EXHIBIT 10.1

                                 FIRST AMENDMENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT
                                   AND CONSENT

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT AND CONSENT
(this  "Amendment"),  dated as of August  22,  2008,  is by and among  ROCK-TENN
COMPANY, a Georgia  corporation (the "Company"),  ROCK-TENN COMPANY OF CANADA, a
Nova Scotia unlimited  liability company the "Canadian  Borrower",  and together
with the Company,  the  "Borrowers"),  the Guarantors,  the Lenders  signatories
hereto, and WACHOVIA BANK,  NATIONAL  ASSOCIATION,  as Administrative  Agent and
Collateral Agent and BANK OF AMERICA, N.A., acting through its Canada branch, as
Canadian Agent.

                              W I T N E S S E T H:

     WHEREAS,  pursuant to that certain  Amended and Restated  Credit  Agreement
dated as of March 5, 2008,  among the  Borrowers,  the  Guarantors,  the Lenders
party thereto,  the  Administrative  Agent and the Canadian Agent (as previously
amended, modified or supplemented, the "Existing Credit Agreement"), the Lenders
have extended  commitments  to make certain credit  facilities  available to the
Borrowers;

     WHEREAS,  the  Borrowers  have  requested  that the Lenders  agree to amend
certain provisions of the Existing Credit Agreement; and

     WHEREAS,  the  Administrative  Agent,  the Canadian  Agent and the Required
Lenders  are  willing  to make such  amendments  upon the  terms and  conditions
contained in this Amendment;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which  are  hereby  acknowledged,  and in  consideration  of the
agreements herein contained, the parties hereby agree as follows:

                                     PART I
                                   DEFINITIONS

          SUBPART 1.1. Certain  Definitions.  Unless otherwise defined herein or
     the context otherwise requires, the following terms used in this Amendment,
     including its preamble and recitals, have the following meanings:

               "Amended Credit Agreement" means the Existing Credit Agreement as
          amended hereby.

               "First Amendment Effective Date" is defined in Part IV.

          SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
     context  otherwise  requires,  terms used in this Amendment,  including its
     preamble and  recitals,  have the meanings  provided in the Amended  Credit
     Agreement.

<PAGE>

                                     PART II
                     AMENDMENTS TO EXISTING CREDIT AGREEMENT

     Effective  on  (and  subject  to the  occurrence  of) the  First  Amendment
Effective  Date, the Existing  Credit  Agreement is hereby amended in accordance
with this Part II. Except as so amended,  the Existing  Credit  Agreement  shall
continue in full force and effect.

          SUBPART 2.1. Amendments to Section 1.1.

          (a) The definition of "Permitted Securitization Transaction" set forth
     in Section 1.1 of the Existing  Credit  Agreement is hereby  amended in its
     entirety to read as follows:

               "Permitted Securitization  Transaction" means the transfer by the
          Company   or  one  or  more   of  its   Restricted   Subsidiaries   of
          Securitization   Assets  to  one  or  more  Permitted   Securitization
          Subsidiaries and the related financing of such Securitization  Assets;
          provided that (i) such  transaction  results in a legal "true sale" of
          receivables,  (ii) such transaction is non-recourse to the Company and
          its  Restricted  Subsidiaries,   except  for  Standard  Securitization
          Undertakings,  (iii) the aggregate Attributed Principal Amount for all
          Permitted  Securitization  Transactions at any time outstanding  shall
          not exceed  $200,000,000  and (iv) an amount  equal to the proceeds of
          any borrowings after the Closing Date under a Permitted Securitization
          Transaction  shall be used to prepay Swingline Loans,  Revolving Loans
          and cash  collateralize  Bankers'  Acceptances in accordance  with the
          terms of Section 2.10(b)(iii).

          (b) The definition of "Permitted Securitization  Subsidiary" set forth
     in Section 1.1 of the Existing  Credit  Agreement is hereby  amended in its
     entirety to read as follows:

               "Permitted Securitization Subsidiary" means any Subsidiary of the
          Company  that  (i)  is  directly  or  indirectly  wholly-owned  by the
          Company,  (ii)  is  formed  and  operated  solely  for  purposes  of a
          Permitted  Securitization  Transaction,  (iii) is "bankruptcy remote",
          (iv) has organizational documents which limit the permitted activities
          of such  Permitted  Securitization  Subsidiary to the  acquisition  of
          Securitization  Assets  from  the  Company  or  one  or  more  of  its
          Subsidiaries,  the  securitization of such  Securitization  Assets and
          activities  necessary or  incidental  to the  foregoing  and (v) meets
          S&P's   requirements   for  special   purpose   entities   engaged  in
          securitization of assets.

          (c) The definition of "Standard Securitization  Undertaking" set forth
     in Section 1.1 of the Existing  Credit  Agreement is hereby  amended in its
     entirety to read as follows:

               "Standard Securitization  Undertakings" means (i) any obligations
          and undertakings of the Company or any Restricted  Subsidiary on terms
          and conditions  consistent  with the sale treatment of  Securitization
          Assets  in a  transaction  that  results  in a legal  "true  sale"  of
          Securitization Assets and (ii) any obligations and undertakings of the
          Company  or  any  Restricted  Subsidiary  not  inconsistent  with  the
          treatment of the transfer of Securitization Assets in a transaction as
          a  legal  "true  sale"  and  otherwise   consistent   with   customary
          securitization  undertakings  in  the  United  States;  provided  that
          Standard Securitization Undertakings shall not include any guaranty or
          other obligation of the Company and its Restricted  Subsidiaries  with
          respect to any Securitization Asset that is not collected, not paid or
          otherwise  uncollectible  on  account of the  insolvency,  bankruptcy,
          creditworthiness  or  financial  inability  to pay  of the  applicable
          obligor with respect to such Securitization Asset.

                                       2
<PAGE>


          (d) The following definitions are added to Section 1.1 of the Existing
     Credit Agreement in appropriate alphabetical order:

               "Attributed  Principal Amount" means, on any day, with respect to
          any Permitted  Securitization  Transaction,  the aggregate  principal,
          stated  or  invested  amount  of (a)  outstanding  loans  made  to the
          relevant  Permitted  Securitization  Subsidiary  under such  Permitted
          Securitization   Transaction  or  (b)  notes,   bonds  or  other  debt
          instruments,  beneficial  interests  in a trust,  undivided  ownership
          interests  in  receivables  or  other   securities   issued  for  cash
          consideration by the relevant Permitted  Securitization  Subsidiary to
          the relevant  lenders or purchasers of such  instruments  or interests
          under such  Permitted  Securitization  Transaction,  in each case, the
          proceeds  of which  are  used to  finance,  in  whole or in part,  the
          purchase by such Permitted Securitization Subsidiary of Securitization
          Assets in such Permitted Securitization Transaction.

               "Securitization  Assets"  means any  accounts  receivable,  notes
          receivable,   rights   to   future   lease   payments   or   residuals
          (collectively,  the "Receivables") owed to or owned by the Borrower or
          any  Subsidiary  (whether  now  existing or arising or acquired in the
          future),  all collateral securing such Receivables,  all contracts and
          contract  rights,  purchase  orders,   records,   security  interests,
          financing  statements  or  other  documentation  in  respect  of  such
          Receivables and all guarantees,  letters of credit, insurance or other
          agreements or arrangements  supporting or securing  payment in respect
          of such Receivables,  all lockboxes and collection accounts in respect
          of  such  Receivables  (but  only to the  extent  such  lockboxes  and
          collection  accounts contain only  Receivables  subject to a Permitted
          Securitization  Transaction),  all  collections  and  proceeds of such
          Receivables and other assets which are of the type customarily granted
          or  transferred  in  connection   with   securitization   transactions
          involving receivables similar to such Receivables.

          SUBPART 2.2 Amendment to Section 6.2. Subsection (k) of Section 6.2 of
     the Existing Credit  Agreement is hereby amended in its entirety to read as
     follows:

               (k) Liens  existing  or deemed  to exist in  connection  with any
          Permitted Securitization Transaction,  but only to the extent that any
          such  Lien  relates  to the  applicable  Securitization  Assets  sold,
          contributed,  financing or otherwise  conveyed or pledged  pursuant to
          such transaction;

          SUBPART 2.3 Amendment to Section 6.4. Subsection (f) of Section 6.4 of
     the Existing Credit  Agreement is hereby amended in its entirety to read as
     follows:

               (f) the Borrowers and the  Restricted  Subsidiaries  may transfer
          Securitization  Assets for fair market value to one or more  Permitted
          Securitization  Subsidiaries  so  long  as  such  transfer  is made to
          consummate a Permitted Securitization Transaction;

          SUBPART 2.4 Amendment to Section 6.11.  Section 6.11 is hereby amended
     in its entirety to read as follows:

                                       3
<PAGE>

          6.11  Limitation on  Securitization  Undertakings of the Borrowers and
     Restricted Subsidiaries.

          The Borrowers will not, and will not permit any Restricted  Subsidiary
     to,  incur or become  obligated  in  respect of any  Indebtedness  or other
     obligation in  connection  with any  Permitted  Securitization  Transaction
     other  than  Funded   Debt  (i)   resulting   from  the   transfer  of  any
     Securitization  Assets  in  connection  with  a  Permitted   Securitization
     Transaction so long as such Funded Debt is non-recourse as to the Borrowers
     and  any  Restricted   Subsidiary   (except  for  Standard   Securitization
     Undertakings) and (ii) consisting of Standard Securitization Undertakings.

          SUBPART 2.5  Amendment to Section  6.18.  Section 6.18 of the Existing
     Credit Agreement is hereby amended in its entirety to read as follows:

          6.18  Prepayment and Amendment of Certain Debt;  Designation of Senior
     Debt.

          The Borrowers will not, and will not permit any Restricted  Subsidiary
     to:

               (a) redeem,  repurchase,  defease,  purchase prior to maturity or
          prepay the 2011 Senior Notes,  the 2013 Senior Notes,  the 2016 Senior
          Notes or any  Subordinated  Debt,  except (i) in  connection  with any
          refinancing of the 2011 Senior Notes,  the 2013 Senior Notes, the 2016
          Senior  Notes  or any  Subordinated  Debt  permitted  by the  terms of
          Section 6.3, and (ii) redemptions, repurchases, defeasances, purchases
          or  prepayments  of the 2011 Senior Notes and/or the 2013 Senior Notes
          in an  aggregate  amount  not to exceed (1)  $50,000,000  for all such
          redemptions, repurchases, defeasances, purchases or prepayments of the
          2011 Senior  Notes  and/or the 2013 Senior  Notes made in any 12-month
          period and (2)  $100,000,000  for all such  redemptions,  repurchases,
          defeasances,  purchases or prepayments of the 2011 Senior Notes and/or
          the 2013 Senior Notes made after the Closing Date;  provided  that, in
          the case of any such redemption,  repurchase,  defeasance, purchase or
          prepayment  described  in this  clause (ii) (A) no Default or Event of
          Default  has  occurred  and is  continuing  or  would be  directly  or
          indirectly  caused as a result  thereof and (B) after giving effect to
          any such redemption,  repurchase,  defeasance, purchase or prepayment,
          the Borrowers shall have  availability  under the Aggregate  Revolving
          Committed Amount of at least  $300,000,000;  and provided further that
          if the Leverage  Ratio both before and after giving effect to any such
          redemption,  repurchase,  defeasance,  purchase or prepayment on a Pro
          Forma  Basis does not  exceed  3.00 to 1.00 and if the  conditions  in
          clause (A) and (B) above have been  satisfied,  the  Borrower may make
          additional  redemptions,   repurchases,   defeasances,   purchases  or
          prepayments  of the 2011 Senior  Notes  and/or the 2013  Senior  Notes
          pursuant  to this  clause  (ii) in an  aggregate  amount  for all such
          additional  redemptions,   repurchases,   defeasances,   purchases  or
          prepayments not to exceed  $75,000,000 (it being understood and agreed
          that any redemption, repurchase, defeasance, purchase or prepayment of
          the 2011 Senior  Notes  and/or the 2013 Senior Notes that is permitted
          by  this  subsection  at the  time  it is  made  shall  thereafter  be
          permitted by this subsection  regardless of whether the conditions set
          forth in clauses (A) and (B) above continue to be satisfied;

               (b)  amend,  modify,  waive or extend or  permit  the  amendment,
          modification,  waiver  or  extension  of  any  term  of  any  document
          governing or relating to the 2011 Senior Notes, the 2013 Senior Notes,
          the 2016  Senior  Notes or any  Subordinated  Debt in a manner that is
          adverse to the interests of the Lenders; or

                                       4
<PAGE>

               (c) designate any  Indebtedness  of a Borrower or any  Restricted
          Subsidiary as "Senior Indebtedness",  "Designated Senior Indebtedness"
          or  any  similar   designation  under  any  agreement   governing  any
          Subordinated  Debt of a Borrower or any Restricted  Subsidiary,  other
          than  Indebtedness   under  the  Credit  Documents,   Secured  Hedging
          Agreements and the Senior Note Indentures,  and any other Indebtedness
          subject to a Permitted  Lien,  together with any  refinancing  thereof
          permitted pursuant to Section 6.3.

                                    PART III
                                     CONSENT

     In connection  with this  Amendment,  the Credit Parties and the Collateral
Agent  intend  to enter  into a  corresponding  amendment  to the U.S.  Security
Agreement (Non-Shared Collateral) in order to make certain conforming changes to
that  document and clarify that the Liens  granted  pursuant to such document do
not extend to  Securitization  Assets.  The Required Lenders hereby  acknowledge
that they have received and been informed as to the terms and conditions of such
amendment, and hereby consent to and hereby direct the Collateral Agent to enter
into such amendment to the U.S. Security  Agreement  (Non-Shared  Collateral) in
the form of the amendment thereto attached as Exhibit A to this Amendment and to
amend any applicable UCC financing  statement  consistent  with the amendment to
the U.S.  Security  Agreement  (Non-Shared  Collateral).  The consent  contained
herein shall be effective only to the extent  specifically  set forth herein and
shall not be deemed a consent to any transaction or future action on the part of
any Credit Party  requiring  the Lenders  consent or approval  under the Amended
Credit Agreement.

                                     PART IV
                           CONDITIONS TO EFFECTIVENESS

     This  Amendment  shall be and become  effective  as of the date hereof (the
"First  Amendment  Effective Date") when all of the conditions set forth in this
Part IV shall have been satisfied, and thereafter this Amendment shall be known,
and may be referred to, as the "First Amendment."

          SUBPART   4.1.   Execution   of   Counterparts   of   Amendment.   The
     Administrative Agent shall have received counterparts (or other evidence of
     execution, including telephonic message, satisfactory to the Administrative
     Agent) of this Amendment,  which collectively shall have been duly executed
     on behalf of the Borrowers, the Guarantors and the Required Lenders.

          SUBPART 4.2 No Default.  No Default or Event of Default shall exist on
     the First Amendment Effective Date.

          SUBPART  4.3  Accuracy  of   Representations   and   Warranties.   The
     representations  and warranties of the Credit Parties  contained in Article
     III of the Amended Credit Agreement or any other Credit Document,  or which
     are contained in any document  furnished at any time under or in connection
     herewith or therewith,  shall be true and correct in all material  respects
     on and as of the First  Amendment  Effective  Date  (except for those which
     expressly relate to an earlier date).

          SUBPART 4.4 Other Fees and Out of Pocket Costs.  The  Borrowers  shall
     have  paid  any and  all  reasonable  out-of-pocket  costs  (to the  extent
     invoiced)  incurred by the  Administrative  Agent,  the Collateral Agent or
     Wachovia Capital  Markets,  LLC (including the reasonable fees and expenses
     of the  Administrative  Agent's and the Collateral  Agent's legal counsel),
     and all other fees and other amounts payable to the  Administrative  Agent,
     the  Collateral  Agent or Wachovia  Capital  Markets,  LLC, in each case in
     connection with the arrangement,  negotiation,  preparation,  execution and
     delivery of this  Amendment and the  administration  of the Amended  Credit
     Agreement.

                                       5
<PAGE>

                                     PART V
                                  MISCELLANEOUS

          SUBPART 5.1 Cross-References. References in this Amendment to any Part
     or Subpart are, unless otherwise specified, to such Part or Subpart of this
     Amendment.

          SUBPART 5.2.  Instrument  Pursuant to Existing Credit Agreement.  This
     Amendment is a Credit  Document  executed  pursuant to the Existing  Credit
     Agreement  and shall  (unless  otherwise  expressly  indicated  therein) be
     construed,  administered  and  applied  in  accordance  with the  terms and
     provisions of the Amended Credit Agreement.

          SUBPART  5.3.  References  in Other  Agreements.  At such time as this
     Amendment  shall  become  effective  pursuant  to the terms of Part IV, all
     references  in the Credit  Documents  to the  "Credit  Agreement"  shall be
     deemed to refer to the Amended Credit Agreement.

          SUBPART 5.4.  Representations  and  Warranties of the Credit  Parties.
     Each  Credit  Party  hereby  represents  and  warrants  that (a) it has the
     requisite  power  and  authority  to  execute,  deliver  and  perform  this
     Amendment,  (b) it is duly  authorized  to, and has been  authorized by all
     necessary action, to execute,  deliver and perform this Amendment,  (c) the
     representations  and  warranties  contained  in Article  III of the Amended
     Credit Agreement are true and correct in all material respects on and as of
     the date  hereof  as though  made on and as of such  date and after  giving
     effect to the amendments contained herein (except for those which expressly
     relate to an earlier  date) and (d) no  Default or Event of Default  exists
     under the  Existing  Credit  Agreement  on and as of the date  hereof  both
     before and after giving effect to the amendments contained herein.

          SUBPART  5.5.  Counterparts.  This  Amendment  may be  executed by the
     parties hereto in several counterparts, each of which shall be deemed to be
     an original and all of which shall constitute together but one and the same
     agreement.  Delivery of executed counterparts of this Amendment by telecopy
     shall be  effective as an original  and shall  constitute a  representation
     that an original will be delivered.

          SUBPART 5.6.  Governing Law, Etc. THIS AMENDMENT SHALL BE DEEMED TO BE
     A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
     YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES  THEREOF.  The
     jurisdiction,  service of process and waiver of jury trail  provisions  set
     forth  in  Sections  9.14  and  9.17 of the  Credit  Agreement  are  hereby
     incorporated by reference, mutatis mutandis.

          SUBPART 5.7.  Successors and Assigns.  This Amendment shall be binding
     upon and inure to the  benefit of the parties  hereto and their  respective
     successors and assigns.

          SUBPART 5.8.  Reaffirmation of Credit Party  Obligations.  Each Credit
     Party hereby  ratifies the Amended Credit  Agreement and  acknowledges  and
     reaffirms (i) that it is bound by all terms of the Amended Credit Agreement
     and (ii) that it is responsible for the observance and full  performance of
     the Credit  Party  Obligations.  Without  limiting  the  generality  of the
     proceeding  sentence,  each of the Guarantors  confirms that it jointly and
     severally  guarantees the prompt payment when due of the applicable  Credit
     Party  Obligations  in  accordance  with,  and  pursuant  to the  terms of,
     Articles X and XI of the Amended Credit Agreement, as applicable.

                                       6
<PAGE>

          SUBPART 5.9. No Other Modification.  Except to the extent specifically
     provided to the contrary in this Amendment, all terms and conditions of the
     Existing  Credit  Agreement and the other Credit  Documents shall remain in
     full force and effect, without modification or limitation.

          SUBPART  5.10.  Receivables  Sale  Agreement.  On or prior to the date
     hereof,  the Company  shall  deliver to the  Administrative  Agent the most
     recent  drafts  of  the  Second  Amended  and  Restated   Receivables  Sale
     Agreement,  to be dated on or about August 31, 2008, among the Company,  as
     parent,  the  originators  from time to time party  thereto  and  Rock-Tenn
     Financial,  Inc.,  as buyer,  and any material  documents to be executed in
     connection therewith (collectively,  the "Securitization  Documents").  The
     Company  hereby  agrees  that  the  Securitization  Documents  will  not be
     modified prior to the execution  thereof in a manner that is adverse to the
     interests of the Lenders in any material respect.

                  [remainder of page intentionally left blank]


                                       7
<PAGE>

     Each of the parties hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date first above written.

BORROWERS:                                     ROCK-TENN COMPANY
---------
                                               By:    /s/ John D. Stakel
                                                      --------------------------
                                               Name:  John D. Stakel
                                                      --------------------------
                                               Title: Vice President - Treasurer
                                                      --------------------------


                                               ROCK-TENN COMPANY OF CANADA

                                               By:    /s/ John D. Stakel
                                                      --------------------------
                                               Name:  John D. Stakel
                                                      --------------------------
                                               Title: Vice President - Treasurer
                                                      --------------------------


                                                               ROCK-TENN COMPANY
                                                     ROCK-TENN COMPANY OF CANADA
                        FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

GUARANTORS:                              ALLIANCE ASIA, LLC
----------                               PCPC, INC.
                                         PREFLEX LLC
                                         ROCK-TENN CANADA HOLDINGS, INC.
                                         ROCK-TENN COMPANY OF TEXAS
                                         ROCK-TENN CONVERTING COMPANY
                                         ROCK-TENN LEASING COMPANY, LLC
                                         ROCK-TENN MILL COMPANY, LLC
                                         ROCK-TENN PACKAGING AND PAPERBOARD, LLC
                                         ROCK-TENN PACKAGING COMPANY
                                         ROCK TENN PARTITION COMPANY
                                         ROCK-TENN SERVICES INC.
                                         ROCK-TENN SHARED SERVICES, LLC
                                         SCHIFFENHAUS INDUSTRIES, INC.
                                         SCHIFFENHAUS PACKAGING CORP.
                                         SCHIFFENHAUS SERVICES, INC.
                                         SOUTHERN CONTAINER CORP.
                                         SOUTHERN CONTAINER HOLDING CORP.
                                         SOUTHERN CONTAINER MANAGEMENT CORP.
                                         TENCORR CONTAINERBOARD INC.
                                         WALDORF CORPORATION

                                         By:    /s/ John D. Stakel
                                                --------------------------------
                                         Name:  John D. Stakel
                                                --------------------------------
                                         Title: Vice President - Treasurer
                                                --------------------------------


                                         ALLIANCE DISPLAY COMPANY OF CANADA
                                         LING-INDUSTRIES INC.
                                         LING-QUEBEC INC.
                                         ROCK-TENN COMPANY OF CANADA III
                                         WILCO INC.

                                         By:    /s/ John D. Stakel
                                                --------------------------------
                                         Name:  John D. Stakel
                                                --------------------------------
                                         Title: Vice President - Treasurer
                                                --------------------------------


                                                               ROCK-TENN COMPANY
                                                     ROCK-TENN COMPANY OF CANADA
                        FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

ADMINISTRATIVE/COLLATERAL AGENT:    WACHOVIA BANK, NATIONAL ASSOCIATION,
--------------------------------    as Administrative Agent and Collateral Agent



                                    By:    /s/ Andrew G. Payne
                                           -------------------------------------
                                    Name:  Andrew G. Payne
                                           -------------------------------------
                                    Title: Director
                                           -------------------------------------

CANADIAN AGENT:                     BANK OF AMERICA, N.A.,
---------------                     acting through its Canada Branch,
                                    as Canadian Agent

                                    By:    /s/ Medina Sales de Andrade
                                           -------------------------------------
                                    Name:  Medina Sales de Andrade
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------

LENDER:                             1st Farm Credit Services, PCA
-------                             -----------------------------

                                    By:    /s/  Dale A. Richardson
                                           -------------------------------------
                                    Name:  Dale A. Richardson
                                           -------------------------------------
                                    Title: VP, Illinois Capital Markets Group
                                           -------------------------------------

LENDER:                             AGCHOICE FARM CREDIT, ACA
-------                             -------------------------

                                    By:    /s/ Mark F. Kerstetter
                                           -------------------------------------
                                    Name:  Mark F. Kerstetter
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------


LENDER:                             AgFirst Farm Credit Bank
-------                             ------------------------

                                    By:    /s/ Matt Jeffords
                                           -------------------------------------
                                    Name:  Matt Jeffords
                                           -------------------------------------
                                    Title: Assistant Vice President
                                           -------------------------------------


                                                               ROCK-TENN COMPANY
                                                     ROCK-TENN COMPANY OF CANADA
                        FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

LENDER:                           AgStar Financial Services, PCA
-------                           ------------------------------

                                  By:    /s/ Troy Mostaert
                                         ---------------------------------------
                                  Name:  Troy Mostaert
                                         ---------------------------------------
                                  Title: Vice President
                                         ---------------------------------------


LENDER:                           AIB Debt Management Limited
-------                           ---------------------------

                                  By:    /s/ Joseph Augustini
                                         ---------------------------------------
                                  Name:  Joseph Augustini
                                         ---------------------------------------
                                  Title: Senior Vice President, Investment
                                         ---------------------------------------
                                         Advisor to AIB Debt Management, Limited
                                         ---------------------------------------

                                  By:    /s/ Shane O'Driscoll
                                         ---------------------------------------
                                  Name:  Shane O'Driscoll
                                         ---------------------------------------
                                  Title: Assistant Vice President, Investment
                                         ---------------------------------------
                                         Advisor to AIB Debt Management, Limited
                                         ---------------------------------------

LENDER:                           Atlantic Capital Bank
-------                           ---------------------

                                  By:    /s/ H. Glenn Little
                                         ---------------------------------------
                                  Name:  H. Glenn Little
                                         ---------------------------------------
                                  Title: Senior Vice President
                                         ---------------------------------------

LENDER:                           Badgerland Farm Credit Services, FLCA
-------                           -------------------------------------

                                  By:    /s/ Kenneth H. Rue
                                         ---------------------------------------
                                  Name:  Kenneth H. Rue
                                         ---------------------------------------
                                  Title: VP - Loan Participations and Capital
                                         ---------------------------------------
                                         Markets
                                         ---------------------------------------

LENDER:                           BANK OF AMERICA
-------                           ---------------

                                  By:    /s/ Michael L. Letson, Jr.
                                         ---------------------------------------
                                  Name:  Michael L. Letson, Jr.
                                         ---------------------------------------
                                  Title: Vice President
                                         ---------------------------------------


                                                               ROCK-TENN COMPANY
                                                     ROCK-TENN COMPANY OF CANADA
                        FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

LENDER:                           BARCLAYS BANK PLC
-------                           -----------------

                                  By:    /s/ David Barton
                                         ---------------------------------------
                                  Name:  David Barton
                                         ---------------------------------------
                                  Title: Director
                                         ---------------------------------------

LENDER:                           CITIBANK, N.A.
-------                           --------------

                                  By:    /s/ Jason Quinn
                                         ---------------------------------------
                                  Name:  Jason Quinn
                                         ---------------------------------------
                                  Title: Vice President
                                         ---------------------------------------

LENDER:                           TD Bank, N.A.
-------                           -------------

                                  By:    /s/ Nick Lotz
                                         ---------------------------------------
                                  Name:  Nick Lotz
                                         ---------------------------------------
                                  Title: Vice President
                                         ---------------------------------------


LENDER:                           Hewett's Island CLO V, Ltd
-------                           --------------------------

                                  By:    CypressTree Investment Management, LLP
                                         ---------------------------------------
                                         as Portfolio Manager
                                         ---------------------------------------

                                  By:    /s/ Robert Weeden
                                         ---------------------------------------
                                  Name:  Robert Weeden
                                         ---------------------------------------
                                  Title: Managing Director
                                         ---------------------------------------

LENDER:                           FARM CREDIT BANK OF TEXAS
-------                           -------------------------

                                  By:    /s/ Luis M. H. Requejo
                                         ---------------------------------------
                                  Name:  Luis M. H. Requejo
                                         ---------------------------------------
                                  Title: Director Capital Markets
                                         ---------------------------------------


                                                               ROCK-TENN COMPANY
                                                     ROCK-TENN COMPANY OF CANADA
                        FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

LENDER:                         Farm Credit Services of America, PCA
-------                         ------------------------------------

                                By:    /s/ Steven L. Moore
                                       -----------------------------------------
                                Name:  Steven L. Moore
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

LENDER:                         Farm Credit Services of the Mountain Plains, PCA
-------                         ------------------------------------------------

                                By:    /s/ Bradley K. Leafgren
                                       -----------------------------------------
                                Name:  Bradley K. Leafgren
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

LENDER:                         FARM CREDIT WEST, PCA
-------                         ---------------------

                                By:    /s/ Ben Madonna
                                       -----------------------------------------
                                Name:  Ben Madonna
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

LENDER:                         CoBank, ACB
-------                         -----------

                                By:    /s/ Michael Tousignant
                                       -----------------------------------------
                                Name:  Michael Tousignant
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

LENDER:                         United FCS, PCA, d/b/a FCS Commercial Finance
-------                         ---------------------------------------------
                                Group,
                                ------

                                By:    /s/ Lisa Caswell
                                       -----------------------------------------
                                Name:  Lisa Caswell
                                       -----------------------------------------
                                Title: Assistant Vice President
                                       -----------------------------------------


                                                               ROCK-TENN COMPANY
                                                     ROCK-TENN COMPANY OF CANADA
                        FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

LENDER:                         FCS Financial, PCA
-------                         ------------------

                                By:    /s/ Lee Fuchs
                                       -----------------------------------------
                                Name:  Lee Fuchs
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

LENDER:                         First Pioneer Farm Credit, ACA
-------                         ------------------------------

                                By:    /s/ James M. Papai
                                       -----------------------------------------
                                Name:  James M. Papai
                                       -----------------------------------------
                                Title: Senior Vice President
                                       -----------------------------------------

LENDER:                         First Tennessee Bank, National Association
-------                         ------------------------------------------

                                By:    /s/ Rotcher Watkins
                                       -----------------------------------------
                                Name:  Rotcher Watkins
                                       -----------------------------------------
                                Title: Senior Vice President
                                       -----------------------------------------

LENDER:                         Greenstone Farm Credit Services ACA/FLCA
-------                         ----------------------------------------

                                By:    /s/ Jeff Pavlik
                                       -----------------------------------------
                                Name:  Jeff Pavlik
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

LENDER:                         JP Morgan Chase, National Association
-------                         -------------------------------------

                                By:    /s/ Robert P. Carswell
                                       -----------------------------------------
                                Name:  Robert P. Carswell
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------


                                                               ROCK-TENN COMPANY
                                                     ROCK-TENN COMPANY OF CANADA
                        FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

LENDER:                         MANUFACTURERS AND TRADERS TRUST COMPANY
-------                         ---------------------------------------

                                By:    /s/ Brooks W. Thropp
                                       -----------------------------------------
                                Name:  Brooks W. Thropp
                                       -----------------------------------------
                                Title: Administrative Vice President
                                       -----------------------------------------

LENDER:                         Nordea Bank Finland Plc, acting through its
-------                         -------------------------------------------
                                New York and Grand Cayman branches
                                ----------------------------------

                                By:    /s/ Martin Lunder
                                       -----------------------------------------
                                Name:  Martin Lunder
                                       -----------------------------------------
                                Title: Senior Vice President
                                       -----------------------------------------

                                By:    /s/ Leena Parker
                                       -----------------------------------------
                                Name:  Leena Parker
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

LENDER:                         Capital One Leverage Finance Corp.
-------                         ----------------------------------

                                By:    /s/ Paul J. Dellova, Jr.
                                       -----------------------------------------
                                Name:  Paul J. Dellova, Jr.
                                       -----------------------------------------
                                Title: Senior Vice President
                                       -----------------------------------------

LENDER:                         The Northern Trust Company
-------                         --------------------------

                                By:    /s/ John C. Canty
                                       -----------------------------------------
                                Name:  John C. Canty
                                       -----------------------------------------
                                Title: Senior Vice President
                                       -----------------------------------------


                                                               ROCK-TENN COMPANY
                                                     ROCK-TENN COMPANY OF CANADA
                        FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

LENDER:                     Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
-------                     ----------------------------------------------------
                            "Rabobank Nederland" New York Branch
                            ------------------------------------

                            By:    /s/ Tamira Treffers-Herrera
                                   ---------------------------------------------
                            Name:  Tamira Treffers-Herrera
                                   ---------------------------------------------
                            Title: Executive Director
                                   ---------------------------------------------

                            By:    /s/ Wenchi Hu
                                   ---------------------------------------------
                            Name:  Wenchi Hu
                                   ---------------------------------------------
                            Title: Executive Director
                                   ---------------------------------------------

LENDER:                     Raymond James Bank, FSB
-------                     -----------------------

                            By:    /s/ Andrew D. Hahn
                                   ---------------------------------------------
                            Name:  Andrew D. Hahn
                                   ---------------------------------------------
                            Title: Senior Vice President
                                   ---------------------------------------------

LENDER:                     RBC BANK (USA)
-------                     --------------

                            By:    /s/ James R. Pryor
                                   ---------------------------------------------
                            Name:  James R. Pryor
                                   ---------------------------------------------
                            Title: Managing Director
                                   ---------------------------------------------

LENDER:                     RZB Finance LLC
-------                     ---------------

                            By:    /s/ Christoph Hoedl
                                   ---------------------------------------------
                            Name:  Christoph Hoedl
                                   ---------------------------------------------
                            Title: Group Vice President
                                   ---------------------------------------------

                            By:    /s/ Randall Abrams
                                   ---------------------------------------------
                            Name:  Randall Abrams
                                   ---------------------------------------------
                            Title: Vice President
                                   ---------------------------------------------

LENDER:                     SUNTRUST BANK
-------                     -------------

                            By:    /s/ Bradley Staples
                                   ---------------------------------------------
                            Name:  Bradley Staples
                                   ---------------------------------------------
                            Title: Managing Director
                                   ---------------------------------------------


                                                               ROCK-TENN COMPANY
                                                     ROCK-TENN COMPANY OF CANADA
                        FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>

LENDER:                     WACHOVIA BANK, NATIONAL ASSOCIATION
-------                     -----------------------------------

                            By:    /s/ Andrew G. Payne
                                   ---------------------------------------------
                            Name:  Andrew G. Payne
                                   ---------------------------------------------
                            Title: Director
                                   ---------------------------------------------

LENDER:                     TRISTATE CAPITAL BANK
-------                     ---------------------

                            By:    /s/ Tricia Balser
                                   ---------------------------------------------
                            Name:  Tricia Balser
                                   ---------------------------------------------
                            Title: Vice President
                                   ---------------------------------------------


LENDER:                     WACHOVIA CAPITAL FINANCE CORPORATION (CANADA)
-------                     ---------------------------------------------

                            By:    /s/ Raymond Eghobamien
                                   ---------------------------------------------
                            Name:  Raymond Eghobamien
                                   ---------------------------------------------
                            Title: Vice President, Wachovia Capital Finance
                                   ---------------------------------------------
                                   Corporation (Canada)
                                   ---------------------------------------------


                                                               ROCK-TENN COMPANY
                                                     ROCK-TENN COMPANY OF CANADA
                        FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT