30/01)
Star Recycling Incorporated Merged into Caraustar Recovered Fiber Group, Inc. (1/1/00)
Caraustar Paper Sales, Inc. Merged into Caraustar Recovered Fiber Group, Inc. (1/1/00)
Macon Recycling, Inc. Closed (2000)
Etowah Recycling, Inc. Merged into Caraustar Recovered Fiber Group, Inc. (1/1/00)
Caraustar Paperstock Inc.
Richmond Recycling, Inc.
3
Caraustar Mill Group, Inc. Caraustar Paperboard Corporation Changed Name to Caraustar Mill Group, Inc. (6/4/01)
New Austell Box Board Corporation Merged into Caraustar Mill Group, Inc. (6/30/01)
Sweetwater Paperboard Company, Inc. Merged into Caraustar Mill Group, Inc. (6/30/01)
Buffalo Paperboard Corporation Merged into Caraustar Mill Group, Inc. (6/30/01)
Carolina Component Concepts, Inc. Merged into Caraustar Mill Group, Inc. (6/30/01)
Carolina Converting, Incorporated Merged into Caraustar Mill Group, Inc. (6/30/01)
Carolina Paperboard Corporation Merged into Caraustar Mill Group, Inc. (6/30/01)
Carotell Paper Board Corporation Merged into Caraustar Mill Group, Inc. (6/30/01)
Chattanooga Paperboard Corporation Merged into Caraustar Mill Group, Inc. (6/30/01)
Cincinnati Paperboard Corporation Merged into Caraustar Mill Group, Inc. (6/30/01)
New Austell Box Board Company Merged into Caraustar Mill Group, Inc. (6/30/01)
Reading Paperboard Corporation Merged into Caraustar Mill Group, Inc. (6/30/01)
Richmond Paperboard Corporation Merged into Caraustar Mill Group, Inc. (6/30/01)
Chicago Paperboard Corporation None
Federal Transport, Inc. None
Gypsum MGC, Inc. None
Halifax Paper Board Company, Inc. Halifax Acquisition Company Changed name to Halifax Paper Board Company, Inc. (5/2/00)
McQueeney Gypsum Company LLC None
McQueeney Gypsum Company McQueeney Gypsum Company (TX) Merged into McQueeney Gypsum Company (DE)
PBL, Inc. PBL Indiana, Inc.
Xxxxxxx Paperboard, Inc. None
4
SCHEDULE 4(b)
LOCATION
SCHEDULE 4(b)
COMPANY NAME INVENTORY ADDRESS
------------ -----------------
CARAUSTAR MILL GROUP, INC.
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
0000 Xxxxxxxxx Xxx.
Xxxxxxxxxxx, XX 00000
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
0000 Xxxxxxxxx Xx., Xx. #0
Xxxxxxx Xxxxxx, XX 00000
X.X. Xxx 000000
Xxxxxxxxx, XX 00000
00 Xxxx 0xx Xxxxxx
Xxxxxxxx, XX 00000
000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
000 Xxxxxx Xxxxxx
Xxxx, XX 00000-0000
000 Xxx Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
0000 Xxxxxxx 000
CARAUSTAR CUSTOM PACKAGING GROUP, INC. Xxxxxxxxx, XX 00000
000 X. Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
X.X. Xxx 000000
Xxxxxxxxx, XX 00000
000 Xxxxxx Xxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
0000 Xxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
SCHEDULE 4(b)
COMPANY NAME INVENTORY ADDRESS
------------ -----------------
000 00xx Xxxxxx, X.X.
Xxxxxxxxx, XX 00000
0000 X. X. Xxx. 00 Xxxx
Xxxxxxxxxxxxx, XX 00000
00 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
00 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
0000 Xxxxx Xxxxxx
Xxxx, XX 00000
Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
00000 Xxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
0000 Xxxxxxx Xxxxxx, XX
Xxxxx Xxxxxx, XX 00000
0000 Xxxxxxx Xxxxxx, XX
Xxxxx Xxxxxx, XX 00000
00000 Xxxx Xxxxxxxxx
Xx. Xxxxx, XX 00000
0000 Xx. Xxxxx Xxxxxx
Xxxxxx, XX 00000
0000 Xxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
00000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxx, XX 00000
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
00 Xxxxxx Xxxx
Xxxx Xxxxx, XX 00000
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
000 Xxxxxxxx Xxxxxx, XX
CARAUSTAR RECOVERED FIBER GROUP Xxxxx 000
Xxxxxxxx, XX 00000
SCHEDULE 4(b)
COMPANY NAME INVENTORY ADDRESS
------------ -----------------
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
0000 Xxxxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
000 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
0000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxx 00, XX 000
Xxxxxxxxxxx, XX 00000
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
CARAUSTAR INDUSTRIAL & CONSUMER PRODUCTS 0000 Xxxxxxxx Xxxxx
GROUP, INC. Xxxx Xxxx, XX 00000
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
0000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xx. 0, Xxx 000
Xxxxxxx, XX 00000
0000 X. Xxxxxx Xx.
Xxxxxx, XX 00000
Barge Xxxx Xxx. Xxxx
Xxxxxxx Xxxx
Xxxxxxx, XX 00000
0000 X. Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx 000
Xxxxx Xxxxxxx, XX 00000
0000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
000 X. 0xx Xxxxxx
Xxxxxxxx, XX 00000
SCHEDULE 4(b)
COMPANY NAME INVENTORY ADDRESS
------------ -----------------
000 Xxxxxxxxxx Xxxxx
XxXxxxx, XX 00000
0000 XxXxx Xxxxx
Xxxx Xxxx, XX 00000
000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
0000 Xxxxxxx Xxx.
Xxxxxxx, XX 00000
000 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
0000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
0000 Xxxxxxxxxx Xxx.
Xxxxxxxx, XX 00000
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
0000 Xxxxx, 0000 Xxxx
Xxxx Xxxx Xxxx, XX 00000
00 Xxxxx 00xx Xxx., Xxxxx Xxx
Xxxxxxx, XX 00000
000 Xxxxxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000
0000 Xxxxxxxxxx Xxxx Xx.
Xxxxxxxxxxxx, XX 00000
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
00000 Xxxxx Xxxx
Xxxxxxxxxxxx Xxxxxxx, XX
00000-0000
Ampoint Industrial Park
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000 Xxxx Xxxxx
Xxxxxxx, XX 00000
000 Xxxxxxxxxx Xx., Xxxxx 000
Xxxxxx Xxxx, XX 00000
000 Xxxxx Xxxxx 000 Xxxxx
Xxxxx Xxxxx, XX 00000
000 Xxxx Xxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
SCHEDULE 4(b)
COMPANY NAME INVENTORY ADDRESS
------------ -----------------
000 Xxxxxxx Xxxx.
Xxxxxxxx, XX 00000
Xxxxx Xxx. 00, Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
0000 Xxxxxx Xxxx
Xxx Xxxxxx Xxxxx, XX 00000
0000 Xxxxx Xxxxx Xx.
Xxxxxxxxxxxx, XX 00000
0000 X. Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
0000 Xxxxxxx Xxx.
Xxxxxxx, XX 00000
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
0000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
0000 Xxxxx Xxx
Xxxxxxx Xxxxx, XX 00000
000 Xxxx Xxxxxx Xxxxxxxxx
Xxxxx, XX 00000
FEDERAL TRANSPORT, INC. No Inventory
CAMDEN PAPERBOARD CORP Closed
CHICAGO PAPERBOARD CORP Closed
000 Xxx. 00 Xxxxx
Xxxxxxx Xxxxxx, XX 00000
HALIFAX PAPER BOARD CO., INC.
Xxxxxxxx, XX 00000-0000
000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
XXXXXXX PAPERBOARD INC.
PBL, INC. Own JV interest. JV owns the Inventory
MCQUEENEY GYPSUM COMPANY LLC Own JV interest. JV owns the Inventory
MCQUEENEY GYPSUM COMPANY No Inventory
GYPSUM MGC, INC. Own JV interest. JV owns the Inventory
SCHEDULE 4(b) CONT.
INVENTORY HELD BY THIRD PARTIES
CARAUSTAR CUSTOM PACKAGING GROUP
Xxx Xxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Grand Warehouse and Distribution Corporation
X. Xxxx
Xxxxxxx, XX 00000
Grand Warehouse and Distribution Corporation
000 X. Xxxxxxxx
Xxxxxxx, XX 00000
Adaptive Warehouse
X-000 X. Xxxx Xxx.
Xxxxx Xxxxx, XX 00000
CW&T Corporate
000 00xx Xxxxxx
Xx. Xxxxx, XX
Handl-It
0000 Xxxxx Xxxx.
Xxxxxx, XX 00000
XX Xxxxxxx
000 Xxxx 0000 Xxxxx
Xxxx Xxxx Xxxx, XX 00000
Xxxxx X. Xxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX
Xxxxxxxxx Property LLC
0000 Xxxx Xxxxx Xxxx
Xxxx Xxx, XX 00000
Xxxxxx Industrial Center
0000 Xxxxxxx Xxx. Xxxx
Xxxxxx, XX 00000
Central Ohio Warehouse
00 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
New Utrecht Properties
000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Sulco Warhousing & Logistics
000 Xxxx Xxxx.
Xxxxxxxxxxx, XX 00000
Rock Commercial RealRock
0000 Xxxx Xxxx
Xxxx, XX 00000
CARAUSTAR RECOVERED FIBER GROUP, INC.
None
CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC.
Arkansas Packaging
0000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
American Warehouse
0000 Xxxxxxxx Xxxx.
Xxxxxx, XX 00000
Precision Warehouse
0000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
JIT Warehouse
000 Xxxxxxxx Xxx
Xxxxx Xxxx, XX 00000
Merit Distribution
0000 Xxxxxx Xxx.
Xxxxxxx, XX 00000
Xxxxxxx Distribution Center
0000 X. Xxxxxxxxxx XX
Xxxxxxx, XX 00000
CARAUSTAR MILL GROUP, INC.
R.R. Xxxxxxxx & Sons Co.
0000 Xxxxxxx Xx.
Xxxxxxxxxxxx, XX 00000
Tri-Gen Tubes
0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
K&S Custom Warehouse
0000 Xxxxxxxxxx Xx.
Xxxxxxxx, XX 00000
Freemont Flask
0000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Plastic Film Corp.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Uniek, Inc.
000 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxxxxx Company Warehousing and Distribution
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Xxxx Realty Company
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxxx Distribution Systems
000 Xxxxxx Xxxx
Xxxxxxxxx, 0000000
Lagrou Distributions Centers
00000 Xxxxxxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
CRL Warehouse
000 Xxxxx 00xx Xxxxxx
Xxxxxxxxxx, XX 00000
Manchester Industries
00 Xxxx Xxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Expedx Converting
0000 Xxxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx XX 00000
Schrafel Paperboard Converting Corp.
00 Xxxx Xxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Xxxx Xxxxxx, LLC
000 Xxxx Xxxx
Xxxxxxx, XX 00000
