Exhibit 10.3


 


FIRST AMENDMENT TO


AMENDED AND RESTATED CREDIT AGREEMENT


 


This FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 27,
2009 (the “First Amendment”),
is entered into by and among SMURFIT-STONE CONTAINER ENTERPRISES, INC., a
Delaware corporation, a debtor and debtor-in-possession in a case pending under
Chapter 11 of the Bankruptcy Code (“U.S. Borrower”),
SMURFIT-STONE CONTAINER CANADA INC., a company continued under the Companies
Act (Nova Scotia), and operating pursuant to a proceeding under the CCAA, and a
debtor and debtor in possession in a case pending under Chapter 11 of the
Bankruptcy Code (“Canadian Borrower,”
and together with the U.S. Borrower, the “Borrowers”),
SMURFIT-STONE CONTAINER CORPORATION, a Delaware corporation, a debtor and
debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code
(“Parent”), the other Loan Parties
party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as
Administrative Agent and Collateral Agent, and JPMORGAN CHASE BANK, N.A.,
TORONTO BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent.


 


WITNESSETH:


 


WHEREAS, the
Borrowers, the Lenders, and the Agents are parties to that certain Amended and
Restated Credit Agreement dated as of February 25, 2009, pursuant to which
the Lenders have made available to the Borrowers a term loan, revolving credit
and letter of credit facility in an aggregate principal amount not to exceed
US$750,000,000 (the “Credit Agreement”);


 


WHEREAS, the
Borrowers have requested that the Lenders amend and supplement the Credit
Agreement to reflect certain modifications to the Credit Agreement; and


 


WHEREAS, the
Lenders have agreed to amend and supplement the Credit Agreement to reflect
certain modifications to the Credit Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


Section 1.                                            Definitions.  Capitalized terms used and not otherwise
defined in this First Amendment are used as defined in the Credit Agreement
(after giving effect to this First Amendment). 
In addition, the capitalized term “First
Amendment Effectiveness Date” shall mean the first Business Day
on which the conditions set forth in Section 3 hereof are fully
satisfied to the satisfaction of the Administrative Agent or waived by the
Administrative Agent.  The Administrative
Agent will give the Borrowers and each Lender written notice of the occurrence
of the First Amendment Effectiveness Date.


 

















 


Section 2.                                            Amendments
to Credit Agreement.  Subject to the
conditions set forth in Section 3 hereof, the Credit Agreement is
hereby amended as follows:


 


2.1                                 The definition of “Reserves”
in Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety as follows:


 


“Reserves” means Dilution Reserves,
Inventory Reserves, Rent Reserves and any other reserves established by the
Applicable Agent in its Permitted Discretion (including, without limitation,
reserves for accrued and unpaid interest on the Secured Obligations, Banking
Services Reserves, reserves for consignee’s, warehousemen’s and bailee’s
charges, reserves for Swap Obligations, reserves for environmental liabilities
of any Loan Party, reserves for contingent liabilities of any Loan Party,
reserves for uninsured losses of any Loan Party, reserves for uninsured,
underinsured, un-indemnified or under-indemnified liabilities or potential
liabilities with respect to any litigation, reserves for cash held in deposit
accounts of Smurfit-Stone Puerto Rico, Inc. during such times as cash
dominion is in effect under Section 5.7 and reserves for taxes, fees,
assessments, and other governmental charges) with respect to the Collateral or
any Loan Party, and with regard to the Canadian Borrowing Base, in addition to
the foregoing, reserves for Priority Payables outstanding on or after the
Effective Date that may affect the collectability of such accounts or the saleability
of such inventory and that have not already been taken into account in the
calculation of the applicable Borrowing Base to the extent such Priority
Payables do not constitute amounts otherwise secured by the Directors’ Charge.


 


2.2                                 Section 2.24(a)(x) of
the Credit Agreement is hereby amended and restated in its entirety as follows:


 


(x)                                   with
respect to the Cases and assets of the U.S. Loan Parties, (x) in the event
of the occurrence and during the continuance of an Event of Default or an event
that would constitute an Event of Default with the giving of notice or lapse of
time or both (a “Default”), the payment of allowed and unpaid professional fees
and disbursements incurred by (A) the U.S. Loan Parties and (B) any
statutory committees appointed in the Cases of the U.S. Loan Parties, in an
aggregate amount of items (A) and (B) not in excess of US$11,000,000,
and (y) the payment of fees pursuant to 28 U.S.C. § 1930 and to the Clerk
of the Bankruptcy Court ((x) and (y), collectively, the “Carve-Out”);


 


2.3                                 Section 3.10 of
the Credit Agreement is hereby amended by deleting the amount “US$100,000” and
substituting therefor the amount “US$250,000”.


 

















 


Section 3.                                            Effectiveness.  The effectiveness of this First Amendment is
subject to the following conditions precedent:


 


3.1                                 Loan Documents.  Each Loan Party, the Required Lenders and the
Administrative Agent shall have signed a counterpart of this First Amendment
(whether the same or different counterparts) and shall have delivered the same
to the Administrative Agent.


 


3.2                                 Payment of Fees and
Expenses.  The Loan Parties shall
have paid to the Administrative Agent any unpaid balance of the fees and
expenses due and payable by the Loan Parties pursuant to the Loan Documents.


 


Section 4.                                            Representations
and Warranties.  Each Loan Party
represents and warrants to the Lenders that:


 


4.1                                 After giving effect to
the First Amendment, the representations and warranties of the Loan Parties
contained in Section 3 of the Credit Agreement are true and correct
in all material respects on and as of the date hereof as if such
representations and warranties had been made on and as of the date hereof
(except to the extent that any such representations and warranties specifically
relate to an earlier date);


 


4.2                                 After giving effect to
the First Amendment, (i) each Loan Party is in compliance with all the
terms and provisions set forth in the Credit Agreement and (ii) no Event
of Default has occurred and is continuing or would result from the execution,
delivery and performance of this First Amendment; and


 


4.3                                 A true and correct
copy of the Final Order as entered by the Bankruptcy Court is attached hereto
as Exhibit A.


 


Section 5.                                            Choice
of Law. THIS FIRST AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE BANKRUPTCY
CODE.


 


Section 6.                                            Full
Force and Effect.  Except as
specifically amended hereby, all of the terms and conditions of the Credit
Agreement shall remain in full force and effect, and the same are hereby
ratified and confirmed.  No reference to
this First Amendment need be made in any instrument or document at any time
referring to the Credit Agreement, and a reference to the Credit Agreement in
any such instrument or document shall be deemed a reference to the Credit
Agreement as amended hereby.


 


Section 7.                                            Counterparts;
Electronic Signatures.  This First
Amendment may be executed in any number of counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one
and the same agreement.  The
Administrative Agent may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.


 

















 


Section 8.                                            Headings.  Section headings used herein are for
convenience only and are not to affect the construction of or be taken into
consideration in interpreting this First Amendment.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this First Amendment to be duly
executed as of the day and the year first written.


 


	
   

  	
  SMURFIT-STONE CONTAINER

  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SMURFIT-STONE CONTAINER CANADA

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SMURFIT-STONE
  CONTAINER

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CALPINE
  CORRUGATED LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAMEO
  CONTAINER CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice President
  and Chief Financial Officer

  
					



 

















 


	
   

  	
  LOT 24D
  REDEVELOPMENT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ATLANTA &
  SAINT ANDREWS BAY

  RAILWAY COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STONE INTERNATIONAL
  SERVICES

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STONE
  GLOBAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STONE
  CONNECTICUT PAPERBOARD

  PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SMURFIT-STONE
  PUERTO RICO, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
					



 

















 


	
   

  	
  SMURFIT
  NEWSPRINT CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SLP
  FINANCE I, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice President
  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SLP
  FINANCE II, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SMBI
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  3083527
  NOVA SCOTIA COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MBI
  LIMITED/LIMITÉE

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SMURFIT-MBI,
  by its general partner, MBI

  Limited/Limitée

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
					



 

















 


	
   

  	
  STONE
  CONTAINER FINANCE COMPANY

  OF CANADA II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  639647
  BRITISH COLUMBIA LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  B.C.
  SHIPPER SUPPLIES LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPECIALTY
  CONTAINERS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SLP
  FINANCE GENERAL PARTNERSHIP, by

  its general partner, SLP Finance I, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRANCOBEC
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
					



 

















 


	
   

  	
  605681
  N.B. INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  A. Hinrichs

  
	
   

  	
  Name:

  	
  Charles A.
  Hinrichs

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Chief Financial Officer

  
					



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
   

  	
  Individually
  and as Administrative Agent and

  Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter S.
  Predun

  
	
   

  	
  Name:

  	
  Peter S.
  Predun

  
	
   

  	
  Title:

  	
  Executive
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A., TORONTO

  BRANCH

  
	
   

  	
  Individually
  and as Canadian Administrative Agent

  and Canadian Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Drew
  McDonald

  
	
   

  	
  Name:

  	
  Drew
  McDonald

  
	
   

  	
  Title:

  	
  Executive
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Fazio

  
	
   

  	
  Name:

  	
  Frank Fazio

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip
  Saliba

  
	
   

  	
  Name:

  	
  Philip
  Saliba

  
	
   

  	
  Title:

  	
  Director

  
					



 
















 


EXHIBIT A


FINAL ORDER