EXHIBIT 99.1
THIRD AMENDMENT
OF CREDIT AGREEMENT
THIS THIRD AMENDMENT OF CREDIT AGREEMENT, dated as of May 22, 1997 (this
"AMENDMENT"), is by and among Stone Container Corporation, a Delaware
corporation (the "BORROWER"), the undersigned financial institutions, including
Bankers Trust Company, in their capacities as lenders (collectively, the
"LENDERS," and each individually, a "LENDER"), Bankers Trust Company, as agent
(the "AGENT") for the Lenders, and the undersigned financial institutions in
their capacities as Co-Agents.
RECITALS:
The Borrower, Bank of America National Trust & Savings Association, The
Bank of New York, The Bank of Nova Scotia, Caisse Nationale de Credit
Agricole, The Chase Manhattan Bank, N.A., Dresdner Bank AG-Chicago and Grand
Cayman Branches, The First National Bank of Chicago, The Long-Term Credit
Bank of Japan, Ltd., NationsBank, N.A. (Carolinas), The Sumitomo Bank, Ltd.,
Chicago Branch and Toronto Dominion (Texas), Inc., as co-agents
(collectively, the "CO-AGENTS," and each individually, a "CO-AGENT"), the
Agent and the Lenders are parties to that certain Amended and Restated Credit
Agreement dated as of March 22, 1996, as amended by the First Amendment of
Credit Agreement dated as of June 20, 1996 and the Second Amendment of Credit
Agreement dated as of December 18, 1996 (the "CREDIT AGREEMENT").
The Borrower has requested the Agent and the Lenders to amend
SECTION 5.2.2(K) of the Credit Agreement.
The Borrower, the Agent and the Lenders desire to amend SECTION 5.2.2(K) of
the Credit Agreement on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings given them in the
Credit Agreement.
SECTION 2. AMENDMENT TO THE CREDIT AGREEMENT. SECTION 5.2.2(K) of
the Credit Agreement is, as of the Effective Date (as defined below), hereby
amended by deleting "$100 million" appearing in such Section and substituting
therefor "$150 million".
SECTION 3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. This
Amendment shall become effective upon the date (the "EFFECTIVE DATE") when each
of the Borrower, the Agent and the Required Lenders shall have executed and
delivered this Amendment.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The
Borrower represents and warrants to the Lenders, the Co-Agents and the Agent
as follows:
(a) The representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects at and as of the date hereof as though
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made on and as of the date hereof (except to the extent specifically made
with regard to a particular date).
(b) No Event of Default or Unmatured Event of Default has occurred
and is continuing.
(c) The execution, delivery and performance of this Amendment has
been duly authorized by all necessary action on the part of, and duly
executed and delivered by, the Borrower and this Amendment is a legal,
valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its terms, except as the enforcement thereof
may be subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally and general principles of equity (regardless of whether such
enforcement is sought in a proceeding in equity or at law).
(d) The execution, delivery and performance of this Amendment do not
conflict with or result in a breach by the Borrower of any term of any
material contract, loan agreement, indenture or other agreement or
instrument to which the Borrower is a party or is subject.
SECTION 5. REFERENCES TO AND EFFECT ON THE CREDIT AGREEMENT.
(a) On and after the Effective Date each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import, and each reference to the Credit Agreement in the Loan Documents and all
other documents (the "ANCILLARY DOCUMENTS") delivered in connection with the
Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby.
(b) Except as specifically amended above, the Credit Agreement, the
Loan Documents and all other Ancillary Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Lenders, the Co-Agents or the Agent under the Credit
Agreement, the Loan Documents or the Ancillary Documents.
(d) The Borrower acknowledges and agrees that this Amendment
constitutes a "Loan Document" for purposes of the Credit Agreement, including,
without limitation, SECTION 7.1(d) of the Credit Agreement.
SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same instrument. This Amendment shall be binding upon the respective parties
hereto upon the execution and delivery of this Amendment by the Borrower, the
Agent and the Required Lenders regardless of whether it has been executed and
delivered by all of the Lenders. Delivery of an executed counterpart of a
signature page of this Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Amendment.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.
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SECTION 8. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
SECTION 9. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers thereunto duly authorized as of the
date above first written.
STONE CONTAINER CORPORATION BANKERS TRUST COMPANY, in its
individual capacity and as Agent
By: By:
Name: Name:
Title: Title:
BANK OF AMERICA NATIONAL TRUST BANK OF BOSTON
AND SAVINGS ASSOCIATION, in its
individual capacity and as a Co-Agent
By: By:
Name: Name:
Title Title:
THE BANK OF NEW YORK, in its THE BANK OF NOVA SCOTIA, in its
individual capacity and as a Co-Agent individual capacity and as a Co-Agent
By: By:
Name: Name:
Title: Title:
CAISSE NATIONALE DE CREDIT AERIES FINANCE LTD.
AGRICOLE, in its individual
capacity and as a Co-Agent
By: By:
Name: Name:
Title: Title:
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CERES FINANCE LTD. STRATA FUNDING LTD.
By: By:
Name: Name:
Title: Title:
THE CHASE MANHATTAN BANK, N.A., in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING,
its individual capacity and as a INC.
Co-Agent, and as successor to both
Chemical Bank and The Chase
Manhattan Bank, N.A.
By: By:
Name: Name:
Title: Title:
OCTAGON CREDIT INVESTORS LOAN COMPAGNIE FINANCIERE DE CIC ET DE
PORTFOLIO (formerly known as CHL L'UNION EUROPEENNE
High Yield Loan Portfolio), a Unit
of The Chase Manhattan Bank, N.A.
By: By:
Name: Name:
Title: Title:
DRESDNER BANK AG (New York and Grand THE EQUITABLE LIFE ASSURANCE SOCIETY
Cayman Branches), in its individual OF THE UNITED STATES
capacity and as a Co-Agent
By: By:
Name: Name:
Title: Title:
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THE FIRST NATIONAL BANK OF KEYPORT LIFE INSURANCE COMPANY
CHICAGO, in its individual capacity
and as a Co-Agent By: Chancellor Senior Secured
Management, Inc., as Portfolio Advisor
By: By:
Name: Name:
Title: Title:
▇▇▇▇▇▇ COMMERCIAL PAPER INC. THE LONG-TERM CREDIT BANK OF JAPAN,
LTD. in its individual capacity and as
a Co-Agent
By: By:
Name: Name:
Title: Title:
▇▇▇▇▇▇ BANK LTD., formerly known as SENIOR HIGH INCOME PORTFOLIO, INC.
Union Bank of Finland, Ltd., Grand
Cayman Branch
By: By:
Name: Name:
Title: Title:
SENIOR HIGH INCOME PORTFOLIO, INC., CANADIAN IMPERIAL BANK OF COMMERCE
as successor in interest to Senior
High Income Portolio II, Inc.
By: By:
Name: Name:
Title: Title:
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RESTRUCTURED OBLIGATIONS BACKED SENIOR HIGH INCOME PORTFOLIO, INC.,
BY SENIOR ASSETS B.V. as successor in interest to Senior
Strategic Income Fund, Inc.
By: Chancellor Senior Secured
Management, Inc., as Portfolio Advisor
By: By:
Name: Name:
Title: Title:
NATIONSBANK, N.A. (CAROLINAS), in its CITIBANK, N.A.
individual capacity and as a Co-Agent
By: By:
Name: Name:
Title: Title:
STICHTING RESTRUCTURED OBLIGATIONS SENIOR DEBT PORTFOLIO
BACKED BY SENIOR ASSETS 2 (ROSA2)
By: Chancellor Senior Secured By: Boston Management and Research,
Management, Inc., as Portfolio as Investment Advisor
Advisor
By: By:
Name: Name:
Title: Title:
THE SUMITOMO BANK, LTD., CHICAGO TORONTO DOMINION (TEXAS), INC., in its
BRANCH, in its individual capacity individual capacity and as a Co-Agent
and as a Co-Agent
By: By:
Name: Name:
Title: Title:
▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PRIME RATE MEDICAL LIABILITY MUTUAL INSURANCE
INCOME TRUST COMPANY
By: By:
Name: Name:
Title: Title:
FIRST ALABAMA BANK CAPTIVA FINANCE LTD.
By: By:
Name: Name:
Title: Title:
THE YASUDA TRUST & BANKING CO., INDOSUEZ CAPITAL FUNDING II,
LTD. CHICAGO BRANCH LIMITED
By: Indosuez Capital Luxembourg, as
Collateral Manager
By: By:
Name: Name:
Title: Title:
METROPOLITAN LIFE INSURANCE PROTECTIVE LIFE INSURANCE
COMPANY CO.
By: By:
Name: Name:
Title: Title:
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▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE ▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING
PORTFOLIO RATE FUND, INC.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management,
LP, as Investment Advisor
By: By:
Name: Name:
Title: Title:
CARILION HOLDING, LTD. OAK HILL SECURITIES FUND, L.P.
By: By:
Name: Name:
Title: Title:
ML CBO IV (CAYMAN) LTD. SANWA BUSINESS CREDIT CORPORATION
By: Protective Asset Management,
L.L.C., as Collateral Manager
By: By:
Name: Name:
Title: Title:
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▇▇▇▇▇▇▇, ▇▇▇▇▇ CREDIT PARTNERS L.P. FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By: By:
Name: Name:
Title: Title:
ING BARING (US) CAPITAL CORP DLJ CAPITAL FUNDING, INC.
By: By:
Name: Name:
Title: Title:
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