exv10w1






Exhibit 10.1




AMENDMENT NO. 3 TO AMENDED AND RESTATED

CREDIT AND SECURITY AGREEMENT




     This Amendment No. 3 to Amended and Restated Credit and Security Agreement (this
“Amendment”), dated as of March 1, 2011, is entered into by and among PACKAGING RECEIVABLES
COMPANY, LLC, a Delaware limited liability company, as borrower (together with its successors and
permitted assigns, the “Borrower”), PACKAGING CREDIT COMPANY, LLC, a Delaware limited
liability company, as initial servicer (together with its successors, the “Servicer”), Bank
of America, National Association (“Bank of America”), as lender (the “Lender”), and
Bank of America, as agent for the Lender (in such capacity, the “Agent”).



RECITALS




     WHEREAS, the parties hereto have entered into that certain Amended and Restated Credit and
Security Agreement dated as of September 19, 2008 (as amended by that certain Amendment No. 1 to
Amended and Restated Credit and Security Agreement dated as of April 15, 2009 and that certain
Amendment No. 2 to Amended and Restated Credit and Security Agreement dated as of April 14, 2010,
and as further amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”);



     WHEREAS, the parties hereto wish to make certain changes to the Credit Agreement as herein
provided;



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



     SECTION 1. Definitions. All capitalized terms not otherwise defined herein are used
as defined in the Credit Agreement.



     SECTION 2. Amendments.



     2.1. Section 3.2(b) of the Credit Agreement is hereby amended by adding the
parenthetical “(including, without limitation, claims for payment under Section 4.2)”
immediately after the words “paid in full” in clause (ii) and clause (iii) thereof.



     2.2. Section 4.2 of the Credit Agreement is hereby amended by adding the following
sentence to the end of such Section:




	 	 	“Failure or delay on the part of any Affected Party to notify the Borrower pursuant to this
Section 4.2 of such additional costs, increased costs, or reductions shall not
adversely affect the rights of any Affected Party to compensation under this Section
4.2; provided that the Borrower shall not be required to compensate an Affected
Party pursuant to this Section 4.2 for any additional costs, increased costs, or
reductions incurred more than six months prior to the date that such Affected Party notifies
the Borrower of the change or circumstances giving rise to such additional costs, increased
costs, or reductions and of such Affected Party’s intention to claim compensation therefor;
provided further that, if




 









 






	 	 	the change or circumstance giving rise to such additional costs, increased costs, or
reductions is retroactive, then the six-month period referred to above shall be extended to
include the period of retroactive effect thereof.”





     2.3. Section 10.1(f) of the Credit Agreement is hereby amended by deleting “1.25%” and
replacing with “1.75%”.



     2.4. Section 12.1 of the Credit Agreement is hereby amended by adding a new
clause (d) to read as follows:




	 	 	“(d) Notwithstanding any other provision of this Agreement to the contrary, any Lender may
at any time pledge or grant a security interest in all or any portion of its rights under
this Agreement and the other Transaction Documents (including, without limitation, any
rights to payment of principal or interest on the Loans) to secure obligations of such
Lender to a Federal Reserve Bank, without notice to or consent of the Borrower, the
Administrative Agent or any other party; provided that no such pledge or grant of a security
interest shall release such Lender from any of its obligations hereunder, or substitute any
such pledgee or grantee for such Lender as a party hereto.”





     2.5. The definition of “Obligations” in Annex A of the Credit Agreement is hereby
amended by adding the parenthetical “(including, without limitation, all claims for payment
pursuant to Section 4.2)” immediately before the period at the end of the sentence.



     2.6. The following definitions in Annex A of the Credit Agreement are hereby amended
and restated in their entirety to read as follows:



     ““Dilution Horizon Ratio” means, on any Settlement Date, an amount calculated by dividing (a)
cumulative sales of the Originator generated during the two (2) most recent Settlement Periods by
(b) the aggregate Unpaid Balance of all Receivables as of the most recent Cut-Off Date; provided
that if a Rating Event has occurred, the numerator shall be calculated based on the cumulative
sales of the Originator generated during the three (3) most recent Settlement Periods.”



     ““Fee Letter” means that certain Fourth Amended and Restated Fee Letter dated as of March 1,
2011 by and among the Servicer, the Borrower and the Agent, as the same may be amended, restated,
supplemented, replaced or otherwise modified from time to time.”



     ““Regulatory Change” shall mean after the date of this Agreement (i) the adoption of any
United States (federal, state or municipal) or foreign laws or regulations (including Regulation
D), or any clarification or change therein (ii) any interpretations, directives, guidance or
requests 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, or (iii) the compliance,
application or implementation by the Affected Party of any of the changes described in the
foregoing clauses (i) or (ii) or any of the following existing laws, including any rules,
regulations, interpretations, directives, guidance or requests issued in connection therewith
(whether or not having the force of law): (a) the final rule titled Risk-Based Capital Guidelines;
Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to
Generally Accepted



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Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related
Issues, adopted by the United States bank regulatory agencies on December 15, 2009 (the “FAS
166/167 Capital Guidelines”), (b) the revised Basel Accord prepared by the Basel Committee on
Banking Supervision as set out in the publication entitled “International Convergence of Capital
Measurements and Capital Standards: a Revised Framework,” as updated from time to time and (c) the
Dodd-Frank Wall Street Reform and Consumer Protection Act adopted by Congress on July 21, 2010.”




     ““Scheduled Termination Date” means February 28, 2012, unless extended by Bank of America, as
Lender.”



     SECTION 3. Conditions Precedent. This Amendment shall become effective on the first
date on which the Agent shall have received an original counterpart (or counterparts) of this
Amendment, executed and delivered by each of the parties hereto, or other evidence satisfactory to
the Agent of the execution and delivery of this Amendment by such parties.



     SECTION 4. Conduit Investment Termination Date and Assignment. The parties hereto
acknowledge that the Conduit Investment Termination Date occurred on July 23, 2010 and that YC SUSI
assigned its interest in the Loans and other Obligations to Bank of America, as a Liquidity Bank,
as of such date.



     SECTION 5. Fees and Expenses. The Borrower hereby covenants and agrees to pay all
fees and expenses in connection with this Amendment, including the fees of the Agent’s legal
counsel, Mayer Brown LLP, within thirty (30) days of presentation of a written invoice therefor.



     SECTION 6. Miscellaneous.



     6.1. Reaffirmation of Covenants, Representations and Warranties. Upon the
effectiveness of this Amendment, each of the Borrower and the Servicer hereby reaffirms all
covenants, representations and warranties made in the Credit Agreement to the extent the same are
not amended hereby and agrees that all such covenants, representations and warranties shall be
deemed to have been remade as of the effective date of this Amendment.



     6.2. References to Credit Agreement. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of
like import shall mean and be a reference to the Credit Agreement as amended hereby, and each
reference to the Credit Agreement in any other document, instrument or agreement executed and/or
delivered in connection with the Credit Agreement shall mean and be a reference to the Credit
Agreement as amended hereby.



     6.3. Effect on Credit Agreement. Except as specifically amended above, the Credit
Agreement and all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby ratified and confirmed.



     6.4. Governing Law. This Amendment, 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 laws principles thereof other than Section 5-1601 of
the New York General Obligations Law).



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     6.5. Successors and Assigns. This Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.



     6.6. Headings. The Section headings in this Amendment are inserted for convenience of
reference only and shall not affect the meaning or interpretation of this Amendment or any
provision hereof.



     6.7. Counterparts. This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. Facsimiles shall be effective as originals.



[Signature Pages Follow]




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



	 	 	 	 	 
	 	BORROWER:


PACKAGING RECEIVABLES COMPANY, LLC, 

a Delaware limited liability company

 	 
	 	By:  	                                              /s/ DARLA J. OLIVIER
 	 
	 	 	Name:  	Darla J. Olivier 	 
	 	 	Title:  	Secretary 	 
	 
	 	SERVICER:


PACKAGING CREDIT COMPANY, LLC,

a Delaware limited liability company

 	 
	 	By:  	                                              /s/ DARLA J. OLIVIER
 	 
	 	 	Name:  	Darla J. Olivier 	 
	 	 	Title:  	Secretary 	 
	 



[Signature Pages Continue]




PCA Amendment No. 3 to A&R Credit and Security Agreement




 









 





	 	 	 	 	 
	 	LENDER:


BANK OF AMERICA, NATIONAL ASSOCIATION, 

as Lender

 	 
	 	By:  	                                              /s/ NINA C. AUSTIN
 	 
	 	 	Name:  	Nina C. Austin 	 
	 	 	Title:  	Vice President 	 
	 
	 	AGENT:


BANK OF AMERICA, NATIONAL ASSOCIATION

 	 
	 	By:  	                                              NINA C. AUSTIN
 	 
	 	 	Name:  	Nina C. Austin 	 
	 	 	Title:  	Vice President 	 
	 



PCA Amendment No. 3 to A&R Credit and Security Agreement