Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement among Jefferson Smurfit Corporation (U.S.), Smurfit-Stone Container Corporation, JSCE, Inc., and Lenders

Exhibit 10.1

        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:

        SECTION 1. Amendments. Article VII of the Credit Agreement is hereby amended as follows:

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

        "SECTION 7.14. Consolidated EBITDA. (a) Prior to the Stone Transaction Date, permit Consolidated EBITDA for any four fiscal quarter period ending on a date set forth below to be less than the amount opposite such date:

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

        "SECTION 7.15. Interest Coverage Ratio. (a) Prior to the Stone Transaction Date, permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense for any four fiscal

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quarter period ending on a date set forth below to be less than the ratio set forth opposite such date:

        (b)   Following the Stone Transaction Date, permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense for any four fiscal quarter period ending on a date set forth below to be less than the ratio set forth opposite such date:

        SECTION 2. Waiver. The Lenders hereby waive any Default or Event of Default that may have arisen as a result of the failure of the Borrower, SSCC and JSCE to comply with the provisions of Section 7.14(a) and Section 7.15(a) of the Credit Agreement prior to the effectiveness of this Amendment and with respect to, but only with respect to, the four fiscal quarter period ending on March 31, 2004.

        SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrower, SSCC and JSCE represents and warrants to each other party hereto that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article IV of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no Default or Event of Default has occurred and is continuing.

        SECTION 4. Effectiveness. This Amendment shall become effective as of the date first written above on the date on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, SSCC, JSCE and the Required Lenders.

        SECTION 5. Amendment Fee. The Borrowers agree to pay to the Administrative Agent for the account of each Lender that executes and delivers to the Administrative Agent (or its counsel) a copy of this Amendment at or prior to 5:00 p.m., New York City time, on April 19, 2004 (the "Signing Date"), an amendment fee (the "Amendment Fee") in an amount equal to 0.05% of the sum of such Lender's Revolving Credit Commitment (whether used or unused) and the principal amount of such Lender's outstanding Term Loans, in each case as of the Signing Date. The Amendment Fee shall be payable upon and subject to the effectiveness of this Amendment in accordance with Section 4 hereof. Once paid, the Amendment Fee shall not be refundable under any circumstances.

        SECTION 6. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Managing Agents, the Fronting Banks, the Senior Managing Agents, the Administrative Agent, the Collateral Agent, the Swingline Lender, the Borrower, SSCC, JSCE or the Guarantors under the Credit Agreement or any other Loan Document, and

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shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

        SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

        SECTION 8. Acknowledgment. Each of the undersigned Guarantors hereby acknowledges receipt of this Amendment and its review of the terms and conditions hereof. Each of the undersigned Guarantors hereby consents to the terms and conditions of this Amendment and hereby confirms its guarantee under the Guarantee Agreements to which it is a party and agrees that such guarantee shall continue to be in full force and effect and shall accrue to the benefit of the Lenders.

        SECTION 9. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

        SECTION 10. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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

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Exhibit 10.1