Exhibit 10.1


 


EXECUTION COPY


 


INCREMENTAL
TERM LOAN ASSUMPTION AGREEMENT AND AMENDMENT NO. 2 dated as of December 20,
2005 (this “Assumption Agreement and Amendment”), related to the CREDIT
AGREEMENT dated as of November 1, 2004, as amended by Amendment No. 1 dated as
of September 30, 2005 (the “Credit Agreement”), among SMURFIT-STONE
CONTAINER CORPORATION, a Delaware corporation (“SSCC”), as a Guarantor,
SMURFIT-STONE CONTAINER ENTERPRISES, INC., a Delaware corporation (“SSCE”),
SMURFIT-STONE CONTAINER CANADA INC., a corporation continued under the
Companies Act (Nova Scotia) (“SSC Canada” and, together with SSCE, the “Borrowers”),
the LENDERS from time to time party thereto, DEUTSCHE BANK TRUST COMPANY
AMERICAS, a New York banking corporation, as Senior Agent, Administrative
Agent, Collateral Agent, Swingline Lender and Revolving Facility Facing Agent,
DEUTSCHE BANK AG, an authorized foreign bank permitted to carry on business in
Canada and listed on Schedule III of the Bank Act (Canada), as Canadian Administrative
Agent and Revolving (Canadian) Facility Facing Agent, and JPMORGAN CHASE BANK,
N.A., a national banking association (successor to JPMorgan Chase Bank, a New
York banking corporation), as Senior Agent, Deposit Account Agent and Deposit
Funded Facility Facing Agent.


 


A.            SSC Canada has requested that the Persons set
forth on Schedule I hereto (the “Incremental Term Lenders”) make
Incremental Term Loans (in the form of Other Term Loans) in an aggregate
principal amount of up to U.S.$90,000,000 to SSC Canada pursuant to the Credit Agreement.


 


B.            The Incremental Term Lenders are willing to
make Incremental Term Loans (in the form of Other Term Loans) in an aggregate
principal amount of up to U.S.$90,000,000 to SSC Canada on or within one
Business Day following the Amendment No. 2 Effective Date (as defined below),
on the terms and subject to the conditions set forth herein and in the Credit Agreement.


 


C.            Additionally, SSCC and the Borrowers have
requested certain amendments to the Credit Agreement as set forth herein.


 


D.            The Required Lenders are willing to agree to
such amendments pursuant to the terms and subject to the conditions set forth
herein.


 


Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1. Defined Terms; Interpretation; Etc. Capitalized terms
used and not defined herein shall have the meanings assigned to such terms in
the Credit Agreement. The rules of construction set forth in Section 1.02 of
the Credit Agreement shall apply equally to this Assumption Agreement and
Amendment. This Assumption Agreement and Amendment shall be a “Loan Document”
and, to the extent it relates to the making of Incremental Term Loans, an


 





















 


“Incremental Term Loan Assumption Agreement”,
in each case for all purposes of the Credit Agreement and the other Loan
Documents.


 


SECTION 2. Incremental Term Loans. (a) Each Incremental Term
Lender hereby agrees, severally and not jointly, to make an Incremental Term
Loan to SSC Canada on, or (upon the request of SSC Canada) within one Business
Day of, the Amendment No. 2 Effective Date in a principal amount equal to the
Incremental Term Loan amount set forth next to such Incremental Term Lender’s
name on Schedule I attached hereto. All such Incremental Term Loans shall, for
all purposes of the Credit Agreement and the other Loan Documents, constitute “Other
Term Loans” having terms identical to those of the Tranche C Loans except that:


 


(i)            the 5-year period in respect of the
calculation of the Threshold Amount pursuant to Section 2.13(j) of the
Credit Agreement shall commence on the date of the making of such Incremental
Term Loans (as contemplated by this Assumption Agreement and Amendment);


 


(ii)           the Threshold Amount with respect to such
Incremental Term Loans shall refer to 25% of the original principal amount of
such Incremental Term Loans;


 


(iii)          the amortization schedule with respect to
such Incremental Term Loans referred to in Section 2.11(c) of the Credit
Agreement is set forth below:


 


	
  Date

  	
   

  	
  Amount

  	
   

  
	
  January 2, 2006

  	
   

  	
  U.S.$225,000

  	
   

  
	
  April 1, 2006

  	
   

  	
  U.S.$225,000

  	
   

  
	
  July 1, 2006

  	
   

  	
  U.S.$225,000

  	
   

  
	
  October 1, 2006

  	
   

  	
  U.S.$225,000

  	
   

  
	
  January 2, 2007

  	
   

  	
  U.S.$225,000

  	
   

  
	
  April 1, 2007

  	
   

  	
  U.S.$225,000

  	
   

  
	
  July 1, 2007

  	
   

  	
  U.S.$225,000

  	
   

  
	
  October 1, 2007

  	
   

  	
  U.S.$225,000

  	
   

  
	
  January 2, 2008

  	
   

  	
  U.S.$225,000

  	
   

  
	
  April 1, 2008

  	
   

  	
  U.S.$225,000

  	
   

  
	
  July 1, 2008

  	
   

  	
  U.S.$225,000

  	
   

  
	
  October 1, 2008

  	
   

  	
  U.S.$225,000

  	
   

  
	
  January 2, 2009

  	
   

  	
  U.S.$225,000

  	
   

  
	
  April 1, 2009

  	
   

  	
  U.S.$225,000

  	
   

  
	
  July 1, 2009

  	
   

  	
  U.S.$225,000

  	
   

  
	
  October 1, 2009

  	
   

  	
  U.S.$225,000

  	
   

  
	
  January 2, 2010

  	
   

  	
  U.S.$225,000

  	
   

  
	
  April 1, 2010

  	
   

  	
  U.S.$225,000

  	
   

  
	
  July 1, 2010

  	
   

  	
  U.S.$225,000

  	
   

  
	
  October 1, 2010

  	
   

  	
  U.S.$225,000

  	
   

  
	
  January 2, 2011

  	
   

  	
  U.S.$225,000

  	
   

  
	
  April 1, 2011

  	
   

  	
  U.S.$21,318,750

  	
   

  
	
  July 1, 2011

  	
   

  	
  U.S.$21,318,750

  	
   

  



 


2





















 


	
  Date

  	
   

  	
  Amount

  	
   

  
	
  October 1, 2011

  	
   

  	
  U.S.$21,318,750

  	
   

  
	
  Term Loan Maturity Date

  	
   

  	
  U.S.$21,318,750

  	
   

  



 


(b)           The proceeds of the Incremental Term Loans
are to be used by SSC Canada solely to repay certain intercompany indebtedness.


 


(c)           For convenience of reference, the Incremental
Term Loans shall be referred to as “Tranche C-l Loans”.


 


SECTION 3. Conditions Precedent to Incremental Term Loans. The
obligation of the Incremental Term Lenders to make Incremental Term Loans
hereunder shall be subject to the satisfaction of the following conditions
precedent:


 


(a)           On the Amendment No. 2 Effective Date, each
of the conditions set forth in paragraphs (a), (b) and (c) of Section 5.01 of
the Credit Agreement shall be satisfied and the Administrative Agent shall have
received a certificate to that effect dated as of the Amendment No. 2 Effective
Date and executed by a Financial Officer of SSCC and each Borrower.


 


(b)           The Administrative Agent shall have received
(with sufficient copies for each Incremental Term Lender) such legal opinions,
board resolutions and other closing certificates and documentation as shall be
reasonably required by the Incremental Term Lenders, in each case consistent
with those delivered on the Closing Date under Section 5.02 of the Credit Agreement.


 


(c)           The Administrative Agent shall have received
all fees and other amounts due and payable on or prior to the Amendment No. 2
Effective Date, including, to the extent invoiced, reimbursement or payment of
all out-of-pocket expenses required to be reimbursed or paid by the Borrowers
hereunder or under any other Loan Document.


 


SECTION 4. Amendments to Credit Agreement. Effective as of the
Amendment No. 2 Effective Date:


 


(a) The definition of the
term “Applicable Rate” set forth in Section 1.01 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:


 


““Applicable
Rate” shall mean (except as otherwise provided in the Incremental Term Loan
Assumption Agreement with respect to any Other Term Loan), for any day, (a)
with respect to any ABR Term Loan or any Eurodollar Term Loan, as the case may
be, the applicable spread set forth directly below under the caption (x) “ABR
Term Spreads” or (y) “Eurodollar Term Spreads”, as the case may be, based upon
the Consolidated Senior Secured Leverage Ratio as of the relevant date of
determination:


 


3





















 


	
  Consolidated
  Senior

  Secured Leverage

  Ratio

  	
   

  	
  ABR Term

  Spreads

  	
   

  	
  Eurodollar

  Term Spreads

  	
   

  
	
  Greater than 3.0 to 1.0

  	
   

  	
  1.25

  	
  %

  	
  2.25

  	
  %

  
	
  Less than or equal to 3.0 to 1.0

  	
   

  	
  1.00

  	
  %

  	
  2.00

  	
  %

  



 


and (b) with respect to (i)
any ABR Revolving Loan, ABR Revolving (Canadian) Loan or Canadian Prime Rate
Loan, (ii) any Eurodollar Revolving Loan, Eurodollar Revolving (Canadian) Loan
or B/A Loan or (iii) the Commitment Fees in respect of unused Revolving Credit
Commitments and unused Revolving (Canadian) Credit Commitments, as the case may
be, the applicable percentage set forth below under the caption (x) “ABR
Revolving / Canadian Prime Rate Spreads”, (y) “Eurodollar Revolving / B/A
Spreads” and (z) “Commitment Fees”, as the case may be, based upon the
Consolidated Leverage Ratio as of the relevant date of determination:


 


	
  Consolidated
  Leverage Ratio

  	
   

  	
  ABR

  Revolving /

  Canadian

  Prime Rate

  Spreads

  	
   

  	
  Eurodollar

  Revolving /

  B/A Spreads

  	
   

  	
  Commitment

  Fees

  	
   

  
	
  Greater than 4.0 to 1.0

  	
   

  	
  1.25

  	
  %

  	
  2.25

  	
  %

  	
  0.500

  	
  %

  
	
  Greater than 3.0 to 1.0 but less than or equal to
  4.0 to 1.0

  	
   

  	
  1.00

  	
  %

  	
  2.00

  	
  %

  	
  0.500

  	
  %

  
	
  Greater than 2.0 to 1.0 but less than or equal to
  3.0 to 1.0

  	
   

  	
  0.75

  	
  %

  	
  1.75

  	
  %

  	
  0.500

  	
  %

  
	
  Less than or equal to 2.0 to 1.0

  	
   

  	
  0.50

  	
  %

  	
  1.50

  	
  %

  	
  0.375

  	
  %

  



 


Each change in the
Applicable Rate resulting from a change in the Consolidated Leverage Ratio or
the Consolidated Senior Secured Leverage Ratio, as the case may be, shall be
effective with respect to all Loans, Commitments and Letters of Credit on the
date of delivery to the Administrative Agent of the financial statements and
certificates required by Section 6.04(a) or (b) and (c), respectively, based upon the Consolidated Leverage Ratio or
the Consolidated Senior Secured Leverage Ratio, as the case may be, as of the
end of the most recent fiscal quarter included in such financial statements so
delivered, and shall remain in effect until the date immediately preceding the
next date of delivery of such financial statements and certificates indicating
another such change. Notwithstanding the foregoing, (a) (i) until the delivery
of the financial statements and certificates required by Section 6.04(a)
and (c), respectively, for the fiscal year ending December 31, 2005 and
(ii) at any time after the occurrence and during the continuance of an Event of
Default, (A) the Consolidated Leverage Ratio shall be deemed to be greater than
4.0 to 1.0 and (B) the Consolidated Senior Secured Leverage Ratio shall be
deemed to be greater than 3.0 to 1.0, in each case for purposes of determining
the Applicable Rate, (b) the Applicable Rate with respect to any Eurodollar
Term Loan or ABR Term Loan shall automatically be increased by the Yield
Differential, if any, upon the making of any Other Term Loans, as provided in Section
2.23(d), (c) if


 


4





















 


at any time the Credit Facilities
are rated lower than BB- by S&P and lower than Ba3 by Moody’s (or are
unrated by either S&P or Moody’s), then the Applicable Rate (other than for
purposes of determining the Commitment Fees) shall be increased in all cases by
0.25%, and (d) in addition to any increase to the Applicable Rate pursuant to
clause (c) above, if at any time the Consolidated Senior Secured Leverage Ratio
is greater than 3.0 to 1.0, then the Applicable Rate in respect of Revolving
Loans, Revolving (Canadian) Loans and B/A Loans (other than for purposes of
determining the Commitment Fees) shall be increased in all cases by 0.25%. For
purposes of clause (c) above, if the ratings established by S&P and Moody’s
shall be changed (other than as a result of a change in the rating system of
S&P or Moody’s), such change shall be effective as of the date on which it
is first publicly announced by S&P or Moody’s, as the case may be. Each
increase in the Applicable Rate pursuant to clause (c) above shall apply during
the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change. If the
rating system of S&P or Moody’s shall change or if S&P or Moody’s shall
cease to be in the business of rating corporate debt obligations, SSCC, the
Borrowers and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Rate shall be determined by reference to the rating
most recently in effect prior to such change or cessation.”


 


(b) The definition of the term “Consolidated EBITDA” set forth in
Section 1.01 of the Credit Agreement is hereby amended as follows:


 


(i)            by deleting the word “and” before clause (e)
therein; and


 


(ii)           adding at the end of clause (e) therein the
words “and (f) solely for purposes of determining compliance with Sections 7.14
and 7.15, costs and expenses taken on or prior to December 31, 2006 in
connection with the settlement of antitrust litigation in an aggregate amount
not in excess of $40,000,000”.


 


(c) The definition of the
term “Incremental Commitment Amount” set forth in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:


 


‘“‘Incremental
Commitment Amount” shall mean, at any time of determination after the
making of the Incremental Term Loans contemplated by Amendment No. 2, the
excess, if any, of (a) U.S.$400,000,000 over (b) the sum of (i) the aggregate
amount of all Incremental Term Loan Commitments established after the making of
the Incremental Term Loans contemplated by Amendment No. 2 but prior to such
time of determination, (ii) the aggregate amount of all Incremental Revolving
Credit Commitments established after the making of the Incremental Term Loans
contemplated by Amendment No. 2 but prior to such time of determination, (iii)
the aggregate amount of all Incremental Revolving (Canadian) Credit Commitments
established after the making of the Incremental Term Loans contemplated by
Amendment No. 2 but prior to such time of determination and (iv) the aggregate
amount of all Incremental Deposit Funded Commitments established after the
making of the Incremental Term


 


5





















 


Loans contemplated by
Amendment No. 2 but prior to such time of determination.”


 


(d) Section 1.01 of the Credit Agreement is hereby further amended by
adding the following new defined terms in appropriate alphabetical order:


 


(i)
““Amendment No. 2 Effective Date” shall have the meaning set forth in
Amendment No. 2.”


 


(ii)
““Amendment No. 2” shall mean the Incremental Term Loan Assumption
Agreement and Amendment No. 2 relating to this Agreement dated as of December
20, 2005.”


 


(e) Section 2.23 (e) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:


 


“(e)
Notwithstanding the foregoing, except for the Incremental Commitments
established under Amendment No. 2, no Incremental Commitment shall become
effective under this Section 2.23 unless (i) on the date of such
effectiveness and after giving effect to the making of such Incremental Term
Loans and the use of the proceeds thereof, the Consolidated Senior Secured
Leverage Ratio would be less than 3.0 to 1.0, (ii) on the date of such
effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 5.01 shall be
satisfied and the Administrative Agent shall have received legal opinions,
board resolutions and other closing certificates and documentation reasonably
requested by the Senior Agents consistent with those delivered on the Closing
Date pursuant to Section 5.02.”


 


(f) Article II is hereby amended by adding a new Section 2.24 at the end
thereof as follows:


 


“SECTION
2.24. Term Loan Repricing Protection. In the event that, prior to the
first anniversary of the Amendment No. 2 Effective Date, any Term Lender or
Deposit Funded Lender receives a Repricing Prepayment (as defined below), then,
at the time thereof, the applicable Borrower shall pay to such Term Lender or
Deposit Funded Lender, as the case may be, a prepayment premium equal to 1.0%
of the amount of such Repricing Prepayment. As used herein, with respect to any
Term Lender or Deposit Funded Lender, a “Repricing Prepayment” is the
amount of principal of the Term Loans, Deposit Funded Loans or the Deposit of
such Lender that is either (a) prepaid by the applicable Borrower pursuant to Section
2.12 (or, in the case of the Deposit, Section 2.09) substantially
concurrently with the incurrence by SSCC or any of its subsidiaries of new
loans or deposits (whether pursuant to Incremental Term Commitments,
Incremental Deposit Funded Commitments or otherwise) that have interest rate
margins lower than the Applicable Rate then in effect for the Term Loans or the
Deposit Funded Loans so prepaid (or by which the Deposit Funded Commitment Fee
is measured) or (b) received by such Term Lender or Deposit Funded Lender as a
result of the mandatory assignment of such Term Loans, Deposit Funded Loans or
Deposit Funded Commitments under the circumstances described in Section
2.20(c) following the failure of such Term Lender or Deposit Funded Lender
to consent to an amendment of this Agreement (other than Amendment No. 2) that
would have the effect of reducing the Applicable Rate with respect to such Term
Loans, Deposit Funded Loans or the Deposit.”


 


6





















 


(g) Section 7.14 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:


 


“SECTION
7.14. Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured
Leverage Ratio as of the last day of any fiscal quarter during a period set
forth below to be greater than the ratio set forth opposite such period below:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  October 1, 2005 through December 31, 2005

  	
   

  	
  4.25 to 1.00

  	
   

  
	
  January 1, 2006 through March 31, 2006

  	
   

  	
  5.25 to 1.00

  	
   

  
	
  April 1, 2006 through June 30, 2006

  	
   

  	
  5.75 to 1.00

  	
   

  
	
  July 1, 2006 through September 30, 2006

  	
   

  	
  5.00 to 1.00

  	
   

  
	
  October 1, 2006 through December 31, 2006

  	
   

  	
  4.00 to 1.00

  	
   

  
	
  January 1, 2007 through March 31, 2007

  	
   

  	
  3.75 to 1.00

  	
   

  
	
  April 1, 2007 through June 30, 2007

  	
   

  	
  3.50 to 1.00

  	
   

  
	
  July 1, 2007 through September 30, 2007

  	
   

  	
  3.25 to 1.00

  	
   

  
	
  Thereafter

  	
   

  	
  3.00 to 1.00

  	
  ”

  



 


(h) Section 7.15 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:


 


“SECTION
7.15. Interest Coverage Ratio. Permit the Interest Coverage Ratio for
any period of four consecutive fiscal quarters, in each case taken as one
accounting period, ending during any period set forth below to be less than the
ratio set forth opposite such period below:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  October 1, 2005 through December 31, 2005

  	
   

  	
  1.50 to 1.00

  	
   

  
	
  January 1, 2006 through March 31, 2006

  	
   

  	
  1.25 to 1.00

  	
   

  
	
  April 1, 2006 through June 30, 2006

  	
   

  	
  1.10 to 1.00

  	
   

  
	
  July 1, 2006 through September 30, 2006

  	
   

  	
  1.25 to 1.00

  	
   

  
	
  October 1, 2006 through March 31, 2007

  	
   

  	
  1.50 to 1.00

  	
   

  
	
  April 1, 2007 through September 30, 2007

  	
   

  	
  1.75 to 1.00

  	
   

  
	
  Thereafter

  	
   

  	
  2.00 to 1.00

  	
  ”

  



 


SECTION 5. Agreements. (a) SSCE hereby agrees that, within one
Business Day of the Amendment No. 2 Effective Date, following the making of the
Incremental Term Loans contemplated by this Assumption Agreement and Amendment,
SSCE shall prepay Tranche B Loans pursuant to Section 2.12 of the Credit
Agreement in an aggregate principal amount of at


 


7





















 


least
$90,000,000, together with accrued and unpaid interest thereon (the “Tranche B Prepayment”).
Notwithstanding anything to the contrary set forth in the Credit
Agreement, SSCC and the Borrowers hereby agree that a breach of the agreement
set forth in the preceding sentence shall be deemed to be a failure to pay
principal when and as due for purposes of Article VIII of the Credit Agreement.


 


(b) In order to facilitate the Tranche B
Prepayment as contemplated by clause (a) above, the Lenders hereby agree that,
notwithstanding any contrary notice provision contained in the Credit
Agreement, SSCE may make the Tranche B Prepayment on the same Business Day that
it notifies the Administrative Agent thereof if such notice is received on or
prior to 1:00 p.m. (New York City time) on such Business Day (or on the next
succeeding Business Day if such notice is received after 1:00 p.m. (New York
City time) on such Business Day).


 


(c) Except with respect to any amendment or
waiver of any Loan Document that by its terms adversely effects the rights of
Lenders holding Incremental Term Loans made hereunder differently than the Tranche
C Lenders (or vice versa), the Incremental Term Loans made hereunder and the
Tranche C Loans shall be treated as a single Class for voting purposes under
Section 11.08 of the Credit Agreement.


 


SECTION 6. Representations and Warranties. SSCC and each
Borrower represent and warrant to each other party hereto that (a) this
Assumption Agreement and Amendment has been duly authorized by all requisite
corporate action and duly executed and delivered by SSCC and each Borrower and
constitutes a legal, valid and binding obligation of SSCC and each Borrower,
enforceable against each of them in accordance with its terms (except as the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and subject to general principles of equity
(whether enforcement is sought by proceeding in equity or at law)), and (b)
after giving effect to this Assumption Agreement and Amendment (i) the
representations and warranties set forth in Article IV of the Credit Agreement
and in the other Loan Documents are true and correct in all material respects
on and as of the date hereof with the same effect as though made on and as of
such date, except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and warranties
were true and correct in all material respects as of the earlier date), and
(ii) no Default or Event of Default has occurred and is continuing.


 


SECTION 7. Amendment Fee. SSCC and each Borrower jointly and
severally agree to pay on the Amendment No. 2 Effective Date (as defined below)
to the Administrative Agent, for the account of each Lender (other than any
Incremental Term Lender solely in respect of the Incremental Term Loans) that
executes and delivers a copy of this Assumption Agreement and Amendment to the
Administrative Agent (or its counsel) at or prior to 5:00 p.m. (New York City
time) on December 19, 2005 (the “Signing Date”), an amendment fee (the “Amendment
Fee”) in an amount equal to 0.125% of the aggregate principal amount of the
Term Loans, used or unused Revolving Credit Commitment, used or unused
Revolving (Canadian) Credit Commitment and Deposit Funded Commitment of such
Lender outstanding on the Signing Date (before giving effect to the prepayment
contemplated by Section 5 hereof). The Amendment Fee shall be payable on and
subject to the occurrence of the Amendment No. 2 Effective Date. The Amendment
Fee shall be payable in immediately available funds and shall not be
refundable.


 


SECTION 8. Effectiveness. This Assumption Agreement and
Amendment shall become effective as of the date (the “Amendment No. 2
Effective Date”) that (a) the


 


8





















 


Administrative
Agent (or its counsel) shall have received counterparts of this Assumption
Agreement and Amendment that, when taken together, bear the signatures of (i)
each Borrower, (ii) each Guarantor, (iii) the Administrative Agent, (iv) the
Required Lenders and (v) each Incremental Term Lender, and (b) the
Administrative Agent shall have received the Amendment Fee.


 


SECTION 9. Effect of Amendment. Except as expressly set forth
herein, this Assumption Agreement and Amendment shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect, the rights and
remedies of the Lenders, the Facing Agents, the Senior Agents, the Collateral
Agent, the Deposit Account Agent or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle SSCC or any
Borrower to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document in similar or different
circumstances. This Amendment shall constitute a Loan Document for all purposes
of the Credit Agreement and the other Loan Documents.


 


SECTION 10. Consent and Reaffirmation. Each Guarantor hereby
consents to this Assumption Agreement and Amendment and the transactions
contemplated hereby, and each Loan Party hereby (a) agrees that,
notwithstanding the effectiveness of this Assumption Agreement and Amendment,
the Guarantee Agreements and each of the other Security Documents continue to
be in full force and effect, (b) confirms its guarantee of the Obligations
originally guaranteed by such Guarantor and its grant of a security interest in
its assets as Collateral therefor, all as provided in the Loan Documents as
originally executed, and (c) acknowledges that such guarantee and/or grant
continue in full force and effect in respect of, and to secure, the Obligations
under the Credit Agreement (as amended hereby) and the other Loan Documents,
including the Incremental Term Loans.


 


SECTION 11. Counterparts. This Assumption Agreement and
Amendment may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. Delivery of an
executed counterpart of a signature page of this Assumption Agreement and
Amendment by facsimile shall be as effective as delivery of a manually executed
counterpart of this Assumption Agreement and Amendment.


 


SECTION 12. Application Law. THIS ASSUMPTION AGREEMENT AND
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF TITLE 14 OF THE NEW
YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND
CONFLICTS OF LAWS RULES THEREOF.


 


SECTION 13. Headings. The headings of this Assumption Agreement
and Amendment are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof.


 


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of page intentionally left blank]


 


9





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Assumption Agreement and Amendment
to be duly executed by their respective authorized officers as of the day and
year first above written.


 


	
   

  	
  SMURFIT-STONE CONTAINER ENTERPRISES,

  
	
   

  	
  INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey S. Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jeffrey S.
  Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Title:  Vice President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SMURFIT-STONE CONTAINER CANADA INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey S. Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jeffrey S.
  Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SMURFIT-STONE CONTAINER CORPORATION,

  
	
   

  	
  as Guarantor,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey S. Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jeffrey S.
  Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MBI LIMITED/LIMITÉE, in its capacity as general

  
	
   

  	
  partner of SMURFIT-MBI, as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey S. Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jeffrey S.
  Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRANCOBEC COMPANY, as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey S. Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jeffrey S.
  Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  	
   

  



 


10





















 


	
   

  	
  MBI LIMITED/LIMITÉE, as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey S. Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jeffrey S.
  Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  3083527 NOVA SCOTIA COMPANY, as

  
	
   

  	
  Guarantor,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey S. Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jeffrey S.
  Beyersdorfer

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
  AMERICAS, individually and as Administrative

  
	
   

  	
  Agent,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Susan LeFevre

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Susan LeFevre

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Evelyn Thierry

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Evelyn
  Thierry

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Peter S. Predun

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Peter S.
  Predun

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  	
   

  



 


11





















 


	
   

  	
  SIGNATURE PAGE TO
  INCREMENTAL

  
	
   

  	
  TERM LOAN ASSUMPTION

  
	
   

  	
  AGREEMENT AND AMENDMENT
  NO. 2

  
	
   

  	
  DATED AS OF DECEMBER
  20, 2005,

  
	
   

  	
  RELATED TO THE
  SMURFIT-STONE

  
	
   

  	
  CONTAINER CORPORATION
  CREDIT

  
	
   

  	
  AGREEMENT DATED AS OF

  
	
   

  	
  NOVEMBER 1, 2004, AS
  AMENDED

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name of Lender: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 





















 


SCHEDULE I


 


Incremental Term Lenders


 


	
  Incremental Term Lender

  	
   

  	
  Incremental Term Loan

  Amount

  	
   

  
	
  Deutsche Bank Trust Company Americas

  	
   

  	
  U.S.$90,000,000

  	
   

  
	
  TOTAL COMMITMENT

  	
   

  	
  U.S.$90,000,000