Exhibit D-1
to the Credit Agreement
FORM OF
U.S. PERFECTION CERTIFICATE
Reference is made to the ABL Credit Agreement dated as of [
], 2010 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Smurfit-Stone Container Corporation ("SSCC"),
Smurfit-Stone Container Enterprises, Inc. ("SSCE"), certain Domestic
Subsidiaries and Canadian Subsidiaries of Holdings from time to time party
thereto, the lenders from time to time party thereto, Deutsche Bank AG New York
Branch ("DB"), as Administrative Agent and Security Agent and DB, JPMorgan Chase
Bank, N.A. and General Electric Capital Corporation, as Co-Collateral Agents.
Capitalized terms used but not defined herein have the meanings assigned in the
Credit Agreement or the Guarantee and Collateral Agreement (the "Collateral
Agreement") referred to therein, as applicable.
The undersigned, a Responsible Officer of Holdings, hereby certifies to the
Administrative Agent and each other Secured Party as follows:
SECTION 1.
NAMES.
(A)
ATTACHED HERETO AS SCHEDULE 1 IS (I) THE EXACT LEGAL
NAME OF EACH GRANTOR, AS SUCH NAME APPEARS IN ITS DOCUMENT OF FORMATION,
(II) EACH OTHER LEGAL NAME SUCH GRANTOR HAS HAD IN THE PAST FIVE YEARS,
INCLUDING THE DATE OF THE RELEVANT NAME CHANGE AND (III) EACH OTHER NAME,
INCLUDING TRADE NAMES AND SIMILAR APPELLATIONS, SUCH GRANTOR OR ANY OF ITS
DIVISIONS OR OTHER BUSINESS UNITS HAS USED IN CONNECTION WITH THE CONDUCT OF ITS
BUSINESS OR THE OWNERSHIP OF ITS PROPERTIES AT ANY TIME DURING THE PAST FIVE
YEARS.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 1, NO GRANTOR HAS CHANGED ITS IDENTITY OR
CORPORATE STRUCTURE IN ANY MANNER WITHIN THE PAST FIVE YEARS.
CHANGES IN
IDENTITY OR CORPORATE STRUCTURE INCLUDE MERGERS, CONSOLIDATIONS AND
ACQUISITIONS, AS WELL AS ANY CHANGE IN FORM, NATURE OR JURISDICTION OF
ORGANIZATION.
WITH RESPECT TO ANY SUCH CHANGE THAT HAS OCCURRED WITHIN THE PAST
FIVE YEARS, SCHEDULES 1 AND 2A SET FORTH THE INFORMATION REQUIRED BY SECTIONS 1
AND 2 OF THIS CERTIFICATE AS TO EACH ACQUIREE OR CONSTITUENT PARTY TO SUCH
MERGER, CONSOLIDATION OR ACQUISITION.
SECTION 2.
LOCATIONS.
(A)
ATTACHED HERETO AS SCHEDULE 2A IS THE
(I) JURISDICTION OF FORMATION AND THE FORM OF ORGANIZATION OF EACH GRANTOR,
(II) ORGANIZATIONAL IDENTIFICATION NUMBER, IF ANY, ASSIGNED TO SUCH GRANTOR BY
SUCH JURISDICTION, (III) ADDRESS (INCLUDING THE COUNTY) OF THE CHIEF EXECUTIVE
OFFICE OF SUCH GRANTOR, (IV) THE FEDERAL TAXPAYER IDENTIFICATION NUMBER OF EACH
GRANTOR AND (V) WHETHER EACH GRANTOR IS A TRANSMITTING UTILITY AS DEFINED UNDER
THE UNIFORM COMMERCIAL CODE ("UCC") (INDICATING SUCH GRANTOR WITH AN "*").
(b)
Set forth on Schedule 2B is, with respect to each Grantor, all locations
where such Grantor maintains any books or records relating to the Collateral
consisting of Accounts, Contract Rights, Chattel Paper or General Intangibles
(with each location at which Chattel Paper, if any, is kept being indicated by
an "*").
(c)
Set forth on Schedule 2C are all other locations in the United States of
America where any of the Collateral consisting of Inventory or Equipment is
located.
(d)
Set forth on