EXHIBIT 10.1
AMENDMENT No. 2 dated as of June 15, 1997 (this
"Amendment"), to the Credit Agreement dated as of May 11,
1994, as amended and restated as of May 17, 1996, as
further amended by Amendment No. 1 thereto dated as of
September 30, 1996 (as so amended, the "Credit
Agreement"), among Jefferson Smurfit Corporation, a
Delaware corporation ("JSC"); Jefferson Smurfit
Corporation (U.S.), a Delaware corporation (the
"Borrower"); JSCE, Inc., a Delaware corporation ("JSCE");
the financial institutions party thereto from time to
time (the "Lenders"); The Chase Manhattan Bank, a New
York banking corporation ("Chase"), and Bankers Trust
Company, a New York banking corporation, as senior
managing agents (in such capacity, the "Senior Managing
Agents") for the Lenders; the fronting banks named
therein (the "Fronting Banks"); and Chase, as swingline
lender (in such capacity, the "Swingline Lender"), as
administrative agent (in such capacity, the
"Administrative Agent") and as collateral agent (in such
capacity, the "Collateral Agent").
A. Pursuant to the terms and subject to the conditions
contained in the Credit Agreement, the Lenders, the Swingline
Lender and the Fronting Banks have extended, and have agreed to
extend, credit to the Borrower.
B. The Borrower has requested that the Credit Agreement
be amended (i) to modify certain of the financial covenants
contained therein and (ii) to replace Schedule 7.04 (Investments)
to the Credit Agreement with Exhibit A hereto.
C. The Required Lenders are willing so to amend the
Credit Agreement on the terms and subject to the conditions herein
contained.
D. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to them in the Credit
Agreement.
Accordingly, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. Amendment to Section 7.15 of the Credit
Agreement. Section 7.15 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
"SECTION 7.15. Consolidated EBITDA. Permit Consolidated
EBITDA for any four-quarter period ending during any period
set forth below to be less than the amount set forth opposite
such period:
Period Amount
From and including
June 30, 1997 through
and including June 30,
1998 $235,000,000
From and including
September 30, 1998 through
and including December 31,
1998 $285,000,000
From and including March 31,
1999 through and including
December 31, 1999 $375,000,000
Thereafter $425,000,000"
SECTION 2. Amendment to Section 7.16 of the Credit
Agreement. Section 7.16 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
"SECTION 7.16. Interest Coverage Ratio. Permit the ratio
of (a) Consolidated EBITDA to (b) Consolidated Interest
Expense for any four-quarter period ending during any period
set forth below to be less than the amount set for the
opposite such period:
Period Ratio
From and including June 30,
1997 through and including
June 30, 1998 1.25 to 1
From and including September 30,
1998 through and including
December 31, 1998 1.50 to 1
From and including March 31,
1999 through and including
December 31, 1999 2.00 to 1
Thereafter 2.25 to 1"
SECTION 3. Substitution of Schedule. Schedule 7.04 to
the Credit Agreement is hereby deleted in its entirety and Exhibit
A hereto is hereby substituted therefor for all purposes under the
Loan Documents.
SECTION 4. Representations and Warranties. To induce
the other parties hereto to enter into this Amendment, each of JSC,
JSCE, and the Borrower represents and warrants to each of the
Lenders, the Administrative Agent, the Senior Managing Agents, the
Fronting Banks, the Swingline Lender and the Collateral Agent that,
after giving effect to this Amendment, (a) the representations and
warranties set forth in Article IV of the Credit Agreement are true
and correct in all material respects on and as of the date hereof,
except to the extent such representations and warranties expressly
relate to an earlier date and (b) no Default or Event of Default
has occurred and is continuing.
SECTION 5. Conditions to Effectiveness. This Amendment
shall become effective on the date on which the Administrative
Agent shall have received counterparts of this Amendment that, when
taken together, bear the signatures of JSC, JSCE, the Borrower and
the Required Lenders.
SECTION 6. Effect of Amendment. Except as expressly
set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of the Lenders, the Fronting Banks,
the Swingline Lender, the Collateral Agent, the Administrative
Agent, the Senior Managing Agents, JSC, JSCE, the Borrower or the
Guarantors under the Credit Agreement or any other Loan Document,
and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document, all of which
are ratified and affirmed in all respects and shall continue in
full force and effect. Nothing herein shall be deemed to entitle
JSC, JSCE, the Borrower or the Guarantors to a consent to, or a
waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document in similar or
different circumstances.
SECTION 7. Counterparts. This Amendment may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts
constitute but one and the same instrument. Delivery of any
executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.
SECTION 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 9. Headings. The headings of this Amendment
are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all
as of the date and year first above written.
JEFFERSON SMURFIT CORPORATION (U.S.),
by
/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Assistant Treasurer
JEFFERSON SMURFIT CORPORATION,
by
/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Assistant Treasurer
JSCE, INC.,
by
/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Assistant Treasurer
THE CHASE MANHATTAN BANK, individually and as
Administrative Agent, Collateral Agent and Senior
Managing Agent,
by
/s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
BANKERS TRUST COMPANY, individually and as Fronting
Bank and Senior Managing Agent,
by
/s/ Xxxx Xx Xxxxx
Name: Xxxx Xx Xxxxx
Title: Assistant Vice President
AERIES FINANCE LTD.
by
/s/ Xxxxxx Xxx Xxxxxxx
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
ARAB BANKING CORPORATION
by
/s/ Xxxxx X. XxXxxxxx
Name: Xxxxx X. XxXxxxxx
Title: Vice President
BANKBOSTON, N.A.
by
/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Division Executive
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
by
/s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Vice President
BANK OF IRELAND
by
/s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
BANK OF MONTREAL
by
/s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Managing Director
THE BANK OF NEW YORK
by
/s/ Xxxxxxx X. X'Xxxx
Name: Xxxxxxx X. X'Xxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA
by
/s/ F.C.H. Xxxxx
Name: F.C.H. Xxxxx
Title: Senior Manager Loan
Operations
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
by
/s/ Xxxxx X. XxXxxxxxxx
Name: Xxxxx X. XxXxxxxxxx
Title: Vice President
BANQUE FRANCAISE DU COMMERCE EXTERIEUR NYB
by
/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
by
/s/ Xxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
BANQUE PARIBAS
by
/s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx
Title: Vice President
by
/s/ Joli Xxxx Xxxxx
Name: Joli Xxxx Xxxxx
Title: Assistant Vice President
CERES FINANCE LTD.
by
/s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Director
CHRISTIANIA BANK OG KREDITKASSE
ASA, NEW YORK BRANCH
by
/s/ Xxxx-Xxxxxx Xxxxxxxx
Name: Xxxx-Xxxxxx Xxxxxxxx
Title: First Vice President
by
/s/ Xxxxxx X. XxXxxxx, III
Name: Xxxxxx X. XxXxxxx, III
Title: Vice President
CITIBANK, N.A.
by
/s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE
by
/s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: First Vice President
by
/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
DRESDNER BANK AG NEW YORK AND GRAND CAYMAN BRANCHES
by
/s/ X.X. Xxxxxxx
Name: X.X. Xxxxxxx
Title: Assistant Vice President
by
/s/ B. Sacin
Name: B. Sacin
Title: Assistant Treasurer
FALCON 94 LTD.
by
/s/ Xxxx X. X. Xxxxxx
Name: Xxxx X. X. Xxxxxx
Title: Director
FIRST NATIONAL BANK OF CHICAGO
by
/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: First Vice President
THE FUJI BANK
by
/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President & Manager
GENERAL ELECTRIC CAPITAL CORPORATION
by
/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Duly Authorized Signatory
XXXXXXX SACHS CREDIT PARTNERS L.P.
by
/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Authorized Signer
XXXXXX FINANCIAL, INC.
by
/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
IMPERIAL BANK
by
/s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.
by
/s/ Takuya Honjo
Name: Takuya Honjo
Title: Senior Vice President
KEYPORT LIFE INSURANCE COMPANY
by CHANCELLOR LGT SENIOR
SECURED MANAGEMENT, INC.,
as Portfolio Advisor
/s/ Xxxxxxxxxxx X. Xxxxx
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER INC.
by
/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
LONG TERM CREDIT BANK OF JAPAN, LTD.
by
/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Sr. Vice President and
Joint General Manager
MEDICAL LIABILITY MUTUAL INSURANCE CO.
by CHANCELLOR LGT SENIOR
SECURED MANAGEMENT, INC.,
as Investment Manager
by
/s/ Xxxxxxxxxxx X. Xxxxx
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
MEES PIERSON NV
by
/s/ Xxxx X'Xxxxxx
Name: Xxxx X'Xxxxxx
Title: Senior Vice President
MERCANTILE BANK NATIONAL ASSOCIATION
by
/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President/Group Manager
XXXXXXX XXXXX PRIME RATE PORTFOLIO
by XXXXXXX XXXXX ASSET MANAGEMENT, L.P.,
as Investment Advisor
by
/s/ Xxxxxx Xxxxxxxx, CFA
Name: Xxxxxx Xxxxxxxx, CFA
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
by
/s/ Xxxxxx Xxxxxxxx, CFA
Name: Xxxxxx Xxxxxxxx, CFA
Title: Authorized Signatory
THE MITSUBISHI TRUST AND BANKING CORPORATION
by
/s/ Xxxxxxxxx Xxxxxxx
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
MITSUI LEASING (U.S.A.) INC.
by
/s/ Yuichi Kamizawa
Name: Yuichi Kamizawa
Title: Vice President
ML CBO IV (CAYMAN) LTD
by PROTECTIVE ASSET MANAGEMENT,
L.L.C. AS COLLATERAL MANAGER
by
/s/ Xxxxx Xxxxxxx CPA, CFA
Name: Xxxxx Xxxxxxx, CPA, CFA
Title: President Protective
Asset Management, L.L.C.
XXXXXX XXXXXXX SENIOR FUNDING, INC.
by
/s/ Xxxxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
NATIONSBANK
by
/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Sr. Vice President
RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS B.V.
by CHANCELLOR LGT SENIOR
SECURED MANAGEMENT, INC., as
Portfolio Advisor
by
/s/ Xxxxxxxxxxx X. Xxxxx
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
THE SAKURA BANK, LIMITED
by
/s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO
by BOSTON MANAGEMENT AND
RESEARCH AS INVESTMENT
ADVISOR
by
/s/ Payson X. Xxxxxxxxx
Name: Payson X. Xxxxxxxxx
Title: Vice President
SENIOR HIGH INCOME PORTFOLIO, INC.
by
/s/ Xxxxxx Xxxxxxxx, CFA
Name: Xxxxxx Xxxxxxxx, CFA
Title: Authorized Signatory
SOCIETE GENERALE NEW YORK BRANCH
by
/s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
STRATA FUNDING LTD.
by
/s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Director
THE SUMITOMO BANK, LIMITED
by
/s/ Suresh Tata
Name: Suresh Tata
Title: Senior Vice President
TORONTO DOMINION (TEXAS), INC.
by
/s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President
TRANSAMERICA BUSINESS CREDIT CORPORATION
by
/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
THE TRAVELERS INDEMNITY COMPANY
by
/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Investment Officer
THE TRAVELERS INSURANCE COMPANY
by
/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Investment Officer
TRUST COMPANY OF THE WEST
by
/s/ Xxxx X. Gold
Name: Xxxx X. Gold
Title: Managing Director
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST
by
/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
Portfolio Manager
THE YASUDA TRUST & BANKING CO., LTD.
by
/s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Deputy General Manager
