AMENDMENT NO. 1
TO
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
This AMENDMENT NO.
1 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as
of April 15, 2009 (this “ Amendment ”), 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 ”), YC SUSI Trust, a
Delaware statutory trust, and Bank of America, National Association
(“ Bank of America ”), as lenders (collectively,
the “ Lenders ”), and Bank of America, as agent
for the Lenders (in such capacity, the “ Agent
”).
WHEREAS, the
parties hereto have entered into that certain Amended and Restated
Credit and Security Agreement dated as of September 19, 2008
(as 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.
2.1. The following
definitions in Annex A of the Credit Agreement are hereby amended
and restated in their entirety to read as follows:
““
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-” or
“Ba3” by either S&P or Moody’s, as
applicable, or the withdrawal or suspension of either such
rating.”
““
Default Rate ” means a rate per annum equal to the sum
of (i) the Alternate Base Rate plus (ii) 2.50%, changing
when and as the Alternate Base Rate changes.”
““
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; provided that if a Rating
Event has occurred, the numerator shall be calculated based on the
cumulative sales of the Originator generated during the two
(2) most recent Settlement Periods.”
“
Dilution Reserve ” means, as of any Settlement Date, a
percentage equal to the product of (a) the sum of (i) the
product of 2.5 times the Adjusted Dilution Ratio, plus
(ii) the Dilution Volatility Component, multiplied by
(b) the Dilution Horizon Ratio.
““
Fee Letter ” means that certain Second Amended and
Restated Fee Letter dated as of April 15, 2009 and among the
Servicer, the Borrower, YC SUSI and the Agent, as the same may be
amended, restated, supplemented, replaced or otherwise modified
from time to time.”
““
Interest Reserve ” shall mean, as of any date of
determination, an amount equal to (a) the product of
(i) 2.5 times (ii) the Days Sales Outstanding as of such
date of determination times (iii) the Base Rate as of such
date of determination plus 2.50%, divided by (b) 365 or 366,
as applicable, times the Net Pool Balance as of such date of
determination.”
““
Loss Reserve ” as of any Cut-Off Date means a
percentage equal the product of (a) 2.5 times the highest
three-month rolling average Default Ratio during the most recent
twelve (12) Settlement Periods and (b) the Default Horizon
Ratio.”
““
Minimum Reserve Ratio ” means, as of any Settlement
Date, the sum of (a) 10.0% 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.”
““
Rating Event ” means, with respect to the Performance
Guarantor, the lowering of the Performance Guarantor’s issuer
rating or bank debt rating to below “BBB-” or
“Baa3” by either S&P or Moody’s, as
applicable.”
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