EX-10.24 4 a2072847zex-10_24.txt RECEIVABLES SALE AGMT. DATED 11/29/2000 Exhibit 10.24 ================================================================================ RECEIVABLES SALE AGREEMENT DATED AS OF NOVEMBER 29, 2000 BETWEEN PACKAGING CREDIT COMPANY, LLC AND PACKAGING CORPORATION OF AMERICA ================================================================================ TABLE OF CONTENTS
SECTION HEADING PAGE ARTICLE I AGREEMENT TO SELL............................................... 3 Section 1.1. Sales .......................................................... 3 Section 1.2. Timing of Purchases............................................. 4 Section 1.3. Consideration for Purchases..................................... 4 Section 1.4. Sale Termination Date........................................... 4 ARTICLE II CALCULATION OF PURCHASE PRICE .................................. 4 Section 2.1. Calculation of Purchase Price................................... 4 ARTICLE III PAYMENT OF PURCHASE PRICE ...................................... 5 Section 3.1. Initial Purchase Price Payment ................................. 5 Section 3.2. Subsequent Purchase Price Payments.............................. 6 Section 3.3. Settlement as to Specific Receivables........................... 6 Section 3.4. Settlement as to Dilution....................................... 7 Section 3.5. Reconveyance of Receivables..................................... 7 ARTICLE IV CONDITIONS OF PURCHASERS ....................................... 8 Section 4.1. Conditions Precedent to Initial Purchase ....................... 8 Section 4.2. Certification as to Representations and Warranties.............. 9 ARTICLE V REPRESENTATIONS AND WARRANTIES ............................. ... 9 Section 5.1. Representations of Seller ...................................... 9 ARTICLE VI COVENANTS OF SELLER............................................. 13 Section 6.1. Affirmative Covenants........................................... 13 Section 6.2. Reporting Requirements.......................................... 14 Section 6.3. Negative Covenants.............................................. 15 ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF THE RECEIVABLES .................................................... 16 Section 7.1. Rights of the Servicer ......................................... 16 Section 7.2. Responsibilities of Seller ..................................... 17 Section 7.3. Further Action Evidencing Purchases............................. 17 Section 7.4. Application of Collections...................................... 17 ARTICLE VIII INDEMNIFICATION................................................. 18 Section 8.1. Indemnities of Seller .......................................... 18 ARTICLE IX MISCELLANEOUS .................................................. 20 Section 9.1. Amendments, Etc. ............................................... 20
SECTION HEADING PAGE Section 9.2. Notices, Etc.................................................... 20 Section 9.3. No Waiver; Cumulative Remedies.................................. 20 Section 9.4. Binding Effect; Assignability................................... 20 Section 9.5. Governing Law................................................... 21 Section 9.6. Costs, Expenses and Taxes....................................... 21 Section 9.7. Submission to Jurisdiction...................................... 21 Section 9.8. Waiver of Jury Trial............................................ 21 Section 9.9. Captions and Cross References; Incorporation by Reference ..... 22 Section 9.10. Execution in Counterparts....................................... 22 Section 9.11. Acknowledgment and Agreement.................................... 22 Section 9.12. No Proceedings.................................................. 22
-ii- EXHIBITS -------- EXHIBIT A FORM OF PURCHASE REPORT EXHIBIT B FORM OF THE INITIAL PCA NOTE EXHIBIT C OFFICE LOCATIONS SCHEDULES --------- SCHEDULE 5.1(O) TRADE NAMES SCHEDULE 9.2 NOTICE ADDRESS -iii- RECEIVABLES SALE AGREEMENT THIS RECEIVABLES SALE AGREEMENT (as amended, supplemented or modified from time to time, this "AGREEMENT"), dated as of November 29, 2000, is between Packaging Corporation of America, a Delaware corporation ("SELLER"), as seller, and Packaging Credit Company, LLC, a Delaware limited liability company (the "COMPANY"), as purchaser. DEFINITIONS Unless otherwise indicated, certain terms that are capitalized and used throughout this Agreement are defined in Appendix A to the Credit and Security Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, (the "CREDIT AND SECURITY AGREEMENT"), among Packaging Receivables Company, LLC (the "2ND STEP PURCHASER"), Company, as initial Servicer, Blue Ridge Asset Funding Corporation, as a Lender, Wachovia Bank, N.A., individually as a Lender and as the agent for the Lenders (the "AGENT"). The following terms have the respective meanings indicated below: AVAILABLE FUNDS: As defined in Section 3.2 hereof. DEEMED COLLECTION: Amounts payable by Seller pursuant to Section 3.3 or 3.4. EXCESS FUNDS NOTE: A note evidencing the indebtedness of Seller to the Company pursuant to the Loan Agreement. INELIGIBLE RECEIVABLE: As defined in Section 3.3 hereof. INITIAL CLOSING DATE: As defined in Section 1.2 hereof. INITIAL CUT-OFF DATE: The Business Day immediately preceding the Initial Closing Date. INITIAL PCA NOTE: As defined in Section 3.1 hereof. LOAN AGREEMENT: A Loan Agreement dated as of the date hereof between Seller and the Company pursuant to which the Company shall loan funds to the Seller from the proceeds of the sale of the Receivables to the 2nd Step Purchaser. LOCKBOX ACCOUNTS: One or more lockbox accounts held in Lockbox Banks for receiving Collections from Receivables. MAXIMUM SELLER NOTE BALANCE: As of any date means an amount equal to the excess of (i) the Net Pool Balance over (ii) the sum of (a) the outstanding principal balance of all Loans made to the 2nd Step Purchaser under the Credit and Security Agreement and (b) the Triple-B Loss Reserve Amount, each as of such date. PURCHASE PRICE: As defined in Section 2.1 hereof. PURCHASE REPORT: As defined in Section 2.1 hereof. RELATED RIGHTS: As defined in Section 1.1(a) hereof. SALE INDEMNIFIED AMOUNTS: As defined in Section 8.1 hereof. SALE INDEMNIFIED PARTY: As defined in Section 8.1 hereof. SALE TERMINATION DATE: As defined in Section 1.4 hereof. SELLER MATERIAL ADVERSE EFFECT: With respect to any event or circumstance: (i) a Credit Event shall have occurred; (ii) a material adverse effect on the ability of Seller to perform its obligations under this Agreement or any other Transaction Document to which Seller is a party; (iii) a material adverse effect on the validity or enforceability as against Seller of this Agreement or any other Transaction Document to which Seller is a party; (iv) a material adverse effect on the status, existence, perfection, priority or enforceability of the Company's interest in the Receivables and the Related Rights; or (v) a material adverse effect on the validity, enforceability or collectability of a material portion of the Receivables. TRIPLE-B LOSS RESERVE AMOUNT: As of any date means an amount equal to the product of (i) the Net Pool Balance and (ii) the Loss Reserve as of the immediately preceding Cut-Off Date (except that such Loss Reserve shall be calculated with a multiple of 1.5 rather than 2.0). BACKGROUND 1. The Company is a limited liability company, all of the membership interests of which are wholly-owned by Seller. 2. Seller wishes to sell Receivables and Related Rights to the Company, and the Company is willing, on the terms and subject to the conditions set forth herein, to purchase Receivables and Related Rights from Seller. 3. The Company intends to sell the Receivables and Related Rights it purchases from Seller hereunder to the 2nd Step Purchaser and the 2nd Step Purchaser is willing, on the terms and subject to the conditions set forth in the Purchase and Sale Agreement, to purchase such Receivables and Related Rights from the Company. 4. The 2nd Step Purchaser intends to pledge its interests in the Receivables and Related Rights purchased from the Company as collateral for loans under the Credit and Security Agreement. -2- NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I AGREEMENT TO SELL SECTION 1.1. SALES. (a) AGREEMENT TO SELL. On the terms and subject to the conditions set forth in this Agreement (including Article V), and in consideration of the Purchase Price, from the Initial Closing Date until the Sale Termination Date, Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company agrees to purchase, and does hereby purchase from Seller, all of Seller's right, title and interest in and to: (i) each Receivable of Seller that existed and was owing to Seller as of the close of Seller's business on the Initial Cut-Off Date; (ii) each Receivable created or originated by the Seller from the close of the Seller's business on the Initial Cut Off Date, to and including the Sale Termination Date; (iii) all rights to, but not the obligations under, all related Contracts and all Related Security; (iv) all monies due or to become due with respect to the foregoing; (v) all books and records related to any of the foregoing; (vi) all Lockbox Accounts, all amounts on deposit therein and all related agreements between Seller and the Lockbox Banks, in each case to the extent constituting or representing items described in paragraph (vii) below; and (vii) all Collections in respect of, and other proceeds of, Receivables or any other of the foregoing (as defined in the UCC) received on or after the Initial Cut-Off Date including, without limitation, all funds which either are received by Seller, the Company, the Borrower or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of Receivables, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that Seller, the Company, the Borrower or the Servicer (if other than Seller) applies in the ordinary course of its business to amounts owed in respect of any Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of Seller, in its capacity as seller, set forth in each Transaction Document. The proceeds and rights described in subsections (iii) through (vii) of this Section 1.1(a) are herein collectively called the "RELATED RIGHTS." -3- (b) ABSOLUTE TRANSFER. It is the intention of the parties hereto that the conveyance of the Receivables and Related Rights by the Seller to the Company as provided in this Section 1.1 be, and be construed as, an absolute sale, without recourse, of such Receivables and Related Rights by the Seller to the Company. Furthermore, it is not intended that such conveyance be deemed a pledge of such Receivables and Related Rights by the Seller to the Company to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 1.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be a "security agreement" within the meaning of Article 9 of the UCC and the Seller hereby grants to the Company a "security interest" within the meaning of Article 9 of the UCC in all of the Seller's right, title and interest in and to such Receivables and Related Rights, now existing and hereafter created, to secure a loan in an amount equal to the aggregate Purchase Price therefor and the Seller's other payment obligations under this Agreement. SECTION 1.2. TIMING OF PURCHASES. (a) INITIAL CLOSING DATE PURCHASES. On the date of the first Loan under the Credit and Security Agreement (the "INITIAL CLOSING DATE") Seller shall sell to the Company, and the Company shall purchase, pursuant to Section 1.1, Seller's entire right, title and interest in (i) each Receivable that existed and was owing to Seller as of the close of Seller's business on the Initial Cut-Off Date, and (ii) all Related Rights with respect thereto. (b) REGULAR PURCHASES. After the Initial Closing Date, and continuing until the Sale Termination Date, each Receivable described in Section 1.1(a)(ii) hereof, and all the Related Rights with respect thereto, created or originated by Seller shall be sold by Seller to the Company (without any further action) upon the creation or origination of such Receivable. All such Receivables shall be sold to the Company on such date. SECTION 1.3. CONSIDERATION FOR PURCHASES. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to make all Purchase Price payments to Seller in accordance with Article III. SECTION 1.4. SALE TERMINATION DATE. The "SALE TERMINATION DATE" shall be the Termination Date under the Credit and Security Agreement. ARTICLE II CALCULATION OF PURCHASE PRICE SECTION 2.1. CALCULATION OF PURCHASE PRICE. On each Reporting Date (commencing with the first Reporting Date following the Initial Closing Date), the Servicer shall deliver to the Agent, Seller and the Company (if the Servicer is other than the Company) a report in substantially the form of Exhibit A (each such report being herein called a "PURCHASE REPORT") with respect to the Company's purchases of Receivables from Seller: (a) that arose on or prior to the Initial Cut-Off Date (in the case of the first Purchase Report to be delivered hereunder) and -4- (b) that arose during the Settlement Period immediately preceding such Reporting Date (in the case of each successive Purchase Report). Each Purchase Report shall designate the amount of such Receivables that were Eligible Receivables on the date of origination (or, in the case of Receivables transferred on the Initial Closing Date, on the Initial Closing Date). The "PURCHASE PRICE" (to be paid in accordance with the terms of Article III) for the Receivables and the Related Rights shall be determined in accordance with the following formula: PP = AUB - (AUB x FD) where: PP = Purchase Price (to be paid to Seller in accordance with the terms of Article III) as calculated on the relevant Reporting Date. AUB = (i) for purposes of calculating the Purchase Price on the Initial Closing Date, the aggregate Unpaid Balance of all Receivables that existed and were owing to Seller as measured as at the Initial Cut-Off Date, and (ii) for purposes of calculating the Purchase Price for Receivables on each Reporting Date thereafter, the aggregate Unpaid Balance of the Receivables described in Section 1.1(a)(ii) hereof that were generated by Seller during the immediately preceding Settlement Period. FD = the Factoring Discount. "FACTORING DISCOUNT" as measured on the Initial Closing Date or any Reporting Date means 1.40%; PROVIDED that the Factoring Discount may be revised with the mutual written consent of the Seller and the Company based upon a third party valuation report. ARTICLE III PAYMENT OF PURCHASE PRICE SECTION 3.1. INITIAL PURCHASE PRICE PAYMENT. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to pay to Seller on the Initial Closing Date the Purchase Price for the purchase to be made from Seller with respect to Receivables existing on or prior to the Initial Cut-Off Date (a) in cash in an amount equal to the amount received by the Company in connection with the initial sale of the Receivables and Related Rights made pursuant to the Purchase and Sale Agreement and (b) by the issuance of a promissory note in the form of Exhibit B to Seller (such promissory note, as it may be amended, supplemented, endorsed or otherwise modified from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being herein called the "INITIAL PCA NOTE") in the initial principal amount equal to the remainder of the Purchase Price owing on the Initial Closing Date after subtracting the amount paid in cash. -5- SECTION 3.2. SUBSEQUENT PURCHASE PRICE PAYMENTS. After the Initial Closing Date and until the termination of this Agreement pursuant to Section 9.4 hereof, the Purchase Price due pursuant to Section 2.1 for each Settlement Period shall be due on the related Settlement Date. As an advance payment of such Purchase Price, on each Business Day during a Settlement Period, the Company shall pay to Seller a portion of the Purchase Price due pursuant to Section 2.1 by depositing into such account, as Seller shall specify, immediately available funds from monies then held by or on behalf of the Company solely to the extent that such monies are not necessary to pay current expenses of the Company (in its reasonable discretion) (such available monies, the "AVAILABLE FUNDS") and provided that Seller has paid all amounts then owing by it hereunder. On each Reporting Date, the Servicer shall calculate the amount of the Purchase Price remaining to be paid by deducting from the Purchase Price the Available Funds that have been paid during the corresponding Settlement Period, and such amount due shall be identified in the Purchase Report. To the extent that the Available Funds were insufficient to pay the Purchase Price then due in full, the remaining portion of such Purchase Price shall be paid, first, by decreasing the principal amount of the Excess Funds Note, effective as of the last day of the related Settlement Period and second, if the balance of the Excess Funds Note has been reduced to zero, by increasing the balance of the Initial PCA Note, effective as of the last day of the related Settlement Period; PROVIDED, HOWEVER, that the aggregate of the principal amounts outstanding at any time under the Initial PCA Note may not exceed the Maximum Seller Note Balance; and PROVIDED FURTHER, that the amount of such decrease in the principal amount of the Excess Funds Note or increase in the principal amount of the Initial PCA Note on any Settlement Date may not account for more than 25% of the aggregate Purchase Price due with respect to the related Settlement Period (the "NON-CASH MONTHLY MAXIMUM"). To the extent that the amount due with respect to the related Settlement Period pursuant to Section 2.1 exceeds (x) the Available Funds plus (y) the Non-Cash Monthly Maximum (such excess amount, the "SHORTFALL"), the Seller shall contribute to the Company cash in an amount equal to such Shortfall, and the Company shall use such funds to repay the Shortfall. Seller shall make all appropriate record keeping entries with respect to the Excess Funds Note and the Initial PCA Note to reflect payments by the Company thereon and Seller's books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on the Excess Funds Note and the Initial PCA Note. Seller shall return the Excess Funds Note and the Initial PCA Note to the Company upon the final payment thereof after the termination of this Agreement pursuant to Section 9.4 hereof. SECTION 3.3. SETTLEMENT AS TO SPECIFIC RECEIVABLES. If an officer of Seller obtains knowledge or receives notice from the Company or the Agent that (a) on the day that any Receivable purchased hereunder was created or originated by Seller, (or, in the case of Receivables transferred on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(l) were not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(l) with respect to any Receivable is no longer true with respect to a Receivable (each such Receivable, an "INELIGIBLE RECEIVABLE"), then the Purchase Price with respect to Receivables that arose during the same Settlement Period in which such knowledge is obtained or notification is received shall be decreased by an amount equal to the Unpaid Balance of such Ineligible Receivable as of the related Settlement Date; PROVIDED, HOWEVER, that if there have been no purchases of Receivables (or insufficiently large purchases of Receivables to create a Purchase Price large enough to so reduce by the amount of such Unpaid Balances) from Seller during such Settlement Period, any amount owed by which the -6- Purchase Price payable to Seller would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of Seller, unless the Company will, absent such payment in cash, be unable to meet its obligations under the Purchase and Sale Agreement on the next occurring Settlement Date, in which case Seller shall make a cash payment on or before such Settlement Date) an increase in the principal amount of the Excess Funds Note or by payment within two Business Days after the related Reporting Date in cash by Seller to the Company by payment of same day funds; PROVIDED, FURTHER, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after such Settlement Date, the Company promptly shall deliver such funds to Seller. The enforcement of the obligations of Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. SECTION 3.4. SETTLEMENT AS TO DILUTION. Each Purchase Report shall include, in respect of the Receivables previously sold by Seller, a calculation of the aggregate net reduction in the aggregate Unpaid Balance of such Receivables owed by particular Obligors on account of any defective, rejected or returned merchandise or services, any cash discount, any incorrect billings or other adjustments, or setoffs in respect of any claims by the Obligor(s) thereof (whether such claims arise out of the same or a related or unrelated transaction), or any rebate or refund during the most recent Settlement Period. The Purchase Price to be paid to Seller for the Receivables generated during the Settlement Period for which such Purchase Report is delivered shall be decreased by the amount of such net reduction; PROVIDED, HOWEVER, that if there have been no purchases of Receivables (or insufficiently large purchases of Receivables to create a Purchase Price large enough to so reduce by the amount of such net reduction) from Seller during such Settlement Period, any amount owed by which the Purchase Price payable to Seller would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid by either (at the option of Seller, unless the Company will, absent such payment in cash, be unable to meet its obligations under the Purchase and Sale Agreement on the next occurring Settlement Date, in which case Seller shall make a cash payment on or before such Settlement Date) an increase in the principal amount of the Excess Funds Note or by payment within two Business Days after the related Reporting Date in cash by Seller to the Company by payment of same day funds. SECTION 3.5. RECONVEYANCE OF RECEIVABLES. In the event that Seller has paid (by effecting a Purchase Price reduction or otherwise) to the Company the full Unpaid Balance of any Receivable pursuant to Section 3.3 or 3.4, the Company shall reconvey such Receivable and all Related Rights with respect thereto, to Seller, without recourse, representation or warranty, but free and clear of all liens created by the Company; such reconveyed Receivables and all Related Rights shall no longer be subject to the terms of this Agreement (including any obligation to turn over Collections with respect thereto). -7- ARTICLE IV CONDITIONS OF PURCHASES SECTION 4.1. CONDITIONS PRECEDENT TO INITIAL PURCHASE. The initial purchase hereunder is subject to the condition precedent that the Company shall have received, on or before the Initial Closing Date, the following, each (unless otherwise indicated) dated the Initial Closing Date, and each in form, substance and date reasonably satisfactory to the Company and the Agent: (a) A copy of the resolutions of the Board of Directors of Seller approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of Seller; (b) Good standing certificate for Seller issued as of a recent date by the Secretary of State of Delaware; (c) A certificate of the Secretary or Assistant Secretary of Seller certifying the names and true signatures of the officers authorized on Seller's behalf to sign the Transaction Documents to be delivered by it (on which certificate the Company and Servicer (if other than Seller) may conclusively rely until such time as the Company and the Servicer shall receive from Seller a revised certificate meeting the requirements of this subsection (c); (d) The articles of incorporation of Seller, duly certified by the Secretary of State of Delaware as of a recent date, together with a copy of the by-laws of Seller, duly certified by the Secretary or Assistant Secretary of Seller; (e) Copies of the proper financing statements (Form UCC-1) that have been duly executed and name Seller as the assignor and the Company as the assignee (and the 2nd Step Purchaser, as assignee of the Company) of the Receivables and the Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's or the Agent's opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and Related Rights in which the ownership interest may be assigned to it hereunder; (f) A written search report from a Person satisfactory to Servicer and the Agent listing all effective financing statements that name Seller as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e) and those in favor of the agent pursuant to the Senior Credit Agreement shall cover any Receivable or any Related Right related to any Receivable) which is to be sold to the Company hereunder, and tax and judgment lien search reports from a Person satisfactory to Servicer and the Agent showing no evidence of such liens filed against Seller; (g) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company's satisfaction; -8- (h) The Initial PCA Note in favor of Seller, duly executed by the Company; and (i) A certificate from an officer of Seller to the effect that Servicer and Seller have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the following legend (or the substantive equivalent thereof): THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD BY PACKAGING CORPORATION OF AMERICA TO PACKAGING CREDIT COMPANY, LLC AND THEN SOLD BY PACKAGING CREDIT COMPANY, LLC TO PACKAGING RECEIVABLES COMPANY, LLC; AND A SECURITY INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED AND ASSIGNED BY PACKAGING RECEIVABLES COMPANY, LLC TO WACHOVIA BANK, N.A., AS AGENT. SECTION 4.2. CERTIFICATION AS TO REPRESENTATIONS AND WARRANTIES. Seller, by accepting the Purchase Price related to each purchase of Receivables (and Related Rights), shall be deemed to have certified that the representations and warranties contained in Article V are true and correct on and as of the day of such purchase, with the same effect as though made on and as of such day. ARTICLE V REPRESENTATIONS AND WARRANTIES SECTION 5.1. REPRESENTATIONS OF SELLER. In order to induce the Company to enter into this Agreement and to make purchases hereunder, Seller, in its capacity as seller under this Agreement, hereby makes the representations and warranties set forth in this Section 5.1. (a) ORGANIZATION AND GOOD STANDING. Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the state of its organization, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted. (b) DUE QUALIFICATION. Seller is duly licensed or qualified to do business in good standing, and has obtained all necessary approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such licensing, qualification or approvals, except where the failure to be so qualified or have such licenses or approvals would not have a Seller Material Adverse Effect. (c) POWER AND AUTHORITY; DUE AUTHORIZATION. Seller has (a) all necessary power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party and (ii) to own, sell, and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale and assignment and the performance of such obligations by all necessary action. (d) VALID SALE; BINDING OBLIGATIONS. Each sale of Receivables and Related Rights made by Seller pursuant to this Agreement shall constitute a valid sale, transfer, and assignment thereof to the Company, enforceable against creditors of, and purchasers from, Seller; and this Agreement constitutes, and each other Transaction Document to be signed by Seller, when duly executed and delivered, will constitute, a legal, valid, and binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or -9- other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or in law. (e) NO VIOLATION. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which Seller is a party and the fulfillment of the terms hereof or thereof will not (a) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under (i) Seller's organizational documents, or (ii) any material indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it is bound, (b) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such material indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument, other than the Transaction Documents, or (c) violate any law or any order, rule, or regulation applicable to it of any court or of any federal, state or foreign regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over it or any of its properties. (f) PROCEEDINGS. There is no litigation, investigation or proceeding pending, or to the best of Seller's knowledge, threatened, before any court, regulatory body, arbitrator, administrative agency, or other tribunal or governmental instrumentality (a) asserting the invalidity of any Transaction Document to which Seller is a party, (b) seeking to prevent the sale of Receivables and the Related Rights to the Company or the consummation of any of the other transactions contemplated by any Transaction Document to which Seller is a party, or (c) that would have a Seller Material Adverse Effect. No injunction, writ, temporary restraining order or order of any nature has been issued by any court or other regulatory body, arbitrator, administrative agency or other tribunal or governmental instrumentality purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any other Transaction Document, or directing that the transaction provided for herein or therein not be consummated as herein or therein provided. The Seller is generally subject to suit and it does not nor does any of its properties or revenues enjoy any right of immunity from judicial proceedings. (g) BULK SALES ACT. No transaction contemplated hereby requires compliance with any bulk sales act or similar law. (h) GOVERNMENT APPROVALS. Except for the filing of the UCC financing statements referred to in Article IV, all of which, at the time required in Article IV, shall have been duly made and shall be in full force and effect, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for Seller's due execution, delivery and performance of any Transaction Document to which it is a party. (i) FINANCIAL CONDITION. On the date hereof Seller is, and on the date of each transfer of a new Receivable hereunder (both before and after giving effect to such transfer), Seller shall be solvent. (j) FINANCIAL STATEMENTS AND ABSENCE OF CERTAIN MATERIAL ADVERSE CHANGES. (x) Each of the financial statements of Seller and its consolidated Subsidiaries previously or hereafter furnished to the Agent, fairly presents in all material respects the consolidated financial condition of Seller and its consolidated Subsidiaries, taken as a whole, as at the dates thereof and the results of their consolidated operations for the periods covered -10- thereby and each of such financial statements has been prepared in accordance with GAAP consistently applied (subject, in the case of interim financial statements, to customary year-end audit adjustments). (y) From December 31, 1999 through and including the date of the Initial Closing Date, there has been no material adverse change in Seller's consolidated financial condition, business or operations. Since the date of the Initial Closing Date, there has been no material adverse change in Seller's consolidated financial condition, business or operations that has had, or would reasonably be expected to have, a material adverse effect upon its ability to perform its obligations as an Originator, under the Transaction Documents when and as required, and no material adverse effect on the collectibility of any material portion of the Receivables. (z) Since the Initial Closing Date, no event has occurred which would have a Seller Material Adverse Effect. (k) MARGIN REGULATIONS. No use of any funds acquired by Seller under this Agreement will conflict with or contravene any of Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System from time to time. (l) QUALITY OF TITLE. (i) Each Receivable (together with the Related Rights with respect to such Receivable) which is to be sold to the Company hereunder is or shall be, at the time of such sale, owned by Seller, free and clear of any Lien and except Liens in favor of the agent pursuant to the Senior Credit Agreement. Whenever the Company makes a purchase of a Receivable hereunder, it shall have acquired a valid and perfected ownership interest (free and clear of any Lien, other than a Lien created by or arising through the Company, the Lenders or the Agent and except Liens in favor of the agent pursuant to the Senior Credit Agreement) in such Receivable and all Collections related thereto, and in Seller's entire right, title and interest in and to the Related Rights with respect thereto. (ii) No effective financing statement or other instrument similar in effect covering any Receivable or any Related Right is on file in any recording office except such as may be filed (1) in favor of Seller in accordance with the Contracts, (2) in favor of the Company in accordance with this Agreement, (3) in favor of the 2nd Step Purchaser in accordance with the Purchase and Sale Agreement (4) in favor of the Lenders or the Agent in accordance with the Credit and Security Agreement or in connection with any Lien arising solely as the result of any action taken by the Lender (or any assignee thereof) or by the Agent and (5) in favor of the agent pursuant to the Senior Credit Agreement. (m) ACCURACY OF INFORMATION. No information heretofore or contemporaneously furnished in writing (and prepared) by Seller, as seller, to the Company, the Lenders or the Agent for purposes of or in connection with any Transaction Document or any transaction contemplated hereby or thereby is, and no other written information hereafter furnished (and prepared) by Seller, as seller, to the Company, the Lenders, or the Agent pursuant to or in connection with any Transaction Document will be, inaccurate in any material respect as of the date it was furnished or (except as otherwise disclosed to the company at or prior to such time) as of the date as of which such information is -11- dated or certified, or contained or will contain any material misstatement of fact or omitted or will omit to state any material fact necessary to make such information not materially misleading. (n) OFFICES. Seller's principal place of business and chief executive office is located at the address set forth in Exhibit C, and the offices where Seller keeps all its books, records and documents evidencing the Receivables, the related Contracts and all other agreements related to such Receivables are located at the address specified in Exhibit C (or at such other locations, notified to Servicer (if other than Seller), the Company and the Agent in accordance with Section 6.1(f), in jurisdictions where all action required by Section 7.3 has been taken and completed). (o) TRADE NAMES. Except as disclosed on Schedule 5.1(o), Seller does not use any trade name other than its actual legal name. From and after the date that fell five (5) years before the date hereof, Seller has not been known by any legal name other than Packaging Corporation of America as of the date hereof, nor has Seller been the subject of any merger or similar change in structure, except as disclosed on Schedule 5.1(o). (p) TAXES. Seller has filed all material tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books. (q) COMPLIANCE WITH APPLICABLE LAWS. Seller is in compliance, in all material respects, with the requirements of all applicable laws, rules, regulations, and orders of all governmental authorities (including, without limitation, Regulation Z, laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy and all other consumer laws applicable to the Receivables and related Contracts), except where such noncompliance, individually or in the aggregate, would not have a Seller Material Adverse Effect. (r) RELIANCE ON SEPARATE LEGAL IDENTITY. Seller is aware that the Lenders and the Agent are entering into the Transaction Documents to which they are parties in reliance upon the Company's identity as a legal entity separate from Seller and any of its other Affiliates. (s) ELIGIBLE RECEIVABLES. Each Receivable included as an Eligible Receivable in the Net Pool Balance in connection with any computation or recomputation of the Borrowing Base is an Eligible Receivable on such date. (t) CREDIT AND COLLECTION POLICY. With respect to each Receivable, the Seller has complied in all material respects with its Credit and Collection Policy, and no change has been made to such Credit and Collection Policy since the date of this Agreement which would be reasonably likely to materially and adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables except for such changes as to which each of the Agent has received the notice required under Section 7.2(j) of the Credit and Security Agreement and has given its prior written consent thereto (which consent shall not be unreasonably withheld or delayed). (u) PAYMENTS TO SELLER. With respect to each Receivable sold to the Company by the Seller, the Company has given reasonably equivalent value to the Seller in consideration for such -12- Receivable and the Related Assets with respect thereto pursuant hereto and such transfer was not made for or on account of an antecedent debt. No transfer by the Seller of any Receivable is or may be voidable under any Section of the Bankruptcy Reform Act of 1978 (11 U.S.C. Sections 101 et seq.), as amended. (v) BORROWING BASE. As of each Borrowing Date made pursuant to the Credit and Security Agreement, after giving effect to the Loans to be made on such date made pursuant to the Credit and Security Agreement, the Borrowing Base is at least equal to the aggregate outstanding principal balance of the Advances made. ARTICLE VI COVENANTS OF SELLER SECTION 6.1. AFFIRMATIVE COVENANTS. From the date hereof until the Final Payout Date, Seller will, unless the Company and the Agent shall otherwise consent in writing: (a) COMPLIANCE WITH LAWS, ETC. Comply in all material respects with all applicable laws, rules, regulations and orders, including those with respect to the Receivables generated by it and the Contracts and other agreements related thereto, except where such noncompliance, individually or in the aggregate, would not have a Seller Material Adverse Effect. (b) PRESERVATION OF CORPORATE EXISTENCE. Preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would have a Seller Material Adverse Effect. (c) RECEIVABLES REVIEW. (i) At any time and from time to time, upon not less than ten (10) Business Days' notice (unless an Event of Default has occurred and is continuing (or the Agent believes in good faith that an Event of Default has occurred and is continuing), in which case no such notice shall be required) permit the Company and the Agent or their respective agents or representatives, (A) to examine, to audit and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of Seller relating to the Receivables, including, without limitation, the Contracts, and purchase orders and other agreements related thereto, and (B) to visit Seller's offices and properties for the purpose of examining such materials described in the foregoing clause (A) and discussing matters relating to the Receivables generated by Seller or Seller's performance hereunder with any of the officers or employees of Seller having knowledge of such matters; (ii) to meet with the independent auditors of Seller, to review such auditor's work papers and otherwise to review with such auditors the books and records of Seller with respect to the Receivables and the Related Rights; and (iii) without limiting the provisions of clause (i) next above, from time to time, at Seller's expense, permit certified public accountants or other auditors acceptable to the Agent to conduct a review of its books and records with respect to the Receivables and the Related Rights; provided that, so long as no Event of Default has occurred and is continuing, (x) such reviews described in clauses (i), (ii) and (iii) in this subsection (c) shall not be done more than two (2) times in any one calendar year and (y) Seller shall only be responsible for the costs and expenses of one such review described in clauses (i), (ii) and (iii) in this subsection (c) in any one calendar year. -13- (d) KEEPING OF RECORDS AND BOOKS OF ACCOUNT. Maintain an ability to recreate in all material respects records evidencing the Receivables generated by it in the event of the destruction of the originals thereof. (e) PERFORMANCE AND COMPLIANCE WITH RECEIVABLES AND CONTRACTS. At its expense timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts and all purchase orders and other agreements related to the Receivables. (f) LOCATION OF RECORDS. Keep its principal place of business and chief executive office, and the offices where it keeps its records concerning or related to Receivables, at the address(es) referred to in Exhibit C or, upon 30 days' prior written notice to the Company and the Agent, at such other locations in jurisdictions where all action required by Section 7.3 shall have been taken and completed. (g) CREDIT AND COLLECTION POLICIES. Comply in all material respects with its Credit and Collection Policy in connection with the Receivables and all Contracts related thereto. (h) SEPARATE CORPORATE EXISTENCE OF THE COMPANY. Take such actions as shall be required in order to maintain the separate identity of the Company separate and apart from Seller and its other Affiliates, including those actions set forth in Section 7.4 of the Credit and Security Agreement. SECTION 6.2. REPORTING REQUIREMENTS. From the date hereof until the Final Payout Date, Seller will, unless the Company and the Agent shall otherwise consent in writing, furnish to the Company and the Agent: (a) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in any event within 50 days after the end of each of the first three quarters of each fiscal year of the Seller, copies of its consolidated balance sheets and related statements of income and statements of cash flow, showing the financial condition of the Seller and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, together with a Certificate of Financial Officer in the form attached as Exhibit 7.2 to the Credit and Security Agreement executed by the chief financial officer or treasurer of the Seller; (b) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any event within 90 days after the end of each fiscal year of the Seller, copies of its consolidated balance sheets and related statements of income and statements of cash flow, showing the financial condition of the Seller and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, all audited by independent public accountants of recognized national standing acceptable to the Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Seller on a consolidated basis (except as noted therein) in accordance with GAAP consistently applied; (c) REPORTS TO SEC AND EXCHANGES. In addition to the reports required by subsections (a) and (b) next above, promptly upon the Agent's reasonable request, copies of -14- any reports or registration statements that the Seller files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securities; (d) ERISA. Promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller receives from the Pension Benefit Guaranty Corporation; (e) EVENTS OF DEFAULT, ETC. As soon as possible and in any event within five (5) Business Days after any Responsible Officer of the Seller obtains knowledge of the occurrence of any Event of Default or any Unmatured Default, a written statement of a Responsible Officer of the Seller setting forth details of such event and the action that such Loan Party will take with respect thereto; (f) PROCEEDINGS. As soon as possible and in any event within ten Business Days after any Responsible Officer of Seller has knowledge thereof, written notice to the Company and the Agent of (i) all pending proceedings and investigations of the type described in Section 5.1(f) not previously disclosed to the Company and/or the Agent which would reasonably be expected to have a Seller Material Adverse Effect and (ii) all material adverse developments that have occurred with respect to any previously disclosed proceedings and investigations which would reasonably be expected to have a Seller Material Adverse Effect; (g) CREDIT AND COLLECTION POLICY. Prompt notice of any material change in the character of Seller's business or, with not less than 15 Business Days' prior written notice, in the Credit and Collection Policy (together with a copy of such change); and (h) OTHER. Promptly, from time to time, such other information, documents, records or reports respecting the Receivables of Seller's performance as seller hereunder that the Company or the Agent may from time to time reasonably request in order to protect the interests of the Company, the Lenders, the Agent, or any other Affected Party under or as contemplated by the Transaction Documents. SECTION 6.3. NEGATIVE COVENANTS. From the date hereof until the Final Payout Date, Seller agrees that, unless the Agent shall otherwise consent in writing, it shall not: (a) SALES, LIENS, ETC. Except as otherwise provided herein or in any other Transaction Document, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Receivable or related Contract or other Related Right, or any interest therein, or any Collections thereon, or assign any right to receive income in respect thereof. (b) EXTENSION OR AMENDMENT OF RECEIVABLES. Except as otherwise permitted in Section 8.2(c) of the Credit and Security Agreement, extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any material term or condition of any Contract related thereto in any way that adversely affects the collectibility of any Receivable or any Lender's rights therein. -15- (c) RECEIVABLES NOT TO BE EVIDENCED BY PROMISSORY NOTES. Take any action to cause or permit any Receivable generated by it to become evidenced by any "instrument" (as defined in the applicable UCC), except in connection with the collection of overdue Receivables, provided that the original of such instrument is delivered to the Agent, duly endorsed. (d) CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS. Add or terminate any bank as a Lock-Box Bank from those listed in Schedule 6.1(o) of the Credit and Security Agreement or, after the Collection Account has been established pursuant to Section 7.1(i) of the Credit and Security Agreement, make any change in its instructions to Obligors regarding payments to be made to the Servicer or payments to be made to any Lock-Box Bank (except for a change in instructions solely for the purpose of directing Obligors to make such payments to another existing Lock-Box Bank), unless (i) the Agent shall have received prior written notice of such addition, termination or change and (ii) the Agent shall have received duly executed copies of Lock-Box Agreements in a form reasonably acceptable to the Agent with each new Lock-Box Bank. (e) DEPOSITS TO LOCK-BOX ACCOUNTS AND COLLECTION ACCOUNT. Deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account or the Collection Account, any cash or cash proceeds other than Collections of Receivables. (f) NAME CHANGE, OFFICES, RECORDS AND BOOKS OF ACCOUNTS. Change its name, identity or corporate structure (within the meaning of Section 9-402(7) of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Agent at least 15 Business Days' prior written notice thereof and (ii) prior to effectiveness of such change, delivered to the Agent all financing statements, instruments and other documents requested by the Agent in connection with such change or relocation. (g) DISPOSITION OF RECEIVABLES AND RELATED ASSETS. Except pursuant to this Agreement, sell, lease, transfer, assign or otherwise dispose of (in one transaction or in a series of transactions) any Receivables and Related Assets. (h) CHANGE IN CREDIT AND COLLECTION POLICY. Make any material change in the Credit and Collection Policy that would impair the collectibility of any significant portion of the Receivables or otherwise adversely affect the interests or remedies of the Company hereunder or the Agent or the Lenders under any Transaction Document. ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF THE RECEIVABLES SECTION 7.1. RIGHTS OF THE SERVICER. Seller hereby authorizes the Servicer (if other than Seller) or its respective designees to take any and all steps in Seller's name necessary or desirable, in its respective determination, to collect all amounts due under any and all Receivables, including, without limitation, endorsing Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the provisions of the related Contracts that concern payment and/or enforcement of rights to payment. -16- SECTION 7.2. RESPONSIBILITIES OF SELLER. Anything herein to the contrary notwithstanding: (a) COLLECTION PROCEDURES. Seller agrees to direct the Obligors, as promptly as practicable after an Event of Default, to make payments of Receivables directly to a Lock-Box Account that is the subject of a Lock-Box Agreement at a Lock-Box Bank. Seller further agrees to transfer any Collections (including any security deposits applied to the Unpaid Balance of any Receivable) that it receives directly to the Servicer (if other than Seller) within two Business Days of receipt thereof, and agrees that all such Collections shall be deemed to be received in trust for the Company; provided that, to the extent permitted pursuant to Section 3.2, Seller may retain such Collections as a portion of the Purchase Price then payable or apply such Collections to the reduction of the outstanding balance of the Initial PCA Note. (b) PERFORMANCE UNDER CONTRACT. Seller shall remain responsible for performing its obligations hereunder and under the Contracts, and the exercise by the Company or its designee of its rights hereunder shall not relieve Seller from such obligations. (c) POWER OF ATTORNEY. Seller hereby grants to the Servicer (if other than Seller) an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of Seller all steps necessary or advisable to indorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by Seller or transmitted or received by the Company (whether or not from Seller) in connection with any Receivable. SECTION 7.3. FURTHER ACTION EVIDENCING PURCHASES. Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Company may reasonably request in order to perfect, protect or more fully evidence the Company's ownership of the Receivables (and the Related Rights) purchased by the Company hereunder, or to enable the Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Company, Seller will: (a) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; and (b) mark the summary master control data processing records with the legend set forth in Section 4.1(i). Seller hereby authorizes the Company or its designee to file one or more financing or continuation statements, and amendments thereto and assignment thereof, relative to all or any of the Receivables (and the Related Rights) now existing or hereafter sold by Seller. If Seller fails to perform any of its agreements or obligations under this Agreement, the Company or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Company or its designee incurred in connection therewith shall be payable by Seller as provided in Section 9.6. SECTION 7.4. APPLICATION OF COLLECTIONS. Any payment by an Obligor in respect of any indebtedness owed by it to Seller in respect of any Contract shall, except as otherwise specified by -17- such Obligor or otherwise required by contract or law, be applied first, as a Collection of the Receivables of such Obligor, in the order of the age of such Receivables, starting with the oldest of such Receivables, and second, to any other indebtedness of such Obligor. ARTICLE VIII INDEMNIFICATION SECTION 8.1. INDEMNITIES OF SELLER. Without limiting any other rights which the Company may have hereunder or under applicable law, Seller hereby agrees to indemnify the Company and each of its permitted assigns, officers, directors, employees and agents (each of the foregoing Persons being individually called a "SALE INDEMNIFIED PARTY"), on demand, from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively called "SALE INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or as a result of arising out of or relating to this Agreement, the Receivables or the Related Rights, EXCLUDING, HOWEVER, (i) Sale Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Sale Indemnified Party, (ii) recourse for Sale Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor, (iii) Sale Indemnified Amounts that represent taxes based upon, or measured by, net income, or changes in the rate of tax or as determined by reference to the overall net income, of such Sale Indemnified Party, or (iv) Sale Indemnified Amounts that represent franchise taxes, taxes on, or in the nature of, doing business taxes or capital taxes. Without limiting the foregoing, the Seller shall indemnify each Sale Indemnified Party for Sale Indemnified Amounts arising out of or related to the following: (a) the transfer by Seller of an interest in any Receivable or Related Right to any Person other than the Company; (b) the breach of any representation or warranty made by Seller under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by Seller pursuant hereto or thereto which shall have been false or incorrect in any material respect when made or deemed made; (c) the failure by Seller to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (d) (i) the failure to vest and maintain vested in the Company an ownership interest in the Receivables and the Related Rights free and clear of any Lien (other than Liens imposed by the Credit Agreement), or (ii) the failure of the Company to vest in the Borrower an ownership interest in the Receivables and the Related Rights free and clear of any Lien, in either case other than a Lien arising solely as a result of an act of the Company, the Lenders or the Agent, whether existing at the time of the purchase of such Receivables or at any time thereafter; -18- (e) the failure of Seller to file with respect to itself, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables or purported Receivables generated by Seller, whether at the time of any purchase or at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable or purported Receivable generated by Seller (including, without limitation, a defense based on such Receivables or the related Contracts not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the services or merchandise related to any such Receivable or the furnishing of or failure to furnish such services or merchandise; (g) any failure of the Seller to perform its duties or obligations in accordance with the terms of this Agreement; (h) any product liability claim arising out of or in connection with services or merchandise with respect to any Receivable; (i) any tax or governmental fee or charge, all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Receivables generated by Seller or any Related Right connected with any such Receivables; (j) the commingling of Collections of Receivables at any time with other funds of the Seller; (k) any investigation, litigation or proceeding related to or arising from this Agreement or the transactions contemplated hereby or any other investigation, litigation or proceeding relating to the Seller or any of the Originators in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby (other than an investigation, litigation or proceeding relating to a dispute solely amongst the Lenders (or certain Lenders) and the Agent); or (l) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; excluding, however, (i) Sale Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Sale Indemnified Party, (ii) any indemnification which has the effect of recourse to Seller for non-payment of the Receivables due to credit problems of the Obligors, (iii) Sale Indemnified Amounts that represent taxes based upon, or measured by, net income or changes in the rate of tax or as determined by reference to the overall net income of such Sale Indemnified Party and (iv) Sale Indemnified Amounts that represent franchise taxes, taxes of, or in the nature of, doing business taxes or capital taxes. -19- If for any reason the indemnification provided above in this Section 8.1 is unavailable to a Sale Indemnified Party or is insufficient to hold such Sale Indemnified Party harmless, then Seller shall contribute to the amount paid or payable by such Sale Indemnified Party to the maximum extent permitted under applicable law. ARTICLE IX MISCELLANEOUS SECTION 9.1. AMENDMENTS, ETC. (a) The provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by Seller, the Company, the Agent and the Servicer (if other than Seller). (b) No failure or delay on the part of the Company, the Servicer, Seller or any third party beneficiary in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Company, the Servicer, or Seller in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Company or the Servicer under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder. SECTION 9.2. NOTICES, ETC. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by express mail or courier or by certified mail, postage-prepaid, or by facsimile, to the intended party at the address or facsimile number of such party set forth on Schedule 9.2 or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (i) if personally delivered or sent by express mail or courier or if sent by certified mail, when received, and (ii) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means. SECTION 9.3. NO WAIVER; CUMULATIVE REMEDIES. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 9.4. BINDING EFFECT; ASSIGNABILITY. This Agreement shall be binding upon and inure to the benefit of the Company, Seller and their respective successors and permitted assigns. Seller may not assign its rights hereunder or any interest herein without the prior written consent of the Company and the Agent; subject to Section 9.11, the Company may not assign its rights hereunder or any interest herein without the prior written consent of Seller and the Agent. The Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the date after the Sale Termination Date on which Seller has received payment in full for all Receivables and Related Rights conveyed pursuant to Section 1.1 hereof and has paid and performed all of its obligations hereunder in full. The rights and remedies with respect to any breach of any representation and warranty made by Seller pursuant to Article V -20- and the indemnification and payment provisions of Article VIII and Section 9.6 shall be continuing and shall survive any termination of this Agreement. SECTION 9.5. GOVERNING LAW. THIS AGREEMENT, 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 PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE INTERESTS OF THE COMPANY IN THE RECEIVABLES OR RELATED RIGHTS IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. SECTION 9.6. COSTS, EXPENSES AND TAXES. In addition to the obligations of Seller under Article VIII, Seller agrees to pay on demand: (a) all reasonable costs and expenses, including attorneys' fees, in connection with the enforcement against Seller of this Agreement and the other Transaction Documents executed by Seller; and (b) all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents, and agrees to indemnify each Sale Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. SECTION 9.7. SUBMISSION TO JURISDICTION. EACH PARTY HERETO HEREBY IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN THE STATE OF NEW YORK, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT; (B) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR UNITED STATES FEDERAL COURT; (C) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING; (D) CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SPECIFIED IN SECTION 9.2; AND (E) TO THE EXTENT ALLOWED BY LAW, AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECTION 9.7 SHALL AFFECT THE COMPANY'S RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING AGAINST SELLER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTIONS. SECTION 9.8. WAIVER OF JURY TRIAL. EACH PARTY HERETO EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. -21- SECTION 9.9. CAPTIONS AND CROSS REFERENCES; INCORPORATION BY REFERENCE. The various captions (including, without limitation, the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any underscored Section or Exhibit are to such Section or Exhibit of this Agreement, as the case may be. The Exhibits hereto are hereby incorporated by reference into and made a part of this Agreement. SECTION 9.10. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be as effective as delivery of a manually executed counterpart of a signature page to this Agreement. SECTION 9.11. ACKNOWLEDGMENT AND AGREEMENT. By execution below, Seller expressly acknowledges and agrees that on the date hereof the Company has assigned all of its rights, title, and interests in, to, and under this Agreement to the 2nd Step Purchaser pursuant to the Purchase and Sale Agreement (and the 2nd Step Purchaser may further assign such rights in accordance with the Purchase and Sale Agreement), and Seller consents to such assignment. Each of the parties hereto acknowledges and agrees that the 2nd Step Purchaser is a third party beneficiary of the rights of the Company arising hereunder and under the other Transaction Documents to which Seller is a party as seller. The Seller hereby further acknowledges that all provisions of this Agreement shall inure to the benefit of the 2nd Step Purchaser, including in the enforcement of any provision hereof to the extent set forth in the Purchase and Sale Agreement, but that the 2nd Step Purchaser shall not have any obligations or duties under this Agreement. The Seller hereby further acknowledges that the execution and performance of this Agreement are conditions precedent for the Agent and the Lenders to enter into the Credit and Security Agreement and that the agreement of the Agent and the Lenders to enter into the Credit and Security Agreement will directly or indirectly benefit the Seller and constitutes good and valuable consideration for the rights and remedies of the Agent and each Lender with respect hereto. SECTION 9.12. NO PROCEEDINGS. Seller agrees that it shall not institute against the Company, or join any other Person in instituting against the Company, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Event of Bankruptcy) as long as there shall not have elapsed one year plus one day since the Final Payout Date. The foregoing shall not limit Seller's right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than Seller. -22- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duty authorized, as of the date first above written. PACKAGING CREDIT COMPANY, LLC By /s/ Darla J. Vanas ----------------------------------- Name Printed: Darla J. Vanas ---------------------- Title: Assistant Secretary ----------------------------- PACKAGING CORPORATION OF AMERICA By /s/ Pamela A. Larson ----------------------------------- Name Printed: Pamela A. Larson ---------------------- Title: Treasurer ----------------------------- EXHIBIT A RECEIVABLES SALE AGREEMENT PURCHASE REPORT PACKAGING CREDIT COMPANY, LLC PACKAGING CORPORATION OF AMERICA as of (Date) CUT-OFF DATE Total Receivables $ Input Aggregate Unpaid Balance of AUB $ Calculated Receivables Purchaser's Total Investment PTI Fixed Factoring Discount FD Calculated Purchase Price (AUB - (AUB*FD)) PP Calculated Eligible Receivables $ Input Ineligible Receivables $ Input EXHIBIT B PROMISSORY NOTE (NON-NEGOTIABLE INITIAL PCA NOTE) [Effective Date] FOR VALUE RECEIVED, the undersigned, Packaging Credit Company, LLC, a Delaware limited liability company (the "COMPANY"), promises to pay to Packaging Corporation of America, a Delaware corporation ("SELLER"), on the terms and subject to the conditions set forth herein and in the Purchase Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Company from Seller pursuant to such Purchase Agreement, as such unpaid Purchase Price is shown in the records of Seller. 1. PURCHASE AGREEMENT. This promissory note (this "INITIAL PCA NOTE") is the Initial PCA Note described in, and is subject to the terms and conditions set forth in, that certain Receivables Sale Agreement of even date herewith (as the same may be amended or otherwise modified from time to time, the "PURCHASE AGREEMENT"), between Seller and the Company. Reference is hereby made to the Purchase Agreement for a statement of certain other rights and obligations of Seller and the Company. 2. DEFINITIONS. Capitalized terms used (but not defined) herein have the meanings assigned thereto in the Purchase Agreement and in Appendix A to the Credit and Security Agreement dated as of even date herewith among Packaging Receivables Company, LLC, the Company, as initial Servicer, Blue Ridge Asset Funding Corporation and Wachovia Bank, N.A., as Agent (as it may be amended or otherwise modified from time to time, the "CREDIT AND SECURITY AGREEMENT"). In addition, as used herein, the following terms have the following meanings: BANKRUPTCY PROCEEDINGS: As defined in clause (b) of paragraph 9 hereof. FINAL MATURITY DATE: The date that is one year and one day following the Final Payout Date. INTEREST PERIOD: The period from and including a Reporting Date (or, in the case of the first Interest Period, the date hereof) to but excluding the next Reporting Date. SENIOR INTEREST: Collectively, (i) the obligation of the Company and the Servicer to set aside, and to turn over, Collections and other proceeds of the Loans funded by the Agent and Lenders pursuant to the Credit and Security Agreement, (ii) any Indemnified Amounts and (iii) all other obligations of the Company that are due and payable to any Affected Party, together with all interest accruing on any such amounts after the commencement of any Bankruptcy Proceedings, notwithstanding any provision or rule of law that might restrict the rights of any Senior Interest Holder, as against the Company of anyone else, to collect such interest. SENIOR INTEREST HOLDERS: Collectively, the Lenders, the Agent, the other Affected Parties and the Indemnified Parties. 3. INTEREST. Subject to the provisions set forth below, the Company promises to pay interest on this Initial PCA Note as follows: (a) Prior to the Final Payout Date, the aggregate unpaid Purchase Price from time to time outstanding during any Interest Period shall bear interest at a rate per annum equal to the LIBO Rate as in effect from time to time on the first Business Day of each Settlement Period, as determined by Seller, plus 1.00%; and (b) From (and including) the Final Payout Date to (but excluding) the date on which the entire aggregate unpaid Purchase Price is fully paid, the aggregate unpaid Purchase Price from time to time outstanding shall bear interest at a rate per annum equal to the LIBO Rate as in effect from time to time on the first Business Day of each Settlement Period, as determined by Seller, plus 1.00%, but in no event in excess of the maximum rate permitted by law. In the event that, contrary to the intent of Seller and Company, Company pays interest hereunder and it is determined that such interest rate was in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal then due hereunder. 4. INTEREST PAYMENT DATES. Subject to the provisions set forth below, the Company shall pay accrued interest on this Initial PCA Note on each Settlement Date, and shall pay accrued interest on the amount of each principal payment made in cash on a date other than a Settlement Date at the time of such principal payment. 5. BASIS OF COMPUTATION. Interest accrued hereunder shall be computed for the actual number of days elapsed on the basis of a 360-day year. 6. PRINCIPAL PAYMENT DATES. Subject to the provisions set forth below, payments of the principal amount of this Initial PCA Note shall be made as follows: (a) The principal amount of this Initial PCA Note shall be reduced from time to time pursuant to Sections 3.2, 3.3, 3.4 and 7.2 of the Purchase Agreement; (b) The entire remaining unpaid balance of this Initial PCA Note shall be paid on the Final Maturity Date. Subject to the provisions set forth below, the principal amount of and accrued interest on this Initial PCA Note may be prepaid on any Business Day without premium or penalty. 7. PAYMENTS. All payments of principal and interest hereunder are to be made in lawful money of the United States of America. 8. ENFORCEMENT EXPENSES. In addition to and not in limitation of the foregoing, but subject to the provisions set forth below and to any limitation imposed by applicable law, the Company agrees to pay all expenses, including reasonable attorneys' fees and legal expenses, incurred by Seller in seeking to collect any amounts payable hereunder which are not paid when due. B-2 9. PROVISIONS REGARDING RESTRICTIONS ON PAYMENT. The Company covenants and agrees, and Seller, by its acceptance of this Initial PCA Note, likewise covenants and agrees on behalf of itself and any holder of this Initial PCA Note, that the payment of the principal amount of, and interest on, this Initial PCA Note is hereby expressly subject to certain restrictions set forth in the following clauses of this paragraph 9: (a) No payment or other distribution of the Company's assets of any kind or character, whether in cash, securities, or other rights or property, shall be made on account of this Initial PCA Note except to the extent such payment or other distribution is permitted under the Purchase Agreement and the Credit and Security Agreement; (b) In the event of any dissolution, winding up, liquidation, readjustment, reorganization or other similar event relating to the Company, whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors, or any other marshaling of the assets and liabilities of the Company or any sale of all or substantially all of the assets of the Company (such proceedings being herein collectively called "BANKRUPTCY PROCEEDINGS"), the Senior Interest shall first be paid and performed in full and in cash before Seller shall be entitled to receive and to retain any payment or distribution in respect to this Initial PCA Note. In order to implement the foregoing, Seller hereby irrevocably agrees that the Agent, in the name of Seller or otherwise, may demand, sue for, collect, receive and receipt for any and all such payments or distributions, and the file, prove and vote or consent in any such Bankruptcy Proceedings with respect to any and all claims of Seller relating to this Initial PCA Note, in each case until the Senior Interest shall have been paid and performed in full and in cash; (c) In the event that the Seller receives any payment or other distribution of any kind or character from the Company or from other source whatsoever, in respect of this Initial PCA Note, other than as expressly permitted by the terms of this Initial PCA Note, such payment or other distribution shall be received for the sole benefit of the Senior Interest Holders and shall be turned over by Seller to the Agent (for the benefit of the Senior Interest Holders) forthwith; (d) Notwithstanding any payments or distributions received by the Senior Interest Holders in respect of this Initial PCA Note, Seller shall not be subrogated to the rights of the Senior Interest Holders in respect of the Senior Interest; (e) The provisions set forth in this Section 9 are intended solely for the purpose of defining the relative rights of Seller, on the one hand, and the Senior Interest Holders on the other hand; (f) Seller shall not, until Final Payout Date, transfer, pledge or assign, or commence legal proceedings to enforce or collect this Initial PCA Note or any rights in respect hereof except as required by the Senior Credit Agreement; (g) Seller shall not, without the advance written consent of the Agent, commence, take any action to cause any other Person to commence, or join with any other Person in B-3 commencing, any Bankruptcy Proceedings with respect to the Company until the Final Payout Date shall have occurred; (h) If, at any time, any payment (in whole or in part) of any Senior Interest is rescinded or must be restored or returned by a Senior Interest Holder (whether in connection with Bankruptcy Proceedings or otherwise), these provisions shall continue to be effective or shall be reinstated, as the case may be, as though such payment had not been made; (i) Seller hereby waives; (i) notice of acceptance of these provisions by any of the Senior Interest Holders; (ii) notice of the existence, creation, non-payment or non-performance of all or any of the Senior Interest; and (iii) all diligence in enforcement, collection or protection of, or realization upon, the Senior Interest, or any thereof, or any security therefor; (j) These provisions constitute a continuing offer from the holder of this Initial PCA Note to all Persons who become the holders of, or who continue to hold, the Senior Interest; and these provisions are made for the benefit of the Senior Interest Holders, and the Agent or the Lenders may proceed to enforce such provisions on behalf of each of such Persons. 10. GENERAL. No failure or delay on the part of Seller in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power of right preclude any other or further exercise thereof or the exercise of any other power or right. No amendment, modification or waiver of, or consent with respect to, any provision of this Initial PCA Note shall in any event be effective unless (i) the same shall be in writing and signed and delivered by the Company and Seller and (ii) all consent required for such actions under the Transaction Documents shall have been received by the appropriate Persons. 11. NO NEGOTIATION. This Initial PCA Note is not negotiable. 12. GOVERNING LAW. THIS PROMISSORY NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 13. CAPTIONS. Paragraph captions used in this Initial PCA Note are for convenience only and shall not affect the meaning or interpretation of any provision of this Initial PCA Note. PACKAGING CREDIT COMPANY, LLC By ----------------------------------- Name Printed: ---------------------- Title: ----------------------------- B-4 EXHIBIT C OFFICE LOCATION WHERE RECORDS ARE KEPT 1900 West Field Court Lake Forest, Illinois 60045 [LIST OTHER LOCATIONS] 1001 113th Street Arlington, TX 76011 1610 Winbourne Ct. North Little Rock, AR 72116 21 Leigh Fisher Blvd. El Paso, TX 79906 2510 West Miller Road Garland, TX 75041 4240 Bandini Blvd. Vernon, CA 90023 9200 Old McGregor Road Waco, TX 76712 2325 C Statham Blvd. Oxnard, CA 93033 441 S. 53rd Avenue Phoenix, AZ 85043 1800 E. Plano Parkway Plano, TX 75074 4654 W. 1525 South Salt Lake City, UT 84104 460 W. 500 South Salt Lake City, UT 84101 9700 Frontage Road Southgate, CA 90280 2246 Udell Street Filer City, MI 49634 1824 Baltimore Street Middletown, OH 45055 555 Metro Place North Suite 500 Dublin, OH 43017 6247 Pine Street Burlington, WI 53105 5600 West Good Hope Rd. Milwaukee, WI 53223 901 Grimes Blvd. Lexington, NC 27292 114 Dixie Blvd. Morganton, NC 28655 6245 Woodlore Drive Acworth, GA 30101 1302 N. Salisbury Ave. Salisbury, NC 28144 3200 Lakewood Ave. S.W. East Point, GA 30344 305 Van Buren Road Bolivar, TN 38008 2313 N. William St. Goldsboro, NC 27530 212 Roelee St. Trinity, NC 27370 12105 Belton Honea Path Hwy. Honea Path, SC 29654 Highway 178 Donalds, SC 29654 112 Edwards Drive Jackson, TN 38301 C-2 3936 Fountain Valley Lane Knoxville, TN 37918 3240 Brittain Drive Newberry, SC 29108 3200 Hipack Drive Opelika, AL 36801 4300 Cheyene Drive Archdale, NC 27263 321 Industrial Park Rd. Rutherfordton, NC 28139 Highway 57 P.O. Box 33 Counce, TN 38326 N9090 County Road E Tomahawk, WI 54487 5495 Lake Park Clyarrville Road Clyarrville, GA 31601 32745 J Avenue Beaman, IA 50609 1201 Cornerstone Drive Windsor, CO 80550 3200 N. Lake Shore Drive #2702 Chicago, IL 60657 1110 Military Road Buffalo, NY 14217 705 South Division Street Colby, WI 54421 502 W. Center Street Conrad, IA 50621 5501 Brighton Blvd. Commerce City, CO 80022 C-3 7953 N.E. Beech Street Fridley, MN 55432 4300 Highway 55 Golden Valley, MN 55422 1402 South 17th Ave. Marshalltown, IA 50158 1821 NE Marshall St. Minneapolis, MN 55418 400 S. 45th Street East Muskogee, OK 74403 10854 Leroy Drive Northglenn, CO 80233 1002 Missouri Ave. Omaha, NE 68107 6363 John J. Pershing Drive Omaha, NE 68110 789 Elmgrove Rd. Bldg. #10 Rochester, NY 14624 2262 B Bluestone Hills Dr. Harrisonburg, VA 22801 659 Eastport Road Jacksonville, FL 32218 1200 W. Pike St. Grafton, WV 26354 400 Pleasant Valley Road Harrisonburg, VA 22801 2000 Jefferson Davis Hwy. Richmond, VA 23224 1005 Industry Circle S.E. Roanoke, VA 24013 2155 42nd Street NW Winter Haven, FL 33881 C-4 109 Arrowhead Drive Bldg. 2 Manheim, PA 17545 3785 Bryn Mawr Street Orlando, FL 32808 54 Shutterlee Mill Lane Staunton, VA 24401 1805 Colonial Drive Thomasville, GA 31792 217 Peach Street Vineland, NJ 08360 24 Park Side Ave. West Springfield, MA 01089 208 Lenoir Drive Winchester, VA 22603 708 Killian Road Akron, OH 44319 929 Faultless Drive Ashland, OH 44805 520 South First Street Gas City, IN 46933 P.O. Box 127 Middletown, OH 45042 P.O. Box 4610 Newark, OH 43058 One 28th Street Pittsburgh, PA 15222 408 East St. Clair Vincennes, IN 47591 533 Mt. Tom Road Northampton, MA 01060 5405 Glenway Drive Brighton, MI 48116 C-5 925 North Godfrey Street Allentown, PA 18103 8301 Sherwick Court Jessup, MD 20794 33 Glenn Avenue Chelmsford, MA 01824 1106 Industrial Park Drive Edmore, MI 48829 3251 Chicago Drive S.W. Grandville, MI 49418 435 Gitts Run Road Hanover, PA 17331 1530 Fruitville Pike Lancaster, PA 17601 525 Mt. Tom Road Northampton, MA 01060 936 Sheldon Road Plymouth, MI 48170 4471 Steelway Blvd. South Liverpool, NY 13088 2207 Traversfield Drive Traverse City, MI 49686 7451 Cetronia Road Allentown, PA 18106 20400 Old Rome State Rd. Watertown, NY 13601 C-6 SCHEDULE 5.1 (o) TRADE NAMES None SCHEDULE 9.2 NOTICE ADDRESSES Seller: 1900 West Field Court Lake Forest, Illinois 60045 Attn: Fran Hori Telephone: 847-482-3719 Telecopy: 847-482-4516 Company: 1900 West Field Court Lake Forest, Illinois 60045 Attn: Fran Hori Telephone: 847-482-3719 Telecopy: 847-482-4516