Jsce Inc Watch

from 10-Q 20 pages Amendment No. 2 and Waiver Dated as of March 31, 2004 (This "Amendment"), to the Third Amended and Restated Credit Agreement Dated as of September 26, 2002 (As Amended by Amendment No. 1 Dated as of June 30, 2003, the "Credit Agreement"), Among Jefferson Smurfit Corporation (U.S.), a Delaware Corporation (The "Borrower"); Smurfit-Stone Container Corporation, a Delaware Corporation ("Sscc"); Jsce, Inc., a Delaware Corporation ("Jsce"); the Lenders (As Defined in the Credit Agreement); the Managing Agents (As Defined in the Credit Agreement); the Fronting Banks (As Defined in the Credit Agreement); Jpmorgan Chase Bank, a New York Banking Corporation Formerly Known as the Chase Manhattan Bank ("Jpmorgan"), and Deutsche Bank Trust Company Americas, a New York Banking Corporation Formerly Known as Bankers Trust Company ("Db"), as Senior Managing Agents (In Such Capacity, the "Senior Managing Agents") for the Lenders; and Jpmorgan, as Administrative Agent (In Such Capacity, the "Administrative Agent") and Collateral Agent (In Such Capacity, the "Collateral Agent") for the Lenders, and as Swingline Lender (In Such Capacity, the "Swingline Lender"). A. Pursuant to the Terms and Subject to the Conditions Contained in the Credit Agreement, the Lenders, the Swingline Lender and the Fronting Banks Have Extended, and Have Agreed to Extend, Credit to the Borrower. B. the Borrower, Sscc and Jsce Have Requested That the Credit Agreement Be Amended as Set Forth Herein. C. the Lenders Are Willing So to Amend the Credit Agreement Pursuant to the Terms and Subject to the Conditions Set Forth Herein. D. Capitalized Terms Used but Not Otherwise Defined Herein Shall Have the Meanings Assigned to Them in the Credit Agreement. Accordingly, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows