exv10w2






Exhibit 10.2




      




AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT




dated as of September 19, 2008




among




PACKAGING RECEIVABLES COMPANY, LLC,

as Borrower




PACKAGING CREDIT COMPANY, LLC,

as Initial Servicer




YC SUSI TRUST,

as a Lender




and




BANK OF AMERICA, NATIONAL ASSOCIATION,

individually as a Lender and as Agent




      




 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I THE CREDIT
	 	 	2	 
	Section 1.1. The Facility
	 	 	2	 
	Section 1.2. Funding Mechanics; Liquidity Fundings
	 	 	2	 
	Section 1.3. Interest Rates
	 	 	3	 
	Section 1.4. Payment Dates; Noteless Agreement
	 	 	4	 
	Section 1.5. Prepayments
	 	 	5	 
	Section 1.6. Reductions in Aggregate Commitment
	 	 	6	 
	Section 1.7. Requests for Increases in Aggregate Commitment
	 	 	6	 
	Section 1.8. Extension of the Scheduled Termination Date
	 	 	6	 
	Section 1.9. Distribution of Certain Notices; Notification of Interest Rates
	 	 	7	 
	 
	 	 	 	 
	ARTICLE II BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS
	 	 	7	 
	Section 2.1. Method of Borrowing
	 	 	7	 
	Section 2.2. Selection of Interest Periods for Eurodollar Loans
	 	 	7	 
	Section 2.3. Computation of Concentration Limits and Unpaid Balance
	 	 	8	 
	Section 2.4. Maximum Interest Rate
	 	 	8	 
	Section 2.5. Payments and Computations, Etc
	 	 	8	 
	Section 2.6. Non-Receipt of Funds by the Agent
	 	 	9	 
	 
	 	 	 	 
	ARTICLE III SETTLEMENTS
	 	 	9	 
	Section 3.1. Reporting
	 	 	9	 
	Section 3.2. Allocations and Distributions
	 	 	9	 
	Section 3.3. Non-Distribution of Servicer’s Fee
	 	 	10	 
	Section 3.4. Deemed Collections
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IV FEES AND YIELD PROTECTION
	 	 	11	 
	Section 4.1. Fees
	 	 	11	 
	Section 4.2. Yield Protection
	 	 	11	 
	Section 4.3. Funding Losses
	 	 	13	 
	 
	 	 	 	 
	ARTICLE V CONDITIONS OF ADVANCES
	 	 	14	 
	Section 5.1. Conditions Precedent to Initial Advance
	 	 	14	 
	Section 5.2. Conditions Precedent to All Advances
	 	 	16	 






i 









 




TABLE
OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	ARTICLE VI REPRESENTATIONS AND WARRANTIES
	 	 	17	 
	Section 6.1. Representations and Warranties of the Borrower and the Servicer
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VII GENERAL COVENANTS OF THE BORROWER AND SERVICER
	 	 	21	 
	Section 7.1. Affirmative Covenants of the Borrower and Servicer
	 	 	21	 
	Section 7.2. Reporting Requirements of the Borrower
	 	 	23	 
	Section 7.3. Negative Covenants of the Borrower and the Servicer
	 	 	25	 
	Section 7.4. Separate Corporate Existence of the Borrower
	 	 	27	 
	 
	 	 	 	 
	ARTICLE VIII ADMINISTRATION AND COLLECTION
	 	 	29	 
	Section 8.1. Designation of Servicer
	 	 	29	 
	Section 8.2. Duties of Servicer
	 	 	30	 
	Section 8.3. Rights of the Agent
	 	 	32	 
	Section 8.4. Responsibilities of the Borrower
	 	 	32	 
	Section 8.5. Further Action Evidencing the Security Interest
	 	 	33	 
	Section 8.6. Application of Collections
	 	 	33	 
	 
	 	 	 	 
	ARTICLE IX SECURITY INTEREST
	 	 	34	 
	Section 9.1. Grant of Security Interest
	 	 	34	 
	Section 9.2. Remedies
	 	 	34	 
	Section 9.3. Termination after Final Payout Date
	 	 	34	 
	Section 9.4. Limitation on Rights to Collateral Proceeds
	 	 	34	 
	 
	 	 	 	 
	ARTICLE X EVENTS OF DEFAULT
	 	 	34	 
	Section 10.1. Events of Default
	 	 	34	 
	Section 10.2. Remedies
	 	 	37	 
	 
	 	 	 	 
	ARTICLE XI THE AGENT
	 	 	37	 
	Section 11.1. Appointment
	 	 	37	 
	Section 11.2. Delegation of Duties
	 	 	38	 
	Section 11.3. Exculpatory Provisions
	 	 	38	 
	Section 11.4. Reliance by Agent
	 	 	38	 
	Section 11.5. Notice of Events of Default
	 	 	39	 
	Section 11.6. Non-Reliance on Agent and Other Lenders
	 	 	39	 






ii 









 




TABLE
OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	Section 11.7. Indemnification of Agent
	 	 	39	 
	Section 11.8. Agent in its Individual Capacity
	 	 	40	 
	Section 11.9. Successor Agent
	 	 	40	 
	Section 11.10. Agent’s Conflict Waivers
	 	 	40	 
	Section 11.11. UCC Filings
	 	 	41	 
	 
	 	 	 	 
	ARTICLE XII ASSIGNMENTS AND PARTICIPATIONS
	 	 	41	 
	Section 12.1. Restrictions on Assignments, etc
	 	 	41	 
	Section 12.2. Rights of Assignees and Participants
	 	 	42	 
	Section 12.3. Terms and Evidence of Assignment
	 	 	42	 
	 
	 	 	 	 
	ARTICLE XIII INDEMNIFICATION
	 	 	42	 
	Section 13.1. Indemnities by the Borrower
	 	 	42	 
	Section 13.2. Indemnities by Servicer
	 	 	44	 
	 
	 	 	 	 
	ARTICLE XIV MISCELLANEOUS
	 	 	45	 
	Section 14.1. Amendments, Etc
	 	 	45	 
	Section 14.2. Notices, Etc
	 	 	45	 
	Section 14.3. No Waiver; Remedies
	 	 	46	 
	Section 14.4. Binding Effect; Survival
	 	 	46	 
	Section 14.5. Costs, Expenses and Taxes
	 	 	46	 
	Section 14.6. No Proceedings
	 	 	47	 
	Section 14.7. Confidentiality Provisions
	 	 	47	 
	Section 14.8. [Reserved]
	 	 	48	 
	Section 14.9. Captions and Cross References
	 	 	48	 
	Section 14.10. Integration
	 	 	48	 
	Section 14.11. Governing Law
	 	 	49	 
	Section 14.12. Waiver of Jury Trial
	 	 	49	 
	Section 14.13. Consent to Jurisdiction; Waiver of Immunities
	 	 	49	 
	Section 14.14. Execution in Counterparts
	 	 	49	 
	Section 14.15. No Recourse Against Other Parties
	 	 	49	 
	Section 14.16. Amendment and Restatement
	 	 	50	 
	 
	 	 	 	 
	ARTICLE XV ADDITIONAL LIQUIDITY BANK PROVISIONS
	 	 	50	 






iii 









 




TABLE
OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	Section 15.1. Assignment to Liquidity Banks
	 	 	50	 
	Section 15.2. Downgrade of Liquidity Bank
	 	 	52	 







iv 









 








AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT




     THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is entered into as of September 19,
2008, by and among:




     (1) Packaging Receivables Company LLC, a Delaware limited liability company (together
with its successors and permitted assigns, the “Borrower”),




     (2) Packaging Credit Company, LLC, a Delaware limited liability company (together with
its successors, the “Initial Servicer”), as initial servicer hereunder (in such capacity,
together with any successor servicer or sub-servicer appointed pursuant to Section 8.1, the
“Servicer”),




     (3) YC SUSI Trust, a Delaware statutory trust (together with its successors, “YC
SUSI”), and Bank of America, National Association, a national banking association, in its
capacity as a Liquidity Bank to YC SUSI (together with its successors, “Bank of America”),
as Lenders (hereinafter defined), and




     (4) Bank of America, National Association, as agent for the Lenders (in such capacity,
together with any successors thereto in such capacity, the “Agent”).



     Unless otherwise indicated, capitalized terms used in this Agreement are defined in Annex A.



W I T N E S S E T H:




     WHEREAS, the Borrower is a wholly-owned subsidiary of Packaging Corporation of America;



     WHEREAS, Packaging Corporation of America, as Originator, and Packaging Credit Company, LLC
(“Seller”) have entered into a Receivables Sale Agreement (the “Sale Agreement”) pursuant to which
the Originator has sold, and hereafter will sell, to the Seller all of its right, title and
interest in and to its accounts receivable and certain related rights;



     WHEREAS, the Seller sells or contributes to the Borrower under the Purchase and Sale Agreement
all of its right, title and interest in and to its accounts receivable and certain related rights;



     WHEREAS, the Borrower, the Servicer, Blue Ridge Asset Funding Corporation (“Blue Ridge”), as a
Lender, and Wachovia Bank, N.A. (“Wachovia”), as a Lender and as Agent, entered into that certain
Credit and Security Agreement, dated as of November 29, 2000 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Original Credit Agreement”);



     WHEREAS, Blue Ridge, Wachovia, YC SUSI and Bank of America have entered into that certain
Assignment and Acceptance Agreement (the “Assignment Agreement”), dated as of the date hereof,
pursuant to which Blue Ridge and Wachovia have assigned to YC SUSI and



 









 







Bank of America their respective rights as Lenders and Agent, as applicable, under the
Original Credit Agreement and other Transaction Documents;



     WHEREAS, the parties hereto desire to amend and restate the Original Credit Agreement to make
certain changes thereto;



     WHEREAS, the Borrower has requested that the Lenders make revolving loans to the Borrower from
time to time hereafter secured by the Collateral, and, subject to the terms and conditions
contained in this Agreement, the Lenders are willing to make such secured loans;



     WHEREAS, the Lenders have requested that Initial Servicer act as the initial Servicer for the
Collateral, and, subject to the terms and conditions contained in this Agreement, Initial Servicer
is willing to act in such capacity; and



     WHEREAS, Bank of America has been requested, and is willing, to act as the Agent under this
Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
the parties hereto hereby agree as follows:



ARTICLE I

THE CREDIT




     Section 1.1. The Facility. On the terms and subject to the conditions set forth in this
Agreement, the Borrower (or the Servicer on the Borrower’s behalf) may from time to time during the
Revolving Period request Advances by delivering a Borrowing Request to the Agent in accordance with
Section 2.1. Upon receipt of a copy of each Borrowing Request from the Borrower or Servicer, the
Agent shall advise the Borrower not later than 12:00 noon (New York City time) on the Business Day
following such receipt whether YC SUSI and/or the Liquidity Banks will fund a Loan (or Loans) in
the aggregate amount of the requested Advance, and in the event that YC SUSI elects not to make any
such Loan to the Borrower, each of the Liquidity Banks severally agrees to make its Ratable Share
of such Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at
no time may the aggregate principal amount of YC SUSI’s and the Liquidity Banks’ Loans at any one
time outstanding exceed the lesser of (i) the aggregate amount of the Liquidity Banks’ Commitments,
and (ii) the Borrowing Base (such lesser amount, the “Allocation Limit”). If the Agent advises the
Borrower that YC SUSI elects not to fund a Loan, the Borrower or Servicer may rescind the Borrowing
Request. Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of
$500,000. In no event may the aggregate principal amount of the Advances hereunder exceed the
lesser of (x) the Aggregate Commitment, or (y) the Borrowing Base. All Liquidity Banks’
Commitments shall terminate on the Termination Date. Each of the Loans, and all other Obligations
of the Borrower, shall be secured by the Collateral as provided in Article IX.



     Section 1.2. Funding Mechanics; Liquidity Fundings. (a) Each Advance hereunder shall consist
of Loans made from YC SUSI and/or the Liquidity Banks.



     (b) If a Liquidity Bank fails to transfer to the Agent its full Ratable Share of any Loan when
required by Section 1.1 (the aggregate amount not made available to the Agent by each



2









 







such Liquidity Bank being the “Unpaid Amount”), then, upon notice from the Agent by not later
than 1:15 p.m. (Chicago time), each Liquidity Bank not owing an Unpaid Amount shall transfer to the
Agent, by not later than 1:45 p.m. (Chicago time), an amount equal to the lesser of such Liquidity
Bank’s proportionate share (based on its Commitment divided by the Commitments of all Liquidity
Banks that have not so failed to pay their full Ratable Share) of the Unpaid Amount and its
Commitment. If the Agent does not then receive the Unpaid Amount in full, upon notice from the
Agent by not later than 2:00 p.m. (Chicago time) on such day, each Liquidity Bank that has not
failed to fund any part of its obligations on such day under this Section 1.2 shall pay to the
Agent, by not later than 2:30 p.m. (Chicago time), its proportionate share (determined as described
above) of the amount of such remaining deficiency up to the amount of its unused Commitment. Any
Liquidity Bank that fails to make a payment under this Section 1.2 on the date of a Liquidity
Funding shall pay on demand to each other Liquidity Bank that makes a payment under this subsection
(b) the amount paid by it to cover such failure, together with interest thereon, for each day from
the date such payment was made until the date such other Liquidity Bank has been paid such amount
in full, at a rate per annum equal to the Federal Funds Rate plus two percent (2%) per annum. In
addition, without prejudice to any other rights YC SUSI may have under applicable law, any
Liquidity Bank that has failed to transfer to the Agent under Section 1.1 its full Ratable Share of
any Loan shall pay on demand to YC SUSI the difference between such unpaid Ratable Share of such
Loan and the amount paid by other Liquidity Banks or the Agent to cover such failure, together with
interest thereon, for each day from the date such Ratable Share of such Loan was due until the date
paid, at a rate per annum equal to the Federal Funds Rate plus two percent (2%) per annum.



     (c) While it is the intent of YC SUSI to fund each requested Advance through the issuance of
Commercial Paper Notes, the parties acknowledge that if YC SUSI is unable, or determines that it is
undesirable, to issue Commercial Paper Notes to fund all or any portion of the Loans, or is unable
to repay such Commercial Paper Notes upon the maturity thereof, YC SUSI may put all or any portion
of its Loans to the Liquidity Banks at any time pursuant to the Liquidity Agreement to finance or
refinance the necessary portion of its Loans through a Liquidity Funding to the extent available.
The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination
thereof, selected by the Borrower in accordance with Article II. Regardless of whether a Liquidity
Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each
Liquidity Bank participating in a Liquidity Funding shall have the rights of a “Lender” hereunder
with the same force and effect as if it had directly made a Loan to the Borrower in the amount of
its Liquidity Funding.



     (d) Nothing herein shall be deemed to commit YC SUSI to make Loans. Nothing herein shall be
deemed to give the Borrower the right to select Eurodollar Loans or Alternate Base Rate Loans for
any Advance.



     Section 1.3. Interest Rates. (a) (i) Borrower shall pay CP Costs with respect to the
principal balance of YC SUSI’s Loans from time to time outstanding. Each Loan of YC SUSI that is
funded substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata
basis, based upon the percentage share that the principal in respect of such Loan represents in
relation to all assets held by YC SUSI and funded substantially with related Pooled Commercial
Paper. The Agent will notify the Borrower promptly after the commencement of



3









 







any period during which CP Costs are calculated pursuant to the last sentence of the
definition thereof, and will attempt to give prior notice if reasonably practicable under the
circumstances.




     (ii) Not later than the third Business Day immediately preceding each Reporting Date,
YC SUSI shall calculate the aggregate amount of CP Costs applicable to its CP Rate Loans for
the Settlement Period then most recently ended and shall notify Borrower of such aggregate
amount.



     (b) Each Eurodollar Loan shall bear interest on the outstanding principal amount thereof from
and including the first day of the Interest Period applicable thereto selected in accordance with
Article II of this Agreement to (but not including) the last day of such Interest Period at a rate
per annum equal to the sum of (i) the applicable Eurodollar Rate (Reserve Adjusted) for such
Interest Period plus (ii) the Bank Rate Spread.



     (c) Each Alternate Base Rate Loan shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Loan is made to but excluding the date it is
paid at a rate per annum equal to the Alternate Base Rate for such day. Changes in the rate of
interest on Alternate Base Rate Loans will take effect simultaneously with each change in the
Alternate Base Rate.



     (d) Notwithstanding anything to the contrary contained in Sections 1.3(a), (b) or (c), upon
the occurrence of an Event of Default, and during the continuance thereof, all Obligations shall
bear interest, payable upon demand, at the Default Rate.



     (e) Interest at any of the aforementioned rates shall be calculated for actual days elapsed on
the basis of a 360-day year. Interest shall be payable for the day a Loan is made but not for the
day of any payment on the amount paid if payment is received prior to noon (local time) at the
place of payment. If any payment of principal of or interest on a Loan shall become due on a day
which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in
the case of a principal payment, such extension of time shall be included in computing interest in
connection with such payment.



     Section 1.4. Payment Dates; Noteless Agreement. (a) On each Settlement Date, Borrower shall
pay to the Agent (for the benefit of YC SUSI) an aggregate amount equal to all accrued and unpaid
CP Costs (to the extent allocated to the Borrower in accordance with Section 1.3(a)(i)) in respect
of the principal associated with all CP Rate Loans for the Settlement Period then most recently
ended in accordance with Article II. The principal on each CP Rate Loan shall be payable on and
after the Termination Date as and when Collections are received.



     (b) The Borrower promises to pay each Eurodollar Loan on the last day of its Interest Period.



     (c) The Borrower promises to pay each Alternate Base Rate Loan, together with all accrued and
unpaid interest thereon, on or before the earlier to occur of (i) the Termination Date, and (ii)
refinancing of such Loan with a CP Rate Loan or a Eurodollar Loan.



     (d) The Borrower promises to pay all accrued and unpaid interest on each Loan (other than a CP
Rate Loan) on its applicable Interest Payment Date.



4









 





     (e) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender from time to time, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder. Upon request of the Borrower or the Agent, such Lender will
confirm the outstanding principal balances of its Loans and the amount of any accrued and unpaid
interest thereon. The entries maintained in the accounts maintained pursuant to this Section shall
be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided,
however, that the failure of any Lender to maintain such accounts or any error therein shall not in
any manner affect the obligation of the Borrower to repay the Obligations in accordance with their
terms.



     Section 1.5. Prepayments. Subject, in the case of CP Rate Loans and Eurodollar Loans, to the
funding indemnification provisions of Section 4.3:




     (a) The Borrower may from time to time prepay, without penalty or premium, all
outstanding Loans, or, in a minimum aggregate amount of $2,000,000 (or a larger integral
multiple of $1,000,000), any portion of the outstanding Loans upon two Business Days’ prior
written notice to the Agent (each, a “Prepayment Notice”), provided that each such
prepayment of principal is accompanied by a payment of all accrued and unpaid interest
thereon and is made ratably amongst the Lenders; it being understood that the Borrower, in
its discretion, may designate the outstanding Loans to which the Agent will apply each such
prepayment or portion thereof, subject to, in the case of CP Rate Loans or Eurodollar Loans,
the funding indemnification provisions of Section 4.3 hereof;




     (b) If on any Business Day, the aggregate outstanding principal amount of YC SUSI’s
Loans and the Liquidity Fundings made by the Liquidity Banks exceeds the Allocation Limit,
the Borrower shall prepay such Loans, subject, in the case of CP Rate Loans and Eurodollar
Loans, to the funding indemnification provision of Section 4.3 but otherwise without premium
or penalty, by initiating a wire transfer to the Agent not later than 11:00 a.m. (New York
City time) on the second Business Day thereafter in an amount sufficient to eliminate such
excess, together with interest accrued and to accrue on the amount prepaid; and




     (c) Upon receipt of any wire transfer pursuant to Section 1.5(b), the Agent shall
initiate a wire transfer to the Lenders of their respective shares thereof not later than
1:00 p.m. (New York City time) on the date when received.




     (d) Upon the occurrence of a Credit Event, the Agent shall have the right (x) to
declare that the Termination Date has occurred, whereupon the Aggregate Commitment shall
terminate and all Collections shall be allocated and distributed pursuant to Section 3.2(b)
hereof (the “Credit Event Amortization Option”) or (y) to require the Borrower to pay
additional interest of 2.0% per annum on the principal amount of any Loan (the “Additional
Interest Option”). Within ten (10) days of the occurrence of a Credit Event, the Borrower
will deliver a notice (the “Credit Event Amortization Notice”) to the Agent describing such
event. Promptly after the occurrence of the Credit Event, the Agent will elect the Credit
Event Amortization Option or the Additional Interest Option, and the Agent shall deliver a
notice (the “Credit Event



5









 







Election Notice”) to the Borrower informing the Borrower of such election. If the
Agent elects the Credit Event Amortization Option, then on the date of delivery of the
Credit Event Notice, the Agent shall allocate and distribute all Collections pursuant to
Section 3.2(b) and on the earlier of (A) the date of such distribution and (B) the date the
Borrower receives the Credit Event Election Notice, the Aggregate Commitment shall
automatically terminate. If the Agent elects the Additional Interest Option, then from the
date of the occurrence of such Credit Event, the Borrower shall pay interest on the
principal amount of any Loan at a rate per annum equal at all times to 2.0% per annum above
the rate per annum required to be paid on such Loan pursuant to Section 1.3.



     Section 1.6. Reductions in Aggregate Commitment. The Borrower may permanently reduce the
Aggregate Commitment in whole, or ratably in part, in a minimum amount of $5,000,000 (or a larger
integral multiple of $1,000,000), upon at least five (5) Business Days’ written notice to the Agent
(each, a “Commitment Reduction Notice”), provided, however, that (a) the amount of the Aggregate
Commitment may not be reduced below the aggregate principal amount of the outstanding Advances, and
(b) the amount of the Aggregate Commitment may not be reduced below $5,000,000 unless the Aggregate
Commitment is terminated in full. All accrued and unpaid fees shall be payable on the effective
date of any termination of the Aggregate Commitment. Each Commitment Reduction Notice shall be
irrevocable once delivered to the Agent.



     Section 1.7. Requests for Increases in Aggregate Commitment. The Borrower may from time to
time request increases in the Aggregate Commitment in a minimum amount of $5,000,000 (or a larger
integral multiple of $1,000,000), upon at least thirty (30) days’ prior written notice to the
Agent, which notice shall specify the amount of and proposed effective date for any such requested
increase (each, a “Commitment Increase Request”). If each of the Lenders agrees to the requested
increase by notifying the Agent and the Borrower in writing of their concurrence, such increase
shall be made to the Commitments of the Liquidity Banks, ratably in accordance with their
respective Ratable Shares as of the effective date specified in the Commitment Increase Request.
If less than all of the Lenders agree to such increase, the amount of the Aggregate Commitment
shall remain unchanged.



     Section 1.8. Extension of the Scheduled Termination Date. Provided that no Event of Default
exists and is continuing, the Borrower may request an extension of the Scheduled Termination Date
by submitting a request for an extension (each, an “Extension Request”) to the Agent no more than
sixty (60) days prior to the Scheduled Termination Date then in effect. The Extension Request must
specify the new Scheduled Termination Date requested by the Borrower and the date (which must be at
least thirty (30) days after the Extension Request is delivered to the Agent) as of which the
Agent, the Lenders and the Liquidity Banks must respond to the Extension Request (the “Response
Date”). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled
Termination Date in effect at the time the Extension Request is received, including the Scheduled
Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt
of an Extension Request, the Agent shall notify YC SUSI and the Liquidity Banks of the contents
thereof and shall request each such Person to approve the Extension Request. Each Lender and
Liquidity Bank approving the Extension Request shall deliver its written approval to the Agent no
later than the Response Date, whereupon the Agent shall notify the Borrower within one (1) Business
Day thereafter as



6









 







to whether all of the Lenders have approved the Extension Request. If all of the Lenders have
approved the Extension Request, the Scheduled Termination Date specified in the Extension Request
shall become effective on the existing Scheduled Termination Date, and the Agent shall promptly
notify the Borrower and the Lenders of the new Scheduled Termination Date. If all of the Lenders
do not unanimously agree to an Extension Request, the Scheduled Termination Date shall remain
unchanged.



     Section 1.9. Distribution of Certain Notices; Notification of Interest Rates. Promptly after
receipt thereof, the Agent will notify YC SUSI and the Liquidity Banks of the contents of each
Information Package, Borrowing Request, Extension Request, Commitment Reduction Notice, Prepayment
Notice, Commitment Increase Request or notice of default received by it from the Borrower or the
Servicer hereunder. In addition, the Agent shall promptly notify the Lenders and the Borrower of
each determination of and change in Interest Rates.



ARTICLE II

BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS




     Section 2.1. Method of Borrowing. The Borrower (or the Servicer on the Borrower’s behalf)
shall give the Agent irrevocable notice in the form of Exhibit 2.1 hereto (each, a “Borrowing
Request”) not later than 12:00 noon (New York City time) at least two Business Days before the
Borrowing Date of each Advance. On each Borrowing Date, each Lender shall make available its Loan
or Loans in immediately available funds to the Agent by initiating a wire transfer in such amount
not later than 12:00 noon (New York City time). Subject to its receipt of such wire transfers, the
Agent will initiate a wire transfer of the funds so received from the Lenders to the Borrower at
the account specified in its Borrowing Request not later than 1:00 p.m. (New York City time) on the
applicable Borrowing Date. Neither the Borrower, nor the Servicer on the Borrower’s behalf, may
deliver more than four (4) Borrowing Requests in any month.



     Section 2.2. Selection of Interest Periods for Eurodollar Loans. If the Borrower has been
informed by the Agent that CP Rate Loans are not available, prior to the occurrence of an Event of
Default, the Borrower or the Servicer in its Borrowing Request may request Interest Periods for
Eurodollar Loans from time to time to apply to each Lender’s Eurodollar Loans; provided, however,
that (i) at least one Interest Period shall mature on each Settlement Date, and (ii) no Interest
Period which began prior to the Scheduled Termination Date shall extend beyond the Scheduled
Termination Date.



     While the Agent will use reasonable efforts to accommodate the Borrower’s or the Servicer’s
requests for Interest Periods prior to an Event of Default, the Agent shall have the right to
subdivide any requested Eurodollar Loan into one or more Eurodollar Loans of different Interest
Periods, or, if the requested period is not feasible, to suggest an alternative Interest Period,
provided that not less than $1,000,000 of principal may be allocated to any Interest Period of any
Lender, and no Alternate Base Rate Loan may have a principal amount of less than $1,000,000.



     The Borrower (or the Servicer on the Borrower’s behalf) may not request an Interest Period for
a Eurodollar Loan unless it shall have given the Agent written notice of its desire



7









 







therefor not later than 12:00 noon (New York City time) at least three (3) Business Days prior
to the first day of the desired Interest Period. Accordingly, all Liquidity Fundings shall
initially be Alternate Base Rate Loans.



     Unless the Agent shall have received written notice by 12:00 noon (New York City time) on the
third Business Day prior to the last day of an Interest Period that the Borrower intends to reduce
the aggregate principal amount of the Eurodollar Loans outstanding from the Liquidity Banks, each
of the Liquidity Banks shall be entitled to assume that the Borrower desires to refinance its
maturing Eurodollar Loans on the last day of such Interest Period with Eurodollar Loans with an
Interest Period of one (1) month.



     The Agent acknowledges and agrees that a Borrowing Request shall not be required in connection
with the refinancing on the last day of an Interest Period of maturing Eurodollar Loans.



     If the Agent or any Liquidity Bank determines (i) that maintenance of any Eurodollar Loan
would violate any applicable law or regulation, (ii) that deposits of a type and maturity
appropriate to match fund any of such Liquidity Bank’s Eurodollar Loans are not available or (iii)
that the maintenance of any Eurodollar Loans will not adequately and fairly reflect the cost of
such Liquidity Bank of funding Eurodollar Loans, then the Agent, upon the direction of such
Liquidity Bank, shall suspend the availability of future Eurodollar Loans until such time as the
Agent or applicable Liquidity Bank provides notice that the circumstances giving rise to such
suspension no longer exist, and, if required by any applicable law or regulation, terminate any
outstanding Eurodollar Loan so affected. All Loans allocated to any such terminated Eurodollar
Loan shall be reallocated to an Alternative Base Rate Loan.



     Section 2.3. Computation of Concentration Limits and Unpaid Balance. The Obligor
Concentration Limits and the aggregate Unpaid Balance of Receivables of each Obligor and its
Affiliated Obligors (if any) shall be calculated as if each such Obligor and its Affiliated
Obligors were one Obligor.



     Section 2.4. Maximum Interest Rate. No provision of this Agreement shall require the payment
or permit the collection of interest in excess of the maximum permitted by applicable law.



     Section 2.5. Payments and Computations, Etc. (a) Payments. The Borrower or the Servicer, as
the case may be, shall initiate a wire transfer of immediately available funds of all amounts to be
paid or deposited by the Borrower or the Servicer to the Agent or any of the Lenders (other than
amounts payable under Section 4.2) no later than 11:00 a.m. (New York City time) on the day when
due in lawful money of the United States of America to the Agent at its address specified in
Schedule 14.2, and, to the extent such payment is for the account of a Lender, the Agent shall
promptly disburse such funds to the appropriate Lender.



     (b) Late Payments. To the extent permitted by law, upon demand, the Borrower or the Servicer,
as applicable, shall pay to the Agent for the account of each Person to whom payment of any
Obligation is due, interest on all amounts not paid or deposited by 2:00 p.m. (New York City time)
on the date when due (without taking into account any applicable grace



8









 







period) at the Default Rate as specified in Section 10.1(a), provided, however, that no such
interest rate shall at any time exceed the maximum rate permitted by applicable law.



     (c) Method of Computation. All computations of interest, Servicer’s Fee, any per annum fees
payable under Section 4.1 and any other per annum fees payable by the Borrower to the Lenders, the
Servicer or the Agent under the Loan Documents shall be made on the basis of a year of 360 days for
the actual number of days (including the first day but excluding the last day) elapsed.



     (d) Avoidance or Recission of Payments. To the maximum extent permitted by applicable law, no
payment of any Obligation shall be considered to have been paid if at any time such payment is
rescinded or must be returned for any reason.



     Section 2.6. Non-Receipt of Funds by the Agent. Unless a Lender notifies the Agent prior to
the date and time on which it is scheduled to fund a Loan that it does not intend to fund, the
Agent may assume that such funding will be made and may, but shall not be obligated to, make the
amount of such Loan available to the intended recipient in reliance upon such assumption. If such
Lender has not in fact funded its Loan proceeds to the Agent, the recipient of such payment shall,
on demand by the Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such amount was so made
available by the Agent until the date the Agent recovers such amount at a rate per annum equal to
the Federal Funds Rate for such day.



ARTICLE III

SETTLEMENTS




     Section 3.1. Reporting. (a) Information Packages. On the 15th Business Day after each
Cut-Off Date hereafter (each, a “Reporting Date”), the Servicer shall deliver to the Agent, a
report in the form of Exhibit 3.1(a) (each, an “Information Package”) accompanied by an electronic
file in a form reasonably satisfactory to the Agent; provided, however, that if an Event of Default
shall exist and be continuing, the Agent may request that a computation of the Borrowing Base be
made more frequently than monthly but no more frequently than once per day.



     (b) Interest; Other Amounts Due. At or before 12:00 noon (New York City time) on the Business
Day before each Settlement Date, the Agent shall notify the Borrower and the Servicer of (i) the
aggregate principal balance of all Loans made by the Lenders that are then outstanding, and (ii)
the aggregate amount of all principal, interest and fees that will be due and payable by the
Borrower to the Agent for the account of the Agent or the Lenders on such Settlement Date.



     Section 3.2. Allocations and Distributions.



     (a) Revolving Period. On each day during the Revolving Period, the Servicer shall set aside
and hold in trust solely for the account of the Agent, for the benefit of the Agent and the Lenders
(or deliver to the Collection Account as required pursuant to Section 7.1(i) hereof), the
Percentage Share of all Collections and Deemed Collections received on such day, to the extent
required for the payment of any accrued and unpaid Obligations (other than principal) on the



9









 







next Settlement Date or Interest Payment Date. If at any time Collections are received by the
Servicer during the Revolving Period, the Servicer shall (i) set aside such amounts as are required
pursuant to the immediately preceding sentence to satisfy all Obligations (including but not
limited to interest, fees, principal, increased costs or indemnification payments required
hereunder or under any other Transaction Document) and the Servicer’s Fee due or to become due as
of the next Settlement Date or Interest Payment Date, as applicable, and (ii) provided clause (i)
above has been satisfied, unless otherwise requested by the Borrower, apply the remaining
Collections to the purchase of additional Receivables from the Seller under and in accordance with
the Purchase and Sale Agreement. On each Settlement Date or Interest Payment Date, as applicable,
during the Revolving Period, the Servicer shall remit the amounts set aside above that have not
been used for the purchase of additional Receivables, first, to the Lenders in reduction of
the Obligations due and owing, and second, to the Servicer, for payment of the Servicer’s
Fee then due and owing.



     (b) Termination Date. On each day on and after the Termination Date, the Servicer shall set
aside and hold in trust solely for the account of the Agent, for the benefit of the Agent and the
Lenders (or delivered to the Collection Account as required pursuant to Section 7.1(i) hereof), the
Percentage Share of all Collections received on such day and such Collections shall be remitted as
follows on each Settlement Date, or if an Event of Default has occurred, on each other Business Day
specified by the Agent (provided the Servicer has been given two (2) Business Days’ prior notice
thereof):




     (i) first, to the Lenders (ratably, based on their Ratable Share) until all Loans of,
and interest due but not already paid to, the Lenders have been paid in full;




     (ii) second, to the Lenders until all other amounts owed to the Lenders have been paid
in full;




     (iii) third, to the Agent until all amounts owed to the Agent have been paid in full;




     (iv) fourth, to any other Person to whom any amounts are owed under the Transaction
Documents until all such amounts have been paid in full;




     (v) fifth, to the Servicer until all amounts owed to the Servicer under the Agreement
have been paid in full; and




     (vi) sixth, to the Borrower (or as otherwise required by applicable law).



     Section 3.3. Non-Distribution of Servicer’s Fee. Each of the Agent and the Secured Parties
hereby consents to the retention by the Servicer of a portion of the Percentage Share of the
Collections equal to the Servicer’s Fee (and, if applicable, any invoiced expenses of such Servicer
that are due and owing pursuant to Section 8.1(d)) so long as the Collections received by the
Servicer are sufficient to pay all amounts pursuant to Section 3.2 of a higher priority as
specified in such Section.



10









 





     Section 3.4. Deemed Collections. If on any day:



     (a) the Unpaid Balance of any Receivable is reduced as a result of any defective or rejected
goods or services, any cash discount or any other adjustment by any Loan Party or any Affiliate
thereof, or as a result of any tariff or other governmental or regulatory action, or



     (b) the Unpaid Balance of any Receivable is reduced or canceled as a result of a setoff in
respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related
or an unrelated transaction), or



     (c) the Unpaid Balance of any Receivable is reduced on account of the obligation of any Loan
Party or any Affiliate thereof to pay to the related Obligor any rebate or refund, or



     (d) the Unpaid Balance of any Receivable is less than the amount included in calculating the
Net Pool Balance for purposes of any Information Package (for any reason other than such Receivable
becoming a Defaulted Receivable), or



     (e) any of the representations or warranties of the Borrower set forth in Section 6.1(j), (l)
or (p) were not true when made with respect to any Receivable, or any of the representations or
warranties of the Borrower set forth in Section 6.1(k) are no longer true with respect to any
Receivable, or any Receivable is repurchased by the Seller pursuant to the Purchase and Sale
Agreement,


then, on such day, the Borrower shall be deemed to have received a Collection of such Receivable
(1) in the case of clauses (a)-(d) above, in the amount of such reduction or cancellation or the
difference between the actual Unpaid Balance and the amount included in calculating such Net Pool
Balance, as applicable; and (2) in the case of clause (e) above, in the amount of the Unpaid
Balance of such Receivable.




ARTICLE IV

FEES AND YIELD PROTECTION




     Section 4.1. Fees. The Borrower shall pay to the Agent and the Lenders certain fees from time
to time in amounts and payable on such dates as are set forth in the Fee Letter (including the
Facility Fees, the Program Fees and the Structuring Fee).



     Section 4.2. Yield Protection. If (i) a change to Regulation D or (ii) any Regulatory Change,
in either case, occurring after the date hereof:




     (a) shall subject an Affected Party to any tax, duty or other charge with respect to
its Obligations or, as applicable, its Commitment or its commitment under any Liquidity
Agreement, or shall change the basis of taxation of payments to the Affected Party of any
Obligations, owed to or funded in whole or in part by it or any other amounts due under this
Agreement in respect of its Obligations or, as applicable, its Commitment or its commitment
under any Liquidity Agreement except for (1) taxes based on, or measured by, net income, or
changes in the rate of tax on or determined by reference to the overall net income, of such
Affected Party, (2) franchise taxes, taxes on, or in the nature of, doing business taxes or
capital taxes, or (3) withholding taxes required



11









 







for payments made to any foreign entity which, at the time such foreign entity issues
its Commitment or Liquidity Commitment or becomes an assignee of a Lender hereunder, fails
to deliver to the Agent and the Borrower an accurate IRS Form W-8 BEN or W-8 ECI, as
applicable; or




     (b) shall impose, modify or deem applicable any reserve (including, without limitation,
any reserve imposed by the Federal Reserve Board, but excluding any reserve included in the
determination of interest), special deposit or similar requirement against assets of any
Affected Party, deposits or obligations with or for the account of any Affected Party or
with or for the account of any affiliate (or entity deemed by the Federal Reserve Board to
be an affiliate) of any Affected Party, or credit extended by any Affected Party; or




     (c) shall affect the amount of capital required or expected to be maintained by any
Affected Party; or




     (d) shall impose any other condition affecting any Obligation owned or funded in whole
or in part by any Affected Party, or its rights or obligations, if any, to make Loans or
Liquidity Fundings; or




     (e) shall change the rate for, or the manner in which the Federal Deposit Insurance
Corporation (or a successor thereto) assesses deposit insurance premiums or similar charges;


and the result of any of the foregoing is or would be:





     (x) to increase the cost to or to impose a cost on (I) an Affected Party
funding or making or maintaining any Loan, any Liquidity Funding, or any commitment
of such Affected Party with respect to any of the foregoing, or (II) any Agent for
continuing its or the Borrower’s relationship with any Affected Party, in each case,
in an amount deemed to be material by such Affected Party,




     (y) to reduce the amount of any sum received or receivable by an Affected Party
under this Agreement or under the Liquidity Agreement, or




     (z) to reduce the rate of return on such Affected Party’s capital as a
consequence of its Commitment, its Liquidity Commitment or the Loans made by it to a
level below that which such Affected Party could have achieved but for the
occurrence of such circumstances,


then, within thirty (30) days after demand by such Affected Party (which demand shall be
accompanied by a certificate setting forth, in reasonable detail, the basis of such demand and the
methodology for calculating, and the calculation of, the amounts claimed by the Affected Party),
the Borrower shall pay directly to such Affected Party such additional amount or amounts as will
compensate such Affected Party for such actual additional cost, actual increased cost or actual
reduction.




12









 









     (f) Each Affected Party will promptly notify the Borrower and the Agent of any event of
which it has knowledge (including any future event that, in the judgment of such Affected
Party, is reasonably certain to occur) which will entitle such Affected Party to
compensation pursuant to this Section 4.2; provided, however, no failure to give or delay in
giving such notification shall adversely affect the rights of any Affected Party to such
compensation.




     (g) In determining any amount provided for or referred to in this Section 4.2, an
Affected Party may use any reasonable averaging and attribution methods (consistent with its
ordinary business practices) that it (in its reasonable discretion) shall deem applicable.
Any Affected Party when making a claim under this Section 4.2 shall submit to the Borrower
the above-referenced certificate as to such actual increased cost or actual reduced return
(including calculation thereof in reasonable detail), which statement shall, in the absence
of demonstrable error, be conclusive and binding upon the Borrower.




     (h) Each of the Lenders agrees, and will require each Affected Party to agree that,
with reasonable promptness after an officer of such Lender or such Affected Party
responsible for administering the Transaction Documents becomes aware that it has become an
Affected Party under this Section 4.2, is entitled to receive payments under this Section
4.2, or is or has become subject to U.S. withholding taxes payable by any Loan Party in
respect of its investment hereunder, it will, to the extent not inconsistent with any
internal policy of such Person or any applicable legal or regulatory restriction, (i) use
all reasonable efforts to make, fund or maintain its commitment or investment hereunder
through another branch or office of such Affected Party, or (ii) take such other reasonable
measures, if, as a result thereof, the circumstances which would cause such Person to be an
Affected Party under this Section 4.2 would cease to exist, or the additional amounts which
would otherwise be required to be paid to such Person pursuant to this Section 4.2 would be
reduced, or such withholding taxes would be reduced, and if the making, funding or
maintaining of such commitment or investment through such other office or in accordance with
such other measures, as the case may be, would not otherwise adversely affect such
commitment or investment or the interests of such Person; provided that, such Person will
not be obligated to utilize such other lending office pursuant to this Section 4.2 unless
the Borrower agrees to pay all incremental expenses incurred by such Person as a result of
utilizing such other office as described in clause (i) above. For the avoidance of doubt,
any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting
Standards Board which becomes applicable to the Liquidity Banks shall constitute a
Regulatory Change subject to this Section 4.2.



     Section 4.3. Funding Losses. In the event that any Lender shall actually incur any actual
loss or expense (including any actual loss or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to make any Loan or any Liquidity
Funding, as applicable, or maintain any Loan or Liquidity Funding, as applicable) as a result of
(i) any payment of principal with respect to such Lender’s Loan being made on any day other than a
Settlement Date or the scheduled last day of an applicable Interest Period with respect thereto, as
applicable (it being understood that the foregoing shall not apply to any Alternate Base Rate
Loans), or (ii) any Loan not being made in accordance with a request therefor under Section 2.1,
then, upon written notice from the Agent to the Borrower and the



13









 







Servicer, the Borrower shall pay to the Servicer and the Servicer shall pay to the Agent for
the account of such Lender the amount of such actual loss or expense. Such written notice (which
notice shall set forth in reasonable detail the basis to the loss or expense and shall include the
methodology for calculating, and the calculation of, the amount of such actual loss or expense, in
reasonable detail) shall, in the absence of demonstrable error or unreasonable assumption,
methodology or allocations, be conclusive and binding upon the Borrower and the Servicer.



     Notwithstanding the foregoing, unless the Agent gives notice to the Borrower and the Servicer
that it is obligated to pay an amount pursuant to this Section 4.3 within one year after the date
the Lender obtained knowledge of the respective actual loss or expense, then such Lender shall only
be entitled to be compensated for such actual loss or expense as are incurred or suffered on or
after the date which occurs one year prior to the Agent giving notice to the Borrower and the
Servicer unless such loss or expense is incurred on a retroactive basis, in which case, such Lender
shall be entitled to be compensated for all loss and expense provided the Agent or such Lender
gives notice within one year from the date of such retroactive change. If the Borrower pays any
additional amount under this Section 4.3 to a Lender and such Lender determines that it has
actually received or realized in connection therewith any refund or any reduction of, or credit
against its tax liabilities in or with respect to the taxable year in which the additional amount
is paid (a “Tax Benefit”), such Lender shall pay to the Borrower an amount that such Lender shall
determine is equal to the net benefit, after tax, which was obtained by such Lender in such year as
a consequence of such Tax Benefit; provided, however, that nothing in this Section 4.3 shall
require any Lender to (i) seek a Tax Benefit or (ii) disclose any confidential information to the
Borrower or Servicer (including, without limitation, its tax returns).



ARTICLE V

CONDITIONS OF ADVANCES




     Section 5.1. Conditions Precedent to Initial Advance. The initial Advance pursuant to this
Agreement is subject to the condition precedent that (i) the Borrower or the Originator shall have
paid in full (x) all amounts required to be paid by each of them on or prior to the date hereof
pursuant to the Fee Letter and (y) the fees and expenses described in Section 14.5(a) and invoiced
prior to the date hereof, and (ii) the Agent shall have received, on or before the date of such
initial Advance, the following, each (unless otherwise indicated) dated such date and in form and
substance reasonably satisfactory to the Agent:




     (a) This Agreement, the Sale Agreement, the Purchase and Sale Agreement and each of the
other Transaction Documents executed by the Originator, the Borrower or the Servicer, as
applicable, each duly executed by the parties thereto;




     (b) A certificate of the Secretary or Assistant Secretary or other appropriate officer
of each Loan Party certifying the names and true signatures of the officers authorized on
its behalf to sign this Agreement and the other Transaction Documents to be delivered by it
hereunder (on which certificate the Agent and the Lenders may conclusively rely until such
time as the Agent shall receive from such Loan Party a revised certificate meeting the
requirements of this subsection (b));



14









 






     (c) The Certificate of Formation or other organizational documents of each Loan Party,
duly certified by the Secretary of State of such Loan Party’s state of incorporation or
organization, as of a recent date acceptable to the Agent in each case together with a copy
of the limited liability company agreement or other organizational document of such Loan
Party, duly certified by the Secretary or an Assistant Secretary of such Loan Party or other
appropriate officer;




     (d) Resolutions of the board of managers or other governing body of each Loan Party
authorizing its execution, delivery and performance of this Agreement and the other
Transaction Documents to which it is a party and all other documents evidencing necessary
corporate action and government approvals, if any;




     (e) Copies of good standing certificates or similar certificates of existence for each
Loan Party, issued by the Secretaries of State of the state of incorporation or organization
of such Loan Party and the state where such Loan Party’s principal place of business is
located;




     (f) UCC financing statements and/or UCC financing statement amendments satisfactory to
the Agent with respect to the Collateral together with written evidence satisfactory to the
Agent that the same have been filed or submitted for filing in the appropriate public filing
offices(s), in the Agent’s sole discretion, to perfect the Secured Parties’ first priority
security interest in the Collateral;




     (g) A signed acknowledgment by the Lockbox Bank, Wachovia and the Servicer of the
assignment of the rights under the Lockbox Agreement to the Agent;




     (h) Search reports provided in writing to the Agent (i) listing all effective financing
statements that name any Loan Party as debtor and that are filed in the jurisdictions in
which filings were made pursuant to subsection (f) above and in such other jurisdictions
that the Agent shall reasonably request, together with copies of such financing statements,
and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred
to in clause (i) above in the jurisdictions described therein and showing no such Liens;




     (i) The Seller Note, duly executed by the Borrower and the Initial PCA Note, duly
executed by the Seller;




     (j) A favorable opinion of counsel to Loan Parties admitted to practice in the State of
Illinois, covering the matters set forth in Exhibit 5.1(j);




     (k) Favorable opinions of counsel to Loan Parties, as to:




     (1) the existence of a “true sale” of the Receivables from the Originator to
the Seller and from the Seller to the Borrower under the Sale Agreement and the
Purchase and Sale Agreement, respectively; and



15









 






     (2) the inapplicability of the doctrine of substantive consolidation to the
Borrower and the Originator and to the Borrower and the Seller in connection with
any bankruptcy proceeding involving any Loan Party;




     (l) A pro forma Information Package, prepared as of the Cut-Off Date of August 31,
2008;




     (m) Satisfactory results of a review and audit of the Originator’s collection,
operating and reporting systems, Credit and Collection Policy, historical receivables data
and accounts, including satisfactory results of a review of the Originator’s operating
location(s) and satisfactory review and approval of the Eligible Receivables then in
existence and a written outside audit report of a financial consultant reasonably acceptable
to the Agent as to such matters, in each case, as of a recent date.




     (n) The Liquidity Agreement, in form and substance satisfactory to the Agent, duly
executed by the parties thereto;




     (o) With respect to the Performance Guarantor, copies of its most recent reports on SEC
Forms 10-K and 10-Q;




     (p) The Fee Letter, together with payment of any and all fees due on or prior to the
date of the initial Advance;




     (q) A certificate of an Authorized Officer of each of the Loan Parties certifying that
as of the date of the initial Advance, no Event of Default or Unmatured Default exists and
is continuing;




     (r) The Assignment Agreement, duly executed by the parties thereto; and




     (s) Such other agreements, instruments, certificates, opinions and other documents as
the Agent may reasonably request.



     Section 5.2. Conditions Precedent to All Advances. Each Advance (including the initial
Advance) shall be subject to the further conditions precedent that on the applicable Borrowing
Date, each of the following statements shall be true (and the Borrower, by accepting the amount of
such Advances or by receiving the proceeds of any Loan comprising such Advance, and each other Loan
Party, upon such acceptance or receipt by the Borrower, shall be deemed to have certified that):




     (a) the representations and warranties contained in Section 6.1 are accurate in all
material respects on and as of the date of such Advance as though made on and as of such day
and shall be deemed to have been made on such day,




     (b) no event has occurred and is continuing, or would result from such Advance, that
constitutes an Event of Default or Unmatured Default,




     (c) after giving effect to each proposed Advance, (i) the outstanding Loans made by YC
SUSI and the Liquidity Banks will not exceed the Allocation Limit, and (ii)



16









 







the sum of (x) the aggregate outstanding principal balance of the Advances as of the
date of such Advance and (y) the Required Reserves as of such date shall not exceed the Net
Pool Balance as of such date.




     (d) the Termination Date shall not have occurred, and




     (e) the Agent shall have timely received an appropriate Borrowing Request in accordance
with Section 2.1.



ARTICLE VI

REPRESENTATIONS AND WARRANTIES




     Section 6.1. Representations and Warranties of the Borrower and the Servicer. Each of the
Borrower and the Servicer represents and warrants as of the date hereof and as of the date of any
subsequent Borrowing Date, as follows:




     (a) Due Organization and Good Standing; Ownership. It is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization or
formation. Performance Guarantor owns, directly or indirectly, all outstanding ownership
interests of the Borrower and the Servicer, and all of such ownership interests are fully
paid and non-assessable and free and clear of any Liens.




     (b) Due Qualification. It is duly qualified to do business and in good standing in all
jurisdictions not covered by Section 6.1(a) in which the ownership or lease of property or
the conduct of its business requires such qualification, except where the failure to be so
qualified or have such licenses or approvals would not have a Material Adverse Effect.




     (c) Power and Authority; Due Authorization. It (i) has all necessary power, authority
and legal right, and has obtained all necessary licenses and approvals, (A) to execute and
deliver this Agreement and the other Transaction Documents to which it is a party, (B) to
carry out the terms of the Transaction Documents to which it is a party, (C) in the case of
the Servicer (or any Affiliate thereof that is acting as a sub-servicer), to service the
Receivables and the Related Assets in accordance with this Agreement and the Purchase and
Sale Agreement, and (D) in the case of the Borrower, to grant the security interest in the
Collateral and borrow the Loans on the terms and conditions herein provided, and (ii) has
duly authorized by all necessary corporate action the execution, delivery and performance of
this Agreement and the other Transaction Documents to which it is a party and, in the case
of the Borrower, the granting of the security interest described in clause (i)(D) above.




     (d) Title to Receivables; Valid Security Interest. Each Receivable has been acquired
by the Borrower from the Seller in accordance with the terms of the Purchase and Sale
Agreement, and the Borrower has thereby irrevocably obtained all legal and equitable title
to, and has the legal right to sell and encumber, such Receivable and the Related Assets.
Each such Receivable has been transferred to the Borrower free and clear of any Lien except
as created hereby. Without limiting the foregoing, there have been duly filed all financing
statements or other similar instruments or documents



17









 







necessary under the UCC of all appropriate jurisdictions to perfect the Borrower’s
ownership interest in such Receivable. This Agreement creates a valid security interest in
the Collateral in favor of the Agent, for the benefit of the Secured Parties, enforceable
against creditors of and purchasers from the Borrower.




     (e) Noncontravention. Its execution, delivery and performance of this Agreement and
each other Transaction Document to which it is party do not and will not: (i) contravene the
terms of any of its certificate of formation or limited liability company agreement or other
appropriate organizational documents; (ii) conflict with or result in a material breach or
contravention of, or the creation of any Lien under, any document evidencing any material
Contractual Obligation to which it is a party or any order, injunction, writ or decree of
any Governmental Authority to which it or its property is subject; or (iii) violate any
Requirement of Law.




     (f) No Proceedings. There are no actions, suits, labor controversies, proceedings,
claims or disputes pending, or to its knowledge, threatened or contemplated, at law, in
equity, in arbitration or before any Governmental Authority, against it or its Subsidiaries
or any of their respective properties which: (i) purport to affect or pertain to this
Agreement or any other Transaction Document, or any of the transactions contemplated hereby
or thereby; or (ii) if determined adversely to it or its Subsidiaries, would, individually
or in the aggregate, have a Material Adverse Effect. No injunction, writ, temporary
restraining order or order of any nature has been issued by any court or other Governmental
Authority purporting to enjoin or restrain the execution, delivery or performance of this
Agreement or any other Transaction Document, or directing that the transactions provided for
herein or therein not be consummated as herein or therein provided. It is generally subject
to suit and it does not nor do any of its properties or revenues enjoy any right of immunity
from judicial proceedings.




     (g) Enforceability. Each of this Agreement and the other Transaction Documents to
which it is a party has been duly executed and delivered and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms (except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors’ rights generally or by equitable principles relating
to enforceability).




     (h) Government Approvals. No approval, consent, exemption, authorization, or other
action by, or notice to, or filing with, any Governmental Authority is necessary or required
in connection with the execution, delivery or performance by the Borrower or the Servicer of
this Agreement or any other Transaction Document, or the enforcement thereof, except for (i)
the filing of the UCC financing statements referred to in Sections 5.1(f), and (ii) the
filing of any UCC continuation statements and amendments from time to time required in
relation to any UCC financing statements filed in connection with this Agreement, as
provided in Section 8.5, all of which, at the time required in such Sections, shall have
been duly made and shall be in full force and effect.




     (i) Nature of Receivables. Each Receivable constitutes an Account.




18











 






     (j) Margin Regulations. Its use of all funds obtained under this Agreement or any
other Transaction Document will not conflict with or contravene any of Regulations T, U and
X promulgated by the Board of Governors of the Federal Reserve System from time to time.




     (k) Quality of Title. In the case of the Borrower, (i) each Receivable, together with
the Related Assets, is owned by the Borrower free and clear of any Lien (other than any Lien
arising solely as the result of any action taken by the Agent or one of the Secured
Parties); (ii) the Agent, on behalf of the Secured Parties, has a valid and perfected first
priority security interest in the Collateral; and (iii) no financing statement or other
instrument similar in effect covering any portion of the Collateral is on file in any
recording office except such as may be filed (A) in favor of the Originator in accordance
with the Contracts, (B) in favor of the Seller in accordance with the Sale Agreement (C) in
favor of the Borrower and its assigns in connection with the Purchase and Sale Agreement, or
(D) in favor of the Agent in accordance with this Agreement or in connection with any Lien
arising solely as the result of any action taken by the Agent or one of the Secured Parties.




     (l) Accurate Reports. No Information Package (if prepared by the Borrower or the
Servicer, or to the extent information therein was supplied by the Borrower or the
Servicer), no other information furnished verbally or in writing prior to the date of this
Agreement, and no other information, exhibit, financial statement, document, book, record or
report furnished or to be furnished in writing after the date of this Agreement, by or on
behalf of the Borrower or the Servicer to the Agent or any of the Lenders pursuant to this
Agreement was or will be inaccurate in any material respect as of the date it was or will be
dated or (except as otherwise disclosed to the Agent or the Lenders at such time) as of the
date so furnished, or contained or (in the case of information or other materials to be
furnished in the future) will contain any material misstatement of fact or omitted or (in
the case of information or other materials to be furnished in the future) will omit to state
a material fact or any fact necessary to make the statements contained therein not
materially misleading in light of the circumstances made or presented.




     (m) Offices. The principal places of business and chief executive offices of the
Servicer and the Borrower are located at the respective addresses set forth on Schedule
14.2, and the offices where the books, records and documents evidencing the Receivables, the
related Contracts and all purchase orders and other agreements related to such Receivables
are located are specified in Schedule 6.1(m) (or at such other locations, notified to the
Agent in accordance with Section 7.1(f), in jurisdictions where all action required by
Section 8.5 has been taken and completed).




     (n) Lock-Box Accounts. The names and addresses of all the Lock-Box Banks, together
with the account numbers of the accounts of the Borrower at such Lock-Box Banks, are
specified in Schedule 6.1(n) (or have been notified to and approved by the Agent in
accordance with Section 7.3(d)). Each of the Lock-Box Accounts is subject to a Lock-Box
Agreement that is in full force and effect.



19









 






     (o) Eligible Receivables. Each Receivable included as an Eligible Receivable in the
Net Pool Balance in connection with any computation or recomputation of the Borrowing Base
is an Eligible Receivable on such date.




     (p) Names. In the past five years, the Borrower has not used any corporate names,
trade names or assumed names other than the name in which it has executed this Agreement.




     (q) Credit and Collection Policy. With respect to each Receivable, each of the
Originator, the Borrower and the Servicer has complied in all material respects with the
applicable Credit and Collection Policy, and no change has been made to such Credit and
Collection Policy since the date of this Agreement which would be reasonably likely to
materially and adversely affect the collectibility of the Receivables or decrease the credit
quality of any newly created Receivables except for such changes as to which each of the
Agent have received the notice required under Section 7.2(g) and, to the extent that such
change is material, has given its prior written consent thereto (which consent shall not be
unreasonably withheld or delayed).




     (r) Payments to Seller. With respect to each Receivable sold to the Borrower by the
Seller, the Borrower has given reasonably equivalent value to the Seller in consideration
for such Receivable and the Related Assets with respect thereto pursuant to, and in
accordance with, the Purchase and Sale Agreement and such transfer was not made for or on
account of an antecedent debt. No transfer by the Seller of any Receivable is or may be
voidable under any Section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§101 et seq.),
as amended.




     (s) Not an Investment Company. The Borrower is not an “investment company” within the
meaning of the Investment Company Act of 1940, as amended from time to time, or any
successor statute.




     (t) Borrowing Base. As of each Borrowing Date, after giving effect to the Loans to be
made on such date, the Borrowing Base is at least equal to the aggregate outstanding
principal balance of the Advances.




     (u) ERISA. The Borrower is not (and throughout the term of this Agreement will not
be), and is not acting on behalf of (and throughout the term of this Agreement will not be
acting on behalf of), (i) an “employee benefit plan” as defined in Section 3(3) of ERISA
that is subject to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975
of the Code, or (iii) an entity deemed to hold “plan assets” (within the meaning of 29
C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA) of either of the foregoing, no
steps have been taken by the Originator, the Servicer or the Borrower to terminate any
Pension Plan the assets of which are not sufficient to satisfy all of its benefit
liabilities (as determined on a termination basis under Title IV of ERISA), no contribution
failure has occurred or is expected to occur with respect to any Pension Plan sufficient to
give rise to a lien under Section 303(k) of ERISA or Section 430(k) of the Code, no Pension
Plan is in “at risk” status within the meaning of Section 303(i) of ERISA or Section 430(i)
of the Code, and each Pension Plan has been administered in all



20









 







material respects in compliance with its terms and applicable law, including, without
limitation, applicable provisions of ERISA and the Code.




     (v) Bulk Sales. No transaction contemplated hereby or by the Sale Agreement requires
compliance with any bulk sales act or similar law.




     (w) Nonconsolidation. The Borrower is in compliance with each of the covenants set
forth in Section 7.4.



ARTICLE VII

GENERAL COVENANTS OF THE BORROWER AND SERVICER




     Section 7.1. Affirmative Covenants of the Borrower and Servicer. From the date hereof until
the Final Payout Date, unless the Agent shall otherwise consent in writing:




     (a) Compliance With Laws, Etc. The Borrower and the Servicer will comply with all
applicable laws, rules, regulations and orders, including those with respect to the
Receivables and related Contracts, except where the failure to so comply would not
individually or in the aggregate have a Material Adverse Effect.




     (b) Preservation of Corporate Existence. Each of the Borrower and the Servicer will
preserve and maintain its limited liability company (or such other entity that may apply to
any successor Servicer) existence, rights, franchises and privileges in the jurisdiction of
its organization, and qualify and remain qualified in good standing in each jurisdiction
where the failure to preserve and maintain such existence, rights, franchises, privileges
and qualification would have a Material Adverse Effect.




     (c) Audits. The Borrower and the Servicer will (i) at any time and from time to time
upon not less than ten (10) Business Days’ notice (unless an Event of Default has occurred
and is continuing, in which case no such notice shall be required) during regular business
hours, permit the Agent or any of its agents or representatives: (A) to examine and make
copies of and abstracts from all books, records and documents (including, without
limitation, computer tapes and disks) in the possession or under the control of or
accessible to the Borrower or Servicer, as applicable, relating to Receivables, including,
without limitation, the related Contracts and purchase orders and other agreements, and (B)
to visit the offices and properties of the Borrower or Servicer, as applicable, for the
purpose of examining such materials described in clause (i) (A) next above, and to discuss
matters relating to Receivables or the Borrower’s or Servicer’s respective performance
hereunder with any of the officers or employees of the Borrower or Servicer, as applicable,
having knowledge of such matters; and (ii) without limiting the provisions of clause (i)
above, from time to time upon not less than ten (10) Business Days notice, at the expense of
the Borrower or Servicer, as applicable, permit Performance Guarantor’s outside auditors
(except as hereinafter provided) or other certified public accountants or auditors
acceptable to the Agent to conduct a review of the Borrower’s or Servicer’s respective books
and records with respect to the Receivables and Related Assets (each of the reviews
described in clause (i) and (ii) hereof, a “Review”); provided, however, that, so long as no
Event of Default has occurred and is



21









 







continuing, (i) each of the Borrower and Servicer shall only be responsible for the
costs and expenses of one such Review under this Section or under Section 7.2(h) in any one
calendar year and (ii) there shall be no more than two such Reviews under this Section or
under Section 7.2(h) in any one calendar year.




     (d) Keeping of Records and Books of Account. Each of the Borrower and the Servicer
will maintain and implement administrative and operating procedures (including, without
limitation, an ability to recreate records evidencing Receivables in the event of the
destruction of the originals thereof), and keep and maintain, all documents, books, records
and other information reasonably necessary or advisable for the collection of all
Receivables (including, without limitation, records adequate to permit the daily
identification of outstanding Unpaid Balances by Obligor and related debit and credit
details of the Receivables).




     (e) Performance and Compliance with Receivables and Contracts. Each of the Borrower
and the Servicer will, at its expense, timely and fully perform and comply with all material
provisions, covenants and other promises, if any, required to be observed by it under the
Contracts related to the Receivables and all agreements related to such Receivables.




     (f) Location of Chief Executive Office. Each of the Borrower and the Servicer will
keep its chief place of business and chief executive office, and the offices where records
concerning the Receivables and all related Contracts are kept (and all original documents
relating thereto), at the address(es) referred to in Section 6.1(m) or, upon 15 days’ prior
written notice to the Agent, at such other locations in jurisdictions where all action
required by Section 8.5 shall have been taken and completed.




     (g) Credit and Collection Policies. The Borrower and the Servicer will comply in all
material respects with the Credit and Collection Policy in regard to each Receivable and the
related Contracts.




     (h) Purchase and Sale Agreement. The Borrower will perform and comply in all material
respects with all of its covenants and agreements set forth in the Purchase and Sale
Agreement, and will enforce the performance by the Seller of its obligations under the
Purchase and Sale Agreement.




     (i) Collections. All Obligors shall be instructed to make payments on Receivables
directly to a Lock-Box Account which is the subject of a Lock-Box Agreement. If,
notwithstanding the foregoing, any Collections are paid directly to the Borrower or the
Servicer, the Borrower or the Servicer, as applicable, shall deposit the same (with any
necessary endorsements) to such a Lock-Box Account within two (2) Business Days after
receipt thereof. Upon demand of the Agent to the extent that the Agent reasonably
determines necessary in order to protect the interests of the Agent or the Secured Parties
under this Agreement, the Borrower or the Servicer shall establish a segregated account at
Bank of America, National Association, which is subject to a perfected security interest in
favor of the Agent, for the benefit of the Secured Parties (the “Collection Account”), into
which all deposits from time to time in Lock-Box Accounts,



22









 







and all other Collections, are concentrated pending application in accordance with the
terms of this Agreement to the Obligations.




     (j) Further Assurances. The Borrower shall take all necessary action to establish and
maintain (i) in favor of the Borrower, a valid and perfected ownership interest in the
Receivables and Related Assets (other than books and records evidencing or otherwise
relating to any Receivables), and (ii) in favor of the Agent for the benefit of the Secured
Parties, a valid and perfected first priority security interest in the Receivables and the
Related Assets (other than books and records evidencing or otherwise relating to any
Receivables), including, without limitation, taking such action to perfect, protect or more
fully evidence the interest of the Agent as the Agent may reasonably request.



     Section 7.2. Reporting Requirements of the Borrower. From the date hereof until the Final
Payout Date, unless the Agent shall otherwise consent in writing:




     (a) Quarterly Financial Statements. (i) The Borrower will cause the Performance
Guarantor to furnish to the Agent as soon as available and in any event within fifty (50)
days after the end of each of the first three quarters of each fiscal year of Performance
Guarantor, copies of its consolidated balance sheets and related statements of income and
statements of cash flow, showing the financial condition of Performance Guarantor and its
consolidated Subsidiaries as of the close of such fiscal quarter and the results of its
operations and the operations of such Subsidiaries during such fiscal quarter and the then
elapsed portion of the fiscal year, together with a Certificate of Financial Officer in the
form attached hereto as Exhibit 7.2 executed by the chief financial officer or treasurer of
Performance Guarantor; and (ii) the Borrower will furnish to the Agent, as soon as available
and in any event within fifty (50) days after the end of each of the first three quarters of
each fiscal year of the Borrower, copies of the financial statements of the Borrower,
consisting of at least a balance sheet as at the close of such quarter and statements of
earnings and changes in cash flows for such quarter and for the period from the beginning of
the fiscal year to the close of such quarter, together with a Certificate of Financial
Officer in the form attached hereto as Exhibit 7.2 executed by the chief financial officer
or treasurer of the Borrower;




     (b) Annual Financial Statements. (i) The Borrower will cause the Performance Guarantor
to furnish to the Agent, as soon as available and in any event within ninety (90) days after
the end of each fiscal year of Performance Guarantor, copies of its consolidated balance
sheets and related statements of income and statements of cash flow, showing the financial
condition of Performance Guarantor and its consolidated Subsidiaries as of the close of such
fiscal year and the results of its operations and the operations of such Subsidiaries during
such year, all audited by independent public accountants of recognized national standing
acceptable to the Agent and accompanied by an opinion of such accountants (which shall not
be qualified in any material respect with respect to any matter related to the Receivables
or the collectability of the Receivables) to the effect that such consolidated financial
statements fairly present the financial condition and results of operations of Performance
Guarantor on a consolidated basis (except as noted therein) in accordance with GAAP
consistently applied; and (ii) the Borrower will furnish to the Agent, as soon as available
and in any event within ninety (90) days after



23









 







the end of each fiscal year of the Borrower, copies of the financial statements of the
Borrower, consisting of at least a balance sheet of Borrower for such year and statements of
earnings, cash flows and shareholders’ equity, setting forth in each case in comparative
form corresponding figures from the preceding fiscal year, together with a Certificate of
Financial Officer in the form attached hereto as Exhibit 7.2 executed by the chief financial
officer or treasurer of the Borrower;




     (c) Reports to SEC and Exchanges. In addition to the reports required by subsections
(a) and (b) next above, promptly upon the Agent’s reasonable request, the Borrower will
cause the Performance Guarantor to furnish to the Agent copies of any reports or
registration statements that Performance Guarantor files with the Securities and Exchange
Commission or any national securities exchange other than registration statements relating
to employee benefit plans and to registrations of securities for selling securityholders;




     (d) ERISA. Promptly after the filing or receiving thereof, the Borrower will furnish
to the Agent copies of all Annual Reports (Form 5500 series) with schedules and attachments
with respect to each Pension Plan and all reports and notices with respect to any Reportable
Event which the Borrower, the Performance Guarantor or any ERISA Affiliate files with the
Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of
Labor or which the Borrower, the Performance Guarantor or any ERISA Affiliate receives from
the Pension Benefit Guaranty Corporation, the Internal Revenue Service or the U.S.
Department of Labor;




     (e) Events of Default, etc. As soon as possible and in any event within five (5)
Business Days after any Responsible Officer of the Borrower obtains knowledge of the
occurrence of any Event of Default or any Unmatured Default, the Borrower will furnish to
the Agent a written statement of a Responsible Officer of the Borrower setting forth details
of such event and the action that the Borrower will take with respect thereto;




     (f) Litigation. As soon as possible and in any event within ten (10) Business Days
after any Responsible Officer of the Borrower obtains knowledge thereof, the Borrower will
furnish to the Agent notice of (i) any litigation, investigation or proceeding which may
exist at any time which would reasonably be expected to have a Material Adverse Effect and
(ii) any development in previously disclosed litigation which development would reasonably
be expected to have a Material Adverse Effect;




     (g) Change in Business, Auditors or Credit and Collection Policy. The Borrower will
furnish to the Agent prompt written notice of (i) any material change in the character of
the Borrower’s business prior to the occurrence of such change and (ii) any change in the
outside auditor of the Borrower or the Originator, and the Borrower will provide the Agent
with not less than fifteen (15) Business Days’ prior written notice of any material change
in the Credit and Collection Policy (together with a copy of such proposed change); and




     (h) Other. Promptly, from time to time, the Borrower will furnish to the Agent such
other information, documents, records or reports respecting the Receivables



24









 







(including all Records) or the condition or operations, financial or otherwise, of the
Borrower as the Agent may from time to time reasonably request in order to protect the
interests of the Agent or the Secured Parties under or as contemplated by this Agreement.



     Notwithstanding anything herein to the contrary, as long as the Agent is a party to the Five
Year Credit Agreement, the Borrower shall be deemed to be in compliance with Section 7.2(a)(i),
7.2(b)(i) and 7.2(c) to the extent the Performance Guarantor is in compliance with Section 5.01(i)
of the Five Year Credit Agreement.



     Section 7.3. Negative Covenants of the Borrower and the Servicer. From the date hereof until
the Final Payout Date, without the prior written consent of the Agent:




     (a) Sales, Liens, Etc. (i) The Borrower or the Servicer will not, except as otherwise
provided herein and in the other Transaction Documents, sell, assign (by operation of law or
otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with
respect to, any Collateral, or any account to which any Collections are sent, or any right
to receive income or proceeds from or in respect of any of the foregoing (except, prior to
the execution of Lock-Box Agreements, set-off rights of any bank at which any such account
is maintained), and (ii) the Servicer will not assert any interest in the Receivables,
except as the Servicer.




     (b) Extension or Amendment of Receivables. The Borrower or the Servicer will not,
except as otherwise permitted in Section 8.2(c), extend, amend or otherwise modify the terms
of any Receivable, or amend, modify or waive any material term or condition of any Contract
related thereto in any way that materially adversely affects the collectibility of any
Receivable or any Lender’s rights therein.




     (c) Change in Business or Credit and Collection Policy. The Borrower or the Servicer
will not make or permit to be made any change in the character of its business or in the
Credit and Collection Policy, which change would, in either case, impair the collectibility
of any significant portion of the Receivables or otherwise materially and adversely affect
the interests or remedies of each Lender under this Agreement or any other Transaction
Document.




     (d) Change in Payment Instructions to Obligors. Neither the Borrower nor the Servicer
will add or terminate any bank as a Lock-Box Bank from those listed in Schedule 6.1(n) or,
after the Collection Account has been established pursuant to Section 7.1(i), make any
material change in its instructions to Obligors regarding payments to be made to the
Borrower or the Servicer or payments to be made to any Lock-Box Bank (which shall not
include a change in instructions solely for the purpose of directing Obligors to make such
payments to another existing Lock-Box Bank), unless (i) the Agent shall have received prior
written notice of such addition, termination or change and (ii) the Agent shall have
received duly executed copies of Lock-Box Agreements in a form reasonably acceptable to the
Agent with each new Lock-Box Bank.




     (e) Deposits to Lock-Box Accounts and Collection Account. The Borrower will not
deposit or otherwise credit, or cause or permit to be so deposited or credited, to



25









 







any Lock-Box Account or the Collection Account, any cash or cash proceeds other than
Collections of Receivables.




     (f) Changes to Other Documents. The Borrower will not, without the consent of the
Agent, enter into any amendment or modification of, or supplement to, the Purchase and Sale
Agreement, the Seller Note, the Borrower’s certificate of formation or the Borrower’s
limited liability company agreement.




     (g) Restricted Payments by the Borrower. The Borrower will not:




     (i) declare or pay any distributions in respect of any membership or other
equity interest in the Borrower or set aside any funds for any such purpose, unless,
in each of the foregoing cases: (A) such distribution is made on, or immediately
following, a Settlement Date after payment of all Obligations due and owing on such
Settlement Date, and (B) after giving effect to such distribution, the Borrower’s
net worth (determined in accordance with GAAP) will be at least $20,000,000; or




     (ii) Make any payment of principal or interest on the Seller Note if any Event
of Default exists or would result therefrom or if such payment would result in the
Borrower’s having insufficient cash on hand to pay all Obligations that will be due
and owing on the next succeeding Settlement Date.




     (h) Borrower Indebtedness. The Borrower will not incur or permit to exist any
Indebtedness or liability on account of deposits except: (A) current accounts payable
arising in the ordinary course of business and not overdue in an aggregate amount at any
time outstanding not to exceed $50,000 (B) Indebtedness incurred in accordance with the
Purchase and Sale Agreement and evidenced by the Seller Note and (C) current payables not
mentioned in Clause (A) of this subsection (h) and expense reimbursement obligations arising
under the Transaction Documents and not overdue.




     (i) Prohibition on Additional Negative Pledges. The Borrower will not enter into or
assume any agreement (other than this Agreement and the other Transaction Documents)
prohibiting the creation or assumption of any Lien upon any Receivables or Related Assets,
whether now owned or hereafter acquired, except as contemplated by the Transaction
Documents, or otherwise prohibiting or restricting any transaction contemplated hereby or by
the other Transaction Documents, and the Borrower will not enter into or assume any
agreement creating any Lien upon the Seller Note.




     (j) Name Change, Offices. The Borrower will not change its state of organization or
its name or identity unless it shall have: (i) given the Agent at least fifteen (15)
Business Days’ prior written notice thereof and (ii) prior to effectiveness of such change,
delivered to the Agent all financing statements, instruments and other documents requested
by the Agent in connection with such change.




     (k) Mergers, Consolidations and Acquisitions. The Borrower will not merge into or
consolidate with any other Person, or permit any other Person to merge into or consolidate
with it, or purchase, lease or otherwise acquire (in one transaction or a series



26









 







of transactions) all or substantially all of the assets of any other Person (whether
directly by purchase, lease or other acquisition of all or substantially all of the assets
of such Person or indirectly by purchase or other acquisition of all or substantially all of
the capital stock of such other Person) other than the acquisition of the Receivables and
Related Assets pursuant to the Purchase and Sale Agreement.




     (l) Disposition of Receivables and Related Assets. Except pursuant to this Agreement,
the Borrower or the Servicer will not sell, lease, transfer, assign or otherwise dispose of
(in one transaction or in a series of transactions) any Receivables or Related Assets.




     (m) Borrowing Base. The Borrower will not request any Advance if, after giving effect
thereto, the aggregate outstanding principal balance of the Loans would exceed the Borrowing
Base.



     Section 7.4. Separate Corporate Existence of the Borrower. The Borrower hereby acknowledges
that the Lenders and the Agent are entering into the transactions contemplated hereby in reliance
upon the Borrower’s identity as a legal entity separate from the Performance Guarantor, the
Servicer and their other Affiliates. Therefore, the Borrower shall, from the date hereof until the
Final Payout Date, take all steps specifically required by this Agreement or reasonably required by
the Agent to continue the Borrower’s identity as a separate legal entity and to make it apparent to
third Persons that the Borrower is an entity with assets and liabilities distinct from those of its
Affiliates, and is not a division of Performance Guarantor or any other Person. Without limiting
the foregoing, the Borrower will, from the date hereof until the Final Payout Date, take such
actions as shall be required in order that:




     (a) The Borrower will be a limited purpose company whose primary activities are
restricted in its organizational documents to purchasing or otherwise acquiring from Seller,
owning, holding, granting security interests in the Collateral, entering into agreements for
the financing and servicing of the Receivables, and conducting such other activities as it
deems necessary or appropriate to carry out its primary activities;




     (b) Not less than one member of the Borrower’s board of managers (the “Independent
Manager”) shall be an individual who is not, and never has been, a direct, indirect or
beneficial stockholder (other than through a mutual fund the investment decisions of which
are not controlled by such person), officer, director, employee, affiliate, associate,
material supplier or material customer of Performance Guarantor or any of its Affiliates
(other than an Affiliate organized with a limited purpose charter for the purpose of
acquiring receivables or other financial assets or intangible property). The organizational
documents of the Borrower shall provide that (i) at least one member of the Borrower’s board
of managers or other similar governing body shall be an Independent Manager, (ii) the
Borrower’s board of managers or other similar governing body shall not approve, or take any
other action to cause the filing of, a voluntary bankruptcy petition with respect to the
Borrower unless the Independent Manager shall approve the taking of such action in writing
prior to the taking of such action and (iii) the provisions requiring an Independent Manager
and the provision described in clauses (i)



27









 







and (ii) of this paragraph (b) cannot be amended without the prior written consent of
the Independent Manager;




     (c) The Independent Manager shall not at any time serve as a trustee in bankruptcy for
the Borrower or any Affiliate thereof;




     (d) Any director, employee, consultant or agent of the Borrower will be compensated
from the Borrower’s funds for services provided to the Borrower. The Borrower will not
engage any agents other than its attorneys, auditors and other professionals and a servicer
(which servicer will be fully compensated for its services by payment of the Servicer’s Fee)
and any other agent contemplated by the Transaction Documents for the Collateral;




     (e) The Borrower will contract with the Servicer to perform for the Borrower all
operations required on a daily basis to service the Collateral. The Borrower will pay the
Servicer the Servicer’s Fee pursuant hereto. The Borrower will not incur any material
indirect or overhead expenses for items shared with Performance Guarantor (or any other
Affiliate thereof) which are not reflected in the Servicer’s Fee. To the extent, if any,
that the Borrower (or any other Affiliate thereof) shares items of expenses not reflected in
the Servicer’s Fee, for legal, auditing and other professional services and directors’ fees,
such expenses will be allocated to the extent practical on the basis of actual use or the
value of services rendered, and otherwise on a basis reasonably related to the actual use or
the value of services rendered, it being understood that Performance Guarantor shall pay all
expenses relating to the preparation, negotiation, execution and delivery of the Transaction
Documents, including, without limitation, legal, rating agency and other fees;




     (f) The Borrower’s operating expenses will not be paid by any other Loan Party or other
Affiliate of the Borrower;




     (g) The Borrower will have its own stationery;




     (h) The books of account, financial reports and corporate records of the Borrower will
be maintained separately from those of Performance Guarantor and each other Affiliate of the
Borrower;




     (i) Any financial statements of any Loan Party or Affiliate thereof which are
consolidated to include the Borrower will contain detailed notes clearly stating that (A)
all of the Borrower’s assets are owned by the Borrower, and (B) the Borrower is a separate
corporate entity with its own separate creditors that will be entitled to be satisfied out
of the Borrower’s assets prior to any value in the Borrower becoming available to the
Borrower’s equity holders; and the accounting records and the published financial statements
of the Seller will clearly show that, for accounting purposes, the Receivables and Related
Assets have been sold by the Seller to the Borrower;




     (j) The Borrower’s assets will be maintained in a manner that facilitates their
identification and segregation from those of the Servicer and the other Affiliates;



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     (k) Each Affiliate of the Borrower will strictly observe corporate formalities in its
dealings with the Borrower, and, except as permitted pursuant to this Agreement with respect
to Collections, funds or other assets of the Borrower will not be commingled with those of
any of its Affiliates;




     (l) No Affiliate of the Borrower will maintain joint bank accounts with the Borrower or
other depository accounts with the Borrower to which any such Affiliate (other than in the
Borrower’s or such Affiliate’s existing or future capacity as the Servicer hereunder or
under the Purchase and Sale Agreement) has independent access, provided that prior to demand
by the Agent pursuant to Section 7.1(i) to establish a segregated Collection Account,
Collections may be deposited into general accounts of Performance Guarantor, subject to the
obligations of the Servicer hereunder;




     (m) No Affiliate of the Borrower shall, directly or indirectly, name the Borrower or
enter into any agreement to name the Borrower as a direct or contingent beneficiary or loss
payee on any insurance policy covering the property of any Affiliate of the Borrower;




     (n) Each Affiliate of the Borrower will maintain arm’s length relationships with the
Borrower, and each Affiliate of the Borrower that renders or otherwise furnishes services or
merchandise to the Borrower will be compensated by the Borrower at market rates for such
services or merchandise;




     (o) No Affiliate of the Borrower will be, nor will it hold itself out to be,
responsible for the debts of the Borrower or the decisions or actions in respect of the
daily business and affairs of the Borrower. Packaging Corporation of America and the
Borrower will immediately correct any known misrepresentation with respect to the foregoing
and they will not operate or purport to operate as an integrated single economic unit with
respect to each other or in their dealing with any other entity;




     (p) The Borrower will keep correct and complete books and records of account and
minutes of the meetings and other proceedings of its member(s) and board of managers, and
the resolutions, agreements and other instruments of the Borrower will be continuously
maintained as official records by the Borrower; and




     (q) Each of the Borrower, on the one hand, and the Seller and the Originator, on the
other hand, will conduct its business solely in its own corporate name and in such a
separate manner so as not to mislead others with whom they are dealing.



ARTICLE VIII

ADMINISTRATION AND COLLECTION




     Section 8.1. Designation of Servicer. (a) Seller as Initial Servicer. The servicing,
administering and collection of the Receivables shall be conducted by the Person designated as
Servicer hereunder from time to time in accordance with this Section 8.1. Until the Agent gives to
Seller a Successor Notice (as defined in Section 8.1(b)), Seller is hereby designated as, and
hereby agrees to perform the duties and obligations of, Servicer pursuant to the terms hereof.



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     (b) Successor Notice; Servicer Transfer Events. Upon Seller’s receipt of a notice from the
Agent following a Servicer Transfer Event of the designation of a new Servicer (a “Successor
Notice”), Seller agrees that it will terminate its activities as Servicer hereunder in a manner
that will facilitate the transition of the performance of such activities to the new Servicer, and
the Agent (or the designee of the Agent) shall assume each and all of Seller’s obligations to
service and administer such Receivables, on the terms and subject to the conditions herein set
forth, and Seller shall use its reasonable best efforts to assist the Agent (or the Agent’s
designee) in assuming such obligations. Without limiting the foregoing, Seller agrees, at its
expense, to take all actions necessary to provide the new Servicer with access to all computer
software necessary to generate reports useful in collecting or billing Receivables, solely for use
in collecting and billing Receivables. If Seller disputes the occurrence of a Servicer Transfer
Event, Seller may take appropriate action to resolve such dispute; provided that Seller must
terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform
such activities on the date specified by the Agent as described above, notwithstanding the
commencement or continuation of any proceeding to resolve the aforementioned dispute, if the Agent
reasonably determines, in good faith, that such termination is necessary or advisable to protect
the Secured Parties’ interests hereunder.



     (c) Subcontracts. So long as Seller is acting as the Servicer, it may subcontract with the
Originator for servicing, administering or collecting all or any portion of the Receivables,
provided, however, that no such subcontract shall relieve Seller of its primary liability for
performance of its duties as Servicer pursuant to the terms hereof and any such subservicing
arrangement may be terminated at the request of the Agent at any time after a Successor Notice has
been given. In addition to the foregoing, with the prior written consent of the Agent (which
consent shall not be unreasonably withheld or delayed), any Servicer may subcontract with other
Persons for servicing, administering or collecting all or any portion of the Receivables, provided,
however, that no such subcontract shall relieve such Servicer of its primary liability for
performance of its duties as Servicer pursuant to the terms hereof and any such subservicing
arrangement may be terminated at the request of the Agent at any time that such Agent reasonably
determines that such subservicer is not performing adequately.



     (d) Expense Indemnity after a Servicer Transfer Event. In addition to, and not in lieu of the
Servicer’s Fee, if Seller or one of its Affiliates is replaced as Servicer following a Successor
Notice, the Borrower shall reimburse the Servicer within ten (10) Business Days after receipt of a
written invoice, any and all reasonable costs and expenses (based on then current market prices) of
the Servicer incurred in connection with its servicing of the Receivables for the benefit of the
Secured Parties.



     Section 8.2. Duties of Servicer.



     (a) Appointment; Duties in General. Each of the Borrower, the Lenders and the Agent hereby
appoints as its agent, the Servicer, as from time to time designated pursuant to Section 8.1, to
enforce its rights and interests in and under the Receivables, the Related Security and the related
Contracts. The Servicer shall take or cause to be taken all such actions as may be necessary or
advisable to collect each Receivable from time to time, all in accordance with applicable laws,
rules and regulations, with reasonable care and diligence, and in accordance with the Credit and
Collection Policy and the terms of the Transaction Documents.



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     (b) Segregation of Collections. The Servicer shall not be required (unless otherwise
requested by the Agent) to segregate the funds constituting the Collections prior to the remittance
thereof in accordance with Article III. If the Agent determines in its reasonable judgment that it
is necessary or desirable and so instructs the Servicer, the Servicer shall segregate and deposit
into the Collection Account Collections not later than the second Business Day following receipt by
the Servicer of such Collections in immediately available funds.



     (c) Modification of Receivables. Seller, while it is the Servicer, may, in accordance with
the Credit and Collection Policy, so long as no Event of Default and no Unmatured Default shall
have occurred and be continuing, extend the maturity as Seller may reasonably determine to be
appropriate to maximize Collections thereof or adjust the Unpaid Balance of any Receivable in a
manner consistent with the Credit and Collection Policy (although no such extension or adjustment
shall alter the status of such Receivable as a Defaulted Receivable or a Delinquent Receivable or,
in the case of an adjustment, limit the rights of the Agent or the Lenders under Section 3.4).



     (d) Documents and Records. The Borrower shall deliver to the Servicer, and the Servicer shall
hold in trust for the Borrower and the Secured Parties, all documents, instruments and records
(including, without limitation, computer tapes or disks) that evidence or relate to Receivables.



     (e) Certain Duties to the Borrower. The Servicer shall, as soon as practicable following
receipt, turn over to the Borrower (i) that portion of the Collections which are not required to be
turned over to the Agent, less the Servicer’s Fee, and, in the event that neither Seller nor any
other Loan Party or Affiliate thereof is the Servicer, all reasonable and appropriate out-of-pocket
costs and expenses of the Servicer of servicing, collecting and administering the Receivables to
the extent not covered by the Servicer’s Fee received by it, and (ii) the collections of any
receivable which is not a Receivable. The Servicer, if other than Seller or any other Loan Party
or Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all
documents, instruments and records in its possession that evidence or relate to Receivables of the
Borrower, and copies of documents, instruments and records in its possession that evidence or
relate to Receivables.



     (f) Termination. The Servicer’s authorization under this Agreement shall terminate upon the
Final Payout Date.



     (g) Power of Attorney. The Borrower hereby grants to the Servicer an irrevocable power of
attorney, with full power of substitution, coupled with an interest, to take in the name of the
Borrower all steps which are necessary or advisable to endorse, negotiate or otherwise realize on
any writing or other right of any kind held or transmitted by the Borrower or transmitted or
received by Lender (whether or not from the Borrower) in connection with any Receivable.



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     Section 8.3. Rights of the Agent.



     (a) Notice to Obligors. At any time when an Unmatured Default or Event of Default has
occurred and is continuing, the Agent may notify the Obligors of Receivables, or any of them, of
its security interest, for the benefit of the Secured Parties, in the Collateral.



     (b) Notice to Lock-Box Banks. At any time after the occurrence of an Unmatured Default or an
Event of Default, the Agent is hereby authorized to direct the Servicer, and the Servicer is hereby
authorized and directed to comply with such direction, to give notice to the Lock-Box Banks, as
provided in the Lock-Box Agreements, of the transfer to the Agent of dominion and control over the
Lock-Boxes and related Lock-Box Accounts to which the Obligors of Receivables make payments. The
Borrower and the Servicer hereby transfer to the Agent, effective when the Agent shall give notice
to the Lock-Box Banks as provided in the Lock-Box Agreements, the exclusive dominion and control
over such Lock-Boxes and Lock-Box Accounts, and shall take any further action that the Agent may
reasonably request to effect such transfer.



     (c) Rights on Servicer Transfer Event. At any time following the designation of a Servicer
other than Initial Servicer pursuant to Section 8.1:




     (i) The Agent may direct the Obligors of Receivables, or any of them, to pay all
amounts payable under any Receivable directly to the Agent or its designee.




     (ii) The Borrower shall, at the Agent’s request and at the Borrower’s expense, give
notice of the Agent’s security interest in the Collateral to each Obligor of Receivables and
direct that payments be made directly to the Agent or its designee.




     (iii) The Borrower shall, at the Agent’s request: (A) assemble all of the documents,
instruments and other records (including, without limitation, computer programs, tapes and
disks) which evidence the Collateral, or which are otherwise necessary or desirable to
collect the Collateral, and make the same available to the successor Servicer at a place
selected by the Agent, and (B) segregate all cash, checks and other instruments received by
it from time to time constituting Collections in a manner acceptable to the Agent and
promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with
duly executed instruments of transfer, to the successor Servicer.




     (iv) The Borrower and the Lenders hereby authorize the Agent and grant to the Agent an
irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any
and all steps in such Person’s name and on behalf of such Person which are necessary or
desirable, in the determination of the Agent, to collect all amounts due under any and all
Receivables, including, without limitation, endorsing the Borrower’s name on checks and
other instruments representing Collections and enforcing such Receivables and the related
Contracts.



     Section 8.4. Responsibilities of the Borrower. Anything herein to the contrary
notwithstanding:



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     (a) Contracts. The Borrower shall remain responsible for performing all of its obligations
(if any) under the Contracts related to the Receivables and under the related agreements to the
same extent as if the security interest in the Collateral had not been granted hereunder, and the
exercise by the Agent or its designee of its rights hereunder shall not relieve the Borrower from
such obligations.



     (b) Limitation of Liability. The Agent and the Lenders shall not have any obligation or
liability with respect to any Receivables, Contracts related thereto or any other related
agreements, nor shall any of them be obligated to perform any of the obligations of the Borrower or
the Seller thereunder.



     Section 8.5. Further Action Evidencing the Security Interest.



     (a) Further Assurances. The Borrower agrees that from time to time, at its expense, it will
promptly execute and deliver all further instruments and documents, and take all further action
that the Agent or its designee may reasonably request in order to perfect, protect or more fully
evidence the Agent’s security interest, on behalf of the Secured Parties, in the Collateral, or to
enable the Agent or its designee to exercise or enforce any of the Secured Parties’ respective
rights hereunder or under any Transaction Document in respect thereof. Without limiting the
generality of the foregoing, the Borrower will:




     (i) upon the request of the Agent, file such financing or continuation statements, or
amendments thereto or assignments thereof, and such other instruments or notices, as may be
necessary or appropriate, in accordance with the terms of this Agreement;




     (ii) upon the request of the Agent after the occurrence and during the continuance of
an Event of Default, mark conspicuously each Contract evidencing each Receivable
constituting chattel paper with a legend, acceptable to the Agent, evidencing its security
interest therein pursuant to this Agreement; and




     (iii) mark its master data processing records evidencing the Collateral with a legend,
acceptable to the Agent, evidencing that a security interest in the Collateral has been
granted pursuant to this Agreement.



     (b) Additional Financing Statements; Continuation Statements; Performance by Agent. The
Borrower hereby authorizes the Agent or its designee to file one or more financing or continuation
statements, and amendments thereto and assignments thereof, relative to all or any of the
Collateral now existing or hereafter arising in the name of the Borrower. If the Borrower fails to
perform any of its agreements or obligations under this Agreement, the Agent or its designee may
(but shall not be required to) itself perform, or cause performance of, such agreement or
obligation, and the reasonable expenses of the Agent or its designee incurred in connection
therewith shall be payable by the Borrower as provided in Section 14.5.



     Section 8.6. Application of Collections. Any payment by an Obligor in respect of any
indebtedness owed by it to the Originator, the Seller or the Borrower shall, except as otherwise
specified by such Obligor or required by the underlying Contract or law, be applied, first, as a
Collection of any Receivable or Receivables then outstanding of such Obligor in the order of the



33









 







age of such Receivables, starting with the oldest of such Receivables and, second, to any
other indebtedness of such Obligor.



ARTICLE IX

SECURITY INTEREST




     Section 9.1. Grant of Security Interest. To secure the due and punctual payment of the
Obligations, whether now or hereafter existing, due or to become due, direct or indirect, or
absolute or contingent, including, without limitation, all Indemnified Amounts, in each case pro
rata according to the respective amounts thereof, the Borrower hereby pledges to the Agent, for the
benefit of the Secured Parties, and hereby grants to the Agent, for the benefit of the Secured
Parties, a security interest in, all of the Borrower’s right, title and interest now or hereafter
existing in, to and under (a) all the Receivables and Related Assets, (b) the Purchase and Sale
Agreement and the other Transaction Documents (other than the Initial PCA Note and the Seller
Note), and (c) all proceeds of any of the foregoing (collectively, the “Collateral”).



     Section 9.2. Remedies. Upon the occurrence of an Event of Default, the Agent, on behalf of
the Secured Parties, shall have, with respect to the Collateral granted pursuant to Section 9.1,
and in addition to all other rights and remedies available to the Secured Parties or the Agent
under this Agreement and the other Transaction Documents or other applicable law, all the rights
and remedies of a secured party upon default under the UCC.



     Section 9.3. Termination after Final Payout Date. Each of the Secured Parties hereby
authorizes the Agent, and the Agent hereby agrees, promptly after the Final Payout Date to execute
and deliver to the Borrower such UCC-3 termination statements as may be necessary to terminate the
Agent’s security interest in and Lien upon the Collateral, all at the Borrower’s expense. Upon the
Final Payout Date, all right, title and interest of the Agent and the Secured Parties in and to the
Collateral shall terminate.



     Section 9.4. Limitation on Rights to Collateral Proceeds. Nothing in this Agreement shall
entitle the Secured Parties to receive or retain proceeds of the Collateral in excess of the
aggregate amount of the Obligations owing to such Secured Party (or to any Indemnified Party
claiming through such Secured Party).



ARTICLE X

EVENTS OF DEFAULT




     Section 10.1. Events of Default. The occurrence of any of the following events shall
constitute an “Event of Default” hereunder:




     (a) The Servicer or the Borrower shall fail to make (i) when and as required to be made
by it herein, payments of or deposits of any amount of principal of any Loan, or (ii) within
three (3) Business Days after the same becomes due, payment of any amount of interest, fees
or any other Obligations payable hereunder or under any other Transaction Document; provided
that any interest, fees or other amounts which are not paid on the due date shall bear
interest at the Default Rate after such due date; or



34









 






     (b) Any representation or warranty made or deemed to be made by any Loan Party (or any
of its officers) under this Agreement or any other Transaction Document or any Information
Package or other information, recomputation of the Borrowing Base or other report delivered
pursuant hereto shall prove to have been false or incorrect in any material adverse respect
when made or deemed to have been made; or




     (c) (i) Any Loan Party fails to perform or observe any term, covenant or agreement
contained in any of Sections 7.1(e), 7.1(i), 7.2(f), 7.2(g), 7.2(h), 7.3(a), 7.3(b), 7.3(c),
7.3(d), 7.3(f) or 8.2(b); or




     (ii) Any Loan Party fails to perform or observe any other term or covenant contained in
this Agreement or any other Transaction Document, and such default shall continue unremedied
for a period of 30 days after the date upon which written notice thereof is given to such
Loan Party by the Agent; or




     (d) (i) The Borrower or the Seller shall (A) fail to pay any principal or interest,
regardless of amount, due in respect of any Indebtedness of which the aggregate unpaid
principal amount is in excess of $10,000, when and as the same shall become due and payable
(after expiration of any applicable grace period) or (B) fail to observe or perform any
other term, covenant, condition or agreement (after expiration of any applicable grace
period) contained in any agreement or instrument evidencing or governing any such
Indebtedness if the effect of any failure referred to in this clause (B) is to cause, or
permit the holder or holders of such Indebtedness or a trustee on its or their behalf (with
or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to
become due prior to its stated maturity; or




     (ii) Performance Guarantor or any of its Subsidiaries (other than the Borrower) (A)
shall fail to pay any principal or interest, regardless of amount, due in respect of any
Indebtedness (other than Indebtedness arising under the Five Year Credit Agreement) of which
the aggregate unpaid principal amount is in excess of $10,000,000, when and as the same
shall become due and payable (after expiration of any applicable grace period) or (B) shall
fail to observe or perform any other term, covenant, condition or agreement (after
expiration of any applicable grace period) contained in any agreement or instrument
evidencing or governing any such (other than Indebtedness arising under the Five Year Credit
Agreement) Indebtedness if the effect of any failure referred to in this clause (B) is to
cause, or permit the holder or holders of such Indebtedness or a trustee on its or their
behalf (with or without the giving of notice, the lapse of time or both) to cause, such
Indebtedness to become due prior to its stated maturity; or




     (iii) An “Event of Default” under and as defined in the Five Year Credit Agreement shall
occur and (i) be continuing for more than twenty (20) consecutive days or (ii) result in the
acceleration of any amount payable thereunder; or




     (e) Any Event of Bankruptcy shall occur with respect to the Borrower, the Originator,
the Servicer, the Seller or any Significant Subsidiary of any of the aforementioned; or



35









 






     (f) At any Cut-off Date, the average Dilution Ratio for the three most recently
completed calendar months exceeds 1.25%; or




     (g) At any Cut-off Date, the average Default Ratio for the three most recently
completed calendar months exceeds 1.25%; or




     (h) At any Cut-off Date, the average Delinquency Ratio for the three most recently
completed calendar months exceeds 2.00%; or




     (i) On any Settlement Date, after giving effect to the payments made under Article II
or Article III, the aggregate outstanding principal balance of the Advances exceeds the
least of the Borrowing Base, the Aggregate Commitment or the Allocation Limit; or




     (j) [Reserved]; or




     (k) A Change in Control shall occur; or




     (l) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323
of the Internal Revenue Code with regard to any of the Receivables or Related Assets and
such lien has had or would reasonably be expected to have a Material Adverse Effect and
shall not have been released within seven (7) days, or the Pension Benefit Guaranty
Corporation shall, or shall indicate its intention to, file notice of a lien pursuant to
Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of
the Receivables or Related Assets and such lien would reasonably be expected to have a
Material Adverse Effect; or




     (m) The Agent, on behalf of the Secured Parties, for any reason, does not have a valid,
perfected first priority security interest in the Receivables or the Related Assets
described in clauses (b), (d) or (e) or the definition thereof; or




     (n) (i) One or more non-interlocutory judgments, non-interlocutory orders, decrees or
arbitration awards is entered against the Borrower or the Seller involving in the aggregate
a liability (to the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage) as to any single or related series of transactions,
incidents or conditions, of $10,000 or more, with respect to the Borrower, or $100,000 or
more, with respect to the Seller, and the same shall remain unsatisfied, unvacated and
unstayed pending appeal for a period of sixty (60) days after the entry thereof, or any
non-monetary judgment, order or decree is entered against the Borrower or the Seller, as
applicable, which has had or would reasonably be expected to have a Material Adverse Effect;
or




     (ii) One or more non-interlocutory judgments, non-interlocutory orders, decrees or
arbitration awards is entered against the Originator involving in the aggregate a liability
(to the extent not covered by independent third-party insurance as to which the insurer does
not dispute coverage) as to any single or related series of transactions, incidents or
conditions, of $10,000,000 or more, and the same shall remain unsatisfied, unvacated and
unstayed pending appeal for a period of 60 days after the entry thereof, or



36









 







any non-monetary judgment, order or decree is entered against the Originator which has
had or would reasonably be expected to have a Material Adverse Effect; or




     (o) The Performance Guarantor or any of its ERISA Affiliates shall incur, or shall be
reasonably likely to incur liability in excess of $25,000,000 in the aggregate as a result
of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or
complete withdrawal of the Performance Guarantor or any of its ERISA Affiliates from a
Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; or




     (p) The Servicer shall fail to deliver an Information Package when due in accordance
with Section 3.1, and such failure shall continue for one (1) Business Day after notice
thereof from the Agent.



     Section 10.2. Remedies.



     (a) Optional Amortization. Upon the occurrence of an Event of Default (other than an Event of
Default described in Section 10.1(e) with respect to the Borrower), the Agent may by notice to the
Borrower, declare the Termination Date to have occurred, whereupon the Aggregate Commitment shall
terminate and all Collections shall be allocated and distributed pursuant to Section 3.2(b) hereof.



     (b) Automatic Amortization. Upon the occurrence of an Event of Default described in Section
10.1(e) with respect to the Borrower, the Termination Date shall automatically occur and
Collections shall be allocated and distributed pursuant to Section 3.2(b) hereof.



     (c) Additional Remedies. Upon the Termination Date pursuant to this Section 10.2, the
Aggregate Commitment will terminate, no Loans or Advances thereafter will be made, and the Agent,
on behalf of the Secured Parties, shall have, in addition to all other rights and remedies under
this Agreement or otherwise, all other rights and remedies provided to a secured party under the
UCC of each applicable jurisdiction and other applicable laws, which rights shall be cumulative.



ARTICLE XI

THE AGENT




     Section 11.1. Appointment. (a) Each Lender hereby irrevocably designates and appoints Bank of
America as its Agent hereunder, and authorizes the Agent to take such action on its behalf under
the provisions of the Transaction Documents and to exercise such powers and perform such duties as
are expressly delegated to the Agent by the terms of the Transaction Documents, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender or Liquidity Bank, and no
implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of
the Agent shall be read into this Agreement or otherwise exist against the Agent.



37









 





     (b) The provisions of this Article XI are solely for the benefit of the Agent and the Lenders,
and the Borrower shall not have any rights as a third-party beneficiary or otherwise under any of
the provisions of this Article XI, except that this Article XI shall not affect any obligations
which the Agent or any Lender may have to the Borrower under the other provisions of this
Agreement.



     (c) In performing its functions and duties hereunder, the Agent shall act solely as the agent
of the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or
relationship of trust or agency with or for the Borrower or any of their respective successors and
assigns.



     Section 11.2. Delegation of Duties. The Agent may execute any of its duties under this
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 Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.



     Section 11.3. Exculpatory Provisions. Neither the Agent nor any of its directors, officers,
agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it
or them or any Person described in Section 11.2 under or in connection with this Agreement (except
for its, their or such Person’s own bad faith, gross negligence or willful misconduct), or (ii)
responsible in any manner to any of the Lenders for any recitals, statements, representations or
warranties made by the Borrower contained in this Agreement or in any certificate, report,
statement or other document referred to or provided for in, or received under or in connection
with, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other document furnished in connection herewith, or for any
failure of the Borrower to perform its respective obligations hereunder, or for the satisfaction of
any condition specified in Article V, except receipt of items required to be delivered to the
Agent. The Agent shall not be under any obligation to any Lender or Liquidity Bank to ascertain or
to inquire as to the observance or performance of any of the agreements or covenants contained in,
or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower.
This Section 11.3 is intended solely to govern the relationship between each Agent, on the one
hand, and the Lenders and their respective Liquidity Banks, on the other.



     Section 11.4. Reliance by Agent.




     (a) The Agent shall in all cases 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 upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower), independent accountants and other
experts selected by the Agent. The Agent shall in all cases be fully justified in failing
or refusing to take any action under this Agreement or any other document furnished in
connection herewith unless it shall first receive such advice or concurrence of such of the
Lenders and Liquidity Banks as it shall determine to be appropriate under the relevant
circumstances, or it shall first be indemnified to its



38









 







satisfaction by the Liquidity Banks against any and all liability, cost and expense
which may be incurred by it by reason of taking or continuing to take any such action.




     (b) Any action taken by the Agent in accordance with Section 11.4(a) shall be binding
upon all Lenders.



     Section 11.5. Notice of Events of Default. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Event of Default or Unmatured Default unless the Agent has received
notice from a Lender, a Liquidity Bank or a Loan Party referring to this Agreement, stating that an
Event of Default or Unmatured Default has occurred hereunder and describing such Event of Default
or Unmatured Default. In the event that the Agent receives such a notice, it shall promptly give
notice thereof to the Lenders and Liquidity Banks. The Agent shall take such action with respect
to such Event of Default or Unmatured Default as shall be directed by the Majority Lenders.



     Section 11.6. Non-Reliance on Agent and Other Lenders. Each of the Lenders expressly
acknowledges that neither the Agent, nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by
the Agent hereafter taken, including, without limitation, any review of the affairs of the
Borrower, shall be deemed to constitute any representation or warranty by the Agent. Each of the
Lenders also represents and warrants to the Agent and the other Lenders that it has, independently
and without reliance upon any such Person (or any of their Affiliates) and based on such documents
and information as it has deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, prospects, financial and other conditions and creditworthiness of
the Borrower and made its own decision to enter into this Agreement. Each of the Lenders also
represents that it will, independently and without reliance upon the Agent or any other Liquidity
Bank or Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, prospects, financial and other condition and
creditworthiness of the Borrower. Neither of the Agent nor any of the Lenders, nor any of their
respective Affiliates, shall have any duty or responsibility to provide any party to this Agreement
with any credit or other information concerning the business, operations, property, prospects,
financial and other condition or creditworthiness of the Borrower which may come into the
possession of such Person or any of its respective officers, directors, employees, agents,
attorneys-in-fact or affiliates, except that the Agent shall promptly distribute to the Lenders and
the Liquidity Banks, copies of financial and other information expressly provided to the Agent by
the Borrower pursuant to this Agreement for distribution to the Lenders.



     Section 11.7. Indemnification of Agent. Each Liquidity Bank agrees to indemnify the Agent and
its officers, directors, employees, representatives and agents (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), ratably in accordance with
their respective Ratable Shares, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel
for the Agent or such Person in connection with any



39









 







investigative, administrative or judicial proceeding commenced or threatened, whether or not
the Agent in its capacity as such or such Person shall be designated a party thereto) that may at
any time be imposed on, incurred by or asserted against the Agent or such Person as a result of, or
arising out of, or in any way related to or by reason of, any of the transactions contemplated
hereunder or the execution, delivery or performance of this Agreement or any other document
furnished in connection herewith (but excluding any such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the
bad faith, gross negligence or willful misconduct of the Agent or such Person as finally determined
by a court of competent jurisdiction).



     Section 11.8. Agent in its Individual Capacity. The Agent in its individual capacity and its
affiliates may make loans to, accept deposits from and generally engage in any kind of business
with the Borrower and their Affiliates as though it were not the Agent hereunder. With respect to
its Loans, if any, pursuant to this Agreement, the Agent shall have the same rights and powers
under this Agreement as any Lender and may exercise the same as though it were not an Agent, and
the terms “Lender” and “Lenders” shall include the Agent in its individual capacity.



     Section 11.9. Successor Agent. The Agent, upon five (5) days’ notice to the Borrower and the
Lenders, may voluntarily resign at any time; provided, however, that Bank of America shall not
voluntarily resign as the Agent so long as any of the Liquidity Banks’ respective Commitments
remain in effect or YC SUSI has any outstanding Loans hereunder. If the Agent (other than Bank of
America) shall voluntarily resign, then the Majority Lenders during such five-day period shall
appoint, from amongst the remaining Lenders, a successor agent, whereupon such successor agent
shall succeed to the rights, powers and duties of the Agent and the term “Agent” shall mean such
successor agent, effective upon its appointment, and the former Agent’s rights, powers and duties
as Agent shall be terminated, without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement. Upon replacement of any Agent in accordance with
this Section 11.9, the retiring Agent shall execute such UCC-3 assignments and amendments, and
assignments and amendments of the Transaction Documents, as may be necessary to give effect to its
replacement by a successor Agent. After any retiring Agent’s resignation hereunder as Agent, the
provisions of this Article XI and Article XIII shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement.



     Section 11.10. Agent’s Conflict Waivers. Bank of America acts, or may in the future act, (i)
as administrative agent for YC SUSI, (ii) as issuing and paying agent for YC SUSI’s Commercial
Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for YC SUSI’s
Commercial Paper Notes and (iv) to provide other services from time to time for YC SUSI
(collectively, the “Bank of America Roles”). Without limiting the generality of Sections 11.1 and
11.8, each Agent, Lender and Liquidity Bank hereby acknowledges and consents to any and all Bank of
America Roles and agrees that in connection with any Bank of America Role, Bank of America may
take, or refrain from taking, any action which it, in its discretion, deems appropriate, including,
without limitation, in its role as administrative agent for YC SUSI, the giving of notice to the
Liquidity Banks of a mandatory purchase pursuant to the Liquidity Agreement, and hereby
acknowledges that neither Bank of America nor any of its Affiliates has any fiduciary duties
hereunder to any Lender (other than YC SUSI) or to any of the Liquidity Banks arising out of any
Bank of America Roles.



40









 





     Section 11.11. UCC Filings. Each of the Secured Parties hereby expressly recognizes and
agrees that the Agent may be listed as the assignee or secured party of record on the various UCC
filings required to be made under the Transaction Documents in order to perfect their respective
interests in the Collateral, that such listing shall be for administrative convenience only in
creating a record or nominee holder to take certain actions hereunder on behalf of the Secured
Parties and that such listing will not affect in any way the status of the Secured Parties as the
true parties in interest with respect to the Collateral. In addition, such listing shall impose no
duties on the Agent other than those expressly and specifically undertaken in accordance with this
Article XI.



ARTICLE XII

ASSIGNMENTS AND PARTICIPATIONS




     Section 12.1. Restrictions on Assignments, etc. (a) Neither the Borrower nor the Servicer may
assign its rights, or delegate its duties hereunder or any interest herein without the prior
written consent of the Agent; provided, however, that the foregoing shall not be deemed to restrict
Seller’s right, prior to delivery of a Successor Notice, to delegate its duties as Servicer to the
Originator, provided that Seller shall remain primarily liable for the performance or
non-performance of such duties.



     (b) YC SUSI may, at any time, assign all or any portion of a Loan, or sell participations
therein, to the Liquidity Banks (or to the Agent for the ratable benefit of the Liquidity Banks).
In addition, YC SUSI may assign all or a portion of its rights and obligations hereunder to another
Person if such Person (i) is a corporation whose principal business is the financing of financial
assets, (ii) has Bank of America as its administrative agent and (iii) issues commercial paper with
credit ratings substantially identical to the ratings applicable to the commercial paper of YC
SUSI. YC SUSI shall promptly notify each party hereto of any such assignment.



     (c) In addition to, and not in limitation of, assignments and participations described in
Section 12.1(b):




     (i) in the event that any Liquidity Bank becomes a Downgraded Liquidity Bank, such
Downgraded Liquidity Bank shall give prompt written notice of its Downgrading Event to the
Agent and to the Borrower, whereupon the Agent may identify an Eligible Assignee acceptable
to the Borrower (which acceptance shall not be unreasonably withheld or delayed) and the
Downgraded Liquidity Bank shall promptly assign its rights and obligations to the Eligible
Assignee designated by the Agent against payment in full of its Obligations;




     (ii) each of the Lenders may assign all or any portion of its Loans and, if applicable,
its Commitment under this Agreement to any Eligible Assignee acceptable to the Borrower
(which acceptance shall not be unreasonably withheld or delayed); and




     (iii) each of the Lenders may sell participations in all or any portion of their
respective rights and obligations in, to and under the Transaction Documents and the
Obligations in accordance with Sections 12.2 and 14.7.



41









 





     Section 12.2. Rights of Assignees and Participants. (a) Upon the assignment by a Lender in
accordance with Section 12.1(b) or (c), the Eligible Assignee(s) acceptable to the Borrower
receiving such assignment shall have all of the rights of such Lender with respect to the
Transaction Documents and the Obligations (or such portion thereof as has been assigned).



     (b) In no event will the sale of any participation interest in any Lender’s or any Eligible
Assignee’s rights under the Transaction Documents or in the Obligations relieve the seller of such
participation of its obligations, if any, hereunder or, if applicable, under the applicable
Liquidity Agreement.



     Section 12.3. Terms and Evidence of Assignment. Any assignment to any Eligible Assignee(s)
pursuant to Section 12.1(b) or 12.1(c) shall be upon such terms and conditions as the assigning
Lender and the Agent, on the one hand, and the Eligible Assignee, on the other, may mutually agree,
and shall be evidenced by such instrument(s) or document(s) as may be satisfactory to such Lender,
the Agent and the Eligible Assignee(s). Any assignment made in accordance with the terms of the
Article XII shall relieve the assigning Lender of its obligations, if any, under this Agreement
(and, if applicable, the Liquidity Agreement) to the extent assigned.



ARTICLE XIII

INDEMNIFICATION




     Section 13.1. Indemnities by the Borrower.



     (a) General Indemnity. Without limiting any other rights which any such Person may have
hereunder or under applicable law, the Borrower hereby agrees to indemnify the Agent, each of the
Lenders, each of their respective Affiliates, and all successors, transferees, participants and
assigns and all officers, directors, shareholders, controlling persons, employees and agents of any
of the foregoing (each, an “Indemnified Party”), forthwith on demand, from and against any and all
damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees,
disbursements and settlement costs (all of the foregoing being collectively referred to as
“Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the
Transaction Documents, the Obligations or the Collateral, excluding, however, (i) Indemnified
Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad
faith, gross negligence or willful misconduct on the part of such Indemnified Party, (ii) recourse
(except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent
the same includes losses in respect of Receivables which are uncollectible on account of the
insolvency, bankruptcy or lack of creditworthiness of the related Obligor, (iii) Indemnified
Amounts that represent taxes based upon, or measured by, net income, or changes in the rate of tax
or as determined by reference to the overall net income, of such Indemnified Party, (iv)
Indemnified Amounts that represent franchise taxes, taxes on, or in the nature of, doing business
taxes or capital taxes or (v) Indemnified Amounts that represent withholding taxes required for
payments made to any foreign entity which, at the time such foreign entity issues its Commitment or
Liquidity Commitment or becomes an assignee of a Lender hereunder, fails to deliver to the Agent
and the Borrower an accurate IRS Form W-8 BEN or W-8 ECI, as applicable. Without limiting the
foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out
of or relating to:



42









 






     (A) the creation of any Lien on, or transfer by any Loan Party of any interest in, the
Collateral other than the sale of Receivables and related property by the Originator to the
Seller pursuant to the Sale Agreement and by the Seller to the Borrower pursuant to the
Purchase and Sale Agreement and the grant by the Borrower of a security interest in the
Collateral to the Agent pursuant to Section 9.1;




     (B) any representation or warranty made by any Loan Party (or any of its officers)
under or in connection with any Transaction Document, any Information Package or any other
information or report delivered by or on behalf of any Loan Party pursuant hereto, which
shall have been false, incorrect or misleading in any respect when made or deemed made or
delivered, as the case may be;




     (C) the failure by any Loan Party to comply with any applicable law, rule or regulation
with respect to any Receivable or the related Contract, or the nonconformity of any
Receivable or the related Contract with any such applicable law, rule or regulation;




     (D) the failure to vest and maintain vested in the Agent, for the benefit of the
Secured Parties, a valid and perfected first priority security interest in the Collateral,
free and clear of any other Lien, other than a Lien arising solely as a result of an act of
one of the Secured Parties, now or at any time thereafter;




     (E) the failure to file, or any delay in filing, financing statements or other similar
instruments or documents under the UCC of any applicable jurisdiction or other applicable
laws with respect to any Collateral;




     (F) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the
Obligor to the payment of any Receivable (including, without limitation, a defense based on
such Receivables or the related Contract not being a legal, valid and binding obligation of
such Obligor enforceable against it in accordance with its terms), or any other claim
resulting from the sale of the services related to such Receivable or the furnishing or
failure to furnish such services;




     (G) any matter described in Section 3.4;




     (H) any failure of any Loan Party, as the Borrower, the Servicer or otherwise, to
perform its duties or obligations in accordance with the provisions of this Agreement or the
other Transaction Documents to which it is a party;




     (I) any products liability claim or any claim of breach by any Loan Party of any
related Contract with respect to any Receivable;




     (J) any tax or governmental fee or charge, all interest and penalties thereon or with
respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and
expenses of counsel in defending against the same, which may arise by reason of the Agent’s
security interest in the Collateral;




     (K) the commingling of Collections of Receivables at any time with other funds;




43











 






     (L) any investigation, litigation or proceeding related to or arising from this
Agreement or any other Transaction Document, the transactions contemplated hereby or
thereby, the use of the proceeds of any Loan, the security interest in the Receivables and
Related Assets or any other investigation, litigation or proceeding relating to the
Borrower, the Seller or the Originator in which any Indemnified Party becomes involved as a
result of any of the transactions contemplated hereby or thereby (other than an
investigation, litigation or proceeding (1) relating to a dispute solely amongst the Lenders
(or certain Lenders) and the Agent or (2) excluded by this Section 13.1(a));




     (M) any inability to litigate any claim against any Obligor in respect of any
Receivable as a result of such Obligor being immune from civil and commercial law and suit
on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;




     (N) the occurrence of any Event of Default of the type described in Section 10.1(e); or




     (O) any loss incurred by any of the Secured Parties as a result of the inclusion in the
Borrowing Base of (i) Receivables owing from any single Obligor and its Affiliated Obligors
which causes the aggregate Unpaid Balance of all such Receivables to exceed the applicable
Obligor Concentration Limit or (ii) Receivables in excess of the Extended Term Concentration
Limit.



     (b) Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any
attempt to impose or collect any tax or governmental fee or charge for which indemnification will
be sought from any Loan Party under Section 13.1(a)(xi), such Indemnified Party shall give prompt
and timely notice of such attempt to the Borrower and the Borrower shall have the right, at its
expense, to participate in any proceedings resisting or objecting to the imposition or collection
of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount
necessary to make the Indemnified Party whole after taking into account any tax consequences to the
Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the
receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified
hereunder, including the effect of such tax, deduction or refund on the amount of tax measured by
net income or profits which is or was payable by the Indemnified Party.



     (c) Contribution. If for any reason the indemnification provided above in this Section 13.1
(and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is
insufficient to hold an Indemnified Party harmless, then the Borrower shall contribute to the
amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative benefits received
by such Indemnified Party on the one hand and the Borrower on the other hand but also the relative
fault of such Indemnified Party as well as any other relevant equitable considerations.



     Section 13.2. Indemnities by Servicer. Without limiting any other rights which any
Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to
indemnify each of the Indemnified Parties forthwith on demand, from and against any and all
Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the



44









 







Servicer’s performance of, or failure to perform, any of its obligations under or in
connection with any Transaction Document, or any representation or warranty made by the Servicer
(or any of its officers) under or in connection with any Transaction Document, any Information
Package or any other information or report delivered by or on behalf of the Servicer, which shall
have been false, incorrect or misleading in any material respect when made or deemed made or
delivered, as the case may be, or the failure of the Servicer to comply with any applicable law,
rule or regulation with respect to any Receivable or the related Contract. Notwithstanding the
foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the
extent determined by a court of competent jurisdiction to have resulted from gross negligence or
willful misconduct on the part of such Indemnified Party, (b) as recourse for Indemnified Amounts
to the extent the same includes losses in respect of Receivables which are uncollectible on account
of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor, (c) that
represent taxes based upon, or measured by, net income, of changes in the rate of tax or as
determined by reference to the overall net income, of such Indemnified Party, (d) that represent
franchise taxes, taxes on, or in the nature of, doing business taxes or capital taxes or (e) that
represent withholding taxes required for payments made to any foreign entity which, at the time
such foreign entity issues its Commitment or Liquidity Commitment or becomes an assignee of a
Lender hereunder, fails to deliver to the Agent and the Borrower an accurate IRS Form W-8 BEN or
W-8 ECI, as applicable.



     If for any reason the indemnification provided above in this Section 13.2 (and subject to the
exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an
Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by
such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect not only the relative benefits received by such Indemnified Party on the
one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party
as well as any other relevant equitable considerations.



ARTICLE XIV

MISCELLANEOUS




     Section 14.1. Amendments, Etc. No amendment or waiver of any provision of this Agreement nor
consent to any departure by any Loan Party therefrom shall in any event be effective unless the
same shall be in writing and signed by the Borrower and the Agent, and any such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given. The
Borrower acknowledges that, before entering into such an amendment or granting such a waiver or
consent, the Agent will be required to obtain the approval of the Lenders and the Liquidity Banks.



     Section 14.2. Notices, Etc. All notices and other communications provided for hereunder
shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall
be personally delivered or sent by express mail or courier or by certified mail, postage prepaid,
or by facsimile, to the intended party at the address or facsimile number of such party set forth
on Schedule 14.2 or at such other address or facsimile number as shall be designated by such party
in a written notice to the other parties hereto. All such notices and communications shall be
effective, (a) if personally delivered or sent by express mail or



45









 







courier or if sent by certified mail, when received, and (b) if transmitted by facsimile, when
sent, receipt confirmed by telephone or electronic means.



     Section 14.3. No Waiver; Remedies. No failure on the part of any Agent or any of the Secured
Parties to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, each
of the Agent, the Lenders and the Liquidity Banks is hereby authorized by the Borrower at any time
and from time to time, to the fullest extent permitted by law, to set off and apply to payment of
any Obligations that are then due and owing any and all deposits (general or special, time or
demand provisional or final) at any time held and other indebtedness at any time owing by such
Person to or for the credit or the account of the Borrower.



     Section 14.4. Binding Effect; Survival. This Agreement shall be binding upon and inure to the
benefit of the Borrower, the Agent, the Lenders and their respective successors and assigns, and
the provisions of Section 4.2 and Article XIII shall inure to the benefit of the Affected Parties
and the Indemnified Parties, respectively, and their respective successors and assigns; provided,
however, nothing in the foregoing shall be deemed to authorize any assignment not permitted by
Section 12.1. This Agreement shall create and constitute the continuing obligations of the parties
hereto in accordance with its terms, and shall remain in full force and effect until the Final
Payout Date. The rights and remedies with respect to any breach of any representation and warranty
made by the Borrower pursuant to Article VI and the indemnification and payment provisions of
Article XIII and Sections 4.2, 14.5, 14.6, 14.7, 14.8 and 14.15 shall be continuing and shall
survive any termination of this Agreement.



     Section 14.5. Costs, Expenses and Taxes. In addition to its obligations under the other
provisions of this Agreement, the Borrower agrees to pay or to cause the Originator to pay:




     (a) Within fifteen (15) Business Days after receipt of a written invoice therefor: all
reasonable out-of-pocket costs and expenses incurred by the Agent, in connection with (i)
the negotiation, preparation, execution and delivery of this Agreement, the other
Transaction Documents or the Liquidity Agreement (subject to the limitations set forth in
the Fee Letter), or (ii) the administration of the Transaction Documents prior to an Event
of Default, in each case including, without limitation, (A) the reasonable fees and expenses
of a single law firm acting as counsel to the Agent and the Lenders incurred in connection
with any of the foregoing, and (B) subject to the limitations set forth in the Fee Letter
and in Section 7.1(c), the reasonable fees and expenses of independent accountants incurred
in connection with any review of any Loan Party’s books and records either prior to or after
the execution and delivery hereof;




     (b) within fifteen (15) Business Days after receipt of a written invoice therefor: all
reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable
fees and expenses of counsel, independent accountants, rating agencies and due diligence)
incurred by each of the Lenders, the Agent and the Liquidity Banks in connection with the
negotiation, preparation, execution and delivery of any amendment or consent to, or waiver
of, any provision of the Transaction Documents which is



46









 







requested or proposed by any Loan Party (whether or not consummated), the
administration of the Transaction Documents following an Event of Default (or following a
waiver of or consent to any Event of Default), or the enforcement by any of the foregoing
Persons of, or any actual or claimed breach of, this Agreement or any of the other
Transaction Documents, including, without limitation, (i) the reasonable fees and expenses
of counsel to any of such Persons incurred in connection with any of the foregoing or in
advising such Persons as to their respective rights and remedies under any of the
Transaction Documents in connection with any of the foregoing, and (ii) the reasonable fees
and expenses of independent accountants incurred in connection with any review of any Loan
Party’s books and records or valuation of the Receivables and Related Assets; and




     (c) upon demand: all stamp and other taxes and fees payable or determined to be payable
in connection with the execution, delivery, filing and recording of this Agreement or the
other Transaction Documents (and the Borrower agrees to indemnify each Indemnified Party
against any liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes and fees).



     Section 14.6. No Proceedings. Each of the parties hereto hereby agrees that it will not
institute against the Borrower or YC SUSI, or join any Person in instituting against the Borrower
or YC SUSI, any insolvency proceeding (namely, any proceeding of the type referred to in the
definition of Event of Bankruptcy) so long as any Commercial Paper Notes or other senior
Indebtedness issued by YC SUSI shall be outstanding or there shall not have elapsed one year plus
one day since the last day on which any such Commercial Paper Notes or other senior Indebtedness
shall have been outstanding.



     Section 14.7. Confidentiality Provisions.



     (a) Each of the parties hereto shall maintain and shall cause each of its employees and
officers to maintain the confidentiality of the Agreement and all information with respect to the
other parties, including all information regarding the business of the Originator, the Borrower and
the Servicer hereto and their respective businesses obtained by them in connection with the
structuring, negotiating and execution of the transactions contemplated herein, except that each
such party and its directors, officers and employees may (i) disclose such information to its
external accountants, attorneys, investors, potential investors, credit enhancers to YC SUSI
(including the directors, officers, external accountants, and attorneys of such credit enhancers)
and the agents or advisors of such Persons (“Excepted Persons”) who have a need to know such
information; provided that each Excepted Person shall be advised by the party disclosing such
information of the confidential nature of the information being disclosed, (ii) disclose the
existence of the Agreement, but not the financial terms thereof, (iii) disclose such information as
is required by applicable law and (iv) disclose the Agreement and such information in any suit,
action, proceeding or investigation (whether in law or in equity or pursuant to arbitration)
involving any of the Transaction Documents for the purpose of defending itself, reducing its
liability, or protecting or exercising any of its claims, rights, remedies, or interests under or
in connection with any of the Transaction Documents; provided that the Persons permitted to make
such disclosures under clauses (iii) and (iv) shall also include credit enhancers to YC SUSI. It
is understood that the financial terms that may not be disclosed except in compliance with this



47









 







Section 14.7(a) include, without limitation, all fees and other pricing terms, and all Events
of Default and priority of payment provisions.



     (b) Notwithstanding anything herein to the contrary, the Borrower and the Servicer each hereby
consents to the disclosure of any nonpublic information with respect to it (i) to the Agent, the
Lenders or the Secured Parties by each other, (ii) by the Agent or the Lenders to any prospective
or actual assignee or participant of any of them or (iii) by the Agent, the Liquidity Bank or a
Lender to any rating agency, commercial paper dealer or provider of a surety, guaranty or credit or
liquidity enhancement to a Lender and to any officers, directors, employees, outside accountants,
advisors, and attorneys or any of the foregoing, provided each such Person is informed of the
confidential nature of such information. In addition, the Secured Parties, the Agent, the Lenders
and the credit enhancers to YC SUSI may disclose any such nonpublic information as required
pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative
or regulatory authority or proceedings (whether or not having the force or effect of law).



     (c) Notwithstanding anything herein to the contrary, the foregoing shall not be construed to
prohibit (i) disclosure of any and all information that is or becomes publicly known, (ii)
disclosure of any and all information (A) if required by any applicable statute, law, rule or
regulation, (B) to any government agency or regulatory body having or claiming authority to
regulate or oversee any respects of the respective business of the Originator, the Servicer, the
Borrower, YC SUSI or the Lenders or that of their affiliates, (C) pursuant to any subpoena, civil
investigative demand or similar demand or request of any court, regulatory authority, arbitrator or
arbitration to which the Originator, the Servicer, the Borrower, YC SUSI or the Lenders or an
affiliate or an officer, director, employer or shareholder thereof is a party, (D) in any
preliminary or final offering circular, registration statement or contract or other document
pertaining to the transactions contemplated herein approved in advance by the Borrower or the
Servicer or (E) to any affiliate, independent or internal auditor, agent, employee or attorney of
the Originator, the Servicer, the Borrower, YC SUSI or the Lenders having a need to know the same;
provided that the Originator, the Servicer, the Borrower, YC SUSI or the Lenders advises such
recipient of the confidential nature of the information being disclosed, or (iii) any other
disclosure authorized by the Borrower or Servicer.



     Section 14.8. [Reserved]



     Section 14.9. Captions and Cross References. The various captions (including, without
limitation, the table of contents) in this Agreement are provided solely for convenience of
reference and shall not affect the meaning or interpretation of any provision of this Agreement.
Unless otherwise indicated, references in this Agreement to any Section, Appendix, Schedule or
Exhibit are to such Section of or Appendix, Schedule or Exhibit to this Agreement, as the case may
be, and references in any Section, subsection, or clause to any subsection, clause or subclause are
to such subsection, clause or subclause of such Section, subsection or clause.



     Section 14.10. Integration. This Agreement and the other Transaction Documents contain a
final and complete integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire understanding among the parties hereto with
respect to the subject matter hereof, superseding all prior oral or written understandings.



48









 





     Section 14.11. Governing Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES
HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (WITHOUT REFERENCE TO CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE SECURITY
INTEREST OF THE AGENT, ON BEHALF OF THE SECURED PARTIES, IN THE COLLATERAL IS GOVERNED BY THE LAWS
OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.



     Section 14.12. Waiver of Jury Trial. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY
OTHER TRANSACTION DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN
THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP
EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL NOT BE TRIED BEFORE A JURY.



     Section 14.13. Consent to Jurisdiction; Waiver of Immunities. EACH SELLER PARTY HEREBY
ACKNOWLEDGES AND AGREES THAT:



     (a) IT IRREVOCABLY (i) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION, FIRST, OF ANY UNITED STATES
FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT,
IN EITHER CASE SITTING IN NEW YORK COUNTY, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, AND (ii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF AN ACTION OR PROCEEDING IN SUCH COURTS.



     (b) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN
CONNECTION WITH THIS AGREEMENT.



     Section 14.14. Execution in Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same Agreement.



     Section 14.15. No Recourse Against Other Parties. The several obligations of the Lenders
under this Agreement are solely the corporate obligations of such Lender. No recourse



49









 







shall be had for the payment of any amount owing by such Lender under this Agreement or for
the payment by such Lender of any fee in respect hereof or any other obligation or claim of or
against such Lender arising out of or based upon this Agreement, against any employee, officer,
director, incorporator or stockholder of such Lender. Each of the Borrower, the Servicer and the
Agent agrees that YC SUSI shall be liable for any claims that such party may have against YC SUSI
only to the extent YC SUSI has excess funds and to the extent such assets are insufficient to
satisfy the obligations of YC SUSI hereunder, YC SUSI shall have no liability with respect to any
amount of such obligations remaining unpaid and such unpaid amount shall not constitute a claim
against YC SUSI. Any and all claims against YC SUSI or the Agent shall be subordinate to the
claims against such Persons of the holders of Commercial Paper Notes and the Liquidity Banks.



     Section 14.16. Amendment and Restatement. (a) On the date hereof, the Original Credit
Agreement shall be amended, restated and superseded in its entirety by this Agreement but the
indebtedness evidenced thereby shall neither be cancelled nor extinguished and the amounts funded
by YC SUSI to Wachovia in accordance with the Assignment Agreement shall be deemed a Loan hereunder
in all respects. The parties hereto hereby (i) acknowledge and agree that the Liens granted under
the Original Credit Agreement securing the payment of such indebtedness are in all respects
continuing and in full force and effect, secure the payment of such indebtedness and from and after
the date hereof shall secure the obligations under this Agreement in addition to such indebtedness
and (ii) fully and unconditionally ratify and affirm all Transaction Documents.



     (b) On and after the date hereof, (i) each reference in the Transaction Documents to the
“Credit and Security Agreement”, “thereunder”, “thereof” or similar words referring to this
Agreement shall mean and be a reference to this Agreement as amended and restated hereby and (ii)
each reference in the Transaction Documents to the “Obligations” shall mean and be a reference to
the Obligations as defined in this Agreement.



ARTICLE XV

ADDITIONAL LIQUIDITY BANK PROVISIONS




     Section 15.1. Assignment to Liquidity Banks.



     (a) Assignment Amounts. At any time on or prior to the Conduit Investment Termination Date,
if the administrator for YC SUSI (the “Administrator”) so elects, by written notice to the Agent,
the Borrower hereby irrevocably requests and directs that YC SUSI assign, and YC SUSI does hereby
assign effective on the Assignment Date referred to below all or such portions as may be elected by
YC SUSI of its interest in the Obligations at such time to the Liquidity Banks pursuant to this
Section 15.1 and the Borrower hereby agrees to pay the amounts described in Section 15.1(b) within
two (2) Business Days of its receipt of a notice thereof specifying the amounts owed pursuant
thereto; provided that unless such assignment is an assignment of all of YC SUSI’s interest in the
Obligations in whole on or after the Conduit Investment Termination Date, no such assignment shall
take place pursuant to this Section 15.1 if an Event of Default described in Section 10.1(e) shall
then exist; and provided further that no such assignment shall take place pursuant to this Section
15.1 at a time when an Event of Bankruptcy with respect to YC SUSI exists. No further
documentation or action on the part of



50









 







YC SUSI or the Borrower shall be required to exercise the rights set forth in the immediately
preceding sentence, other than the giving of the notice by YC SUSI referred to in such sentence and
the delivery by YC SUSI of a copy of such notice to each Liquidity Bank (the date of the receipt of
any such notice being the “Assignment Date”). Each Liquidity Bank hereby agrees, unconditionally
and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind,
to pay the full amount of its Assignment Amount on such Assignment Date to YC SUSI in immediately
available funds to an account designated by YC SUSI. Upon payment of its Assignment Amount, each
Liquidity Bank shall acquire an interest in the Obligations equal to its pro rata share (based on
the outstanding portions of the Obligations funded by it) of the assigned portion of the
Obligations. At all times after the Conduit Investment Termination Date, YC SUSI shall cease to
make any additional Loans hereunder. At all times prior to the Conduit Investment Termination
Date, nothing herein shall prevent YC SUSI from making subsequent Loans hereunder, in its sole
discretion, following any assignment pursuant to this Section 15.1 or from making more than one
assignment pursuant to this Section 15.1.



     (b) Borrower’s Obligation to Pay Certain Amounts; Additional Assignment Amount. The Borrower
shall pay to the Administrator, for the account of YC SUSI, in connection with any assignment by YC
SUSI to a Liquidity Bank pursuant to this Section 15.1, an aggregate amount equal to all interest
and fees to accrue up to but not including the effective date of such assignment to the extent
attributable to the portion of the Obligations so assigned to the Liquidity Banks (which interest
shall be determined for such purpose using the CP Costs most recently determined by the
Administrator) (as determined immediately prior to giving effect to such assignment), plus all
other Obligations then due and owing to YC SUSI (other than any interest not described above)
related to the portion of the Obligations so assigned to the Liquidity Banks. If the Borrower
fails to make payment of such amounts at or prior to the time of assignment by YC SUSI to a
Liquidity Bank, such amount shall be paid by such Liquidity Bank to YC SUSI as additional
consideration for the interests assigned to such Liquidity Bank and the amount of the “Obligations”
hereunder held by such Liquidity Bank shall be increased by an amount equal to the additional
amount so paid by such Liquidity Bank and such Obligations shall no longer be owed to YC SUSI.



     (c) Administration of Agreement after Assignment from YC SUSI to the Liquidity Banks following
the Conduit Investment Termination Date. After any assignment in whole by YC SUSI to the Liquidity
Banks pursuant to this Section 15.1 at any time on or after the related Conduit Investment
Termination Date (and the payment of all amounts owing to YC SUSI in connection therewith), all
rights of the Administrator set forth herein shall be given to the Agent on behalf of the
applicable Liquidity Bank instead of the Administrator.



     (d) Payments to Agent’s Account. After any assignment in whole by a YC SUSI to the Liquidity
Banks pursuant to this Section 15.1 at any time on or after the related Conduit Investment
Termination Date, all payments to be made hereunder by the Borrower or the Servicer to YC SUSI
shall be made to the Agent’s account as such account shall have been notified to the Borrower and
the Servicer.



     (e) Recovery of Obligations. In the event that the aggregate of the Assignment Amounts paid
by the Liquidity Banks pursuant to this Section 15.1 on any Assignment Date



51









 







occurring on or after the Conduit Investment Termination Date is less than the Obligations of
YC SUSI on such Assignment Date, then to the extent Collections thereafter received by the Agent
and the Liquidity Banks hereunder in respect of the Obligations exceed the aggregate of the
unrecovered Assignment Amounts and Obligations funded by such Liquidity Banks, such excess shall be
remitted by the Liquidity Banks to YC SUSI (or to the Administrator on its behalf) for the account
of YC SUSI.



     Section 15.2. Downgrade of Liquidity Bank.



     (a) Downgrades Generally. If at any time on or prior to the Conduit Investment Termination
Date, the short term debt rating of any Liquidity Bank shall be “A-2” or “P-2” from S&P or Moody’s,
respectively, with negative credit implications, such Liquidity Bank, upon request of the Agent,
shall, within thirty (30) days of such request, assign its rights and obligations hereunder to
another financial institution (which institution’s short term debt shall be rated at least “A-2” or
“P-2” from S&P or Moody’s, respectively, and which shall not be so rated with negative credit
implications and which is acceptable to YC SUSI and the Agent). If the short term debt rating of a
Liquidity Bank shall be “A-3” or “P-3”, or lower, from S&P or Moody’s, respectively (or such rating
shall have been withdrawn by S&P or Moody’s), such Liquidity Bank, upon request of the Agent,
shall, within five (5) Business Days of such request, assign its rights and obligations hereunder
to another financial institution (which institution’s short term debt shall be rated at least “A-2”
or “P-2”, from S&P or Moody’s, respectively, and which shall not be so rated with negative credit
implications and which is acceptable to YC SUSI and the Agent). In either such case, if any such
Liquidity Bank shall not have assigned its rights and obligations under this Agreement within the
applicable time period described above (in either such case, the “Required Downgrade Assignment
Period”), the Agent on behalf of YC SUSI shall have the right to require such Liquidity Bank to pay
upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and
each such Liquidity Bank hereby agrees in such event to pay within such time) to the Agent an
amount equal to such Liquidity Bank’s unused Commitment (a “Downgrade Draw”) for deposit by the
Agent into an account, in the name of the Agent (a “Downgrade Collateral Account”), which shall be
in satisfaction of such Liquidity Bank’s obligations to make Loans and to pay its Assignment Amount
upon an assignment from YC SUSI in accordance with Section 15.1; provided that if, during the
Required Downgrade Assignment Period, such Liquidity Bank delivers a written notice to the Agent of
its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of
the payment required to fund the Downgrade Draw, then such Liquidity Bank will not be required to
fund such Downgrade Draw. If any Liquidity Bank gives the Agent such notice, then such Liquidity
Bank shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to
the Agent a direct pay irrevocable letter of credit in favor of the Agent in an amount equal to the
unused portion of such Liquidity Bank’s Commitment, which letter of credit shall be issued through
an United States office of a bank or other financial institution (i) whose short-term debt ratings
by S&P and Moody’s are at least equal to the ratings assigned by such statistical rating
organization to the Commercial Paper of YC SUSI and (ii) that is acceptable to YC SUSI and the
Agent. Such letter of credit shall provide that the Agent may draw thereon for payment of any Loan
or Assignment Amount payable by such Liquidity Bank which is not paid hereunder when required,
shall expire no earlier than the related Conduit Investment Termination Date and shall otherwise be
in form and substance acceptable to the Agent.



52









 





     (b) Application of Funds in Downgrade Collateral Account. If any Liquidity Bank shall be
required pursuant to Section 15.2(a) to fund a Downgrade Draw, then the Agent shall apply the
monies in the Downgrade Collateral Account applicable to such Liquidity Bank’s share of Loans
required to be made by the Liquidity Banks and to any Assignment Amount payable by such Liquidity
Bank pursuant to Section 15.1 at the times, in the manner and subject to the conditions precedent
set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by any
Liquidity Bank shall not constitute a Loan or the payment of any Assignment Amount (and such
Liquidity Bank shall not be entitled to interest on such monies except as provided below in this
Section 15.2(b), unless and until (and then only to the extent that) such monies are used to fund
Loans or to pay any Assignment Amount. The amount on deposit in such Downgrade Collateral Account
shall be invested by the Agent in Eligible Investments and such Eligible Investments shall be
selected by the Agent in its sole discretion. The Agent shall remit to such Liquidity Bank, on the
last Business Day of each month, the income actually received thereon. Unless required to be
released as provided below in this subsection, Collections received by the Agent in respect of such
Liquidity Bank’s portion of the Obligations shall be deposited in the Downgrade Collateral Account
for such Liquidity Bank. Amounts on deposit in such Downgrade Collateral Account shall be released
to such Liquidity Bank (or the stated amount of the letter of credit delivered by such Liquidity
Bank pursuant to subsection (a) above may be reduced) within one (1) Business Day after each
Settlement Date following the Termination Date to the extent that, after giving effect to the
distributions made and received by the Lenders on such Settlement Date, the amount on deposit in
such Downgrade Collateral Account would exceed such Liquidity Bank’s pro rata share (determined as
of the day prior to the Termination Date) of the sum of all Loans then funded by YC SUSI, plus the
Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released
to such Liquidity Bank no later than the Business Day immediately following the earliest of (i) the
effective date of any replacement of such Liquidity Bank or removal of such Liquidity Bank as a
party to this Agreement, (ii) the date on which such Liquidity Bank shall furnish the Agent with
confirmation that such Liquidity Bank shall have short-term debt ratings of at least “A-2” or “P-2”
from S&P and Moody’s, respectively, without negative credit implications, and (iii) the Conduit
Investment Termination Date. Nothing in this Section 15.2 shall affect or diminish in any way any
such downgraded Liquidity Bank’s Commitment to the Borrower or YC SUSI or such downgraded Liquidity
Bank’s other obligations and liabilities hereunder and under the other Transaction Documents.



     (c) Liquidity Agreement Downgrade Provisions. Notwithstanding the other provisions of this
Section 15.2, a Liquidity Bank shall not be required to make a Downgrade Draw (or provide for the
issuance of a letter of credit in lieu thereof) pursuant to Section 15.2(a) at a time when such
Liquidity Bank has a downgrade collateral account (or letter of credit in lieu thereof) established
pursuant to the Liquidity Agreement relating to the transactions contemplated by this Agreement to
which it is a party in an amount at least equal to its unused Commitment, and the Agent may apply
monies in such downgrade collateral account in the manner described in Section 15.2(b) as if such
downgrade collateral account were a Downgrade Collateral Account.



[Remainder of Page Intentionally Left Blank

Signature Pages Follow]




53









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	BORROWER:	 	PACKAGING RECEIVABLES COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ DARLA J. OLIVIER	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Darla J. Olivier	 	 
	 

	 	 	 	Title: Secretary	 	 
	 
	 	 	 	 	 	 
	SERVICER:	 	PACKAGING CREDIT COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ DARLA J. OLIVIER	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Darla J. Olivier	 	 
	 

	 	 	 	Title: Secretary	 	 




Amended and Restated Credit and Security Agreement




 









 






	 	 	 	 	 	 	 
	AGENT:	 	BANK OF AMERICA, 

NATIONAL ASSOCIATION,	 	 
	 	 	as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ STEVEN MAYSONET	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven Maysonet	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	LENDERS:	 	YC SUSI TRUST,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Bank of America, National Association, 


its attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ STEVEN MAYSONET	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven Maysonet	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Initial Commitment: not applicable	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, 

NATIONAL ASSOCIATION,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ STEVEN MAYSONET	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Steven Maysonet	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Initial Commitment: $150,000,000	 	 




Amended and Restated Credit and Security Agreement




 









 





ANNEX A




DEFINITIONS




     A. Certain Defined Terms. As used in this Agreement, the following terms have the following
meanings:



     “Account” shall have the meaning specified in Section 9-106 of the UCC.



     “Adjusted Dilution Ratio” at any time means the 12-month rolling average of the Dilution Ratio
for the twelve (12) Settlement Periods then most recently ended.



     “Administrator” has the meaning set forth in Section 15.1.



     “Advance” means a borrowing hereunder consisting of the aggregate amount of the Loans made on
the same Borrowing Date.



     “Affected Party” means each of the Lenders and the Agent.



     “Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person. A Person shall be
deemed to control another Person if the controlling Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, membership interests, by contract, or otherwise.



     “Affiliated Obligor” in relation to any Obligor means an Obligor that is an Affiliate of such
Obligor.



     “Agent” has the meaning provided in the preamble of this Agreement.



     “Aggregate Commitment” means the aggregate of the Commitments of the Liquidity Banks, as
reduced or increased from time to time pursuant to the terms hereof.



     “Agreement” means this Amended and Restated Credit and Security Agreement, as it may be
amended or modified and in effect from time to time.



     “Allied Signal Receivable” means a Receivable, the Obligor of which is Allied Signal, Inc. or
any Affiliate thereof.



     “Allocation Limit” has the meaning set forth in Section 1.1.



     “Alternate Base Rate” means for any day, the rate per annum equal to the higher as of such day
of (i) the Base Rate, or (ii) one-half of one percent (0.50%) above the Federal Funds Rate. For
purposes of determining the Alternate Base Rate for any day, changes in the Base Rate or the
Federal Funds Rate shall be effective on the date of each such change. The Alternate Base Rate is
not necessarily intended to be the lowest rate of interest determined by Bank of America in
connection with extensions of credit.



 









 





     “Alternate Base Rate Loan” means a Loan which bears interest at the Alternate Base Rate or the
Default Rate.



     “Article” means an article of this Agreement unless another document is specifically
referenced.



     “Assignment Agreement” has the meaning set forth in the preamble of this Agreement.



     “Assignment Amount” means, with respect to a Liquidity Bank at the time of any assignment
pursuant to Section 15.1, an amount equal to the least of (a) such Liquidity Bank’s pro rata share
of the Obligations requested by YC SUSI to be assigned at such time; (b) such Liquidity Bank’s
unused Commitment (minus the unrecovered principal amount of such Liquidity Bank’s investment in
the Obligations pursuant to the Liquidity Agreement to which it is a party); and (c) in the case of
an assignment on or after the applicable Conduit Investment Termination Date, an amount equal the
sum of such Liquidity Bank’s pro rata share of (i) the aggregate Unpaid Balance of the Receivables
(other than Defaulted Receivables), plus (ii) all Collections received by the Servicer but not yet
remitted by the Servicer to the Agent, plus (iii) any amounts in respect of Deemed Collections
required to be paid by the Borrower at such time.



     “Assignment Date” has the meaning set forth in Section 15.1.



     “Bank of America” has the meaning set forth in the preamble of this Agreement.



     “Bank of America Roles” has the meaning set forth in Section 11.10(a).



     “Bank Rate Spread” has the meaning provided in the Fee Letter.



     “Base Rate” means the rate of interest per annum publicly announced from time to time by Bank
of America as its “prime rate”. (The “prime rate” is a rate set by Bank of America based upon
various factors including Bank of America’s costs and desired return, general economic conditions
and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate.) Any change in the prime rate announced by Bank of America
shall take effect at the opening of business on the day specified in the public announcement of
such change.



     “Blue Ridge” has the meaning provided in the preamble of this Agreement.



     “Borrower” has the meaning provided in the preamble of this Agreement.



     “Borrower Information” has the meaning set forth in Section 14.7(a).



     “Borrower Information Provider” has the meaning set forth in Section 14.7(a).



     “Borrowing Base” means, on any date of determination, the amount determined by reference to
the following formula:



 A-2









 





(NPB - RR) - EDC




	 	 	 	 	 	 	 
	 	 	where:	 	 
	 
	 	 	 	 	 	 
	 

	 	NPB
	 	=
	 	the Net Pool Balance as of the most recent Cut-Off Date
occurring at least seven (7) Business Days prior to such date of determination;
	 
	 	 	 	 	 	 
	 

	 	RR
	 	=
	 	the Required Reserve as of the most recent Cut-Off Date
occurring at least seven (7) Business Days prior to such date of determination;
and
	 
	 	 	 	 	 	 
	 

	 	EDC
	 	=
	 	Deemed Collections that have occurred since the most recent
Cut-Off Date occurring at least seven (7) Business Days prior to such date of
determination to the extent such Deemed Collections exceed the Dilution
Reserve.






     “Borrowing Date” means a date on which an Advance is made hereunder.



     “Borrowing Request” is defined in Section 2.1.



     “Business Day” means (i) any day on which banks are not authorized or required to close in New
York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for
business, and (ii) if the applicable Business Day relates to any computation or payment to be made
with respect to the Eurodollar Rate (Reserve Adjusted), any day on which dealings in dollar
deposits are carried on in the London interbank market.



     “Capital Lease Obligation” of a Person means any lease of property by such Person as lessee
which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.



     “Change in Control” means:




     (a) the failure of Performance Guarantor to own (directly or through one or more of its
wholly-owned Subsidiaries) 100% of the membership interests of the Borrower or Seller; or




     (b) (i) any Person or two or more Persons acting in concert shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Exchange Act), directly or indirectly, of voting stock (or other
securities convertible into such voting stock) representing 35% or more of the combined
voting power of all voting stock of the Performance Guarantor; or (ii) during any period of
up to twelve (12) consecutive months, commencing after the date of this Agreement,
individuals who at the beginning of such twelve-month period were directors of the
Performance Guarantor shall cease for any reason (other than due to death or disability) to
constitute a majority of the board of directors of the Performance Guarantor (except to the
extent that individuals who at the beginning of such twelve-month period were replaced by
individuals (x) elected by a majority of the remaining members of the board



 A-3









 







of directors of the Performance Guarantor or (y) nominated for election by a majority
of the remaining members of the board of the directors of the Performance Guarantor and
thereafter elected as directors by the shareholders of the Performance Guarantor); or (iii)
any Person or two or more Persons acting in concert shall have acquired by contract or
otherwise, or shall have entered into a contract or arrangement that, upon consummation,
will result in its or their acquisition of the power to exercise, directly or indirectly, a
controlling influence over the management or policies of the Performance Guarantor; or (iv)
a “Change in Control” or similar event shall occur as provided in any instrument or
agreement governing Indebtedness of the Performance Guarantor, to the extent the outstanding
principal amount of the Indebtedness outstanding thereunder exceeds $25,000,000.



     “Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time.



     “Collateral” has the meaning set forth in Section 9.1.



     “Collection Account” has the meaning set forth in Section 7.1(i).



     “Collections” means all funds which either (i) are received by the Borrower, the Seller, the
Originator or the Servicer from or on behalf of the related Obligor in payment of any amounts owed
(including, without limitation, purchase prices, finance charges, interest and all other charges)
in respect of such Receivable, or applied to such amounts owed by such Obligor (including, without
limitation, insurance payments that the Borrower, the Seller, the Originator or the Servicer
applies in the ordinary course of its business to amounts owed in respect of such Receivable and
net proceeds of sale or other disposition of repossessed goods or other collateral or property of
the Obligor or any other party directly or indirectly liable for payment of such Receivable and
available to be applied thereon), or (ii) are Deemed Collections.



     “Commercial Paper Notes” shall mean the commercial paper promissory notes, if any, issued by
or on behalf of YC SUSI that fund any CP Rate Loan.



     “Commitment” means, for each Liquidity Bank, its obligation to make Loans not exceeding the
amount set forth opposite its signature to the Agreement, as such amount may be modified from time
to time pursuant to the terms hereof.



     “Commitment Increase Request” has the meaning set forth in Section 1.7.



     “Commitment Reduction Notice” has the meaning set forth in Section 1.6.



     “Conduit Investment Termination Date” means the date of delivery by YC SUSI to the Borrower of
written notice that it elects, in its sole discretion, to permanently cease to fund Loans
hereunder.



     “Contract” means with respect to any Receivable, any agreement, contract or other writing with
respect to the provision of services by the Originator to an Obligor, any paper or electronic bill,
statement or invoice for services rendered by the Originator to an Obligor, and any instrument or
chattel paper now or hereafter evidencing all or any portion of the same.



 A-4









 





     “Contractual Obligation” means, as to any Person, any provision of any security issued by such
Person or of any agreement, undertaking, contract, indenture, mortgage, deed of or other
instrument, document or agreement to which such Person is a party or by which it or any of its
property is bound.



     “CP Costs” means, for any day, the per annum rate equivalent to the weighted
average cost (as determined by the applicable administrator of YC SUSI and which shall include
commissions of placement agents and dealers, incremental carrying costs incurred with respect to
Commercial Paper Notes maturing on dates other than those on which corresponding funds are received
by YC SUSI, other borrowings by YC SUSI (other than under any Liquidity Agreement) and any other
costs associated with the issuance of Commercial Paper Notes) of or related to the issuance of
Commercial Paper Notes that are allocated, in whole or in part, by YC SUSI or its administrator to
fund or maintain Loans (and which may be also allocated in part to the funding of other assets of
YC SUSI); provided, however, that if any component of such rate is a discount rate, in calculating
the “CP Costs” for such Loans, YC SUSI shall for such component use the rate resulting from
converting such discount rate to an interest bearing equivalent rate per annum.



     “CP Rate Loan” means a Loan made by YC SUSI funded with Pooled Commercial Paper.



     “CP Tranche Period” shall mean the period to maturity of any Pooled Commercial Paper.



     “Credit and Collection Policy” means those credit and collection policies and practices of the
Originator relating to Contracts and Receivables as in effect on the date of this Agreement, as
modified without violating Section 7.3(c); provided that if an Event of Default or an Unmatured
Default has occurred, at the request of the Agent, Packaging Corporation of America shall provide a
copy of its existing Credit and Collection Policy.



     “Credit Event” means, with respect to the Performance Guarantor, the lowering of the
Performance Guarantor’s issuer rating or bank debt rating to below BB- by S&P or the withdrawal or
suspension of either such rating.



     “Cut-Off Date” means August 31, 2008 and the last day of each month thereafter.



     “Days Sales Outstanding” or “DSO”, means, as of any day, an amount equal to the product of (x)
91, and (y) the amount obtained by dividing (i) the aggregate outstanding balance of Receivables as
of the most recent Cut-Off Date, by (ii) the aggregate amount of Receivables created during the
three Settlement Periods including and immediately preceding such Cut-Off Date.



     “Deemed Collections” means Collections deemed received by the Borrower under Section 3.4.



     “Default Horizon Ratio” at any time means the ratio (expressed as a percentage) computed as of
the Cut-Off Date for the next preceding Settlement Period by dividing the aggregate sales of the
Originator generated during the most recent five (5) Settlement Periods by the aggregate Unpaid
Balance of all Eligible Receivables as of the most recent Cut-off Date;



 A-5









 




provided that if a Rating Event has occurred, the numerator shall be calculated based on the
aggregate sales of the Originator generated during the most recent six (6) Settlement Periods.




     “Default Rate” means a rate per annum equal to the sum of (i) the Alternate Base Rate plus
(ii) 2.00%, changing when and as the Alternate Base Rate changes.



     “Default Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed
by dividing (a) the aggregate Unpaid Balance of Receivables which became Defaulted Receivables
during the Settlement Period that includes such Cut-Off Date, by (b) the aggregate sales generated
by the Originator during the Settlement Period occurring five (5) months prior to the Settlement
Period ending on such Cut-Off Date.



     “Defaulted Receivable” means a Receivable: (a) as to which any payment, or part thereof,
remains unpaid for more than ninety (90) days from the original due date for such payment; (b) as
to which an Event of Bankruptcy has occurred and remains continuing with respect to the Obligor
thereof; or (c) which Receivable has been written off by the Borrower or Servicer in accordance
with the Credit and Collection Policy.



     “Delinquency Ratio” at any time means the ratio (expressed as a percentage) computed as of the
Cut-Off Date for the next preceding Settlement Period by dividing (a) the aggregate Unpaid Balance
of all Receivables that are Delinquent Receivables on such Cut-Off Date by (b) the aggregate Unpaid
Balance of all Receivables on such Cut-Off Date.



     “Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains
unpaid for sixty-one (61) to ninety (90) days from the original due date for such payment.



     “Dilution” means the reduction or cancellation of the Unpaid Balance of a Receivable as
described in Section 3.4(a), excluding Volume Rebate Amounts.



     “Dilution Horizon Ratio” means, on any Settlement Date, an amount calculated by dividing (a)
cumulative sales of the Originator generated during the most recent Settlement Period by (b) the
aggregate Unpaid Balance of all Receivables as of the most recent Cut-off Date.



     “Dilution Ratio” means, as of any Settlement Date, a percentage equal to a fraction, the
numerator of which is the total amount of decreases in Unpaid Balances due to Dilutions during the
most recent Settlement Period, and the denominator of which is the amount of sales of the
Originator generated during the Settlement Period one month prior to the most recent Settlement
Period.



     “Dilution Reserve” means, as of any Settlement Date, a percentage equal to the product of (a)
the sum of (i) the product of 2.0 times the Adjusted Dilution Ratio, plus (ii) the Dilution
Volatility Component, multiplied by (b) the Dilution Horizon Ratio.



     “Dilution Volatility Component” means, as of any Settlement Date, an amount (expressed as a
percentage) equal to the product of (a) the difference between (i) the highest three-month rolling
average Dilution Ratio over the preceding twelve (12) Settlement Periods and (ii) the



 A-6









 







Adjusted Dilution Ratio, and (b) a fraction, the numerator of which is equal to the amount
calculated in (i)(a) of this definition and the denominator of which is equal to the amount
calculated in (i)(b) of this definition.



     “Dollars” means dollars in lawful money of the United States of America.



     “Downgrade Collateral Account” has the meaning set forth in Section 15.2.



     “Downgraded Liquidity Bank” means a Liquidity Bank which has been the subject of a Downgrading
Event.



     “Downgrade Draw” has the meaning set forth in Section 15.2.



     “Downgrading Event” with respect to any Liquidity Bank means the lowering of a rating with
regard to the short-term securities of such Liquidity Bank to below (i) A-1 by S&P, or (ii) P-1 by
Moody’s.



     “Eligible Assignee” means (a) any “bankruptcy remote” special purpose entity which is
administered by Bank of America (or any Affiliate of Bank of America) that is in the business of
acquiring or financing receivables, securities and/or other financial assets and which issues
commercial paper notes that are rated at least A-1 by S&P and P-1 by Moody’s, (b) any Qualifying
Liquidity Bank having a combined capital and surplus of at least $250,000,000, or (c) any
Downgraded Liquidity Bank whose liquidity commitment has been fully drawn by YC SUSI or the Agent
and funded into a collateral account.



     “Eligible Investments” means any of the following investments denominated and payable solely
in Dollars: (a) readily marketable debt securities issued by, or the full and timely payment of
which is guaranteed by the full faith and credit of, the federal government of the United States,
(b) insured demand deposits, time deposits and certificates of deposit of any commercial bank rated
“A-1+” by S&P and “P-1” by Moody’s, (c) no load money market funds rated in the highest ratings
category by each of S&P and Moody’s (without the “r” symbol attached to any such rating by S&P),
and (d) commercial paper of any corporation incorporated under the laws of the United States or any
political subdivision thereof, provided that such commercial paper is rated “A-1+” by S&P and “P-1”
by Moody’s (without the “r” symbol attached to any such rating by S&P).



     “Eligible Receivable” means, at any time, a Receivable:




     (a) which is a Receivable arising out of the sale of goods or services by the
Originator in the ordinary course of its business that has been sold or contributed to the
Seller pursuant to the Sale Agreement in a “true sale” or “true contribution” transaction
and which has been subsequently sold or contributed by the Seller to the Borrower in a “true
sale” or “true contribution” transaction;




     (b) as to which the perfection of the Agent’s security interest, on behalf of the
Secured Parties, is governed by the laws of a jurisdiction where the UCC is in force, and
which constitutes an “account” as defined in the UCC as in effect in such jurisdiction;



 A-7









 






     (c) the Obligor of which is a resident of the United States or any of its possessions
or territories, and is not (i) an Affiliate or employee of any Loan Party, or (ii) a
Governmental Authority as to which the assignment of receivables owing therefrom requires
compliance with the Federal Assignment of Claims Act or other similar legislation (unless
the Borrower has complied therewith);




     (d) which is not a Defaulted Receivable at such time;




     (e) with regard to which the representations and warranties of the Borrower in Sections
6.1(i) and (k) are true and correct;




     (f) the granting of a security interest therein does not contravene or conflict with
any law;




     (g) which is denominated and payable only in Dollars in the United States;




     (h) which arises under a Contract and is evidenced by a Contract, in each case that has
been duly authorized and that, together with such Receivable, is in full force and effect
and constitutes the legal, valid and binding obligation of the Obligor of such Receivable
enforceable against such Obligor in accordance with its terms and is not subject to any
dispute, offset (except as provided below), counterclaim or defense whatsoever; provided,
however, that if such dispute, offset, counterclaim or defense affects only a portion of the
Unpaid Balance of such Receivable, then such Receivable may be deemed an Eligible Receivable
to the extent of the portion of such Unpaid Balance which is not so affected, and provided
further, that Receivables owing from any Obligor to whom the Originator owes accounts
payable (thereby giving rise to a potential offset) may be treated as Eligible Receivables
to the extent the Obligor of such receivables has agreed pursuant to a written agreement in
form and substance satisfactory to the Agent, that such Receivables shall not be subject to
such offset; provided further, that the applicability of any Volume Rebate Amount shall not
preclude a Receivable from being an Eligible Receivable (although the portion of the
Receivable subject to the Volume Rebate Amount shall be excluded as an Eligible Receivable
in all respects);




     (i) which, together with the Contract related thereto, does not contravene in any
material respect any laws, rules or regulations applicable thereto (including, without
limitation, laws, rules and regulations relating to usury, truth in lending, fair credit
billing, fair credit reporting, equal credit opportunity, fair debt collection practices and
privacy) and with respect to which no party to the Contract related thereto is in violation
of any such law, rule or regulation in any material respect if such violation would impair
the collectibility of such Receivable;




     (j) which satisfies in all material respects all applicable requirements of the
Originator’s Credit and Collection Policy;




     (k) which, according to the Contract related thereto, is due and payable within 91 days
from the invoice date of such Receivable;



 A-8









 






     (l) the original term of which has not been extended (except as permitted in Section
8.2(c));




     (m) when aggregated with all other Receivables owing from the same Obligor, not more
than 35% of the aggregate Unpaid Balance of all Receivables owing from such Obligor are
Defaulted Receivables;




     (o) the Obligor of which has been directed to make all payments to a Lockbox Account;
and




     (p) which Receivable does not arise from the sale of goods provided to the Originator
on consignment by AstenJohnson, Inc.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and any rule or regulation issued thereunder.



     “ERISA Affiliate” means any Person that is a member of the Performance Guarantor’s controlled
group, or under common control with the Performance Guarantor, within the meaning of Section 414 of
the Code.



     “ERISA Event” means (a) (i) the occurrence of a Reportable Event, or (ii) the requirements of
subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are
met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan,
and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
reasonably expected to occur with respect to such Plan within the following thirty (30) days; (b)
an application is made for a minimum funding waiver with respect to a Plan; (c) the provision by
the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section
4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in
Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Performance
Guarantor or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e)
the withdrawal by the Performance Guarantor or any ERISA Affiliate from a Multiple Employer Plan
during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of
ERISA; (f) the conditions for the imposition of a lien under Section 303(k) of ERISA or Section
430(k) of the Code shall have been met with respect to any Plan; (g) the adoption of an amendment
to a Plan requiring the provision of security to such Plan pursuant to Section 302 of ERISA or
Section 412 of the Code; or (h) the institution by the PBGC of proceedings to terminate a Plan
pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section
4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to
administer, a Plan.



     “Eurodollar Business Day” means a day of the year as defined in clause (ii) of the definition
of Business Day.



     “Eurodollar Loan” means a Loan which bears interest at the applicable Eurodollar Rate.



     “Eurodollar Rate” means, for any Interest Period, the rate per annum determined on the basis
of the offered rate for deposits in Dollars of amounts equal or comparable to the principal amount
of the related Liquidity Funding offered for a term comparable to such Interest Period,



 A-9









 




which rates appear on a Bloomberg L.P. terminal, displayed under the address “US0001M (or US0002M or US0003M, as applicable)
<Index> Q <Go>” effective as of 11:00 A.M., London time, two (2) Eurodollar Business Days prior to the first day of such Interest Period,
provided that if no such offered rates appear on such page, the Eurodollar Rate for such Interest Period will be the arithmetic average (rounded
upwards, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two (2) major banks in New York City, selected by the
Agent, at approximately 10:00 A.M., New York City time, two (2) Eurodollar Business Days prior to the first day of such Interest Period, for deposits
in Dollars offered by leading European banks for a period comparable to such Interest Period in an amount comparable to the principal amount of such
Liquidity Funding.




     “Eurodollar Rate (Reserve Adjusted)” applicable to any Interest Period means a rate per annum equal to
the quotient obtained (rounded upwards, if necessary, to the next higher 1/100th of 1%) by dividing (a) the applicable Eurodollar Rate for
such Interest Period by (b) 1.00 minus the Eurodollar Reserve Percentage.



     “Eurodollar Reserve Percentage” shall mean, with respect to any Interest Period, the maximum reserve percentage,
if any, applicable to a Liquidity Bank under Regulation D during such Interest Period (or if more than one percentage shall be
applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be applicable)
for determining such Liquidity Bank’s reserve requirement (including any marginal, supplemental or emergency reserves) with respect to liabilities or
assets having a term comparable to such Interest Period consisting or included in the computation of “Eurocurrency Liabilities” pursuant to Regulation D.
Without limiting the effect of the foregoing, the Eurodollar Reserve Percentage shall reflect any other reserves required to be maintained by such Liquidity
Bank by reason of any Regulatory Change against (a) any category of liabilities which includes deposits by reference to which the “London Interbank
Offered Rate” or “LIBOR” is to be determined or (b) any category of extensions of credit or other assets which include LIBOR-based credits or assets.



     “Event of Default” means an event described in Section 10.1.



     “Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if either:




     (a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any
court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment
of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for
such Person or all or substantially all of its assets, or any similar action with respect to such Person under any
law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case
or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days; or an order for
relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or
hereafter in effect; or




 A-10











 






     (b) such Person shall commence a voluntary case or other proceeding under any
applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other
similar law now or hereafter in effect, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) for, such Person or for any substantial part of its property, or shall
make any general assignment for the benefit of creditors, or shall be adjudicated insolvent,
or admit in writing its inability to, pay its debts generally as they become due, or, if a
corporation or similar entity, its board of directors shall vote to implement any of the
foregoing.



     “Excess Concentration Amount” means, as of any date, the sum of (i) the sum of the amounts by
which the aggregate Unpaid Balance of Receivables of each Obligor exceeds the Obligor Concentration
Limit for such Obligor, and (ii) the amount by which the Unpaid Balance of all Receivables due and
payable between 62 and 91 days of the original invoice date exceeds the Extended Term Concentration
Limit.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Exhibit” refers to an exhibit to this Agreement, unless another document is specifically
referenced.



     “Extended Term Concentration Limit” means, at any time, in relation to the aggregate Unpaid
Balance of all Receivables due and payable between 62 and 91 days of the original invoice date, 15%
of the aggregate Unpaid Balance of all Receivables at such time.



     “Extension Request” has the meaning set forth in Section 1.8.



     “Facility Fee” has the meaning set forth in the Fee Letter.



     “Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to
the next higher 1/100th of 1%) equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on
such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding
such day, provided that (i) if the day for which such rate is to be determined is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day, and (ii) if such rate
is not so published for any day, the Federal Funds Rate for such day shall be the average rate
charged to the Agent on such day on such transactions, as reasonably determined by the Agent.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any
successor thereto or to the functions thereof.



     “Fee Letter” means that certain Amended and Restated Fee Letter dated as of the date hereof
and among Performance Guarantor, the Borrower, YC SUSI and the Agent.



     “Final Payout Date” means the earlier to occur of (i) the date following the Termination Date
on which all Receivables in existence on the Termination Date have been paid in full or



A-11 









 







have been charged-off pursuant to the provisions of the Credit and Collection Policy and (ii)
date following the Termination Date on which the Obligations have been paid in full.



     “Five Year Credit Agreement” means that certain Five Year Credit Agreement dated as of April
15, 2008, among Packaging Corporation of America, as Borrower, the Initial Lenders named therein,
Deutsche Bank AG New York Branch, as Syndication Agent, JPMorgan Chase Bank, as Administrative
Agent and Deutsche Bank Securities Inc., as Sole Lead Arranger and Book Manager.



     “GAAP” shall mean generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such accounting profession, which are applicable to the circumstances as
of the date of determination.



     “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any
entity exercising executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.



     “Guarantee” of or by any Person means any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person
(the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation
of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the
purchase of) any security for the payment of such Indebtedness, (b) to purchase property,
securities or services for the purpose of assuring the owner of such Indebtedness of the payment of
such Indebtedness or (c) to maintain working capital, equity capital or other financial statement
condition or liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness; provided however that the term Guarantee shall not include endorsements for
collection or deposit, in either case, in the ordinary course of business.



     “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person
for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such
Person upon which interest charges are customarily paid, (d) all obligations of such Person under
conditional sale or other title retention agreements relating to property or assets purchased by
such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of business), (f)
all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the obligations secured thereby have been assumed, but limited, if such
obligations are without recourse to such Person, to the lesser of the principal amount of such
Indebtedness or the fair market value of such property, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations of
such Person in respect of interest rate protection agreements, foreign



A-12 









 







currency exchange agreements or other interest or exchange rate hedging arrangements (the
amount of any such obligation to be the amount that would be payable upon the acceleration,
termination or liquidation thereof) and (j) all obligations of such Person as an account party in
respect of letters of credit and bankers’ acceptances. The Indebtedness of any Person shall
include the Indebtedness of any partnership in which such Person is a general partner.



     “Indemnified Amounts” has the meaning set forth in Section 13.1(a).



     “Indemnified Party” has the meaning set forth in Section 13.1(a).



     “Independent Manager” has the meaning set forth in Section 7.4(b).



     “Information Package” has the meaning set forth in Section 3.1.



     “Initial PCA Note” means the Initial PCA Note as defined in the Receivables Sale Agreement.



     “Interest Component” means, at any time of determination for YC SUSI, the aggregate interest
and fees accrued and to accrue through the end of the current CP Tranche Period for the Obligations
accruing interest calculated by reference to the CP Costs at such time (determined for such purpose
using the CP Costs most recently determined by the Administrator).



     “Interest Payment Date” means:




     (a) with respect to any CP Rate Loan, each Settlement Date, the date on which any such
Loan is prepaid, in whole or in part, and the Termination Date;




     (b) with respect to any Eurodollar Loan, the last day of its Interest Period, the date
on which any such Loan is prepaid, in whole or in part, and the Termination Date;




     (c) with respect to any Alternate Base Rate Loan, each Settlement Date while such Loan
remains outstanding, the date on which any such Loan is prepaid, in whole or in part, and
the Termination Date; and




     (d) with respect to any Loan while the Default Rate is applicable thereto, upon demand
or, in the absence of any such demand, each Settlement Date while such Loan remains
outstanding, the date on which any such Loan is prepaid, in whole or in part, and the
Termination Date.



     “Interest Period” means, with respect to a Eurodollar Loan, a period of one (1), two (2) or
three (3) months commencing on a Business Day selected by the Borrower (or the Servicer on the
Borrower’s behalf) pursuant to this Agreement and agreed to by the Agent. Such Interest Period
shall end on the day which corresponds numerically to such date one (1), two (2) or three (3)
months thereafter, provided, however, that (i) if there is no such numerically corresponding day in
such next, second or third succeeding month, such Interest Period shall end on the last Business
Day of such next, second or third succeeding month, and (ii) if an Interest Period would otherwise
end on a day which is not a Business Day, such Interest Period shall end on the next



A-13 









 







succeeding Business Day unless said next succeeding Business Day falls in a new calendar
month, then such Interest Period shall end on the immediately preceding Business Day.



     “Interest Rate” means a Eurodollar Rate (Reserve Adjusted), an Alternate Base Rate or the
Default Rate.



     “Interest Reserve” shall mean, as of any date of determination, an amount equal to (a) the
product of (i) 2.0 times (ii) the Days Sales Outstanding as of such date of determination times
(iii) the Base Rate as of such date of determination, divided by (b) 365 or 366, as applicable,
times the Net Pool Balance as of such date of determination.



     “Lenders” means YC SUSI, each Liquidity Bank and their respective successors and permitted
assigns.



     “Lien” means any security interest, lien, encumbrance, pledge, assignment, title retention,
similar claim, right or interest.



     “Liquidity Agreement” means the Liquidity Asset Purchase Agreement dated as of the date hereof
among YC SUSI, the Agent, and the Liquidity Banks from time to time party thereto, as the same may
be amended, restated, supplemented, replaced or otherwise modified from time to time.



     “Liquidity Bank” means (a) Bank of America, (b) any other Liquidity Bank which becomes a party
hereto and (c) any Eligible Assignee of such Liquidity Bank’s Commitment hereunder and under the
Liquidity Agreement. A Liquidity Bank will become a “Lender” hereunder at such time as it makes
any Liquidity Funding.



     “Liquidity Commitment” means, with respect to each Liquidity Bank, its commitment to make
Liquidity Fundings pursuant to the Liquidity Agreement to which it is a party.



     “Liquidity Funding” means (a) a purchase made by any Liquidity Bank pursuant to its Liquidity
Commitment of all or any portion of one of YC SUSI’s Loans, or (b) any Loan made by the Liquidity
Banks in lieu of YC SUSI pursuant to Section 1.1.



     “Liquidity Termination Date” means the earlier to occur of the following:




     (a) the date on which the Liquidity Banks’ commitments pursuant to the Liquidity
Agreement expire, cease to be available to YC SUSI or otherwise cease to be in full force
and effect; or




     (b) the date on which a Downgrading Event with respect to a Liquidity Bank shall have
occurred and been continuing for not less than thirty (30) days, and either (i) the
Downgraded Liquidity Bank shall not have been replaced by a Qualifying Liquidity Bank
pursuant to the applicable Liquidity Agreement, or (ii) the commitment of such Downgraded
Liquidity Bank under a Liquidity Agreement shall not have been funded or collateralized in
such a manner that will avoid a reduction in or withdrawal of the credit rating applied to
the Commercial Paper Notes to which such Liquidity Agreement applies by any of the rating
agencies then rating such Commercial Paper Notes.



A-14 









 





     “Loan” means any loan made by a Lender to the Borrower pursuant to this Agreement. Each Loan
shall either be a CP Rate Loan, an Alternate Base Rate Loan or a Eurodollar Loan, selected in
accordance with the terms of this Agreement.



     “Loan Parties” means, collectively, the Borrower, the Seller and the Performance Guarantor.



     “Lock-Box” has the meaning set forth in the Lock-Box Agreements.



     “Lock-Box Account” means any bank account of the Borrower or the Agent into which Collections
are deposited or transferred and which is subject to a Lock-Box Agreement.



     “Lock-Box Agreement” means a letter agreement, in substantially the form of Exhibit A (or as
otherwise approved by the Agent), among the Originator, the Borrower, the Agent and a Lock-Box
Bank.



     “Lock-Box Bank” means any of the banks holding one or more lock-boxes, blocked accounts or
Lock-Box Accounts receiving Collections from Receivables.



     “Loss Reserve” as of any Cut-Off Date means a percentage equal the product of (a) 2.0 times
the highest three-month rolling average Default Ratio during the most recent twelve (12) Settlement
Periods and (b) the Default Horizon Ratio.



     “Material Adverse Effect” means:




     (i) a Credit Event shall have occurred;




     (ii) a material impairment of the ability of any Loan Party to perform under any
Transaction Document or to avoid or cure, as applicable, any Unmatured Default or Event of
Default;




     (iii) a material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Transaction Document;




     (iv) a material adverse effect upon the validity, enforceability or collectibility of a
material portion of the Receivables; or




     (v) a material adverse effect upon the validity, perfection, priority or enforceability
of the Borrower’s title to — or the Agent’s security interest, on behalf of the Secured
Parties, in — the Collateral.



     “Minimum Reserve Ratio” means, as of any Settlement Date, the sum of (a) 8.0 and (b) the
product of (i) the Adjusted Dilution Ratio and (ii) the Dilution Horizon Ratio, each calculated as
of the Settlement Date immediately following such Settlement Period.



     “Moody’s” means Moody’s Investors Service, Inc.



A-15 









 





     “Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to
which the Performance Guarantor or any ERISA Affiliate is making or accruing an obligation to make
contributions, or has within any of the preceding five (5) plan years made or accrued an obligation
to make contributions or with respect to which the Performance Guarantor or any ERISA Affiliate
otherwise has liability or a reasonable expectation of liability.



     “Multiple Employer Plan” means a Pension Plan maintained by more than one employer as
contemplated by Section 413(c) of the Code and regulations promulgated thereunder or as
contemplated by Sections 4063 and 4064 of ERISA and which the Performance Guarantor or any ERISA
Affiliate sponsors or maintains, or to which it makes, is making, or is obligated to make
contributions, or to which it has made contributions at any time during the immediately preceding
five plan years, or with respect to which it otherwise has liability or a reasonable expectation of
liability.



     “Net Pool Balance” means, at any time, an amount equal to (a) the aggregate Unpaid Balance of
all Eligible Receivables at such time, minus (b) the Excess Concentration Amount at such time.



     “Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all
accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the
Borrower to the Lenders (or any Lender), the Agent or any Indemnified Party arising under the
Transaction Documents.



     “Obligor” means a Person obligated to make payments with respect to a Receivable, including
any guarantor thereof.



     “Obligor Concentration Limit” means, at any time, in relation to the aggregate Unpaid Balance
of Receivables owed by any single Obligor and its Affiliated Obligors (if any) (provided that the
Servicer may deduct from such Receivables the Unpaid Balance of Receivables of an Obligor and its
affiliated Obligors that the Servicer can specifically identify as not being Eligible Receivables),
the applicable concentration limit set forth in the chart below (unless the Agent from time to time
upon the Borrower’s request agrees to a higher percentage of Eligible Receivables for a particular
Obligor and its Affiliates) and determined for Obligors based on their short term unsecured debt
ratings (or, in the absence of such a rating, the equivalent long term unsecured senior debt rating
as specified below) currently assigned to them by S&P or Moody’s; provided, however, that (a) if
such Obligor has a split rating, the applicable rating will be the lower of the two, (b) if such
Obligor is rated by only S&P, the applicable rating will be deemed to be one ratings tier below the
actual rating by S&P, and (c) if such Obligor is rated by only Moody’s, the applicable rating will
be deemed to be one ratings tier below the actual rating by Moody’s, it being understood that if
Moody’s has assigned a P-1 rating to such Obligor and S&P has not rated it, the applicable rating
will be P-2:



	 	 	 	 	 	 	 	 	 
	S&P Long-Term	 	Moody’s Long-Term	 	S&P Short-Term	 	Moody’s Short-Term 	 	Allowable % of
	Rating	 	Rating	 	Rating	 	Rating	 	Eligible Receivables
	AAA to AA-
	 	Aaa to Aa2
	 	A-1+
	 	P-1
	 	10%
	A+ to A
	 	 	 	A-1
	 	 	 	8%
	A- to BBB+
	 	A3 to Baa1
	 	A-2
	 	P-2
	 	6%
	BBB-BBB-
	 	Baa2 to Baa3
	 	A-3
	 	P-3
	 	3%






A-16 









 






	 	 	 	 	 	 	 	 	 
	S&P Long-Term	 	Moody’s Long-Term	 	S&P Short-Term	 	Moody’s Short-Term 	 	Allowable % of
	Rating	 	Rating	 	Rating	 	Rating	 	Eligible Receivables
	Below BBB- or 

Not Rated
	 	Below Baa3 or

Not Rated
	 	Below A-3 or

Not Rated
	 	Below P-3 or

Not Rated
	 	2%






     “Originator” means Packaging Corporation of America, a Delaware corporation.



     “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.



     “Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV
of ERISA which the Performance Guarantor or any ERISA Affiliate sponsors or maintains, or to which
it makes, is making, or is obligated to make contributions, or in the case of a Multiple Employer
Plan has made contributions at any time during the immediately preceding five plan years or with
respect to which it otherwise has liability or a reasonable expectation of liability.



     “Percentage Share” means, as of any time prior to the Termination Date, the lesser of (a) 100%
and (b) a fraction, expressed as a percentage, the numerator of which is the sum of (i) the
aggregate principal amount of outstanding Loans, and (ii) the Required Reserve as of the most
recent Cut-Off Date occurring at least five (5) Business Days prior to the date of determination
and the denominator of which is the difference between (A) the Net Pool Balance as of the most
recent Cut-Off Date occurring at least five (5) Business Days prior to the date of determination
and (B) Deemed Collections that have occurred since the most recent Cut-Off Date occurring at least
five (5) Business Days prior to the date of determination to the extent such Deemed Collections
exceed the Dilution Reserve. Prior to the Termination Date, the Percentage Share shall change
whenever the aggregate principal amount of the outstanding Loans, Required Reserve, Net Pool
Balance or amount of Deemed Collections changes. On and after the Termination Date, the Percentage
Share shall remain fixed at the percentage in effect as of the Termination Date as determined
pursuant to the preceding sentence.



     “Performance Guarantee” means the Performance Guarantee dated as of November 29, 2000 from
Performance Guarantor to Agent (as assignee of Wachovia).



     “Performance Guarantor” means Packaging Corporation of America, a Delaware corporation.



     “Person” means any natural person, corporation, firm, joint venture, partnership, limited
liability company, association, enterprise, trust or other entity or organization, or any
government or political subdivision or any agency, department or instrumentality thereof.



     “Plan” means a Single Employer Plan, a Multiple Employer Plan or a Multiemployer Plan.



     “Pooled Commercial Paper” means Commercial Paper Notes of YC SUSI subject to any particular
pooling arrangement by YC SUSI.



     “Prepayment Notice” has the meaning set forth in Section 1.5(a).



     “Principal Amount” means the actual net cash proceeds received by YC SUSI upon issuance of a
Commercial Paper Note.



A-17 









 





     “Prior Uses” has the meaning set forth in Section 3.2.



     “Program Fee” has the meaning set forth in the Fee Letter.



     “Program Information” has the meaning set forth in Section 14.8.



     “Purchase and Sale Agreement” means the Purchase and Sale Agreement dated as of November 29,
2000 between the Seller and the Borrower, as it may be amended, supplemented or otherwise modified
in accordance with Section 7.3(f).



     “Qualifying Liquidity Bank” means a Liquidity Bank with ratings of its short-term securities
equal to or higher than (i) A-1 by S&P and (ii) P-1 by Moody’s.



     “Ratable Share” means (i) with respect to any Lender, the ratio which its Loans bear to the
sum of the Loans of all Lenders and (ii) with respect to any Liquidity Bank, the ratio which its
Commitment bears to the sum of the Commitments of all Liquidity Banks.



     “Rating Event” means, with respect to the Performance Guarantor, the lowering of the
Performance Guarantor’s issuer rating or bank debt rating to BB+ or Ba1 or lower by either S&P or
Moody’s, as applicable.



     “Receivable” means any right to payment arising from the sale of products by the Originator,
including, without limitation, the right to payment of any interest or finance charges and other
amounts with respect thereto, which is sold to the Seller under the Sale Agreement and to the
Borrower under the Purchase and Sale Agreement. Rights to payment arising from any one
transaction, including, without limitation, rights to payment represented by an individual invoice,
shall constitute a Receivable separate from a Receivable consisting of the rights to payment
arising from any other transaction or evidenced by any other invoice; provided, however, any right
to payment referred to in this sentence shall be a Receivable regardless of whether the account
debtor or the Borrower treats such right to payment as a separate payment obligation.
Notwithstanding anything in this definition to the contrary, none of the following shall constitute
a Receivable: (i) a receivable or right to payment from The Stanley Works Co. or Stanley de
Chihuahua S. de R.L. de C.V.; or (ii) a receivable or right to payment from Alcoa Inc.



     “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor thereto or other regulation or official
interpretation of said Board of Governors relating to reserve requirements applicable to member
banks of the Federal Reserve System.



     “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor or other regulation or official interpretation of
said Board of Governors relating to the extension of credit by banks for the purpose of purchasing
or carrying margin stocks applicable to member banks of the Federal Reserve System.



     “Regulatory Change” shall mean any change after the date of this Agreement in United States
(federal, state or municipal) or foreign laws or regulations (including Regulation D) or the
adoption or making after such date of any interpretations, directives or requests applying to a



A-18 









 







class of banks (including the Liquidity Banks) of or under any United States (federal, state
or municipal) or foreign, laws, or regulations (whether or not having the force of law) by any
court or governmental or monetary authority charged with the interpretation or administration
thereof.



     “Related Assets” means (a) all rights to, but not any obligations under, all related Contracts
and all Related Security related to any Receivables, (b) all rights and interests of the Borrower
under the Purchase and Sale Agreement in relation to any Receivables, (c) all books and records
evidencing or otherwise relating to any Receivables, (d) the Collection Account (if any) and all
Lock-Box Accounts and all cash and instruments therein, to the extent constituting or representing
the items in the following clause and (e) all Collections in respect of, and other proceeds of, any
Receivables or any other Related Assets.



     “Related Security” means, with respect to any Receivable, all of the Borrower’s right, title
and interest in and to: (a) all Contracts that relate to such Receivable; (b) all security deposits
and other security interests or liens and property subject thereto from time to time purporting to
secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or
otherwise; (c) all UCC financing statements covering any collateral securing payment of such
Receivable; (d) all guarantees and other agreements or arrangements of whatever character from time
to time supporting or securing payment of such Receivable whether pursuant to the Contract related
to such Receivable or otherwise; and (e) all insurance policies, and all claims thereunder, related
to such Receivable, in each case to the extent directly related to rights to payment, collection
and enforcement, and other rights with respect to such Receivable.



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the
regulations thereunder, other than any such event for which the 30-day notice requirement under
ERISA has been waived in regulations issued by the PBGC.



     “Reporting Date” has the meaning set forth in Section 3.1(a).



     “Required Downgrade Assignment Period” has the meaning set forth in Section 15.2.



     “Required Reserve” means, on any day during a Settlement Period, an amount equal to the sum of
(a) the product of (i) the Net Pool Balance as of such day and (ii) the greater of (A) the sum of
the Loss Reserve as of the immediately preceding Cut-Off Date and the Dilution Reserve as of the
immediately preceding Settlement Date, and (B) the Minimum Reserve Ratio as of the most recently
completed Settlement Period, (b) the Interest Reserve as of such day, and (c) the Servicing Reserve
as of such day.



     “Requirement of Law” means, as to any Person, any law (statutory or common), treaty, rule or
regulation or final, nonappealable determination of an arbitrator or of a Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or to which such
Person or any of its property is subject.



     “Response Date” has the meaning set forth in Section 1.8.



     “Responsible Officer” of any Person means any of its Chairman, Chief Executive Officer, Chief
Operating Officer, President, Chief Financial Officer or Treasurer.



A-19 









 





     “Review” has the meaning set forth in Section 7.1(c).



     “Revolving Period” means the period from and after the date of the initial Advance under this
Agreement to but excluding the Termination Date.



     “S&P” means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies,
Inc.



     “Sale Agreement” means the Receivables Sale Agreement dated as of November 29, 2000 between
the Originator, as seller, and the Seller, as purchaser, as it may be amended, supplemented or
otherwise modified in accordance with Section 7.3(f).



     “Schedule” refers to a specific schedule to this Agreement, unless another document is
specifically referenced.



     “Scheduled Termination Date” means September 18, 2009, unless extended by unanimous agreement
of the Agent and the Lenders.



     “SEC” means the Securities and Exchange Commission.



     “Section” means a numbered section of this Agreement, unless another document is specifically
referenced.



     “Secured Parties” means the Agent, the Indemnified Parties and the Affected Parties.



     “Seller” means Packaging Credit Company, LLC, a Delaware limited liability company.



     “Seller Note” means the Seller Note as defined in the Purchase and Sale Agreement.



     “Servicer” has the meaning set forth in the preamble of this Agreement.



     “Servicer Transfer Event” means the occurrence of any Unmatured Default or Event of Default.



     “Servicer’s Fee” accrued for any day in a Settlement Period means an amount payable to the
Servicer, in arrears, from Collections, equal to the product of (a) 1.0% per annum (or, at any time
while neither the Seller nor one of its Affiliates is the Servicer, such percentage as may be
agreed between the Agent and the Servicer, with such percentage not to exceed 2.5% per annum), and
(b) the product of (i) the aggregate Unpaid Balance of the Receivables at the close of business on
the first day of such Settlement Period, and (ii) 1/360.



     “Servicing Reserve” shall mean, as of any date of determination, an amount equal to the
product of (a) 1.0%, (b) a fraction, the numerator of which is the Days Sales Outstanding as of
such date of determination and the denominator of which is 360, and (c) the aggregate outstanding
balance of all Receivables as of such date of determination.



A-20 









 





     “Settlement Date” means (a) the second Business Day after each Reporting Date, or such later
Business Day as the Agent may specify in a written notice to the Borrower, and (b) the Termination
Date.



     “Settlement Period” means: (a) the period from and including the date of the initial Advance
to and including the next Cut-Off Date; and (b) thereafter, each period from but excluding a
Cut-Off Date to and including the earlier to occur of the next Cut-Off Date or the Final Payout
Date.



     “Significant Subsidiary” of any Person means a Subsidiary of such Person for which the
occurrence of an Event of Bankruptcy with respect to such Subsidiary would be reasonably expected
to have a Material Adverse Effect.



     “Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of
ERISA, (a) that is maintained for employees of the Performance Guarantor or any ERISA Affiliate and
at least one Person other than the Performance Guarantor and the ERISA Affiliates, (b) that was so
maintained and in respect of which the Performance Guarantor or any ERISA Affiliate could have
liability under Section 4064 or 4069 or ERISA in the event such plan has been or were to be
terminated, or (c) with respect to which the Performance Guarantor or any ERISA Affiliate otherwise
has liability or a reasonable expectation of liability.



     “Subsidiary” of any Person means (a) a corporation more than 50% of whose stock of any class
or classes having by the terms thereof ordinary voting power to elect a majority of the directors
of such corporation (irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the happening of any
contingency) is at the time owned or controlled by such Person, directly or indirectly through
Subsidiaries, and (b) any partnership, association, joint venture or other entity in which such
Person, directly or indirectly through Subsidiaries, has more than a 50% equity interest at the
time.



     “Successor Notice” has the meaning set forth in Section 8.1(b).



     “Termination Date” means the earliest to occur of:




     (a) the Scheduled Termination Date;




     (b) the Liquidity Termination Date, unless the Agent elects for such event to not
result in the Termination Date;




     (c) the date designated by the Borrower as the “Termination Date” on not less than
thirty (30) Business Days’ written notice to the Agent, provided that on such date the
Obligations have been paid in full;




     (d) the date specified in Section 10.2(a) or (b); or




     (e) the date on which the Seller ceases selling Receivables to the Borrower under the
Purchase and Sale Agreement.



A-21 









 





     “Transaction Documents” means this Agreement, the Lock-Box Agreements, the Sale Agreement, the
Purchase and Sale Agreement, the Fee Letter, the Seller Note, the Initial PCA Note and the other
documents to be executed and delivered in connection herewith.



     “UCC” means the Uniform Commercial Code as from time to time in effect in the applicable
jurisdiction or jurisdictions.



     “Unmatured Default” means an event which but for the lapse of time or the giving of notice, or
both, would constitute an Event of Default.



     “Unpaid Balance” of any Receivable means at any time the unpaid amount thereof, but excluding
all late payment charges, delinquency charges and extension or collection fees.



     “Volume Rebate Amount” means, at any date, the accrued amount carried in the Originator’s
records for rebates and allowances that have been earned and are payable by it to Obligors pursuant
to the Originator’s “volume rebate program” (or other similar rebate and allowance programs of the
Obligor from time to time in effect), in which entitlement to such rebate or allowance is earned by
an Obligor upon the purchase of a specified aggregate volume (as mutually agreed by such Obligor
and the Originator) of merchandise or services from the Originator within a specified period of
time (as mutually agreed by such Obligor and the Originator).



     “Wachovia” has the meaning set forth in the preamble of this Agreement.



     “YC SUSI” has the meaning provided in the preamble of this Agreement.


The foregoing definitions shall be equally applicable to both the singular and plural forms of the
defined terms.




     B. Other Terms. All accounting terms not specifically defined herein shall be construed in
accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not
specifically defined herein, are used herein as defined in such Article 9.



     C. Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation
of a period of time from a specified date to a later specified date, the word “from” means “from
and including” and the words “to” and “until” each mean “to but excluding”.




A-22 









 








EXHIBIT A




FORM OF LOCK-BOX AGREEMENT



















 





EXHIBIT A-1

(FORM OF LOCK-BOX AGREEMENT)




[LETTERHEAD OF ACCOUNT OWNER]




                                        , 200  


[Lock-Box Bank]



Ladies and Gentlemen:




     Reference is made to our lockbox account no.                                          maintained with you (the
“Account”) pursuant to a lockbox agreement between the undersigned and you, the terms and
conditions of which are incorporated herein by reference (the “Lockbox Agreement”). Pursuant to a
Receivables Sale Agreement, dated as of November 29, 2000, as amended, supplemented or otherwise
modified from time to time (the “Sale Agreement”), between Packaging Corporation of America (“PCA”
or “We”) and Packaging credit Company, LLC (“PCC”), as purchaser thereunder, PCC has purchased
and/or may hereafter purchase certain of the accounts chattel paper, instruments or general
intangibles (collectively “Receivables”) with respect to which payments are or may hereafter be
made to the Account. Further, pursuant to a Purchase and Sale Agreement, dated as of November 29,
2000, as amended, supplemented or otherwise modified from time to time, between PCC, as seller, and
Packaging Receivables Company, LLC (“Purchaser”), as purchaser, PCC has sold and/or may hereafter
sell to Purchaser Receivables PCC purchased pursuant to the Sale Agreement with respect to which
payments are or may hereafter be made to the account. Pursuant to a Credit and Security agreement,
dated as of November 29, 2000 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among purchaser, as borrower, PCC, as initial servicer (Purchaser and the
undersigned being referred to herinafter collectively as the “Seller Parties”), Blue Ridge Asset
Funding Corporation (“Blue Ridge”), as lender and Wachovia Bank, N.A., individually as a lender
(collectively with Blue Ridge and any other entity that becomes a lender under the Credit
Agreement, the “Lenders”) and as Agent (“the Agent”) for Blue Ridge and itself, Purchaser has
assigned and/or may hereafter assign to Agent, for the benefit of lenders, interest in the
Receivables as collateral for loans made by the Lenders thereunder.



     For purposes of this letter agreement, Wachovia Bank, N.A. is acting as Agent for Lenders. We
hereby transfer exclusive ownership and control of the Account to the Agent, for the benefit of
Lenders, subject only to the condition subsequent that the Agent shall have given you notice of its
election to assume such ownership and control, which notice shall be substantially in the form
attached hereto as Annex A.



     We hereby authorize and direct you to change the ownership of the Account to the Purchaser.
We hereby irrevocably instruct you, at all times from and after the date of your receipt of notice
from the Agent of its assumption of control of the Account as described above, (i) to make all
payments to be made by you out of or in connection with the Account directly to the Agent in
accordance with the instructions of the Agent, (ii) to hold all moneys and instruments delivered to
the Account or any lockbox administered by you for the order of the Agentt (for the benefit of
Lenders), (iii) to refrain from initiating any transfer from the Account to any Seller Party and
(iv) to change the name of the Account to “Wachovia Bank, N.A., as Agent”. The Agent agrees to
execute you standard wire transfer documentation in effect from time to time, or other customary
documentation related to wire transfers, prior to the initiation of any wire transfers.



     We also hereby notify you that, at all times from and after the date of your receipt of notice
from the Agent as described above, the Agent shall be irrevocably entitled to exercise in our place
and stead any and all rights in respect of or in connection with the Account, including, without
limitation, (a) the right to specify when payments are to be made out of or in connection with the
Account and (b) the right to require preparation of duplicate monthly bank statements on the
Account for the Agent’s audit purposes and mailing of such statements directly to the Agent at an
address specified by the Agent.



 









 





     Notices from the Agent and other notices or communications under this letter agreement may be
personally served or sent by facsimile or by certified mail, return receipt requested, or by
express mail or courier, to the address or facsimile number set forth under the signature of the
relevant party to this letter agreement (or to such other address or facsimile number as the
relevant party shall have designated by written notice to the party giving the aforesaid notice or
other communication). Notwithstanding the foregoing, any notice delivered by you may be delivered
by regular mail. If notice is given by facsimile, it will be deemed to have been received when the
notice is sent and receipt is confirmed by telephone or other electronic means. All other notices
will be deemed to have been received when actually received or, in the case of personal delivery,
delivered.



     By executing this letter agreement, you acknowledge the existence of the Agent’s right to
ownership and control of the Account and its ownership (on behalf of Lenders and Purchaser as the
parties having interests in such amounts) of the amounts from time to time on deposit therein, and
agree that from the date hereof the Account shall be maintained by you for the benefit of, and
amounts from time to time therein held by you for, the Agent (on behalf of Lenders and Purchaser)
on the terms provided herein. Except as otherwise provided in this letter agreement, payments to
the Account are to be processed in accordance with the standard procedures currently in effect.
All service charges and fees with respect to the Account shall continue to be payable by us under
the arrangements currently in effect.



     By executing this letter agreement, you irrevocably waive and agree not to assert, claim or
endeavor to exercise, irrevocably bar and estop yourself from asserting, claiming or exercising,
and acknowledge that you have not heretofore received a notice, writ, order or any form of legal
process from any other party asserting, claiming or exercising, any rights of set-off, banker’s
lien or other purported form of claim with respect to the Account or any funds from time to time
therein. Except for your right to payment of your service charges and fees and your right to make
deductions for returned items, you shall have no rights in the Account or funds therein. To the
extent you may ever have such rights, you hereby expressly subordinate all such rights to all
rights of the Agent.



     You may terminate this letter agreement by canceling the Account maintained with you, which
cancellation and termination shall become effective only upon 90 days’ prior written notice thereof
from you to the Agent. Incoming mail addressed the the Account received after such cancellation
shall be forwarded in accordance with the Agent’s instructions. This letter agreement may also be
terminated upon written notice to you by the Agent stating that the Credit Agreement is no longer
in effect. Except as otherwise provided in this paragraph, this letter agreement may not be
terminated or amended without prior written consent of the Agent.



     Notwithstanding any other provision of this letter agreement, it is agreed by the parties
hereto that you shall not be liable to Lenders or the Agent for any action taken by you or any of
your directors, officer, agents or employees in accordance with this letter agreement at the
request of the Agent, except for your or such person’s own gross negligence or willful misconduct.



     This letter agreement may be executed by the signatories hereto in several counterparts, each
of which shall be deemed to be an original and all of which shall together constitute but one and
the same letter agreement. This letter agreement shall be governed by the interpreted under the
laws of the State of {                    }.



 









 






     Please acknowledge your agreement to the terms set forth in this letter agreement by signing
the six copies of this letter agreement enclosed herewith in the space provided below and returning
each of such signed copies to the Agent.



	 	 	 	 	 
	 	Very truly yours,




PACKAGING Corporation of America
 	 
	 	By: 	 	 
	 	 	Title 
	 



	 	 	 	 	 
	 	Address for notice:
 	 
	 	 	 
	 	 	 
	 	 	 
	 	Attention:
	 
	 	Facsimile
No.:
	 




	 	 	 	 
	Accepted and confirmed as of

the date first written above:
	 
	WACHOVIA BANK N.A.,

As Agent
	 
	By:
	 
	 	 	Title: 
	 



	 	 	 	 
	Address for notice:
 	 
	 	 
	 	 
	 	 
	 	 
	Attention:
	 
	Facsimile No.:
	 



 









 






Acknowledged and agreed to as of

the date first written above:




	 	 	 	 
	PACKAGING RECEIVABLES COMPANY, LLC

 	 
	By: 
	 
	 	 	Title: 
	 




	 	 	 	 
	Address for notice:
 	 
	 	 
	 	 
	 	 
	Attention:
	 
	Facsimile No.:
	 



	 	 	 	 
	PACKAGING CREDIT COMPANY, LLC

 	 
	By: 
	 
	 	 	Title: 
	 




	 	 	 	 
	Address for notice:
 	 
	 
	 	 
	 	 
	 	 
	Attention:
	 
	Facsimile No.:
	 



	 	 	 	 
	[LOCKBOX BANK]

 	 
	By: 
	 
	 	 	Title: 
	 



	 	 	 	 
	Address for Notice:
 	 
	 
	 	 
	 	 
	 	 
	Attention:
	 
	Facsimile No.:
	 



 









 






	 	 	 	 	 



ANNEX A TO

LOCKBOX AGREEMENT




[Form of Notice of Assumption of Control of Account}



{Letterhead of Wachovia Bank, N.A.}



                                        ,                     



























			
	Re:	 	Seller

Lockbox Account No.




Ladies and Gentlemen:





     Reference is made to the letter agreement dated                     ,            (as amended, supplemented
or otherwise modified from time to time, the “Letter Agreement”) among Seller, Packaging
Receivables Company, LLC, Packaging Corporation of America, Packaging Credit Company, LLC, Blue
Ridge Asset Funding Corporation (“Blue Ridge”), Wachovia Bank, N.A., and you, concerning the above
described lockbox account (the “Account”).



     We hereby give you notice of our assumption of ownership and control of the Account as
provided in the Letter Agreement.



     We hereby instruct you to make all payments to be made by you out of or in connections with
the Account (directly to the undersigned, at {our address set forth above}, for the account of the
Lenders (account no.                              ).



     [other instructions]



	 	 	 	 	 
	 	Very truly yours,




WACHOVIA BANK, N.A., as Agent

 	 
	 	By:  	 	 
	 	 	Name:
	 
	 	 	Title:
	 	 
	 




 











 





EXHIBIT 2.1




FORM OF BORROWING REQUEST




Packaging Receivables Company, LLC

BORROWING REQUEST

For Borrowing On                     




Bank of America, N.A., as Agent

NC1-027-19-01

214 North Tryon Street

Charlotte, North Carolina 28255

Attention: Don Hattendorf

Telephone: (704) 388-3113

Facsimile: (704) 388-9211




Ladies and Gentlemen:




          Reference is made to the Credit and Security Agreement dated as of September 19, 2008 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among
Packaging Receivables Company, LLC (the “Borrower”), Packaging Credit Company, LLC, as initial
Servicer, YC SUSI Asset Funding Corporation, and Bank of America, National Association,
individually and as Agent. Capitalized terms defined in the Credit Agreement are used herein with
the same meanings.





	I.	 	The [Servicer, on behalf of the] Borrower hereby certifies, represents and warrants to the
Agent and the Lenders that on and as of the Borrowing Date (as hereinafter defined):






     (a) all applicable conditions precedent set forth in Article V of the Credit Agreement
have been satisfied;




     (b) each of its representations and warranties contained in Section 6.1 of the Credit
Agreement will be true and correct, in all material respects, as if made on and as of the
Borrowing Date;




     (c) no event will have occurred and is continuing, or would result from the requested
Purchase, that constitutes an Event of Default or Unmatured Default;




     (d) the Termination Date has not occurred; and




     (e) after giving effect to the Loans comprising the Advance requested below, YC SUSI’s
and the Liquidity Banks’ Loans at any one time outstanding will not exceed the Allocation
Limit.



 









 






	III.	 	The [Servicer, on behalf of the] Borrower hereby requests that YC SUSI (or the Liquidity Banks) make an Advance on
                    ,                      (the “Borrowing Date”) as follows:




Aggregate Amount of Advance: $                    





	IV.	 	Please disburse the proceeds of the Loans as follows:






          [Apply $                     to payment of principal and interest of existing Loans due on the
Borrowing Date]. [Apply $                     to payment of fees due on the Borrowing Date]. [Wire
transfer $                     to account no.                      at                      Bank, in [city, state], ABA No.
                    , Reference:                     ].



          IN WITNESS WHEREOF, the [Servicer, on behalf of the] Borrower has caused this Borrowing
Request to be executed and delivered as of this                      day of                                         , ___.




	 	 	 	 	 	 	 
	 	 	[                                        , as Servicer, on behalf of:]

Packaging Receivables Company, LLC, as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 





EXHIBIT 3.1(a)




FORM OF INFORMATION PACKAGE




 









 








Packaging Receivable Corp.

For the Month Ended

8/30/2008

(Page 1)

($109,000,000)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Facility Commitment
	 	$	150,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I . Portfolio Information	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1. Beginning of Month Balance: (Total A/R Outstanding)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2. Gross Sales (Domestic & Foreign):
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3. Deduct:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	a. Total Collections:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	b. Dilution	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	c. Write Offs	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Add:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	d. Recoveries	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	a. Calculated Ending A/R Balance [(1) + (2) — (3 a,b,c)+(3d)]:
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	b. Reported Ending A/R Balance
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	c. Difference (If any)
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5. Deduct:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	a. Defaulted Receivables	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	b. Foreign Receivables:	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	b. Other Receivables not Considered Eligible	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	c. Total Ineligibles	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6. Eligible Receivables [(4 b) — (5.c.)]:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7. Deduct: Excess Concentration:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8. Net Pool Balance [(6) -(7)]:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.
	 	Aging	 	Current	 	 	 	 	 	One Month	 	Two Months	 	Three Months
	 
	 	Schedule:	 	Month	 	 	%	 	 	Prior	 	Prior	 	Prior
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	a.
	 	Current	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	b. 1-30 Days Past Due
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	c. 31-60 Days Past Due
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	d. 61-90 Days Past Due
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	e. 91-120 Days Past Due
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	f. 121-150 Days Past Due
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	g. 151-180 Days Past Due
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	h. 180 + Days Past Due
 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I Total:
 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






Packaging Receivable Corp.

For the Month Ended

8/30/2008

(Page 2)

($109,000,000)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	II. Calculations Reflecting Current Activity
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10. Face Value CP Outstanding
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11. Required Reserve %
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12. Required Reserve [(8) x (11)]:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13. Volume Rebate Accrual Reserve
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III. Compliance Funding Availability:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13. Asset Interest [(10) + (12) / (8)] < 100% :
	 	 	 	 	 	 	 	 	In Compliance	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14. 3M Avg. Delinquency Ratio
	 	 	<	 	 	2	%	 	In Compliance	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15. 3M Avg. Default Ratio
	 	 	<	 	 	1.25	%	 	In Compliance	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16. 3M Avg. Dilution Ratio
	 	 	<	 	 	1.25	%	 	In Compliance	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17. Facility Limit [(12)<= $xxxx
	 	 	 	 	 	 	 	 	In Compliance	 	 	 	 






 









 






Packaging Receivable Corp.

For the Month Ended

8/30/2008

(Page 3)

($109,000,000)




	 	 	 	 	 	 	 	 	 	 	 	 	 

	IV. Excess Concentration: (Calculation)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Eligible Receivables
	 	$	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Allowable Percentage
	 	Max. Allowable B
	 	Credit Rating	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.0	%	 	 	 	 	 	NR/NR	 	 
	 

	 	 	3.0	%	 	 	 	 	 	A3/P3	 	 
	 

	 	 	6.0	%	 	 	 	 	 	A2/P2	 	 
	 

	 	 	8.0	%	 	 	 	 	 	A1/P1	 	 
	 

	 	 	10.0	%	 	 	 	 	 	A1+/P1	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Largest	 	Short-Term	 	Allowable	 	Total	 	Allowable	 	Excess
	 	 	Obligors	 	Debt Rating	 	Percentage	 	Receivables	 	Receivables	 	Receivables
	1
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	2
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	3
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	4
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	5
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	6
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	7
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	8
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	9
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	10
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	11
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	12
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	13
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	14
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	15
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	16
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	17
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	18
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	19
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	20
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	21
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	22
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	23
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	24
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	25
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 
	 	 
	 

	 	Total	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 
	 	 





The undersigned hereby represents and warrants that the foregoing is a true and accurate
accounting with respect to outstanding receivables as of July 31, 2008 in accordance with the
Receivables Purchase Agreement dated November 29, 2000 and that all representations and warranties
related to such Agreement are restated and reaffirmed.




	 	 	 	 	 

	Signed:

	 	 	 	Date: August 13, 2008
	 

	 	 	 	 
	 
	 	 	 	 
	Title:  Assistant Secretary

	 	 







 











 





EXHIBIT 5.1(j)




SUBSTANCE OF CORPORATE/UCC OPINIONS





	•	 	All opinions should be addressed to the Agent and the Lenders and should permit reliance
thereon by (A) the Liquidity Banks and (B) S&P and Moody’s.
	 
	•	 	The opinion giver must be licensed to practice in the state whose law governs the Purchase
and Sale Agreement and the Credit and Security Agreement (i.e., New York)
	 
	•	 	Corporate/UCC opinions should address the following matters as to the Borrower, the
Originator, and the Servicer (collectively, the “Companies”):





          1. Each of the Companies has been duly organized and is validly existing under the laws of
Delaware, with power and authority to conduct its business as now conducted (or, in the case of the
Borrower, proposed to be conducted), to own, or hold under lease, its assets and to enter into the
Transaction Documents to which it is a party and perform its obligations thereunder. Based solely
on certificates from public officials, we confirm that each of the Companies is qualified to do
business in the following States: Delaware, Illinois.




          2. The execution, delivery and performance of the Transaction Documents to which any of the
Companies is a party and the execution and delivery of the Financing Statements naming any of the
Companies as debtor or seller have been duly authorized by all necessary action of such Company,
and such Transaction Documents and Financing Statements have been duly executed and delivered by
such Company.




          3. Each of the Transaction Documents constitutes a legally valid and binding obligation of
each of the Companies signatory thereto, enforceable against such Company in accordance with its
terms.




          4. The execution and delivery of the Transaction Documents and the Financing Statements by
each of the Companies signatory thereto, and the performance of their respective obligations do
not: (a) violate any federal or the State of Delaware or State of Illinois statute, rule or
regulation applicable to the Companies (including, without limitation, Regulations T, U or X of the
Board of Governors of the Federal Reserve System), (b) violate the provisions of the Companies’
respective Governing Documents, (c) result in the breach of or a default under, the creation of a
lien under or the acceleration of indebtedness pursuant to any indenture, credit agreement, lease,
note or other agreement, instrument or contract or any judgment, writ or other court order, in any
of the foregoing cases, which has been identified to you as being material to any of the Companies,
or (d) require any consents, approvals, authorizations, registrations, declarations or filings by
any of the Companies under any federal or the State of Delaware or State of Illinois statute, rule
or regulation applicable to any of the Companies of the State of Delaware or State of Illinois
except the filing of the Financing Statements in the Office of the                      (the “Filing
Office(s)”).




          5. The provisions of the Purchase and Sale Agreement are effective to create a valid security
interest (as defined in Section 1-201(37) of the New York UCC) in favor of the



 









 






Borrower and its assigns in that portion of the Receivables and Related Rights which
constitute accounts or general intangibles. The provisions of the Credit and Security Agreement
are effective to create a valid security interest (as defined above) in favor of the Agent for the
benefit of the Secured Parties in that portion of the Collateral which constitutes accounts or
general intangibles as security for the payment of the Obligations.




          6. Each of the Financing Statements is in appropriate form for filing in the Filing Office
specified on the face thereof. Upon the proper filing of each of the Financing Statements in such
Filing Office, the security interest in favor of the Agent for the benefit of the Secured Parties
in the Collateral described therein will be perfected.




          7. Based solely on our review of the Search Reports, and assuming (a) the proper filing of the
Financing Statements in the appropriate Filing Offices, and (b) the absence of any intervening
filings between the date and time of the Search Reports and the date and time of the filing of the
Financing Statements in the Filing Offices, the security interests of the Agent for the benefit of
Secured Parties in the Collateral described in #6 above will be prior to any other security
interest granted by any of the Companies in such collateral, the priority of which is determined
solely by the filing of a financing statement in the applicable Filing Office.




          8. None of the Companies is an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.





 









 








EXHIBIT 7.2




FORM OF CERTIFICATE OF FINANCIAL OFFICER




[NAME OF LOAN PARTY]

CERTIFICATE OF FINANCIAL OFFICER




          This Certificate is made pursuant to the provisions of the Credit and Security Agreement dated
as of September 19, 2008 (as amended or otherwise modified from time to time in accordance with the
terms thereof, the “Agreement”) among Packaging Receivables Company, LLC, as Borrower, Packaging
Credit Company, LLC, as initial Servicer, YC SUSI Asset Funding Corporation, and Bank of America,
N.A., individually and as Agent. The capitalized terms used, but not defined, herein have the
meanings assigned to them in the Agreement.




          The undersigned [Financial Officer] of the [Borrower/initial Servicer] hereby certifies that
the financial statements being delivered concurrently herewith fairly present the financial
condition and results of operations of the [Borrower/initial Servicer] in accordance with generally
accepted accounting principles[, subject to normal year-end audit adjustments], and that no Default
or Event of Default exists as of the date hereof and is continuing.




	 	 	 	 	 
	[NAME OF LOAN PARTY]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 	 	 





 









 






SCHEDULE 6.1(m)




BORROWER’S FEDERAL TAXPAYER ID NUMBER, CHIEF EXECUTIVE OFFICE,

PRINCIPAL PLACE OF BUSINESS AND OTHER RECORDS LOCATION(S)




	 	 	 	 	 
	Federal Taxpayer I.D. No.: Borrower:

	 	 	 	36-439 1046
	Servicer:  

	 	 	 	36-4390839






	 	 	 	 	 
	Chief Executive Office (Servicer and Borrower):

	 	 	 	1900 West Field Court
	 

	 	 	 	Lake Forest, Illinois 60045






	 	 	 	 	 
	Principal Place of Business: (Servicer and Borrower):

	 	 	 	1900 West Field Court
	 

	 	 	 	Lake Forest, Illinois 60045






Other Records Locations:



1001 113th Street

Arlington, TX 76011



2704 SE Otis Corley

Bentonville , AR 72712



21 Leigh Fisher Blvd.

El Paso, TX 79906



2510 West Miller Road

Garland, TX 75041



4240 Bandini Blvd.

Vernon, CA 90023



9200 Old McGregor Road

Waco, TX 76712



2325 Statham Blvd. Unit C

Oxnard, CA 93033



441 S. 53rd Avenue

Phoenix, AZ 85043



1800 E. Plano Parkway

Plano, TX 75074



4654 W. 1525 South

Salt Lake City, UT 84104



460 W. 500 South

Salt Lake City, UT 84101




 









 







9700 Frontage Road

Southgate, CA 90280



2246 Udell Street

Filer City, MI 49634



1824 Baltimore Street

Middletown, OH 45055



555 Metro Place North

Suite 500

Dublin, OH 43017



6247 Pine Street

Burlington, WI 53105



5600 West Good Hope Rd.

Milwaukee, WI 53223



901 Grimes Blvd.

Lexington, NC 27292



114 Dixie Blvd.

Morganton, NC 28655



1302 N. Salisbury Ave.

Salisbury, NC 28144



3200 Lakewood Ave. S.W.

East Point, GA 30344



2313 N. William St.

Goldsboro, NC 27530



212 Roelee St.

Trinity, NC 27370



12105 Belton Honea Path Hwy.

Honea Path, SC 29654



813 Highway 178 North

Donalds, SC 29654



112 Edwards Drive

Jackson, TN 38301



9575 Commission Drive

Mascot, TN 37806




 









 







3240 Brittain Drive

Newberry, SC 29108



3200 Hipack Drive

Opelika, AL 36801



321 Industrial Park Rd.

Rutherfordton, NC 28139



6715 Highway 57

Counce, TN 38326



N9090 County Road E

Tomahawk, WI 54487



5495 Lake Park

Clyattville Road

Clyattville, GA 31601



1201 Cornerstone Drive

Windsor, CO 80550



5133 W. 65th Street

Chicago, IL 60638



705 South Division Street

Colby, WI 54421



502 W. Center Street

Conrad, IA 50621



5501 Brighton Blvd.

Commerce City, CO 80022



7953 N.E. Beech Street

Fridley, MN 55432



4300 Highway 55

Golden Valley, MN 55422



1402 South 17th Ave.

Marshalltown, IA 50158



1821 NE Marshall St.

Minneapolis, MN 55418



400 S. 45th Street East

Muskogee, OK 74403




 









 







10854 Leroy Drive

Northglenn, CO 80233



1002 Missouri Ave.

Omaha, NE 68107



4510 Steelway Blvd. South

Liverpool , NY 13090



117 Hereford Drive

Fishersville , VA 22939



659 Eastport Road

Jacksonville, FL 32218



930 Pleasant Valley Road

Harrisonburg, VA 22801



2000 Jefferson Davis Hwy.

Richmond, VA 23224



7500 Shadwell Drive Suite B

Roanoke, VA 24013



2155 42nd Street NW

Winter Haven, FL 33881



109 Arrowhead Drive

Manheim, PA 17545



3785 Bryn Mawr Street

Orlando, FL 32808



332 Neff Avenue

Harrisonburg , VA 22801



1805 Colonial Drive

Thomasville, GA 31792



217 Peach Street

Vineland, NJ 08360



61 Turnpike Industrial Road

Westfield , MA 01085



208 Lenoir Drive

Winchester, VA 22603




 









 







708 Killian Road

Akron, OH 44319



929 Faultless Drive

Ashland, OH 44805



520 South First Street

Gas City, IN 46933



1638 Eagle Way

Ashland, OH 44805



205 South 21st Street

Newark, OH 43055



One 28th Street

Pittsburgh, PA 15222



408 East St. Clair



Vincennes, IN 47591



533 Mt. Tom Road

Northampton, MA 01060



925 North Godfrey Street

Allentown, PA 18103



8301 Sherwick Court

Jessup, MD 20794



33 Glenn Avenue

Chelmsford, MA 01824



1106 Industrial Park Drive

Edmore, MI 48829



3251 Chicago Drive S.W.

Grandville, MI 49418



435 Gitts Run Road

Hanover, PA 17331



1530 Fruitville Pike

Lancaster, PA 17601



525 Mt. Tom Road

Northampton, MA 01060




 









 







936 Sheldon Road

Plymouth, MI 48170



4471 Steelway Blvd. South

Liverpool, NY 13090



839 Hughes Drive

Traverse City, MI 49686



7451 Cetronia Road

Allentown, PA 18106



20400 Old Rome State Rd.

Watertown, NY 13601



2540 Route 130 Suite 113

Cranbury, NJ 08512



4801 Spring Valley Suite 103

Dallas, TX 75244



2111 Hester Ave.

Donna, TX 78537



3840 Port Union Road

Fairfield, OH 45014



4620 West Basswood Dr.

Franklin, WI 53132



15600 A NW 15th Ave.

Miami Gardens, FL 33169



900 E. Diehl Road Suite 131

Naperville, IL 60563



791 St Thomas Ct

Cincinnati, OH 69107



1097 Lake Oconee Parkway Suite 103

Eatonton, GA 31024



14515 North Outer Forty Suite 130

Chesterfield, MO 63017



8489 Summit Cove

Olive Branch, MS 38654




 









 







100 Willie Drive

Jackson, MS 39208



42 North West Avenue

Vineland, NJ 08360



Highway 12 West

Ackerman, MS 39735



2315 9th Street

Tuscaloosa, AL 35401



189 Front Street

Burnsville, MS 38833





 









 








SCHEDULE 6.1(n)




LOCK-BOXES AND ASSOCIATED ACCOUNTS




Harris, N.A.

111 West Monroe Street

Chicago, Illinois 60603

Account No.: 371-300-5




Lockboxes:



Chicago Lockbox

Lockbox Number 36596

Packaging Credit Company

36596 Treasury Center

Chicago, IL 60694-6500



Atlanta Lockbox

Lockbox Number 532058

Packaging Credit Company

P.O. Box 532058

Atlanta, GA 30353-2058



Los Angeles Lockbox

Lockbox Number 51584

Packaging Credit Company

P.O. Box 51584

Los Angeles, CA 90051-5884





 









 








SCHEDULE 14.2




NOTICE ADDRESSES AND WIRE TRANSFER INFORMATION





	A.	 	BORROWER AND INITIAL SERVICER




Address for notices:



Packaging Receivables Company, LLC

1900 West Field Court

Lake Forest, Illinois 60045



Attention: Fran Hori

Phone: 847-482-3719

Fax: 847-482-4516



Wire Transfer Instructions:



Account No. 371-300-5 at Harris, N.A.

in Chicago, Illinois

ABA No. 071000288

Reference: YC SUSI Securitization



with a copy to:



Packaging Credit Company, LLC

1900 West Field Court

Lake Forest, Illinois 60045



Attention: Fran Hori

Phone: 847-482-3719

Fax: 847-482-4516





	B.	 	YC SUSI Trust




Address for notices (other than Borrowing Requests):



YC SUSI Trust

c/o Bank of America, N.A.

NC1-027-19-01

214 North Tryon Street

Charlotte, North Carolina 28255



Attention: Dan Hattendorf

Telephone: (704) 388-3113

Facsimile: (704) 388-9211




 









 







With copy to:



YC SUSI Trust

c/o Bank of America, N.A.

NC1-027-19-01

214 North Tryon Street

Charlotte, NC 28255



Attention: Brian Williams

Telephone: (704) 683-4747



Telecopy: (704) 968-1215



Wire transfer instructions (unless otherwise notified):



Deutsche Bank Trust Company Americas

ABA # 021001033

Acct Name: DBTCA as Trustee for YC SUSI

Account # 00428541

Reference: YC SUSI/Packaging Receivables Company, LLC





	C.	 	BANK OF AMERICA, N.A., individually or as Agent




Address for notices (other than Borrowing Requests):



Bank of America, N.A., as Agent

NC1-027-19-01

214 North Tryon Street

Charlotte, North Carolina 28255



Attention: Dan Hattendorf

Telephone: (704) 388-3113

Facsimile: (704) 388-9211



With copy to:



Bank of America, N.A., as Agent

NC1-027-19-01

214 North Tryon Street

Charlotte, NC 28255



Attention: Brian Williams

Telephone: (704) 683-4747

Telecopy: (704) 968-1215



Wire transfer instructions (unless otherwise notified):




 









 







Deutsche Bank Trust Company Americas

ABA # 021001033

Acct Name: DBTCA as Trustee for YC SUSI

Account # 00428541

Reference: YC SUSI/Packaging Receivables Company, LLC




BORROWING REQUESTS SHOULD BE SENT TO THE




ADDRESS AND FAX NO. SPECIFIED ON EXHIBIT 2.1