Amended and Restated Credit Agreement



 Exhibit 4.1 
  
  
 $1,200,000,000 
 AMENDED AND RESTATED 
 CREDIT AGREEMENT 
 Dated as of March 5, 2008 
 among, 
 ROCK-TENN COMPANY, 
 as a Borrower, 
 ROCK-TENN COMPANY OF CANADA, 
 as the Canadian Borrower, 
 CERTAIN SUBSIDIARIES OF THE BORROWER 
 FROM TIME TO TIME PARTY HERETO, 
 as Guarantors, 
 THE LENDERS PARTIES HERETO, 
 WACHOVIA BANK, NATIONAL ASSOCIATION, 
 as Administrative Agent and Collateral Agent, 
 and 
 BANK OF AMERICA, N.A., ACTING THROUGH ITS CANADA BRANCH, 
 as Canadian Agent 
  
  

WACHOVIA CAPITAL MARKETS, LLC, 
 SUNTRUST ROBINSON HUMPHREY, INC. and 
 BANC OF AMERICA SECURITIES LLC, 

as Joint Lead Arrangers and Joint Book Runners 
 SUNTRUST BANK, 
 as Syndication Agent 
 BANK OF AMERICA, N.A. and 
 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK 
 NEDERLAND”, NEW YORK BRANCH,

 as Documentation Agents 







 TABLE OF CONTENTS 
  

							
		 		    		  	Page
	 ARTICLE I DEFINITIONS
	  	1
		 	 1.1
	    	Definitions	  	1
		 	 1.2
	    	Computation of Time Periods	  	36
		 	 1.3
	    	Accounting Terms	  	36
		 	 1.4
	    	Exchange Rates; Currency Equivalents	  	37
		
	 ARTICLE II CREDIT FACILITY
	  	37
		 	 2.1
	    	U.S. Revolving Loans	  	37
		 	 2.2
	    	Canadian Revolving Loans	  	39
		 	 2.3
	    	Term Loan A	  	45
		 	 2.4
	    	Term Loan B	  	46
		 	 2.5
	    	U.S. Swingline Loan Subfacility	  	47
		 	 2.6
	    	Canadian Swingline Loan Subfacility	  	49
		 	 2.7
	    	Letter of Credit Subfacility	  	52
		 	 2.8
	    	Default Rate	  	55
		 	 2.9
	    	Conversion Options	  	55
		 	 2.10
	    	Prepayments	  	56
		 	 2.11
	    	Termination and Reduction of Commitments; Reallocation of Committed Amounts	  	59
		 	 2.12
	    	Fees	  	61
		 	 2.13
	    	Computation of Interest and Fees	  	62
		 	 2.14
	    	Pro Rata Treatment and Payments	  	63
		 	 2.15
	    	Non-Receipt of Funds by an Agent	  	65
		 	 2.16
	    	Inability to Determine Interest Rate	  	67
		 	 2.17
	    	Illegality	  	67
		 	 2.18
	    	Requirements of Law	  	68
		 	 2.19
	    	Indemnity	  	69
		 	 2.20
	    	Taxes	  	70
		 	 2.21
	    	Indemnification; Nature of Issuing Lender’s Duties	  	72
		 	 2.22
	    	Replacement of Lenders	  	73
		 	 2.23
	    	Relationship between the Agents	  	73
		
	 ARTICLE III REPRESENTATIONS AND WARRANTIES
	  	74
		 	 3.1
	    	Corporate Existence; Compliance with Law	  	74
		 	 3.2
	    	Corporate Power; Authorization	  	74
		 	 3.3
	    	Enforceable Obligations	  	74
		 	 3.4
	    	No Legal Bar	  	74
		 	 3.5
	    	No Material Litigation	  	74
		 	 3.6
	    	Investment Company Act	  	75
		 	 3.7
	    	Margin Regulations	  	75
		 	 3.8
	    	Compliance with Environmental Laws	  	75
		 	 3.9
	    	Insurance	  	76
		 	 3.10
	    	No Default of Contractual Obligations; Material Contracts	  	76
		 	 3.11
	    	No Burdensome Restrictions	  	76
		 	 3.12
	    	Taxes	  	76
		 	 3.13
	    	Subsidiaries	  	77
		 	 3.14
	    	Financial Statements, Fiscal Year and Fiscal Quarters	  	77
		 	 3.15
	    	ERISA	  	78
		 	 3.16
	    	Intellectual Property	  	79
		 	 3.17
	    	Ownership of Property; Liens	  	79

  

 i 









							
		 	3.18	    	Existing Indebtedness	  	80
		 	 3.19
	    	Solvency	  	80
		 	 3.20
	    	Labor Matters	  	80
		 	 3.21
	    	Payment or Dividend Restrictions	  	81
		 	 3.22
	    	Accuracy and Completeness of Information	  	81
		 	 3.23
	    	 Compliance with Trading with the Enemy Act, OFAC Rules and Regulations,
 Patriot Act and FCPA
	  	81
		 	 3.24
	    	Use of Proceeds	  	82
		 	 3.25
	    	 Consummation of Acquisition; Representations and Warranties from Other
 Documents
	  	82
		 	 3.26
	    	Business Locations	  	82
		 	 3.27
	    	Security Documents	  	82
		 	 3.28
	    	Regulation H	  	82
		 	 3.29
	    	Investments	  	83
		 	 3.30
	    	Classification of Senior Indebtedness	  	83
		 	 3.31
	    	Brokers’ Fees	  	83
		 	 3.32
	    	Accounts	  	83
		
	 ARTICLE IV CONDITIONS PRECEDENT
	  	83
		 	 4.1
	    	Conditions to Closing Date and Initial Revolving Loans and Term Loans	  	83
		 	 4.2
	    	Conditions to Subsequent Extensions of Credit	  	87
		
	 ARTICLE V AFFIRMATIVE COVENANTS
	  	88
		 	 5.1
	    	Corporate Existence, Etc.	  	88
		 	 5.2
	    	Compliance with Laws, Etc.	  	89
		 	 5.3
	    	Payment of Taxes and Claims	  	89
		 	 5.4
	    	Keeping of Books	  	89
		 	 5.5
	    	Visitation, Inspection, Etc.	  	89
		 	 5.6
	    	Insurance; Maintenance of Properties	  	89
		 	 5.7
	    	Financial Reports; Other Notices	  	90
		 	 5.8
	    	Notices Under Certain Other Indebtedness	  	92
		 	 5.9
	    	Notice of Litigation	  	92
		 	 5.10
	    	Additional Guarantors	  	93
		 	 5.11
	    	Pledged Assets	  	94
		 	 5.12
	    	Further Assurances; Post-Closing Covenants	  	95
		 	 5.13
	    	Use of Proceeds	  	97
		
	 ARTICLE VI NEGATIVE COVENANTS
	  	98
		 	 6.1
	    	Financial Requirements	  	98
		 	 6.2
	    	Liens	  	98
		 	 6.3
	    	Indebtedness	  	100
		 	 6.4
	    	Merger and Sale of Assets	  	102
		 	 6.5
	    	Transactions with Affiliates	  	104
		 	 6.6
	    	Nature of Business	  	104
		 	 6.7
	    	Regulations T, U and X	  	104
		 	 6.8
	    	ERISA Compliance	  	104
		 	 6.9
	    	Limitations on Subsidiaries Which Are Not Restricted Subsidiaries	  	105
		 	 6.10
	    	Limitation on Investments	  	105
		 	 6.11
	    	 Limitation on Securitization Undertakings of the Borrowers and Restricted
 Subsidiaries
	  	106
		 	 6.12
	    	Restrictive Agreements; Negative Pledges	  	106
		 	 6.13
	    	Restricted Payments	  	106

  

 ii 









							
		 	 6.14
	    	Adverse Arrangements	  	107
		 	 6.15
	    	Fiscal Year; Accounting Policies; Organizational Documents; Material Contracts	  	107
		 	 6.16
	    	Ownership of Restricted Subsidiaries	  	107
		 	 6.17
	    	Capital Expenditures	  	108
		 	 6.18
	    	Prepayment and Amendment of Certain Debt; Designation of Senior Debt	  	108
		 	 6.19
	    	Sale Leasebacks	  	108
		 	 6.20
	    	Account Control Agreements; Additional Accounts	  	108
		
	 ARTICLE VII EVENTS OF DEFAULT
	  	109
		 	 7.1
	    	Events of Default	  	109
		 	 7.2
	    	Acceleration; Remedies	  	111
		
	 ARTICLE VIII AGENCY PROVISIONS
	  	112
		 	 8.1
	    	Appointment	  	112
		 	 8.2
	    	Delegation of Duties	  	113
		 	 8.3
	    	Exculpatory Provisions	  	113
		 	 8.4
	    	Reliance by Agents	  	114
		 	 8.5
	    	Notice of Default	  	114
		 	 8.6
	    	Non-Reliance on Agents and Other Lenders	  	115
		 	 8.7
	    	Indemnification	  	115
		 	 8.8
	    	Agents in Their Individual Capacity	  	115
		 	 8.9
	    	Successor Agent	  	116
		 	 8.10
	    	Patriot Act Notice	  	116
		 	 8.11
	    	Collateral and Guaranty Matters	  	116
		
	 ARTICLE IX MISCELLANEOUS
	  	117
		 	 9.1
	    	Amendments and Waivers	  	117
		 	 9.2
	    	Notices	  	120
		 	 9.3
	    	No Waiver; Cumulative Remedies	  	122
		 	 9.4
	    	Survival of Representations and Warranties	  	122
		 	 9.5
	    	Payment of Expenses and Taxes	  	122
		 	 9.6
	    	Successors and Assigns; Participations; Purchasing Lenders	  	124
		 	 9.7
	    	Adjustments; Set-off	  	127
		 	 9.8
	    	Table of Contents and Section Headings	  	128
		 	 9.9
	    	Counterparts; Electronic Execution	  	128
		 	 9.10
	    	 Effectiveness; Amendment and Restatement of Existing Credit Agreement; No
 Novation
	  	128
		 	 9.11
	    	Severability	  	128
		 	 9.12
	    	Integration	  	129
		 	 9.13
	    	Governing Law	  	129
		 	 9.14
	    	Consent to Jurisdiction and Service of Process	  	129
		 	 9.15
	    	Confidentiality	  	129
		 	 9.16
	    	Acknowledgments	  	130
		 	 9.17
	    	Waivers of Jury Trial	  	130
		 	 9.18
	    	Judgment Currency	  	130
		 	 9.19
	    	Subordination of Intercompany Debt	  	131
		
	 ARTICLE X  GUARANTY OF COMPANY OBLIGATIONS
	  	131
		 	 10.1
	    	The Guaranty	  	131
		 	 10.2
	    	Bankruptcy	  	132
		 	 10.3
	    	Nature of Liability	  	132
		 	 10.4
	    	Independent Obligation	  	132
		 	 10.5
	    	Authorization	  	133

  

 iii 









							
		 	10.6	    	Reliance	  	133
		 	 10.7
	    	Waiver	  	133
		 	 10.8
	    	Limitation on Enforcement	  	134
		 	 10.9
	    	Confirmation of Payment	  	135
		
	 ARTICLE XI GUARANTY OF CANADIAN OBLIGATIONS
	  	135
		 	 11.1
	    	The Guaranty	  	135
		 	 11.2
	    	Bankruptcy	  	135
		 	 11.3
	    	Nature of Liability	  	136
		 	 11.4
	    	Independent Obligation	  	136
		 	 11.5
	    	Authorization	  	136
		 	 11.6
	    	Reliance	  	137
		 	 11.7
	    	Waiver	  	137
		 	 11.8
	    	Limitation on Enforcement	  	138
		 	 11.9
	    	Confirmation of Payment	  	138
		
	 ARTICLE XII SPECIAL PROVISIONS APPLICABLE TO LENDERS UPON THE
 OCCURRENCE OF A SHARING EVENT
	  	138
		 	 12.1
	    	Participations	  	139
		 	 12.2
	    	Administrative Agent’s Determinations Binding	  	139
		 	 12.3
	    	Participation Payments in U.S. Dollars	  	139
		 	 12.4
	    	Delinquent Participation Payments	  	140
		 	 12.5
	    	Settlement of Participation Payments	  	140
		 	 12.6
	    	Participation Obligations Absolute	  	140
		 	 12.7
	    	Increased Costs; Indemnities	  	140
		 	 12.8
	    	Provisions Solely to Effect Intercreditor Agreement	  	141

  

 iv 









			
	 SCHEDULES
	  	
		
	 Schedule 1.1(a)
	  	Form of Account Designation Letter
	 Schedule 1.1(b)
	  	Existing Letters of Credit
	 Schedule 1.1(c)
	  	Guarantors
	 Schedule 1.1(d)
	  	Form of Notice of Borrowing
	 Schedule 1.1(e)
	  	Form of Notice of Conversion/Extension
	 Schedule 1.1(f)
	  	Form of Secured Party Designation Notice
	 Schedule 2.1(a)
	  	Lenders and Commitments
	 Schedule 2.1(e)
	  	Form of U.S. Revolving Note
	 Schedule 2.2(e)
	  	Form of Canadian Revolving Note
	 Schedule 2.2(f)
	  	Form of Acceptance Note
	 Schedule 2.3(d)
	  	Form of Term Loan A Note
	 Schedule 2.4(d)
	  	Form of Term Loan B Note
	 Schedule 2.5(d)
	  	Form of U.S. Swingline Note
	 Schedule 2.6(h)
	  	Form of Canadian Swingline Note
	 Schedule 2.20
	  	Form of Tax Exempt Certificate
	 Schedule 3.9
	  	Insurance
	 Schedule 3.13
	  	Subsidiaries
	 Schedule 3.15
	  	ERISA
	 Schedule 3.16
	  	Intellectual Property Matters
	 Schedule 3.17(a)
	  	Ownership of Property
	 Schedule 3.17(b)
	  	Liens
	 Schedule 3.18
	  	Existing Indebtedness
	 Schedule 3.21
	  	Payment Restrictions
	 Schedule 3.26(a)-(d)
	  	Business Locations
	 Schedule 3.32
	  	Financial Accounts
	 Schedule 4.1-1
	  	Form of Patriot Act Certificate
	 Schedule 5.7(c)
	  	Form of Officer’s Compliance Certificate
	 Schedule 5.10
	  	Form of Joinder Agreement
	 Schedule 5.12-1
	  	Initial Mortgaged Properties
	 Schedule 5.12-2
	  	Material Mortgaged Properties
	 Schedule 6.2
	  	Existing Liens
	 Schedule 6.10
	  	Existing Investments
	 Schedule 9.2
	  	Notices Addresses; Lender’s Lending Offices
	 Schedule 9.6(c)
	  	Form of Assignment and Assumption

  

 v 








 AMENDED AND RESTATED 
 CREDIT AGREEMENT 
 THIS AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of March 5, 2008 (the “Agreement” or “Credit Agreement”), 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”), those Domestic Subsidiaries of the Company identified as “U.S.
Guarantors” on the signature pages hereto and such other Domestic Subsidiaries of the Company that hereafter become parties hereto (collectively, the “U.S. Guarantors”), those Subsidiaries and the parent of the Canadian
Borrower identified as “Canadian Guarantors” on the signature pages hereto and such other Subsidiaries of the Canadian Borrower that hereafter become parties hereto (collectively, the “Canadian Guarantors”), the lenders
named herein and such other lenders that hereafter become parties hereto (collectively, the “Lenders” and individually, a “Lender”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the
Lenders (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Lenders (in such capacity, the “Collateral Agent”), and BANK OF AMERICA, N.A., acting through its Canada Branch, as
Canadian administrative agent for the Lenders (the “Canadian Agent”). 
 W I T N E S S E T H 

WHEREAS, the Borrowers are parties to that certain Credit Agreement, dated as of June 6, 2005 (as amended,
supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”); 
 WHEREAS, the Borrowers desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as follows; 
 WHEREAS, the Borrowers have requested that the Lenders provide revolving credit and term loan facilities for the
purposes hereinafter set forth; and 
 WHEREAS, the Lenders have agreed to make the requested credit
facilities available to the Borrowers on the terms and conditions hereinafter set forth. 
 NOW, THEREFORE,
IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I  
 DEFINITIONS

 1.1        Definitions. 
 As used in this Credit Agreement, the following terms have the meanings specified below unless the context otherwise
requires: 
 “1995 Senior Note Indenture” means the Indenture, dated as of July 31, 1995,
between the Company and SunTrust (as successor trustee to Trust Company Bank). 







 “2008 Senior Note Indenture” means the Indenture, dated as
of March 5, 2008, among the Company, the guarantors party thereto and HSBC Bank, USA National Association, as trustee. 
 “2011 Senior Notes” means the Company’s U.S.$250,000,000 8.20% senior public notes due August, 2011, issued pursuant to the 1995 Senior Note Indenture. 
 “2013 Senior Notes” means the Company’s U.S.$100,000,000 5.625% senior public notes due March, 2013,
issued pursuant to the 1995 Senior Note Indenture. 
 “2016 Senior Notes” means the
Company’s U.S.$200,000,000 9.25% senior notes due March, 2016 issued pursuant to the 2008 Senior Note Indenture. 
 “Acceptance Lender” means a Canadian Lender who purchases Acceptance Notes in accordance with Section 2.2(f)(vii) but does not accept or purchase Bankers’ Acceptances. 
 “Acceptance Note” has the meaning set forth in Section 2.2(f)(vii). 
 “Account Designation Letter” means the Notice of Account Designation Letter dated the Closing Date from the
Borrowers to the Administrative Agent in substantially the form of Schedule 1.1(a). 
 “Acquired
Company” has the meaning set forth in the definition of “SCC Acquisition.” 
 “Acquisition” means any acquisition, whether by stock purchase, asset purchase, merger, consolidation or otherwise of a Person or a business line of a Person. 
 “Additional Credit Party” means each Person that becomes a Guarantor by execution of a Joinder Agreement in
accordance with Section 5.10. 
 “Administrative Agent” has the meaning set forth
in the introductory paragraph hereof, together with any successors or assigns. 
 “Administrative
Agent’s Fees” has the meaning set forth in Section 2.12(d). 
 “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 
 “Affiliate” means as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed
to be “controlled by” a Person if such Person possesses, directly or indirectly, power either (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct
or cause the direction of the management and policies of such Person whether by contract or otherwise. 
 “Agents” means the Administrative Agent, the Collateral Agent and the Canadian Agent. 
 “Aggregate Revolving Committed Amount” means FOUR HUNDRED FIFTY MILLION U.S. DOLLARS (U.S.$450,000,000), which amount shall be automatically reduced by any permanent reduction of the U.S. Revolving Committed Amount
or the Canadian Revolving Committed Amount in accordance with the terms of Section 2.11. 
 “Agreement” has the meaning set forth in the introductory paragraph hereof. 
  

 2 








 “Alternate Base Rate” means, for any
day, the rate per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater of (i) the Federal Funds Rate in effect on such day plus  1/2 of 1% or (ii) the Prime Rate in effect on such day. If for any
reason the Administrative Agent shall have reasonably determined (which determination shall be conclusive absent manifest error) that it is unable after due inquiry to ascertain the Federal Funds Rate for any reason, including the inability or
failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (i) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate,
respectively. 
 “Alternate Base Rate Loans” means Loans that bear interest at an
interest rate based on the Alternate Base Rate. 
 “Applicable Canadian Revolver BA Margin”
means the per annum interest rate from time to time in effect and payable in addition to the BA Rate applicable to the Canadian Revolving Loan, as determined by reference to the definition of “Applicable Percentage”. 
 “Applicable Borrower” means (i) with respect to all Loans other than Canadian Revolving Loans, the
Company, and (ii) with respect to Canadian Revolving Loans, the Canadian Borrower. 
 “Applicable
Percentage” means, for any day, (a) with respect to Revolving Loans, the Term Loan A and Commitment Fees, the rate per annum set forth in the table below opposite the applicable level then in effect, it being understood that the
Applicable Percentage for (i) that portion of the Revolving Loans and the Term Loan A consisting of Base Rate Loans shall be the percentage set forth under the column “Base Rate Loans,” (ii) that portion of the Revolving Loans
and the Term Loan A consisting of LIBOR Rate Loans and the Letter of Credit Fee shall be the percentage set forth under the column “LIBOR Rate Loans and LC Fee,” (iii) Revolving Loans consisting of Bankers’ Acceptance Advances
shall be the percentage set forth under the column “Bankers’ Acceptance Advances,” and (iv) the Commitment Fees shall be the percentage set forth under the column “Commitment Fee,” and (b) with respect to that
portion of the Term Loan B (i) consisting of Base Rate Loans shall be 1.750% and (ii) consisting of LIBOR Rate Loans shall be 2.750%: 
  

											
	     Pricing    
 Level
  
  
	  	     Leverage      
 Ratio  
  
  
	  	Applicable Percentage
(Revolver and Term Loan A)
	  	  	 Base Rate
 Loans
  
	  	 LIBOR Rate
Loans and
LC
 Fee
	  	  
 Bankers’
Acceptance
Advances
  
	  	 Commitment
 Fees
  

	  
 I    
  
	  	  
         3 4.00 to 1.0        
  
	  	  
 1.500%

  
	  	  
 2.500%

  
	  	  
 2.500%

  
	  	  
 0.400%
  

	 II    
	  	  
         < 4.00 to 1.0        
         but        
         3 3.50 to 1.0        
  
	  	1.250%	  	2.250%	  	2.250%	  	0.325%
	 III    
	  	  
         < 3.50 to 1.0        
         but        
         3 3.00 to 1.0        
  
	  	1.000%	  	2.000%	  	2.000%	  	0.250%
	 IV    
	  	  
         < 3.00 to 1.0        
         but        
	  	0.750%	  	1.750%	  	1.750%	  	0.225%

  

 3 









											
	 	  	         3 2.75 to 1.0        
  
	  	 	  	 	  	 	  	 
	 V    
	  	  
         < 2.75 to 1.0        
         but        
         3 2.25 to 1.0        
  
	  	0.500%	  	1.500%	  	1.500%	  	0.200%
	  
 VI    
  
	  	  
         < 2.25 to 1.0        
  
	  	 0.250%
  
	  	 1.250%
  
	  	 1.250%
  
	  	 0.175%
  


 The Applicable Percentage shall, in each case, be determined and
adjusted quarterly on the date five (5) Business Days after the date on which the Administrative Agent has received from the Company the financial information and certifications required to be delivered to the Administrative Agent and the
Lenders in accordance with the provisions of Section 5.7 (each an “Interest Determination Date”). Such Applicable Percentage shall be effective from such Interest Determination Date until the next such Interest
Determination Date. The initial Applicable Percentages shall be based on Level I until the first Interest Determination Date occurring after the delivery of the officer’s compliance certificate pursuant to Section 5.7 for the
quarter ending June 30, 2008. After the Closing Date, if the Borrowers shall fail to provide the Required Financial Information for any fiscal quarter or fiscal year, the Applicable Percentage from such Interest Determination Date shall, on the
date five (5) Business Days after the date by which the Borrowers were so required to provide such Required Financial Information to the Agents and the Lenders, be based on Level I until such time as such Required Financial Information is
provided, whereupon the Level shall be determined by the then current Leverage Ratio. In the event that any Required Financial Information that is delivered to the Agents is shown to be inaccurate in a manner that results in the miscalculation of
the Leverage Ratio (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Percentage for any period (an
“Applicable Period”) than the Applicable Percentage applied for such Applicable Period, then the Credit Parties shall immediately (i) deliver to the Administrative Agent corrected Required Financial Information for such
Applicable Period, (ii) determine the Applicable Percentage for such Applicable Period based upon the corrected Required Financial Information (which Applicable Percentage shall be made effective immediately in the current period, to the extent
applicable), and (iii) immediately pay to the applicable Agent the accrued additional interest owing as a result of such increased Applicable Percentage for such Applicable Period, which payment shall be promptly applied by such Agent in
accordance with Section 2.13(a). It is acknowledged and agreed that nothing contained herein shall limit the rights of the Agents and the Lenders under the Credit Documents, including their rights under Sections 2.8 and
7.2. 
 “Approved Fund” means any Fund that is administered, managed or underwritten by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Asset Disposition” means the disposition of any or all of the assets (including, without limitation, the Capital Stock of a Subsidiary or any ownership interest in a joint venture) of a
Borrower or any Restricted Subsidiary whether by sale, lease, transfer or otherwise. The term “Asset Disposition” shall (i) include any “Asset Sale” (or any comparable term) under, and as defined in, the 1995 Senior Note
Indenture or 2008 Senior Note Indenture, (ii) not include any Equity Offering and (iii) not include any sale, lease, transfer or other disposition of an asset to a Permitted Joint Venture that constitutes an Investment permitted by
Section 6.10(h). 
 “Assignment and Assumption” means an Assignment and Assumption
substantially in the form of Schedule 9.6(c). 
 “BA Lender” means any Canadian Lender
other than the Acceptance Lenders. 
  

 4 








 “BA Period” means a period of 1, 2, 3 or 6 months or such
other period as the Canadian Agent may agree, in each case, commencing on a Business Day selected by Canadian Borrower in its irrevocable Notice of Borrowing or Notice of Extension/Conversion with respect to a Bankers’ Acceptance Advance
delivered to the Canadian Agent in accordance with Section 2.2(b) or Section 2.9(b), as applicable; provided that the foregoing provision relating to BA Periods is subject to the following: 
     (i)        any BA Period that would otherwise
extend beyond the Revolving/TLA Maturity Date shall end on such date; 
     (ii)       the Canadian Borrower shall select BA Periods so as not to require a payment or prepayment of a Bankers’ Acceptance Advance pursuant to Section 2.10
during a BA Period for such Bankers’ Acceptance Advance; and 
     (iii)      the Canadian Borrower shall select BA Periods so there shall be no more than five (5) separate Bankers’ Acceptance Advances in existence at any one time. 

“BA Rate” means (i) in relation to a Bankers’ Acceptance accepted by a Schedule I Lender (as
listed in the Bank Act (Canada)), the CDOR Rate; (ii) in relation to a Bankers’ Acceptance accepted by a Schedule II Lender or Schedule III Lender (each as listed in the Bank Act (Canada)), the CDOR Rate plus 0.10 per annum.

 “Bank of America” means Bank of America, N.A. and its successors. 
 “Bankers’ Acceptance” means a bill of exchange subject to the Bills of Exchange Act (Canada) or
a depository bill subject to the Depository Bills and Notes Act (Canada) and denominated in Canadian Dollars and drawn by the Canadian Borrower and accepted by a Canadian Lender in accordance with Section 2.2(f) and includes
(without duplication) an Acceptance Note. 
 “Bankers’ Acceptance Advance” means the
advance of funds to the Canadian Borrower by way of purchase of Bankers’ Acceptances or of an Acceptance Note, in each case, in accordance with the provisions of Section 2.2(f). 
 “Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified,
succeeded or replaced from time to time. 
 “Base Rate Loans” means all Loans accruing interest
based on the Alternate Base Rate, the U.S. Base Rate or the Canadian Prime Rate. 
 “Borrowers”
has the meaning set forth in the introductory paragraph hereof. 
 “Business Day” means a day
other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by law to close; provided, however, that (a) when used in connection with a rate
determination, borrowing or payment in respect of a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks in London, England are not open for dealings in deposits of U.S. Dollars in the London interbank market,
(b) the term “Business Day” shall also exclude any day on which banks are not open for foreign exchange dealings between banks in the exchange of the home country of such foreign currency and (c) with respect to all notices and
determinations in connection with, and payments of principal and interest on,

  

 5 








 
any Canadian Dollar Loan or U.S. Base Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for business in Toronto, Ontario. 
 “Calculation Date” means the date of the applicable Specified Transaction which gives rise to the
requirement to calculate the financial covenants set forth in Section 6.1(a)-(c) on a Pro Forma Basis. 
 “Calculation Period” means, in respect of any Calculation Date, the period of four fiscal quarters of the Company ended as of the last day of the most recent fiscal quarter of the Company
preceding such Calculation Date for which the Administrative Agent shall have received the Required Financial Information. 
 “Canadian Agent” has the meaning set forth in the introductory paragraph hereof, together with any successors or assigns. 
 “Canadian Agent’s Office” means, with respect to any currency, the Canadian Agent’s address and,
as appropriate, account as set forth on Schedule 9.2 with respect to such currency, or such other address or account with respect to such currency as the Canadian Agent may from time to time notify to the Borrowers and the Lenders.

 “Canadian Borrower” has the meaning set forth in the introductory paragraph hereof.

 “Canadian Collateral” means any and all Property of the Canadian Credit Parties pledged from
time to time as security for the Canadian Obligations pursuant to the Canadian Security Documents, whether now owned or hereafter acquired. 
 “Canadian Credit Party” means any of the Canadian Borrower or the Canadian Guarantors. 
 “Canadian Dollar Equivalent” means, with respect to any amount denominated in U.S. Dollars, the equivalent amount thereof in Canadian Dollars as determined by the Canadian Agent at such
time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Canadian Dollars with U.S. Dollars. 
 “Canadian Dollars” or “C$” means the lawful currency of Canada. 
 “Canadian Guarantors” has the meaning set forth in the introductory paragraph hereof. 
 “Canadian Lenders” means (a) each of the Persons identified as a “Canadian Lender” on the signature pages hereto, (b) any other entity that may be added as a Canadian
Lender in accordance with the terms of this Agreement; provided that such entity is able to fulfill all obligations of a Canadian Lender under the terms of this Agreement (including, but not limited to, the obligation to make Loans in Canadian
Dollars) in accordance with the requirements of the Bank Act (Canada), and (c) the successors and assigns of each of the foregoing; provided in all cases that only those entities dealing at arm’s-length with the Canadian Borrower
for all purposes of the Income Tax Act (Canada) shall be permitted to be Canadian Lenders hereunder. 
 “Canadian Lending Office” means, initially, the office of each Canadian Lender designated as such Lender’s Canadian Lending Office shown on Schedule 9.2; and thereafter, such other office of such Lender as such
Lender may from time to time specify to the Agents and the Company as the office of such Lender at which Base Rate Loans of such Lender are to be made, which office, in the case of a Canadian Lender that is an authorized foreign bank for the
purposes of the Bank Act (Canada), shall be in Canada. 
  

 6 








 “Canadian Obligations” means all Credit Party Obligations
of the Canadian Borrower and the other Canadian Credit Parties. 
 “Canadian Prime Rate” means
a fluctuating rate of interest per annum which is equal to the greater of (i) the reference rate of interest (however designated) of the Canadian Agent for determining interest chargeable by it on Canadian Dollar commercial loans made in Canada
at 10:00 a.m. on such day and (ii) 0.50% above the annual rate for 30-day Canadian Dollar bankers’ acceptances of Schedule I banks that appears on the Reuters Screen CDOR Page as of 10:00 a.m. on such day. 
 “Canadian Prime Rate Loan” means any Revolving Loans made by the Canadian Lenders in Canadian Dollars
accruing interest based on the Canadian Prime Rate. 
 “Canadian Revolving Commitment” means,
with respect to each Canadian Revolving Lender, the commitment of such Canadian Revolving Lender to make Canadian Revolving Loans in an aggregate principal Dollar Amount at any time outstanding up to such Canadian Revolving Lender’s Canadian
Revolving Commitment Percentage of the Canadian Revolving Committed Amount. 
 “Canadian Revolving
Commitment Percentage” means, for each Canadian Revolving Lender, the percentage identified as its Canadian Revolving Commitment Percentage on Schedule 2.1(a) or in the Assignment and Assumption pursuant to which such Canadian
Revolving Lender became a Canadian Revolving Lender hereunder, as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(b). 
 “Canadian Revolving Committed Amount” has the meaning set forth in Section 2.2(a). 

“Canadian Revolving Lender” means, as of any date of determination, any Canadian Lender holding a
Canadian Revolving Commitment on such date. 
 “Canadian Revolving Loans” means Revolving Loans
made to the Canadian Borrower under Section 2.2, including Bankers’ Acceptance Advances. 
 “Canadian Revolving Note” or “Canadian Revolving Notes” means the promissory notes of the Canadian Borrower provided pursuant to Section 2.2(e) in favor of each of the Canadian Revolving Lenders
that requests a promissory note evidencing the Canadian Revolving Loans made by each such Canadian Revolving Lender, individually or collectively, as appropriate, as such promissory notes may be amended, modified, restated, supplemented, extended,
renewed or replaced from time to time. 
 “Canadian Security Agreement” means the Amended and
Restated Canadian Security Agreement dated as of the Closing Date executed by the Canadian Borrower, the Company, the other Canadian Credit Parties and the Canadian Agent, for the benefit of the Canadian Lenders, as amended, modified or supplemented
from time to time in accordance with its terms. 
 “Canadian Security Documents” means,
collectively, (a) the Canadian Security Agreement and (b) any other documents executed and delivered in connection with the granting, attachment and perfection of the Canadian Agent’s security interests and liens arising thereunder in
the Canadian Collateral, including, without limitation, PPSA and RPMRR (Quebec) financing statements. 
 “Canadian Swingline Commitment” means the commitment of the Canadian Swingline Lender to make Canadian Swingline Loans in an aggregate principal amount at any time outstanding up to the Dollar Amount of the Canadian
Swingline Committed Amount, and the commitment of the Canadian

  

 7 








 
Revolving Lenders to purchase participation interests in the Canadian Swingline Loans as provided in Section 2.6(d)(ii), as such amounts may be reduced from time to time in accordance
with the provisions hereof. 
 “Canadian Swingline Committed Amount” has the meaning set forth
in Section 2.6(a). 
 “Canadian Swingline Lender” means Bank of America, acting
through its Canada Branch, in its capacity as such, or any successor Canadian swingline lender hereunder. 
 “Canadian Swingline Loan” or “Canadian Swingline Loans” has the meaning set forth in Section 2.6(a). 
 “Canadian Swingline Note” means the promissory note of the Canadian Borrower in favor of the Canadian Swingline Lender evidencing the Canadian Swingline Loans
provided pursuant to Section 2.6(i), as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time. 
 “Capital Assets” means, collectively, for any Person, all fixed assets, whether tangible or intangible determined in accordance with GAAP. 
 “Capital Lease” means, as applied to any Person, any lease of any Property (whether real, personal or
mixed) by such Person as lessee which would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on a balance sheet of such Person, other than, in the case of a Consolidated Company, any such lease under which
another Consolidated Company is the lessor. 
 “Capital Lease Obligation” means, with respect
to any Capital Lease, the amount of the rental and other obligations of the lessee thereunder which would, in accordance with GAAP, appear on a balance sheet of such lessee in respect of such Capital Lease. 
 “Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an
association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited),
(iv) in the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing
Person. 
 “Cash Equivalents” means (i) securities issued or directly and fully guaranteed
or insured by the United States of America, Canada or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America or Canada is pledged in support thereof) having maturities of not more than twelve
(12) months from the date of acquisition (“Government Obligations”), (ii) U.S. Dollar or Canadian Dollar denominated (or foreign currency fully hedged) time deposits, certificates of deposit, Eurodollar time deposits
and Eurodollar certificates of deposit of (A) any United States or Canadian commercial bank of recognized standing having capital and surplus in excess of a Dollar Amount of U.S.$250,000,000 or (B) any bank whose short-term commercial
paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 364 days from
the date of acquisition, (iii) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by any domestic corporation rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six (6) months of the date of acquisition, (iv) repurchase agreements with a bank or trust company (including a
Lender) or a recognized securities dealer having

  

 8 








 
capital and surplus in excess of a Dollar Amount of U.S.$500,000,000 for direct obligations issued by or fully guaranteed by the United States of America or Canada, (v) obligations of any
state of the United States, any province of Canada or any political subdivision thereof for the payment of the principal and redemption price of and interest on which there shall have been irrevocably deposited Government Obligations maturing as to
principal and interest at times and in amounts sufficient to provide such payment and (vi) Investments, classified in accordance with GAAP as current assets of the Company or its Subsidiaries, in money market investment programs registered
under the Investment Company Act of 1940, as amended, that are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments
(A) in corporate obligations having a remaining maturity of less than two (2) years, issued by corporations having outstanding comparable obligations that are rated in the two highest categories of Moody’s and S&P or no lower than
the two highest long term debt ratings categories of either Moody’s or S&P or (B) of the character, quality and maturity described in clauses (i) - (v) of this definition 
 “CDOR Rate” means, on any day on which Bankers’ Acceptances are to be issued pursuant hereto, the per
annum rate of interest which is the rate determined as being the arithmetic average of the annual yield rates applicable to Canadian bankers’ acceptances having identical issue and comparable maturity dates as the Bankers’ Acceptances
proposed to be issued by the Canadian Borrower displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefore) of Reuters Monitor Money Services as of approximately 10:00 a.m. (Toronto
time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Canadian Agent in good faith after 10:00 a.m. (Toronto time) to reflect any error in a posted rate or in the posted average
annual rate). 
 “Change in Control” means, as applied to the Company, that, during any period
of twelve (12) consecutive calendar months (i) more than fifty percent (50%) of the members of the Board of Directors of the Company who were members on the first day of such period shall have resigned or been removed or replaced,
other than as a result of death, disability, or change in personal circumstances, or (ii) any Person or “Group” (as defined in Section 13(d)(3) of the Exchange Act, but excluding (A) any employee benefit or stock ownership
plans of the Company, and (B) members of the Board of Directors and executive officers of the Company as of the date of this Agreement, members of the immediate families of such members and executive officers, and family trusts and partnerships
established by or for the benefit of any of the foregoing individuals) shall have acquired more than fifty percent (50%) of the combined voting power of all classes of common stock of the Company, except that the Company’s purchase of its
common stock outstanding on the date hereof which results in one or more of the Company’s shareholders of record as of the date of this Agreement controlling more than fifty percent (50%) of the combined voting power of all classes of the
common stock of the Company shall not constitute an acquisition hereunder. 
 “Closing Date”
means the date hereof. 
 “Code” means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections. 
 “Collateral” means collectively, the U.S. Collateral and the Canadian Collateral. 
 “Collateral Agent” has the meaning set forth in the introductory paragraph hereof, together with any
successors or assigns. 
  

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 “Commitment” means the U.S. Revolving Commitment, the
Canadian Revolving Commitment, the LOC Commitment, the Term Loan A Commitment, the Term Loan B Commitment, the U.S. Swingline Commitment and/or the Canadian Swingline Commitment, individually or collectively, as appropriate. 
 “Commitment Fees” has the meaning set forth in Section 2.12(a). 
 “Commitment Percentage” means the U.S. Revolving Commitment Percentage, the Canadian Revolving Commitment
Percentage, the Term Loan A Commitment Percentage, the Term Loan B Commitment Percentage and/or the Revolving Commitment Percentage, individually or collectively, as appropriate. 
 “Commitment Period” means (i) with respect to U.S. Revolving Loans and the Canadian Revolving Loans,
the period from (and including) the Closing Date to (but excluding) the Revolving/TLA Maturity Date and (ii) with respect to Letters of Credit, the period from (and including) the Closing Date to (but excluding) the date that is five
(5) Business Days prior to the Revolving/TLA Maturity Date. 
 “Company” has the meaning
set forth in the introductory paragraph hereof. 
 “Consolidated Assets” means, at any time,
the amount representing the assets of the Company and the Subsidiaries that would appear on a consolidated balance sheet of the Company and its Subsidiaries at such time prepared in accordance with GAAP. 
 “Consolidated Capital Expenditures” means for any period for the Consolidated Companies on a consolidated
basis, all capital expenditures made during such period, as determined in accordance with GAAP; provided, however, that Consolidated Capital Expenditures shall not include Permitted Acquisitions. 
 “Consolidated Companies” means, collectively, the Company, the Canadian Borrower, all of the Restricted
Subsidiaries, each Permitted Securitization Subsidiary and, to the extent required to be consolidated under GAAP, any Permitted Joint Venture. 
 “Consolidated Funded Debt” means the Funded Debt of the Consolidated Companies on a consolidated basis. 
 “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (i) EBITDA for the period of the four prior fiscal quarters ending
on such date to (ii) Consolidated Interest Expense paid or payable in cash during such period. 
 “Consolidated Interest Expense” means, for any period, all Interest Expense of the Consolidated Companies net of interest income of the Consolidated Companies determined on a consolidated basis in accordance with GAAP;
provided, however, that, for purposes of calculating Consolidated Interest Expense for the fiscal quarters ending June 30, 2008, September 30, 2008 and December 31, 2008, Consolidated Interest Expense shall be
annualized during such fiscal quarters such that (a) for the calculation of Consolidated Interest Expense as of June 30, 2008, Consolidated Interest Expense for the fiscal quarter then ending will be multiplied by four (4), (b) for
the calculation of Consolidated Interest Expense as of September 30, 2008, Consolidated Interest Expense for the two fiscal quarter period then ending will be multiplied by two (2) and (c) for the calculation of Consolidated Interest
Expense as of December 31, 2008, Consolidated Interest Expense for the three fiscal quarter period then ending will be multiplied by one and one-third (1 1/3). 
  

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 “Consolidated Net Income” means the net income of the
Consolidated Companies on a consolidated basis as defined according to GAAP minus (to the extent included in net income) the sum of (i) any net loss or net income of any Unrestricted Subsidiary that is not a Consolidated Company,
(ii) the net income or loss of any Consolidated Company for any period prior to the date it became a Consolidated Company as a result of any Permitted Acquisition, (iii) the gain or loss (net of any tax effect) resulting from the sale of
any Capital Assets by the Consolidated Companies other than in the ordinary course of business of the Consolidated Companies, and (iv) other extraordinary items, as defined by GAAP, of the Consolidated Companies. 
 “Consolidated Net Worth” means, as of any date of determination, (i) the shareholders’ equity of
the Consolidated Companies plus (ii) any Other Comprehensive Income charges related to foreign currency translation, net unrealized loss/gain on derivative instruments, pension plan liability and repatriation tax, in each case taken
after March 31, 2008, minus (iii) Other Comprehensive Income credits related to foreign currency translation, net unrealized loss/gain on derivative instruments, pension plan liability and repatriation tax, in each case taken after
March 31, 2008. For purposes of this definition, shareholders’ equity shall be determined on a consolidated basis in accordance with GAAP, as applied on a consistent basis by the Company in the calculation of such amounts in the
Company’s most recent financial statements required to be delivered pursuant to Section 5.7. 
 “Contractual Obligation” of any Person means any provision of any security issued by such Person or of any agreement, instrument or undertaking under which such Person is obligated or by which it or any of the property
owned by it is bound. 
 “Copyright Licenses” means any written agreement, naming any Credit
Party as licensor, granting any right under any Copyright including, without limitation, any thereof referred to in Schedule 3.16. 
 “Copyrights” means (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all
applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright office including, without limitation, any thereof referred to in Schedule 3.16, and (b) all
renewals thereof including, without limitation, any thereof referred to in Schedule 3.16. 
 “Credit Agreement” has the meaning set forth in the introductory paragraph hereof. 
 “Credit Documents” means a collective reference to this Credit Agreement, the Notes, the LOC Documents, the Security Documents, the Fee Letter, any Joinder Agreement and all other related agreements and documents issued or
delivered hereunder or thereunder or pursuant hereto or thereto (excluding, however, any Hedging Agreement). 
 “Credit Party” means any of the Company, the Canadian Borrower or the Guarantors. 
 “Credit Party Obligations” means, without duplication, (i) all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender) and the Agents, whenever arising, under this Credit Agreement and
the other Credit Documents (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an
allowed claim under the Bankruptcy Code) and (ii) all liabilities and obligations, whenever arising, owing from any Credit Party or any of its Subsidiaries to any Hedging Agreement Provider arising under any Hedging Agreement. 
 “Debt Issuance” means the incurrence by a Borrower or any Restricted Subsidiary after the Closing Date of
any Indebtedness in any one transaction or series of related transactions. 
  

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 “Default” means any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default. 
 “Defaulting Lender”
means, at any time, any Lender that, at such time, (i) has failed to make a Loan required pursuant to the terms of this Credit Agreement, (ii) has failed to pay to any Agent or any Lender an amount owed by such Lender pursuant to the terms
of the Credit Agreement or any other of the Credit Documents, or (iii) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar proceeding. 
 “Deferred Cash” means (a) certain restricted cash of Solvay LLC in an amount not to exceed
U.S.$33,600,000, all or a portion of which will be paid to the stockholders of the Acquired Company and Steven Hill on or prior to November 15, 2008 in accordance with the terms of the SCC Merger Agreement and (b) certain reserve funds of
Solvay LLC to service and support the Solvay Bonds in an amount not to exceed U.S.$18,500,000, all or a portion of which may be paid to the stockholders of the Acquired Company and Steven Hill upon the refinancing or refunding of the Solvay Bonds.

 “Demopolis IDB Bonds” means the industrial development bonds related to the Demopolis IDB
Leasehold Parcel. 
 “Demopolis IDB Leasehold Parcel” means the leasehold estate of Rock-Tenn
Mill Company, LLC in the real Property located in Demopolis, Alabama. 
 “Deposit Account Control
Agreement” means an agreement among a U.S. Credit Party, a depository institution and the Collateral Agent, which agreement is in a form acceptable to the Collateral Agent and which provides the Collateral Agent with “control” (as
such term is used in Article 9 of the Uniform Commercial Code) over the deposit account(s) described therein, as the same may be amended, modified, extended, restated, replaced, or supplemented from time to time. 
 “Determination Date” means with respect to any Extension of Credit: 
     (a)        in connection with the origination
of any new Extension of Credit, the Business Day which is the earliest of the date such credit is extended, the date the rate is set or the date the bid is accepted, as applicable; 
     (b)        in connection with any extension
or conversion or continuation of an existing Loan, the last Business Day of each month or the Business Day which is the earlier of the date such advance is extended, converted or continued, or the date the rate is set, as applicable, in connection
with any extension, conversion or continuation; 
     (c)        in connection with any extension of an existing Letter of Credit, the last Business Day of each month or the Business Day which is the date such Letter of Credit is
extended; or 
     (d)        the
date of any reduction of the Aggregate Revolving Committed Amount pursuant to the terms of Section 2.11; and 
 in
addition to the foregoing, such additional dates not more frequently than once a month as may be determined by the Administrative Agent. For purposes of determining availability hereunder, the rate of exchange for Canadian Dollars shall be the Spot
Rate for the purchase of U.S. Dollars with Canadian Dollars. 
  

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 “Dollar Amount” means, at any time, (a) with respect
to U.S. Dollars or an amount denominated in U.S. Dollars, such amount and (b) with respect to Canadian Dollars or an amount denominated in Canadian Dollars, the equivalent amount thereof in U.S. Dollars as determined by the Administrative Agent
at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of U.S. Dollars with Canadian Dollars. 
 “Domestic Lending Office” means, initially, the office of each Lender designated as such Lender’s Domestic Lending Office shown on Schedule 9.2; and
thereafter, such other office of such Lender as such Lender may from time to time specify to the Agents and the Company as the office of such Lender at which Base Rate Loans of such Lender are to be made, which shall include with respect to any
Canadian Lender, such Lender’s Canadian Lending Office for Base Rate Loans and Bankers’ Acceptance Advances. 
 “Domestic Subsidiary” means any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia. 
 “EBITDA” means for any fiscal period, Consolidated Net Income for such period plus (a) the
following to the extent deducted in determining such Consolidated Net Income, in each case as determined in accordance with GAAP for the applicable fiscal period: (i) Consolidated Interest Expense, (ii) tax expense (including, without
limitation, any federal, state, local and foreign income and similar taxes) of the Consolidated Companies, (iii) depreciation and amortization expense of the Consolidated Companies, (iv) any non-cash charges (other than restructuring
charges), including any non-cash charges for the impairment of goodwill taken pursuant to FASB 142 and any acquisition related expenses taken pursuant to FAS 141R (to the extent FAS 141R is in effect) that would otherwise have been capitalized under
GAAP in effect as of the Closing Date, (v) any non-cash restructuring charges actually taken so long as such charges are not an accrual for future cash payments, (vi) any cash restructuring charges and costs associated with SCC Acquisition
in an amount not to exceed U.S.$15,000,0000 during any fiscal year of the Company and U.S.$30,000,000 in the aggregate through the Term Loan B Maturity Date, (vii) other cash restructuring charges and costs actually taken after the Closing Date
in an amount not to exceed U.S.$15,000,0000 during any fiscal year of the Company and U.S.$30,000,000 in the aggregate through the Term Loan B Maturity Date, in each case exclusive of restructuring charges in connection with plant closings announced
prior to February 1, 2008, (viii) expenses relating to payments made to officers and employees of the Acquired Company and its Subsidiaries in connection with the SCC Acquisition (including, without limitation, compensation expenses with
respect to employment agreements entered into by the Acquired Company with Steven Grossman and Steven Hill pursuant to the SCC Merger Agreement) in an aggregate amount not to exceed $15,000,000, (ix) any expenses associated with the write up of
inventory acquired in the SCC Acquisition to fair market value as required by SFAS 141 and (x) any non-cash charges related to the expensing of stock options, plus (b) cash distributions of earnings of Unrestricted Subsidiaries made
to a Consolidated Company to the extent previously excluded in the determination of Consolidated Net Income by virtue of clause (i) of the definition of Consolidated Net Income; provided, however, that, notwithstanding any other
provision to the contrary contained in this Agreement, for purposes of any calculation made under the financial covenants set forth in Section 6.1 (including for purposes of the definitions of “Applicable Percentage” and
“Pro Forma Basis” set forth in Section 1.1), (I) the portion of total EBITDA for any applicable period attributable to Consolidated Companies which are not Credit Parties (without giving effect to any consolidation of
Consolidated Companies which are not Credit Parties), other than Solvay LLC and the Permitted Securitization Subsidiaries, shall not exceed 15% of EBITDA for such period and (II) the portion of total EBITDA for any applicable period attributable to
Permitted Securitization Subsidiaries shall not exceed the amount of cash distributions made by such Permitted Securitization Subsidiaries to the Credit Parties for such period plus the amount of interest and taxes of such Permitted Securitization
Subsidiaries for such period; provided, further, and notwithstanding any other provision to the contrary contained in this Agreement,

  

 13 








 
(A) EBITDA for the quarter ending September 30, 2007 shall be determined by adding (1) EBITDA of the Company and its Subsidiaries (without giving effect to the SCC Acquisition) for such
quarter, including EBITDA of the Permitted Securitization Subsidiaries, calculated in accordance with the methodology provided in the Existing Credit Agreement (the “Historical Company EBITDA”) and (2) EBITDA of the Acquired
Company and its Subsidiaries for the 12-week period ending September 8, 2007, as adjusted for pro forma ownership of 100% of the Capital Stock of Solvay LLC, excess management compensation associated with the SCC Acquisition and other costs not
expected to continue after the consummation of the SCC Acquisition (the “SCC EBITDA Adjustments”), (B) EBITDA for the quarter ending December 31, 2007 shall be determined by adding (1) the Historical Company EBITDA
for such quarter and (2) EBITDA of the Acquired Company and its Subsidiaries for the 16-week period ending December 29, 2007, as adjusted for the SCC EBITDA Adjustments, and (C) EBITDA for the quarter ending March 31, 2008 shall
be determined by adding (1) EBITDA of the Company and its Subsidiaries (without giving effect to the SCC Acquisition for the period prior to the Closing Date) for such period, as adjusted in clauses (a) and (b) above and
(2) EBITDA of the Acquired Company and its Subsidiaries for the period from December 30, 2007 to the Closing Date, as adjusted for the SCC EBITDA Adjustments. For the purposes of this definition, it is understood that, with respect to
financial statements covering periods prior to the Closing Date, the time periods of the applicable financial statements for the Acquired Company will vary slightly from those for the Company and its Subsidiaries. 
 “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund
and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a U.S. Revolving Commitment, the Issuing Lender, (iii) in the case of any assignment of a
Canadian Revolving Commitment, the Canadian Agent and (iv) unless an Event of Default has occurred and is continuing and so long as the Successful Syndication (as defined in the Fee Letter) of the Loans has been completed, the applicable
Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include any Credit Party or any of the Credit Party’s Affiliates or
Subsidiaries. 
 “Environmental Laws” means any and all applicable foreign, federal, state,
provincial, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements or any Governmental Authority or other Requirement of Law (including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Credit Agreement. 
 “Equity Offering” means the issuance by Company, the Canadian Borrower or any Restricted Subsidiary to any Person other than employees and directors of the Company
or any of its Restricted Subsidiaries of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or warrants, (c) any shares of its Capital Stock pursuant to the conversion of any debt
securities to equity or the conversion of any class equity securities to any other class of equity securities or (d) any options or warrants relating to its Capital Stock. The term Equity Offering shall not be deemed to include (i) any
Asset Disposition or (ii) any Debt Issuance. 
 “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer
to any successor sections. 
 “ERISA Affiliate” means an entity which is under common control
with any Credit Party within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes any Credit Party and which is treated as a single employer under subsection (b) or (c) of
Section 414 of the Code. 
  

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 “ERISA Event” means (a) a Reportable Event with
respect to a Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;
or (f) the imposition of any material liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate. 
 “Eurodollar Reserve Percentage” means for any day, the percentage (expressed as a decimal and rounded
upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic,
supplemental or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for a member bank of the Federal Reserve System in New York
City. 
 “Event of Default” has the meaning set forth in Section 7.1. 

“Exchange Act” means Securities Exchange Act of 1934, as amended. 
 “Exchange Percentage” means, as to each Lender, a fraction, expressed as a decimal, in each case determined
on the date of occurrence of a Sharing Event (but before giving effect to any actions to occur on such date pursuant to Article XII) of which (a) the numerator shall be the sum of (i) the respective U.S. Revolving Commitment
Percentage of such Lender of (x) the aggregate outstanding principal of all U.S. Revolving Loans and U.S. Swingline Loans and (y) the aggregate unreimbursed amount of outstanding Letters of Credit, (ii) the respective Canadian
Revolving Commitment Percentage of such Lender of the aggregate outstanding principal of all Canadian Revolving Loans and Canadian Swingline Loans (taking the Dollar Amounts of any amounts expressed in Canadian Dollars on the date of the occurrence
of the Sharing Event), (iii) the respective Term Loan A Commitment Percentage of such Lender of the aggregate principal amount of the outstanding Term Loan A of all Lenders and (iv) the respective Term Loan B Commitment Percentage of such
Lender of the aggregate principal amount of the outstanding Term Loan B of all Lenders, and (b) the denominator of which shall be the sum of (x) the aggregate outstanding principal of all Revolving Loans and Swingline Loans (taking the
Dollar Amounts of any amounts expressed in Canadian Dollars on the date of the occurrence of the Sharing Event) and (y) the aggregate unreimbursed amount of outstanding Letters of Credit, and (z) the aggregate principal amount of the
outstanding Term Loans of all Lenders. 
 “Excluded Asset Disposition” means (a) any Asset
Disposition permitted by Sections 6.4(a)-(f) and (b) Asset Dispositions occurring after the Closing Date the Net Proceeds of which do not exceed U.S.$10,000,000 in the aggregate through the Term Loan B Maturity Date.

 “Excluded Debt Issuance” means any Debt Issuance permitted by Sections 6.3(a) –
(i). 
 “Excluded Equity Offering” means (a) any Equity Offering by a Credit Party
in connection with a conversion of any Indebtedness of such Credit Party or any Restricted Subsidiary to equity and that results in no net receipt of cash proceeds by such Credit Party or any Restricted Subsidiary, (b) any Equity Offering
constituting consideration for a Permitted Acquisition and (c) any Equity Offering in

  

 15 








 
connection with the exercise of stock options by former directors, officers and employees of the Company and its Subsidiaries. 
 “Existing Credit Agreement” has the meaning set forth in the Recitals hereto. 
 “Existing Letters of Credit” means the Letters of Credit listed on Schedule 1.1(b).

 “Extension of Credit” means, as to any Lender, the making of a Loan by such Lender or the
issuance of, or participation in, a Letter of Credit by such Lender. 
 “Face Amount” means the
amount payable to the holder of a Bankers’ Acceptance on the maturity thereof. 
 “FAS
141R” means Statement of Financial Accounting Standards No. 141 (Revised 2007), “[Business Combinations]”. 
 “FASB 142” means Statement of Financial Accounting Standards No. 142, “[Goodwill and other Tangible Assets]”. 
 “Federal Funds Rate” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to
the nearest whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System of the United States arranged by Federal funds brokers on such day, as published
by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding
Business Day and (ii) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as reasonably
determined by the Administrative Agent. 
 “Fee Letter” means the Fee Letter dated as of
January 10, 2008, among the Company, Wachovia, Wachovia Capital Markets, LLC, Bank of America, Banc of America Securities, SunTrust and SunTrust Robinson Humphrey, Inc., as amended, restated, modified or supplemented from time to time.

 “Fees” means all fees payable pursuant to Section 2.12. 
 “Flood Hazard Property” has the meaning set forth in Section 5.12(c)(v). 
 “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in
which the Company is a resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
 “Foreign Subsidiary” means any Subsidiary of the Company that is not a Domestic Subsidiary. 
 “Fully Satisfied” means, with respect to the Credit Party Obligations as of any date, that, as of such
date, (a) all principal of and interest accrued to such date which constitute Credit Party Obligations shall have been irrevocably paid in full in cash, (b) all fees, expenses and other amounts then due and payable which constitute Credit
Party Obligations shall have been irrevocably paid in cash, (c) all outstanding Letters of Credit shall have been (i) terminated, (ii) fully irrevocably cash collateralized or (iii) secured by one or more letters of credit on
terms and conditions, and with one or more financial

  

 16 








 
institutions, reasonably satisfactory to the Issuing Lender and (d) the Commitments shall have expired or been terminated in full. 
 “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 
 “Funded Debt” means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (iii) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person
(other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (iv) all obligations of such Person incurred, issued or assumed as the deferred purchase price of
property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six (6) months of the incurrence thereof) that would appear as liabilities on a balance sheet of such Person,
including, without limitation, all obligations (whether actual or contingent) of such Person to make SCC Tax and Deferred Cash Payments, (v) the principal portion of all obligations of such Person under Capital Leases, (vi) the maximum
amount of all letters of credit issued or bankers’ acceptances facilities created for the account of such Person (other than letters of credit issued for the account of such Person in support of industrial revenue or development bonds that are
already included as Indebtedness of such Person under clause (ii) above) and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (vii) all preferred Capital Stock or other equity interests issued by such Person
and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to (A) mandatory sinking fund payments prior to the date six (6) months after the Term Loan B Maturity Date, (B) redemption prior to
the date six (6) months after the Term Loan B Maturity Date or (C) other acceleration, (viii) the principal balance outstanding under any Synthetic Lease, tax retention operating lease, off-balance sheet loan or similar off-balance
sheet financing product, (ix) all Indebtedness of others of the type described in clauses (i) through (viii) hereof secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (x) all Guaranty Obligations of such Person with respect to
Indebtedness of another Person of the type described in clauses (i) through (ix) hereof, and (xi) all Indebtedness of the type described in clauses (i) through (x) hereof of any partnership or unincorporated joint venture in
which such Person is a general partner or a joint venturer; provided, however, that (A) in the case of the Consolidated Companies, Funded Debt shall not include (I) intercorporate obligations solely among the Consolidated
Companies, (II) lease obligations pledged as collateral to secure the Demopolis IDB Bonds or the Tennessee IDB Bonds and (III) hedge adjustments resulting from terminated fair value interest rate derivatives, and (B) with respect to any Funded
Debt of any Permitted Joint Venture that is a Consolidated Company, the Funded Debt of such Permitted Joint Venture shall be limited to the product of the Ownership Share of the Credit Parties and their Restricted Subsidiaries in such Permitted
Joint Venture multiplied by the principal amount of such Funded Debt, unless such Funded Debt is recourse to a Borrower or any Restricted Subsidiary in which event the entire amount of such Funded Debt shall constitute Funded Debt; provided
further that the Funded Debt of Greenpine Road LLC and Pohlig Bros., LLC that is outstanding as of the Closing Date shall be limited to the product of the Ownership Share of the Credit Parties and their Restricted Subsidiaries in such
Permitted Joint Ventures multiplied by the principal amount of such Funded Debt. 
 “GAAP”
means generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3. 
 “Government Acts” has the meaning set forth in Section 2.21(a). 
  

 17 








 “Governmental Authority” means any nation or government,
any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supra-national bodies such as the European
Union or the European Central Bank). 
 “Guarantors” means (i) with respect to the
U.S. Obligations, the U.S. Guarantors, and (ii) with respect to the Canadian Obligations, the Company, the U.S. Guarantors and the Canadian Guarantors, and (iii) any Additional Credit Party that executes a Joinder Agreement, together with
their successors and permitted assigns, but excluding any Inactive Subsidiary. The Guarantors as of the Closing Date are set forth on Schedule 1.1(c). 
 “Guaranty” means the guaranty of the Guarantors set forth in Articles X and XI. 
 “Guaranty Obligations” means, with respect to any Person, without duplication, any obligations of such
Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and
including, without limitation, any obligation, whether or not contingent, (i) to purchase any such Indebtedness or any property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase
of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, keep well agreements, maintenance agreements, comfort letters or similar agreements or
arrangements) for the benefit of any holder of Indebtedness of such other Person, (iii) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (iv) to otherwise
assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding
principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made. 
 “Hazardous Substances” means “hazardous substances” as that term is defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended by the
Superfund Amendments and Reauthorization Acts of 1986, and petroleum, including crude oil or any fraction thereof. 
 “Hedging Agreement Provider” means any Person that (i) has provided the Administrative Agent with a fully executed Secured Party Designation Notice, substantially in the form of Schedule 1.1(f) and
(ii) enters into a Hedging Agreement with a Credit Party or any of its Subsidiaries that is permitted by Section 6.3 to the extent that (a) such Person is a Lender, an Affiliate of a Lender or any other Person that was a Lender
(or an Affiliate of a Lender) at the time it entered into the Hedging Agreement but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement or (b) such Person is a Lender or an Affiliate of a Lender
on the Closing Date or becomes a Lender after the Closing Date in connection with the primary syndication thereof and the Hedging Agreement was entered into on or prior to the Closing Date (even if such Person ceases to be a Lender or such
Person’s Affiliate ceased to be a Lender); provided, in the case of a Secured Hedging Agreement with a Person who is no longer a Lender, such Person shall be considered a Hedging Agreement Provider only through the stated maturity date
(without extension or renewal) of such Secured Hedging Agreement. 
 “Hedging Agreements”
means, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or
similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection

  

 18 








 
agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements, but excluding (i) any purchase, sale or option agreement
relating to commodities used in the ordinary course of such Person’s business and (ii) any agreement existing as of the Closing Date or entered into after the Closing Date in accordance with the historical practices of the Borrowers and
the Restricted Subsidiaries related to the fiber trading business of such Persons. 
 “Inactive
Subsidiary” means any Subsidiary of a Credit Party (other than an Unrestricted Subsidiary) that does not operate or conduct business and that possesses no Property or liabilities other than de minimus Property and liabilities. 

“Indebtedness” means, with respect to any Person, without duplication, (i) all obligations of such
Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (iii) all obligations of such Person under conditional sale
or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (iv) all obligations
of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six (6) months of the incurrence thereof) that
would appear as liabilities on a balance sheet of such Person, including, without limitation, all obligations (whether actual or contingent) of such Person to make SCC Tax and Deferred Cash Payments, (v) all obligations of such Person under
take-or-pay or similar arrangements or under commodities agreements (excluding (a) any purchase, sale or option agreement relating to commodities used in the ordinary course of such Person’s business and (b) any agreement existing as
of the Closing Date or entered into after the Closing Date in accordance with the historical practices of the Borrowers and the Restricted Subsidiaries related to the fiber trading business of such Persons), (vi) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed; provided that so long as such Indebtedness is non-recourse to such Person, only the portion of such obligations which is secured shall constitute Indebtedness hereunder, (vii) all Guaranty
Obligations of such Person with respect to Indebtedness of another Person, (viii) the principal portion of all obligations of such Person under Capital Leases plus any accrued interest thereon, (ix) all obligations of such Person under
Hedging Agreements to the extent required to be accounted for as a liability under GAAP, excluding any portion thereof which would be accounted for as interest expense under GAAP, (x) the maximum amount of all letters of credit issued or
bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (xi) all preferred Capital Stock or other equity interest issued by such Person and
which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to (A) mandatory sinking fund payments prior to the date six (6) months after the Term Loan B Maturity Date, (B) redemption prior to the
date six (6) months after the Term Loan B Maturity Date or (C) other acceleration, (xii) the principal balance outstanding under any Synthetic Lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet
financing product plus any accrued interest thereon, and (xii) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer. 
 “Intellectual Property” means all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and
Trademark Licenses. 
 “Interbank Reference Rate” means, in respect of any currency, the
interest rate expressed as a percentage per annum which is customarily used by the Canadian Agent when calculating interest due by it or owing to it arising from correction of errors in transactions in that currency between it and other banks.

  

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 “Interest Expense” means, with respect to any Person for
any period, the sum of the amount of interest paid or accrued in respect of such period. 
 “Interest
Payment Date” means (a) as to any Base Rate Loan, (i) the last day of each March, June, September and December, (ii) with respect to Revolving Loans and the Term Loan A, the Revolving/TLA Maturity Date and (iii) with
respect to the Term Loan B, the Term Loan B Maturity Date, (b) as to any LIBOR Rate Loan having an Interest Period of three (3) months or less, the last day of such Interest Period, and (c) as to any LIBOR Rate Loan having an Interest
Period longer than three (3) months, each day which is three (3) months after the first day of such Interest Period and the last day of such Interest Period. 
 “Interest Period” means, as to any LIBOR Rate Loan, a period of one (1), two (2), three (3) or six (6) months duration (or nine (9) or twelve
(12) months duration with the consent of each applicable Lender), as the Applicable Borrower may elect, commencing in each case, on the date of the borrowing (including conversions, extensions and renewals); provided, however,
(i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that in the case of LIBOR Rate Loans where the next succeeding Business Day falls in
the next succeeding calendar month, then on the next preceding Business Day), (ii) no Interest Period with respect to Revolving Loans or the Term Loan A shall extend beyond the Revolving/TLA Maturity Date, (iii) no Interest Period with
respect to the Term Loan B shall extend beyond the Term Loan B Maturity Date and (iv) in the case of LIBOR Rate Loans, where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which
the Interest Period is to end, such Interest Period shall end on the last day of such calendar month; provided, however, (A) if the Applicable Borrower shall fail to give notice as provided above, if the Company, the Company shall
be deemed to have selected an Alternate Base Rate Loan, and if the Canadian Borrower, the Canadian Borrower shall be deemed to have selected a U.S. Base Rate Loans to replace the affected LIBOR Rate Loan and (B) no more than eight
(8) LIBOR Rate Loans may be in effect at any time. For purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date and have the same duration,
although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period. 
 “Investment Grade Status” shall exist at any time when the rating of the Company’s senior
non-credit-enhanced long-term unsecured debt is at or above BBB- from S&P and at or above Baa3 from Moody’s; provided, that if either S&P or Moody’s changes its system of classification after the date of this Credit
Agreement, Investment Grade Status shall exist at any time when the rating of the Company’s non-credit-enhanced senior long-term unsecured debt is at or above the new rating which most closely corresponds to the above-specified level under the
previous rating system. 
 “Investment” means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, a Guaranty Obligation incurred for
the benefit of, or purchase or other acquisition of any other Indebtedness or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other
acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. 
 “Issuing Lender” means Wachovia, SunTrust and any other Lender that agrees to be an issuing lender at the request of the Company and is approved by the Administrative Agent, or any
successor issuing lender hereunder. 
  

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 “Issuing Lender Fees” has the meaning set forth in
Section 2.12(c). 
 “Joinder Agreement” means a Joinder Agreement in substantially
the form of Schedule 5.10, executed and delivered by each Person required to become a Guarantor in accordance with the provisions of Section 5.10. 
 “Joint Venture” means, with respect to any Person, any corporation or other entity (including, without limitation, limited liability companies, partnerships, joint
ventures, and associations) regardless of its jurisdiction of organization or formation, of which some but less than 100% of the total combined voting power of all classes of Voting Stock or other ownership interests, at the time as of which any
determination is being made, is owned by such Person, either directly or indirectly through one or more Subsidiaries of such Person. 
 “Joint Venture Investment” means the total amount, valued at book value at the time of contribution, of any paid in capital (including any asset and other capital contributions but
excluding any intangible assets other than patents, trademarks and copyrights which shall be included) contributed by a Borrower or any Restricted Subsidiary to any Joint Venture minus any distributions received by a Borrower or any Restricted
Subsidiary from such Joint Venture. 
 “Lead Arrangers” means Wachovia Capital Markets, LLC,
SunTrust Robinson Humphrey, Inc. and Banc of America Securities, each in its capacity as a joint lead arranger with respect to this Credit Agreement. 
 “Lenders” means each of the Persons identified as a “Lender” or “Canadian Lender” on the signature pages hereto, and their successors and assigns. 
 “Letters of Credit” means any letter of credit issued by the Issuing Lender pursuant to the terms hereof,
as such Letters of Credit may be amended, restated, modified, extended, renewed or replaced from time to time. 
 “Letter of Credit Fee” has the meaning set forth in Section 2.12(b). 
 “Leverage Ratio” means, as of any date of determination, the ratio of (i) the sum of (a) Total Funded Debt as of such date minus (b) Deferred Cash to (ii) EBITDA for the period of the four prior
fiscal quarters ending on such date. 
 “LIBOR” means: 
     (i)        for any LIBOR Rate Loan made to
the Company for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in U.S.
Dollars at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, then “LIBOR” shall
mean the rate per annum at which, as determined by the Administrative Agent in accordance with its customary practices, U.S. Dollars in an amount comparable to the Loans then requested are being offered to leading banks at approximately 11:00 a.m.
London time, two (2) Business Days prior to the commencement of the applicable Interest Period for settlement in immediately available funds by leading banks in the London interbank market for a period equal to the Interest Period selected; and

  

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     (ii)       for any LIBOR Rate Loan made to the Canadian Borrower for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in U.S. Dollars at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such
Interest Period. If for any reason such rate is not available, the term “LIBOR” shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing
on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in U.S. Dollars at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBOR01 Page (or any successor page), the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if
necessary, to the nearest 1/100 of 1%). If, for any reason, neither of such rates is available, then “LIBOR”, in the case of LIBOR Rate Loans made to the Canadian Borrower, shall mean the rate per annum at which, as determined by the
Canadian Agent, U.S. Dollars in an amount comparable to the Loans then requested are being offered to leading banks at approximately 11:00 a.m. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for
settlement in immediately available funds by leading banks in the London interbank market for a period equal to the Interest Period selected. 
 “LIBOR Lending Office” means, initially, the office of each Lender designated as such Lender’s LIBOR Lending Office shown on Schedule 9.2 (which, for each Canadian Lender that
is an authorized foreign bank for the purposes of the Bank Act (Canada) shall be an office located in Canada); and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent, the Canadian
Agent and the Company as the office of such Lender at which the LIBOR Rate Loans of such Lender are to be made. 
 “LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by (i) in the case of LIBOR Rate Loans made to the Company, the Administrative Agent, and (ii) in
the case of LIBOR Rate Loans made to the Canadian Borrower, the Canadian Agent, in each case pursuant to the following formula: 
  

							
	 LIBOR Rate =
	 		  	 LIBOR
	  	
		 		  	1.00 - Eurodollar Reserve Percentage      	  	

 For the purposes of clarification, there shall be no Eurodollar
Reserve Percentage applicable to any LIBOR Rate Loan that is a Canadian Revolving Loan. 
 “LIBOR Rate
Loan” means any Loan bearing interest at a rate determined by reference to the LIBOR Rate. 
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any conditional sale or
other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature
thereof). 
 “Loan” or “Loans” means a Revolving Loan, the Term Loan A, the
Term Loan B and/or a Swingline Loan, as appropriate. 
  

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 “LOC Commitment” means the commitment of the Issuing Lender
to issue Letters of Credit up to the LOC Committed Amount and, with respect to each U.S. Revolving Lender, the commitment of such U.S. Revolving Lender to purchase Participation Interests in the Letters of Credit up to such U.S. Revolving
Lender’s Revolving Commitment Percentage of the LOC Committed Amount, as such amount may be reduced from time to time in accordance with the provisions hereof. 
 “LOC Committed Amount” has the meaning set forth in Section 2.7(a). 
 “LOC Documents” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any
application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned
or (ii) any collateral security for such obligations. 
 “LOC Obligations” means, at any
time, the sum of (i) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit
plus (ii) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed. 
 “Mandatory Canadian Borrowing” has the meaning set forth in Section 2.6(c). 
 “Mandatory LOC Borrowing” has the meaning set forth in Section 2.7(e). 
 “Mandatory U.S. Borrowing” has the meaning set forth in Section 2.5(b). 
 “Material Adverse Change” has the meaning set forth in Section 4.1(j). 
 “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent),
condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Credit Parties, taken as a whole, to perform their obligations under any Credit Document; or
(c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Credit Parties, taken as a whole, of the Credit Documents. 
 “Material Contract” means any contract or other arrangement to which the Company or any of its Subsidiaries is a party that is filed with the SEC. 
 “Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee of the business of
such company in the business of rating securities. 
 “Mortgage Instrument” means any mortgage,
deed of trust or deed to secure debt executed by a Credit Party in favor of the Collateral Agent, for the benefit of the applicable Secured Parties, as the same may be amended, modified, extended, restated, replaced, or supplemented from time to
time. 
 “Mortgage Policy” means, with respect to any Mortgage Instrument, an ALTA mortgagee
title insurance policy issued by a title insurance company (the “Title Insurance Company”) selected by the Collateral Agent in an amount satisfactory to the Collateral Agent, in form and substance satisfactory to the Collateral
Agent. 
  

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 “Mortgaged Property” means any owned or leased real
property of a Credit Party listed on Schedule 5.12-1 and any other owned or leased real property of a Credit Party that is or will become encumbered by a Mortgage Instrument in favor of the Collateral Agent in accordance with the terms of
this Agreement. 
 “Multiemployer Plan” means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions. 
 “Net Proceeds” means the aggregate cash proceeds received by the Borrowers or any of the Restricted
Subsidiaries in respect of any Equity Offering, Debt Issuance or Asset Disposition (including, without limitation, any cash received upon the sale or other disposition of, or in connection with the servicing of or return on investment from, any
noncash consideration received in any Equity Offering, Debt Issuance or Asset Disposition), in each case, net of the direct costs relating to such Equity Offering, Debt Issuance or Asset Disposition, as the case may be (including, without
limitation, legal, accounting and investment banking fees, printing, sales and distribution costs and expenses, and sales commissions), and taxes paid or payable as a result thereof. 
 “Note” or “Notes” means the U.S. Revolving Notes, the Canadian Revolving Notes, the U.S.
Swingline Note, the Canadian Swingline Note and/or the Term Notes, collectively, separately or individually, as appropriate. 
 “Notice of Borrowing” means (i) a request for a U.S. Revolving Loan borrowing pursuant to Section 2.1(b)(i), (ii) a request for a Canadian Revolving Loan borrowing
pursuant to Section 2.2(b)(i), (iii) a request for a Bankers’ Acceptance Advance pursuant to Section 2.2(f)(i), (iv) a request for a U.S. Swingline Loan borrowing pursuant to Section 2.5(b)(i), or
(v) a request for a Canadian Swingline Loan borrowing pursuant to Section 2.6(b), as appropriate. A Form of Notice of Borrowing is attached as Schedule 1.1(d). 
 “Notice of Conversion/Extension” means the written notice of (i) conversion of a LIBOR Rate Loan to an
Alternate Base Rate Loan, (ii) conversion of an Alternate Base Rate Loan to a LIBOR Rate Loan, (iii) conversion of a U.S. Base Rate Loan to a LIBOR Rate Loan, (iv) conversion of a Canadian Prime Rate Loan to a Bankers’ Acceptance
Advance or (v) extension of a LIBOR Rate Loan or Bankers’ Acceptance Advance, as appropriate, in each case substantially in the form of Schedule 1.1(e). 
 “Notional BA Proceeds” means, with respect to a Bankers’ Acceptance Advance, the aggregate Face Amount of the Bankers’ Acceptance or face amount of an
Acceptance Note comprising such Bankers’ Acceptance Advance, if applicable, less the aggregate of: 
     (a)        a discount from the aggregate Face Amount of such Bankers’ Acceptance or face amount of such Acceptance Note, as applicable, calculated in accordance with
normal market practices based on the BA Rate for the term of such Bankers’ Acceptance or Acceptance Note, as applicable; and 
     (b)        the amount of the acceptance fees determined in accordance with Section 2.2(f) in respect of such Bankers’
Acceptance Advance. 
 “OFAC” has the meaning set forth in Section 3.23(a).

  

 24 








 “Other Taxes” means all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Credit Document. 
 “Ownership Share” means, with respect to any
Permitted Joint Venture, a Borrower’s or any Restricted Subsidiary’s relative equity ownership (calculated as a percentage) in such Permitted Joint Venture determined in accordance with the applicable provisions of the declaration of
trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Permitted Joint Venture. 
 “Participant” has the meaning set forth in Section 9.6(d). 
 “Participation Interest” means the purchase by a Revolving Lender of a participation interest in Swingline
Loans as provided in Section 2.5(b)(ii) and Section 2.6(c), as applicable, and in Letters of Credit as provided in Section 2.7(c). 
 “Patent License” means all agreements, whether written or oral, providing for the grant by or to a Credit Party of any right to manufacture, use or sell any
invention covered by a Patent, including, without limitation, any thereof referred to in Schedule 3.16. 
 “Patents” means (a) all letters patent of the United States or any other country and all reissues and extensions thereof, including, without limitation, any thereof referred to in Schedule 3.16, and (b) all
applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any thereof referred to in Schedule 3.16. 
 “Patriot Act” means the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26,
2001. 
 “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of Title IV of ERISA. 
 “Pension Plan” means any “employee pension benefit plan”
(as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Company or any ERISA Affiliate or to which the Company or any ERISA Affiliate
contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years. 

“Permitted Acquisition” means any Acquisition so long as (i) at the time of such Acquisition, no
Default or Event of Default is in existence; (ii) such Acquisition has been approved by the board of directors of the Person being acquired prior to any public announcement thereof; (iii) the Agents shall have received all items in respect
of Collateral acquired in such Acquisition and/or in respect of any Subsidiary that is formed to effect such Acquisition, required to be delivered by the terms of Section 5.10 and/or Section 5.11; (iv) after giving
effect to the Acquisition, the representation and warranty set forth in Section 3.19 shall be true and correct; and (v) the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating
that, upon giving effect to such Acquisition on a Pro Forma Basis, the Leverage Ratio does not exceed the lesser of (A) 4.50 to 1.0 and (B) the sum of the maximum permitted Leverage Ratio then in effect minus 0.25, in each case as
of the most recent fiscal quarter end for which the Administrative Agent has received the Required Financial Information; provided, however, that if at the time of such Acquisition the maximum Leverage Ratio then permitted

  

 25 








 
under Section 6.1(b) as of the end of any fiscal quarter of the Borrower is equal to or less 3.75 to 1.00, then such Pro Forma Compliance Certificate to be delivered in connection
with such Acquisition shall only be required to demonstrate that, upon giving effect to such Acquisition on a Pro Forma Basis, the Borrowers would be in compliance with the financial covenants set forth in Section 6.1. 
 “Permitted Joint Ventures” means, collectively, (i) RTS Packaging, LLC, (ii) Seven Hills
Paperboard, LLC, (iii) GraphCorr LLC, (iv) Greenpine Road LLC, (v) Pohlig Bros., LLC, (vi) Schiffenhaus California LLC, (vii) Schiffenhaus Canada Inc., (viii) Quality Packaging Specialists International, LLC,
(ix) Display Source Alliance, LLC and (x) other Joint Ventures; provided, however, that the aggregate amount of the Joint Venture Investments made after the Closing Date for all such Joint Ventures shall not exceed
U.S.$50,000,000. 
 “Permitted Liens” means Liens in respect of Property of the Borrowers and
the Restricted Subsidiaries permitted to exist pursuant to the terms of Section 6.2. 
 “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 accounts receivable and related
rights from the Company or one or more of its Subsidiaries, the securitization of such accounts receivable and related rights and activities necessary or incidental to the foregoing and (v) meets S&P’s requirements for special purpose
entities engaged in securitization of assets. 
 “Permitted Securitization Transaction” means
the transfer by the Company or one or more of its Restricted Subsidiaries of receivables and rights related thereto to one or more Permitted Securitization Subsidiaries and the related financing of such receivables and rights related thereto;
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 total amount of all receivables at any time subject to all Permitted Securitization Transactions shall not exceed U.S. $225,000,000 in the aggregate and (iv) 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). 
 “Person” means any individual, partnership, joint venture, firm, corporation, limited liability company,
association, trust or other enterprise (whether or not incorporated) or any Governmental Authority. 
 “Plan” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which any Credit Party or any ERISA Affiliate is (or, if such plan were terminated at such
time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 
 “Pledge Agreement” means the Pledge Agreement (Shared Collateral) dated as of the Closing Date executed by the U.S. Credit Parties and the Collateral Agent, for the benefit of the holders
of the Secured Obligations (as defined therein), as amended, modified or supplemented from time to time in accordance with its terms. 
 “Prime Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime commercial lending rate in effect at its principal office,
with each change in the Prime Rate being effective on the date such change is publicly announced as effective (it

  

 26 








 
being understood and agreed that the Prime Rate is a reference rate used by the Administrative Agent in determining interest rates on certain loans and is not intended to be the lowest rate of
interest charged on any extension of credit by the Administrative Agent to any debtor). 
 “Principal
Property” has the meaning set forth in the 1995 Senior Note Indenture and includes any Mortgaged Property of the Company and its Subsidiaries that is required to secure, on a pari passu basis with the Credit Party Obligations, the
obligations of the Company under the 2011 Senior Notes and the 2013 Senior Notes. 
 “Pro Forma
Basis” means, in connection with the calculation as of the applicable Calculation Date (utilizing the principles set forth in Section 1.3(c)) of the financial covenants set forth in Section 6.1(a)-(c) in
respect of a proposed transaction or designation of a Restricted Subsidiary as an Unrestricted Subsidiary (a “Specified Transaction”), the making of such calculation after giving effect on a pro forma basis to: 
     (a)        the consummation of such Specified
Transaction as of the first day of the applicable Calculation Period; 
     (b)        the assumption, incurrence or issuance of any Indebtedness of a Borrower or any Restricted Subsidiary (including any Person which became a Restricted Subsidiary
pursuant to or in connection with such Specified Transaction) in connection with such Specified Transaction, as if such Indebtedness had been assumed, incurred or issued (and the proceeds thereof applied) on the first day of such Calculation Period
(with any such Indebtedness bearing interest at a floating rate being deemed to have an implied rate of interest for the applicable period equal to the rate which is or would be in effect with respect to such Indebtedness as of the applicable
Calculation Date); 
     (c)        the permanent repayment, retirement or redemption of any Indebtedness (other than revolving Indebtedness, except to the extent accompanied by a permanent commitment
reduction) by a Borrower or any Restricted Subsidiary (including any Person which became a Restricted Subsidiary pursuant to or in connection with such Specified Transaction) in connection with such Specified Transaction, as if such Indebtedness had
been repaid, retired or redeemed on the first day of such Calculation Period; 
     (d)        other than in connection with such Specified Transaction, any assumption, incurrence or issuance of any Indebtedness by a Borrower or any Restricted Subsidiary after
the first day of the applicable Calculation Period, as if such Indebtedness had been assumed, incurred or issued (and the proceeds thereof applied) on the first day of such Calculation Period (with any such Indebtedness bearing interest at a
floating rate being deemed to have an implied rate of interest for the applicable period equal to the weighted average of the interest rates actually in effect with respect to such Indebtedness during the portion of such period that such
Indebtedness was outstanding); and 
     (e)        other than in connection with such Specified Transaction, the permanent repayment, retirement or redemption of any Indebtedness (other than revolving Indebtedness,
except to the extent accompanied by a permanent commitment reduction) by a Borrower or any Restricted Subsidiary after the first day of the applicable Calculation Period, as if such Indebtedness had been repaid, retired or redeemed on the first day
of such Calculation Period. 
 “Pro Forma Compliance Certificate” means a certificate of a
Responsible Officer of the Company delivered to the Administrative Agent in connection with a Specified Transaction, such certificate to

  

 27 








 
contain reasonably detailed calculations satisfactory to the Administrative Agent, upon giving effect to the applicable Specified Transaction on a Pro Forma Basis, of the financial covenants set
forth in Section 6.1(a) - (c) for the applicable Calculation Period; provided that, for any period prior to June 30, 2008, such certificate shall contain calculations demonstrating compliance with the initial financial
covenant levels required by Section 6.1(a) – (c) for the quarter ending June 30, 2008. 
 “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. 
 “Recovery Event” means theft, loss, physical destruction or damage, taking or similar event with respect to
any property or assets owned by a Borrower or any of the Restricted Subsidiaries which results in the receipt by a Borrower or any of the Restricted Subsidiaries of any cash insurance proceeds or condemnation award payable by reason thereof.

 “Register” has the meaning set forth in Section 9.6. 
 “Regulation S-X” has the meaning set forth in Section 3.14. 
 “Regulation T, U, or X” means Regulation T, U or X, respectively, of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a portion thereof. 
 “Related
Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 
 “Required Lenders” means Lenders holding in the aggregate more than fifty percent (50%) of
(a) the Revolving Commitments (and Participation Interests therein) and outstanding Term Loans or (b) if the Revolving Commitments have been terminated, the aggregate principal Dollar Amount (determined as of the most recent Determination
Date) of the outstanding Loans and Participation Interests; provided, however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, Credit Party
Obligations (including Participation Interests) owing to such Defaulting Lender and such Defaulting Lender’s Revolving Commitments, or after termination of the Revolving Commitments, the principal balance of the Credit Party Obligations owing
to such Defaulting Lender. 
 “Required Canadian Lenders” means Lenders holding in the
aggregate more than fifty percent (50%) of (a) the Canadian Revolving Commitments (and Participation Interests therein) or (b) if the Canadian Revolving Commitments have been terminated, the aggregate principal Dollar Amount
(determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Participation Interests (including the Participation Interests of the Canadian Swingline Lender in Canadian Swingline Loans); provided,
however, that if any Canadian Revolving Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Canadian Lenders, Canadian Obligations (including Participation Interests) owing to such
Defaulting Lender and such Defaulting Lender’s Commitments, or after termination of the Canadian Revolving Commitments, the principal balance of the Canadian Obligations owing to such Defaulting Lender. 
 “Required Financial Information” means, as to any fiscal quarter or fiscal year of the Company, the
financial information required by subsections (a) through (c) of Section 5.7 for such fiscal quarter or fiscal year, as applicable. 
  


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 “Required Revolving Lenders” means Revolving Lenders
holding in the aggregate more than fifty percent (50%) of (a) the Revolving Commitments (and Participation Interests therein) or (b) if the Revolving Commitments have been terminated, the aggregate principal Dollar Amount (determined
as of the most recent Determination Date) of the outstanding Revolving Loans and Participation Interests; provided, however, that if any Revolving Lender shall be a Defaulting Lender at such time, then there shall be excluded from the
determination of Required Revolving Lenders, Credit Party Obligations (including Participation Interests) owing to such Defaulting Lender and such Defaulting Lender’s Revolving Commitments, or after termination of the Revolving Commitments, the
principal balance of the Credit Party Obligations owing to such Defaulting Lender. 
 “Requirement of
Law” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person or any of its material property is subject. 
 “Responsible Officer” means any of the Chief Executive Officer, Chief Financial Officer, the Treasurer or the Controller of the Company. 
 “Restricted Payment” has the meaning set forth in Section 6.13. 
 “Restricted Subsidiary” means (i) any Subsidiary of the Company identified as such on Schedule
3.13, (ii) any Inactive Subsidiary and (iii) any Subsidiary of the Company created or acquired after the date of this Credit Agreement other than an Unrestricted Subsidiary. 
 “Revaluation Date” means each of the following: (a) each date a LIBOR Rate Loan denominated in U.S.
Dollars is made pursuant to Section 2.1 or Section 2.2; (b) each date a LIBOR Rate Loan is continued pursuant to Section 2.9; (c) the last Business Day of each calendar month; and (d) such
additional dates as the Administrative Agent, Canadian Agent or the Required Lenders shall specify. 
 “Revolving Commitments” means, collectively, the Canadian Revolving Commitments, the U.S. Revolving Commitments, the LOC Commitment, the U.S. Swingline Commitment and the Canadian Swingline Commitment. 
 “Revolving Lenders” means, collectively, the Canadian Revolving Lenders and the U.S. Revolving Lenders.

 “Revolving Loans” means, collectively, the Canadian Revolving Loans and the U.S. Revolving
Loans. 
 “Revolving Notes” means, collectively, the Canadian Revolving Notes and the U.S.
Revolving Notes. 
 “Revolving/TLA Maturity Date” means the earlier to
occur of (a) the date that is five (5) years from the Closing Date and (b) if the 2013 Senior Notes have not been paid in full or refinanced by September 15, 2012 (with a new maturity date that is on or after the date that is six
and one-half (6  1/2) years from the Closing Date),
September 15, 2012. 
 “S&P” means Standard & Poor’s Ratings
Group, a division of The McGraw-Hill Companies, or any successor or assignee of the business of such division in the business of rating securities. 
  

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 “Sanctioned Entity” means (a) a country or a
government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a person or entity resident in or determined to be resident in a
country, that is subject to a country sanctions program administered and enforced by OFAC. 
 “Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC. 
 “SCC Acquisition” means the acquisition by the Company and/or one of its Restricted Subsidiaries of Southern Container Corp., a Delaware corporation (the “Acquired
Company”), pursuant to the SCC Merger Agreement. 
 “SCC Acquisition Documents” means
the Merger Agreement and each other document executed and delivered in connection with the consummation of the SCC Acquisition. 
 “SCC Merger Agreement” means the Agreement and Plan of Merger, dated as of January 10, 2008, by and among the Company, Carrier Merger Sub, Inc., the Acquired Company, the
stockholders party thereto, Steven Hill and the stockholders’ representative. 
 “SCC Tax and
Deferred Cash Payments” means payments made by the Company (i) to the stockholders of the Acquired Company, as required by Section 1.19(b) of the SCC Merger Agreement, in connection with an election made by the Company under
Section 338(h)(10) of the Code in accordance with the terms of the SCC Merger Agreement and (ii) to such stockholders and Steven Hill, as required by Section 1.9(b) of the SCC Merger Agreement, of the Deferred Cash (as defined in the
SCC Merger Agreement). 
 “SEC” means the Securities and Exchange Commission. 
 “Secured Hedging Agreement” means any Hedging Agreement between a Credit Party and a Hedging Agreement
Provider, as amended, restated, amended and restated, modified, supplemented or extended from time to time. 
 “Secured Parties” means each of the Lenders, the Issuing Lender, the U.S. Swingline Lender, the Canadian Swingline Lender, the Agents and the Hedging Agreement Providers. 
 “Securities Account Control Agreement” means an agreement among a U.S. Credit Party, a securities
intermediary and the Collateral Agent, which agreement is in a form acceptable to the Collateral Agent and which provides the Collateral Agent with “control” (as such term is used in Articles 8 and 9 of the Uniform Commercial Code) over
the securities account(s) described therein, as the same may be as amended, modified, extended, restated, replaced, or supplemented from time to time. 
 “Securities Act” means the Securities Act of 1933, as amended. 
 “Security” means “security” as defined in Section 2(1) of the Securities Act. 
 “Security Documents” means collectively, the Canadian Security Documents and the U.S. Security Documents. 
 “Senior Note Indentures” means, collectively, the 1995 Senior Note Indenture and the 2008 Senior Note Indenture. 
  

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 “Sharing Event” means (a) the occurrence of any Event
of Default under Section 7.1(g), (b) the declaration of the termination of any Commitment, or the acceleration of the maturity of any Loans, in each case in accordance with Section 7.2 or (c) the failure of any
Borrower to pay any principal of, or interest on, any Loans or any LOC Obligations on the Revolving/TLA Maturity Date or the Term Loan B Maturity Date. 
 “Solvay Bonds” means Indebtedness of Solvay LLC in an aggregate principal amount of up to U.S.$134,400,000, as evidenced by the Series 1998 Solid Waste Disposal Facility Revenue Refunding
Bonds and the Series 2000A, 2001 and 2002 Solid Waste Disposal Facility Revenue Bonds, each issued by the Onondaga County Industrial Development Agent and guaranteed by Solvay LLC, which industrial revenue bonds were issued to finance the
construction of and improvements to the Solvay Facility, and the letter of credit facility securing the Series 2000A, 2001 and 2002 Solid Waste Disposal Facility Revenue Bonds. 
 “Solvay Facility” means the recycled containerboard mill facility owned by Solvay LLC and located in the Village of Solvay, New York. 
 “Solvay LLC” means Solvay Paperboard LLC. 
 “Solvay Supply Contract” means the agreement dated May 5, 1998 (amended and restated on Feb 1, 2005)
and expiring on December 31, 2018 by which Trigen-Syracuse Energy Corp. supplies steam to the Solvay Facility. 
 “Specified Transaction” has the meaning set forth in the definition of Pro Forma Basis set forth in this Section 1.1. 
 “Spot Rate” means, with respect to Canadian Dollars, the rate quoted by Bank of America, N.A., acting through its Canada Branch, as the spot rate for the purchase of
Canadian Dollars with U.S. Dollars (or the purchase of U.S. Dollars with Canadian Dollars, as applicable) through its principal foreign exchange trading office at approximately 11:00 a.m. on the date (i) such foreign exchange computation is
made in the case of U.S. Base Rate Loans and Canadian Prime Rate Loans, and (ii) three (3) Business Days prior to the date as of which the foreign exchange computation is made in the case of LIBOR Rate Loans and Bankers’ Acceptance
Advances. 
 “Standard Securitization Undertakings” means (i) any obligations and
undertakings of the Company and any Restricted Subsidiary on terms and conditions consistent with sale treatment of receivables in a transaction that results in a legal “true sale” of receivables and (ii) any obligations and
undertakings of the Company not inconsistent with the treatment of the transfer of receivables in a transaction as a legal “true sale” and otherwise consistent with customary securitization undertakings in the United States. 
 “Subordinated Debt” means Indebtedness incurred by any Credit Party which by its terms is specifically
subordinated in right of payment to the prior payment of the Credit Party Obligations and contains subordination and other terms acceptable to the Administrative Agent. 
 “Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests
having ordinary voting power to elect a majority of the directors or other managers of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time, any class or classes of such corporation
shall have or might have voting power by reason of the happening of any contingency) are at the time owned by

  

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such Person directly or indirectly through one or more intermediaries or subsidiaries. Unless otherwise identified, “Subsidiary” or “Subsidiaries” means Subsidiaries of the
Company. 
 “SunTrust” means SunTrust Bank, and its successors. 
 “Swingline Loan” means a U.S. Swingline Loan and/or a Canadian Swingline Loan, as applicable. 

“Swingline Lender” means the U.S. Swingline Lender and/or the Canadian Swingline Lender, as applicable.

 “Synthetic Lease” means any synthetic lease, tax retention operating lease or similar
off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP. 
 “Tax Exempt Certificate” has the meaning set forth in Section 2.20. 
 “Taxes” has the meaning set forth in Section 2.20. 
 “Tennessee IDB Bonds” means the industrial development bonds related to the Tennessee IDB Leasehold Parcel. 
 “Tennessee IDB Leasehold Parcel” means the leasehold estate of the Acquired Company in the real Property located in Murfreesboro, Tennessee. 
 “Term Loan A” has the meaning set forth in Section 2.3(a). 
 “Term Loan A Commitment” means, with respect to each Term Loan A Lender, the commitment of such Term Loan A
Lender to make its portion of the Term Loan A in a principal amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of the Term Loan A Committed Amount. 
 “Term Loan A Commitment Percentage” means, for any Term Loan A Lender, the percentage identified as its
Term Loan A Commitment Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6. 
 “Term Loan A Committed Amount” has the meaning set forth in Section 2.3(a). 
 “Term Loan A Lender” means, as of any date of determination, any Lender that holds a portion of the
outstanding Term Loan A on such date. 
 “Term Loan A Note” or “Term Loan A
Notes” means the promissory notes of the Company in favor of each of the Term Loan A Lenders evidencing the portion of the Term Loan A provided pursuant to Section 2.3(d), individually or collectively, as appropriate, as such
promissory notes may be amended, modified, restated, supplemented, extended, renewed or replaced from time to time 
 “Term Loan B” has the meaning set forth in Section 2.4(a). 
 “Term Loan B Commitment” means, with respect to each Term Loan B Lender, the commitment of such Term Loan B Lender to make its portion of the Term Loan B in a principal amount equal to such Term Loan B Lender’s Term
Loan B Commitment Percentage of the Term Loan B Committed Amount. 
  

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 “Term Loan B Commitment Percentage” means, for any Term
Loan B Lender, the percentage identified as its Term Loan B Commitment Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6.

 “Term Loan B Committed Amount” has the meaning set forth in Section 2.4(a).

 “Term Loan B Lender” means, as of any date of determination, any Lender that holds a portion
of the outstanding Term Loan B on such date. 
 “Term Loan B Maturity Date”
means the earlier to occur of (a) the date that is six (6) years from the Closing Date and (b) if the 2013 Senior Notes have not been paid in full or refinanced by September 15, 2012 (with a new maturity date that is on or after
the date that is six and one-half (6  1/2) years
from the Closing Date), September 15, 2012. 
 “Term Loan B Note” or “Term
Loan B Notes” means the promissory notes of the Company in favor of each of the Term Loan B Lenders evidencing the portion of the Term Loan B provided pursuant to Section 2.4(d), individually or collectively, as appropriate, as
such promissory notes may be amended, modified, restated, supplemented, extended, renewed or replaced from time to time 
 “Term Loan Lenders” means, collectively, the Term Loan A Lenders and the Term Loan B Lenders. 
 “Term Loans” means, collectively, the Term Loan A and the Term Loan B. 
 “Term Note” or “Term Notes” means a Term Loan A Note and/or a Term Loan B Note, as appropriate. 
 “Title Insurance Company” has the meaning set forth in the definition of “Mortgage Policy”. 
 “Transactions” means, collectively, the SCC Acquisition, the repayment and refinancing of certain existing
Indebtedness of the Company, the Acquired Company and their respective Subsidiaries in connection with the SCC Acquisition, the initial borrowings under this Agreement, the issuance of the 2016 Senior Notes and the payment of fees, commissions and
expenses in connection with each of the foregoing. 
 “Total Funded Debt” means, without
duplication, the sum of: (i) Consolidated Funded Debt and (ii) Funded Debt of the Permitted Securitization Subsidiaries. 
 “Trademark License” means any agreement, written or oral, providing for the grant by or to a Credit Party of any right to use any Trademark, including, without limitation, any thereof
referred to in Schedule 3.16. 
 “Trademarks” means (a) all trademarks, trade
names, corporate names, company names, business names, fictitious business names, trade dress and service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired,
all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any
political subdivision thereof, or otherwise, including, without limitation, any thereof referred to in Schedule 3.16, and (b) all renewals thereof, including, without limitation, any thereof referred to in Schedule 3.16.

  

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 “Type” means, as to any Loan, its nature as a Base Rate
Loan, LIBOR Rate Loan, U.S. Swingline Loan or Canadian Swingline Loan, as the case may be. 
 “Unrestricted Subsidiary” means (i) any Permitted Securitization Subsidiary, (ii) any Permitted Joint Venture and (iii) any Subsidiary which, at the option of the Company, is designated in writing by the
Company to the Administrative Agent as being an Unrestricted Subsidiary. The Company may designate a Restricted Subsidiary as an Unrestricted Subsidiary at any time so long as (A) no Default or Event of Default is in existence or would be
caused by such designation and (B) the Company supplies to the Administrative Agent a Pro Forma Compliance Certificate demonstrating pro forma compliance with the financial covenants in Section 6.1 after giving effect to such
designation. 
 “U.S. Base Rate” means a fluctuating rate of interest per annum which is equal
to the greater of (i) the reference rate of interest (however designated) of the Canadian Agent for determining interest chargeable by it on U.S. Dollar commercial loans made in Canada on such day and (ii) 0.50% above the Interbank
Reference Rate on such day. 
 “U.S. Base Rate Loans” means Revolving Loans made by the
Canadian Lenders in U.S. Dollars accruing interest based on the U.S. Base Rate. 
 “U.S.
Collateral” means a collective reference to the collateral which is identified in, and at any time will be covered by, the U.S. Security Documents. 
 “U.S. Credit Parties” means the Company and the U.S. Guarantors. 
 “U.S. Dollar Equivalent” means, with respect to any currency, at any date, the equivalent thereof in U.S. Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rate of exchange of the Administrative Agent for such other currency at 11:00 a.m. on the date on or as of which such amount is to be determined. 
 “U.S. Dollars” and “U.S.$” means dollars in lawful currency of the United States of America. 
 “U.S. Guarantors” has the meaning set forth in the introductory paragraph hereof and shall exclude Solvay LLC until such time as Solvay LLC becomes a U.S. Guarantor
pursuant to Section 5.10(a). 
 “U.S. Obligations” means all Credit Party
Obligations of the Company and the U.S. Guarantors. 
 “U.S. Revolving Commitment” means, with
respect to each U.S. Revolving Lender, the commitment of such U.S. Revolving Lender to make U.S. Revolving Loans in an aggregate principal Dollar Amount at any time outstanding up to such U.S. Revolving Lender’s U.S. Revolving Commitment
Percentage of the U.S. Revolving Committed Amount. 
 “U.S. Revolving Commitment Percentage”
means, for each U.S. Revolving Lender, the percentage identified as its U.S. Revolving Commitment Percentage on Schedule 2.1(a) or in the Assignment and Assumption pursuant to which such U.S. Revolving Lender became a U.S. Revolving Lender
hereunder, as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(b). 
 “U.S. Revolving Committed Amount” has the meaning set forth in Section 2.1(a). 
 “U.S. Revolving Lender” means any Lender which has a U.S. Revolving Commitment. 
  

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 “U.S. Revolving Loans” has the meaning set forth in
Section 2.1(a). 
 “U.S. Revolving Note” or U.S. Revolving Notes” means
the promissory notes of the Company provided pursuant to Section 2.1(e) in favor of each of the U.S. Revolving Lenders evidencing the U.S. Revolving Loans, individually or collectively, as appropriate, as such promissory notes may be
amended, modified, restated, supplemented, extended, renewed or replaced from time to time. 
 “U.S.
Security Agreement (Non-Shared Collateral)” means the U.S. Security Agreement (Non-Shared Collateral) dated as of the Closing Date executed by the U.S. Credit Parties and the Collateral Agent, for the benefit of the Secured Parties, as
amended, modified or supplemented from time to time in accordance with its terms. 
 “U.S. Security
Agreement (Shared Collateral)” means the U.S. Security Agreement (Shared Collateral) dated as of the Closing Date executed by the U.S. Credit Parties and the Collateral Agent, for the benefit of the holders of the Secured Obligations (as
defined therein), as amended, modified or supplemented from time to time in accordance with its terms. 
 “U.S. Security Documents” means the U.S. Security Agreement (Shared Collateral), the U.S. Security Agreement (Non-Shared Collateral), the Pledge Agreement, the Mortgage Instruments and any other documents executed and
delivered in connection with the granting, attachment and perfection of the Collateral Agent’s security interests and liens arising thereunder in the U.S. Collateral, including, without limitation, UCC financing statements. 
 “U.S. Swingline Commitment” means the commitment of the U.S. Swingline Lender to make U.S. Swingline Loans
in an aggregate principal amount at any time outstanding up to the Dollar Amount of the U.S. Swingline Committed Amount, and the commitment of the Lenders to purchase participation interests in the U.S. Swingline Loans as provided in
Section 2.5(b)(ii), as such amounts may be reduced from time to time in accordance with the provisions hereof. 
 “U.S. Swingline Committed Amount” shall have the meaning set forth in Section 2.5(a). 
 “U.S. Swingline Lender” means Wachovia, in its capacity as such, or any successor U.S. swingline lender hereunder 
 “U.S. Swingline Loan” or “U.S. Swingline Loans” has the meaning set forth in
Section 2.5(a). 
 “U.S. Swingline Note” means the promissory note of the Company
in favor of the U.S. Swingline Lender evidencing the U.S. Swingline Loans provided pursuant to Section 2.5(d), as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time. 

“Voting Stock” means, with respect to any Person, Capital Stock issued by such Person the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a
contingency. 
 “Wachovia” means Wachovia Bank, National Association and its successors.

 “Wholly-Owned Subsidiary” means, at any time, any Subsidiary of which all of the equity
interests (except directors’ qualifying shares or shares aggregating less than 1% of the outstanding shares

  

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of such Subsidiary which are owned by individuals) and voting interests are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.

 1.2        Computation of Time Periods. 
 All time references in this Credit Agreement and the other Credit Documents shall be to Charlotte, North Carolina time unless
otherwise indicated. For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” 
 1.3        Accounting Terms. 
     (a)        Unless otherwise specified herein,
all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent
with the most recent audited consolidated financial statements of Company delivered to the Lenders; provided that, if the Company shall notify the Administrative Agent that it wishes to amend any covenant in Section 6.1 to
eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Company that the Required Lenders wish to amend Section 6.1 for such purpose), then the Company’s compliance
with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the
Required Lenders. Notwithstanding anything in this Agreement or any other Credit Document to the contrary, if during the term of this Agreement the classification of the Solvay Supply Contract under GAAP is changed from how it is classified on the
Closing Date (including, without limitation, if such change results in the Solvay Supply Contract being classified as a Capital Lease) (the “Reclassification”), for purposes of this Agreement the Reclassification shall not be given
effect (including, without limitation, for purposes of calculating the Applicable Percentage, calculating the financial covenants set forth in Section 6.1 and determining compliance with Section 6.3) and the Solvay Supply
Contract shall continue to be classified in the same manner as it is classified on the Closing Date. 
     (b)        The Company shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any Required Financial Information, (i) a description
in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which
no objection shall have been made in accordance with the provisions above and (ii) a reasonable estimate of the effect on the financial statements on account of such changes in application. 
     (c)        Notwithstanding the above, the
parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 6.1 (including, without limitation, for purposes of
the definitions of “Applicable Percentage” and “Pro Forma Basis” set forth in Section 1.1), (i) after consummation of any Permitted Acquisition, (A) income statement items and balance sheet items (whether
positive or negative) attributable to the entity or Property acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Company and the
Administrative Agent, and (B) Indebtedness of an acquired entity which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of

  

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such applicable period and (ii) after consummation of any disposition of Property permitted by Section 6.4(i), (A) income statement items and balance sheet items (whether
positive or negative) attributable to the Property disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Company and the Administrative Agent and
(B) Indebtedness of an acquired entity which is retired in connection with such Asset Disposition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period. 
 1.4        Exchange Rates; Currency Equivalents. 
     (a)        The Canadian Agent shall determine
the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Amounts of Extensions of Credit and amounts outstanding hereunder denominated in Canadian Dollars. Such Spot Rates shall become effective as of such Revaluation Date
and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Company hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable amount of any currency for purposes of the Credit Documents shall be such Dollar Amount as so determined by the Administrative Agent. 
     (b)        Wherever in this Credit Agreement
in connection with an Extension of Credit, conversion, continuation or prepayment of a Loan, an amount, such as a required minimum or multiple amount, is expressed in U.S. Dollars, but such Extension of Credit or Loan is denominated in Canadian
Dollars, such amount shall be the relevant Canadian Dollar Equivalent of such U.S. Dollar amount (rounded to the nearest C$1,000), as determined by the Canadian Agent. 
 ARTICLE II 
 CREDIT FACILITY 

2.1        U.S. Revolving Loans. 
     (a)        U.S. Revolving Commitment.
During the Commitment Period, subject to the terms and conditions hereof, the U.S. Revolving Lenders severally agree to make revolving credit loans in U.S. Dollars (“U.S. Revolving Loans”) to the Company from time to time in an
aggregate principal Dollar Amount of up to FOUR HUNDRED FIFTY MILLION U.S. DOLLARS (U.S.$450,000,000) less the aggregate amount of the Canadian Revolving Committed Amount from time to time (as such amount may be increased or reduced from time
to time in accordance with Section 2.11, the “U.S. Revolving Committed Amount”); provided, however, that after giving effect to any such U.S. Revolving Loans, (i) the aggregate principal Dollar Amount
(determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Aggregate Revolving Committed Amount, (ii) the aggregate principal Dollar Amount of the outstanding
U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations shall not exceed the U.S. Revolving Committed Amount, (iii) the aggregate principal Dollar Amount of any U.S. Revolving Lender’s U.S. Revolving Commitment Percentage of
outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations shall not exceed its U.S. Revolving Commitment and (iv) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Revolving Loans
borrowed on the Closing Date shall not exceed U.S.$175,000,000. U.S. Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request, and may be repaid and

  

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reborrowed in accordance with the provisions hereof; provided, however, U.S. Revolving Loans made on the Closing Date or on any of the three (3) Business Days following the
Closing Date may only consist of Alternate Base Rate Loans unless the Company executes a funding indemnity letter in form and substance reasonably satisfactory to the Administrative Agent. LIBOR Rate Loans denominated in U.S. Dollars shall be made
by each U.S. Revolving Lender at its LIBOR Lending Office. Alternate Base Rate Loans shall be made by each U.S. Revolving Lender at its Domestic Lending Office. 
     (b)        U.S. Revolving Loan Borrowings. 
     (i)        Notice of Borrowing. The
Company may request a Revolving Loan borrowing by delivering a written Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which delivery may be by fax) to Administrative Agent not
later than 11:00 a.m. on the date of the requested borrowing in the case of Alternate Base Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans denominated in U.S. Dollars. Each such
Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed and
(D) whether the borrowing shall be comprised of Alternate Base Rate Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate Loans are requested, the Interest Period(s) therefor. If the Company shall fail to specify in any such
Notice of Borrowing (1) an applicable Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one (1) month, or (2) the Type of Revolving Loan requested, then such
notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder. The Administrative Agent shall give notice to each U.S. Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such U.S.
Revolving Lender’s share thereof. 
     (ii)       Minimum Amounts. Each U.S. Revolving Loan shall be in a minimum aggregate Dollar Amount of (A) in the case of LIBOR Rate Loans, U.S.$5,000,000 and integral
multiples of U.S.$1,000,000 in excess thereof (or the remaining U.S. Revolving Committed Amount, if less) and (B) in the case of Alternate Base Rate Loans, U.S.$1,000,000 and integral multiples of U.S.$1,000,000 in excess thereof (or the
remaining U.S. Revolving Committed Amount, if less). 
     (iii)      Advances. Each U.S. Revolving Lender will make its U.S. Revolving Commitment Percentage of each U.S. Revolving Loan borrowing available to the Administrative Agent, for
the account of the Company, in U.S. Dollars and in funds immediately available to the Administrative Agent, at the Administrative Agent’s Office by 1:00 p.m. on the date specified in the applicable Notice of Borrowing. Such borrowing will then
be made available to the Company by the Administrative Agent by crediting the account of the Company designated in the Account Designation Letter hereunder with the aggregate of the amounts made available to the Administrative Agent by the U.S.
Revolving Lenders and in like funds as received by the Administrative Agent 
     (c)        Repayment. The principal amount of all U.S. Revolving Loans shall be due and payable in full on the Revolving/TLA Maturity Date, unless accelerated sooner
pursuant to Section 7.2. 
  

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     (d)        Interest. Subject to the provisions of Sections 2.8 and 2.13, U.S. Revolving Loans shall bear interest as follows: 
     (i)        Alternate Base Rate Loans.
During such periods as U.S. Revolving Loans shall be comprised in whole or in part of Alternate Base Rate Loans, such Alternate Base Rate Loans shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable
Percentage; and 
     (ii)       LIBOR Rate Loans. During such periods as U.S. Revolving Loans shall be comprised in whole or in part of LIBOR Rate Loans, such LIBOR Rate Loans shall bear interest
at a per annum rate equal to the LIBOR Rate plus the Applicable Percentage. 
 Interest on U.S. Revolving
Loans shall be payable in arrears on each applicable Interest Payment Date (or at such other times as may be specified herein). 
     (e)        U.S. Revolving Notes. The U.S. Revolving Loans shall be further evidenced by a duly executed U.S. Revolving Note in favor
of each U.S. Revolving Lender in the form of Schedule 2.1(e), if requested by such U.S. Revolving Lender. 
 2.2        Canadian Revolving Loans. 
     (a)        Canadian Revolving Commitment. During the Commitment Period, subject to the terms and conditions hereof, the Canadian Revolving Lenders severally agree to
make revolving credit loans in Canadian Dollars to the Canadian Borrower from time to time in an aggregate principal Dollar Amount of up to ONE HUNDRED MILLION U.S. DOLLARS (U.S.$100,000,000) (as such amount may be increased or reduced from
time to time in accordance with Section 2.11, the “Canadian Revolving Committed Amount”); provided, however, that after giving effect to any such Canadian Revolving Loans, (i) the aggregate principal
Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Aggregate Revolving Committed Amount, (ii) the aggregate principal Dollar Amount
(determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans shall not exceed the Canadian Revolving Committed Amount, (iii) the aggregate principal Dollar Amount (determined as
of the most recent Determination Date) of any Canadian Revolving Lender’s Canadian Revolving Loans shall not exceed its Canadian Revolving Commitment and (iv) the aggregate principal Dollar Amount (determined as of the most recent
Determination Date) of Revolving Loans borrowed on the Closing Date shall not exceed U.S.$175,000,000. Canadian Revolving Loans may consist of U.S. Base Rate Loans, Canadian Prime Rate Loans, LIBOR Rate Loans, Bankers’ Acceptance Advances or a
combination thereof, as the Canadian Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof. Canadian Prime Rate Loans and Bankers’ Acceptance Advances shall be denominated in Canadian Dollars and
Canadian Revolving Loans which are U.S. Base Rate Loans or LIBOR Rate Loans shall be denominated in U.S. Dollars. LIBOR Rate Loans shall be made by each Canadian Revolving Lender at its LIBOR Lending Office. Canadian Prime Rate Loans, Canadian
Revolving Loans which are U.S. Base Rate Loans and Bankers’ Acceptance Advances shall be made by each Canadian Revolving Lender at its Canadian Lending Office. Canadian Revolving Loans may only be made, and Bankers’ Acceptance Advances may
only be accepted, by Lenders which are Canadian Lenders. The initial Canadian Lenders are those identified as such on the signature pages hereto. Any such Lender which should cease to be or to qualify as a Canadian Lender shall forthwith notify the
Canadian Borrower of such event. 
  

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     (b)        Canadian Revolving Loan Borrowings. 
     (i)        Notice of Borrowing. The Canadian Borrower (or the Company on behalf of the Canadian Borrower) may request a Canadian
Revolving Loan borrowing by delivering a written Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which delivery may be by fax) to the Canadian Agent (with a copy to the
Administrative Agent) not later than 12:00 Noon on (A) the Business Day prior to the date of the requested borrowing in the case of U.S. Base Rate Loans and Canadian Prime Rate Loans, (B) the third Business Day prior to the date of the
requested borrowing in the case of Bankers’ Acceptance Advances and (C) the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans. Each such Notice of Borrowing shall be irrevocable and shall
specify (A) that a Canadian Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed and (D) whether the borrowing shall be comprised
of U.S. Base Rate Loans, Canadian Prime Rate Loans, LIBOR Rate Loans, Bankers’ Acceptance Advances or a combination thereof, and (I) if LIBOR Rate Loans are requested, the Interest Period therefor, (II) if Bankers’ Acceptance Advances
are requested, the BA Period therefor. If the Canadian Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an
Interest Period of one (1) month, (2) an applicable BA Period for a Bankers’ Acceptance Advance, then such notice shall be deemed to be a request for a BA Period of one (1) month, or (3) the Type of Canadian Revolving Loan
requested, then such notice shall be deemed to be a request for Canadian Prime Rate Loan hereunder. The Canadian Agent shall give notice to each Canadian Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and
each such Canadian Revolving Lender’s share thereof. 
     (ii)       Minimum Amounts. Each Canadian Revolving Loan which is a U.S. Base Rate Loan shall be in a minimum aggregate Dollar Amount of U.S.$5,000,000 and in integral
multiples of U.S.$1,000,000 in excess thereof (or the remaining amount of the Canadian Revolving Committed Amount, if less). Each Canadian Revolving Loan which is a Canadian Prime Rate Loan shall be in a minimum aggregate Dollar Amount of
C$5,000,000 and in integral multiples of C$1,000,000 in excess thereof (or the remaining amount of the Canadian Revolving Committed Amount, if less). Each Canadian Revolving Loan which is a LIBOR Rate Loan shall be in a minimum aggregate Dollar
Amount of U.S.$5,000,000 and in integral multiples of U.S.$1,000,000 in excess thereof (or the remaining amount of the Canadian Revolving Committed Amount, if less). Each Canadian Revolving Loan which is a Bankers’ Acceptance Advance shall be
in a minimum aggregate Dollar Amount of C$5,000,000 and in integral multiples of C$1,000,000 in excess thereof (or the remaining amount of the Canadian Revolving Committed Amount, if less). 
     (iii)      Advances. Each Canadian Revolving
Lender will make its Canadian Revolving Commitment Percentage of each Canadian Revolving Loan borrowing available to the Canadian Agent, for the account of the Canadian Borrower, in U.S. Dollars or Canadian Dollars, as applicable and in funds
immediately available to the Canadian Agent, at the Canadian Agent’s Office by 1:00 p.m. on the date specified in the applicable Notice of Borrowing. Such borrowing will then be made available to the Canadian Borrower by the Canadian Agent by
wiring the aggregate of the amounts made available to the Canadian Agent by the Canadian Revolving Lenders and in like funds as

  

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received by the Canadian Agent to the account of the Canadian Borrower specified by the Canadian Borrower in the Account Designation Letter delivered hereunder. 
     (c)        Repayment. The principal
amount of all Canadian Revolving Loans shall be due and payable in full on the Revolving/TLA Maturity Date, unless accelerated sooner pursuant to Section 7.2. 
     (d)        Interest and Fees. Subject
to the provisions of Sections 2.8 and 2.13, Canadian Revolving Loans shall bear interest as follows: 
     (i)        U.S. Base Rate Loan. During such periods as Canadian Revolving Loans shall be comprised of U.S. Base Rate Loans, each such
U.S. Base Rate Loan shall bear interest at a per annum rate equal to the U.S. Base Rate plus the Applicable Percentage; 
     (ii)       Canadian Prime Rate Loans. During such periods as Canadian Revolving Loans shall be comprised of Canadian Prime Rate Loans,
each such Canadian Prime Rate Loan shall bear interest at a per annum rate equal to the sum of the Canadian Prime Rate plus the Applicable Percentage; 
     (iii)      LIBOR Rate Loans. During such periods as Canadian Revolving Loans shall be comprised of LIBOR Rate Loans, such
LIBOR Rate Loans shall bear interest at a per annum rate equal to the LIBOR Rate plus the Applicable Percentage; and 
     (iv)      Bankers’ Acceptance Advances. During such periods as Revolving Loans shall be comprised of Bankers’ Acceptance Advances,
each such Bankers’ Acceptance Advance shall bear interest at a per annum rate equal to the BA Rate plus an acceptance fee determined in accordance with Section 2.2(f)(ii); 
 Interest on Canadian Revolving Loans shall be payable in arrears on each Interest Payment Date, (or in the case of
Bankers’ Acceptance Advances by discount on the date of funding of such Bankers’ Acceptance Advance). 
     (e)        Notes. The Canadian Revolving Loans shall be further evidenced by a duly executed Canadian Revolving Note in favor of each
Canadian Revolving Lender in the form of Schedule 2.2(e), if requested by such Canadian Revolving Lender. 
     (f)         Funding of Bankers Acceptances. 
     (i)        Notice of Borrowing.
Subject to the limitations contained in Section 2.2(a), Section 2.2(b) and this Section 2.2(f), if the Canadian Agent receives from the Canadian Borrower a Notice of Borrowing or a Notice of Conversion/Extension
requesting a Bankers’ Acceptance Advance or an extension or conversion of a Canadian Prime Rate Loan into a Bankers’ Acceptance Advance, the Canadian Agent shall notify each of the Canadian Revolving Lenders promptly on the third Business
Day prior to the date of such requested borrowing of such request except that, if the Face Amount of a Bankers’ Acceptance or Acceptance Note which would otherwise be accepted or purchased by a Canadian Revolving Lender would not be in the
amount of C$100,000, or an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Agent in its sole and unfettered discretion to the nearest integral multiple of C$100,000. Each BA Lender or Acceptance Lender, as
applicable, shall, not later than 12:00 noon (Toronto time) on the date of each Bankers’ Acceptance Advance under the

  

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Canadian Revolving Loan (whether in respect of a Notice of Borrowing or pursuant to a Notice of Conversion/Extension), subject to this Section 2.2(f) and Section 2.2(a),
purchase Bankers’ Acceptances or Acceptance Notes of the Canadian Borrower which are presented to it for acceptance or purchase and which have an aggregate Face Amount equal to such BA Lender’s or Acceptance Lender’s pro rata share of
the total Bankers’ Acceptance Advance on such date. Concurrent with the acceptance or purchase of Bankers’ Acceptances or Acceptance Notes of the Canadian Borrower as aforesaid, each BA Lender or Acceptance Lender, as applicable, shall
make available to the Canadian Agent its pro rata portion of the Notional BA Proceeds with respect to such Bankers’ Acceptance. The Canadian Agent shall, upon fulfillment by the Canadian Borrower of the conditions set out in
Section 4.1 or Section 4.2, as applicable, make such Notional BA Proceeds available to the Canadian Borrower on the date of such Bankers’ Acceptance Advance by wiring the aggregate of funds made available to the Canadian
Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Agent to the account of the Canadian Borrower specified by the Canadian Borrower in the Account Designation Letter delivered hereunder. 
     (ii)       Acceptance Fees. With respect
to each draft and Acceptance Note of the Canadian Borrower accepted or issued pursuant hereto, the Canadian Borrower shall pay to the Canadian Agent on behalf of the Canadian Lenders, in advance, an acceptance fee denominated in Canadian Dollars
calculated at the rate per annum, on the basis of a year of 365 days (or 366 days, as applicable), equal to the Applicable Canadian Revolver BA Margin on the Face Amount of such Bankers’ Acceptance or the face amount of such Acceptance Note, as
applicable for its term, being the actual number of days in the period commencing on the date of acceptance of the Canadian Borrower’s draft or date of issuance of such Acceptance Note and ending on, but excluding the maturity date of, the
Bankers’ Acceptance or Acceptance Note. Such acceptance fees shall be non-refundable and shall be fully earned when due. Such acceptance fees shall be paid by the Canadian Borrower by deduction of the amount thereof from what would otherwise be
Notional BA Proceeds funded pursuant to Section 2.2(f). 
     (iii)      Safekeeping of Drafts and Power of Attorney. 
    (A)        The BA Lenders agree that, in respect of the safekeeping of executed drafts of the Canadian Borrower which are delivered to them for
acceptance hereunder, they shall exercise the same degree of care that the BA Lenders give to their own property, provided that the BA Lenders shall not be deemed to be insurers thereof. 
    (B)        To facilitate availment of
Bankers’ Acceptances, the Canadian Borrower hereby appoints each BA Lender as its attorney to sign and endorse on its behalf (in accordance with a Notice of Borrowing or Notice of Conversion/Extension relating to Bankers’ Acceptances) in
handwriting or by facsimile or mechanical signature, as and when deemed necessary by such BA Lender, blank forms of Bankers’ Acceptances in the form required by the applicable BA Lender. The Canadian Borrower recognizes and agrees that all
Bankers’ Acceptances so signed or endorsed on its behalf by a BA Lender shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrower. The BA
Lenders are hereby authorized (in accordance with a Notice of Borrowing or Notice of Conversion/Extension relating to Bankers’

  

 42 








 
Acceptances) to issue such Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by them; provided that the aggregate amount thereof does not exceed the
aggregate amount of Bankers’ Acceptances required to be accepted and purchased by such BA Lenders. Each BA Lender shall not be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument
except the gross negligence or willful misconduct of the applicable BA Lender or its officers, employees, agents or representatives. The applicable BA Lender shall maintain a record with respect to Bankers’ Acceptances (a) received by it
in blank hereunder, (b) voided by it for any reason, (c) accepted and purchased by it hereunder and (d) cancelled at their respective maturities. 
     (iv)      Term and Interest Periods. The term of any Bankers’ Acceptance or Acceptance Note shall be specified in
the draft and in the Notice of Borrowing or Notice of Conversion/Extension related thereto and the term of any Bankers’ Acceptance and the term of any Acceptance Note shall be for a BA Period, unless otherwise agreed to by the Canadian Agent.
The term of each Bankers’ Acceptance or Acceptance Note shall mature on a Business Day. No Bankers’ Acceptance or Acceptance Note shall have a maturity date after the Revolving/TLA Maturity Date. 
     (v)        Payment on Maturity. The
Canadian Borrower shall pay to the Canadian Agent, for the account of the BA Lenders or Acceptance Lenders, as applicable, on the maturity date of any Bankers’ Acceptance or Acceptance Note issued by the Canadian Borrower an amount equal to the
Face Amount of such maturing Bankers’ Acceptance or the face amount of such Acceptance Note, as the case may be; provided that the Canadian Borrower may, at its option, so reimburse the BA Lenders or Acceptance Lenders, as applicable, in
whole or in part, by delivering to the Canadian Agent no later than 12:00 noon (Toronto time) two (2) Business Days’ prior to the maturity date of a maturing Bankers’ Acceptance or Acceptance Note, as the case may be, a Notice of
Conversion/Extension specifying the term of the Bankers’ Acceptance or the Acceptance Note, as the case may be, and presenting a draft or Acceptance Note to the BA Lenders or Acceptance Lenders, as applicable for acceptance and purchase
resulting, in the case of reimbursement in whole by replacement Bankers’ Acceptance or Acceptance Note, in the aggregate equal to the Face Amount of the maturing Bankers’ Acceptance or face amount of the maturing Acceptance Note. In the
event that the Canadian Borrower fails to deliver a Notice of Conversion/Extension and fails to make payment to the Canadian Agent in respect of the maturing Bankers’ Acceptance Advance, the Face Amount of the maturing Bankers’ Acceptances
and the face amount of any Acceptance Note forming part of such Bankers’ Acceptance Advance shall be deemed to be converted to a Canadian Prime Rate Loan on the relevant maturity date. 
     (vi)      Waiver of Days of Grace. The Canadian
Borrower renounces and shall not claim any days of grace for the payment of any Bankers’ Acceptance or Acceptance Notes. 
     (vii)     Special Provisions Relating to Acceptance Notes. 
    (A)        The Canadian Borrower and each Canadian Lender hereby acknowledge and agree that from time to time certain
Canadian Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept and purchase Bankers’ Acceptances, and the Canadian Borrower and each

  

 43 








 
Canadian Lender agree that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.2(f)(vii)(B) in lieu of
accepting and purchasing Bankers’ Acceptances for its account. 
    (B)        In the event that any Canadian Lender described in Section 2.2(f)(vii)(A) above is unable to, or elects as a matter of general corporate policy not to, accept
Bankers’ Acceptances hereunder, such Lender shall not be required to accept Bankers’ Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance of such Bankers’ Acceptances, then the Canadian Borrower shall
deliver to such BA Lender non-interest bearing promissory notes (each, an “Acceptance Note”) of the Borrower, substantially in the form of Schedule 2.2(f), having the same maturity as the Bankers’ Acceptances to be
accepted and in an aggregate face amount equal to the Face Amount of such Bankers’ Acceptances. Each such Acceptance Lender hereby agrees to purchase Acceptance Notes from the Canadian Borrower at a purchase price equal to the Notional BA
Proceeds which would have been applicable if a Bankers’ Acceptance draft had been accepted by it and such Acceptance Notes shall be governed by the provisions of this Section 2.2(f) as if they were Bankers’ Acceptances.

 Notwithstanding the foregoing, unless the Acceptance Lender otherwise notifies the Canadian Borrower in
writing, in lieu of receiving delivery of Acceptance Notes, such Acceptance Notes shall be uncertificated and Acceptance Notes shall be evidenced by the account of the Lenders. 
     (viii)    No Market. If the Canadian Agent determines in
good faith and notifies the Canadian Borrower in writing that, by reason of circumstances affecting the Canadian money market, there is no market for Bankers’ Acceptances, then the right of the Canadian Borrower to request Bankers’
Acceptance Advances shall be suspended until the Canadian Agent determines that the circumstances causing such suspension no longer exist and the Administrative Agent so notifies the Canadian Borrower. In such circumstances, any Notice of Borrowing
for a Bankers’ Acceptance Advance which is outstanding shall be cancelled and the Bankers’ Acceptance Advance requested therein shall, at the option of the Canadian Borrower, either not be made or be made as a Canadian Prime Rate Loan.

     (g)        Collateralization of Bankers’ Acceptances. With respect to the prepayment or cash collateralization of unmatured Bankers’ Acceptances pursuant to
Section 2.10 (it being acknowledged that any requirement to pay or prepay Bankers’ Acceptances prior to their maturity shall be construed as a requirement to provide cash collateral under this provision), the Canadian Borrower shall
provide for the funding of such unmatured Bankers’ Acceptances by paying to and depositing in a collateral account on terms reasonably satisfactory to the Canadian Agent and the Borrowers cash collateral for each such unmatured Bankers’
Acceptances in an amount equal to the principal amount at maturity of such Bankers’ Acceptances. Such collateral account shall be held by the Canadian Agent as security for the obligations of the Canadian Borrower in relation to such
Bankers’ Acceptances and the security of the Canadian Agent thereby created shall rank in priority to all other Liens and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy pro tanto the obligations of
the Canadian Borrower for such Bankers’ Acceptances as they mature and the Canadian Agent is hereby irrevocably directed by the Canadian Borrower to apply any such cash collateral to such maturing Bankers’ Acceptances.

  

 44 








 
Amounts held in such collateral account may not be withdrawn by the Canadian Borrower. If after maturity of the Bankers’ Acceptances for which such funds are held and application by the
Canadian Agent of the amounts in such collateral accounts to satisfy the obligations of the Canadian Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any excess remains, such excess together with any accrued interest
thereon shall be promptly paid by the Canadian Agent to the Canadian Borrower so long as no Default or Event of Default is then continuing. 
 2.3        Term Loan A. 
     (a)        Term Loan A. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth
herein, each Term Loan A Lender severally agrees to make available to the Company on the Closing Date such Term Loan A Lender’s Term Loan A Commitment Percentage of a term loan in U.S. Dollars (the “Term Loan A”) in the
aggregate principal Dollar Amount of FIVE HUNDRED FIFTY MILLION U.S. DOLLARS (U.S.$550,000,000) (the “Term Loan A Committed Amount”) for the purposes hereinafter set forth. The Term Loan A may consist of Alternate Base Rate
Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request; provided that on the Closing Date and on the three (3) Business Days following the Closing Date the Term Loan A shall bear interest at the Alternate Base
Rate unless the Company executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. LIBOR Rate Loans shall be made by each Term Loan A Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its
Domestic Lending Office. Amounts repaid or prepaid on the Term Loan A may not be reborrowed. 
     (b)        Repayment of Term Loan A. The principal amount of the Term Loan A shall be repaid in twenty (20) consecutive quarterly installments in the amounts as set
forth below, unless accelerated sooner pursuant to Section 7.2: 
  

			
	 Principal Amortization          
 Payment Dates
	  	 Term Loan A Principal Amortization
 Payments (in U.S.$)

	 June 30, 2008
	  	 $0

	 September 30, 2008
	  	 $0

	 December 31, 2008
	  	 $0

	 March 31, 2009
	  	 $0

	 June 30, 2009
	  	 $10,312,500

	 September 30, 2009
	  	 $10,312,500

	 December 31, 2009
	  	 $10,312,500

	 March 31, 2010
	  	 $10,312,500

	 June 30, 2010
	  	 $17,187,500

	 September 30, 2010
	  	 $17,187,500

	 December 31, 2010
	  	 $17,187,500

	 March 31, 2011
	  	 $17,187,500

	 June 30, 2011
	  	 $20,625,000

	 September 30, 2011
	  	 $20,625,000

	 December 31, 2011
	  	 $20,625,000

	 March 31, 2012
	  	 $20,625,000

	 June 30, 2012
	  	 $27,500,000

	 September 30, 2012
	  	 $27,500,000

	 December 31, 2012
	  	 $27,500,000


  

 45 









			
	 Revolving/TLA Maturity    
 Date
	  	 Outstanding principal amount of the
 Term Loan A


     (c)        Interest on the Term Loan A. Subject to the provisions of Sections 2.8 and 2.13, the Term Loan A shall bear interest as follows: 
     (i)        Alternate Base Rate Loans.
During such periods as the Term Loan A shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Percentage; and

     (ii)       LIBOR Rate
Loans. During such periods as the Term Loan A shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Percentage. 
 Interest on the Term Loan A shall be payable in arrears on each Interest Payment Date. 
     (d)        Term Loan A Notes. The
Company’s obligation to pay each Term Loan A Lender’s Term Loan A shall be evidenced, upon such Term Loan A Lender’s request, by a Term Loan A Note made payable to such Lender in substantially the form of Schedule 2.3(d).

 2.4        Term Loan B. 
     (a)        Term Loan B. Subject to the
terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan B Lender severally agrees to make available to the Company on the Closing Date such Term Loan B Lender’s Term Loan B Commitment
Percentage of a term loan in U.S. Dollars (the “Term Loan B”) in the aggregate principal Dollar Amount of TWO HUNDRED MILLION U.S. DOLLARS (U.S.$200,000,000) (the “Term Loan B Committed Amount”) for the
purposes hereinafter set forth. The Term Loan B may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request; provided that on the Closing Date and on the three (3) Business Days
following the Closing Date the Term Loan B shall bear interest at the Alternate Base Rate unless the Company executes a funding indemnity letter in form and substance satisfactory to the Administrative Agent. LIBOR Rate Loans shall be made by each
Term Loan B Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the Term Loan B may not be reborrowed. 
     (b)        Repayment of Term Loan B.
The principal amount of the Term Loan B shall be repaid in twenty-four (24) consecutive quarterly installments in the amounts as set forth below, unless accelerated sooner pursuant to Section 7.2: 
  

			
	 Principal Amortization          
 Payment Dates
	  	 Term Loan B Principal Amortization
 Payments (in U.S.$)

	 June 30, 2008
	  	$500,000
	 September 30, 2008
	  	$500,000
	 December 31, 2008
	  	$500,000
	 March 31, 2009
	  	$500,000
	 June 30, 2009
	  	$500,000
	 September 30, 2009
	  	$500,000
	 December 31, 2009
	  	$500,000

  

 46 









			
	 March 31, 2010
	  	 $500,000

	 June 30,
2010
	  	 $500,000

	 September 30,
2010
	  	 $500,000

	 December 31,
2010
	  	 $500,000

	 March 31,
2011
	  	 $500,000

	 June 30,
2011
	  	 $500,000

	 September 30,
2011
	  	 $500,000

	 December 31,
2011
	  	 $500,000

	 March 31,
2012
	  	 $500,000

	 June 30,
2012
	  	 $500,000

	 September 30,
2012
	  	 $500,000

	 December 31,
2012
	  	 $500,000

	 March 31,
2013
	  	 $500,000

	 June 30,
2013
	  	 $500,000

	 September 30,
2013
	  	 $500,000

	 December 31,
2013
	  	 $500,000

	 Term Loan B Maturity    
 Date
	  	 Outstanding principal amount of the
 Term Loan B


     (c)        Interest on the Term Loan B. Subject to the provisions of Sections 2.8 and 2.13, the Term Loan B shall bear interest as follows: 
     (i)        Alternate Base Rate Loans.
During such periods as the Term Loan B shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Percentage; and

     (ii)       LIBOR Rate
Loans. During such periods as the Term Loan B shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Percentage; provided,
however, in no event shall the LIBOR Rate be less than 3.00% for the purposes of these interest calculations in respect of the Term Loan B. 
 Interest on the Term Loan B shall be payable in arrears on each Interest Payment Date. 
     (d)        Term Loan B Notes. The Company’s obligation to pay each Term Loan B Lender’s Term Loan B shall be evidenced,
upon such Term Loan B Lender’s request, by a Term Loan B Note made payable to such Lender in substantially the form of Schedule 2.4(d). 
 2.5        U.S. Swingline Loan Subfacility. 
     (a)        U.S. Swingline Commitment. Subject to the terms and conditions set forth herein, the U.S. Swingline Lender agrees, in
reliance upon the agreements of the other U.S. Revolving Lenders set forth in this Section 2.5, to make loans (each such loan, a “U.S. Swingline Loan” and, collectively, the “U.S. Swingline Loans”) to
the Company from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time outstanding an aggregate Dollar Amount of THIRTY MILLION U.S. DOLLARS (U.S.$30,000,000) (the “U.S.
Swingline Committed Amount”) for the purposes hereinafter set forth, notwithstanding the fact that such U.S. Swingline Loans, when aggregated with the outstanding amount of U.S. Revolving Loans, may exceed the amount of the U.S. Swingline

  

 47 








 
Lender’s Revolving Commitment; provided, however, (i) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving
Loans, Swingline Loans and LOC Obligations shall not exceed the Aggregate Revolving Committed Amount and (ii) with regard to the U.S. Revolving Lenders collectively, the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans,
U.S. Swingline Loans and LOC Obligations shall not exceed the U.S. Revolving Committed Amount. U.S. Swingline Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof. 
     (b)        U.S. Swingline Loan
Borrowings. 
     (i)        Notice of Borrowing and Disbursement. The Company may request a U.S. Swingline Loan borrowing by delivering a written Notice of Borrowing (or telephone notice
promptly confirmed in writing by delivery of a written Notice of Borrowing, which delivery may be by fax) to the U.S. Swingline Lender and the Administrative Agent not later than 12:00 noon on the date of the requested borrowing. U.S. Swingline Loan
borrowings hereunder shall be made in minimum Dollar Amounts of U.S.$100,000 and in integral amounts of U.S.$100,000 in excess thereof. 
     (ii)       Repayment of U.S. Swingline Loans. The Company shall repay each U.S. Swingline Loan on the Revolving/TLA Maturity Date, unless
accelerated sooner pursuant to Section 7.2. The U.S. Swingline Lender may, at any time, in its sole discretion, by written notice to the Company and the Administrative Agent, demand repayment of its U.S. Swingline Loans by way of a U.S.
Revolving Loan borrowing, in which case the Company shall be deemed to have requested a U.S. Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount of such U.S. Swingline Loans; provided, however,
that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Revolving/TLA Maturity Date, (B) the occurrence of any Event of Default described in
Section 7.1(g), (C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(g) or any other Event of Default and (D) the exercise of remedies
in accordance with the provisions of Section 7.2 (each such U.S. Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory U.S.
Borrowing”). Each U.S. Revolving Lender hereby irrevocably agrees to make such U.S. Revolving Loans promptly upon any such request or deemed request on account of each Mandatory U.S. Borrowing in the Dollar Amount and in the manner
specified in the preceding sentence and on the same such date notwithstanding (1) the amount of the Mandatory U.S. Borrowing may not comply with the minimum amount for borrowings of U.S. Revolving Loans otherwise required hereunder,
(2) whether any conditions specified in Section 4.2 are then satisfied, except for the condition specified in Section 4.2(c)(i), (3) whether a Default or an Event of Default then exists, (4) failure of any such
request or deemed request for U.S. Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (5) the date of such Mandatory U.S. Borrowing, or (6) any reduction in the U.S. Revolving Committed Amount or
termination of the U.S. Revolving Commitments immediately prior to such Mandatory U.S. Borrowing or contemporaneously therewith. In the event that any Mandatory U.S. Borrowing cannot for any reason be made on the date otherwise required above
(including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Company), then each U.S. Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory U.S.
Borrowing would otherwise have occurred, but adjusted for any payments received from the Company on or after

  

 48 








 
such date and prior to such purchase) from the U.S. Swingline Lender such participations in the outstanding U.S. Swingline Loans as shall be necessary to cause each such Lender to share in such
U.S. Swingline Loans ratably based upon its respective U.S. Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2); provided that (x) all interest
payable on the U.S. Swingline Loans shall be for the account of the U.S. Swingline Lender until the date as of which the respective participation is purchased, and (y) at the time any purchase of participations pursuant to this sentence is
actually made, the purchasing Lender shall be required to pay to the U.S. Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory U.S. Borrowing would
otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory U.S. Borrowing, the Federal Funds Effective Rate, and thereafter at a rate
equal to the Alternate Base Rate. 
     (c)        Interest on U.S. Swingline Loans. Subject to the provisions of Section 2.8, U.S. Swingline Loans shall bear interest at a per annum rate equal to
the Alternate Base Rate plus the Applicable Margin for Revolving Loans that are Alternate Base Rate Loans. Interest on U.S. Swingline Loans shall be payable in arrears on each Interest Payment Date. 
     (d)        U.S. Swingline Note. The
U.S. Swingline Loans shall be evidenced by a duly executed promissory note of the Company to the U.S. Swingline Lender in the original Dollar Amount of the U.S. Swingline Committed Amount and substantially in the form of Schedule 2.5(d).

 2.6        Canadian Swingline Loan Subfacility. 
     (a)        The Canadian Swing Line.
Subject to the terms and conditions set forth herein, the Canadian Swingline Lender agrees, in reliance upon the agreements of the other Canadian Revolving Lenders set forth in this Section 2.6, to make loans (each such loan, a
“Canadian Swingline Loan” and, collectively, “Canadian Swingline Loans”) to the Canadian Borrower from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time
outstanding an aggregate Dollar Amount of TEN MILLION U.S. DOLLARS (U.S.$10,000,000) (the “Canadian Swingline Committed Amount”) for the purposes hereinafter set forth, notwithstanding the fact that such Canadian Swingline
Loans, when aggregated with the outstanding amount of Canadian Revolving Loans, may exceed the amount of the Canadian Swingline Lender’s Commitment; provided, however, that after giving effect to any Canadian Swingline Loan,
(i) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Aggregate Revolving Committed Amount and (ii) with
regard to the Canadian Revolving Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans plus outstanding Canadian Swingline Loans shall not
exceed the Canadian Revolving Committed Amount. Within the foregoing limits, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.6, prepay under Section 2.10, and
reborrow under this Section 2.6. Immediately upon the making of a Canadian Swingline Loan, each Canadian Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Canadian Swingline
Lender a risk participation in such Canadian Swingline Loan in an amount equal to the product of such Lender’s Canadian Revolving Commitment Percentage times the amount of such Canadian Swingline Loan. 
  

 49 








     (b)        Borrowing Procedures. The Canadian Borrower may request a Canadian Swingline Loan borrowing by delivering a written Notice of Borrowing (or telephone notice
promptly confirmed in writing by delivery of a written Notice of Borrowing, which delivery may be by fax) to the Canadian Swingline Lender and the Canadian Agent. Each such notice must be received by the Canadian Swingline Lender and the Canadian
Agent not later than (x) 1:00 p.m., in the case of a borrowing of Canadian Prime Rate Loans, and (y) 11:00 a.m. in the case of a borrowing of U.S. Base Rate Loans, on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of U.S.$100,000 or C$100,000, as the case may be, (ii) the requested borrowing date, which shall be a Business Day, and (iii) whether the requested borrowing shall be comprised of U.S. Base Rate Loans
or Canadian Prime Rate Loans. Promptly after receipt by the Canadian Swingline Lender of any telephonic Notice of Borrowing, the Canadian Swingline Lender will confirm with the Canadian Agent (by telephone or in writing) that the Canadian Agent has
also received such Notice of Borrowing and, if not, the Canadian Swingline Lender will notify the Canadian Agent (by telephone or in writing) of the contents thereof. Unless the Canadian Swingline Lender has received notice (by telephone or in
writing) from the Canadian Agent (including at the request of any Canadian Revolving Lender) prior to 2:00 p.m. on the date of the proposed Canadian Swingline Loan (A) directing the Canadian Swingline Lender not to make such Canadian Swingline
Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.6(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the
terms and conditions hereof, the Canadian Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Notice of Borrowing, make the amount of its Canadian Swingline Loan available to the Canadian Borrower at its office by
crediting the account of the Canadian Borrower on the books of the Canadian Swingline Lender in immediately available funds, or as otherwise directed by the Canadian Borrower. 
     (c)        Refinancing of Canadian
Swingline Loans. 
     (i)        The Canadian Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Canadian Borrower (which hereby irrevocably authorizes
the Canadian Swingline Lender to so request on its behalf), that each Canadian Revolving Lender make a U.S. Base Rate Loan or Canadian Prime Rate Loan, as applicable, in an amount equal to such Canadian Revolving Lender’s Canadian Revolving
Commitment Percentage of the amount of Canadian Swingline Loans then outstanding (a “Mandatory Canadian Borrowing”). Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for
purposes hereof) and in accordance with the requirements of Section 2.2, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Canadian
Revolving Committed Amount and the conditions set forth in Section 4.2. The Canadian Swingline Lender shall furnish the Canadian Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the
Canadian Agent. Each Canadian Revolving Lender shall make an amount equal to its Canadian Revolving Commitment Percentage of the amount specified in such Notice of Borrowing available to the Canadian Agent in immediately available funds, in U.S.
Dollars or Canadian Dollars, as applicable depending on the currency of the applicable Canadian Swingline Loan being refinanced, for the account of the Canadian Swingline Lender at the Canadian Agent’s office not later than 1:00 p.m. on the day
specified in such Notice of Borrowing, whereupon, subject to Section 2.6(c)(ii), each Canadian Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Canadian Borrower in such amount. The
Canadian Agent shall remit the funds so received to the Canadian Swingline Lender. 
  

 50 








     (ii)       If for any reason any Canadian Swingline Loan cannot be refinanced by such a Mandatory Canadian Borrowing in accordance with Section 2.6(c)(i), the request
for Base Rate Loans submitted by the Canadian Swingline Lender as set forth herein shall be deemed to be a request by the Canadian Swingline Lender that each of the Canadian Revolving Lenders fund its risk participation in the relevant Canadian
Swingline Loan and each Canadian Revolving Lender’s payment to the Canadian Agent for the account of the Canadian Swingline Lender pursuant to Section 2.6(c)(i) shall be deemed payment in respect of such participation. 

    (iii)      If any Canadian Revolving Lender fails
to make available to the Canadian Agent for the account of the Canadian Swingline Lender any amount required to be paid by such Canadian Revolving Lender pursuant to the foregoing provisions of this Section 2.6(c) by the time specified
in Section 2.6(c)(i), the Canadian Swingline Lender shall be entitled to recover from such Canadian Revolving Lender (acting through the Canadian Agent), on demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available to the Canadian Swingline Lender at a rate per annum equal to the greater of the Interbank Reference Rate and a rate determined by the Canadian Swingline Lender in
accordance with banking industry rules on interbank compensation. A certificate of the Canadian Swingline Lender submitted to any Canadian Revolving Lender (through the Canadian Agent) with respect to any amounts owing under this clause
(iii) shall be conclusive absent manifest error. 
 (iv)      Each Canadian Revolving Lender’s obligation to make Canadian Revolving Loans or to purchase and fund risk participations in Canadian Swingline Loans pursuant to this Section 2.6(c)
shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Canadian Revolving Lender may have against the Canadian Swingline Lender,
the Canadian Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Canadian Revolving Lender’s obligation to make Canadian Revolving Loans pursuant to this Section 2.6(c) is subject to the conditions set forth in Section 4.2. No such funding of risk
participations shall relieve or otherwise impair the obligation of the Canadian Borrower to repay Canadian Swingline Loans, together with interest as provided herein. 
     (d)        Repayment of
Participations. 
     (i)        At any time after any Canadian Revolving Lender has purchased and funded a risk participation in a Canadian Swingline Loan, if the Canadian Swingline Lender receives
any payment on account of such Canadian Swingline Loan, the Canadian Swingline Lender will distribute to such Canadian Revolving Lender its Canadian Revolving Commitment Percentage of such payment (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Canadian Revolving Lender’s risk participation was funded) in the same funds as those received by the Canadian Swingline Lender. 
     (ii)       If any payment received by the
Canadian Swingline Lender in respect of principal or interest on any Canadian Swingline Loan is required to be returned by the

  

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Canadian Swingline Lender under any of the circumstances described in Section 9.5 (including pursuant to any settlement entered into by the Canadian Swingline Lender in its
discretion), each Canadian Revolving Lender shall pay to the Canadian Swingline Lender its Canadian Revolving Commitment Percentage thereof on demand of the Canadian Agent, plus interest thereon from the date of such demand to the date such amount
is returned, at a rate per annum equal to the Interbank Reference Rate. The Canadian Agent will make such demand upon the request of the Canadian Swingline Lender. The obligations of the Canadian Revolving Lenders under this clause shall survive the
payment in full of the Credit Party Obligations and the termination of this Credit Agreement. 
     (e)        Interest on Canadian Swingline Loans. Subject to the provisions of Section 2.8, Canadian Swingline Loans shall bear interest at a per annum rate
equal to, at the election of the Canadian Borrower, (i) the U.S. Base Rate plus the Applicable Margin or (ii) the Canadian Prime Rate plus the Applicable Margin. Interest on Canadian Swingline Loans shall be payable in
arrears on each Interest Payment Date. 
     (f)        Interest for Account of Canadian Swingline Lender. The Canadian Swingline Lender shall be responsible for invoicing the Canadian Borrower for interest on the
Canadian Swingline Loans. Until each Canadian Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.6 to refinance such Canadian Revolving Lender’s Canadian Revolving Commitment Percentage of any
Canadian Swingline Loan, interest in respect of such Canadian Revolving Commitment Percentage shall be solely for the account of the Canadian Swingline Lender. 
     (g)        Payments Directly to Canadian Swingline Lender. The Canadian Borrower shall make all payments of
principal and interest in respect of the Canadian Swingline Loans directly to the Canadian Swingline Lender. 
     (h)        Repayment of Canadian Swingline Loans. The Canadian Borrower shall repay each Canadian Swingline Loan on the earlier to
occur of (i) the date ten (10) Business Days after such Loan is made and (ii) the Revolving/TLA Maturity Date, unless accelerated sooner pursuant to Section 7.2. 
     (i)         Canadian Swingline
Note. The Canadian Swingline Loans shall be evidenced by a duly executed promissory note of the Canadian Borrower to the Canadian Swingline Lender in the original Dollar Amount of the Canadian Swingline Committed Amount and substantially in the
form of Schedule 2.6(h). 
 2.7        Letter of Credit
Subfacility. 
     (a)        Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may
reasonably require, during the Commitment Period the Issuing Lender shall issue, and the U.S. Revolving Lenders shall participate in, Letters of Credit for the account of the Company from time to time upon request in a form acceptable to the Issuing
Lender; provided, however, that (i) the aggregate Dollar Amount of LOC Obligations shall not at any time exceed TWO HUNDRED MILLION U.S. DOLLARS (U.S.$200,000,000) (the “LOC Committed Amount”),
(ii) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Aggregate Revolving Committed Amount, (iii) with
regard to the U.S. Revolving Lenders collectively, the

  

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aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding U.S. Revolving Loans plus outstanding U.S. Swingline Loans plus LOC
Obligations shall not exceed the U.S. Revolving Committed Amount, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (v) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters
of credit, including in connection with workers’ compensation and other insurance programs, commercial letters of credit and trade letters of credit. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have
an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the
issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Company or by operation of the terms of the applicable Letter of Credit to a date not
more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date which is five (5) Business Days
prior to the Revolving/TLA Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum
original face amount of U.S.$100,000 or such lesser amount as the Issuing Lender may agree. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by
the term and conditions hereof. 
     (b)        Notice and Reports. The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at least five (5) Business Days prior to
the requested date of issuance. The Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the U.S. Revolving Lenders a detailed report specifying the Letters of Credit which are then issued and
outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or
expirations which may have occurred. The Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit. The Issuing Lender will provide to the Administrative Agent promptly upon request a
summary report of the nature and extent of LOC Obligations then outstanding. 
     (c)        Participations. Each U.S. Revolving Lender upon issuance of a Letter of Credit shall be deemed to have purchased without recourse a risk participation from
the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall
absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter
of Credit. Without limiting the scope and nature of each U.S. Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such
U.S. Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Issuing Lender of an unreimbursed drawing pursuant to the provisions of
subsection (d) hereof. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event.
Any such reimbursement shall not relieve or otherwise impair the obligation of the Company to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided. 
  

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     (d)        Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Company and the Administrative Agent. The
Company shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit (with the proceeds of a U.S. Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Company
shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage. Unless the Company shall immediately
notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Company shall be deemed to have requested a U.S. Revolving Loan in the amount of the drawing as provided in subsection
(e) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. The Company’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of
set-off, counterclaim or defense to payment the Company may claim or have against the Issuing Lender, the Administrative Agent, the U.S. Revolving Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without
limitation, any defense based on any failure of the Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the U.S. Revolving Lenders of the amount
of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender in U.S. Dollars and in immediately available funds, the amount of such U.S. Revolving Lender’s Revolving Commitment
Percentage of such unreimbursed drawing. With respect to any unreimbursed drawing that is not fully refinanced by a U.S. Revolving Loan for any reason, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the
Alternate Base Rate plus the Applicable Percentage plus 2%. Such payment shall be made on the day such notice is received by such U.S. Revolving Lender from the Issuing Lender if such notice is received at or before 2:00 p.m., otherwise such payment
shall be made at or before 12:00 noon on the Business Day next succeeding the day such notice is received. If such U.S. Revolving Lender does not pay such amount to the Issuing Lender in full upon such request, such U.S. Revolving Lender shall, on
demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such U.S. Revolving Lender pays such amount to the Issuing Lender in full at a rate per
annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Rate and thereafter at a rate equal to the Alternate Base Rate. Each U.S. Revolving Lender’s obligation to make such payment to the Issuing
Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder,
the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. 
     (e)        Repayment with U.S. Revolving
Loans. On any day on which the Company shall have requested, or been deemed to have requested a U.S. Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the U.S. Revolving Lenders that a
U.S. Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a U.S. Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a
“Mandatory LOC Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each U.S. Revolving Lender’s respective U.S.
Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC
Obligations. Each U.S. Revolving Lender hereby irrevocably agrees to make such U.S. Revolving Loans immediately upon any such

  

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request or deemed request on account of each Mandatory LOC Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding
(i) the amount of Mandatory LOC Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, except for the
condition specified in Section 4.2(c)(i), (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in
Section 2.1(b)(i), (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the U.S. Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory LOC
Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such U.S. Revolving Lender hereby agrees that it shall
forthwith fund (as of the date the Mandatory LOC Borrowing would otherwise have occurred, but adjusted for any payments received from the Company on or after such date and prior to such purchase) its Participation Interests in the LOC Obligations;
provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory LOC Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest
therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

     (f)        Modification,
Extension. The issuance of any supplement, modification, amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder. 
     (g)        Letter of Credit Governing
Law. Unless otherwise expressly agreed by the Issuing Lender and the Company when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit. 
 2.8        Default Rate. 
 Upon the occurrence, and during the continuance, of an Event of Default, the principal of and, to the extent permitted by
law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents shall, upon the election of the Required Lenders (except with respect to an Event of Default occurring under Section 7.1(g), in which
case such interest rate increase shall be immediate) bear interest, payable on demand, at a per annum rate two percent (2%) greater than the interest rate which would otherwise be applicable (or if no rate is applicable, whether in respect of
interest, fees or other amounts, then two percent (2%) greater than the Alternate Base Rate plus the Applicable Percentage). 
 2.9        Conversion Options. 
     (a)        The Company may, in the case of U.S. Revolving Loans and the Term Loans, elect from time to time to convert Alternate Base Rate
Loans to LIBOR Rate Loans, by delivering a Notice of Conversion/Extension to the Administrative Agent at least three (3) Business Days’ prior to the proposed date of conversion. If the date upon which an Alternate Base Rate Loan is

  

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to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period
to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; provided that (i) no Loan may be
converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in a minimum aggregate principal Dollar Amount of U.S.$5,000,000 or C$5,000,000, as the case may be, or a
whole multiple Dollar Amount of U.S.$1,000,000 or C$1,000,000, as the case may be, in excess thereof. 
     (b)        The Canadian Borrower may, in the case of Canadian Revolving Loans, elect from time to time to convert (i) U.S. Base Rate Loans to LIBOR Rate Loans or
(ii) Canadian Prime Rate Loans to Bankers’ Acceptance Advances, by delivering a Notice of Conversion/Extension to the Canadian Agent at least three (3) Business Days’ prior to the proposed date of conversion. If the date upon
which a U.S. Base Rate Loan is to be converted to a LIBOR Rate Loan, or a Canadian Prime Rate Loan is to be converted to a Bankers’ Acceptance Advance is not a Business Day, then such conversion shall be made on the next succeeding Business Day
and during the period from such last day of an Interest Period or BA Period, as applicable, to such succeeding Business Day such Loan shall bear interest as if it were a U.S. Base Rate Loan or Canadian Prime Rate Loan, as applicable. All or any part
of outstanding U.S. Base Rate Loans and Canadian Prime Rate Loans may be converted as provided herein; provided that (i) no Loan may be converted into a LIBOR Rate Loan or Bankers’ Acceptance Advance when any Default or Event of
Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate minimum principal Dollar Amount of U.S.$5,000,000 or a whole multiple Dollar Amount of U.S.$1,000,000 in excess thereof. 
     (c)        Any LIBOR Rate Loan or
Bankers’ Acceptance Advance may be continued as such upon the expiration of an Interest Period or the BA Period (and the succeeding BA Period of that continued Bankers’ Acceptance Advance shall commence on the first day after the last day
of the BA Period of the Bankers’ Acceptance Advance to be continued), as applicable with respect thereto by compliance by the Applicable Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR
Rate Loan or Bankers’ Acceptance Advance may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such LIBOR Rate Loan or Bankers’ Acceptance Advance shall (x) in the case of the
LIBOR Rate Loan, to the extent borrowed by the Company, be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto; (y) in the case of the LIBOR Rate Loan, to the extent borrowed
by the Canadian Borrower, shall be automatically converted to a U.S. Base Rate Loan at the end of the applicable Interest Period with respect thereto and (z) in the case of a Bankers’ Acceptance Advance, shall be automatically converted to
a Canadian Prime Rate Loan. If a Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall (i) to the extent borrowed
by the Company, be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto and (ii) to the extent borrowed by the Canadian Borrower, be automatically converted to a U.S. Base Rate
Loan at the end of the applicable Interest Period with respect thereto. 
 2.10      Prepayments. 
     (a)        Voluntary Prepayments. Revolving Loans, Term Loans and Swingline Loans may be repaid in whole or in part without premium or penalty; provided that
(i) LIBOR Rate

  

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Loans and Bankers’ Acceptance Advances may be repaid only upon three (3) Business Days’ prior written notice to (A) in the case of the Company, the Administrative Agent and
(B) in the case of the Canadian Borrower, the Canadian Agent (who will notify the Administrative Agent), and Base Rate Loans may be repaid only upon at least one (1) Business Day’s prior written notice to (A) in the case of the
Company, the Administrative Agent (who will notify the Canadian Agent) and (B) in the case of the Canadian Borrower, the Canadian Agent (who will notify the Administrative Agent), (ii) repayments of LIBOR Rate Loans must be accompanied by
payment of any amounts owing under Section 2.19, and (iii) partial repayments of the LIBOR Rate Loans shall be in minimum principal Dollar Amount of U.S.$5,000,000, and in integral multiples of U.S.$1,000,000 in excess thereof, and
(iv) partial repayments of Base Rate Loans shall be in minimum principal Dollar Amount of U.S.$1,000,000 or C$1,000,000, as the case may be, and in integral multiples of U.S.$500,000 or C$500,000, as the case may be, in excess thereof. To the
extent that the Company elects to prepay the Term Loan A or the Term Loan B, amounts prepaid under this Section 2.10(a) shall be applied first pro rata to such Term Loan (to the remaining principal installments thereof in direct order of
maturities), second (after such Term Loan has been paid in full) to the other Term Loan (to the remaining principal installments thereof in direct order of maturities), and third to the Revolving Loans as the Company may elect, in each case first
ratably to any Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.10(a) shall be subject to Section 2.19, but otherwise without premium or penalty.
Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid
shall be payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans and the Swingline Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans
may not be reborrowed. 
     (b)        Mandatory Prepayments. 
     (i)        Aggregate Revolving Committed Amount. If at any time after the Closing Date, the aggregate principal Dollar Amount
(determined as of the most recent Determination Date) of the outstanding U.S. Revolving Loans plus outstanding U.S. Swingline Loans plus LOC Obligations shall exceed the U.S. Revolving Committed Amount and/or the outstanding Canadian
Revolving Loans plus outstanding Canadian Swingline Loans shall exceed the Canadian Revolving Committed Amount (in each case as then in effect), the Company immediately shall prepay the applicable Loans in an amount sufficient to eliminate
such excess (such prepayment to be applied as set forth in clause (vi) below). 
     (ii)       Asset Dispositions. Promptly following any Asset Disposition (other than an Excluded Asset Disposition) by a Borrower or any Restricted Subsidiary, the Company
shall prepay the Loans in an aggregate amount equal to 100% of the Net Proceeds derived from such Asset Disposition (such prepayment to be applied as set forth in clause (vi) below). 
     (iii)      Debt Issuances. Immediately upon
receipt by a Borrower or any Restricted Subsidiary of proceeds from (A) any Debt Issuance (other than an Excluded Debt Issuance) or (B) any borrowing after the Closing Date under a Permitted Securitization Transaction, the Company shall
prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Proceeds of such Debt Issuance or such

  

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borrowing to the Lenders (such prepayment to be applied as set forth in clause (vi) below). 
     (iv)      Equity Offering. Immediately upon receipt by a Borrower or any Restricted Subsidiary of proceeds from any
Equity Offering (other than an Excluded Equity Offering), the Company shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Proceeds of such Equity Offering (such prepayment to be applied as set forth in
clause (vi) below). 
     (v)        Recovery Event. To the extent cash proceeds received in connection with all Recovery Events in any fiscal year exceeds U.S.$10,000,000 in the aggregate and
are not used to acquire fixed or capital assets in replacement of the assets subject to such Recovery Events within 180 days of the receipt of such cash proceeds, immediately following the 180th day, occurring after the receipt of such cash proceeds, the Company shall prepay the Loans in an
aggregate amount equal to one hundred percent (100%) of such cash proceeds (such prepayment to be applied as set forth in clause (vi) below). 
     (vi)      Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.10(b)
shall be applied as follows: 
    (A)        with respect to all amounts prepaid pursuant to Section 2.10(b)(i), first to Swingline Loans (ratably among Canadian Swingline Loans and U.S. Swingline Loans),
and second to the Revolving Loans (ratably among Canadian Revolving Loans and U.S. Revolving Loans); 
    (B)        with respect to all amounts prepaid pursuant to clauses (ii), (iii)(A), (iv) and (v) of Section 2.10(b), (1) first, pro rata to the Term Loans
(ratably to the remaining principal installments thereof); (2) second, to the Swingline Loans (ratably among Canadian Swingline Loans and U.S. Swingline Loans); and (3) third, to the Revolving Loans (ratably among Canadian Revolving Loans
(other than Bankers’ Acceptance Advances), U.S. Revolving Loans and to a cash collateral account in respect of Bankers’ Acceptance Advances) (without a corresponding reduction to the Revolving Commitments); and 
    (C)        with respect to all amounts prepaid
pursuant to clause (iii)(B) of Section 2.10(b), (1) first, to the Swingline Loans (ratably among Canadian Swingline Loans and U.S. Swingline Loans); and (2) second, to the Revolving Loans (ratably among Canadian Revolving Loans
(other than Bankers’ Acceptance Advances), U.S. Revolving Loans and to a cash collateral account in respect of Bankers’ Acceptance Advances) (without a corresponding reduction to the Revolving Commitments). 
 Within the parameters of the applications set forth above, prepayments shall be applied first ratably to Alternate Base Rate
Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.10(b) shall be subject to Section 2.19 and be accompanied by interest on the principal amount prepaid
through the date of prepayment. 
     (c)        Hedging Obligations Unaffected. Any repayment or prepayment made pursuant to this Section 2.10 shall not affect a Credit Party’s obligation
to continue to make payments

  

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under any Hedging Agreement with a Hedging Agreement Provider, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such Hedging
Agreement. 
     (d)        Prepayment of LIBOR Rate Loans. Provided that so long as no Event of Default is in existence to the extent that any such prepayment would create funding
losses under Section 2.19, the portion of such payment that would cause such funding losses shall not be due and payable until the earliest date on which no funding losses would occur as a result of such payment (without giving effect to
any continuation or conversion of any Loan). 
     (e)        Application to U.S. Obligations. Notwithstanding any term of this Section 2.10 or any other term of this Agreement, the Canadian Credit Parties
shall not be required to repay or prepay any U.S. Obligations, and prepayments or repayments by the Canadian Borrower shall be applied only to Canadian Swingline Loans and Canadian Revolving Loans. 
 2.11      Termination and Reduction of Commitments; Reallocation of Committed Amounts.

     (a)        Voluntary
Reductions. The Company (i) shall have the right to terminate or reduce (either permanently or temporarily) the unused portion of the U.S. Revolving Committed Amount, and (ii) the Canadian Borrower shall have the right to terminate or
reduce (either permanently or temporarily) the unused portion of the Revolving Canadian Committed Amount, in each case at any time or from time to time upon not less than ten (10) Business Days’ prior written notice to the Agents (who
shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum Dollar Amount of U.S.$5,000,000 or
a whole multiple of U.S.$1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Agents; provided that no such reduction or termination shall be permitted if after giving effect thereto, to any prepayments of
the Revolving Loans and/or Swingline Loans made on the effective date thereof and to any corresponding increase in the U.S. Revolving Committed Amount or the Revolving Canadian Committed Amount, as applicable, pursuant to Section 2.11(c)
on the effective date thereof, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations would exceed the Aggregate Revolving Committed
Amount then in effect, (B) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations would exceed the U.S. Revolving Committed Amount then in effect or (C) the aggregate
principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding Canadian Revolving Loans and Canadian Swingline Loans would exceed the Canadian Revolving Committed Amount then in effect. Delivery by the Applicable
Borrower of a notice of reduction pursuant to this Section that is not accompanied by a simultaneous notice of election to reallocate commitments pursuant to Section 2.11(c) shall be deemed to be a permanent reduction of the U.S.
Revolving Committed Amount or Canadian Revolving Committed Amount, as applicable. 
     (b)        Mandatory Reduction. The Revolving Commitments shall terminate automatically on the Revolving/TLA Maturity Date. 
     (c)        Reallocation of Committed
Amounts. The Borrowers shall have the right on up to five (5) separate occasions after the Closing Date to (i) cause the U.S. Revolving Committed Amount to be increased by a principal Dollar Amount corresponding to any reduction of the
Canadian Revolving Committed Amount pursuant to Section 2.11(a) and/or (ii) cause the Canadian Revolving Committed Amount to be increased by a principal Dollar Amount

  

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corresponding to any reduction of the U.S. Revolving Committed Amount pursuant to Section 2.11(a), subject, in each case, to satisfaction of the following conditions precedent:

     (i)        the Company or the
Canadian Borrower, as applicable, shall have provided prior written notice of such election simultaneously with its notice of an election to reduce the U.S. Revolving Committed Amount and/or the Canadian Revolving Commitment Amount, as applicable,
pursuant to Section 2.11(a). 
     (ii)       no Event of Default shall have occurred and be continuing on the date on which such increase is to become effective; 
     (iii)      the representations and warranties set
forth in Article III of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such increase is to become effective; and 
     (iv)      after giving effect to any such increase, to
the corresponding decrease in the Canadian Revolving Committed Amount or the U.S. Revolving Committed Amount, as applicable, on the effective date thereof and to any prepayments of the Revolving Loans and/or Swingline Loans made on the effective
date thereof, (A) the U.S. Revolving Committed Amount shall not exceed a principal Dollar Amount of U.S.$450,000,000 less the amount of any prior permanent reduction of the U.S. Revolving Committed Amount, (B) the Canadian Revolving
Committed Amount shall not exceed a principal Dollar Amount of U.S.$100,000,000 less the amount of any prior permanent reduction of the Canadian Revolving Committed Amount, (C) the aggregate principal Dollar Amount (determined as of the most
recent Determination Date) of the outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Aggregate Revolving Committed Amount then in effect, (D) the aggregate principal Dollar Amount of the outstanding U.S.
Revolving Loans, U.S. Swingline Loans and LOC Obligations shall not exceed the U.S. Revolving Committed Amount then in effect and (E) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding
Canadian Revolving Loans and Canadian Swingline Loans shall not exceed the Canadian Revolving Committed Amount then in effect. 
     On the effective date of the requested reallocation of Revolving Commitments pursuant to this Section 2.11(c), the Company shall instruct the Administrative Agent to
convert all then existing U.S. Revolving Loans that are LIBOR Rate Loans to Alternate Base Rate Loans. The Company acknowledges and agrees that it shall be responsible for all amounts due and payable pursuant to Section 2.19 hereof as a
result of such conversion. In the absence of such instruction from the Company on the requested conversion date, the notice delivered pursuant to clause (i) above shall be deemed to be an instruction from the Company to the Administrative Agent
to effect such conversion on the applicable reallocation date. Upon the effectiveness of an increase or decrease in the U.S. Revolving Committed Amount or the Canadian Revolving Committed Amount pursuant to this Section 2.11(c), the U.S.
Revolving Commitment Percentage of each U.S. Revolving Lender automatically shall be adjusted to give effect to the corresponding reallocation of U.S. Revolving Commitments of the U.S. Revolving Lenders that are also Canadian Revolving Lenders to
Canadian Revolving Commitments or to the corresponding reallocation of Canadian Revolving Commitments of the Canadian Revolving Lenders that are also U.S. Revolving Lenders to U.S. Revolving Commitments, as applicable. The Administrative Agent will
at such time inform the U.S. Revolving Lenders of their new U.S. Revolving Commitment Percentage after giving effect to such increase or decrease, as applicable, and will then cause a reallocation of the then outstanding U.S. Revolving Loans among
the U.S. Revolving Lenders to reflect the adjusted U.S.

  

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Revolving Commitment Percentages by requesting additional funds from or requiring the payment of funds to, as necessary, each U.S. Revolving Lender whose U.S. Revolving Commitment Percentage has
changed as a result of such reallocation of Commitments. Upon completion of any such reallocation, the Company may then request a conversion of outstanding Alternate Base Rate Loans to LIBOR Rate Loans as provided in Section 2.9. For the
purposes of clarification, with respect to any Canadian Revolving Commitment that is being provided by an affiliate of a U.S. Revolving Lender, upon a reallocation of commitments hereunder from the Canadian Revolving Commitments to the U.S.
Revolving Commitments, the Canadian Revolving Commitment of such Canadian Revolving Lender so reduced shall be reallocated to the U.S. Revolving Commitment of its affiliate that is a U.S. Revolving Lender (and vice versa in the case of a
reallocation of U.S. Revolving Commitments to the Canadian Revolving Commitments.) 
 2.12      Fees. 
     (a)        Commitment Fee. 
     (i)        In consideration of the U.S. Revolving Commitment, the Company agrees to pay to the Administrative Agent for the ratable benefit
of the U.S. Revolving Lenders a commitment fee (the “U.S. Commitment Fee”) in an amount equal to the Applicable Percentage per annum on the average daily unused amount of the U.S. Revolving Committed Amount then in effect. For
purposes of computation of the U.S. Commitment Fee, LOC Obligations shall be considered usage of the U.S. Revolving Committed Amount, but U.S. Swingline Loans, Canadian Swingline Loans and Canadian Revolving Loans shall not be considered usage of
the U.S. Revolving Committed Amount; and 
     (ii)       In consideration of the Canadian Revolving Commitment, the Canadian Borrower agrees to pay to the Canadian Agent for the ratable benefit of the Canadian Revolving Lenders
a commitment fee (the “Canadian Commitment Fee”; together with the U.S. Commitment Fee, collectively, the “Commitment Fees”) in an amount equal to the Applicable Percentage per annum on the average daily unused
amount of the Canadian Revolving Committed Amount then in effect. For purposes of computation of the Canadian Commitment Fee, Canadian Swingline Loans shall not be considered usage of the Canadian Revolving Committed Amount. 
     The Commitment Fees shall be payable quarterly in arrears on the last day of each
calendar quarter. 
     (b)        Letter of Credit Fee. In consideration of the LOC Commitments, the Company agrees to pay to the Administrative Agent, for the ratable benefit of the U.S.
Revolving Lenders (including the Issuing Lender) a fee (the “Letter of Credit Fee”) equal to the Applicable Percentage per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of
issuance to the date of expiration. The Letter of Credit Fee shall be payable quarterly in arrears on the 15th day following the last day of each calendar quarter for the prior calendar quarter. 
     (c)        Issuing Lender Fees. In
addition to the Letter of Credit Fees payable pursuant to subsection (b) above, the Company shall pay to the Issuing Lender for its own account without sharing by the other Lenders (i) a fronting fee of one-eighth of one percent
(0.125%) per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it, such fee to be paid on the date of issuance of any Letter of Credit and (ii) the

  

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reasonable and customary charges from time to time of the Issuing Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters
of Credit (collectively, the “Issuing Lender Fees”). 
     (d)        Administrative Agent’s Fee. The Company agrees to pay to the Administrative Agent and the Canadian Agent the annual administrative agent and Canadian
agent fees as described in the Fee Letter. 
 2.13      Computation of Interest
and Fees. 
     (a)        Interest payable hereunder with respect to Alternate Base Rate Loans accruing interest at the Prime Rate, U.S. Base Rate Loans, Canadian Prime Rate Loans and the
acceptance fee payable in respect of Bankers’ Acceptance Advances shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder
shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrowers and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination
thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective. The
Administrative Agent shall as soon as practicable notify the Borrowers and the Lenders of the effective date and the amount of each such change. 
     (b)        Each determination of an interest rate by the Administrative Agent or the Canadian Agent, as applicable,
pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent or the Canadian Agent shall, at the request of the Borrowers, deliver to
the Borrowers a statement showing the computations used by the Administrative Agent or the Canadian Agent, as applicable, in determining any interest rate. 
     (c)        Each Borrower hereby acknowledges that the rate or rates of interest applicable to certain of the Loans and
fees as specified hereunder may be computed on the basis of a year of 360 days and paid for the actual number of days elapsed. For purposes of the Interest Act (Canada), if interest computed on the basis of a 360 day year is payable for any part of
the calendar year, the equivalent yearly rate of interest may be determined by multiplying the specified rate of interest by the number of days (365 or 366) in such calendar year and dividing such product by 360. For the purpose of the Interest Act
(Canada) and any other purpose, (i) the principle of deemed reinvestment shall not apply to any interest calculation under this Credit Agreement, and (ii) the rates of interest stipulated in this Credit Agreement are intended to be nominal
rates and not effective rates or yields. 
 Notwithstanding any other provisions of this Credit Agreement, if the
amount of any interest, premium, fees or other monies or any rate of interest stipulated for, taken, reserved or extracted under this Credit Agreement would otherwise contravene the provisions of Section 347 of the Criminal Code (Canada),
Section 8 of the Interest Act (Canada) or any successor or similar legislation, or would exceed the amounts which any Lender is legally entitled to charge and receive under any law to which such compensation is subject, then such amount
or rate of interest shall be reduced to such maximum amount as would not contravene such provision; and to the extent that any excess has been charged or received such Lender shall apply such excess against the outstanding Canadian Revolving Loans
and Canadian Swingline Loans and refund any further excess amount. 
  

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     (d)        It is the intent of the Agents, the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in
effect. All agreements between or among the Agents, the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, whether now existing or hereafter arising and
whether written or oral. In no way, nor in any event or contingency (including, but not limited to, prepayment or acceleration of the maturity of any Credit Party Obligation), shall the interest taken, reserved, contracted for, charged, or received
under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable
in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this subsection and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the
necessity of execution of any amendment or new document. If any Agent or Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the
maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the
applicable Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of
the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest
paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so
that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law. 
 2.14      Pro Rata Treatment and Payments. 
     (a)        Pro Rata Distribution of Payments. Each payment on account of an amount due from the Company hereunder or under any other
Credit Document shall be made by the Company to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment as provided herein in the currency in which such amount is denominated and in such funds
as are customary at the place and time of payment for the settlement of international payments in such currency. Each payment on account of an amount due from the Canadian Borrower hereunder or under any other Credit Document shall be made by the
Canadian Borrower to the Canadian Agent for the pro rata account of the Canadian Lenders entitled to receive such payment as provided herein in the currency in which such amount is denominated and in such funds as are customary at the
place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in Canadian Dollars shall be payable in Canadian Dollars, and
accrued interest on Canadian Revolving Loans denominated in U.S. Dollars shall be payable in U.S. Dollars, in each case to the Canadian Agent. The Canadian Agent shall inform the Administrative Agent and the Administrative Agent shall inform the
Canadian Agent, by telecopy as of the first Business Day of each month, of all principal, interest or fees received from the Borrowers during the prior month. Upon request, the Administrative Agent or the Canadian Agent, as applicable will give the
Borrowers a statement showing the computation used in calculating such amount, which statement shall be presumptively correct in the absence of manifest error. The obligation of the Borrowers to make each payment on account of such amount in the
currency in

  

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which such amount is denominated shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any other currency, except
to the extent such tender or recovery shall result in the actual receipt by the Administrative Agent or the Canadian Agent, as applicable, of the full amount in the appropriate currency payable hereunder. Each of the Borrowers agree that its
obligation to make each payment on account of such amount in the currency in which such amount is denominated shall be enforceable as an additional or alternative claim for recovery in such currency of the amount (if any) by which such actual
receipt shall fall short of the full amount of such currency payable hereunder, and shall not be affected by judgment being obtained for such amount. 
     (b)        Application of Payments Prior to Exercise of Remedies. Each borrowing of Revolving Loans and any
reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Revolving Lenders. Unless otherwise specified in this Credit Agreement, each payment under this Credit
Agreement or any Note shall be applied (i) first, to any fees then due and owing by the Borrowers pursuant to Section 2.12, (ii) second, to interest then due and owing hereunder and under the Notes of the
Borrowers and (iii) third, to principal then due and owing hereunder and under the Notes of the Borrowers. Each payment on account of any fees pursuant to Section 2.12 shall be made pro rata in accordance with
the respective amounts due and owing. Each payment (other than voluntary repayments and mandatory prepayments) by the Borrowers on account of principal of and interest on the Revolving Loans and on the Term Loans shall be made pro rata
according to the respective amounts due and owing hereunder. Each voluntary repayment and mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.10(a) and Section 2.10(b)(vi),
respectively. All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.20(b)) and shall be made to
the Administrative Agent or the Canadian Agent, as applicable, for the account of the Lenders at the Administrative Agent’s office or Canadian Agent’s Office, as applicable, specified in Section 9.2 and (i) in the case of
Loans or other amounts denominated in U.S. Dollars, shall be made in U.S. Dollars not later than 12:00 p.m. on the date when due and (ii) in the case of Loans or other amounts denominated in Canadian Dollars, shall be made in Canadian Dollars
not later than 12:00 p.m. on the date when due. The Administrative Agent and the Canadian Agent, as applicable, shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder
(other than payments on the LIBOR Rate Loans and Bankers’ Acceptance Advances) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan or Bankers’ Acceptance Advances becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. 

    (c)        Allocation of Payments After
Exercise of Remedies. Notwithstanding any other provision of this Credit Agreement to the contrary, after the exercise of remedies (other than the invocation of default interest pursuant to Section 2.8) by any of the Agents pursuant
to Section 7.2 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms
of such Section), all amounts collected or received by any Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: 
  

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 FIRST, to the payment of all reasonable out-of-pocket costs
and expenses (including, without limitation, reasonable attorneys’ fees) of the Agents in connection with enforcing the rights of the Lenders under the Credit Documents; 
 SECOND, to payment of any fees owed to the Agents; 
 THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation,
reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; 
 FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and
including, with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon; 
 FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and the payment or
cash collateralization of the outstanding LOC Obligations, and including with respect to any Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon;

 SIXTH, to all other Credit Party Obligations and other obligations which shall have become
due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and 
 SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. 
 In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and
(ii) each of the Lenders and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and Bankers’ Acceptances held by such Lender or the
outstanding obligations payable to such Hedging Agreement Provider bears to the aggregate then outstanding Loans, LOC Obligations and Bankers’ Acceptances and obligations payable under all Hedging Agreements with a Hedging Agreement Provider)
of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above. 
 2.15      Non-Receipt of Funds by an Agent. 
     (a)        Funding by Lenders; Presumption by Agent. Unless the applicable Agent shall have been notified in writing by a Lender
prior to the date a Loan is to be made by such Lender (which notice shall be effective upon receipt) that such Lender does not intend to make the proceeds of such Loan available to such Agent, such Agent may assume that such Lender has made such
proceeds available to such Agent on such date, and such Agent may in reliance upon such assumption (but shall not be required to) make available to the Applicable Borrower a corresponding amount. If such corresponding amount is not in fact made
available to such Agent, such Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon such Agent’s demand therefor, such Agent will promptly notify the
Applicable Borrower, and such Borrower shall immediately

  

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pay such corresponding amount to such Agent. The applicable Agent shall also be entitled to recover from the Lender or the Applicable Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made available by such Agent to the Applicable Borrower to the date such corresponding amount is recovered by such Agent at a per annum rate equal to (i) from the
Applicable Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Rate or the Interbank Reference Rate, as applicable. 
     (b)        Payments by Borrower;
Presumptions by Agent. Unless the applicable Agent shall have been notified in writing by the Applicable Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Applicable
Borrower does not intend to make such payment, such Agent may assume that such Borrower has made such payment when due, and such Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment
date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if such Borrower has not in fact made such payment to such Agent, such Lender shall, on demand, repay to such Agent the amount made available
to such Lender. If such amount is repaid to such Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to such Agent on demand interest on such amount in respect of each day from the date such amount was
made available by such Agent at a per annum rate equal to, if repaid to such Agent within two (2) days from the date such amount was made available by such Agent, the Federal Funds Rate or the Interbank Reference Rate, as applicable, and
thereafter at a rate equal to the Alternate Base Rate. 
     (c)        Evidence of Amounts Owed. A certificate of an Agent submitted to a Borrower or any Lender with respect to any amount owing under this Section 2.15
shall be conclusive in the absence of manifest error. 
     (d)        Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent or the Canadian Agent funds for any Loan to be made by such
Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by such Agent because the conditions to the applicable Extension of Credit set forth in Article IV are
not satisfied or waived in accordance with the terms thereof, such Agent shall forthwith return such funds (in like funds as received from such Lender) to such Lender, without interest. 
     (e)        Obligations of Lenders
Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.5(c) are several and not joint. The failure of any Lender to
make any Loan, to fund any such participation or to make any such payment under Section 9.5(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall
be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.5(c). 
     (f)        Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any
Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 
  

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 2.16      Inability to Determine Interest
Rate. 
 Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent
or the Canadian Agent, as applicable, shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist
for ascertaining the LIBOR Rate for such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly
reflect the cost to such Lenders of funding LIBOR Rate Loans that a Borrower has requested be outstanding as a LIBOR tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed
in writing, to the Borrowers and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given (a) any LIBOR Rate Loans requested to be made by the Canadian Borrower on the first day of
such Interest Period shall be made, at the sole option of the Canadian Borrower, in U.S. Dollars as U.S. Base Rate Loans or such request shall be cancelled, (b) any affected U.S. Base Rate Loans that were to have been converted at the request
of the Canadian Borrower on the first day of such Interest period to, or LIBOR Rate Loans that were to have been continued as, LIBOR Rate Loans shall be converted to or continued, at the sole option of the Canadian Borrower, as U.S. Base Rate Loans,
(c) any affected LIBOR Rate Loans denominated in U.S. Dollars requested to be made by the Company on the first day of such Interest Period shall be made, at the sole option of the Company, in U.S. Dollars as Alternate Base Rate Loans or such
request shall be cancelled and (d) any affected Loans denominated in U.S. Dollars that were to have been converted at the request of the Company on the first day of such Interest Period to or continued as LIBOR Rate Loans shall be converted to
or continued, at the sole option of the Company, as Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the
Interest Periods so affected. 
 2.17      Illegality. 
 Notwithstanding any other provision of this Credit Agreement, if the adoption of or any change in any Requirement of Law or
in the interpretation or application thereof by the relevant Governmental Authority to any Lender shall make it unlawful for (i) such Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans or (ii) a BA Lender to make or
maintain Bankers’ Acceptance Advances, as contemplated by this Credit Agreement or to obtain in the interbank Eurodollar market through its LIBOR Lending Office the funds with which to make such Loans, (a) such Lender shall promptly notify
the Administrative Agent or the Canadian Agent, as applicable, and the Borrowers thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such, or to make Bankers’ Acceptance Advances or
continue Bankers’ Acceptance Advances as such, shall forthwith be suspended until the Administrative Agent or Canadian Agent, as applicable, shall give notice that the condition or situation which gave rise to the suspension shall no longer
exist, (c) such Lender’s Loans then outstanding as LIBOR Rate Loans, if any, shall be converted to (x) Alternate Base Rate Loans denominated in U.S. Dollars in the case of Loans to the Company and (y) U.S. Base Rate Loans in the
case of Loans to the Canadian Borrower, in each case, on the last day of the Interest Period for such Loans or within such earlier period as required by law to Alternate Base Rate Loans in the case of the Company, and to U.S. Base Rate Loans in the
case of the Canadian Borrower, and (d) such Bankers’ Acceptance Advances shall be converted to Canadian Prime Rate Loans on the last day of the BA Period. The Applicable Borrower hereby agrees promptly to pay any Lender, upon its demand,
any additional amounts necessary to compensate such Lender for actual and direct costs (but not including anticipated profits) reasonably incurred by such Lender including, but not limited to, any interest or fees payable by such Lender to lenders
of funds obtained by it in order to make or maintain its LIBOR Rate Loans and/or Bankers’ Acceptance Advances hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the
Administrative Agent or the

  

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Canadian Agent, as applicable, to the Applicable Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to
change its LIBOR Lending Office) to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or
legal or regulatory burdens deemed by such Lender in its sole discretion to be material. 
 2.18      Requirements of Law. 
     (a)        If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive
(whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: 
     (i)        shall subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any participation in a Letter of Credit or any LIBOR Rate Loan or Bankers’ Acceptance Advances made by it, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (except for changes in the
rate of tax on the overall net income of such Lender); 
     (ii)       shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or
for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of any Lender or the Issuing Lender which is not otherwise included in the determination of the LIBOR Rate or BA Rate hereunder;
or 
     (iii)      shall impose on such
Lender any other condition; 
 and the result of any of the foregoing is to increase the cost to such Lender of
making or maintaining LIBOR Rate Loans, Bankers’ or Acceptance Advances or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or maintaining its obligation to participate
in or to issue any Letter of Credit), or to reduce any amount receivable hereunder or under any Note, then, in any such case, the Applicable Borrower shall promptly pay such Lender or the Issuing Lender, upon its demand, any additional amounts
necessary to compensate such Lender or Issuing Lender for such additional cost or reduced amount receivable which such Lender reasonably deems to be material as determined by such Lender or Issuing Lender. A certificate as to any additional amounts
payable pursuant to this Section submitted by such Lender, through the Administrative Agent or Canadian Agent, as applicable, to the Applicable Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable
efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this subsection (a); provided,
however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material. 
     (b)        If any Lender or the Issuing
Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender
with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such
Lender’s or such

  

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corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within
fifteen (15) days after demand by such Lender, the Applicable Borrower shall pay to such Lender such additional amount as shall be certified by such Lender as being required to compensate it for such reduction (but, in the case of outstanding
Base Rate Loans, without duplication of any amounts already recovered by a Lender by reason of an adjustment in the Alternate Base Rate, Canadian Prime Rate or U.S. Base Rate, as applicable). Such a certificate as to any additional amounts payable
under this Section submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent or the Canadian Agent, to the Borrowers shall be conclusive absent manifest error.

     (c)        Failure or delay on
the part of any Lender or the Issuing Lender to demand compensation pursuant to the foregoing provisions of this Section 2.18 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the
Applicable Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.18 for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such
Lender, as the case may be, notifies the Applicable Borrower of the Requirement of Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Requirement of Law
giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). 
     (d)        The agreements in this
Section 2.18 shall survive the termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder. 
 2.19      Indemnity. 
 The
Applicable Borrower hereby agrees to indemnify each Lender and to hold such Lender harmless from any funding loss or expense which such Lender may sustain or incur as a consequence of (a) default by such Borrower in payment of the principal
amount of or interest on any Loan by such Lender in accordance with the terms hereof, (b) default by such Borrower in accepting a borrowing after such Borrower has given a notice in accordance with the terms hereof, (c) default by such
Borrower in making any repayment after such Borrower has given a notice in accordance with the terms hereof, and/or (d) the making by such Borrower of a repayment or prepayment of a Loan, or the conversion thereof, on a day which is not the
last day of the Interest Period with respect thereto, in each case including, but not limited to, any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Loans
hereunder to the extent not received by such Lender in connection with the re-employment of such funds (but excluding loss of anticipated profits). A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender,
through the Administrative Agent or the Canadian Agent, to the Applicable Borrower (which certificate must be delivered to the Administrative Agent or Canadian Agent, as applicable, within thirty (30) days following such default, repayment,
prepayment or conversion and shall set forth the basis for requesting such amounts in reasonable detail) shall be conclusive in the absence of manifest error. The agreements in this Section 2.19 shall survive termination of this Credit
Agreement and payment of the Notes and all other amounts payable hereunder. 
  

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 2.20      Taxes. 
     (a)        All payments made by the Borrowers
hereunder or under any Note will be, except as provided in Section 2.20(b), made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein (whether or not correctly or legally imposed or asserted by such Governmental Authority, political
subdivision or taxing authority) with respect to such payments (including, without limitation, all Other Taxes, but excluding (i) any tax on or measured by the net income or profits of a Lender, and (ii) any franchise, capital or similar
taxes, in each of (i) and (ii) imposed pursuant to the laws of the jurisdiction in which it is organized or is resident for tax purposes or the jurisdiction in which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, Other Taxes, levies, imposts, duties, fees, assessments or other charges, whether levied, imposed,
paid or payable in connection with a payment under any Credit Document, the execution, delivery or enforcement of, or otherwise with respect to, any Credit Document, the exercise of any right or remedy under any Credit Document or otherwise, being
referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under
this Credit Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrowers will furnish to the Administrative Agent or the Canadian
Agent, as applicable, as soon as practicable after the date the payment of any Taxes is due pursuant to applicable law certified copies (to the extent reasonably available and required by law) of tax receipts evidencing such payment by the
Borrowers. Without limiting the foregoing terms of this subsection (a), the Borrowers shall timely pay any Taxes (including all Other Taxes) to the relevant Governmental Authority in accordance with applicable law and, without duplication,
shall indemnify and hold harmless each Lender, and reimburse or pay such Lender upon its written request, for the amount of any Taxes (including all Other Taxes) paid or payable by such Lender, whether or not such Taxes (including all Other Taxes)
were correctly or legally imposed or asserted by the relevant Governmental Authority. 
     (b)        Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Company and the
Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Credit Agreement pursuant to Section 9.6 (unless the respective Lender was already a Lender
hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) if the Lender is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN or W-8ECI (or successor forms) certifying such Lender’s entitlement to a complete exemption from United States withholding tax with respect to payments to be made under
this Credit Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, either Internal Revenue Service Form W-8BEN or W-8ECI as set forth in the foregoing clause
(i), or (x) a certificate substantially in the form of Schedule 2.20 (any such certificate, a “Tax Exempt Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8
(or successor form) certifying such Lender’s entitlement to an exemption from United States withholding tax with respect to payments of interest to be made under this Credit Agreement and under any Note. In addition, each Lender agrees that it
will deliver upon the Company’s request updated versions of

  

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the foregoing, as applicable, whenever the previous certification has become obsolete or inaccurate in any material respect, together with such other forms as may be required in order to confirm
or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Credit Agreement and any Note. Notwithstanding anything to the contrary contained in
Section 2.20(a), but subject to the immediately succeeding sentence, (A) the Company shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S.
Federal income tax purposes to the extent that such Lender has not provided to the Company U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (B) the Company shall not be obligated
pursuant to Section 2.20(a) to gross-up payments to be made to a Lender in respect of Taxes imposed by the United States if (I) such Lender has not provided to the Company the Internal Revenue Service Forms required to be provided
to the Company pursuant to this Section 2.20(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) of the second sentence of this subsection, to the extent that such Forms do not establish a
complete exemption from withholding of such Taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 2.20, the Company agrees to pay additional amounts and to indemnify each Lender
in the manner set forth in Section 2.20(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding
sentence as a result of any changes after the Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of Taxes. 
     (c)        Each Lender agrees to use
reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this Section; provided,
however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material. 
     (d)        If the Borrowers pay any
additional amount pursuant to this Section 2.20 with respect to a Lender, such Lender shall use reasonable efforts to obtain a refund of tax or credit against its tax liabilities on account of such payment; provided that such
Lender shall have no obligation to use such reasonable efforts if either (i) it is in an excess foreign tax credit position or (ii) it believes in good faith, in its sole discretion, that claiming a refund or credit would cause adverse tax
consequences to it. To the extent that the payment of any Lender’s Taxes by a Borrower gives rise from time to time to a Tax Benefit (as hereinafter defined) to such Lender in any jurisdiction other than the jurisdiction which imposed such
Taxes, such Lender shall pay to the Applicable Borrower the amount of each such Tax Benefit so recognized or received. The amount of each Tax Benefit and, therefore, payment to the Applicable Borrower will be determined from time to time by the
relevant Lender in its sole discretion, which determination shall be binding and conclusive on all parties hereto. Each such payment will be due and payable by such Lender to the applicable Borrower within a reasonable time after the filing of the
income tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; provided, however, if at any time thereafter such Lender is required to rescind such Tax Benefit or such Tax
Benefit is otherwise disallowed or nullified, the applicable Borrower shall promptly, after notice thereof from such Lender, repay to Lender the amount of such Tax Benefit previously paid to the Applicable Borrower and rescinded, disallowed or
nullified. For purposed of this section, “Tax Benefit” shall mean the amount by which any

  

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Lender’s income tax liability for the taxable period in question is reduced below what would have been payable had the Applicable Borrower not been required to pay the Lender’s Taxes.
In case of any dispute with respect to the amount of any payment the Applicable Borrower shall have no right to any offset or withholding of payments with respect to future payments due to any Lender under this Credit Agreement. Nothing contained in
this Section 2.20 shall require a Lender to disclose or detail the basis of its calculation of the amount of any Tax Benefit or any other amount or the basis of its determination referred to in the proviso to the first sentence of this
Section 2.20 to the Borrowers or any other party. 
     (e)        The agreements in this Section 2.20 shall survive the termination of this Credit Agreement and the payment of the Notes and all other amounts payable
hereunder. 
 2.21      Indemnification; Nature of Issuing Lender’s
Duties. 
     (a)        In
addition to its other obligations under Section 2.5, the Company hereby agrees to protect, indemnify, pay and hold the Issuing Lender and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable attorneys’ fees) that the Issuing Lender or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, except to the extent
resulting from the gross negligence or willful misconduct of the Issuing Lender or such Lender or (ii) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government Acts”). 
     (b)        As between the Company, the
Issuing Lender and each Lender, the Company shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. Neither the Issuing Lender nor any Lender shall be responsible for: (i) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, that may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vii) any consequences arising from causes beyond the control of the Issuing Lender or any Lender, including,
without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or powers hereunder. 
     (c)        In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any
action taken or omitted by the Issuing Lender or any Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Issuing Lender under any resulting liability to the
Company. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender and each Lender against any and all risks involved in the issuance of the Letters of Credit, all of
which risks are hereby assumed by the Company, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any

  

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Government Authority. The Issuing Lender and the Lenders shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a
result of any Government Acts or any other cause beyond the control of the Issuing Lender and the Lenders. 
     (d)        Nothing in this Section 2.21 is intended to limit the reimbursement obligation of the Company contained in
Section 2.5. The obligations of the Company under this Section 2.21 shall survive the termination of this Credit Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect
or impair the rights of the Issuing Lender and the Lenders to enforce any right, power or benefit under this Credit Agreement. 
     (e)        Notwithstanding anything to the contrary contained in this Section 2.21, the Company shall have no obligation to
indemnify any Issuing Lender or any Lender in respect of any liability incurred by such Issuing Lender or such Lender arising out of the gross negligence or willful misconduct of the Issuing Lender (including action not taken by the Issuing Lender
or such Lender), as determined by a court of competent jurisdiction. 
 2.22      Replacement of Lenders. 
 The Borrowers shall be
permitted to replace with a financial institution acceptable to the Administrative Agent any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.17, Section 2.18 or Section 2.20(a)
or (b) is then in default of its obligation to make Loans hereunder; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time
of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.17, Section 2.18(a) or Section 2.20(c), as applicable, so as to eliminate the continued need
for payment of amounts owing pursuant to Section 2.17, Section 2.18 or Section 2.20(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced
Lender on or prior to the date of replacement, (v) the Applicable Borrower shall be liable to such replaced Lender under Section 2.19 if any LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day
of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Agents, (vii) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of Section 9.6 (provided that the Applicable Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be
consummated, the Applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.17, 2.18 or 2.20(a), as the case may be, (ix) a Canadian Lender may only be replaced with another Canadian
Lender acceptable to the Canadian Agent, and (x) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, either Agent or any other Lender shall have against the replaced Lender. In the event any replaced Lender
fails to execute the agreements required under Section 9.6 in connection with an assignment pursuant to this Section 2.22, the Applicable Borrower may, upon two (2) Business Days’ prior notice to such replaced
Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Applicable Borrower to require
such replacement cease to apply. 
 2.23      Relationship between the
Agents. 
 The Canadian Agent shall promptly inform the Administrative Agent and the Administrative Agent
shall promptly inform the Canadian Agent, by telecopy, of the funding of any Revolving Loan or Swingline Loan and the terms thereof, as well and any other notices and communications received from either Borrower. 
  

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 ARTICLE III  
 REPRESENTATIONS AND WARRANTIES 
 To induce the Lenders to enter into this Credit Agreement and to make Loans herein provided for, the Credit Parties hereby represent and warrant to the Agents and to each Lender that: 
 3.1        Corporate Existence; Compliance with Law. 
 The Company and each of its Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization. The Company and each of its Subsidiaries (i) has the corporate power and authority and the legal right to own and operate its property and to conduct its business, (ii) is duly
qualified as a foreign corporation or other legal entity and in good standing under the laws of each jurisdiction where its ownership of property or the conduct of its business requires such qualification, and (iii) is in compliance with all
Requirements of Law, except where (a) the failure to have such power, authority and legal right as set forth in clause (i) hereof, (b) the failure to be so qualified or in good standing as set forth in clause (ii) hereof, or
(c) the failure to comply with Requirements of Law as set forth in clause (iii) hereof, is reasonably likely, in the aggregate, to have a Material Adverse Effect. 
 3.2        Corporate Power; Authorization. 
 Each of the Credit Parties has the corporate power and authority to make, deliver and perform the Credit Documents to which it is a party and has taken all necessary corporate action
to authorize the execution, delivery and performance of such Credit Documents. No consent or authorization of, or filing with, any Person (including, without limitation, any Governmental Authority), is required in connection with the execution,
delivery or performance by a Credit Party, or the validity or enforceability against a Credit Party, of the Credit Documents, other than such consents, authorizations or filings which have been made or obtained. 
 3.3        Enforceable Obligations. 
 This Agreement has been duly executed and delivered, and each other Credit Document will be duly executed and delivered, by
each Credit Party, as applicable, and this Credit Agreement constitutes, and each other Credit Document when executed and delivered will constitute, legal, valid and binding obligations of each Credit Party executing the same, enforceable against
such Credit Party in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general
principles of equity. 
 3.4        No Legal Bar. 
 The execution, delivery and performance by each Credit Party of the Credit Documents will not violate such Person’s
articles or certificate of incorporation (or equivalent formation document), bylaws or other organizational or governing documents or any Requirement of Law or cause a breach or default under any of their respective Material Contracts. 

3.5        No Material Litigation. 
 No litigation, investigation or proceeding of or before any court, tribunal, arbitrator or governmental authority is pending
or, to the knowledge of any Responsible Officer of the Company,

  

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threatened by or against the Borrowers or any of the Restricted Subsidiaries, or against any of their respective properties or revenues, existing or future (a) that is material and that is
with respect to any Credit Document, or any of the transactions contemplated hereby or thereby, or (b) that is reasonably likely to have a Material Adverse Effect. 
 3.6        Investment Company Act. 
 Neither Borrower nor any Restricted Subsidiary is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by
such a company. 
 3.7        Margin Regulations. 
 No part of the proceeds of the Loans hereunder will be used, directly or indirectly, for the purpose of purchasing or
carrying any “margin stock” within the meaning of Regulation U, or for the purpose of purchasing or carrying or trading in any securities. If requested by any Lender or the Administrative Agent, the Borrowers will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in said Regulation U. No Indebtedness being reduced or retired out of the proceeds of the Loans hereunder was or
will be incurred for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U or any “margin security” within the meaning of Regulation T. “Margin stock” within the meaning of Regulation U does
not constitute more than 25% of the value of the Consolidated Assets of Company and its Subsidiaries. Neither the execution and delivery hereof by the Borrowers, nor the performance by them of any of the transactions contemplated by this Credit
Agreement (including, without limitation, the direct or indirect use of the proceeds of the Loans) will violate or result in a violation of the Securities Act of 1933, as amended, or the Exchange Act, or regulations issued pursuant thereto, or
Regulation T, U or X. 
 3.8        Compliance with Environmental
Laws. 
     (a)        Neither
Borrower nor any of the Restricted Subsidiaries has received any notices of claims or potential liability under, or notices of failure to comply with, any applicable Environmental Laws, where such claims and liabilities under, and failures to comply
with, such statutes, regulations, rules, ordinances, laws or licenses, is reasonably likely to result in penalties, fines, claims or other liabilities to the Borrowers and the Restricted Subsidiaries in amounts that would have a Material Adverse
Effect, either individually or in the aggregate. 
     (b)        Neither Borrower nor any of the Restricted Subsidiaries has received any notice of violation, or notice of any action, either judicial or administrative, from any
Governmental Authority relating to the actual or alleged violation of any Environmental Law, including, without limitation, any notice of any actual or alleged spill, leak, or other release of any Hazardous Substances, waste or hazardous waste by a
Borrower or any of the Restricted Subsidiaries or its employees or agents, or as to the existence of any contamination on any properties owned by a Borrower or any of the Restricted Subsidiaries, where any such violation, spill, leak, release or
contamination is reasonably likely to result in penalties, fines, claims or other liabilities to a Borrower or any Restricted Subsidiary in amounts that would have a Material Adverse Effect, either individually or in the aggregate. Neither Borrower
nor any of the Restricted Subsidiaries, nor, to the knowledge of Borrower, any other Person, has caused any spill, leak or other release of any Hazardous Substance, has generated, treated, stored or transported any Hazardous Substance, or has taken
any action or failed to take any action in violation of any Environmental Law, that is reasonably likely to result in penalties, fines, claims or other liabilities to a Borrower or any

  

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Restricted Subsidiary in amounts that would have a Material Adverse Effect, either individually or in the aggregate. 
     (c)        The Borrowers and the Restricted
Subsidiaries have obtained all necessary governmental permits, licenses and approvals for the operations conducted on their respective properties, including without limitation, all required material permits, licenses and approvals for (i) the
emission of air pollutants or contaminants, (ii) the treatment or pretreatment and discharge of waste water or storm water, (iii) the treatment, storage, disposal or generation of hazardous wastes, (iv) the withdrawal and usage of
ground water or surface water, and (v) the disposal of solid wastes, in any such case where the failure to have such license, permit or approval is reasonably likely to have a Material Adverse Effect. 
 3.9        Insurance. 
 The Borrowers and the Restricted Subsidiaries currently maintain insurance with respect to their respective properties and
businesses, with financially sound and reputable insurers, having coverages against losses or damages of the kinds customarily insured against by reputable companies in the same or similar businesses, such insurance being in amounts no less than
those amounts which are customary for such companies under similar circumstances. The Borrowers and the Restricted Subsidiaries have paid all material amounts of insurance premiums now due and owing with respect to such insurance policies and
coverages, and such policies and coverages are in full force and effect. The present insurance coverage of the Borrowers and the Restricted Subsidiaries, as of the Closing Date or as of the last date Schedule 3.9 was updated pursuant to
Section 5.7(j), is outlined as to carrier, policy number, type and amount on Schedule 3.9. 
 3.10      No Default of Contractual Obligations; Material Contracts. 
 None of the Borrowers or the Restricted Subsidiaries is in default under or with respect to any Contractual Obligation in any respect which has had or is reasonably likely to have a Material Adverse Effect. The Material Contracts of the
Borrowers and the Restricted Subsidiaries are set forth in exhibits to the filings of the Company with the SEC. 
 3.11      No Burdensome Restrictions. 
 Neither Borrower nor any
of the Restricted Subsidiaries is a party to or bound by any Contractual Obligation or Requirement of Law or any provision of its articles or certificate of incorporation, bylaws or other organizational or governing documents which has had or is
reasonably likely to have a Material Adverse Effect. 
 3.12      Taxes.

 Except where the failure to do so could not reasonably be expect to have a Material Adverse Effect, each
Borrower and each Restricted Subsidiary has filed all tax returns which are required to have been filed by any Governmental Authority, and has paid all taxes, assessments, fees and other charges otherwise due and payable, except those which are
being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP). The Company has not received written notice of any proposed material tax assessment with
respect to Federal or other material income taxes against either Borrower or any Restricted Subsidiary nor does any Responsible Officer of the Company know of any material Federal income tax liability on the part of a Borrower or any Restricted
Subsidiary other than any such assessment or liability which is

  

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adequately provided for on the books of the Borrowers and their Restricted Subsidiaries or which is not reasonably likely to have a Material Adverse Effect. 
 3.13      Subsidiaries. 
     (a)        Schedule 3.13 is a complete
and correct list of the Company’s Subsidiaries and the Joint Ventures of the Company and its Subsidiaries as of the Closing Date or as of the last date Schedule 3.13 was updated pursuant to Section 5.7(j), showing, as to each
Subsidiary and Joint Venture, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock or similar equity interests outstanding owned by the Company and each other Subsidiary.
Schedule 3.13 indicates which such Subsidiaries are Restricted Subsidiaries and which such Subsidiaries are Unrestricted Subsidiaries and indicates which Subsidiaries are Inactive Subsidiaries. 
     (b)        All of the outstanding shares of
Capital Stock or similar equity interests of each Subsidiary shown in Schedule 3.13 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another
Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 3.13). 
 3.14      Financial Statements, Fiscal Year and Fiscal Quarters. 
     (a)        The Company has furnished to the Administrative Agent and the Lenders (i) copies of audited consolidated financial
statements of the Company and its Subsidiaries (prior to giving effect to the SCC Acquisition) and of the Acquired Company and its Subsidiaries for the three (3) fiscal years most recently ended prior to the Closing Date for which audited
financial statements are available (it being understood that the Administrative Agent and the Lenders have received audited consolidated financial statements of the Company, the Acquired Company and their respective Subsidiaries for fiscal years
2004, 2005, and 2006 and of the Company and its Subsidiaries for fiscal year 2007), in each case audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, (ii) copies of (A) interim
unaudited condensed consolidated balance sheets, statements of operations and statements of cash flows of the Acquired Company and its Subsidiaries as of and for the 36-week period ended September 8, 2007 (with corresponding statements for the
36-week period ended September 9, 2006, presented on a side-by-side comparative basis) and the combined notes thereto, and (B) an interim unaudited condensed consolidated statement of operations of the Acquired Company and its Subsidiaries
for the 52-week period ended September 8, 2007, (iii) copies of an interim unaudited condensed consolidated balance sheet and statement of operations of the Acquired Company and its Subsidiaries as of and for the 12-week period ended
December 1, 2007, (iv) copies of pro forma condensed consolidated balance sheet and statement of income for the Company and its Subsidiaries as of and for the four-quarter period ending December 31, 2007 (which pro forma
financial information shall be computed using either (x) the balance sheet of the Acquired Company delivered pursuant to clause (iii) above and the statements of operations of the Acquired Company and its Subsidiaries delivered pursuant to
clauses (ii)(A) and (iii) above (with such statements of operations annualized to reflect a 52-week period) or (y) to the extent available, the audited financial statements of the Acquired Company and its Subsidiaries as of and for the
fiscal year ended December 29, 2007 delivered pursuant to clause (i) above), in each case giving pro forma effect to the Transactions (prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended
(“Regulation S-X”), and all other rules and regulations of the SEC under such Securities Act, and including such other adjustments as are reasonably acceptable to the Lead Arrangers; provided that any such pro forma financial
information may comply with the relief set forth in the written communications between the

  

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Company and the staff of the SEC prior to January 10, 2008) and (v) unless previously provided, quarterly projections prepared by management of balance sheets, income statements and
cash flow statements of the Company and its Subsidiaries for the remainder of the Company’s fiscal year 2008. 
     (b)        The financial statements referenced in subsection (a) (other than the financial statements referenced in clause
(iv) and the projections referenced in clause (v) of subsection (a)) fairly present in all material respects the consolidated financial condition of Company and its Subsidiaries or the Acquired Company and its Subsidiaries, as
applicable, as at the dates thereof and results of operations for such periods in conformity with GAAP consistently applied (subject, in the case of the quarterly financial statements, to normal year-end audit adjustments and the absence of certain
notes). The Borrowers and the Restricted Subsidiaries taken as a whole did not have any material contingent obligations, contingent liabilities, or material liabilities for known taxes, long-term leases or unusual forward or long-term commitments
required to be reflected in the foregoing financial statements or the notes thereto that are not so reflected. 
     (c)        The pro forma condensed consolidated balance sheet and statement of income referenced in clause (iv) of
subsection (a) are based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. 
     (d)        The projections referenced in
clause (v) of subsection (a) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are fair in light of then existing conditions (it being understood that projections are subject to
uncertainties and contingencies and that no assurance can be given that any projection will be realized). 
     (e)        Since September 8, 2007, there has been no change with respect to either Borrower or any Restricted Subsidiary which has had
or is reasonably likely to have a Material Adverse Effect. The Company’s fiscal year commences October 1st of each year and ends on September 30th of each year. The Company’s fiscal quarters end on
December 31st, March 31st, June 30th and September 30th of each year. 
 3.15      ERISA. 
     (a)        Identification of Plans. Except as disclosed on Schedule 3.15, as of the Closing Date or as of the last date Schedule 3.15 was updated pursuant
to Section 5.7(j), none of the Borrowers, any of the Restricted Subsidiaries nor any of their respective ERISA Affiliates maintains or contributes to, or has during the past seven (7) years maintained or contributed to, any Plan
that is subject to Title IV of ERISA; 
     (b)        Compliance. Each Plan maintained by the Borrowers and the Restricted Subsidiaries has at all times been maintained, by its terms and in operation, in
compliance with all applicable laws, and the Borrowers and the Restricted Subsidiaries are subject to no tax or penalty with respect to any Plan of such Consolidated Company or any ERISA Affiliate thereof, including, without limitation, any tax or
penalty under Title I or Title IV of ERISA or under Chapter 43 of the Code, or any tax or penalty resulting from a loss of deduction under Sections 162, 404, or 419 of the Code, where the failure to comply with such laws, and such taxes and
penalties, together with all other liabilities referred to in this Section 3.15 (taken as a whole), would in the aggregate have a Material Adverse Effect; 
  

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     (c)        Liabilities. None of the Borrowers and their Restricted Subsidiaries is subject to any liabilities (including withdrawal liabilities) with respect to any
Plans of the Borrowers, their Restricted Subsidiary and their ERISA Affiliates, including, without limitation, any liabilities arising from Titles I or IV of ERISA, other than obligations to fund benefits under an ongoing Plan and to pay current
contributions, expenses and premiums with respect to such Plans, where such liabilities, together with all other liabilities referred to in this Section 3.15 (taken as a whole), would in the aggregate have a Material Adverse Effect;

     (d)        Funding.
Each Borrower and each Restricted Subsidiary and, with respect to any Plan which is subject to Title IV of ERISA, each of their respective ERISA Affiliates, have made full and timely payment of all amounts (A) required to be contributed under
the terms of each Plan and applicable law, and (B) required to be paid as expenses (including PBGC or other premiums) of each Plan, where the failure to pay such amounts (when taken as a whole, including any penalties attributable to such
amounts) would have a Material Adverse Effect. No Borrower nor any Restricted Subsidiary is subject to any liabilities with respect to post-retirement medical benefits in any amounts which, together with all other liabilities referred to in this
Section 3.15 (taken as a whole), would have a Material Adverse Effect if such amounts were then due and payable. 
     (e)        ERISA Event. No ERISA Event has occurred or is reasonably expected to occur. 
 3.16      Intellectual Property. 
 Each of the Credit Parties and the other Restricted Subsidiaries owns, or has the legal right to use, all trademarks,
tradenames, copyrights, technology, know-how, processes and other Intellectual Property necessary for each of them to conduct its business as currently conducted. Set forth on Schedule 3.16 is a list of all material Intellectual Property
owned by each of the Credit Parties and their Subsidiaries or that the Credit Parties or any of their Subsidiaries has the right to use as of the Closing Date or as of the date Schedule 3.16 was last updated pursuant to
Section 5.7(j). No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor do the Credit Parties or
any of their Subsidiaries know of any such claim, and, to the knowledge of the Credit Parties, the use of such Intellectual Property by the Credit Parties or any of their Subsidiaries does not infringe on the rights of any Person, except for such
claims and infringements that in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 
 3.17      Ownership of Property; Liens. 
     (a)        Except as set forth on Schedule 3.17(a), (i) each Borrower and each Restricted Subsidiary has good and marketable fee simple title to or a valid
leasehold interest in all of its real property and good title to, or a valid leasehold interest in, all of its other Property, as such Properties are reflected in the consolidated balance sheet of the Company and its Subsidiaries as of
September 30, 2007 and in the consolidated balance sheet of the Acquired Company and its Subsidiaries as of September 8, 2007, each referred to in Section 3.14 (other than Properties disposed of in the ordinary course of
business since such date or as otherwise permitted by the terms of this Credit Agreement), except where the failure to hold such title, leasehold interest or possession would not have a Material Adverse Effect, subject to no Lien or title defect of
any kind, except Liens permitted by Section 6.2 and (ii) each Borrower and each Restricted Subsidiary enjoys peaceful and undisturbed possession under all of their respective leases. 
  

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     (b)        As of the date of this Credit Agreement, the Property and assets owned by each Borrower and each Restricted Subsidiary are not subject to any Lien securing any
Indebtedness or other obligation in excess of U.S.$5,000,000 individually other than as described on Schedule 3.17(b). 
 3.18      Existing Indebtedness. 
 Schedule 3.18 sets forth a complete and correct list of all outstanding Indebtedness in excess of U.S.$5,000,000 (a) of the Company and its Subsidiaries (excluding the Acquired Company and its Subsidiaries) as of
December 31, 2007 and (b) of the Acquired Company and its Subsidiaries as of the Closing Date, in each case since which date there has been no material change in the amounts, interest rates, sinking funds, installment payments or
maturities of such Indebtedness. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or
condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds U.S.$5,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more
Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. 
 3.19      Solvency. 
 After
giving effect to the Transactions, (i) the assets of each Borrower and each Restricted Subsidiary at fair valuation and based on their present fair saleable value will exceed such Person’s debts, including contingent liabilities,
(ii) the remaining capital of each Borrower and each Restricted Subsidiary will not be unreasonably small to conduct such Person’s business, and (iii) no Borrower nor any Restricted Subsidiary will have incurred debts, or have
intended to incur debts, beyond such Person’s ability to pay such debts as they mature. For purposes of this Section 3.19, “debt” means any liability on a claim, and “claim” means (a) the right to payment,
whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (b) the right to an equitable remedy for breach of performance
if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. 
 3.20      Labor Matters. 
 The Borrowers and the Restricted Subsidiaries have experienced no strikes, labor disputes, slow downs or work stoppages due
to labor disagreements which are reasonably likely to have a Material Adverse Effect, and, to the best knowledge of the Responsible Officers of the Company, there are no such strikes, disputes, slow downs or work stoppages threatened against a
Borrower or any of its Restricted Subsidiaries which are reasonably likely to have a Material Adverse Effect. The hours worked and payment made to employees of each Borrower and each Restricted Subsidiary have not been in violation in any material
respect of (including any possible penalties under) the Fair Labor Standards Act or any other applicable law dealing with such matters, and all payments due from either Borrower and or any Restricted Subsidiary, or for which any claim may be made
against a Borrower or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as liabilities on the books of a Borrower and the Restricted Subsidiaries, in each case where
the failure to comply with such laws or to pay or accrue such liabilities is reasonably likely to have a Material Adverse Effect. 
  

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 3.21      Payment or Dividend
Restrictions. 
 Except as described on Schedule 3.21, neither Borrower nor any Restricted Subsidiary
is party to or subject to any agreement or understanding restricting or limiting its ability to pay dividends or make other distributions. 
 3.22      Accuracy and Completeness of Information. 
 Each written report, financial statement, certificate, or final schedule to the Agreement or any other Credit Document heretofore, contemporaneously or hereafter furnished by or on behalf of any Credit
Party or any of its Subsidiaries to the Agents, the Lead Arrangers or any Lender for purposes of or in connection with this Credit Agreement or any other Credit Document, or any transaction contemplated hereby or thereby, is or will be true and
accurate in all material respects and not incomplete by omitting to state any material fact necessary to make such information not misleading. There is no fact now known to the Company, any other Credit Party or any of their Subsidiaries which has,
or could reasonably be expected to have, a Material Adverse Effect which fact has not been set forth herein, in the financial statements of the Company and its Subsidiaries and the Acquired Company furnished to the Agents, the Lead Arrangers and/or
the Lenders, in the SCC Merger Agreement or in any certificate, opinion or other written statement made or furnished by any Credit Party to the Agents and/or the Lenders. 
 3.23      Compliance with Trading with the Enemy Act, OFAC Rules and Regulations, Patriot Act and FCPA. 
     (a)        Neither any Credit Party nor any
of its Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended.
Neither any Credit Party nor any or its Subsidiaries is in violation of (i) the Trading with the Enemy Act, as amended, (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating thereto (collectively, “OFAC”) or (iii) the Patriot Act. None of the Credit Parties (A) is a blocked person described in section 1 of the
Anti-Terrorism Order or (B) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person. 
     (b)        None of the Credit Parties or their Subsidiaries or their respective Affiliates is in violation of and
shall not violate any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time.

     (c)        None of the Credit
Parties or their Subsidiaries or their respective Affiliates (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than 15% of its assets located in Sanctioned Entities, or (iii) derives more than 15% of its operating
income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. The proceeds of any Loan will not be used and have not been used to fund any operations in, finance any investments or activities in or make any payments to,
a Sanctioned Person or a Sanctioned Entity. 
     (d)        Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any
foreign counterpart thereto. None of the Credit Parties or their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business
for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political

  

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party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to
such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.  
 3.24      Use of Proceeds. 
 The Extensions of Credit will be used solely (a) to finance the SCC Acquisition, (b) to repay certain existing Indebtedness of the Company, the Acquired Company and their respective Subsidiaries
in connection with the SCC Acquisition, (c) to pay fees and expenses incurred in connection with the Transactions and (d) to provide for working capital and general corporate requirements of the Borrowers and their Subsidiaries, including
Permitted Acquisitions. 
 3.25      Consummation of Acquisition;
Representations and Warranties from Other Documents. 
 The SCC Acquisition and related transactions have
been consummated substantially in accordance with the terms of the SCC Acquisition Documents. As of the Closing Date, the SCC Acquisition Documents have not been materially altered, amended or otherwise modified or supplemented or any condition
thereof waived unless approved by the Lead Arrangers (such approval not to be unreasonably withheld, conditioned or delayed), other than any such waivers, modifications or consents as are not materially adverse to the interests of the Lenders. Each
of the representations and warranties made in the SCC Acquisition Documents by the Company and the Subsidiaries of the Company party thereto is true and correct, except for any representation or warranty therein the failure of which to be true and
correct does not have or could not reasonably be expected to have a Material Adverse Effect. 
 3.26      Business Locations 
 Set forth on Schedule
3.26(a) is a list of all owned real Properties and all material leased real Properties (other than those acquired in the SCC Acquisition) located in the United States and Canada that are owned or leased by the Credit Parties as of the Closing
Date, with an indication as to which properties are owned and which are leased. Set forth on Schedule 3.26(b) is a list of all real Properties acquired by the Credit Parties in the SCC Acquisition, with an indication as to which properties
are owned and which are leased. As of the Closing Date, set forth on Schedule 3.26(c) is a list of all locations where any inventory of a Credit Party with a value in excess of $1,000,000 is held on consignment, held in a warehouse or held by
a bailee. Set forth on Schedule 3.26(d) is the chief executive office and jurisdiction of incorporation or formation of each Credit Party as of the Closing Date. 
 3.27      Security Documents. 
 The Security Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby. Except as set forth in the Security Documents, such security interests and Liens
are currently (or will be, upon the filing of appropriate financing statements and the recordation of the applicable Mortgage Instruments, in each case in favor of the applicable Agent, on behalf of the applicable Secured Parties) perfected security
interests and Liens, prior to all other Liens other than Permitted Liens. 
 3.28      Regulation H. 
 No Mortgaged Property is a Flood Hazard
Property. 
  

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 3.29      Investments. 
 All Investments of each of the Credit Parties and its Subsidiaries are permitted under Section 6.10. 

3.30      Classification of Senior Indebtedness. 
 The Credit Party Obligations constitute “Senior Indebtedness”, “Designated Senior Indebtedness” or any
similar designation under and as defined in any agreement governing any Subordinated Debt and the subordination provisions set forth in each such agreement are legally valid and enforceable against the parties thereto. 
 3.31      Brokers’ Fees. 
 Except for fees that have already been paid on or prior to the Closing Date, none of the Credit Parties or their Subsidiaries
has any obligation to any Person in respect of any finder’s, broker’s, investment banking or other similar fee in connection with any of the Transactions other than the closing and other fees payable pursuant to this Agreement and as set
forth in the Fee Letter. 
 3.32      Accounts. 
 Set forth on Schedule 3.32 is a complete and accurate list of all checking, savings or other accounts (including
securities accounts) of the Credit Parties at any bank or other financial institution, or any other account where money is or may be deposited or maintained with any Person as of the Closing Date or as of the last date such Schedule was updated in
accordance with the terms of Section 5.7(j), in each case containing Cash, Cash Equivalents, securities and other financial assets with a value greater than $500,000 for a five (5) consecutive day period during the preceding fiscal
quarter of the Company. 
 ARTICLE IV  
 CONDITIONS PRECEDENT 
 4.1        Conditions to Closing Date and Initial Revolving Loans and Term Loans. 
 This Credit Agreement shall become effective upon, and the obligation of each Lender to make the initial Revolving Loans and the Term Loans on the Closing Date is subject to, the satisfaction of the
following conditions precedent: 
     (a)        Execution of Credit Agreement and Credit Documents. Receipt by the Administrative Agent of (i) for the account of each U.S. Revolving Lender that makes a
request therefor, a U.S. Revolving Notes, (iii) for the account of each Canadian Revolving Lender that makes a request therefor, a Canadian Revolving Notes, (iv) for the account of each Term Loan A Lender that makes a request therefor, a
Term Loan A Note, (v) for the account of each Term Loan B Lender that makes a request therefor, a Term Loan B Note, (vi) for the account of the U.S. Swingline Lender, a U.S. Swingline Note, (vii) for the account of the Canadian
Swingline Lender, a Canadian Swingline Note and (viii) counterparts of the Security Documents to be executed on the Closing Date; in each case executed by a duly authorized officer of each party thereto and in each case conforming to the
requirements of this Credit Agreement. 
  

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     (b)        Legal Opinion. Receipt by the Administrative Agent of the following legal opinions of counsel to the Credit Parties, in form and substance reasonably
acceptable to the Administrative Agent: 
     (i)        a legal opinion of Rogers & Hardin, special counsel to the Credit Parties, providing customary opinions regarding the Investment Company Act of 1940, as
amended, no conflicts with/no creation of liens under material contracts, no conflicts with or consents under applicable Georgia law and perfection of security interests under applicable Georgia and Delaware law. 
     (ii)       a legal opinion of King &
Spalding LLP, special New York counsel to the Credit Parties, providing customary opinions regarding enforceability of the Credit Documents, no conflicts with New York law and creation of security interests; 
     (iii)      a legal opinion of the general counsel of
the Company, covering valid existence and good standing of the U.S. Credit Parties, due authorization, execution and delivery of the Credit Documents by the U.S. Credit Parties, no conflicts with Organizational Documents and no material litigation;

     (iv)      a legal opinion of Ogilvy
Renault LLP, Canadian counsel to the Canadian Credit Parties, covering the valid existence and good standing of the Canadian Credit Parties organized in Quebec, due authorization, execution and delivery of the Credit Documents by the Canadian Credit
Parties organized in Quebec, no conflicts with or consents under applicable Quebec and Canadian federal law and other customary matters with respect to the Canadian Security Documents; and 
     (v)       a legal opinion of McInnes Cooper,
special Nova Scotia counsel to the Canadian Credit Parties, covering the valid existence and good standing of the Canadian Credit Parties organized in Nova Scotia, the due authorization, execution and delivery of the Credit Documents by such
Canadian Credit Parties organized in Nova Scotia, and no conflicts with or consents under applicable Nova Scotia and Canadian federal law. 
     (c)        Personal Property Collateral. The Collateral Agent shall have received, in form and substance reasonably satisfactory to
the Collateral Agent: 
     (i)        searches of Uniform Commercial Code filings in the jurisdiction of organization of each Credit Party, copies of the financing statements on file in such
jurisdictions and evidence that no Liens exist other than Permitted Liens 
     (ii)       searches of PPSA filings or the equivalent thereof in the provinces of Ontario and Quebec, Canada, copies of the financing statements on file in such jurisdictions and
evidence that no Liens exist other than Permitted Liens; 
     (iii)      UCC and PPSA financing statements or the equivalent thereof for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect
the applicable Agent’s security interest in the Collateral; 
     (iv)      searches of ownership of, and Liens on, Intellectual Property of each Credit Party in the appropriate governmental offices in the United States and Canada; 
  

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     (v)       duly executed notices of grant of security interest with the United States Patent and Trademark Office and the United States Copyright Office of the grant of security
interests in Patents, Trademarks and/or Copyrights constituting U.S. Collateral, each in the form required by the U.S. Security Agreement (Non-Shared Collateral) and as are necessary, in the discretion of the Collateral Agent, as applicable, to
perfect the Collateral Agent’s security interest in such U.S. Collateral; and 
     (vi)      stock or membership certificates, if any, evidencing the Capital Stock pledged to the Collateral Agent pursuant to the Pledge Agreement and duly executed in blank undated stock
or transfer powers. 
     (d)        Corporate Documents. Receipt by the Administrative Agent of the following (or their equivalent), each (other than with respect to clause (iv)) certified by
the secretary or assistant secretary of the applicable Credit Party as of the Closing Date to be true and correct and in force and effect pursuant to a certificate in a form reasonably satisfactory to the Administrative Agent: 
     (i)        Articles of Incorporation.
Copies of the articles of incorporation or charter documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state of its organization. 
     (ii)       Resolutions. Copies of
resolutions of the board of directors or comparable managing body of each Credit Party approving and adopting the respective Credit Documents, the transactions contemplated therein and authorizing execution and delivery thereof. 
     (iii)      Bylaws. Copies of the bylaws,
operating agreement or partnership agreement of each Credit Party. 
     (iv)      Good Standing. Copies, where applicable, of certificates of good standing, existence or its equivalent of each Credit Party in its state or province of organization,
certified as of a recent date by the appropriate Governmental Authorities of the applicable state or province of organization. 
     (e)        Officer’s Certificate. Receipt by the Administrative Agent of a certificate, in form and substance reasonably
satisfactory to it, of a Responsible Officer certifying that (i) after giving effect to each of the Transactions, the Credit Parties taken as a whole are solvent as of the Closing Date and (ii) the ratio of Total Funded Debt minus Deferred
Cash as of the Closing Date to pro forma EBITDA for the four quarter period most recently ended prior to the Closing Date for which pro forma financial statements referenced in Section 3.14(a)(iv) have been delivered is not greater than
4.35:1.00 
     (f)        Account Designation Letter. Receipt by the Administrative Agent of an executed counterpart of the Account Designation Letter. 
     (g)        Financial Information.
Receipt by the Administrative Agent of the financial information described Section 3.14(a). 
     (h)        Flow of Funds. Receipt by the Administrative Agent of a sources and uses table and payment instructions with respect to each wire transfer to be made by the
Administrative Agent on behalf of the Lenders or the Borrowers on the Closing Date setting forth the amount of

  

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such transfer, the purpose of such transfer, the name and number of the account to which such transfer is to be made, the name and ABA number of the bank or other financial institution where such
account is located and the name and telephone number of an individual that can be contacted to confirm receipt of such transfer. 
     (i)        Repayment of Existing Indebtedness. The Administrative Agent shall have received evidence, in form and substance
satisfactory to the Administrative Agent, that all principal, interest and other amounts outstanding in connection with existing Indebtedness of the Credit Parties (other than existing Indebtedness permitted pursuant to Section 6.3) have
been or concurrently with the Closing Date are being repaid in full and terminated and all Liens relating thereto shall have been terminated and released (or arrangements reasonably satisfactory to the Administrative Agent shall have been made).

     (j)        No Material
Adverse Change. Since September 8, 2007, there shall not have occurred any event or occurrence that has or is reasonably likely to have a material adverse effect on the results of operations, financial condition, assets, properties, rights
or liabilities (including contingent liabilities) of the Company and its Subsidiaries (after giving effect to the SCC Acquisition) taken as a whole, or likely to prevent or materially delay the consummation of the SCC Acquisition, other than
changes, events, occurrences or effects arising out of, resulting from or attributable to (i) changes or conditions generally affecting the industries or segments in which the Company, the Acquired Company and their Subsidiaries operate,
including, but not limited to, changes in recycled container board pricing and/or liner board pricing, that do not disproportionately affect the Company, the Acquired Company and their Subsidiaries relative to other persons (A) who operate
exclusively in the recycled containerboard manufacturing segment or (B) who operate in industries in which the Company and its Subsidiaries conduct business (prior to giving effect to the SCC Acquisition), (ii) changes in general economic
or political conditions or changes in debt or equity financial markets, (iii) changes in law or applicable accounting regulations or principles or interpretations thereof that do not disproportionately affect the Company, the Acquired Company
and their Subsidiaries relative to other persons in the industries in which the Company, the Acquired Company and their Subsidiaries conduct business, (iv) any action taken by the Acquired Company or any of its Subsidiaries with the consent of
the Company or in compliance with the terms of, or the taking of any action required by, the Merger Agreement, (v) any outbreak or escalation of hostilities or war or any act of terrorism, other than those causing material physical damage to
the assets, properties and rights of the Company and its Subsidiaries (after giving effect to the SCC Acquisition), (vi) any failure, in and of itself, by the Acquired Company to meet revenue or earnings projections (it being understood that
the underlying reasons for such failure can be taken into account in determining whether a material adverse change has occurred), (vii) the announcement or pendency of the Merger Agreement and the transaction contemplated thereby or
(viii) with respect to any event or occurrence affecting only the Acquired Company and its Subsidiaries, any act or omission of either the Company or its Subsidiaries (prior to giving effect to the SCC Acquisition) giving rise to such event or
occurrence (collectively, a “Material Adverse Change”). 
     (k)        Fees. Receipt by the Agents and the Lenders of all fees, if any, then owing pursuant to the Fee Letters, Section 2.12 or pursuant to any other
Credit Document. 
     (l)        Consumation of Acquisition; SCC Acquisition Documents. Contemporaneously with the initial Extensions of Credit hereunder, the SCC Acquisition shall have been
consummated in accordance with the terms and conditions of the Merger Agreement without waiver or modification of any provision thereof or consent required thereunder unless approved by the Lead Arrangers (such approval not to be unreasonably
withheld, conditioned or delayed), other than any such waivers,

  

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modifications or consents as are not materially adverse to the interests of the Lenders. The Administrative Agent shall have received a copy, certified by an officer of the Company as true and
complete, of each SCC Acquisition Document as originally executed and delivered, together with all exhibits and schedules thereto. 
     (m)        2016 Senior Notes. The issuance by the Company of at least U.S.$200,000,000 of the 2016 Senior Notes on terms reasonably
satisfactory to the Lead Arrangers. 
     (n)        Patriot Act Certificate. The Administrative Agent shall have received a certificate satisfactory thereto, substantially in the form of Schedule 4.1-1,
for the benefit of itself and the Lenders; provided by the Company that sets forth information required by the Patriot Act including, without limitation, the identity of the Credit Parties, the name and address of the Credit Parties and other
information that will allow the Administrative Agent or any Lender, as applicable, to identify the Credit Parties in accordance with the Patriot Act. 
     (o)        Representations and Warranties. (i) With respect to the Acquired Company and its Subsidiaries,
(A) the representations and warranties made by the Acquired Company in the Merger Agreement and (B) the Specified Representations (defined below), shall in each case be true and correct in all material respects (except (1) to the
extent that any such representation or warranty is qualified by materiality, in which case such representation and warranty shall be true and correct and (2) with respect to those representations and warranties applicable to the Acquired
Company and its Subsidiaries and described in the foregoing clause (i)(A), for such exceptions as have not had, and would not reasonably be expected to have, a Material Adverse Effect (as defined in the Merger Agreement) on the Acquired Company) and
(ii) with respect to the Company and its Subsidiaries (prior to giving effect to the SCC Acquisition) (A) the Specified Representations and (B) all other representations and warranties set forth in Article III and in the other
Credit Documents, shall in each case be true and correct in all material respects (except (1) to the extent that any such representation or warranty is qualified by materiality, in which case such representation and warranty shall be true and
correct and (2) with respect to those representations and warranties applicable to the Company and its Subsidiaries and described in the foregoing clause (ii)(B), for such exceptions as have not had, and would not reasonably be expected to
have, a Material Adverse Change). For the purposes hereof, “Specified Representations” means the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.6 and 3.7. 
 4.2        Conditions to Subsequent Extensions of Credit. 
 The obligation of each Lender to make any Extension of Credit hereunder (other than the initial Extensions of Credit
hereunder on the Closing Date) is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit: 
     (a)        Representations and Warranties. The representations and warranties made by the Credit Parties herein
or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct on and as of the date of such Extension of Credit as if made on and as of such
date (except for those which expressly relate to an earlier date). 
     (b)        No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of
Credit to be made on such date. 
  

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     (c)        Compliance with Commitments. Immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof),
(i) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Aggregate Revolving Committed Amount, (ii) the
aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations shall not exceed the U.S. Revolving Committed Amount, (iii) the LOC Obligations shall not exceed the LOC Committed Amount,
(iv) the U.S. Swingline Loans shall not exceed the U.S. Swingline Committed Amount, (v) the Canadian Swingline Loans shall not exceed the Canadian Swingline Committed Amount and (vi) the aggregate principal Dollar Amount (determined
as of the most recent Determination Date) of outstanding Canadian Revolving Loans plus Canadian Swingline Loans shall not exceed the Canadian Revolving Commitment Amount. 
     (d)        Additional Conditions to U.S.
Revolving Loans. If a U.S. Revolving Loan is requested, all conditions set forth in Section 2.1 shall have been satisfied. 
     (e)        Additional Conditions to Canadian Revolving Loans. If a Canadian Revolving Loan is requested, all conditions set forth in
Section 2.2 shall have been satisfied. 
     (f)        Additional Conditions to U.S. Swingline Loans. If a U.S. Swingline Loan is requested, all conditions set forth in Section 2.5 shall have been
satisfied. 
     (g)        Additional Conditions to Canadian Swingline Loans. If a Canadian Swingline Loan is requested, all conditions set forth in Section 2.6 shall have
been satisfied. 
     (h)        Additional Conditions to Letters of Credit. If the issuance of a Letter of Credit is requested, all conditions set fort in Section 2.7 shall have
been satisfied. 
 Other than the initial Extensions of Credit hereunder on the Closing Date, each request for
an Extension of Credit (including extensions and conversions) and each acceptance by a Borrower of an Extension of Credit (including extensions and conversions) shall be deemed to constitute a representation and warranty by the Credit Parties as of
the date of such Loan that the conditions in subsections (a) through (h) of this Section have been satisfied. 
 ARTICLE V  
 AFFIRMATIVE COVENANTS 
 The Credit Parties covenant and agree that on the Closing Date, and so long as this Credit Agreement is in effect and until
the Commitments have been terminated, no Loans remain outstanding and all amounts owing hereunder or under any other Credit Document or in connection herewith or therewith have been paid in full, the Credit Parties shall: 
 5.1        Corporate Existence, Etc. 
 Preserve and maintain, and cause each of the Restricted Subsidiaries to preserve and maintain, its corporate existence
(except as otherwise permitted pursuant to Section 6.4), its material rights, franchises, licenses, permits, consents, approvals and contracts, and its material trade names, service marks and other Intellectual Property (for the
scheduled duration thereof), necessary or desirable in the normal conduct of its business, and its qualification to do business as a foreign corporation in all jurisdictions where it

  

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conducts business or other activities making such qualification necessary, where the failure to be so qualified is reasonably likely to have a Material Adverse Effect. 
 5.2        Compliance with Laws, Etc. 
 Comply, and cause each of the Restricted Subsidiaries to comply with all Requirements of Law (including, without limitation,
all Environmental Laws, ERISA, the Trading with the Enemy Act, OFAC and the Patriot Act, each as amended) and Contractual Obligations applicable to or binding on any of them where the failure to comply with such Requirements of Law and Contractual
Obligations is reasonably likely to have a Material Adverse Effect. 
 5.3        Payment of Taxes and Claims. 
 File and cause
each Restricted Subsidiary to file all Federal, state, local and foreign tax returns that are required to be filed by each of them and pay or make provision for the payment of all income taxes and all other material taxes that have become due
pursuant to such returns or pursuant to any assessment in respect thereof received by a Borrower or any Restricted Subsidiary, and each Borrower and each Restricted Subsidiary will pay or cause to be paid all other material taxes, assessments, fees
and other governmental charges and levies which, to the knowledge of the Responsible Officers of a Borrower or any Restricted Subsidiary, are due and payable before the same become delinquent, except only such taxes and assessments as are being
contested in good faith by appropriate and timely proceedings and as to which adequate reserves have been established in accordance with GAAP. 
 5.4        Keeping of Books. 
 Keep, and cause each of the Restricted Subsidiaries to keep, proper books of record and account, containing complete and accurate entries of all their respective financial and business transactions.

 5.5        Visitation, Inspection, Etc. 
 Permit, and cause each of its Restricted Subsidiaries to permit, any representative of an Agent or any Lender, at such
Agent’s or such Lender’s expense, to visit and inspect any of its property, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with its officers, all at such
reasonable times and as often as such Agent or such Lender may reasonably request after reasonable prior notice to the Company; provided, however, that at any time following the occurrence and during the continuance of a Default or an
Event of Default, no prior notice to Company shall be required, and any such inspection shall be at the expense of the Company. 
 5.6        Insurance; Maintenance of Properties. 
     (a)        Maintain or cause to be maintained with financially sound and reputable insurers, insurance with respect to
its properties and business (including business interruption insurance), and the properties and business of the Restricted Subsidiaries, against loss or damage of the kinds customarily insured against by reputable companies in the same or similar
businesses, such insurance to be of such types and in such amounts and subject to such deductibles and self-insurance programs as the Company in its judgment deems reasonable; provided, however, that in any event Borrowers shall use
their best efforts to maintain, or cause to be maintained, insurance in amounts and with coverages not materially less favorable to the Borrowers or any of the Restricted Subsidiaries as in effect on the date of this Credit Agreement, except where
the costs of maintaining such insurance would, in the judgment of the Company, be excessive. The Collateral Agent, in the case of U.S. Collateral, and the Canadian Agent, in the case of Canadian

  

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Collateral, shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing coverage in respect of any such
Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent and the Canadian Agent, that it will give the applicable Agent
thirty (30) days prior written notice before any such policy or policies shall be altered or canceled. 
     (b)        Cause, and cause each Restricted Subsidiaries to cause, all properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, settlements and improvements thereof, all as in the judgment of
Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 5.6 shall prevent a Credit Party
from discontinuing the operation or maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of either Borrower or any of the Restricted Subsidiaries.

     (c)        Cause a summary,
set forth in format and detail reasonably acceptable to the Administrative Agent, of the types and amounts of insurance (property and liability) maintained by the Borrowers and the Restricted Subsidiaries to be delivered to the Administrative Agent
on or before thirty (30) days after the Closing Date. 
 5.7        Financial Reports; Other Notices. 
 Furnish
to the Agents and each Lender: 
     (a)        after the end of each of the first three quarterly accounting periods of each of its fiscal years, as soon as prepared, but in any event at the same time it files or
is required to file the same with the SEC, the quarterly unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income and cash flows
(together with all footnotes thereto) of the Company and its Subsidiaries for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the
corresponding portion of Borrower’s previous fiscal year, accompanied by a certificate, dated the date of furnishing, signed by a Responsible Officer of the Company to the effect that such financial statements accurately present in all material
respects the consolidated financial condition of the Company and its Subsidiaries and that such financial statements have been prepared in accordance with GAAP consistently applied (subject to year end adjustments); provided, however,
during any period that the Company has consolidated Subsidiaries which are not Consolidated Companies, the Company shall also provide such financial information in a form sufficient to enable the Agents and the Lenders to determine the compliance of
the Borrowers with the terms of this Credit Agreement with respect to the Consolidated Companies; 
     (b)        after the end of each of its fiscal years, as soon as prepared, but in any event at the same time it files or is required to file the same with the SEC, the annual
audited report for that fiscal year for the Company and its Subsidiaries, containing a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and the related consolidated statements of income,
stockholders’ equity and cash flows (together with all footnotes thereto) of the Company and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year (which financial
statements shall be reported on by the Company’s independent certified public accountants, such report to state that such financial

  

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statements fairly present in all material respects the consolidated financial condition and results of operation of the Company and its Subsidiaries in accordance with GAAP, and which shall not
be subject to any “going concern” or like qualification, exception, assumption or explanatory language or any qualification, exception, assumption or explanatory language as to the scope of such audit); provided, however,
during any period that the Company has consolidated Subsidiaries which are not Consolidated Companies, the Company shall also provide such financial information in a form sufficient to enable the Agents and the Lenders to determine the compliance of
the Borrowers with the terms of this Credit Agreement with respect to the Consolidated Companies; 
     (c)        concurrently with the delivery of the financial statements described in Section 5.7(a) and (b) above, a certificate of a Responsible Officer
substantially in the form of Schedule 5.7(c) stating that, to the best of such Responsible Officer’s knowledge, each of the Credit Parties during such period observed or performed in all material respects all of its covenants and other
agreements, and satisfied in all material respects every condition, contained in this Credit Agreement to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default
except as specified in such certificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 6.1 as of the last day of such period and that the financial information
provided has been prepared in accordance with GAAP applied consistently for the periods related thereto; 
     (d)        promptly upon the filing thereof or otherwise becoming available, copies of all financial statements, annual, quarterly and
special reports, proxy statements and notices sent or made available generally by the Company to its public security holders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by any of them with any
securities exchange or with the SEC, and of all press releases and other statements made available generally to the public containing material developments in the business or financial condition of the Borrowers and the Restricted Subsidiaries;

     (e)        promptly upon
receipt thereof, copies of all financial statements of, and all reports submitted by, independent public accountants to the Company in connection with each annual, interim, or special audit of the Company’s financial statements, including,
without limitation, the comment letter submitted by such accountants to management in connection with their annual audit; 
     (f)        as soon possible and in any event within thirty (30) days after a Borrower or any Restricted Subsidiary knows or has reason
to know that any “Reportable Event” (as defined in Section 4043(b) of ERISA) with respect to any Plan has occurred (other than such a Reportable Event for which the PBGC has waived the 30-day notice requirement under
Section 4043(a) of ERISA) and such Reportable Event involves a matter that has had, or is reasonably likely to have, a Material Adverse Effect, a statement of a Responsible Officer of such Borrower or such Restricted Subsidiary setting forth
details as to such Reportable Event and the action which such Borrower or such Restricted Subsidiary proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is
available to such Borrower or such Restricted Subsidiary; 
     (g)        within forty–five (45) days following the end of each fiscal year of the Company, beginning with the fiscal year ending September 30, 2008 an annual
business plan and budget of the Company and its Subsidiaries containing, among other things, pro forma financial statements for the next fiscal year; 
  

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     (h)       prompt written notice of the occurrence of any Default or Event of Default; 
     (i)        prompt written notice of the occurrence of any Material Adverse Effect; 
     (j)        concurrently with the delivery of
the financial statements described in Section 5.7(a) and (b) above, (i) an updated copy of Schedule 3.9 if the Borrowers and the Restricted Subsidiaries have altered or acquired any insurance policies since the
Closing Date or since such Schedule was last updated, as applicable, (ii) an updated copy of Schedule 3.13 if the Borrowers or any of their Restricted Subsidiaries have formed or acquired a new Subsidiary or Joint Venture, or has
designated a Subsidiary as a new Unrestricted Subsidiary, since the Closing Date or since such Schedule was last updated, (iii) an updated copy of Schedule 3.15 if the Borrowers or any of their Restricted Subsidiaries have established a
new Plan since the Closing Date or since such Schedule was last updated, (iv) an updated copy of Schedule 3.16 if the Borrowers or any of their Restricted Subsidiaries have acquired or created any new Intellectual Property since the
Closing Date or since such Schedule was last updated and (v) an updated copy of Schedule 3.32 if the Borrowers or any of their Restricted Subsidiaries have established a new checking, savings or other account (including a securities
account) since the Closing Date or since such Schedule was last updated; 
     (k)       a copy of any material notice to the holders of (or any trustee with respect to) the 2011 Senior Notes, the 2013 Senior Notes or the 2016 Senior Notes; and 
     (l)        with reasonable promptness, such
other information relating to each Borrower’s performance of this Credit Agreement or its financial condition as may reasonably be requested from time to time by the Administrative Agent (at the request of the Canadian Agent or any Lender).

 The Credit Parties will cooperate with the Administrative Agent in connection with the publication of certain
materials and/or information provided by or on behalf of the Credit Parties to the Administrative Agent and Lenders (collectively, “Information Materials”) pursuant to this Article V and will designate Information Materials
(i) that are either available to the public or not material with respect to the Credit Parties and their Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public
Information” and (ii) that are not Public Information as “Private Information”. 
 5.8        Notices Under Certain Other Indebtedness. 
 Promptly following its receipt thereof, the Company shall furnish the Agents a copy of any notice received by it, the Canadian Borrower or any of the Restricted Subsidiaries from the holder(s) of Indebtedness (or from any trustee, agent,
attorney, or other party acting on behalf of such holder(s)) in an amount which, in the aggregate, exceeds U.S.$10,000,000, where such notice states or claims the existence or occurrence of any default or event of default with respect to such
Indebtedness under the terms of any indenture, loan or credit agreement, debenture, note, or other document evidencing or governing such Indebtedness. 
 5.9        Notice of Litigation. 
 Notify the Administrative Agent of any actions, suits or proceedings instituted by any Person against a Borrower or any Restricted Subsidiary where the uninsured portion of the money damages sought (which
shall include any deductible amount to be paid by such Borrower or such Restricted

  

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Subsidiary) is in excess of U.S.$10,000,000 or which is reasonably likely to have a Material Adverse Effect. Said notice is to be given promptly, and is to specify the amount of damages being
claimed or other relief being sought, the nature of the claim, the Person instituting the action, suit or proceeding, and any other significant features of the claim. 
 5.10        Additional Guarantors. 
     (a)        Each of the Credit Parties shall cause (i) each of its Restricted Subsidiaries that is a Domestic
Subsidiary (other than an Inactive Subsidiary) and not existing as of the Closing Date, (ii) each of its Permitted Joint Ventures that becomes a Wholly-Owned Subsidiary of a Credit Party, (iii) each of its Inactive Subsidiaries that no
longer qualifies as an Inactive Subsidiary and (iv) upon the repayment of the Solvay Bonds and any refinancing thereof permitted by Section 6.3(c) that prohibits Solvay LCC from becoming a U.S. Guarantor hereunder, Solvay LLC, to
promptly become a U.S. Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days of the creation or acquisition of any such Restricted Subsidiary by a Credit Party, such Permitted Joint Venture
becoming a Wholly-Owned Subsidiary of a Credit Party or the repayment of the Solvay Bonds (or such other Indebtedness of Solvay LLC), as applicable; provided, however, that in the case of any such Restricted Subsidiary which holds no
assets and is formed solely to effectuate a Permitted Acquisition, the thirty (30) day period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted
Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall be accompanied by such other documents as the Agents may reasonably request (including, without limitation, certificates of incorporation, articles of
incorporation and bylaws, membership operating agreements, good standing certificates, opinion letters and appropriate resolutions of the Board of Directors of any such Guarantor). 
     (b)        Each of the Credit Parties shall
cause (i) each of its Restricted Subsidiaries incorporated under the laws of Canada or a province thereof (other than an Inactive Subsidiary) and not existing as of the Closing Date, (ii) each of its Permitted Joint Ventures incorporated
under the laws of Canada that becomes a Wholly-Owned Subsidiary of a Credit Party and (iii) each of its Inactive Subsidiaries that no longer qualifies as an Inactive Subsidiary, to promptly become a Canadian Guarantor hereunder by promptly
executing and delivering a Joinder Agreement, within thirty (30) days of the creation or acquisition of any such Restricted Subsidiary by a Credit Party or other Restricted Subsidiary of a Credit Party or such Permitted Joint Venture becoming a
Wholly-Owned Subsidiary of a Credit Party; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the thirty (30) day period
referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall
be accompanied by such other documents as the Canadian Agent may reasonably request (including, without limitation, certificates of incorporation, articles of incorporation and bylaws, membership operating agreements, opinion letters and appropriate
resolutions of the Board of Directors of any such Guarantor). 
     (c)        In the event that a Borrower or any Restricted Subsidiary sells any Guarantor in a transaction permitted by Section 6.4, or in the event the Company
designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Credit Agreement, then such Guarantor shall be released from all obligations under this Credit Agreement. Such release shall occur upon the
consummation of the sale or designation of any Restricted Subsidiary as an Unrestricted Subsidiary, as the case may be, and the Administrative Agent shall execute and

  

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deliver any releases or other documents reasonably requested by the Company to effectuate such release. 
 5.11        Pledged Assets. 
     (a)        Each U.S. Credit Party will (i) cause all of its Property that constitutes Collateral to be subject at
all times to first priority, perfected Liens in favor of the Collateral Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the U.S. Security Documents or, with respect to any such Property acquired subsequent to the
Closing Date, such other additional security documents as the Collateral Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Collateral Agent may reasonably request in
connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to
such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Collateral Agent’s Liens thereunder), Deposit Account Control
Agreements, Securities Account Control Agreements and other items of the types required to be delivered pursuant to Sections 4.1(c) and Section 5.12(b) and (c), all in form, content and scope reasonably satisfactory to the
Collateral Agent. Without limiting the foregoing, each U.S. Credit Party will cause 100% of the Capital Stock of each of its direct or indirect Domestic Subsidiaries (unless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 65% (to the
extent the pledge of a greater percentage would be unlawful or would cause any materially adverse tax consequences to any U.S. Credit Party) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries,
in each case to the extent owned by such Credit Party and to the extent not prohibited by the organizational documents of any such Subsidiary that is a Joint Venture, to be subject at all times to a first priority, perfected Lien in favor of the
Collateral Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the U.S. Security Documents or such other security documents as the Collateral Agent shall reasonably request. 
     (b)        Each Canadian Credit Party will
(i) cause all of its Property that constitutes Collateral to be subject at all times to first priority, perfected Liens in favor of the Canadian Agent to secure the Canadian Obligations pursuant to the terms and conditions of the Canadian
Security Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Canadian Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver
such other documentation as the Canadian Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate PPSA financing statements, landlord’s waivers, certified resolutions and other organizational and
authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the
Canadian Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 4.1(c) and Section 5.12(b), all in form, content and scope reasonably satisfactory to the Canadian Agent.

     (c)        If any Principal
Property ceases to be a Principal Property in accordance with the terms of the 1995 Senior Note Indenture, the Credit Parties shall promptly notify the Collateral Agent thereof and shall execute such modification to the Mortgage Instrument with
respect to such Principal Property, and take such other actions as reasonably required by the Collateral Agent (including, without limitation, delivery of an endorsement to the Mortgage Policy with respect to such Principal Property and a legal
opinion from local counsel in the State of such

  

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Principal Property), in order to ensure that such Principal Property no longer secures the obligations of the Company under the 2011 Senior Notes and the 2013 Senior Notes. 
 5.12        Further Assurances; Post-Closing Covenants. 
     (a)        Further Assurances. Upon
the reasonable request of any Agent, the Credit Parties shall promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents for filing under the provisions of the Uniform Commercial Code, PPSA
or any other Requirement of Law which are necessary or advisable to maintain in favor of the Collateral Agent or Canadian Agent, as applicable, for the benefit of the applicable Secured Parties, Liens on the Collateral that are duly perfected in
accordance with the requirements of, or the obligations of the Credit Parties under, the Credit Documents and all applicable Requirements of Law (including, without limitation, any additional Security Documents as may be required to create and
perfect the Canadian Lenders Liens in Collateral owned by a Canadian Credit Party organized or having assets in the province of Quebec, and customary legal opinions covering the creation and perfection of security interests under applicable Quebec
law). 
     (b)        Perfection
of Certain Collateral. Within thirty (30) days after the Closing Date (or such extended period of time as agreed to by the Collateral Agent), to the extent not delivered on or prior to the Closing Date, the Credit Parties shall deliver to
the Collateral Agent or the Canadian Agent, as applicable, the following items: 
     (i)        duly executed consents as are necessary, in the Agents’ reasonable discretion, to perfect the Collateral Agent’s and the Canadian Agent’s security
interest in the U.S. Collateral and the Canadian Collateral, respectively; 
     (ii)       in the case of any personal property Collateral with a value equal to or greater than U.S.$1,000,000 located at premises leased by a Credit Party, such estoppel letters,
consents and waivers from the landlords on such real Property as may be obtained by the Credit Parties using commercially reasonable efforts; provided that the failure to provide such letters, consents and waivers shall not constitute a
Default hereunder; 
     (iii)      all
instruments and chattel paper with a value equal to or greater than U.S.$500,000 (other than the Non-Negotiable Promissory Note, dated January 27, 2006, from Markson Rosenthal & Company, Inc. in favor of Rock-Tenn Converting Company in
the principal amount of $3,050,286) in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent’s security interest in such Collateral; and 

    (iv)      Deposit Account Control Agreements and
Securities Account Control Agreements satisfactory to the Collateral Agent with respect to each deposit account and securities account of the U.S. Credit Parties, except for any such account that is excluded from such requirement pursuant to the
terms of Section 6.20. 
     (c)        Real Property Collateral. Within ninety (90) days after the Closing Date (or such extended period of time as agreed to by the Collateral Agent), to the
extent not delivered on or prior to the Closing Date, the Credit Parties shall deliver to the Collateral Agent the following items: 
  

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     (i)        fully executed and notarized Mortgage Instruments encumbering the fee interest and/or leasehold interest of any Credit Party in each of the Mortgaged Properties set
forth on Schedule 5.12-1; 
     (ii)       in the case of each leasehold Mortgaged Property, (A) such estoppel letters, consents and waivers from the landlords on such Mortgaged Property as may be obtained by
the Credit Parties using commercially reasonable efforts, which estoppel letters shall be in the form and substance reasonably satisfactory to the Collateral Agent and (B) evidence that the applicable lease, a memorandum of lease with respect
thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Collateral Agent, has been or will be recorded in all places to the extent necessary to enable the Mortgage Instrument encumbering such leasehold interest
to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Collateral Agent (or such other Person as may be required or desired under local law) for the benefit of
applicable Secured Parties; 
     (iii)      a title report in respect of each of the Mortgaged Properties set forth on Schedule 5.12-1; 
     (iv)       Mortgage Policies assuring the
Collateral Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property set forth on Schedule 5.12-1, free and clear of all defects and encumbrances except
Permitted Liens and standard exceptions and exclusions from coverage (as modified by the terms of any endorsements), which Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and shall include
such endorsements as are reasonably requested by the Collateral Agent; 
     (v)        evidence as to (A) whether any Mortgaged Property set forth on Schedule 5.12-1 is in an area designated by the Federal Emergency Management Agency as
having special flood or mud slide hazards (a “Flood Hazard Property”) and (B) if any such Mortgaged Property is a Flood Hazard Property, (1) the applicable Credit Party’s written acknowledgment of receipt of written
notification from the Collateral Agent (x) as to the fact that such Mortgaged Property is a Flood Hazard Property and (y) as to whether the community in which each such Flood Hazard Property is located is participating in the National
Flood Insurance Program and (2) copies of insurance policies or certificates of insurance of the Credit Parties evidencing flood insurance reasonably satisfactory to the Collateral Agent and naming the Collateral Agent as sole loss payee on
behalf of the Secured Parties; 
     (vi)       a legal opinion of special local counsel for the Credit Parties for each state in which any Mortgaged Property set forth on Schedule 5.12-1 is located; 

    (vii)      maps or plats of an as-built survey of
each owned Mortgaged Property certified to the Collateral Agent and the Title Insurance Company issuing the policies referred to in Section 5.12-2 in a manner reasonably satisfactory to each of the Collateral Agent and the Title
Insurance Company, dated a date reasonably satisfactory to each of the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be in
form and content reasonably satisfactory to the Collateral Agent and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the

  

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American Congress on Surveying and Mapping in 1997 with all items from Table A thereof completed, except for Nos. 5 and 12; 
     (viii)     satisfactory third-party environmental reviews
of all owned Mortgaged Properties set forth on Schedule 5.12-2 and, to the extent requested by the Collateral Agent and permitted by the applicable lease or landlord, all leased Mortgaged Properties set forth on Schedule 5.12-2,
including, but not limited to, Phase I environmental assessments; 
     (ix)       to the extent available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties set forth on
Schedule 5.12-2 are located; and 
     (x)        an appraisal or other valuation of each owned Mortgaged Property set forth on Schedule 5.12-2, in form and substance satisfactory to the Collateral Agent.

     (d)        Demopolis and
Tennessee IDB Leasehold Parcels. In the event that, for any reason, the applicable Credit Party that is the then owner of the Demopolis IDB Bonds or the Tennessee IDB Bonds or any other Credit Party takes fee simple title to the real Property
covered by the Demopolis IDB Leasehold Parcel or the Tennessee IDB Leasehold Parcel, within thirty (30) days after the applicable Credit Party takes fee simple title to such real Property (or such extended period of time as agreed to by the
Collateral Agent), the Credit Parties shall cause the applicable Credit Party to deliver to the Collateral Agent a Mortgage Instrument encumbering the fee interest of such Credit Party in such real Property and the other items required by
Section 5.12(c). 
     (e)        Liability and Casualty Insurance. Within ten (10) days after the Closing Date (or such extended period of time as agreed to by the Agents), to the extent
not delivered on or prior to the Closing Date, the Credit Parties shall deliver to the Agents copies of insurance policies or certificates of insurance evidencing liability, casualty and business interruption insurance meeting the requirements set
forth herein and in the Security Documents. The Collateral Agent, in the case of the U.S. Collateral, and the Canadian Agent, in the case of the Canadian Collateral, shall be named as lender loss payee or mortgagee and additional insured on all such
insurance policies for the benefit of the applicable Secured Parties. 
     (f)        Receivables. Within thirty (30) days after the satisfaction in full and termination of all Permitted Securitization Transactions and so long as no
Permitted Securitization Transaction is outstanding, the Credit Parties shall (i) cause each Permitted Securitization Subsidiary to become a Guarantor hereunder, (ii) grant to the Collateral Agent a Lien on all receivables of the Credit
Parties and (iii) execute and/or deliver such documents, instruments and opinions of counsel as the Administrative Agent or the Collateral Agent may reasonably request in connection with the foregoing. 
 5.13        Use of Proceeds. 
 Use the Loans solely for the purposes provided in Section 3.24. 
  

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 ARTICLE VI  
 NEGATIVE COVENANTS 
 The Credit
Parties covenant and agree that on the Closing Date, and so long as this Credit Agreement is in effect and until the Commitments have been terminated, no Loans remain outstanding and all amounts owing hereunder or under any other Credit Document or
in connection herewith or therewith have been paid in full: 
 6.1        Financial Requirements. 
 The Borrowers will
not: 
     (a)        Consolidated Interest Coverage Ratio. Suffer or permit the Consolidated Interest Coverage Ratio as of the last day of each fiscal quarter ending during the
periods set forth below, as calculated for a period consisting of the four preceding fiscal quarters, to be less than the ratio set forth opposite such period: 
  

							
	 Period
	 	 Ratio
	 	 
	 April 1, 2008 through June 30, 2009
	 	 	 	2.70:1.00	 	 
	 July 1, 2009 through June 30, 2010
	 	 	 	3.00:1.00	 	 
	 July 1, 2010 through June 30, 2011
	 	 	 	3.25:1.00	 	 
	 July 1, 2011 through the Term Loan B Maturity
 Date

	 	 	 	3.50:1.00    	 	 

     (b)        Leverage Ratio. Permit the Leverage Ratio as of the last day of each fiscal quarter ending during the periods set forth below, as calculated for a period
consisting of the four preceding fiscal quarters, to exceed the ratio set forth opposite such period: 
  

							
	 Period
	 	 Ratio

	 April 1, 2008 through September 30, 2008
	 	 	 	5.00:1.00	 	 
	 October 1, 2008 through June 30, 2009
	 	 	 	4.75:1.00	 	 
	 July 1, 2009 through June 30, 2010
	 	 	 	4.25:1.00	 	 
	 July 1, 2010 through June 30,
2011
	 	 	 	3.75:1.00    	 	 
	 July 1, 2011 though the Term Loan B Maturity

 Date
	 	 	 	3.50:1.00	 	 

     (c)        Consolidated Net Worth. Beginning with the fiscal quarter ending June 30, 2008, permit Consolidated Net Worth as of the last day of each fiscal quarter
to be less than an amount equal to the sum of (i) U.S.$525,000,000, plus (ii) 50% of cumulative Consolidated Net Income after March 31, 2008 through the last day of such fiscal quarter minus (iii) any charges taken
since the Closing Date for the impairment of goodwill taken pursuant to FASB 142. 
 6.2        Liens. 
 The Borrowers will not, and will not
permit any Restricted Subsidiary to, create, assume or suffer to exist any Lien upon any of their respective properties or assets (hereinafter “Properties”) whether now owned or hereafter acquired; provided, however,
that this Section 6.2 shall not apply to the following: 
  

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     (a)        any Lien for taxes not yet due or taxes or assessments or other governmental charges which are being actively contested in good faith by appropriate proceedings and
for which adequate reserves have been established; 
     (b)        any Liens, pledges or deposits in connection with worker’s compensation or social security, assessments or other similar charges or deposits incidental to the
conduct of the business of a Borrower or any Restricted Subsidiary (including, without limitation, security deposits posted with landlords and utility companies) or the ownership of any of their assets or properties which were not incurred in
connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of their Properties or materially impair the use thereof in the operation of their businesses;

     (c)        statutory Liens of
carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and for which adequate reserves
have been established; 
     (d)        pledges or deposits for the purpose of securing a stay or discharge in the course of any legal proceeding provided that the aggregate amount of such pledges or
deposits outstanding at any one time does not exceed U.S.$10,000,000; 
     (e)        Liens consisting of encumbrances in the nature of zoning restrictions, easements, rights and restrictions of record on the use of real property on the date of the
acquisition thereof and statutory Liens of landlords and lessors which in each case do not materially detract from the value of such property or impair the use thereof; 
     (f)        any Lien in favor of the United
States of America or any department or agency thereof, or in favor of any state government or political subdivision thereof, or in favor of a prime contractor under a government contract of the United States, or of any state government or any
political subdivision thereof, and, in each case, resulting from acceptance of partial, progress, advance or other payments in the ordinary course of business under government contracts of the United States, or of any state government or any
political subdivision thereof, or subcontracts thereunder and which do not materially impair the use of such Property as currently being utilized by a Borrower or any Restricted Subsidiary; 
     (g)        any Lien existing on the date
hereof and listed on Schedule 6.2; 
     (h)        Liens securing Indebtedness permitted under Section 6.3(d) (including any such Liens existing on any properties of any Person at the time of its
Acquisition by a Borrower or any Restricted Subsidiary); provided that such Liens (i) are placed upon any asset at the time of its acquisition (or within sixty (60) days thereafter); (ii) do not at any time encumber any
properties other than the property acquired; 
     (i)        Liens securing Indebtedness evidenced by the industrial development bonds described on Schedule 3.18; 
     (j)        Liens created by the issuance of a
Letter of Credit to secure obligations under Hedging Agreements permitted by Section 6.3(e), but only to the extent such Liens secure obligations under Hedging Agreements with any Lender, or any Affiliate of a Lender; 
  

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     (k)        any Lien evidencing the transfer of any receivables pursuant to any Permitted Securitization Transaction; 
     (l)        any interest of title of a lessor
under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases not prohibited by this Credit Agreement; 
     (m)        any interest of title of an owner
of equipment or inventory on loan or consignment to a Credit Party, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to such arrangements entered into in the
ordinary course of business (but excluding any general inventory financing); 
     (n)        any Lien renewing, extending, refinancing or refunding any Lien permitted by subsection (c), (d), (e), (f), (g), (h),
(i), (j), (k) or (l) above; provided, however, that (i) the Property covered thereby is not increased, (ii) the amount secured or benefited thereby is not increased, (iii) the direct
or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.3; 
     (o)        other Liens in addition to those
permitted by subsections (a) through (n) above; provided, however, that the aggregate outstanding principal amount of all obligations secured by Liens permitted by this subsection (o) shall not at
any time outstanding exceed (i) if (A) both before and after giving effect to the creation or assumption of such Lien, the Company has Investment Grade Status from at least one Rating Agency or (B) the Company shall have delivered to
the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness secured by such Liens and to the concurrent retirement of any other Indebtedness of the
Borrowers and the Restricted Subsidiaries, the Leverage Ratio does not exceed 3.00:1.00 as of the most recent fiscal quarter end for which the Administrative Agent has received the Required Financial Information, ten percent (10%) of the
Consolidated Net Worth determined as of such most recent fiscal quarter end, and (ii) in all other cases, U.S.$20,000,000; it being understood and agreed that any Lien that is permitted by this subsection at the time it is granted shall
thereafter be permitted by this subsection so long as it remains outstanding regardless of any subsequent change to the Company’s Investment Grade Status or Leverage Ratio; and 
     (p)        Liens granted by the Credit
Parties pursuant to the Security Documents. 
 6.3        Indebtedness. 
 The Borrowers will not, and
will not permit any Restricted Subsidiary to, at any time, create, incur, assume or suffer to exist any Indebtedness, except: 
     (a)        Indebtedness arising or existing under this Credit Agreement and the other Credit Documents; 
     (b)        Indebtedness of any Restricted
Subsidiary owing to a Borrower or any Guarantor; 
     (c)        Indebtedness existing as of the Closing Date (including, without limitation, the 2011 Senior Notes, the 2013 Senior Notes, the Solvay Bonds and the SCC Tax and
Deferred Cash Payments) and, with respect to any such Indebtedness in an outstanding principal amount in

  

 100 








 
excess of U.S.$5,000,000, set forth on Schedule 3.18; and renewals, refinancings, refundings or extensions thereof in a principal amount not in excess of that outstanding as of the date of
such renewal, refinancing or extension; provided that (i) the terms relating to principal amount, amortization, maturity, redemption, prepayment, covenants, defaults, remedies, collateral (if any) and subordination (if any), and other
material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the
Credit Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, renewed or extended, (ii) the interest rate applicable to any such refinancing, refunding, renewing or extending
Indebtedness does not exceed the then applicable market interest rate, (iii) such Indebtedness has a maturity no earlier than March 16, 2013 and (iv) the Solvay Bonds may only be refinanced or refunded with new revenue bonds or other
financing related to the Solvay Facility on terms and conditions no more restrictive in any material respect than, and no less favorable in any material respect to the Lenders than, the Solvay Bonds; it being understood and agreed that (A) if
the Solvay Bonds are refinanced or refunded with new revenue bonds or other Indebtedness secured by the assets of Solvay LLC, the Company shall use commercially reasonable efforts to ensure that the new revenue bonds or secured Indebtedness permit
Solvay LLC to become a U.S. Guarantor hereunder, (B) if the Solvay Bonds are refinanced or refunded with unsecured Indebtedness, such Indebtedness shall permit Solvay LLC to become a U.S. Guarantor hereunder and grant Liens on its Property in
favor of the Collateral Agent and (C) the interest rate, yield and other economic terms for such new revenue bonds or other financing shall be at prevailing market rates at the time of such refinancing or refunding; 
     (d)        Indebtedness of the Borrowers and
the Restricted Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset and any refinancing thereof; provided that
(i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at
the time of such refinancing, and (iii) the total amount of all such Indebtedness shall not exceed at any time outstanding (A) if (I) both before and after giving effect to such Indebtedness, the Company has Investment Grade Status
from at least one Rating Agency or (II) the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness and to the
concurrent retirement of any other Indebtedness, the Leverage Ratio does not exceed 3.00:1.00 as of the most recent fiscal quarter end for which the Administrative Agent has received the Required Financial Information, ten percent (10%) of
Consolidated Net Worth determined at such time; and (B) in all other cases, U.S.$30,000,000. 
     (e)        Indebtedness and obligations owing under Hedging Agreements so long as such Hedging Agreements are not entered into for speculative purposes; 
     (f)        Guaranty Obligations of the
Company in respect of Indebtedness of a Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.3; 
     (g)        obligations of the Borrowers or
any Restricted Subsidiary in connection with any Permitted Securitization Transaction, to the extent such obligations constitute Indebtedness; 
     (h)        Indebtedness of the Borrowers or any Restricted Subsidiary consisting of completion guarantees, performance
bonds, surety bonds or customs bonds incurred in the

  

 101 








 
ordinary course of business in an aggregate principal amount not to exceed at any time outstanding U.S.$10,000,000; 
     (i)        Indebtedness of the Company, and
guarantees of such Indebtedness by the Company’s Restricted Subsidiaries that are U.S. Guarantors, under the 2016 Senior Notes; provided that the aggregate principal amount of the 2016 Senior Notes shall not exceed U.S.$200,000,000;

     (j)        additional
Indebtedness of the Borrowers and the Restricted Subsidiaries; provided that the aggregate principal amount of such Indebtedness shall not exceed (i) if (A) both before and after giving effect to the incurrence of such Indebtedness,
the Company has Investment Grade Status from at least one Rating Agency or (B) the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the
incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of the Borrowers and the Restricted Subsidiaries, the Leverage Ratio does not exceed 3.00:1.00 as of the most recent fiscal quarter end for which the
Administrative Agent has received the Required Financial Information, the sum of ten percent (10%) of Consolidated Net Worth determined as of such most recent fiscal quarter end minus the outstanding principal amount of Indebtedness
permitted pursuant to subsection (g) above, and (ii) in all other cases, U.S.$40,000,000; it being understood and agreed that any Indebtedness that is permitted by this subsection at the time it is incurred shall thereafter be
permitted by this subsection so long as it remains outstanding regardless of any subsequent change to the Company’s Investment Grade Status or Leverage Ratio; and 
     (k)        additional Subordinated Debt of
the Borrowers and the Restricted Subsidiaries; provided that the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such
Subordinated Debt and to the concurrent retirement of any other Indebtedness of the Borrowers and the Restricted Subsidiaries, the Borrowers are in compliance with the financial covenants set forth in Sections 6.1(a) and (b).

 Notwithstanding the foregoing or anything in the Credit Documents to the contrary, at any time Solvay LLC and
its Subsidiaries are not U.S. Guarantors the Credit Parties will not permit Solvay LLC and its Subsidiaries to at any time create, incur, assume or suffer to exist any Indebtedness, except Indebtedness outstanding on the Closing Date and
Indebtedness incurred pursuant to Section 6.3(c) to refinance the Solvay Bonds. 
 6.4        Merger and Sale of Assets. 
 The Borrowers
will not, and will not permit any Restricted Subsidiary to, dissolve, merge or consolidate with any other Person or sell, lease or transfer or otherwise dispose of any Property to any Person or entity; provided that, notwithstanding any of
the foregoing limitations, if no Event of Default shall then exist or immediately thereafter will begin to exist, the Borrowers and the Restricted Subsidiaries may take the following actions: 
     (a)        (i) the Company may merge or
consolidate with any of its Subsidiaries provided that the Company shall be the continuing or surviving corporation, (ii) the Canadian Borrower may merge or consolidate with any of its Subsidiaries provided that the Canadian Borrower shall be
the continuing or surviving corporation, (iii) any Credit Party other than the Company or the Canadian Borrower may merge or consolidate with any other Credit Party other than the Company or the Canadian Borrower, (iv) any Consolidated
Company which is not a Credit Party may be merged or

  

 102 








 
consolidated with or into any Credit Party provided that such Credit Party shall be the continuing or surviving corporation, (v) any Consolidated Company which is not a Credit Party may be
merged or consolidated with or into any other Consolidated Company which is not a Credit Party, (vi) any Subsidiary of the Company may merge with any Person that is not a Credit Party in connection with a sale of Property permitted under this
Section 6.4, (vii) any Subsidiary of the Company (other than the Canadian Borrower) may be dissolved so long as the property and assets of such Subsidiary are transferred to a Credit Party prior to such dissolution and
(viii) the Company or any Subsidiary of the Company may merge with any Person other than a Consolidated Company in connection with a Permitted Acquisition; provided that, if such transaction involves the Company or the Canadian Borrower,
the Company or the Canadian Borrower, as the case may be, shall be the continuing or surviving corporation; 
     (b)        any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any of its Property to (i) a Borrower,
(ii) any Guarantor or (iii) any Subsidiary of the Company; provided that, with respect to transfers described in clause (iii), upon completion of such transaction (A) there shall exist no Default or Event of Default and
(B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall be a Restricted Subsidiary and a Guarantor; 
     (c)        each Borrower may sell, lease,
transfer or otherwise dispose of its Property to any Subsidiary of the Company; provided that upon completion of a transaction described in this Section 6.4(c), there shall exist no Default or Event of Default and the Subsidiary
to which the Borrower’s Property is sold, leased, transferred or otherwise disposed shall be a Restricted Subsidiary and a Guarantor; 
     (d)        the Borrowers and the Restricted Subsidiaries may sell, lease, transfer or otherwise dispose (including via trade-in or exchange
for Property having a fair market value that in the good faith judgment of the Company is equal to or greater than the Property that is traded in or exchanged) of any Property in the ordinary course of business consisting of (i) inventory,
(ii) obsolete or worn out Property or (iii) Property no longer used or useful in the business of the Borrowers and their Restricted Subsidiaries; 
     (e)        the Borrowers and the Restricted Subsidiaries may enter into leases, subleases, licenses or sublicenses of
Property in the ordinary course of business and which do not materially interfere with the business of the Borrowers and its Restricted Subsidiaries; 
     (f)        the Borrowers and the Restricted Subsidiaries may transfer receivables for fair market value to one or more
Permitted Securitization Subsidiaries so long as such transfer is made to consummate a Permitted Securitization Transaction; 
     (g)        the Borrowers and the Restricted Subsidiaries may sell, lease, transfer or otherwise dispose of any of their Property for fair
market value in a transaction constituting an Investment permitted by Section 6.10; 
     (h)        the Borrowers and the Restricted Subsidiaries may sell any Unrestricted Subsidiary for fair market value; and 
     (i)        in addition to amounts covered by
subsections (a) through (h) above, the Borrowers and the Restricted Subsidiaries may sell, lease or transfer other Property for fair market value so long as the aggregate fair market value for all such transactions does not
exceed U.S.$50,000,000; 
  

 103 








 provided, however, and notwithstanding the foregoing
provisions of this Section 6.4, (A) the Credit Parties shall not under any circumstances sell, transfer or otherwise dispose of the Demopolis IDB Bonds to any Person other than a Credit Party and (B) with respect to any sale,
lease or transfer of Property pursuant to subsection (i) above, at least 75% of the consideration received by the Borrowers and the Restricted Subsidiaries from such sale, lease or transfer shall be in the form of (1) cash,
(2) Cash Equivalents, (3) liabilities (other than Subordinated Debt), as shown on the most recent balance sheet of any Borrower or Restricted Subsidiary, that are assumed by the transferee of such Property pursuant to a customary
assignment and assumption agreement that releases such Borrower or Restricted Subsidiary from further liability and/or (4) securities, notes or other obligations received by any Borrower or Restricted Subsidiary from the transferee of such
Property that are converted by such Borrower or Restricted Subsidiary into cash within 180 days of receiving such securities, notes or other obligations. 
 6.5        Transactions with Affiliates. 
 Other than in connection with a Permitted Securitization Transaction, the Borrowers will not, and will not permit any Restricted Subsidiary to, enter into or be a party to any transaction or arrangement
with any Affiliate (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, any Affiliates) other than a Borrower or a Restricted Subsidiary, except in the ordinary course of
and pursuant to the reasonable requirements of such Borrower’s or such Restricted Subsidiary’s business and upon fair and reasonable terms materially no less favorable to such Borrower or such Subsidiary than such party would obtain in a
comparable arm’s-length transaction with a Person other than an Affiliate. 
 6.6        Nature of Business. 
 The Borrowers will not,
and will not permit any Restricted Subsidiary to, engage in any business if, as a result, the primary nature of the business, taken on a consolidated basis, which would then be engaged in by the Borrowers and the Restricted Subsidiaries would be
fundamentally changed from the general nature of the business engaged in by the Borrowers and the Restricted Subsidiaries on the Closing Date, which the parties agree is the manufacture and sale of paperboard, linerboard, corrugating medium and
gypsum linerboard, paperboard, packaging products, corrugated packaging and sheet stock and merchandising displays, other types of packaging and packaging material and similar or complementary products and services connected or incidental thereto,
including, without limitation, any e-commerce initiatives and brokerage operations. 
 6.7        Regulations T, U and X. 
 The Borrowers will
not, and will not permit any Subsidiary of the Company to, take any action that would result in any non-compliance of the Extensions of Credit made hereunder with Regulations T, U and X of the Board of Governors of the Federal Reserve System.

 6.8        ERISA Compliance. 
 The Borrowers will not, and will not permit any Subsidiary of the Company to, incur any material “accumulated funding
deficiency” within the meaning of Section 302(a)(2) of ERISA, or any material liability under Section 4062 of ERISA to the Pension Benefit Guaranty Corporation (“PBGC”) established thereunder in connection with any
Plan. 
  

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 6.9        Limitations on
Subsidiaries Which Are Not Restricted Subsidiaries. 
 The Borrowers will not, and will not permit any
Restricted Subsidiary to, allow any Unrestricted Subsidiary: 
     (a)        to own any Capital Stock or right or option to acquire Capital Stock of a Borrower or any Restricted Subsidiary, or own or hold any Lien on any property of a
Borrower or any Restricted Subsidiaries other than in connection with any Permitted Securitization Transaction; and 
     (b)        to create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to, or suffer to exist
any Indebtedness pursuant to which the lender has recourse to a Borrower or any Restricted Subsidiary or to any of the assets of a Borrower or any Restricted Subsidiary (“Recourse Debt”) other than (i) Standard Securitization
Undertakings which is incurred in connection with a Permitted Securitization Transaction and (ii) other Recourse Debt that does not exceed U.S.$15,000,000 at any time outstanding. 
 6.10      Limitation on Investments. 
 The Borrowers will not, and will not permit any Restricted Subsidiary to, make any Investment in any Person except for:

     (a)        Investments held in
the form of cash and Cash Equivalents; 
     (b)        Investments existing as of the Closing Date and, with respect to any Investment (other than Permitted Joint Ventures) with value of $2,000,000 or more as of the
Closing Date, set forth in Schedule 6.10; 
     (c)        receivables owing to the Company or any of its Subsidiaries and advances to suppliers, in each case if created, acquired or made in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms; 
     (d)        Investments in and loans to any Credit Party; provided, however, that the aggregate amount of all Investments in and loans to any Canadian Credit Party
by the U.S. Credit Parties made after the Closing Date (other than Investments made with proceeds of any Permitted Securitization Transaction that are used to prepay Canadian Swingline Loans or Canadian Revolving Loans or to cash collateralize
Bankers’ Acceptance Advances in accordance with the terms of Section 2.10(b)(vi)(C)) shall not exceed U.S.$20,000,000 at any one time outstanding; 
     (e)        loans and advances (other than
advances of sales commissions) to employees (other than officers or directors) in an aggregate amount not to exceed U.S.$4,000,000 at any time outstanding; 
     (f)        Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in
settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; 
     (g)        Permitted Acquisitions, including the SCC Acquisition; 
     (h)        Investments in Permitted Joint
Ventures; 
  

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     (i)        Investments in Hedging Agreements to the extent such Hedging Agreements are permitted hereby; and 
     (j)        additional Investments of a nature
not contemplated by the foregoing subsections (a) through (i); provided that the aggregate outstanding amount at any time of all such Investments made after the Closing Date pursuant to this subsection shall not, at any
time, exceed U.S.$15,000,000. 
 Investments shall be valued at cost, less any return of capital thereon.

 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 receivable in connection with a Permitted
Securitization Transaction so long as such Funded Debt is non-recourse as to the Borrowers and any Restricted Subsidiary (other than as to the transferred receivables) and (ii) consisting of Standard Securitization Undertakings. 
 6.12      Restrictive Agreements; Negative Pledges. 
 The Borrowers will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit
to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of a Borrower or any Restricted Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter
acquired, or (b) the ability of the Canadian Borrower or any Restricted Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Company, the Canadian Borrower or any other
Restricted Subsidiary, to guarantee Indebtedness of a Borrower or any other Restricted Subsidiary or to transfer any of its property or assets to a Borrower or any Restricted Subsidiary; provided, that (i) the foregoing shall not apply
to restrictions or conditions imposed by law or by this Credit Agreement or any other Credit Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted
Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to (A) restrictions or
conditions imposed by any agreement relating to Indebtedness permitted under Section 6.3(d) if such restrictions and conditions apply only to the property or assets securing such Indebtedness, (B) customary provisions in leases
restricting the assignment thereof, (C) restrictions or conditions imposed by the Senior Note Indentures and (D) restrictions or conditions imposed on Solvay LLC by the Solvay Bonds. 
 6.13      Restricted Payments. 
 The Borrowers will not, and will not permit any Restricted Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any dividend on any class of its Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any
shares of common Capital Stock or any options, warrants, or other rights to purchase such common Capital Stock, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (a) dividends payable by the
Company solely in shares of any class of its common Capital Stock in a manner consistent with past practices, (b) Restricted Payments made by any Subsidiary to a Borrower or to another Restricted Subsidiary and (c) Restricted Payments
consisting of cash dividends paid on the common Capital Stock of the Company or cash

  

 106 








 
repurchases of Company’s common Capital Stock; provided, that in the case of any Restricted Payment described in this subsection (c) only, (i) no Default or Event of
Default has occurred or would occur as a result of making such Restricted Payment, (ii) at the time such Restricted Payment is made and after giving effect thereto, the Company could incur an additional U.S.$1.00 of Funded Debt under
Sections 6.1 and 6.3 and (iii) the aggregate amount of all Restricted Payments made pursuant to this subsection (c) shall not exceed U.S.$30,000,000 per fiscal year; provided further that, if the Leverage
Ratio both before and after giving effect to any such Restricted Payment on a Pro Forma Basis does not exceed 3.00:1.00 and if the conditions in clauses (i) and (ii) above have been satisfied, the Company may make Restricted Payments
pursuant to this subsection (c) in an aggregate amount not to exceed 50% of cumulative Consolidated Net Income from April 1, 2008 through the last day of the most recent fiscal quarter end for which financial statements described in
Sections 5.7(a) and (b) have been delivered; it being understood and agreed that any Restricted Payment that is permitted by this subsection at the time it is made shall thereafter be permitted by this subsection regardless of
whether the conditions in clauses (i)-(iii) above continue to be satisfied. 
 6.14      Adverse Arrangements. 
 The Borrowers will not, and will
not permit any Restricted Subsidiary to, enter into any arrangement, contractual or otherwise, that would reasonably be expected to have a Material Adverse Effect. 
 6.15      Fiscal Year; Accounting Policies; Organizational Documents; Material Contracts. 
     (a)        The Borrower will not, and will
not permit any Restricted Subsidiary to, change its fiscal year or accounting policies, nor will it, or permit any Restricted Subsidiary to, amend, modify or change its articles of incorporation (or corporate charter or other similar organizational
document) or bylaws (or other similar document) in any manner materially adverse to the interests of the Lenders without the prior written consent of the Administrative Agent, nor without the prior written consent of the Administrative Agent, amend,
modify, cancel or terminate or fail to renew or extend (without entering into a comparable replacement contract within a reasonable period of time) or permit the amendment, modification, cancellation or termination (without a comparable replacement
contract) of any of the Material Contracts, except in the event that such amendments, modifications, cancellations, terminations or failure to renew or extend would not reasonably be expected to have a Material Adverse Effect. 
     (b)        Without limitation of the
requirements of the foregoing clause (a), the Borrowers will not, and will not permit any Restricted Subsidiary to, take any action with respect to the Demopolis IDB Bonds that could have a material adverse effect on the Lenders, the Consolidated
Companies, the interest of the Consolidated Companies in and to the Demopolis Leasehold and/or the security interests of the Collateral Agent under the U.S. Security Documents without the prior written consent of the Administrative Agent.

 6.16      Ownership of Restricted Subsidiaries. 
 Notwithstanding any other provisions of this Agreement to the contrary, the Borrowers will not (i) permit any Person
(other than the Company or any Wholly Owned Subsidiary of the Company) to own any Capital Stock of any Restricted Subsidiary, except (A) to qualify directors where required by applicable law or to satisfy other requirements of applicable law
with respect to the ownership of Capital Stock of Foreign Subsidiaries or (B) as a result of or in connection with a dissolution, merger, consolidation or disposition of a Subsidiary not prohibited by Section 6.4, or
(ii) permit, create, incur, assume or suffer to exist any Lien on any Capital Stock of any Restricted Subsidiary. 
  

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 6.17      Capital Expenditures.

 The Borrowers and their Restricted Subsidiaries will not permit Consolidated Capital Expenditures (excluding
Consolidated Capital Expenditures made with proceeds of insurance) for any fiscal year to exceed U.S.$115,000,000, plus the unused amount available for Consolidated Capital Expenditures under this Section 6.17 for the immediately
preceding fiscal year (excluding any carry forward available from any prior fiscal year); provided, however, that with respect to any fiscal year, Consolidated Capital Expenditures made during such fiscal year shall be deemed to be
made first with respect to the applicable limitation for such fiscal year and then with respect to any carry-forward from the immediately preceding fiscal year. 
 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 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, (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 (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. 
 6.19      Sale Leasebacks. 
 The Borrowers will not, and will not permit any Restricted Subsidiary to, directly or indirectly, become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an
operating lease or a Capital Lease, of any Property, whether now owned or hereafter acquired, (a) which any Borrower or Restricted Subsidiary has sold or transferred or is to sell or transfer to a Person which is not a Borrower or a Restricted
Subsidiary or (b) which any Borrower or Restricted Subsidiary intends to use for substantially the same purpose as any other Property which has been sold or is to be sold or transferred by a Borrower or a Restricted Subsidiary to another Person
which is not a Borrower or a Restricted Subsidiary in connection with such lease. 
 6.20      Account Control Agreements; Additional Accounts. 
 The
Company will not, and will not permit any U.S. Guarantor to, open, maintain or otherwise have any checking, savings or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money, Cash
Equivalents, securities or other financial assets is or may be deposited or maintained with any Person, other than (a) after giving effect to the terms of Section 5.12(b)(iv), deposit accounts that are subject to a Deposit Account
Control Agreement, (b) after giving effect to the terms of Section 5.12(b)(iv), securities accounts that are subject to a Securities Account Control Agreement, (c) deposit accounts established solely as payroll and other zero
balance accounts and (d) deposit accounts and securities accounts, so long as at any time the balance in any such account and/or the value of any Cash Equivalents, securities or other financial assets in any such account does not exceed
U.S.$500,000 for a five (5) consecutive day period and the aggregate balance in all such accounts does

  

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not exceed U.S.$5,000,000 for a five (5) consecutive day period during the preceding fiscal quarter of the Company. 
 ARTICLE VII  
 EVENTS OF DEFAULT 

 7.1        Events of Default. 
 An Event of Default shall exist upon the occurrence of any of the following specified events (each an “Event of
Default”): 
     (a)        Payments. A Borrower shall fail to make when due (including, without limitation, by mandatory prepayment) any principal payment with respect to the Loans, or
any Credit Party shall fail to make any payment of interest, fee or other amount payable hereunder within three (3) Business Days of the due date thereof; or 
     (b)        Covenants Without Notice.
Any Credit Party shall fail to observe or perform any covenant or agreement contained in subsections (a), (b), (c) and (d) of Section 5.7, Section 5.8, Section 5.9,
Section 5.10 or Article VI; or 
     (c)        Other Covenants. Any Credit Party shall fail to observe or perform any covenant or agreement contained in this Agreement or any other Credit Document, other
than those referred to in subsections (a) and (b) of Section 7.1, and such failure shall remain unremedied for thirty (30) days after the earlier of (i) a Responsible Officer of a Credit Party obtaining
knowledge thereof, or (ii) written notice thereof shall have been given to the Company by an Agent or any Lender; or 
     (d)        Representations. Any representation or warranty made or deemed to be made by a Credit Party or by any of its officers
under this Agreement or any other Credit Document (including the Schedules attached hereto and thereto), or any certificate or other document submitted to the Agents or the Lenders by any such Person pursuant to the terms of this Agreement or any
other Credit Document, shall be incorrect in any material respect when made or deemed to be made or submitted; or 
     (e)        Non-Payments of Other Indebtedness. Any Credit Party or any Restricted Subsidiary shall fail to make when due (whether at
stated maturity, by acceleration, on demand or otherwise, and after giving effect to any applicable grace period) any payment of principal of or interest on any Indebtedness (other than the Credit Party Obligations) exceeding U.S.$10,000,000
individually or in the aggregate; or 
     (f)        Defaults Under Other Agreements. Any Credit Party or any Restricted Subsidiary shall (i) fail to observe or perform within any applicable grace period
any covenants or agreements contained in any agreements or instruments relating to any of its Indebtedness (other than the Credit Documents) exceeding U.S.$10,000,000 individually or in the aggregate, or any other event shall occur if the effect of
such failure or other event is to accelerate, or to permit the holder of such Indebtedness or any other Person to accelerate, the maturity of such Indebtedness; or any such Indebtedness shall be required to be prepaid (other than by a regularly
scheduled required prepayment) in whole or in part prior to its stated maturity; (ii) breach or default any Hedging Agreement (subject to any applicable cure periods) and the termination value owed by

  

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such Credit Party as a result thereof shall exceed U.S.$10,000,000; or (iii) breach or default under any Material Contract that could reasonably be expected to cause a Material Adverse
Effect; or 
     (g)        Bankruptcy. Any Credit Party or any Restricted Subsidiary shall commence a voluntary case concerning itself under the Bankruptcy Code or applicable foreign
bankruptcy laws; or an involuntary case for bankruptcy is commenced against any Credit Party or any Restricted Subsidiary and the petition is not controverted within thirty (30) days, or is not dismissed within sixty (60) days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) or similar official under applicable foreign bankruptcy laws is appointed for, or takes charge of, all or any substantial part of the property of any Credit Party or any
Restricted Subsidiary; or a Credit Party or a Restricted Subsidiary commences proceedings of its own bankruptcy or to be granted a suspension of payments or any other proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating to any Credit Party or any Restricted Subsidiary or there is commenced against any Credit Party or any Restricted
Subsidiary any such proceeding which remains undismissed for a period of sixty (60) days; or any Credit Party or any Restricted Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or any Credit Party or any Restricted Subsidiary suffers any appointment of any custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of sixty (60) days; or
any Credit Party or any Restricted Subsidiary makes a general assignment for the benefit of creditors; or any Credit Party or any Restricted Subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; or any Credit Party or any Restricted Subsidiary shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or any Credit Party or any Restricted Subsidiary shall by any act
or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate action is taken by any Credit Party or any Restricted Subsidiary for the purpose of effecting any of the foregoing; or 
     (h)        ERISA. A Plan of a Credit
Party or any Restricted Subsidiary or a Plan subject to Title IV of ERISA of any of its ERISA Affiliates: 
     (i)        shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan,
Section 412 of the Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Code or Section 303
of ERISA; or 
     (ii)       is being,
or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or 
     (iii)      shall require any Credit Party or any Restricted Subsidiary to provide security under applicable law, the terms of such Plan,
Section 401 or 412 of the Code or Section 306 or 307 of ERISA; or 
     (iv)       results in a liability to a Credit Party or any Restricted Subsidiary under applicable law, the terms of such Plan, or Title IV of ERISA; 
     and there shall result from any such failure, waiver, termination or other event a
liability to the PBGC or a Plan that would have a Material Adverse Effect; or 
  

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     (i)        Money Judgment. Judgments or orders for the payment of money in excess of U.S.$10,000,000 individually or in the aggregate or otherwise having a Material
Adverse Effect shall be rendered against any Credit Party or any Restricted Subsidiary and such judgment or order shall continue unsatisfied (in the case of a money judgment) and in effect for a period of thirty (30) days during which execution
shall not be effectively stayed or deferred (whether by action of a court, by agreement or otherwise); or 
     (j)        Default Under other Credit Documents; The Guaranty. (a) There shall exist or occur any “Event of Default”
as provided under the terms of any Credit Document, or any Credit Document ceases to be in full force and effect or the validity or enforceability thereof is disaffirmed by or on behalf of any Credit Party, or at any time it is or becomes unlawful
for any Credit Party to perform or comply with its obligations under any Credit Document, or the obligations of any Credit Party under any Credit Document are not or cease to be legal, valid and binding on any Credit Party; or (b) without
limiting the foregoing, the Guaranty or any provision thereof shall cease to be in full force and effect or any Guarantor or any Person acting by or on behalf of any Guarantor shall deny or disaffirm any Guarantor’s obligations under the
Guaranty; or 
     (k)        Change in Control. A Change in Control shall occur; or 
     (l)        Securitization Events. There shall occur any breach of any covenant by any Credit Party, any
Restricted Subsidiary or any Permitted Securitization Subsidiary contained in any agreement relating to Permitted Securitization Transaction causing or permitting the acceleration of the obligations thereunder or requiring the prepayment of such
obligations or termination of such securitization program prior to its stated maturity or term; provided, however, such breach shall not constitute an Event of Default unless a Credit Party shall have any material liability or payment
obligation under such Permitted Securitization Transaction; or 
     (m)        Governmental Licenses; Permits. There shall occur any loss, termination, cancellation or other material impairment of any governmental license, certificate,
or permit by any Credit Party which is reasonably likely to have a Material Adverse Effect; or 
     (n)        Subordinated Debt. Any default (which is not waived or cured within the applicable period of grace) or event of default shall occur under any Subordinated
Debt or the subordination provisions contained therein shall cease to be in full force and effect or shall cease to give the Agents and the Lenders the rights, powers and privileges purported to be created thereby, or the Credit Party Obligations
shall cease to be “Senior Indebtedness,” “Designated Senior Indebtedness” or have a similar designation under any Subordinated Debt; or 
     (o)        Uninsured Loss. Any uninsured damage to or loss, theft or destruction of any tangible assets of the
Credit Parties shall occur that is in excess of U.S.$30,000,000. 
 7.2        Acceleration; Remedies. 
 Upon the occurrence
and during the continuance of an Event of Default, the Administrative Agent (or, where specified, the Collateral Agent or the Canadian Agent) may, or upon the request and direction of the Required Lenders shall, by written notice to the Borrowers
take any of the following actions (including any combination of such actions): 
     (a)        Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated. 
  

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     (b)        Acceleration; Demand. (i) Declare the unpaid principal of and any accrued interest in respect of all Loans and any and all other indebtedness or
obligations (including, without limitation, fees) of any and every kind owing by any Credit Party to the Agents and/or any of the Lenders hereunder to be due and direct the Company to pay to the Administrative Agent cash collateral as security for
the LOC Obligations for subsequent drawings under then outstanding Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn under Letters of Credit then outstanding, whereupon the same shall be immediately due and
payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party, and (ii) with respect to the Canadian Agent, demand that the Canadian Borrower deliver cash to the Canadian Agent,
for the benefit of the BA Lenders and Acceptance Lenders, in the amount of 100% of the aggregate Face Amount of outstanding Bankers’ Acceptances and Acceptance Notes. 
     (c)        Enforcement of Rights. With
respect to any of the Agents, exercise any and all rights and remedies created and existing under the Credit Documents, whether at law or in equity. 
     (d)        Rights Under Applicable Law. With respect to any of the Agents, exercise any and all rights and
remedies available to the Agents or the Lenders under applicable law. 
 Notwithstanding the foregoing, if an Event of Default
specified in Section 7.1(g) shall occur, then the Commitments shall automatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid Fees and other indebtedness or obligations owing to the Agents
and/or any of the Lenders hereunder automatically shall immediately become due and payable without presentment, demand, protest or the giving of any notice or other action by the Agents or the Lenders, all of which are hereby waived by the Credit
Parties. 
 ARTICLE VIII  
 AGENCY PROVISIONS 
 8.1        Appointment. 
 Each Lender hereby irrevocably
designates and appoints Wachovia as the Administrative Agent and the Collateral Agent of such Lender under this Credit Agreement and Bank of America, N.A., acting through its Canada branch, as the Canadian Agent under this Credit Agreement, and each
such Lender irrevocably authorizes Wachovia, as the Administrative Agent and the Collateral Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and to exercise such powers and perform such duties as
are expressly delegated to the Agents by the terms of this Credit Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Credit Agreement, none of the Agents
shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Credit Agreement or otherwise exist against any Agent. 
 Without limiting the powers of the Canadian Agent
under this Agreement and the Canadian Security Documents, each Canadian Lender and the Canadian Agent acknowledges and agrees that Bank of America, N.A., acting through its Canada Branch shall, for the purposes of holding any security granted under
the Canadian Security Documents pursuant to the laws of the Province of Québec to secure payment of bonds or any similar instruments (collectively, the “Bonds”), be the holder of an irrevocable power of attorney
(fondé de pouvoir), within the meaning of Article 2692 of the Civil Code of Québec, for

  

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all present and future Canadian Lenders as well as holders and depositaries of the Bonds. Each of the Canadian Lenders and the Canadian Agent constitutes, to the extent necessary, Bank of
America, N.A., acting through its Canada Branch, as the holder of such irrevocable power of attorney (fondé de pouvoir) in order to hold security granted under the Canadian Security Documents in the Province of Québec to secure
payment of the Bonds. Each successor Canadian Lender and successor to Bank of America, N.A., acting through its Canada Branch, shall be deemed to have confirmed and ratified the constitution of the Canadian Agent as the holder of such irrevocable
power of attorney (fondé de pouvoir). Furthermore, the Canadian Agent agrees to act in the capacity of the holder and depositary of the Bonds for the benefit of all present and future Canadian Lenders. Notwithstanding the provisions of
Section 32 of the Special Powers of Legal Persons Act (Québec), the Canadian Agent may acquire and be the holder of a Bond. The Canadian Borrower acknowledges that each of the Bonds executed by it constitutes a title of
indebtedness, as such term is used in Article 2692 of the Civil Code of Québec. Notwithstanding the provisions of Section 9.13, the provisions of this subsection shall be governed by the laws of the Province of
Québec and the federal laws of Canada applicable therein. 
 8.2        Delegation of Duties. 
 Anything herein to
the contrary, notwithstanding, none of the bookrunners, arrangers or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as
applicable, as the Administrative Agent, the Collateral Agent, the Canadian Agent, a Lender or the Issuing Lender hereunder. 
 Each of the Agents may execute any of its duties under this Credit Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such
duties. The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Without limiting the foregoing, the Agents may appoint one of its affiliates as its agent to perform
the functions of the its functions hereunder relating to the advancing of funds to the Borrowers and distribution of funds to the Lenders and to perform such other related functions of the Agents hereunder as are reasonably incidental to such
functions. 
 8.3        Exculpatory Provisions. 
 The Agents shall not have any duties or obligations except those expressly set forth herein and in the other Credit
Documents. Without limiting the generality of the foregoing, the Agents: 
     (a)        shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 
     (b)        shall not have any duty to take
any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Agents are required to exercise as directed in writing by the Required
Lenders or Required Canadian Lenders, as applicable, (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents); provided that the Agents shall not be required to take any
action that, in its opinion or the opinion of its counsel, may expose the Agents to liability or that is contrary to any Credit Document or applicable law; and 
     (c)        shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of its Affiliates that is communicated to or obtained by the

  

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Person serving as the Administrative Agent, the Collateral Agent, the Canadian Agent or any of their Affiliates in any capacity. 
 The Agents shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders or Required Canadian Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary, or as the applicable Agent or Agents shall believe in good faith shall be necessary, under the circumstances as
provided in Sections 9.1 and 7.2) or (ii) in the absence of its own gross negligence or willful misconduct. 
 The Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit
Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agents. 
 8.4        Reliance by Agents. 
 Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any
electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally
or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit,
that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, each Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless such Agent shall have received notice to the contrary
from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by
it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 8.5        Notice of Default. 
 No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless such Agent has received notice from a Lender or the Company referring to this
Credit Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that an Agent receives such a notice, such Agent shall give prompt notice thereof to the other Agents and the
Lenders. The Agents shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, however, that unless and until an Agent shall have received such directions,
such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this
Credit Agreement expressly requires that such action be taken, or not taken, only with the consent or upon the authorization of the Required Lenders, or all of the Lenders, as the case may be. 
  

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 8.6        Non-Reliance on Agents
and Other Lenders. 
 Each Lender expressly acknowledges that none of the Agents nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by an Agent hereinafter taken, including any review of the affairs of the Credit Parties, shall be deemed to constitute any
representation or warranty by the Agents to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon the Agents or any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and made its own decision to make its Loans hereunder and enter into this
Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and
creditworthiness of the Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Credit Parties which may come into the possession of such Agent or any of their officers, directors, employees,
agents, attorneys-in-fact or affiliates. 
 8.7        Indemnification. 
 The Lenders agree to
indemnify each Agent, the Issuing Lender, and each Swingline Lender in its capacity hereunder and their Affiliates and their respective officers, directors, agents and employees (to the extent not reimbursed by the Credit Parties as provide in
Section 9.5 and without limiting the obligation of the Credit Parties to do so), ratably according to their respective Commitment Percentages in effect on the date on which indemnification is sought under this Section, from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the
Credit Party Obligations) be imposed on, incurred by or asserted against the such indemnitee in any way relating to or arising out of any Credit Document or any documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such indemnitee under or in connection with any of the foregoing; provided, however, that (i) no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the such indemnitee’s gross negligence or willful misconduct, as determined by a court of competent
jurisdiction pursuant to a final non-appealable judgment; (ii) the Lenders shall not be liable to such indemnitee hereunder for more liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements than the Credit Parties would be liable for under Section 9.5, and (iii) only the Canadian Lenders shall have any obligation to make any payment to the Canadian Agent pursuant to this Section 8.7. The
agreements in this Section 8.7 shall survive the termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder. 
 8.8        Agents in Their Individual Capacity. 
 Each of the Agents and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Credit Parties as though such Agent were not an
Agent hereunder. With respect to its Loans made or renewed by it and any Note issued to it, each Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it

  

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were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity. 
 8.9        Successor Agent. 
 Any Agent may resign as such Agent upon thirty (30) days’ prior notice to the Company and the Lenders. If an Agent
shall resign as such Agent under this Credit Agreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be approved by the Borrowers (so
long as no Event of Default has occurred and is continuing), whereupon such successor agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent,” “Collateral Agent” or
“Canadian Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as an Agent shall be terminated, without any other or further act or
deed on the part of such former Agent or any of the parties to this Credit Agreement or any holders of the Notes or Credit Party Obligations. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after the resigning Agent gives notice of its resignation, then the resigning Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Agent; provided that if the resigning Agent
shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the resigning Agent shall be discharged from its
duties and obligations hereunder and under the other Credit Documents (except that in the case of any Collateral held by such Agent on behalf of the Secured Parties under any of the Credit Documents, the resigning Agent shall continue to hold such
Collateral until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the resigning Agent shall instead be made by or to each Lender and the Issuing Lender
directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. After any retiring Agent’s resignation as an Agent, the provisions of this Article VIII and Section 9.5 shall
inure to its benefit (and the benefit of its sub-agents and Related Parties) as to any actions taken or omitted to be taken by it while it was an Agent under this Credit Agreement. 
 8.10      Patriot Act Notice. 
 Each Lender and each Agent (for itself and not on behalf of any other party) hereby notifies the Borrowers that, pursuant to
the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender or such
Agent, as applicable, to identify such Borrower in accordance with the Patriot Act. 
 8.11      Collateral and Guaranty Matters. 
     (a)        The Lenders irrevocably authorize and direct each of the Agents: 
     (i)        to release any Lien on any Collateral granted to or held by the applicable Agent under any Credit Document
(i) upon termination of the Revolving Commitments and payment in full of all Credit Party Obligations outstanding under the Credit Documents (other than contingent indemnification obligations) and the expiration or termination of all Letters of
Credit, (ii) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or (iii) subject to Section 9.1, if approved, authorized or ratified
in writing by the Required Lenders; 
  

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     (ii)       to subordinate any Lien on any Collateral granted to or held by such Agent under any Credit Document to the holder of any Lien on such Collateral that is permitted by
Section 6.3(d); 
     (iii)      to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted
hereunder; and 
     (iv)       to share
on a pari passu basis any Lien of the Collateral Agent on any Capital Stock of a Subsidiary or any Principal Property with the holders of the 2011 Senior Notes and the holders of the 2013 Senior Notes, in each case to the extent the 1995 Senior Note
Indenture requires such Lien. 
     (b)        In connection with a termination or release pursuant to this Section 8.11, the applicable Agent shall promptly execute and deliver to the applicable
Credit Party, at the Company’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by an Agent at any time, the Required Lenders or the Required Canadian
Lenders, as the case may be, will confirm in writing such Agent’s authority to release or subordinate its interest in particular types or items of Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this
Section 8.11; provided, however, that the applicable Agent may not decline to release any Lien or guarantee pursuant to this Section 8.11 due to the absence of any such confirmation. 
 ARTICLE IX  
 MISCELLANEOUS 
 9.1        Amendments and
Waivers. 
 Neither this Credit Agreement, nor any of the other Credit Documents, nor any terms hereof or
thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this Section. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time,
(a) enter into with the Borrowers written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any
manner the rights of the Lenders or of the Borrowers hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit
Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification or release shall: 
     (i)        reduce the amount or extend the
scheduled date of maturity of any Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate) or extend the scheduled
date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby; or 
     (ii)       amend, modify or waive any provision
of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of each Lender directly affected thereby; or 
  

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     (iii)      amend, modify or waive any provision of Article VIII without the written consent of the then Agents; or 
     (iv)       release all or substantially all of
the Guarantors from their obligations under the Guaranty (other than as permitted hereunder) or all or substantially all of the value of the Guaranty provided by all of the Guarantors, without the written consent of all the Lenders; provided,
however, only the consent of all of the Canadian Lenders shall be required to release all, substantially all of or any one of the Canadian Guarantors (other than as permitted hereunder); or 
     (v)        release all or substantially all
of the value of the Collateral (other than as permitted hereunder), without the written consent of all of the Secured Parties; provided, however, only the consent of all of the Canadian Lenders shall be required to release all,
substantially all of or any part of the Canadian Collateral (other than as permitted hereunder); or 
     (vi)       amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders, without the written consent of
the Required Lenders or of all Lenders as appropriate; or 
     (vii)      amend or modify the definition of “Credit Party Obligations”, “Canadian Obligations”, “U.S. Obligations”, “Secured Obligations” or
“Secured Party” to delete or exclude any obligation or liability or any Person described therein without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or 
     (viii)     amend, modify or waive the definition of
“Secured Hedging Agreement” or “Hedging Agreement Provider” without the consent of each Hedging Agreement Provider; 
     (ix)       amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.14(b) without the written consent
of each Lender and each Hedging Agreement Provider directly affected thereby; 
     (x)        amend, modify or waive any (A) provision of Section 2.2 without the consent of the Required Canadian Lenders, or (B) any provision of
Section 2.6 without the consent of the Canadian Swingline Lender and Required Revolving Lenders; 
     (xi)       amend, modify or waive (A) any provision of Section 2.1 without the consent of the Required Revolving Lenders,
(B) any provision of Section 2.5 without the consent of the U.S. Swingline Lender and Required Revolving Lenders, or (C) any provision of Section 2.7 without the consent of the Issuing Lender and Required Revolving
Lenders; or 
     (xii)      amend, modify or
waive any provision of Section 4.2 without the consent of the Required Revolving Lenders; or 
     (xiii)     subordinate the Commitments and Loans to any other Indebtedness without the written consent of all Lenders;

  

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provided, further, that no amendment, waiver or consent affecting the rights or duties of the an Agent under any Credit Document shall in any event be effective, unless in writing
and signed by the applicable Agent in addition to the Lenders required hereinabove to take such action. 
 Any
such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrowers, the Lenders, the other Credit Parties, the Agents and all future holders of the
Notes or Credit Party Obligations. In the case of any waiver, the Borrowers, the other Credit Parties, the Lenders and the Agents shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other
Credit Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

 Notwithstanding any of the foregoing to the contrary, (A) the consent of the Borrowers shall not be
required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the
Borrowers of any such amendment, modification or waiver, and (B) any Mortgage Instrument delivered on or about the Closing Date may be amended, modified and supplemented within the period provided by Section 5.12(c) with the consent
of the Collateral Agent at the request of the Company or the Collateral Agent without the need to obtain the consent of any other Lender if such amendment, modification or supplement is executed in order (1) to comply with local law or advice
of local counsel, (2) to cure ambiguities or defects or (3) to cause such Mortgage Instrument to be consistent with this Agreement and the other Credit Documents. In addition, the Borrowers, the Canadian Agent and the Lenders hereby
authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrowers, the Canadian Agent or any Lender in order to reflect any
assignments or transfers of the Loans as provided for hereunder; provided, further, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrowers, the Canadian Agent and each
Lender. 
 Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as
set forth above, (A) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code
supersedes the unanimous consent provisions set forth herein and (B) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. 
 The Borrowers shall be permitted to replace with a replacement financial institution acceptable to the Administrative Agent
any Lender that fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof or of any other Credit Document that requires the unanimous approval of all of the Lenders, the approval of
all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of this Section 9.1, so long as the consent of the Required Lenders shall have been obtained with respect to such
amendment, modification, termination, waiver or consent; provided that (1) such replacement does not conflict with any Requirement of Law, (2) the replacement financial institution shall purchase, at par, all Loans and other amounts
owing to such replaced Lender on or prior to the date of replacement, (3) the replacement financial institution shall approve the proposed amendment, modification, termination, waiver or consent, (4) the Borrowers shall be liable to such
replaced Lender under Section 2.19 if any LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (5) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 9.6 (provided that the Borrowers shall be obligated to pay the registration and processing fee referred to therein), (6) until such time as such replacement shall be
consummated, the

  

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Borrowers shall pay to the replaced Lender all additional amounts (if any) required pursuant to Section 2.17, 2.18 or 2.20(a), as the case may be, (7) the Borrowers
provide at least three (3) Business Days’ prior notice to such replaced Lender, and (8) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any other Lender shall have
against the replaced Lender. In the event any replaced Lender fails to execute the agreements required under Section 9.6 in connection with an assignment pursuant to this Section 9.1, the Borrowers may, upon two
(2) Business Days’ prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrowers to require such replacement cease to apply. 
 9.2
        Notices. 
     (a)        All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy or other electronic
communications as provided below), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (a) when delivered by hand, (b) when transmitted via telecopy (or other facsimile device) to the number set
out herein, (c) the day following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service, or (d) the third Business Day following the day on which
the same is sent by certified or registered mail, postage prepaid, in each case addressed as follows in the case of the Borrowers, the other Credit Parties and the Agents, and as set forth on Schedule 9.2 in the case of the Lenders, or to
such other address as may be hereafter notified by the respective parties hereto and any future holders of the Notes and Credit Party Obligations: 
 if to any of the Credit Parties 
 c/o Rock-Tenn Company 
 504 Thrasher Street, N.W. 
 Norcross, Georgia 30071-1956 
 Attention:           Chief Financial Officer 

Telecopier:         (770) 263-3582 
 Telephone:         (678) 291-7540 
 With a copy to: 
 Rock-Tenn Company 
 504
Thrasher Street, N.W. 
 Norcross, Georgia 30071-1956 
 Attention:           General Counsel 
 Telecopier:         (770) 263-3582 
 Telephone:         (770) 263-4456 
  

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 if to the Administrative Agent or Collateral Agent:

 Wachovia Bank, National Association 
 1525 W. W.T. Harris Blvd. 
 Building 3A2 Mailcode NC0680 
 Charlotte, North Carolina 28262 
 Attention:           Syndication Agency Services

 Telecopier:         (704) 590-2790 
 Telephone:         (704) 590-2770 
 With a copy to: 
 Wachovia Bank, National Association 
 One Wachovia Center, DC-5 
 Charlotte, North Carolina 28288-0737 
 Attention:           Andrew Payne, Agency Management Group

 Telecopier:         (704) 383-1106 
 Telephone:         (704) 383-7611 
 if to the Canadian Agent: 
 Medina Sales de Andrade 
 Vice President 
 Portfolio Management 
 Bank
of America, N.A., Canada Branch 
 200 Front Street West, Suite 2700 
 Toronto, Ontario. 
 M5V 3L2 
 Telecopier:
  (416) 349-4283 
 Telephone:   (416) 349-5433 
 E-Mail:         medina.sales_de_andrade@bankofamerica.com

 With a copy to: 
 Michael Letson, Jr. 
 Vice President 
 Forest
Products, Paper & Packaging 
 Bank of America, N.A. 
 315 Montgomery Street, 6th Fl. 
 San Francisco, California 94104 
 Telecopier:       (415) 622-4585 
 Telephone:       (415) 953-0604 
 E-Mail:
            michael.l.letson_jr@bankofamerica.com 
     (b)        Notices and other communications to the Lenders or the Agents hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the applicable Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable,
has notified the Agents that it is incapable of receiving notices under such Section by electronic communication. The Agents or the Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures

  

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approved by it; provided that approval of such procedures may be limited to particular notices or communications. 
 Unless the Agents otherwise prescribe, (i) notices and other communications sent to an e-mail address
shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided
that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address therefor. 
 9.3        No Waiver; Cumulative Remedies. 
 No failure
to exercise and no delay in exercising, on the part of the Agents or any Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law. 
 9.4        Survival of Representations
and Warranties. 
 All representations and warranties made hereunder and in any document, certificate or
statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Credit Agreement and the Notes and the making of the Loans; provided that all such representations and warranties shall terminate
on the date upon which the Commitments have been terminated and all Credit Party Obligations have been paid in full. 
 9.5        Payment of Expenses and Taxes. 
     (a)        Costs and Expenses. The Credit Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliates (including the
reasonable fees, charges and disbursements of counsel for the Agents), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Agents, in connection with the syndication of the credit facilities provided
for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender and each Swingline Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit
or Swingline Loan or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Agents, each Lender, the Issuing Lender and the Swingline Lenders (including the fees, charges and disbursements of counsel for any of
the Agents, Lenders, Issuing Lender and Swingline Lenders), and all fees and time charges for attorneys who may be employees of any of the Agents, Lenders, Issuing Lender and Swingline Lenders, in connection with the enforcement or protection of its
rights (A) in connection with this Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued

  

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hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Credit Documents, Loans or Letters of Credit. 
     (b)        Indemnification by the Credit
Parties. The Credit Parties shall indemnify the Agents (and any sub-agent thereof), each Lender, the Issuing Lender and the Swingline Lenders, and each Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and
shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the
Borrowers or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or
alleged presence or release of Hazardous Substances on or from any property owned or operated by any Credit Party or any of its Subsidiaries, or any liability under Environmental Law related in any way to any Credit Party or any of its Subsidiaries,
or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Borrower or any other Credit Party,
and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. 
     (c)        Reimbursement by Lenders. To the extent that the Credit Parties for any reason fail to indefeasibly
pay any amount required under subsections (a) or (b) of this Section to be paid by it to the Agents (or any sub-agent thereof), the Issuing Lender, Swingline Lenders or any Related Party of any of the foregoing, each Lender
severally agrees to pay to each Agent (or any such sub-agent), the Issuing Lender, each Swingline Lender or such Related Party, as the case may be, such Lender’s Commitment Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any
such sub-agent), the Issuing Lender or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for an Agent (or any such sub-agent), Issuing Lender or Swingline Lender in connection with such
capacity. 
     (d)        Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Credit Parties shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or
thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the transmission of any information or other materials through

  

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telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

     (e)        Payments.
All amounts due under this Section shall be payable promptly/not later than five (5) days after demand therefor. 
 9.6        Successors and Assigns; Participations; Purchasing Lenders. 
     (a)        Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrowers nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of the Agents and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way
of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any
other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement. 
     (b)        Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: 
     (i)        Minimum Amounts.

    (A)        in the case of an
assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and 
    (B)        in any case not
described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date) shall not be less than U.S.$2,500,000, in the case of any assignment in respect of a revolving facility, or U.S.$1,000,000, in the case of any assignment in respect of a term facility, unless each of
the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed). 
     (ii)       Proportionate Amounts. Each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that

  

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this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Tranches on a non-pro rata basis. 
     (iii)      Required Consents. No consent shall
be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 
    (A)        the consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of
Default has occurred and is continuing at the time of such assignment, (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund or (z) the primary syndication of the Loans has not been completed as determined by
Wachovia; 
    (B)        the consent of
the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) a Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of
such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) a Term Loan A Commitment or a Term Loan B Commitment to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; 

   (C)        the consent of the Canadian Agent
(such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Canadian Revolving Commitment if such assignment is to a Person that is not a Canadian Lender with a Canadian Revolving Commitment, an
Affiliate of such Lender or an Approved Fund with respect to such Lender; and 
    (D)        the consent of the Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment.

     (iv)       Assignment and
Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of U.S.$3,500 (unless waived by the Administrative Agent in its sole
discretion) and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
     (v)        No Assignment to a Credit Party. No such assignment shall be made to any Credit Party or any of Credit Party’s
Affiliates or Subsidiaries. 
     (vi)       No Assignment to Natural Persons. No such assignment shall be made to a natural person. 
     (vii)      Canadian Assignments. A Canadian
Lender may only assign Canadian Revolving Commitments and Canadian Revolving Loans to another Canadian Lender. 
     Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each
Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the

  

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interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.18 and 9.5 with respect to facts and circumstances occurring prior
to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d) of this Section. 
     (c)        Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of
its offices in Charlotte, North Carolina a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any
Lender, at any reasonable time and from time to time upon reasonable prior notice. 
     (d)        Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Agents, sell participations to any Person (other than a
natural person or any Credit Party or any Credit Party’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion
of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the Agents and the Lenders, Issuing Lender and Swingline Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. 
     Any agreement or instrument pursuant to which a
Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that
each Participant shall be entitled to the benefits of Sections 2.18 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 9.7 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15 as though it were a Lender. 
     (e)        Limitations upon Participant
Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.18 and 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the applicable Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.20 unless the Borrower is notified of the participation sold to such Participant and

  

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such Participant agrees, for the benefit of the Borrower, to comply with Section 2.20 as though it were a Lender. 
     (f)        Certain Pledges. Any Lender
may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 9.7        Adjustments; Set-off. 
     (a)        If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of
their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate to or for the credit or the account of any Borrower or any other Credit Party against any and all of
the obligations of such Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender or the Issuing Lender, irrespective of whether or not such Lender or the Issuing Lender shall have made
any demand under this Agreement or any other Credit Document and although such obligations of such Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the
branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to notify the Company and the Administrative Agent promptly after any such setoff and application; provided that the
failure to give such notice shall not affect the validity of such setoff and application. 
     (b)        If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or
other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as
provided herein, then the Lender receiving such greater proportion shall (i) notify the applicable Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other
amounts owing them, provided that: 
     (i)        if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest; and 
     (ii)       the provisions of this subsection shall not be construed to apply to (A) any payment made by a Borrower pursuant to and in accordance with the express terms of this
Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letters of Credit to any assignee or participant, other than to any Credit Party or any
Subsidiary thereof (as to which the provisions of this subsection shall apply). 
  

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     (c)        Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such
participation. 
 9.8        Table of Contents and Section
Headings. 
 The table of contents and the Section and subsection headings herein are intended for
convenience only and shall be ignored in construing this Credit Agreement. 
 9.9        Counterparts; Electronic Execution. 
     (a)        This Credit Agreement may be executed by one or more of the parties to this Credit Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same agreement. 
     (b)        The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to
the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act. 
 9.10      Effectiveness; Amendment and
Restatement of Existing Credit Agreement; No Novation. 
 This Credit Agreement shall become effective on the
date on which all of the parties have signed a copy hereof (whether the same or different copies) and shall have delivered the same to the Administrative Agent (or counsel to the Administrative Agent) or, in the case of the Lenders, shall have given
to the Administrative Agent written, telecopied or telex notice (actually received) at such office that the same has been signed and mailed to it. The Credit Parties and the Lenders party to the Existing Credit Agreement each hereby agrees that, at
such time as this Credit Agreement becomes effective pursuant to the terms of the immediately preceding sentence, the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Credit Agreement. This Credit
Agreement shall not constitute a novation, extinguishment or substitution of the obligations of the Credit Parties under the Existing Credit Agreement or in any way release or impair the rights, duties, Credit Party Obligations or Liens created
pursuant to the Existing Credit Agreement or any other existing credit document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by the
Credit Documents executed and delivered in connection herewith, and all of such rights, duties, Credit Party Obligations and Liens are ratified and affirmed by the Borrowers and each other Credit Party. 
 9.11      Severability. 
 Any provision of this Credit Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. 
  

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 9.12      Integration. 
 This Credit Agreement and the other Credit Documents represent the agreement of the Borrowers, the Agents and the Lenders
with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Agents, the Borrowers or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in
the other Credit Documents. 
 9.13      Governing Law. 
 THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS (EXCEPT AS OTHERWISE PROVIDED THEREIN) AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 9.14      Consent to Jurisdiction and Service of Process. 
 All judicial proceedings brought against the Borrowers and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be
brought in the courts of the State of New York in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, each of the Borrowers and the other Credit Parties accepts, for
itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement,
any Note or any other Credit Document from which no appeal has been taken or is available. Each of the Borrowers and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been
notified pursuant thereto, such service being hereby acknowledged by each of the Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the Borrowers, the Agents and the Lenders irrevocably waives any
objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein
shall affect any right that any party hereto may have to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrowers or the other Credit Parties in the court of any other
jurisdiction. 
 9.15      Confidentiality. 
 Each of the Agents, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives who shall maintain the confidential
nature of such Information, (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder, under any other Credit Document or Secured Hedging
Agreement or any action or proceeding relating to this Agreement, any other Credit Document or Secured Hedging Agreement or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to any assignee of or

  

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Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) (i) any actual or prospective counterparty (or its advisors)
to any swap or derivative transaction relating to a Borrower and its obligations, (ii) an investor or prospective investor in securities issued by an Approved Fund that also agrees that Information shall be used solely for the purpose of
evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets
serving as collateral for securities issued by an Approved Fund, or (iv) a nationally recognized rating agency that requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued in
respect of securities issued by an Approved Fund (in each case, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information
confidential), (h) with the consent of the Company or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to any Agent, any Lender, the
Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Credit Parties. 
 9.16      Acknowledgments. 
 Each of the Borrowers and the other Credit Parties each hereby acknowledges that: 
     (a)        it has been advised by counsel in the negotiation, execution and delivery of each Credit Document; 
     (b)        neither any Agent nor any Lender
has any fiduciary relationship with or duty to the Borrowers or any other Credit Party arising out of or in connection with this Credit Agreement and the relationship between the Agents and the Lenders, on one hand, and the Borrowers and the other
Credit Parties, on the other hand, in connection herewith is solely that of debtor and creditor; and 
     (c)        no joint venture exists among the Lenders or among the Borrowers and the Lenders. 
 9.17      Waivers of Jury Trial. 
 THE BORROWERS, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT, THE CANADIAN AGENT, THE COLLATERAL AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 
 9.18      Judgment Currency. 
 If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Credit Document in one currency into another currency, the rate of exchange used
shall be that at which in accordance with normal banking procedures the Administrative Agent or the Canadian Agent, as applicable, could purchase the first currency with such other currency on the Business Day preceding that on which final judgment
is given. The obligation of the Borrowers in respect of any such sum due from it to any Agent or any Lender hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement

  

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(the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Agent or such Lender of any sum adjudged to be so due in the
Judgment Currency, such Agent or such Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to any
Agent or any Lender in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Agent or such Lender or the Person to whom such obligation was owing against such loss. If the
amount of the Agreement Currency so purchased is greater than the sum originally due to any Agent or any Lender in such currency, such Agent or such Lender agrees to return the amount of any excess to the Borrowers (or to any other Person who may be
entitled thereto under applicable law). 
 9.19      Subordination of
Intercompany Debt. 
 Each Loan Party agrees that all intercompany Indebtedness among Credit Parties (the
“Intercompany Debt”) is subordinated in right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Agreement to the contrary; provided that no Event of Default has
occurred and is continuing, Credit Parties may make and receive payments with respect to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of any Event of
Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt. In the event that any Credit Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this
Section 9.19 hereof, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent. 
 ARTICLE X  
 GUARANTY OF COMPANY OBLIGATIONS 
 10.1        The Guaranty. 
 In order to induce the
Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the U.S. Guarantors
from the Extensions of Credit hereunder and under any Secured Hedging Agreement, each of the U.S. Guarantors hereby agrees with the Agents and the Lenders as follows: such U.S. Guarantor hereby unconditionally and irrevocably jointly and severally
guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Company to the Agents and the Lenders. If any or all of the
indebtedness becomes due and payable hereunder or under any Secured Hedging Agreement, each U.S. Guarantor unconditionally promises to pay such indebtedness to the Agents, the Lenders, the Secured Hedging Agreement Providers, or their respective
order, on demand, together with any and all reasonable expenses which may be incurred by the Agents or the Lenders in collecting any of the Credit Party Obligations of the Company. The word “indebtedness” is used in this Article X
in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Company, including specifically all Credit Party Obligations of the Company, arising in connection with this Credit Agreement, the other
Credit Documents or any Secured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether
or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Company may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter
become barred

  

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by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. 
 Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a U.S. Guarantor shall be adjudicated to be
invalid or unenforceable for any reason (including, without limitation, because of any applicable state, federal or provincial law relating to fraudulent conveyances or transfers) then the obligations of each such U.S. Guarantor hereunder shall be
limited to the maximum amount that is permissible under applicable law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code). 
 10.2        Bankruptcy. 
 Additionally, each of the U.S. Guarantors unconditionally and irrevocably guarantees jointly and severally the payment of any and all Credit Party Obligations of the Company to the Lenders and any Hedging
Agreement Provider whether or not due or payable by the Company upon the occurrence of any of the events specified in Section 7.1(g), and unconditionally promises to pay such Credit Party Obligations to the Administrative Agent for the
account of the Lenders and to any such Hedging Agreement Provider, or order, on demand, in lawful money of the United States. Each of the U.S. Guarantors further agrees that to the extent that the Company or a U.S. Guarantor shall make a payment or
a transfer of an interest in any property to any Agent, any Lender or any Hedging Agreement Provider, which payment or transfer or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, or otherwise is avoided,
and/or required to be repaid to the Company or a U.S. Guarantor, the estate of the Company or a U.S. Guarantor, a trustee, receiver or any other party under any bankruptcy law, state, provincial or federal law, common law or equitable cause, then to
the extent of such avoidance or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made. 
 10.3        Nature of Liability. 
 The liability of each U.S. Guarantor hereunder is exclusive and independent of any security for or other guaranty of the
Credit Party Obligations of the Company whether executed by any such U.S. Guarantor, any other guarantor or by any other party, and no U.S. Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to
application of payment by the Company or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Company, or (c) any
payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Company, or (e) any payment made to any Agent, Lender or Hedging Agreement
Provider on the Credit Party Obligations of the Company which such Agent, Lender or Hedging Agreement Provider repays the Company pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding,
and each of the U.S. Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. 
 10.4        Independent Obligation. 
 The obligations of each U.S. Guarantor hereunder are independent of the obligations of any other U.S. Guarantor or the Company, and a separate action or actions may be brought and prosecuted against each
U.S. Guarantor whether or not action is brought against any other U.S. Guarantor or the Company and whether or not any other U.S. Guarantor or the Company is joined in any such action or actions. 
  

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 10.5        Authorization.

 Each of the U.S. Guarantors authorizes the each Agent, each Lender and each Hedging Agreement Provider without
notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change
the time for payment of, or otherwise change the terms of the Credit Party Obligations or any part thereof in accordance with this Agreement and any Secured Hedging Agreement, as applicable, including any increase or decrease of the rate of interest
thereon, (b) take and hold security from any U.S. Guarantor or any other party for the payment of this Guaranty or the Credit Party Obligations and exchange, enforce waive and release any such security, (c) apply such security and direct
the order or manner of sale thereof as the Agents and the Lenders in their discretion may determine and (d) release or substitute any one or more endorsers, U.S. Guarantors, the Company or other obligors. 
 10.6        Reliance. 
 It is not necessary for the Agents, the Lenders or any Hedging Agreement Provider to inquire into the capacity or powers of
the Company or the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Credit Party Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

 10.7        Waiver. 
       (a)        Each of the U.S.
Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require any Agent, any Lender or any Hedging Agreement Provider to (i) proceed against the Company, any other guarantor or any other party,
(ii) proceed against or exhaust any security held from the Company, any other guarantor or any other party, or (iii) pursue any other remedy in any Agent’s, any Lender’s or any Hedging Agreement Provider’s power whatsoever.
Each of the U.S. Guarantors waives any defense based on or arising out of any defense of the Company, any other guarantor or any other party other than payment in full of the Credit Party Obligations of the Company (other than contingent indemnity
obligations), including, without limitation, any defense based on or arising out of (i) the disability of the Company, any other Guarantor or any other party, (ii) the unenforceability of the Credit Party Obligations or any part thereof
from any cause, (iii) the cessation from any cause of the liability of the Company other than payment in full of the Credit Party Obligations of the Company, (iv) any amendment, waiver or modification of the Credit Party Obligations,
(v) any substitution, release, exchange or impairment of any security for any of the Credit Party Obligations, (vi) any change in the corporate existence or structure of a Borrower or any other Guarantor, (vii) any claims or rights of
set off that such Guarantor may have, and/or (viii) any Requirement of Law or order of any Governmental Authority affecting any term of the Credit Party Obligations. Each of the Agents may, at its election, foreclose on any security held by
such Agent by one or more judicial or nonjudicial sales (to the extent such sale is permitted by applicable law), or exercise any other right or remedy such Agent or any Agent or Lender may have against the Company or any other party, or any
security, without affecting or impairing in any way the liability of any U.S. Guarantor hereunder except to the extent the Credit Party Obligations of the Company have been paid in full and the Commitments have been terminated. Each of the U.S.
Guarantors waives any defense arising out of any such election by any of the Agents or Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the U.S. Guarantors
against the Company or any other party or any security. 
  

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       (b)        Each of the U.S. Guarantors waives all presentments, demands for performance, protests and notices, including, without limitation, notices of
nonperformance, notice of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional Credit Party Obligations. Each U.S. Guarantor assumes all responsibility for
being and keeping itself informed of the Company’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Credit Party Obligations and the nature, scope and extent of the risks which such U.S.
Guarantor assumes and incurs hereunder, and agrees that neither any Agent nor any Lender shall have any duty to advise such U.S. Guarantor of information known to it regarding such circumstances or risks. 
       (c)        Each of the U.S.
Guarantors hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code, or otherwise) to the claims of the
Lenders or any Hedging Agreement Provider against the Company or any other guarantor of the Credit Party Obligations of the Company owing to the Lenders or such Hedging Agreement Provider (collectively, the “Other Parties”) and all
contractual, statutory or common law rights of reimbursement, contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guaranty until such time as the Credit Party Obligations of the Company shall
have been paid in full and the Commitments have been terminated. Each of the U.S. Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Agents, the Lenders or any Hedging Agreement Provider now have or may
hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Credit Party Obligations of the Company and any benefit of, and any right to participate in, any security or collateral given to or for the benefit
of the Lenders and/or the Hedging Agreement Providers to secure payment of the Credit Party Obligations of the Company until such time as the Credit Party Obligations of the Company (other than contingent indemnity obligations) shall have been paid
in full and the Commitments have been terminated. 
 10.8        Limitation on Enforcement. 
 The Lenders and
the Hedging Agreement Providers agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders or such Hedging Agreement Provider (only with respect to obligations under
the applicable Secured Hedging Agreement) and that no Lender or Hedging Agreement Provider shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be
exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Credit Agreement and for the benefit of any Hedging Agreement Provider under any Secured Hedging Agreement. The Lenders and the Hedging Agreement Providers
further agree that this Guaranty may not be enforced against any director, officer, employee or stockholder of the U.S. Guarantors. Notwithstanding the inclusion of Secured Hedging Agreements in the definition of “Credit Party Obligations”
or any other provision contained in this Credit Agreement or any of the other Credit Documents, so long as any Credit Party Obligations are outstanding under the Credit Documents, the Hedging Agreement Providers shall not, in such capacity, have any
right to approve or consent to any amendments, modifications, releases or terminations of any kind whatsoever relating to this Guaranty, or to any determinations relating to exercise of rights or remedies in respect of this Guaranty;
provided, that the foregoing shall not be deemed to modify the rights of such Hedging Agreement Providers arising out of Secured Hedging Agreements to share pari passu with the proceeds of this Guaranty and the Collateral. 
  

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 10.9        Confirmation of
Payment. 
 The Administrative Agent and the Lenders will, upon request after payment of the indebtedness and
obligations which are the subject of this Guaranty and termination of the Commitments relating thereto, confirm to the Company, the U.S. Guarantors or any other Person that such indebtedness and obligations have been paid and the Commitments
relating thereto terminated, subject to the provisions of Section 10.2. 
 ARTICLE XI  
 GUARANTY OF CANADIAN OBLIGATIONS 
 11.1        The Guaranty. 
 In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be
received by the Guarantors from the Extensions of Credit hereunder and under any Secured Hedging Agreement, each of the Guarantors hereby agrees with the Agents and the Lenders as follows: such Guarantor hereby unconditionally and irrevocably
jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Canadian Borrower to the Agents and the
Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Secured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Agents, the Lenders, the Hedging Agreement Providers, or
their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Agents or the Lenders in collecting any of the Canadian Obligations. The word “indebtedness” is used in this Article XI in
its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Canadian Borrower, including specifically all Canadian Obligations, arising in connection with this Credit Agreement, the other Credit
Documents or any Secured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not
such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Canadian Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter
become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. 
 Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor would either breach any applicable law, including,
without limitation, the Companies Act (Quebec) or shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of the provisions of the Companies Act (Quebec) or any other applicable state, provincial or
federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under or would not otherwise breach applicable law (whether federal, state
or provincial and including, without limitation, the Bankruptcy Code and the Companies Act (Quebec)). 
 11.2        Bankruptcy. 
 Additionally, each of the
Guarantors unconditionally and irrevocably guarantees jointly and severally the payment of any and all Canadian Obligations of the Canadian Borrower to the Lenders and any Hedging Agreement Provider whether or not due or payable by the Canadian
Borrower upon the occurrence of any of the events specified in Section 7.1(g), and unconditionally promises to pay such

  

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Canadian Obligations to the Canadian Agent for the account of the Lenders and to any such Hedging Agreement Provider, or order, on demand, in lawful money of the United States. Each of the
Guarantors further agrees that to the extent that the Canadian Borrower or a Guarantor shall make a payment or a transfer of an interest in any property to the Canadian Agent, any Lender or any Hedging Agreement Provider, which payment or transfer
or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, or otherwise is avoided, and/or required to be repaid to the Canadian Borrower or a Guarantor, the estate of the Canadian Borrower or a Guarantor, a trustee,
receiver or any other party under any bankruptcy law, state, provincial or federal law, common law or equitable cause, then to the extent of such avoidance or repayment, the obligation or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if said payment had not been made. 
 11.3        Nature of Liability. 
 The liability of each
Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Canadian Obligations of the Canadian Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s
liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Canadian Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a
guarantor or of any other party as to the Canadian Obligations of the Canadian Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change
in personnel by the Canadian Borrower, or (e) any payment made to any Agent, any Lender or any Hedging Agreement Provider on the Canadian Obligations which such Agent, such Lender or such Hedging Agreement Provider repays the Canadian Borrower
pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such
proceeding. 
 11.4        Independent Obligation. 
 The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Canadian
Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Canadian Borrower and whether or not any other Guarantor or the Canadian Borrower is
joined in any such action or actions. 
 11.5        Authorization. 
 Each of the Guarantors
authorizes the Agents, each Lender and each Hedging Agreement Provider without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time
to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Canadian Obligations or any part thereof in accordance with this Agreement and any Secured Hedging
Agreement, as applicable, including any increase or decrease of the rate of interest thereon, (b) take and hold security from any Guarantor or any other party for the payment of this Guaranty or the Canadian Obligations and exchange, enforce,
waive and release any such security, (c) apply such security and direct the order or manner of sale thereof as the Agents and the Lenders in their discretion may determine and (d) release or substitute any one or more endorsers,
Guarantors, the Canadian Borrower or other obligors. 
  

 136 








 11.6        Reliance.

 It is not necessary for the Agents, the Lenders or any Hedging Agreement Provider to inquire into the capacity
or powers of the Canadian Borrower or the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Canadian Obligations made or created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder. 
 11.7        Waiver. 
       (a)        Each of the Guarantors
waives any right (except as shall be required by applicable statute and cannot be waived) to require the Agents, any Lender or any Hedging Agreement Provider to (i) proceed against the Canadian Borrower, any other guarantor or any other party,
(ii) proceed against or exhaust any security held from the Canadian Borrower, any other guarantor or any other party, or (iii) pursue any other remedy in the Agents’, any Lender’s or any Hedging Agreement Provider’s power
whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of the Canadian Borrower, any other guarantor or any other party other than payment in full of the Canadian Obligations (other than contingent indemnity
obligations), including, without limitation, any defense based on or arising out of (i) the disability of the Canadian Borrower, any other guarantor or any other party, (ii) the unenforceability of the Canadian Obligations or any part
thereof from any cause, (iii) the cessation from any cause of the liability of the Canadian Borrower other than payment in full of the Canadian Obligations, (iv) any amendment, waiver or modification of the Canadian Obligations,
(v) any substitution, release, exchange or impairment of any security for any of the Canadian Obligations, (vi) any change in the corporate existence or structure of the Canadian Borrower or any other Guarantor, (vii) any claims or
rights of set off that such Guarantor may have, and/or (viii) any Requirement of Law or order of any Governmental Authority affecting any term of the Canadian Obligations. The Agents may, at their election, foreclose on any security held by the
Agents by one or more judicial or nonjudicial sales (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Agents or any Lender may have against the Canadian Borrower or any other party, or any security,
without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Canadian Obligations have been paid in full and the Commitments have been terminated. Each of the Guarantors waives any defense arising out
of any such election by the Agents or any of the Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantors against the Canadian Borrower or any other
party or any security. 
       (b)        Each of the Guarantors waives all presentments, demands for performance, protests and notices, including, without limitation, notices of nonperformance,
notice of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional Canadian Obligations. Each Guarantor assumes all responsibility for being and keeping itself
informed of the Canadian Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Canadian Obligations and the nature, scope and extent of the risks which such Guarantor assumes and
incurs hereunder, and agrees that neither the Agents nor any Lender shall have any duty to advise such Guarantor of information known to it regarding such circumstances or risks. 
       (c)        Each of the Guarantors
hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code, or otherwise) to the claims of the Lenders or any
Hedging Agreement Provider against the Canadian Borrower or any other guarantor of the

  

 137 








 
Canadian Obligations of the Canadian Borrower owing to the Lenders or such Hedging Agreement Provider (collectively, the “Other Parties”) and all contractual, statutory or common
law rights of reimbursement, contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guaranty until such time as the Canadian Obligations shall have been paid in full and the Commitments have been
terminated. Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Agents, the Lenders or any Hedging Agreement Provider now have or may hereafter have against any Other Party, any endorser or
any other guarantor of all or any part of the Canadian Obligations of the Canadian Borrower and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Lenders and/or the Hedging Agreement
Providers to secure payment of the Canadian Obligations of the Canadian Borrower until such time as the Canadian Obligations (other than contingent indemnity obligations) shall have been paid in full and the Commitments have been terminated.

 11.8    Limitation on Enforcement. 
 The Lenders and the Hedging Agreement Providers agree that this Guaranty may be enforced only by the action of the
Administrative Agent or Canadian Agent acting upon the instructions of the Required Lenders or such Hedging Agreement Provider (only with respect to obligations under the applicable Secured Hedging Agreement) and that no Lender or Hedging Agreement
Provider shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Canadian Agent for the benefit of the Lenders
under the terms of this Credit Agreement and for the benefit of any Hedging Agreement Provider under any Secured Hedging Agreement. The Lenders and the Hedging Agreement Providers further agree that this Guaranty may not be enforced against any
director, officer, employee or stockholder of the Guarantors. Notwithstanding the inclusion of Secured Hedging Agreements in the definition of “Credit Party Obligations” or any other provision contained in this Credit Agreement or any of
the other Credit Documents, so long as any Credit Party Obligations are outstanding under the Credit Documents, the Hedging Agreement Providers shall not, in such capacity, have any right to approve or consent to any amendments, modifications,
releases or terminations of any kind whatsoever relating to this Guaranty, or to any determinations relating to exercise of rights or remedies in respect of this Guaranty; provided, that the foregoing shall not be deemed to modify the rights
of such Hedging Agreement Providers arising out of Hedging Agreements to share pari passu with the proceeds of this Guaranty and the Collateral. 
 11.9        Confirmation of Payment. 
 The Agents and the Lenders will, upon request after payment of the indebtedness and obligations which are the subject of this Guaranty and termination of the Commitments relating thereto, confirm to the
Canadian Borrower, the Guarantors or any other Person that such indebtedness and obligations have been paid and the Commitments relating thereto terminated, subject to the provisions of Section 11.2. 
 ARTICLE XII  
 SPECIAL PROVISIONS APPLICABLE TO LENDERS 
 UPON THE OCCURRENCE OF A SHARING EVENT

  

 138 








 12.1        Participations.

 Upon the occurrence and during the continuation of a Sharing Event, the Lenders shall automatically and
without further action be deemed to have exchanged interests in the outstanding Loans, outstanding Letters of Credit and outstanding Bankers’ Acceptance Advances such that, in lieu of the interests of each Lender in each Loan, each outstanding
Letter of Credit and each Bankers’ Acceptance Advance, such Lender shall hold an interest in all Loans made to the Borrowers, all outstanding Letters of Credit issued for the account of such Persons or their Subsidiaries at such time, and all
Bankers’ Acceptance Advances made for the account of the Borrowers, whether or not such Lender shall previously have participated therein, equal to such Lender’s Exchange Percentage thereof. The foregoing exchanges shall be accomplished
automatically pursuant to this Section 12.1 through purchases and sales of participations in the various Loans and outstanding Letters of Credit as required hereby, although at the request of the Administrative Agent each Lender hereby
agrees to enter into customary participation agreements approved by the Administrative Agent to evidence the same. All purchases and sales of participating interests pursuant to this Section 12.1 shall be made in U.S. Dollars. At the
request of the Administrative Agent, each Lender which has sold participations in any of its Loans and outstanding Letters of Credit as provided above (through the Administrative Agent) will deliver to each Lender (through the Administrative Agent)
which has so purchased a participating interest therein a participation certificate in the appropriate amount as determined in conjunction with the Administrative Agent and the Canadian Agent. It is understood that the amount of funds delivered by
each Lender shall be calculated on a net basis, giving effect to both the sales and purchases of participations by the various Lenders as required above. 
 12.2        Administrative Agent’s Determinations Binding. 
 All determinations by the Administrative Agent pursuant to this Article XII shall be made by it in accordance with the provisions herein and with the intent being to equitably share the credit risk
after a Sharing Event for all Loans and Letters of Credit and other Extensions of Credit hereunder in accordance with the provisions hereof. Absent manifest error, all determinations by the Administrative Agent hereunder shall be binding on the
Credit Parties and each of the Lenders. The Administrative Agent shall have no liability to any Credit Party or Lender hereunder for any determinations made by it hereunder except to the extent resulting from the Administrative Agent’s gross
negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). 
 12.3        Participation Payments in U.S. Dollars. 
 Upon, and after, the occurrence of a Sharing Event (a) no further Credit Extensions shall be made, (b) all amounts from time to time accruing with respect to, and all amounts from time to time
payable on account of, Loans denominated in Canadian Dollars (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such Sharing Event) shall be payable in U.S. Dollars (taking the Dollar Amount
of such amounts on the date payment is made with respect thereto) and shall be distributed by the Administrative Agent for the account of the Lenders which made such Loans or are participating therein and (c) all Commitments shall be
automatically terminated. Notwithstanding anything to the contrary contained above, the failure of any Lender to purchase its participating interests as required above in any Extensions of Credit upon the occurrence of a Sharing Event shall not
relieve any other Lender of its obligation hereunder to purchase its participating interests in a timely manner, but no Lender shall be responsible for the failure of any other Lender to purchase the participating interest to be purchased by such
other Lender on any date. 
  

 139 








 12.4        Delinquent
Participation Payments. 
 If any amount required to be paid by any Lender pursuant to this Article
XII is not paid to the Administrative Agent on the date upon which the Sharing Event occurred, such Lender shall, in addition to such aforementioned amount, also pay to the Administrative Agent on demand an amount equal to the product of
(a) the amount so required to be paid by such Lender for the purchase of its participations, (b) the daily average Federal Funds Rate, during the period from and including the date of request for payment to the date on which such payment
is immediately available to the Administrative Agent and (c) a fraction the numerator of which is the number of days that elapsed during such period and the denominator of which is 360. A certificate of the Administrative Agent submitted to any
Lender with respect to any amounts payable under this Article XII shall be conclusive in the absence of manifest error. Amounts payable by any Lender pursuant to this Article XII shall be paid to the Administrative Agent for the
account of the relevant Lenders; provided that, if the Administrative Agent (in its sole discretion) has elected to fund on behalf of such other Lender the amounts owing to such other Lenders, then the amounts shall be paid to the
Administrative Agent for its own account. 
 12.5        Settlement
of Participation Payments. 
 Whenever, at any time after the relevant Lenders have received from any other
Lenders purchases of participations pursuant to this Article XII, the various Lenders receive any payment on account thereof, such Lenders will distribute to the Administrative Agent, for the account of the various Lenders participating
therein, such Lenders’ participating interests in such amounts (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such participations were outstanding) in like funds as received;
provided, however, that in the event that such payment received by any Lenders is required to be returned, the Lenders who received previous distributions in respect of their participating interests therein will return to the
respective Lenders any portion thereof previously so distributed to them in like funds as such payment is required to be returned by the respective Lenders. 
 12.6        Participation Obligations Absolute. 
 Each Lender’s obligation to purchase participating interests pursuant to this Article XII shall be absolute and unconditional and shall not be affected by any
circumstance including, without limitation, (a) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Credit Party or any other Person for any reason whatsoever, (b) the
occurrence or continuance of a Default or an Event of Default, (c) any adverse change in the condition (financial or otherwise) of any Credit Party or any other Person, (iv) any breach of this Agreement by any Credit Party, any Lender or
any other Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 
 12.7        Increased Costs; Indemnities. 
 Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as required above, (a) each Lender which has purchased such participations shall be
entitled to receive from the Borrowers any increased costs and indemnities directly from Borrowers to the same extent as if it were the direct Lender as opposed to a participant therein and (b) each Lender which has sold such participations
shall be entitled to receive from the Borrowers indemnification from and against any and all Taxes imposed as a result of the sale of the participations pursuant to this Article XII. Each Borrower acknowledges and agrees that, upon the
occurrence of a Sharing Event and after giving effect to the requirements of this Article XII, increased Taxes may be owing by it pursuant to Section 2.20, which Taxes shall be paid (to the extent provided in
Section 2.20)

  

 140 








 
by the respective Borrower or Borrowers, without any claim that the increased Taxes are not payable because same resulted from the participations effected as otherwise required by this Article
XII. 
 12.8        Provisions Solely to Effect Intercreditor
Agreement. 
 The provisions of this Article XII are and are intended solely for the purpose of
effecting a sharing arrangement among the Lenders and reflects an agreement among creditors. Except as contemplated by Sections 12.3 and 12.7, none of the Credit Parties shall have any rights or obligations under this Article
XII. Nothing contained in this Article XII is intended to or shall impair the obligations of the Credit Parties, which are absolute and unconditional, to pay the Credit Party Obligations as and when the same shall become due and payable
in accordance with their terms. 
  

 141 








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

					
	 BORROWERS:
	 	 ROCK-TENN COMPANY

		
		 	 By:        /s/  Steven C.
Voorhees                

		 	 Name:
	 	 Steven C. Voorhees

		 	 Title:
	 	     Executive Vice President and Chief Financial

		 	 Officer
	 	
		
		 	 ROCK-TENN COMPANY OF CANADA

		
		 	 By:         /s/  Steven C.
Voorhees                

		 	 Name:
	 	 Steven C. Voorhees

		 	 Title:
	 	 Executive Vice President and Chief Financial

		 	 Officer
	 	









					
	 U.S. GUARANTORS:
	 	 ALLIANCE ASIA, LLC

		 	 FOLD-PAK, LLC (f/k/a GSD PACKAGING, 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/  Steven C.
Voorhees                        

		 	 Name:
	 	 Steven C. Voorhees

		 	 Title:
	 	 Executive Vice President and Chief Financial Officer

		
	 CANADIAN GUARANTORS:
	 	 ALLIANCE DISPLAY COMPANY OF CANADA
 GROUPE CARTEM WILCO INC.
 LING-INDUSTRIES INC.
 LING-QUEBEC INC.
 ROCK-TENN COMPANY OF CANADA II
 ROCK-TENN COMPANY OF CANADA III
 WILCO INC.

		
		 	 By:       /s/  Steven C.
Voorhees                        

		 	 Name:
	 	 Steven C. Voorhees

		 	 Title:
	 	 Executive Vice President and Chief Financial Officer










					
	 ADMINISTRATIVE 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/  Clara
McGibbon                    

		 	 Name:
	 	 Clara McGibbob

		 	 Title:
	 	 A.V.P.

		
		 	   Yes    Canadian Lender:

		 	 WACHOVIA CAPITAL FINANCE CORPORATION
 (Canada)

		
		 	 By:       /s/  Raymond
Eghobamien            

		 	 Name:
	 	 Raymond Eghobamien

		 	 Title:
	 	 Vice President

		 		 	 Wachovia Capital Finance Corporation (Canada)

		
		 	        Canadian Lender:

		 	 BANK OF AMERICA, N.A.

		
		 	 By:       /s/  Michael L. Letson, Jr.

		 	 Name:
	 	 Michael L. Letson, Jr.

		 	 Title:
	 	 Vice President

		
		 	   Yes   Canadian Lender:

		 	 SUNTRUST BANK

		
		 	 By:       /s/  Bradley J. Staples      

		 	 Name:
	 	 Bradley J. Staples

		 	 Title:
	 	 Managing Director

		
		 	   Yes   Canadian 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/  Brett
Delfino                          

		 	 Name:
	 	 Brett Delfino










					
		 	 Title:
	 	 Executive Director

		
		 	   Yes   Canadian Lender:

		 	 HSBC Bank USA, National Association

		
		 	 By:       /s/  Christopher J.
Mendelson        

		 	 Name:
	 	 Christopher J. Mendelson

		 	 Title:
	 	 First Vice President

		
		 	   No   Canadian Lender:

		 	 NORDEA BANK FINLAND PLC

		 	 ACTING THROUGH ITS NEW YORK

		 	 AND GRAND CAYMAN BRANCHES

		
		 	 By:       /s/  Henrik M.
Steffensen                

		 	 Name:
	 	 Henrik M. Steffensen

		 	 Title:
	 	 Senior Vice President

		
		 	 By:       /s/  Lena
Parker                                

		 	 Name:
	 	 Lena Parker

		 	 Title:
	 	 Vice President

		
		 	      Canadian Lender:

		 	 Citibank, N.A.

		
		 	 By:       /s/  Jason
Quinn                                

		 	 Name:
	 	 Jason Quinn

		 	 Title:
	 	 Vice President

		
		 	      Canadian Lender:

		 	 CoBank, ACB

		
		 	 By:       /s/  Michael
Tousignant                    

		 	 Name:
	 	 Michael Tousignant

		 	 Title:
	 	 Vice President

		
		 	      Canadian Lender:

		 	 JP Morgan Chase Bank, N.A.

		
		 	 By:       /s/  Robert P.
Carswell                        

		 	 Name:
	 	 Robert P. Carswell

		 	 Title:
	 	 Vice President

		
		 	      Canadian Lender:

		 	 BARCLAYS BANK PLC

		
		 	 By:       /s/  David
Barton                                

		 	 Name:
	 	 David Barton

		 	 Title:
	 	 Director










					
		 	      Canadian Lender:

		 	 AgFirst Farm Credit Bank

		
		 	 By:       /s/  Matt
Jeffords                    

		 	 Name:
	 	 Matt Jeffords

		 	 Title:
	 	 Assistant Vice President

		
		 	      Canadian Lender:

		 	 Farm Credit Bank of Texas

		
		 	 By:       /s/  Luis M.H.
Requejo            

		 	 Name:
	 	 Juis M. H. Requejo

		 	 Title:
	 	 Managing Director Capital Markets

		
		 	      Canadian Lender:

		 	 First Pioneer Farm Credit, ACA

		
		 	 By:       /s/  James M.
Papai                    

		 	 Name:
	 	 James M. Papai

		 	 Title:
	 	 Vice President

		
		 	      Canadian Lender:

		 	 FCS Financial, PCA

		
		 	 By:       /s/  Lee
Fuchs                            

		 	 Name:
	 	 Lee Fuchs

		 	 Title:
	 	 Vice President

		
		 	      Canadian Lender:

		 	 United FCS, PCA d/b/a FCS Commercial Finance Group

		
		 	 By:       /s/  Lisa
Caswell                        

		 	 Name:
	 	 Lisa Caswell

		 	 Title:
	 	 Assistant Vice President

		
		 	      Canadian Lender:

		 	 NORTHERN TRUST

		
		 	 By:       /s/  Jason J.
Simon                    

		 	 Name:
	 	 Jason J. Simon

		 	 Title:
	 	 Officer

		
		 	      Canadian Lender:

		 	 1st Farm Credit Services, PCA

		
		 	 By:       /s/  Dale A.
Richardson            

		 	 Name:
	 	 Dale A. Richardson










					
		 	 Title:
	 	 VP, Illinois Capital Markets Group

		
		 	      Canadian Lender:

		 	 RBC CENTURA BANK

		
		 	 By:       /s/  James R.
Pryor                    

		 	 Name:
	 	 James R. Pryor

		 	 Title:
	 	 Managing Director

		
		 	      Canadian Lender:

		 	 AgStar Financial Services, PCA/FLCA

		
		 	 By:       /s/  Troy
Mostaert                    

		 	 Name:
	 	 Troy Mostaert

		 	 Title:
	 	 Vice President

		
		 	      Canadian Lender:

		 	 Farm Credit Services of America, PCA

		
		 	 By:       /s/  Steven L.
Moore                    

		 	 Name:
	 	 Steven L. Moore

		 	 Title:
	 	 Vice President

		
		 	      Canadian Lender:

		 	 Greenstone Farm Credit Services ACA/FLCA

		
		 	 By:       /s/  Jeff
Pavlik                            

		 	 Name:
	 	 Jeff Pavlik

		 	 Title:
	 	 Vice President

		
		 	      Canadian 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

		
		 	      Canadian Lender:

		 	 Farm Credit Services of the Mountain Plains, PCA

		
		 	 By:       /s/  Bradley K.
Leafgren                

		 	 Name:
	 	 Bradley K. Leafgren

		 	 Title:
	 	 Vice President

		
		 	      Canadian Lender:

		 	 Bodgerland Farm Credit Services, FLCA










					
		 	 By:       /s/  Kenneth H.
Rue                    

		 	 Name:
	 	 Kenneth H. Rue

		 	 Title:
	 	 Vice President – Capitol Markets

		
		 	      Canadian Lender:

		 	 Carolina First Bank

		
		 	 By:       /s/  Kevin M.
Short                    

		 	 Name:
	 	 Kevin M. Short

		 	 Title:
	 	 Executive Vice President

		
		 	      Canadian Lender:

		 	 Farm Credit West, PCA

		
		 	 By:       /s/  Ben
Madonna                        

		 	 Name:
	 	 Ben Madonna

		 	 Title:
	 	 Vice President

		
		 	      Canadian Lender:

		 	 AgChoice Farm Credit, ACA

		
		 	 By:       /s/  Mark F.
Kerstetter                

		 	 Name:
	 	 Mark F. Kerstetter

		 	 Title:
	 	 Vice President

		
		 	      Canadian Lender:

		 	 Raymond James Bank, FSB

		
		 	 By:       /s/  Andrew D.
Hahn                    

		 	 Name:
	 	 Andrew D. Hahn

		 	 Title:
	 	 Senior Vice President

		
		 	      Canadian Lender:

		 	 First Tennessee Bank, National Association

		
		 	 By:       /s/  Retcher
Watkins                    

		 	 Name:
	 	 Retcher Watkins

		 	 Title:
	 	 Senior Vice President

		
		 	      Canadian Lender:

		 	 Manufacturers and Traders Trust Company

		
		 	 By:       /s/  Brooks W.
Thropp                

		 	 Name:
	 	 Brooks W. Thropp

		 	 Title:
	 	 Administrative Vice President

		
		 	      Canadian Lender:
 Commerce Bank, N.A.

		 
		
		 	 By:       /s/  Jefferson M.
Green                

		 	 Name:
	 	 Jefferson M. Green

		 	 Title:
	 	 Senior Vice President

		
		 	      Canadian Lender:










					
		 	 Atlantic Capital Bank

		
		 	 By:       /s/  J. Christopher
Deisley                    

		 	 Name:
	 	 J. Christopher Deisley

		 	 Title:
	 	 Senior Vice President

		
		 	      Canadian Lender:
 Chang Hwa Commercial Bank, Ltd., New York Branch

		 
		
		 	 By:       /s/  Jim C.Y.
Chen                               

		 	 Name:
	 	 Jim C.Y. Chen

		 	 Title:
	 	 Vice President & General Manager

		
		 	      U.S. Lender:

		 	 North Fork Business Capital Corporation

		
		 	 By:       /s/  Paul
Dellova                        

		 	 Name:
	 	 Paul Dellova

		 	 Title:
	 	 Senior Vice President

		
		 	      Canadian Lender:
 TriState Capital Bank

		 
		
		 	 By:       /s/  Paul J.
Ovis                        

		 	 Name:
	 	 Paul J. Ovis

		 	 Title:
	 	 Senior Vice President

		
		 	      Canadian Lender:
 Israel Discount Bank of New York

		 
		
		 	 By:       /s/  Andy
Ballta                        

		 	 Name:
	 	 Andy Ballta

		 	 Title:
	 	 Senior Vice President

		
		 	 By:       /s/  Paul
Neydavood                

		 	 Name:
	 	 Paul Neydavood

		 	 Title:
	 	 Assistant Vice President









 Schedule 1.1(a) 
 [FORM OF] 
 ACCOUNT DESIGNATION LETTER

 March     , 2008 
 Wachovia Bank, National Association, 
 as Administrative Agent

 1525 W. W.T. Harris Blvd. 
 Building
3A2 Mailcode NC0680 
 Charlotte, North Carolina 28262 
 Attention: Syndication Agency Services 
 Bank of America, N.A., acting through its Canada Branch,

 as Canadian Agent 
 200 Front Street West, Suite 2700 
 Toronto, Ontario 
 M5V 3L2 
 Attention: Medina Sales de Andrade, VP of
Portfolio Management 
 Ladies and Gentlemen: 
 This Account Designation Letter is delivered to you by Rock-Tenn Company, a Georgia corporation (the “Company”), under the Amended and Restated Credit Agreement
dated as of March     , 2008 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the Company, Rock-Tenn Company of Canada, a Nova Scotia unlimited liability company (the
“Canadian Borrower,” together with the Company the “Borrowers”), the Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as
administrative agent and as collateral agent for the Lenders (the “Administrative Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian
Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement. 
  

 1 








 The Administrative Agent is hereby authorized to disburse the Company’s
Loan proceeds into the following account, unless the Company shall designate, in writing to the Administrative Agent, one or more other accounts: 
  

							
		 	 Bank:                                      
                                         
          
	  	
		 	 ABA Routing Number:                                  
                           
	  	
		 	 Account #:                                     
                                         
   
	  	
		 	 Account Name:                                    
                                     
	  	

  

 2 








 The Canadian Agent is hereby authorized to disburse the Canadian
Borrower’s Loan proceeds into the following account, unless the Canadian Borrower shall designate, in writing to the Canadian Agent, one or more other accounts: 
  

							
		 	 Bank:                                      
                                         
          
	  	
		 	 ABA Routing Number:                                  
                           
	  	
		 	 Account #:                                     
                                         
   
	  	
		 	 Account Name:                                    
                                     
	  	

 Notwithstanding the foregoing, on the Closing Date, funds borrowed
under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions, to be delivered separately. 
 This Account Designation Notice may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 3 








 IN WITNESS WHEREOF, the undersigned have executed this Account Designation
Letter as of the day and year first above written. 
  

							
		 	ROCK-TENN COMPANY,
		 	a Georgia corporation
				
		 	By:	  	  
	  	


							
		 	Name: 	  		  	


							
		 	Title: 	  		  	


							
		
		 	 ROCK-TENN COMPANY OF CANADA,
 a Nova Scotia unlimited liability company

				
		 	By:	  	  
	  	


							
		 	Name: 	  		  	


							
		 	Title: 	  		  	

  

 4 








 Schedule 1.1(b) 
 Existing Letters of Credit* 
  

													
	Customer	  	LC Ref  	  	IRB  	  	Amount ($)  	  	Beneficiary	  	Issue Date	  	Expiry
Date
	ROCK-TENN CO.	  	F500502  	  	N  	  	745,000.00  	  	LUMBERMEN’S MUTUAL CASUALTY	  	6/13/1994  	  	10/1/2008
	ROCK-TENN CO.	  	F500993  	  	Y  	  	2,565,500.78  	  	U.S. BANK NATIONAL ASSOCIATION,	  	3/20/1995  	  	3/15/2009
	ROCK-TENN CO.	  	F501040  	  	Y  	  	6,871,875.00  	  	U.S. BANK NATIONAL	  	5/2/1995  	  	5/5/2009
	ROCK-TENN CO.	  	F501097  	  	Y  	  	2,799,653.00  	  	U.S. BANK NATIONAL	  	7/5/1995  	  	7/15/2008
	ROCK-TENN CO.	  	F501384  	  	Y  	  	1,527,084.00  	  	U.S. BANK NATIONAL	  	6/6/1996  	  	6/15/2008
	ROCK-TENN CO.	  	F501483  	  	Y  	  	1,527,084.00  	  	U.S. BANK NATIONAL	  	10/16/1996  	  	10/16/2008
	ROCK-TENN CO.	  	F502132  	  	Y  	  	3,919,514.00  	  	U.S. BANK NATIONAL ASSOCIATION,	  	7/24/1998  	  	7/15/2008
	ROCK-TENN CO.	  	F503264  	  	Y  	  	2,533,334.00  	  	U.S. BANK NATIONAL ASSOCIATION,	  	4/8/2002  	  	4/1/2009
	ROCK-TENN CO.	  	F840350  	  	N  	  	6,000,000.00  	  	THE TRAVELERS INDEMNITY COMPANY	  	1/3/2003  	  	10/1/2008
	ROCK-TENN CO.	  	F846359  	  	N  	  	1,280,000.00  	  	NATIONAL BANK OF CANADA	  	5/5/2005  	  	11/30/2008
	ROCK-TENN CO.	  	F847663  	  	N  	  	162,500.00  	  	CITIGROUP INC. AND EACH SUBSIDIARY	  	12/21/2005  	  	12/21/2008
	ROCK-TENN CO.	  	F848159  	  	N  	  	53,820.00  	  	NORDEA BANK FINLAND PLC	  	3/23/2006  	  	3/31/2008
	ROCK-TENN CO.	  	F849399  	  	N  	  	4,750,000.00  	  	NATIONAL UNION FIRE INSURANCE	  	12/12/2006  	  	12/15/2008
	ROCK-TENN CO.	  	F849804  	  	N  	  	106,000.00  	  	DIRECTOR	  	3/6/2007  	  	2/16/2009
	ROCK-TENN CO.	  	F841873  	  	N  	  	488,250  	  	M AND T BANK	  	3/4/2008  	  	2/28/2009

 *All Letters of Credit are issued by SunTrust Bank. 
  

 5 








 Schedule 1.1(c) 
 Guarantors 
  

			
	U.S. Guarantors:	  	 Alliance Asia, LLC

		  	 Fold-Pak, LLC (f/k/a GSD Packaging, 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

		
	Canadian Guarantors:	  	 Alliance Display Company of Canada

		  	 Groupe Cartem Wilco Inc.

		  	 Ling Industries Inc.

		  	 Ling Quebec Inc.

		  	 Rock-Tenn Company of Canada II

		  	 Rock-Tenn Company of Canada III

		  	 Wilco Inc.


  

 1 








 Schedule 1.1(d) 
 [FORM OF] 
 NOTICE OF BORROWING 
 [Date] 
 Wachovia Bank, National Association, 
 as Administrative Agent 
 1525 W. W.T. Harris Blvd. 
 Building 3A2 Mailcode NC0680 
 Charlotte, North Carolina 28262 
 Attention: Syndication Agency Services 
 Bank of America,
N.A., acting through its Canada Branch, 
 as Canadian Agent 
 200 Front Street West, Suite 2700 
 Toronto, Ontario 
 M5V 3L2 
 Attention: Medina Sales de Andrade, VP of Portfolio Management 
 Ladies and Gentlemen: 
 Pursuant to Section
[2.1(b)(i)][2.2(b)(i)][2.2(f)(i)][2.5(b)(i)][2.6(b)] of the Amended and Restated Credit Agreement dated as of March     , 2008 (as amended, restated or otherwise modified, the “Credit Agreement;”
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), 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,” together with the Company the “Borrowers”), the Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto,
Wachovia Bank, National Association, as administrative agent and as collateral agent for the Lenders (the “Administrative Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the
Lenders (the “Canadian Agent”), the [Company][Canadian Borrower] hereby requests that the following Loans be made on [insert date] as follows (the “Proposed Borrowing”): 
  

	I.	 [U.S.][Canadian] Revolving Loans 


  

									
	(a)	 	Total Amount of [U.S.][Canadian] Revolving Loans requested	 	[U.S.][C]$                    	 	
					
		 	(i)	 	Amount of I(a) to be allocated to LIBOR Rate Loans1	 	$                    	 	
					
		 	(ii)	 	Amount of I(a) to be allocated to Alternate Base Rate Loans	 	$                    	 	
					
		 	(iii)	 	Amount of I(a) to be allocated	 		 	

  
  
 1 LIBOR Rate is only available on the Closing Date if the Borrower delivers a Funding Indemnity Letter in accordance with
the Credit Agreement 
  

 2 









									
					
		 		 	 to U.S. Base Rate Loans
	 	 $                    
	 	
					
		 	 (iv)
	 	 Amount of I(a) to be allocated to Canadian Prime Rate Loans
	 	 $                    
	 	
					
		 	 (v)
	 	 Amount of I(a) to be allocated to Bankers’ Acceptance Advances
	 	 $                    
	 	
				
	(b)	 	Interest Periods and amounts to be allocated thereto in respect of LIBOR Rate Loans:	 		 	
					
		 	 (i)
	 	 one month
	 	 $                    
	 	
					
		 	 (ii)
	 	 two months
	 	 $                    
	 	
					
		 	 (iii)
	 	 three months
	 	 $                    
	 	
					
		 	 (iv)
	 	 six months
	 	 $                    
	 	
					
		 	 (v)
	 	 nine months*
	 	 $                    
	 	
					
		 	 (vi)
	 	 twelve months*
	 	 $                    
	 	
				
		 	 Total LIBOR Rate Loans [amount must equal I(a)(i)]
	 	 $                    
	 	
				
	 (c)
	 	 BA Periods and amounts to be allocated thereto in respect of Bankers’ Acceptance Advances:
	 		 	
					
		 	 (i)
	 	 one month
	 	 $                    
	 	
					
		 	 (ii)
	 	 two months
	 	 $                    
	 	
					
		 	 (iii)
	 	 three months
	 	 $                    
	 	
					
		 	 (iv)
	 	 six months
	 	 $                    
	 	
				
		 	 Total Bankers’ Acceptance Advances [amount must equal I(a)(v)]
	 	 $                    
	 	

  

	NOTE:	 BORROWINGS OF U.S. REVOLVING LOANS MUST BE IN MINIMUM AGGREGATE DOLLAR AMOUNTS OF (A) WITH RESPECT TO LIBOR RATE LOANS, U.S.$5,000,000 AND IN
INTEGRAL MULTIPLES OF U.S.$1,000,000 IN EXCESS THEREOF, (B) WITH RESPECT TO ALTERNATE BASE RATE LOANS, U.S.$1,000,000 AND IN INTEGRAL MULTIPLES OF U.S.$1,000,000 IN EXCESS THEREOF. 


 BORROWINGS OF CANADIAN REVOLVING LOANS MUST BE IN MINIMUM AGGREGATE DOLLAR AMOUNTS OF (A) WITH RESPECT TO LIBOR RATE
LOANS AND U.S. BASE RATE LOANS, U.S.$5,000,000 AND IN INTEGRAL MULTIPLES OF U.S.$1,000,000 IN EXCESS THEREOF, AND (B) WITH RESPECT TO CANADIAN PRIME RATE LOANS AND BANKERS’ 
  
  

	*	 Subject to the consent of each applicable Lender. 



	*	 Subject to the consent of each applicable Lender. 


  


 3 








 
ACCEPTANCE ADVANCES, C$5,000,000 AND IN INTEGRAL MULTIPLES OF C$1,000,000 IN EXCESS THEREOF. EACH BANKERS’ ACCEPTANCE SHALL HAVE A MINIMUM CANADIAN DOLLAR FACE AMOUNT OF AT LEAST C$100,000.

  

	II.	 [U.S.][Canadian] Swingline Loans 


  

	 	(a)	 Total Amount of [U.S.][Canadian] Swingline Loans
requested    $                     


  

	NOTE:	 U.S. SWINGLINE LOAN BORROWINGS MUST BE IN MINIMUM DOLLAR AMOUNTS OF U.S.$100,000 AND IN INTEGRAL AMOUNTS OF U.S.$100,000 IN EXCESS THEREOF.



 CANADIAN SWINGLINE LOAN BORROWINGS MUST BE IN MINIMUM DOLLAR AMOUNTS OF (A) IF U.S.
BASE RATE LOANS, U.S.$100,000 AND IN INTEGRAL AMOUNTS OF U.S.$100,000 IN EXCESS THEREOF, AND (B) IF CANADIAN PRIME RATE LOANS, C$100,000 AND IN INTEGRAL AMOUNTS OF C$100,000 IN EXCESS THEREOF. 
 The undersigned hereby certifies that the following statements are true on the date hereof and will be true on the date of the Proposed
Borrowing: 
 (A)        the representations and
warranties made by the Credit Parties in the Credit Agreement, in any other Credit Document and in any certificate furnished at any time under or in connection with the Credit Agreement are and will be true and correct, both before and after giving
effect to the Proposed Borrowing and to the application of the proceeds thereof, with the same effect as though such representations and warranties had been made on and as of the date of such Proposed Borrowing (or, with respect to representations
and warranties made as of a certain date, the same shall be true and correct as of such date); 
 (B)        no Default or Event of Default has occurred and is continuing on and as of the date of the Proposed Borrowing, or would result from such Proposed Borrowing; and 
 (C)        immediately after giving effect to the Proposed Borrowing
(and the application of the proceeds thereof), (i) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Aggregate
Revolving Committed Amount, (ii) the aggregate principal Dollar Amount of the outstanding U.S. Revolving Loans, U.S. Swingline Loans and LOC Obligations shall not exceed the U.S. Revolving Committed Amount, (iii) the LOC Obligations shall
not exceed the LOC Committed Amount, (iv) the U.S. Swingline Loans shall not exceed the U.S. Swingline Committed Amount, (v) the Canadian Swingline Loans shall not exceed the Canadian Swingline Committed Amount and (vi) the aggregate
principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Canadian Revolving Loans plus Canadian Swingline Loans shall not exceed the Canadian Revolving Commitment Amount. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 4 








 IN WITNESS WHEREOF, the undersigned have executed this Notice of Borrowing as of the day and
year first above written. 
  

							
		 	[ROCK-TENN COMPANY,
		 	a Georgia corporation
				
		 	By:	  	  
	  	


							
		 	Name: 	  		  	


							
		 	Title:] 	  		  	
		
		 	 [ROCK-TENN COMPANY OF CANADA,
 a Nova Scotia unlimited liability company



							
				
		 	By:	  	  
	  	


							
		 	Name: 	  		  	


							
		 	Title:] 	  		  	

  

 5 








 Schedule 1.1(e) 
 [FORM OF] 
 NOTICE OF EXTENSION/CONVERSION

 [Date] 
 Wachovia Bank, National Association, 
 as Administrative Agent

 1525 W. W.T. Harris Blvd. 
 Building 3A2 Mailcode NC0680 
 Charlotte, North Carolina 28262 
 Attention: Syndication Agency Services 
 Bank of America, N.A., acting through its Canada Branch, 
 as
Canadian Agent 
 200 Front Street West, Suite 2700 
 Toronto, Ontario 
 M5V 3L2 
 Attention: Medina Sales de Andrade, VP of Portfolio Management 
 Ladies and Gentlemen: 
 Pursuant to Section 2.9 of the Amended and Restated Credit
Agreement dated as of March     , 2008 (as amended, restated or otherwise modified, the “Credit Agreement”), 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,” together with the Company the “Borrowers”), the Subsidiaries of the Company from time to time party thereto, the
Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent and as collateral agent for the Lenders (the “Administrative Agent”), and Bank of America, N.A., acting through its Canada Branch,
as Canadian administrative agent for the Lenders (the “Canadian Agent”), the [Company][Canadian Borrower] hereby requests conversion or extension of the following Loans be made on [insert date] as follows (the
“Proposed Conversion/Extension”): 
  

							
	I.	 	Applicable Loan:	  	
		
		 	         U.S. Revolving Loan
                                        
Canadian Revolving Loan
		
		 	         Term Loan A
                                         
             Term Loan B
			
	II.	 	Total Amount of Loans to be converted/extended	  	[U.S.][C$]$                    
				
		 	(a)	  	Amount to be allocated to LIBOR Rate Loans	  	              $                    
				
		 	(b)	  	Amount to be allocated to Alternate Base Rate Loans	  	              $                    
				
		 	(c)	  	Amount to be allocated to U.S. Base Rate Loans	  	              $                    
				
		 	(d)	  	Amount to be allocated to Canadian Prime Rate Loans	  	              $                    
				
		 	(e)	  	Amount to be allocated to Bankers’ Acceptance Advances	  	              $                    

  

 6 









							
		
	III.	 	Interest Periods and amounts to be allocated thereto in respect of LIBOR Rate Loans
				
		 	(a)	  	one month	  	$                    
				
		 	(b)	  	two months	  	$                    
				
		 	(c)	  	three months	  	$                    
				
		 	(d)	  	six months	  	$                    
				
		 	(e)	  	nine months*	  	$                    
				
		 	(f)	  	twelve months*	  	$                    
			
		 	Total LIBOR Rate Loans [amount must equal II(a)]	  	$                    
		
	IV.	 	BA Periods and amounts to be allocated thereto in respect of Bankers’ Acceptance Advances
				
		 	(a)	  	one month	  	$                    
				
		 	(b)	  	two months	  	$                    
				
		 	(c)	  	three months	  	$                    
				
		 	(d)	  	six months	  	$                    
			
		 	Total Bankers’ Acceptance Advances [amount must equal II(e)]	  	$                    

  

	NOTE:	 PARTIAL CONVERSIONS MUST BE AN AGGREGATE AMOUNT OF U.S.$5,000,000 OR C$5,000,000, AS THE CASE MAY BE, OR A WHOLE MULTIPLE DOLLAR AMOUNT OF
U.S.$1,000,000 OR C$1,000,000, AS THE CASE MAY BE, IN EXCESS THEREOF. 


 [REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK] 
  

	*	 Subject to the consent of each applicable Lender. 



	*	 Subject to the consent of each applicable Lender. 


  


 7 








 The undersigned hereby certifies that no Default or Event of Default has occurred and is
continuing or would result from such Proposed Conversion/Extension or from the application of the proceeds thereof. 
  

							
		 	 Very truly yours,

		
		 	[ROCK-TENN COMPANY,
		 	a Georgia corporation
				
		 	By:	  	  
	  	


							
		 	Name: 	  		  	


							
		 	Title:] 	  		  	


							
		
		 	 [ROCK-TENN COMPANY OF CANADA,
 a Nova Scotia unlimited liability company

				
		 	By:	  	  
	  	


							
		 	Name: 	  		  	


							
		 	Title:] 	  		  	

  

 8 








 Schedule 1.1(f) 
 [FORM OF] 
 SECURED PARTY DESIGNATION NOTICE 

 [Date] 
 Wachovia Bank, National Association, 
         as Administrative Agent 
 1525 W. W.T. Harris Blvd. 
 Building 3A2 Mailcode NC0680 
 Charlotte, North Carolina 28262 
 Attention: Syndication Agency Services

 Bank of America, N.A., acting through its Canada Branch, 
         as Canadian Agent 
 200 Front Street West, Suite 2700 
 Toronto, Ontario 
 M5V 3L2 
 Attention: Medina Sales de Andrade, VP of Portfolio
Management 
 Ladies and Gentlemen: 
 In accordance with the Amended and Restated Credit Agreement dated as of March     , 2008 (as amended, restated or otherwise modified, the “Credit
Agreement”), 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,” together with the Company
the “Borrowers”), the Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent and as collateral agent for the Lenders
(the “Administrative Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”), [Name of Hedging Agreement Provider] hereby
notifies you, pursuant to the terms of the Credit Agreement, that [Name of Hedging Agreement Provider] meets the requirements of a Hedging Agreement Provider under the terms of the Credit Agreement and is a Hedging Agreement Provider under
the Credit Agreement and the other Credit Documents. 
 This Secured Party Designation Notice may, upon
execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. 
 A duly authorized officer of the undersigned has executed this Secured Party Designation Notice as of the      day of
            ,             . 
  

					
	  
	 	,
	as a Hedging Agreement Provider	 	
		
	By:	 	  




			
	 Name:
	 	
	 Title:
	 	


  

 9 








 Schedule 2.1(a) 
 LENDERS AND COMMITMENTS 
 Commitments and Commitment
Percentages are recorded on the 
 Register held by the Administrative Agent. 
  

 1 








 Schedule 2.1(e) 
 [FORM OF] 
 U.S. REVOLVING NOTE 

                     , 20         
 FOR VALUE RECEIVED, the undersigned, ROCK-TENN COMPANY, a Georgia corporation (the “Company”), hereby
unconditionally promises to pay, on the Revolving/TLA Maturity Date (as defined in the Credit Agreement referred to below), to the order of
                     (the “Lender”) at the office of Wachovia Bank, National Association, in lawful money of the United
States of America and in immediately available funds, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the undersigned pursuant to Section 2.1 of the Credit Agreement referred to below. The
undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the
principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement. 
 The holder of this U.S. Revolving Note (this “Note”) is authorized to endorse the date and amount of each Loan pursuant to Section 2.1 of the Credit Agreement and each payment of principal and interest with
respect thereto and its character as a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule 1 annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement
shall constitute prima facie evidence of the accuracy of the information endorsed (absent error); provided, however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this
Note. 
 This Note is one of the U.S. Revolving Notes referred to in the Amended and Restated Credit Agreement
dated as of March     , 2008 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the Company, Rock-Tenn Company of Canada, a Nova Scotia unlimited liability company (the
“Canadian Borrower,” together with the Company the “Borrowers”), the Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as
administrative agent and as collateral agent for the Lenders (the “Administrative Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian
Agent”), and the holder is entitled to the benefits thereof. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement. 
 Upon the occurrence and during the continuance of any one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Company
agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees in accordance with the Credit Agreement. 
 All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind except as set forth in the Credit Documents. 
  

 2 








 THIS U.S. REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  

							
		 	ROCK-TENN COMPANY,
		 	a Georgia corporation
				
		 	By:	  	  
	  	


							
		 	Name: 	  		  	


							
		 	Title: 	  		  	

  

 3 








 SCHEDULE 1 
 to 
 U.S. Revolving Note 
 LOANS AND PAYMENTS OF PRINCIPAL 
  

																																	
	  Date  	  	 	  	 Amount
 Of
 Loan
	  	 	  	 Type
 of
  Loan1 
	  	 	  	   Interest  
  Rate  
	  	 	  	   Interest  
  Period
	  	 	  	 Maturity
  Date
	  	 	  	 Principal
 Paid
 or
 Converted
	  	 	  	 Principal
 Balance
	  	 	  	 Notation
 Made
By

																	
		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  		  	
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 

  
  

	1	 The type of Loan may be represented by “L” for LIBOR Rate Loans or “ABR” for Alternate Base Rate Loans.










 Schedule 2.2(e) 
 [FORM OF] 
 CANADIAN REVOLVING NOTE 

                    ,
20         
 FOR VALUE RECEIVED, the undersigned, ROCK-TENN
COMPANY OF CANADA, a Nova Scotia unlimited liability company (the “Canadian Borrower”), hereby unconditionally promises to pay, on the Revolving/TLA Maturity Date (as defined in the Credit Agreement referred to below), to the order
of              (the “Lender”), as set forth in Schedule 1 annexed hereto, as applicable, at the office of Bank of America, N.A., Canada Branch, in lawful
money of the United States of America or Canada, as applicable, and in immediately available funds, the aggregate unpaid principal amount of all Canadian Revolving Loans made by the Lender to the undersigned pursuant to Section 2.2 of
the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law, accrued interest in respect hereof from time to time from
the date hereof until payment in full of the principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement. 
 The holder of this Canadian Revolving Note (this “Note”) is authorized to endorse the date and amount of each Loan pursuant to Section 2.2 of the Credit
Agreement and each payment of principal and interest with respect thereto and its character as a U.S. Base Rate Loan, Canadian Prime Rate Loan, LIBOR Rate Loan, Bankers’ Acceptance Advance or a combination thereof on Schedule 1 annexed
hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed (absent error);
provided, however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note. 
 This Note is one of the Canadian Revolving Notes referred to in the Amended and Restated Credit Agreement dated as of March     , 2008 (as amended, restated or otherwise
modified, the “Credit Agreement”), by and among the Rock-Tenn Company, a Georgia corporation (the “Company”), the Canadian Borrower (together with the Company the “Borrowers”), the Subsidiaries of
the Company from time to time party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent and as collateral agent for the Lenders (the “Administrative Agent”), and Bank of
America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”), and the holder is entitled to the benefits thereof. Capitalized terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement. 
 Upon the occurrence and during the continuance of
any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Note is not
paid when due at any stated or accelerated maturity, the Canadian Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees in accordance with the Credit Agreement. 

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, endorser or otherwise,
hereby waive presentment, demand, protest and all other notices of any kind except as set forth in the Credit Documents. 







 THIS CANADIAN REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  

							
		 	 ROCK-TENN COMPANY OF CANADA,
 a Nova Scotia unlimited liability company

				
		 	By:	  	  
	  	


							
		 	Name: 	  		  	


							
		 	Title: 	  		  	








 SCHEDULE 1 
 to 
 Canadian Revolving Note 
 LOANS AND PAYMENTS OF PRINCIPAL 








																																	
	    Date    	  	 	  	 Amount  
 Of    
 Loan    
	  	 	  	 Type      
 of        
 Loan
1      
	  	 	  	 Interest    
   Rate    
	  	 	  	 Interest    
  Period    
	  	 	  	 Maturity    
   Date      
	  	 	  	 Principal    
 Paid    
 or    
 Converted  
	  	 	  	 Principal    
 Balance    
	  	 	  	 Notation    
  Made By    

																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 

  
  

	1	 The type of Loan may be represented by “L” for LIBOR Rate Loans (which shall be denominated in Dollars), “US” for U.S. Base Rate
Loans (which shall be denominated in Dollars), “CPR” for Canadian Prime Rate Loans (which shall be denominated in Canadian Dollars) or “BAA” for Bankers’ Acceptance Advances. 









 Schedule 2.2(f) 
 [FORM OF] 
 ACCEPTANCE NOTE 
 TO:                    [Lender] 
 DATE:
                                         
     , 20     
 FOR VALUE RECEIVED, the undersigned,
ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (the “Canadian Borrower”), hereby unconditionally promises to pay to the order of             
(the “Lender”) the principal amount of              MILLION CANADIAN DOLLARS
(C$            ). The undiscounted principal amount hereof shall be repaid on             ,
20    .1 The undersigned agrees
that interest shall be paid hereon pursuant to Section 2.2(f) of the Credit Agreement described below. 
 This Acceptance Note is one of the Acceptance Notes referred to in the Amended and Restated Credit Agreement dated as of March    , 2008 (as amended, restated or otherwise modified, the “Credit
Agreement”), by and among the Rock-Tenn Company, a Georgia corporation (the “Company”), the Canadian Borrower (together with the Company the “Borrowers”), the Subsidiaries of the Company from time to time
party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent and as collateral agent for the Lenders (the “Administrative Agent”), and Bank of America, N.A., acting through
its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”), and the holder is entitled to the benefits thereof. Capitalized terms used but not otherwise defined herein shall have the meanings provided
in the Credit Agreement. 
 Upon the occurrence and during the continuance of any one or more of the Events of
Default specified in the Credit Agreement, all amounts then remaining unpaid on this Acceptance Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Acceptance Note is not paid when due
at any stated or accelerated maturity, the Company agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees in accordance with the Credit Agreement. 
 All parties now and hereafter liable with respect to this Acceptance Note, whether maker, principal, surety, endorser or
otherwise, hereby waive presentment, demand, protest and all other notices of any kind except as set forth in the Credit Documents. 
  
  

	1	 Insert maturity date for Bankers Acceptances crested simultaneously. 









 THIS ACCEPTANCE NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK. 
  

					
	ROCK-TENN COMPANY OF CANADA,
	 a Nova Scotia unlimited liability company

			
	 By:
	 	  
	 	
	 Name:
	 	
	 Title:
	 	









 Schedule 2.3(d) 
 [FORM OF] 
 TERM LOAN A NOTE 
             , 20     
 FOR VALUE RECEIVED, the undersigned, ROCK-TENN COMPANY, a Georgia corporation (the “Company”) hereby
unconditionally promises to pay, on each principal amortization payment date set forth in Section 2.3(b) of the Credit Agreement referred to below, to the order of
             (the “Lender”) at the office of Wachovia Bank, National Association, in lawful money of the United States of America and in immediately available funds,
the portion of the Term Loan A principal amortization payment owing to the Lender and corresponding to such principal amortization payment date. On the Revolving/TLA Maturity Date, the remaining unpaid principal amount of the Term Loan A made by the
Lender to the undersigned pursuant to Section 2.3 of the Credit Agreement referred to below shall be repaid in full. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and,
to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit
Agreement. 
 The holder of this Term Loan A Note (this “Note”) is authorized to endorse the
date and amount of each Loan pursuant to Section 2.3 of the Credit Agreement and each payment of principal and interest with respect thereto and its character as a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule 1
annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed (absent error);
provided, however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note. 
 This Note is one of the Term Loan A Notes referred to in the Amended and Restated Credit Agreement dated as of March     , 2008 (as amended, restated or otherwise modified, the
“Credit Agreement”), by and among the Company, Rock-Tenn Company of Canada, a Nova Scotia unlimited liability company (the “Canadian Borrower,” together with the Company the “Borrowers”), the
Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent and as collateral agent for the Lenders (the “Administrative
Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”), and the holder is entitled to the benefits thereof. Capitalized terms used but
not otherwise defined herein shall have the meanings provided in the Credit Agreement. 
 Upon the occurrence
and during the continuance of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In
the event this Note is not paid when due at any stated or accelerated maturity, the Company agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees in accordance with the Credit
Agreement. 
 All parties now and hereafter liable with respect to this Note, whether maker, principal, surety,
endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind except as set forth in the Credit Documents. 







 THIS TERM LOAN A NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  

					
	ROCK-TENN COMPANY,
	 a Georgia corporation

			
	 By:
	 	  
	 	
	 Name:
	 	
	 Title:
	 	









 SCHEDULE 1 
 To 
 Term Loan A Note 
 LOANS AND PAYMENTS OF PRINCIPAL 
  

																																	
	    Date    	  	 	  	 Amount  
 of    
 Loan    
	  	 	  	 Type  
 of    
 Loan1      
	  	 	  	 Interest    
   Rate    
	  	 	  	 Interest    
  Period    
	  	 	  	 Maturity    
   Date      
	  	 	  	 Principal    
 Paid    
 Or    
 Converted  
	  	 	  	 Principal    
 Balance    
	  	 	  	 Notation    
  Made By    

																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 

  
  

	1	 The type of Loan may be represented by “L” for LIBOR Rate Loans or “ABR” for Alternate Base Rate Loans.










 Schedule 2.4(d) 
 [FORM OF] 
 TERM LOAN B NOTE 
             , 20     
 FOR VALUE RECEIVED, the undersigned, ROCK-TENN COMPANY, a Georgia corporation (the “Company”) hereby
unconditionally promises to pay, on each principal amortization payment date set forth in Section 2.4(b) of the Credit Agreement referred to below, to the order of
             (the “Lender”) at the office of Wachovia Bank, National Association, in lawful money of the United States of America and in immediately available funds,
the portion of the Term Loan B principal amortization payment owing to the Lender and corresponding to such principal amortization payment date. On the Term Loan B Maturity Date, the remaining unpaid principal amount of the Term Loan B made by the
Lender to the undersigned pursuant to Section 2.4 of the Credit Agreement referred to below shall be repaid in full. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and,
to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit
Agreement. 
 The holder of this Term Loan B Note (this “Note”) is authorized to endorse the
date and amount of each Loan pursuant to Section 2.4 of the Credit Agreement and each payment of principal and interest with respect thereto and its character as a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule 1
annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed (absent error);
provided, however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note. 
 This Note is one of the Term Loan B Notes referred to in the Amended and Restated Credit Agreement dated as of March     , 2008 (as amended, restated or otherwise modified, the
“Credit Agreement”), by and among the Company, Rock-Tenn Company of Canada, a Nova Scotia unlimited liability company (the “Canadian Borrower,” together with the Company the “Borrowers”), the
Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent and as collateral agent for the Lenders (the “Administrative
Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”), and the holder is entitled to the benefits thereof. Capitalized terms used but
not otherwise defined herein shall have the meanings provided in the Credit Agreement. 
 Upon the occurrence
and during the continuance of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In
the event this Note is not paid when due at any stated or accelerated maturity, the Company agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees in accordance with the Credit
Agreement. 
 All parties now and hereafter liable with respect to this Note, whether maker, principal, surety,
endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind except as set forth in the Credit Documents. 







 THIS TERM LOAN B NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  

					
	ROCK-TENN COMPANY,
	 a Georgia corporation

			
	 By:
	 	  
	 	
	 Name:
	 	
	 Title:
	 	









 SCHEDULE 1 
 To 
 Term Loan B Note 
 LOANS AND PAYMENTS OF PRINCIPAL 
  

																																	
	    Date    	  	 	  	 Amount  
 of    
 Loan    
	  	 	  	 Type      
 of        
 Loan
1      
	  	 	  	 Interest    
   Rate    
	  	 	  	 Interest    
  Period    
	  	 	  	 Maturity    
   Date      
	  	 	  	 Principal    
 Paid    
 Or    
 Converted  
	  	 	  	 Principal    
 Balance    
	  	 	  	 Notation    
  Made By    

																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
																	
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 

  
  

	1	 The type of Loan may be represented by “L” for LIBOR Rate Loans or “ABR” for Alternate Base Rate Loans.










 Schedule 2.5(d) 
 [FORM OF] 
 U.S. SWINGLINE NOTE

             , 20    

 FOR VALUE RECEIVED, the undersigned, ROCK-TENN COMPANY, a Georgia corporation (the
“Company”), hereby unconditionally promises to pay, on the Revolving/TLA Maturity Date (as defined in the Credit Agreement referred to below), to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the “U.S. Swingline
Lender”) at the office of Wachovia Bank, National Association, in lawful money of the United States of America and in immediately available funds, the aggregate unpaid principal amount of all U.S. Swingline Loans made by the U.S. Swingline
Lender to the undersigned pursuant to Section 2.5 of the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted
by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement. 
 The holder of this U.S. Swingline Note (this “Note”) is authorized to endorse the date and amount of each
U.S. Swingline Loan pursuant to Section 2.5 of the Credit Agreement and each payment of principal and interest with respect thereto and its character as an Alternate Base Rate Loan or otherwise on Schedule 1 annexed hereto and
made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed (absent error); provided,
however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note. 
 This Note is the U.S. Swingline Note referred to in the Amended and Restated Credit Agreement dated as of March     , 2008 (as amended, restated or otherwise modified, the
“Credit Agreement”), by and among the Company, Rock-Tenn Company of Canada, a Nova Scotia unlimited liability company (the “Canadian Borrower,” together with the Company the “Borrowers”), the
Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent and as collateral agent for the Lenders (the “Administrative
Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”), and the holder is entitled to the benefits thereof. Capitalized terms used but
not otherwise defined herein shall have the meanings provided in the Credit Agreement. 
 Upon the occurrence
and during the continuance of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In
the event this Note is not paid when due at any stated or accelerated maturity, the Company agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees in accordance with the Credit
Agreement. 
 All parties now and hereafter liable with respect to this Note, whether maker, principal, surety,
endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind except as set forth in the Credit Documents. 







 THIS U.S. SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  

					
	ROCK-TENN COMPANY,
	a Georgia corporation
			
	 By:
	 	  
	 	
	 Name:
	 	
	 Title:
	 	









 SCHEDULE 1 
 to 
 U.S. Swingline Note 
 LOANS AND PAYMENTS OF PRINCIPAL 
  

																									
	    Date    	  	 	  	 Amount
     of    
     Loan    
	  	 	  	   Type      
   of        
   Loan      
	  	 	  	 Interest    
     Rate        
	  	 	  	 Principal    
 Paid    
	  	 	  	   Principal      
 Balance    
	  	 	  	     Notation        
  Made By    

													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 








 Schedule 2.6(h) 
 [FORM OF] 
 CANADIAN SWINGLINE NOTE 

            , 20     
 FOR VALUE RECEIVED, the undersigned, ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (the
“Canadian Borrower”), hereby unconditionally promises to pay, on the Revolving/TLA Maturity Date (as defined in the Credit Agreement referred to below), to the order of BANK OF AMERICA, N.A., ACTING THROUGH ITS CANADA BRANCH (the
“Canadian Swingline Lender”) at the office of Bank of America, N.A., Canada Branch, in immediately available funds, the aggregate unpaid principal amount of all Canadian Swingline Loans made by the Canadian Swingline Lender to the
undersigned pursuant to Section 2.6 if the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law, accrued
interest in respect hereof from time to time from the date hereof until payment in full of the principal amount hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement. 
 The holder of this Canadian Swingline Note (this “Note”) is authorized to endorse the date and amount of
each Canadian Swingline Loan pursuant to Section 2.6 of the Credit Agreement and each payment of principal and interest with respect thereto and its character as a Base Rate Loan or otherwise on Schedule 1 annexed hereto and made
a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed (absent error); provided,
however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note. 
 This Note is the Canadian Swingline Note referred to in the Amended and Restated Credit Agreement dated as of March     , 2008 (as amended, restated or otherwise modified, the
“Credit Agreement”), by and among Rock-Tenn Company, a Georgia corporation (the “Company”), the Canadian Borrower (together with the Company the “Borrowers” the Subsidiaries of the Company from time
to time party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent and as collateral agent for the Lenders (the “Administrative Agent”), and Bank of America, N.A., acting
through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”), and the holder is entitled to the benefits thereof. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Credit Agreement. 
 Upon the occurrence and during the continuance of any one or more of the
Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Note is not paid when due at any
stated or accelerated maturity, the Company agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees in accordance with the Credit Agreement. 
 All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, endorser or otherwise,
hereby waive presentment, demand, protest and all other notices of any kind except as set forth in the Credit Documents. 







 THIS CANADIAN SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  

					
	 ROCK-TENN COMPANY OF CANADA,
 a Nova Scotia unlimited liability company

			
	 By:
	 	  
	 	
	 Name:

	 Title:










 SCHEDULE 1 
 to 
 Canadian Swingline Note 
 LOANS AND PAYMENTS OF PRINCIPAL 
  

																									
	    Date    	  	 	  	 Amount
     of    
     Loan    
	  	 	  	   Type      
   of        
   Loan      
	  	 	  	 Interest    
     Rate        
	  	 	  	 Principal    
 Paid    
	  	 	  	   Principal      
 Balance    
	  	 	  	     Notation        
  Made By    

													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 
													
	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 	  		  	 








 Schedule 2.20 
 [FORM OF] 
 TAX EXEMPT CERTIFICATE 
 Reference is hereby made to the Amended and Restated Credit Agreement dated as of March     ,
2008 (as amended, restated or otherwise modified, the “Credit Agreement”), 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 collectively with the Company, the “Borrowers”), the Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, Wachovia Bank,
National Association, as administrative agent and as collateral agent for the Lenders (the “Administrative Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the
“Canadian Agent”). Pursuant to the provisions of Section 2.20 of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” as such term is used in Section 881(c)(3)(A) of the Internal
Revenue Code of 1986, as amended. 
  

					
	 [NAME OF LENDER]

			
	 By:
	 	  
	 	
	 Name:
	 	
	 Title:
	 	









 Schedule 3.9 
 Insurance 
 Insurance excluding that obtained
as a result of the SCC Acquisition: 
  

									
	COVERAGE	  	COVERAGE LIMITS    	  	POLICY        
PERIOD        	  	CARRIER        	  	POLICY NUMBER  
	  	  	  	  	  	  	  	  	  
	 COMPREHENSIVE GENL
LIABILITY
	  	 	  	10/01/07-08      	  	American Home  	  	GL5759257
	 COMPREHENSIVE GENL LIABILITY
CANADA
	  	 	  	10/01/07-08      	  	American Home  	  	RMGL9895524
	 	  	 	  	 	  	 	  	9% Quebec Tax
	 General Aggregate Per
Policy
	  	$10,000,000  	  	 	  	 	  	 
	 General Aggregate Per Location/Project

	  	$2,000,000  	  	 	  	 	  	Consulting Fee
	 Products & Comp Ops Aggregate

	  	$2,000,000  	  	 	  	 	  	 
	 Per Occurrence
	  	$2,000,000  	  	 	  	 	  	 
	 Personal & Advertising Injury

	  	$2,000,000  	  	 	  	 	  	 
	 Fire Damage Any One Fire
	  	$500,000  	  	 	  	 	  	 
	 Medical Expense Any One
Person
	  	$5,000  	  	 	  	 	  	 
	 Product Withdrawal Expense (limited)
Participation 50%
	  	$2,000,000  	  	 	  	 	  	 
	 Deductible Per Occurrence Including
Claim Expense Subject to Program Maximum
	  	$250,000  	  	 	  	 	  	 
	 Employee Benefits Annual
Aggregate
	  	$1,000,000  	  	 	  	 	  	 
	 Deductible

	  	$250,000  	  	 	  	 	  	 
	 Printers Liability Per
Claim
	  	$1,000,000  	  	 	  	 	  	 
	 Printers Liability
Aggregate
	  	$1,000,000  	  	 	  	 	  	 
	 Deductible

	  	$250,000  	  	 	  	 	  	 
	 Maritime Employers
Liability
	  	$1,000,000  	  	 	  	 	  	 
	 Employers Liability OH, PR & WA

	  	 	  	 	  	 	  	 
	 Bodily Injury by
Accident
	  	$1,000,000  	  	 	  	 	  	 
	 Bodily Injury by Disease
	  	$1,000,000  	  	 	  	 	  	 
	 Bodily Injury by Disease
	  	$1,000,000  	  	 	  	 	  	 
	 Coverage for Injury to Leased Employee

	  	 	  	 	  	 	  	 
	 Employees as Insureds
	  	 	  	 	  	 	  	 
	 Add Insured Primary where required by
contract
	  	 	  	 	  	 	  	 
	 US is DIC of Canadian
policy
	  	 	  	 	  	 	  	 
	 Limited On-Premises
Pollution
	  	 	  	 	  	 	  	 
	 BUSINESS AUTO
	  	 	  	10/01/07-08      	  	American Home  	  	CA160-70-64
	 BUSINESS AUTO VA
	  	 	  	10/01/07-08      	  	American Home  	  	CA160-70-65
	 BUSINESS AUTO MA
	  	 	  	10/01/07-08      	  	American Home  	  	CA160-70-66
	 BUSINESS AUTO
CANADA
	  	 	  	10/01/07-08      	  	American Home  	  	RMBA2651902
	 	  	 	  	 	  	 	  	5% Quebec Tax    
	      
	  	 	  	 	  	 	  	 
	 Liability Any Auto
	  	$2,000,000  	  	 	  	 	  	 
	 Personal Injury Protection Owned Autos

	  	Statutory  	  	 	  	 	  	 
	 Uninsured Motorists Protection Owned
Autos
	  	Statutory  	  	 	  	 	  	 
	 Deductible Per Occurrence Including
Claim Expense Subject to Aggregate Deductible
	  	$100,000  	  	 	  	 	  	 
	 Employees as Insureds
	  	 	  	 	  	 	  	 
	 Blanket Additional Insured
Lessors
	  	 	  	 	  	 	  	 
	 Fellow Employee Exclusion
Deleted
	  	 	  	 	  	 	  	 

  

 3 









									
	COVERAGE	  	COVERAGE LIMITS    	  	POLICY        
PERIOD        	  	CARRIER        	  	POLICY NUMBER  
	 Drive Other Car all executives of the
Insured who do not have personal insurance
	  	 	  	 	  	 	  	 
	 Additional Insured Primary where
required by contract
	  	 	  	 	  	 	  	 
	 US is DIC of Canadian
policy
	  	 	  	 	  	 	  	 
	 WORKERS COMPENSATION DEDUCTIBLE ALL
OTHER STATES
	  	 	  	10/01/07-08      	  	New Hampshire  	  	WC5455460
	 WORKERS COMPENSATION DEDUCTIBLE MA MD
MI VA
	  	 	  	10/01/07-08      	  	Illinois National  	  	WC5455461
	 WORKERS COMPENSATION DEDUCTIBLE
CA
	  	 	  	10/01/07-08      	  	American Home  	  	WC5455462
	 WORKERS COMPENSATION NO DEDUCTIBLE
WI
	  	 	  	10/01/07-08      	  	Commerce & Industry    	  	WC5455463
	 WORKERS COMPENSATION DEDUCTIBLE
FL
	  	 	  	10/01/07-08      	  	American Home  	  	WC5455463
	 WORKERS COMPENSATION DEDUCTIBLE
TX
	  	 	  	10/01/07-08      	  	New Hampshire  	  	WC5455465
	 	  	 	  	 	  	 	  	Administration
	 Workers Compensation
	  	Statutory  	  	 	  	 	  	Taxes
	 Employers Liability
Limits:
	  	 	  	 	  	 	  	Plus Losses
	 Bodily Injury by
Accident
	  	$1,000,000  	  	 	  	 	  	 
	 Bodily Injury by Disease
	  	$1,000,000  	  	 	  	 	  	 
	 Bodily Injury by Disease
	  	$1,000,000  	  	 	  	 	  	 
	 Foreign Voluntary Comp &
Employers Liability
	  	State of Hire  	  	 	  	 	  	 
	 Repatriation & Endemic Disease

	  	$10,000  	  	 	  	 	  	 
	 Voluntary Compensation &
Employers Liability
	  	State of Hire  	  	 	  	 	  	 
	 Blanket Waiver of
Subrogation
	  	 	  	 	  	 	  	 
	 Alternate Employer Seven Hills
Paperboard LLC
	  	 	  	 	  	 	  	 
	 USLHW
	  	 	  	 	  	 	  	 
	 Deductible Each Accident or Disease:

	  	 	  	 	  	 	  	 
	 All States where filed except MA, OR,
WI & Monopolistic
	  	$350,000  	  	 	  	 	  	 
	 Aggregate Deductible WC/GL/AL minimum
subject to 4.25 per $100 payroll
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 UMBRELLA
	  	 	  	10/01/07-08      	  	St Paul Fire & Marine    	  	QK06802600
	 Per Occurrence
	  	$25,000,000  	  	 	  	 	  	 
	 Aggregate
	  	$50,000,000  	  	 	  	 	  	 
	 Products & Comp Ops Aggregate

	  	$25,000,000  	  	 	  	 	  	 
	 Retention
	  	$0  	  	 	  	 	  	 
	 Includes Joint Venture Seven Hills
Paperboard LLC as a Named Insured
	  	 	  	 	  	 	  	 
	 Follow Form Employers
Liability
	  	 	  	 	  	 	  	 
	 Follow Form Foreign
Liability
	  	 	  	 	  	 	  	 
	 Follow Form Fellow
Employee
	  	 	  	 	  	 	  	 
	 Follow Form Watercraft
Liability
	  	 	  	 	  	 	  	 
	 Follow Form Aircraft
Liability
	  	 	  	 	  	 	  	 
	 Follow Form Printers E &
O
	  	 	  	 	  	 	  	 
	 Follow Form Employee Benefits Liability

	  	 	  	 	  	 	  	 
	 Follow Form Third Party Box Testing
Liability
	  	 	  	 	  	 	  	 
	 Follow Form Maritime Employers Liability

	  	 	  	 	  	 	  	 









									
	COVERAGE	  	COVERAGE LIMITS 	  	POLICY        
PERIOD        	  	CARRIER        	  	POLICY NUMBER  
	 Excluding Cross Liability
Suits
	  	 	  	 	  	 	  	 
	 Excluding Lead
	  	 	  	 	  	 	  	 
	 Excluding Uninsured &
Underinsured Motorist
	  	 	  	 	  	 	  	 
	 Excluding Crisis Management &
Crisis Response
	  	 	  	 	  	 	  	 
	 Excluding Care Custody &
Control of Real & Personal
	  	 	  	 	  	 	  	 
	 Directors & Officers Liability
Exclusion
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 EXCESS UMBRELLAS
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Per Occurrence Part of
$50,000,000
	  	$25,000,000  	  	10/01/07-08      	  	ACE  	  	XCPG23884471  
	 Aggregate
	  	$25,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Per Occurrence Part of
$50,000,000
	  	$25,000,000  	  	10/01/07-08      	  	Westchester  	  	G21984966003  
	 Aggregate
	  	$25,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Per Occurrence
	  	$50,000,000  	  	10/01/07-08      	  	Great American  	  	TUE253505208  
	 Aggregate
	  	$50,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Per Occurrence
	  	$30,000,000  	  	10/01/07-08      	  	National Surety  	  	SHX00099532335  
	 Aggregate
	  	$30,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Per Occurrence
	  	$35,000,000  	  	10/01/07-08      	  	Zurich  	  	AEC5088138-03  
	 Aggregate
	  	$35,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Per Occurrence
	  	$25,000,000  	  	10/01/07-08      	  	Chubb  	  	79085726  
	 Aggregate
	  	$25,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Per Occurrence Part of
$35,000,000
	  	$25,000,000  	  	10/01/07-08      	  	RSUI  	  	NHA041598  
	 Aggregate
	  	$25,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Per Occurrence Part of
$35,000,000
	  	$10,000,000  	  	10/01/07-08      	  	Ohio Cas  	  	ECO(08)552784863  
	 Aggregate
	  	$10,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 FOREIGN PACKAGE
	  	 	  	10/01/07-08      	  	AIG  	  	WR10004170  
	      
	  	 	  	 	  	 	  	 
	 Comprehensive Foreign Liability
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 General Aggregate
	  	$2,000,000  	  	 	  	 	  	 
	 Products & Comp Ops Aggregate

	  	$1,000,000  	  	 	  	 	  	 
	 Per Occurrence
	  	$1,000,000  	  	 	  	 	  	 
	 Personal & Advertising Injury

	  	$1,000,000  	  	 	  	 	  	 
	 Legal Liability for Damage to Rented
Premises
	  	$50,000  	  	 	  	 	  	 
	 Medical Expense Any One
Person
	  	$10,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Business Auto
	  	 	  	 	  	 	  	 









									
	COVERAGE	  	COVERAGE LIMITS 	  	POLICY        
PERIOD        	  	CARRIER        	  	POLICY NUMBER  
	 Liability Owned Hired &
Non-Owned Autos
	  	$1,000,000  	  	 	  	 	  	 
	 Medical Expense Owned Hired &
Non-Owned Autos
	  	$10,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 International Employee Injury
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Voluntary Workers
Compensation & Endemic Disease
	  	  State of Hire Benefits	  	 	  	 	  	 
	 Excess Repatriation Expenses Each Person

	  	$100,000  	  	 	  	 	  	 
	 Employers Liability Per
Occurrence
	  	$1,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Foreign
Travel Accident & Sickness
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 North American Employees (US &
Canada based)
	  	 	  	 	  	 	  	 
	 Accidental Death &
Dismemberment Principal Sum Insured
	  	$100,000  	  	or five times the insured person’s salary whichever is
lower
	 Accidental Death &
Dismemberment Aggregate
	  	$1,000,000  	  	 	  	 	  	 
	 Accident & Sickness Medical
Expense
	  	$50,000  	  	each insured person	  	 
	 Accident & Sickness Medical
Expense
	  	$50,000  	  	maximum each Injury or sickness	  	 
	 Deductible
	  	$500  	  	 	  	 	  	 
	 Emergency Medical
Evacuation
	  	$10,000  	  	each insured
person	  	 	  	 
	 Emergency Medical
Evacuation
	  	$100,000  	  	maximum each Injury or sickness	  	 
	 Emergency Family Travel
	  	$100,000  	  	maximum each serious injury or sickness	  	 
	 Repatriation of remains
	  	$100,000  	  	each insured
person	  	 	  	 
	 Repatriation of remains
	  	$100,000  	  	maximum any one accident or sickness	  	 
	      
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Mexican Coverage
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Civil Liability
	  	 	  	10/01/07-08      	  	AIG Mexico Seguros  	  	RCG10000279
	      
	  	 	  	 	  	 	  	 
	 Premises & Operations,
Products & Tenants Combined Single Limit
	  	$1,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Plant (Monterrey)
	  	 	  	 	  	 	  	 
	 Plant (Mexico City))
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Corporate Fleet (Nonresident)
	  	 	  	10/01/07-08      	  	AIG Mexico Seguros  	  	CAS10000086
	      
	  	 	  	 	  	 	  	 
	 Third Party Liability Combined Single
Limit
	  	$1,000,000  	  	 	  	 	  	 
	 Resident Auto Policy
	  	 	  	10/01/07-08      	  	AIG Mexico Seguros  	  	CAS100000571
	 Mexican
Pesos
	  	 	  	 	  	 	  	 
	 Third Party Liability Combined Single
Limit
	  	$1,000,000  	  	 	  	 	  	 









									
	COVERAGE	  	COVERAGE LIMITS    	  	POLICY        
PERIOD        	  	CARRIER        	  	POLICY NUMBER  
	 Medical Expenses
	  	$350,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Chile Civil Liability
	  	 	  	10/01/07-08      	  	 Campanie de        

 Seguros        
 Generales SA        
	  	20048671  
	 Third Party Liability Combined Single
Limit
	  	$1,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Argentina Civil Liability
	  	 	  	10/01/07-08        	  	 Compania        
 Argentina de        

 Seguros        
	  	162285  
	 Third Party Liability Combined Single
Limit
	  	$1,000,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 AVIATION
	  	 	  	10/01/07-08        	  	Global Aero        	  	15000468  
	      
	  	 	  	 	  	 	  	 
	 Liability

	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Scheduled Aircraft Each
Occurrence
	  	$100,000,000  	  	 	  	 	  	 
	 Temporary Substitute Each Occurrence

	  	$100,000,000  	  	 	  	 	  	 
	 Non-Owned Aircraft Each
Occurrence
	  	$100,000,000  	  	 	  	 	  	 
	 Damage to Aircraft Hangars Each
Occurrence
	  	$250,000  	  	 	  	 	  	 
	 Damage to Personal Effects Each
Passenger
	  	$5,000  	  	 	  	 	  	 
	 Arising out of use of Airport Premises

	  	$100,000,000  	  	 	  	 	  	 
	 Sale of Aircraft, Aircraft Parts or
Maintenance
	  	$100,000,000  	  	 	  	 	  	 
	 Under Contractual Agreements Each
Occurrence
	  	$100,000,000  	  	 	  	 	  	 
	 Passenger Voluntary
Settlements
	  	$250,000  	  	 	  	 	  	 
	 Medical Expense Coverage Each Passenger

	  	$5,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Physical
Damage
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Scheduled
Aircraft:    1985 Cessna Citation Bravo
	  	$2,800,000  	  	 	  	 	  	 
	                                    1994 Cessna Citation Ultra

	  	$4,800,000  	  	 	  	 	  	 
	 Spare Parts Each Loss
	  	$25,000  	  	 	  	 	  	 
	 Rental Cost of Temp Replacement Parts
Each Loss
	  	$25,000  	  	 	  	 	  	 
	 Deductible
	  	$0  	  	 	  	 	  	 
	 Damage to Aircraft Hangars Each
Occurrence
	  	$250,000  	  	 	  	 	  	 
	 Damage to Personal Effects Each
Passenger
	  	$5,000  	  	 	  	 	  	 
	 Arising out of use of Airport Premises

	  	$100,000,000  	  	 	  	 	  	 
	 Sale of Aircraft, Aircraft Parts or
Maintenance
	  	$100,000,000  	  	 	  	 	  	 
	 Under Contractual Agreements Each
Occurrence
	  	$100,000,000  	  	 	  	 	  	 
	 Passenger Voluntary
Settlements
	  	$250,000  	  	 	  	 	  	 
	 Medical Expense Coverage Each Passenger

	  	$5,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 EXECUTIVE RISK
	  	 	  	03/01/07-08        	  	 Federal      
 Insurance Co    
	  	8115-8027  
	      
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Executive
Liability & Indemnification
	  	 	  	 	  	 	  	 









									
	COVERAGE	  	COVERAGE LIMITS 	  	POLICY        
PERIOD        	  	CARRIER        	  	POLICY NUMBER  
	 Limit of Liability Each
Claim
	  	$15,000,000  	  	 	  	 	  	 
	 Limit of Liability Each Policy Period

	  	$15,000,000  	  	 	  	 	  	 
	 Security Holder Derivative Demands Ins
Clause 4
	  	$250,000  	  	 	  	 	  	 
	 Deductible Amounts:
	  	 	  	 	  	 	  	 
	 Insuring Clause 1 &
4
	  	$0  	  	 	  	 	  	 
	 Insuring Clause 2 & 3
Security & Nonsecurity
	  	$1,000,000  	  	 	  	 	  	 
	 Including Insured Organization Coverage
with respect to loss arising from or as a consequence of any Securities Transaction
	  	 	  	 	  	 	  	 
	 Coinsurance 0%
	  	 	  	 	  	 	  	 
	 Prior or Pending Date
10/01/88
	  	 	  	 	  	 	  	 
	 Limits of Liability and Retention or
Deductible reduced by Defense Costs
	  	 	  	 	  	 	  	 
	 Extended Reporting Period 150% of the
annual premium 365 Days
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Fiduciary Liability (Rock-Tenn Company/Southern Container Corp. left in place)
	  	 	  	  
 Southern  
Container Corp. –      
 06/13/07-08    
	  	Chubb      	  	82085609
	      
	  	 	  	 	  	 	  	 
	 Each Loss
	  	$10,000,000/$2,000,000  	  	 	  	 	  	 
	 Each Policy Period
	  	$10,000,000/$2,000,000  	  	 	  	 	  	 
	 Defense coverage is in addition to the
limit
	  	 	  	 	  	 	  	 
	 Deductible Amounts:
	  	 	  	 	  	 	  	 
	 Insuring Clause 1
Fiduciary
	  	$25,000/$0  	  	 	  	 	  	 
	 Insuring Clause 2 Voluntary Settlement

	  	$25,000  	  	 	  	 	  	 
	 Extended Reporting Period 150% of the
annual premium 365 Days
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Crime
(Rock-Tenn Company/Southern Container Corp. left in place)
	  	 	  	  
 Southern  
Container Corp. –      
 06/13/07-08    
	  	Chubb        	  	82085609
	 Employee Theft
	  	$10,000,000/$2,000,000  	  	 	  	 	  	 
	 Premises
	  	$10,000,000  	  	 	  	 	  	 
	 Transit
	  	$10,000,000  	  	 	  	 	  	 
	 Forgery
	  	$10,000,000/$2,000,000  	  	 	  	 	  	 
	 Computer Fraud
	  	$10,000,000/$2,000,000  	  	 	  	 	  	 
	 Funds Transfer Fraud
	  	$10,000,000/$2,000,000  	  	 	  	 	  	 
	 Client Coverage
	  	$10,000,000  	  	 	  	 	  	 
	 Expense coverage
	  	$100,000  	  	 	  	 	  	 
	 Retention
	  	$150,000/$50,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Kidnap
Ransom & Extortion
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Kidnap Ransom &
Extortion
	  	$10,000,000  	  	 	  	 	  	 
	 Custody
	  	$10,000,000  	  	 	  	 	  	 









									
	COVERAGE	  	COVERAGE LIMITS    	  	POLICY        
PERIOD        	  	CARRIER        	  	POLICY NUMBER  
	 Expense Including Recall
	  	$10,000,000  	  	 	  	 	  	 
	 Rest & Rehab
Expense
	  	$50,000  	  	 	  	 	  	 
	 Accidental Loss of Life
	  	$100,000  	  	 	  	 	  	 
	 Accidental Loss Event
Benefit
	  	$250,000  	  	 	  	 	  	 
	 Accidental Loss Mutilation (% of Loss of
Life)
	  	25%  	  	 	  	 	  	 
	 Accidental Loss Not Mutilation/Loss of
Life (% of Loss of Life)
	  	50%  	  	 	  	 	  	 
	 Legal Liability
	  	$10,000,000  	  	 	  	 	  	 
	 Special Coverage Emergency Political
Repatriation
	  	1,000,000  	  	 	  	 	  	 
	 Special Coverage Threat
Response
	  	100,000  	  	 	  	 	  	 
	 Retention
	  	$0  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Outside
Directorship Liability
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Each Claim
	  	$15,000,000  	  	 	  	 	  	 
	 Each Policy Period
	  	$15,000,000  	  	 	  	 	  	 
	 Deductible Amounts Insuring Clause 2

	  	$1,000,000  	  	 	  	 	  	 
	 Coinsurance 0%
	  	 	  	 	  	 	  	 
	 Prior or Pending Date
10/01/88
	  	 	  	 	  	 	  	 
	 Limits of Liability and Retention or
Deductible reduced by Defense Costs
	  	 	  	 	  	 	  	 
	 Extended Reporting Period 150% of the
annual premium 365 Days
	  	 	  	 	  	 	  	 
	 Scheduled Outside Entity - Steven
Voorhees
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 EXCESS EXECUTIVE
LIABILITY
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Limit of Liability Each
Loss
	  	$15,000,000  	  	03/01/07-08      	  	 St Paul Mercury  
 Ins Co  
	  	ECO6800751  
	 Limit of Liability Each Policy Period

	  	$15,000,000  	  	 	  	 	  	 
	 Pending & Prior Litigation
Exclusion 3/1/99
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 EXCESS EXECUTIVE LIABILITY (Side
A)
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Limit of Liability Each
Loss
	  	$10,000,000  	  	03/01/07-08      	  	Federal	  	6804-1757
	 Limit of Liability Each Policy Period

	  	$10,000,000  	  	 	  	 	  	 
	 Pending & Prior Litigation
Exclusion 3/1/99
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 EXCESS EXECUTIVE
LIABILITY
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Limit of Liability Each
Loss
	  	$20,000,000  	  	03/01/07-08      	  	XL Specialty	  	ELU09661607  
	 Limit of Liability Each Policy Period

	  	$20,000,000  	  	 	  	 	  	 
	 Pending & Prior Litigation
3/1/99 for 10 XS 40
	  	 	  	 	  	 	  	 
	 Pending & Prior Litigation
3/1/07 for 10 XS 50
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 EMPLOYMENT PRACTICES LIABILITY
(Rock-Tenn Company/Southern Container Corp.)
	  	 	  	03/31/2007-08      	  	 AXIS    
 Reinsurance Co    
	  	RAN712454
	 	  	 	  	Southern        
Container Corp. –  	  	Chubb      	  	82085609









									
	COVERAGE	  	COVERAGE LIMITS 	  	POLICY        
PERIOD        	  	CARRIER        	  	POLICY NUMBER  
	 	  	 	  	6/13/2007-08    	  	 	  	 
	 Each Loss
	  	$15,000,000/$1,000,000  	  	 	  	 	  	 
	 Each Policy Period
	  	$15,000,000/$1,000,000  	  	 	  	 	  	 
	 Sublimit for Security Holders Derivative
Demands
	  	$250,000  	  	 	  	 	  	 
	 Sublimit for 3rd Party
Coverage
	  	$5,000,000  	  	 	  	 	  	 
	 Retention Amount
	  	$500,000/$75,000  	  	 	  	 	  	 
	 Retention Amount Multi-Party/Class
Action claims
	  	$750,000/$100,000  	  	 	  	 	  	 
	 Continuity Date
	  	3/31/98  	  	 	  	 	  	 
	 Pending or Prior Date
	  	3/31/02  	  	 	  	 	  	 
	 Limit of Liability reduced by retention
and defense costs
	  	 	  	 	  	 	  	 
	 25% Acquisition
Threshold
	  	 	  	 	  	 	  	 
	 Extended Rptg Period 1 yr @
150%
	  	 	  	 	  	 	  	 
	 Bordereau Reporting
	  	 	  	 	  	 	  	 
	 Reporting Threshold
	  	$100,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 THIRD PARTY BOX TESTING LIABILITY

	  	 	  	7/22/07-08      	  	Admiral      	  	EO00000360103    
	      
	  	 	  	 	  	 	  	 
	 Each Claim
	  	$2,000,000  	  	 	  	 	  	 
	 Aggregate
	  	$2,000,000  	  	 	  	 	  	 
	 Deductible Including
Expenses
	  	$5,000  	  	 	  	 	  	 
	 Claims Made Retro Date
	  	7/22/05  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 PROPERTY/BOILER ROCK TENN CO/RTS
 PACKAGING INC.
	  	 	  	06/30/07-08      	  	FM Global      	  	XG434
	 	  	 	  	 	  	 	  	Taxes
	 Combined Limit Per Occurrence Property Damage R & P
 and Business Income
	  	$4,400,000,000  	  	 	  	 	  	Canadian US $
	 subject to applicable
sublimits
	  	 	  	 	  	 	  	Taxes
	 Sublimits:
	  	 	  	 	  	 	  	Mexican
	 Accounts Receivable
	  	$100,000,000  	  	-        	  	 	  	Taxes
	 Coinsurance Defiencey &
Currently Devaluation
	  	$100,000,000  	  	 	  	 	  	B&B Consulting Fee    
	 Data, Programs or Software &
Computer Systems Non
Physical Damage
	  	$10,000,000  	  	 	  	 	  	 
	 Decontamination Expense Land or WaterOr
Pollutant
Cleanup, Removal or Disposal:
	  	 	  	 	  	 	  	 
	 Per Occurrence
	  	$50,000  	  	 	  	 	  	 
	 Aggregate
	  	$50,000  	  	 	  	 	  	 
	 Dams & Dikes
	  	$5,000,000  	  	 	  	 	  	 
	 Deferred Payments
	  	$100,000,000  	  	 	  	 	  	 
	 Dependent Time Element
	  	$10,000,000  	  	 	  	 	  	 
	 Errors &
Omissions
	  	$100,000,000  	  	 	  	 	  	 
	 Expediting Expense & Extra
Expense Combined
	  	$100,000,000  	  	 	  	 	  	 
	 Fine Arts
	  	$100,000,000  	  	 	  	 	  	 
	 Ingress/Egress
	  	$10,000,000  	  	 	  	 	  	 
	 Miscellaneous Unnamed
Locations
	  	$10,000,000  	  	 	  	 	  	 
	 Miscellaneous Personal
Property
	  	$10,000,000  	  	 	  	 	  	 
	 Neighbors Recourse &
Tenant’s Liability
	  	$10,000,000  	  	 	  	 	  	 









									
	COVERAGE	  	COVERAGE LIMITS    	  	POLICY      
PERIOD      	  	CARRIER        	  	POLICY NUMBER  
	 Nonadmitted Increased Tax
Liability
	  	$100,000,000  	  	 	  	 	  	 
	 Off-Premises Storage for Property Under
Construction
	  	$10,000,000  	  	 	  	 	  	 
	 Professional Fees
	  	$25,000  	  	 	  	 	  	 
	 Service Interruption Property &
Business Income
	  	$25,000,000  	  	 	  	 	  	 
	 Soft Costs
	  	$10,000,000  	  	 	  	 	  	 
	 Terrorism Certified &
Noncertified
	  	$5,000,000  	  	 	  	 	  	 
	 Transportation
	  	$10,000,000  	  	 	  	 	  	 
	 Transportation Time
Element
	  	$1,000,000  	  	 	  	 	  	 
	 Valuable Papers
	  	$100,000,000  	  	 	  	 	  	 
	 PROPERTY/BOILER ROCK TENN CO/RTS
 PACKAGING INC (cont)
	  	 	  	 	  	 	  	 
	 Earthquake in the aggregate during the
year
	  	$250,000,000  	  	 	  	 	  	 
	 Earthquake for Property Located
in the New Madrid
Seismic Zone in the aggregate
	  	$25,000,000  	  	 	  	 	  	 
	 Earthquake for Property Located
in the Pacific
Northwest Seismic Zone in the aggregate
	  	$25,000,000  	  	 	  	 	  	 
	 Earthquake in California in the
aggregate
	  	$20,000,000  	  	 	  	 	  	 
	 Earthquake in Chile in the aggregate

	  	$5,000,000  	  	 	  	 	  	 
	 Flood in the aggregate during the policy
year
	  	$250,000,000  	  	 	  	 	  	 
	 Flood High Hazards Zones
	  	$50,000,000  	  	 	  	 	  	 
	 Deductibles:
	  	 	  	 	  	 	  	 
	 Property Damage & Time Element Combined all
 converting, warehouse & office
locations
	  	$100,000  	  	 	  	 	  	 
	 Property Damage & Time Element Combined all
 mills less than $50,000.000 in values

	  	$250,000  	  	 	  	 	  	 
	 Property Damage & Time Element Combined all
 mills over $50,000.000 in
values
	  	$500,000  	  	 	  	 	  	 
	 Except Time Element
Demopolis
	  	7 X ADV  	  	 	  	 	  	 
	 Earthquake subject to a minimum of
$500,000
	  	See Endt  	  	 	  	 	  	 
	 Flood per occurrence &
aggregate at premises outside a
500-year flood plain
	  	$500,000  	  	 	  	 	  	 
	 Flood per occurrence &
aggregate at premises outside a
100-year flood plain but within a 500-year flood plain
	  	$500,000  	  	 	  	 	  	 
	 Flood per occurrence &
aggregate at premises within a
100-year flood plain per location/ bldg/cnts/te basis
	  	$1,000,000  	  	 	  	 	  	 
	 Service Interruption
	  	24 Hours  	  	 	  	 	  	 
	 Software Loss Waiting
Period
	  	48 Hours  	  	 	  	 	  	 
	 Terrorism Certified &
Noncertified
	  	See Endt  	  	 	  	 	  	 
	 Transit Each Occurrence
	  	$25,000  	  	 	  	 	  	 
	 Southern Container Corp. - Underground
Storage Tank
Policy – Lancaster
	  	$1,000,000  	  	02/09/2008-09    	  	Ace	  	G2183409
	      
	  	 	  	 	  	 	  	 
	 FLOOD
	  	 	  	 	  	 	  	 
	 Mill Building
Lynchburg
	  	$500,000  	  	04/07/07-08    	  	Fidelity National   Ins Co	  	45251009879603
	 Contents
	  	$500,000  	  	 	  	 	  	 
	 Deductible Per Building Per Contents

	  	$5,000  	  	 	  	 	  	 
	 LDC Building
Lynchburg
	  	$500,000  	  	02/24/06-07    	  	Fidelity National   Ins Co	  	45251009404102
	 Contents
	  	$500,000  	  	 	  	 	  	 
	 Deductible Per Building Per Contents

	  	$5,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 









									
	COVERAGE	  	COVERAGE LIMITS    	  	POLICY      
PERIOD      	  	CARRIER        	  	POLICY NUMBER  
	 Mill Building Dallas Plant No
1
	  	$500,000  	  	08/02/07-08    	  	Fidelity National     Ins Co    	  	42251014728803
	 Contents of Mill
Building
	  	$500,000  	  	 	  	 	  	 
	 Deductible Per Building Per Contents

	  	$500  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Paper Mill Rd Delaware Water Gap PA

	  	$500,000  	  	8/11/07-08    	  	Hartford Fire Ins     Co    	  	87028123182007
	 Contents of Mill
Building
	  	$500,000  	  	 	  	 	  	 
	 Deductible Per Building Per Contents

	  	$5,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 800 S Romy Eaton IN
	  	$500,000  	  	09/07/07-08    	  	Hartford Fire Ins     Co  	  	87028413452007
	 Contents of Mill
Building
	  	$500,000  	  	 	  	 	  	 
	 Deductible Per Building Per Contents

	  	$5,000  	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 ENVIRONMENTAL
POLICY
	  	 $5,000,000/$25,000.000  
 Aggregate limit  
	  	Purchase date
 through 10 years    
	  	Chubb    	  	0008046601
	 BONDS
	  	 	  	 	  	 	  	 
	      
	  	 	  	 	  	 	  	 
	 Utility Deposit Bond City of Athens
Utilities
	  	$36,000  	  	9/14/07-08    	  	Travelers Ins Co    	  	103408447
	 License Bond Memphis & Shelby
County
	  	$25,000  	  	10/28/07-08    	  	Travelers Ins Co    	  	103408448
	 Utility Deposit Bond Tullahoma Utilities
Board
	  	$22,000  	  	10/10/07-08    	  	Travelers Ins Co    	  	103781760
	 Utility Deposit Bond Knoxville Utilities
Board
	  	$52,500  	  	10/10/07-08    	  	Travelers Ins Co    	  	103781759
	 Utility Deposit Bond Electric Power
Board of Chattanooga
	  	$9,250  	  	11/30/07-08    	  	Travelers Ins Co    	  	104823173
	 Utility Deposit Bond Electric Power
Board of Chattanooga
	  	$500,000  	  	11/21/07-08    	  	Travelers Ins Co    	  	104823172
	 Utility Deposit Bond Sequatchee Valley
Electric Cooperative
	  	$80,000  	  	12/21/07-08    	  	Travelers Ins Co    	  	104823196
	 Fuel Tax Bond Commonwealth of Kentucky

	  	$1,000  	  	5/10/06-09    	  	Travelers Ins Co    	  	35S64000032
	 Motor Tax Carrier Tax Bond State of
Alabama
	  	$2,000  	  	7/3/06-09    	  	Travelers Ins Co    	  	35S64000558








 Schedule 3.13 
 Subsidiaries and Joint Ventures 
  

									
	Name	 	Jurisdiction	 	% of Shares or
Equity Interest  	 	Owned by	 	Restricted or
Unrestricted
Subsidiary or
Joint Venture
	 Alliance Asia, LLC
	 	Delaware	 	100%	 	 Rock-Tenn Packaging
 Company
	 	Restricted Subsidiary
	 Alliance Display Company
 of Canada
	 	 Nova Scotia
 Canada
	 	100%	 	Groupe Cartem Wilco Inc.	 	Restricted Subsidiary
	 Display Source Alliance,
 LLC
	 	Texas	 	45%	 	 Rock-Tenn Converting
 Company
	 	Joint Venture
	 Dominion Paperboard
 Products Ltd.
	 	Quebec Canada	 	100%	 	RTS Packaging, LLC	 	Unrestricted Subsidiary
	 Fold-Pak, LLC
	 	Delaware	 	100%	 	 Rock-Tenn Converting
 Company
	 	Restricted Subsidiary
	 GraphCorr LLC
	 	Delaware	 	68%	 	Southern Container Corp.	 	Unrestricted Subsidiary/Joint Venture
	 Greenpine Road LLC
	 	Virginia	 	50%	 	Southern Container Corp.	 	Joint Venture
	 Groupe Cartem Wilco Inc.
	 	 Quebec
 Canada
	 	100%	 	 Rock-Tenn Company of
 Canada II
	 	Restricted Subsidiary
	 Ling Industries Inc.
	 	Quebec Canada	 	100%	 	 Rock-Tenn Company of
 Canada
	 	Restricted Subsidiary
	 Ling Quebec Inc.
	 	Quebec Canada	 	100%	 	Groupe Cartem Wilco Inc.	 	Restricted Subsidiary
	 PCPC, Inc.
	 	California	 	100%	 	 Rock-Tenn Converting
 Company
	 	Restricted Subsidiary
	 Pohlig Bros., LLC
	 	Virginia	 	50%	 	Southern Container Corp.	 	Joint Venture
	 PREflex LLC
	 	Delaware	 	100%	 	Southern Container Corp.	 	Restricted Subsidiary
	 Quality Packaging
 Specialists International,
 LLC
	 	Delaware	 	23.96%	 	 Rock-Tenn Converting
 Company
	 	Joint Venture
	 Rock-Tenn Canada
 Holdings, Inc.
	 	Georgia	 	100%	 	Rock-Tenn Company	 	Restricted Subsidiary
	 Rock-Tenn Canada
 Holdings II, Inc. (Inactive)
	 	Georgia	 	100%	 	Rock-Tenn Company	 	Restricted Subsidiary
	 Rock-Tenn Company of
 Canada
	 	Nova Scotia Canada	 	100%	 	 Rock-Tenn Company of
 Canada III
	 	Restricted Subsidiary
	 Rock-Tenn Company of
 Canada II
	 	 Nova Scotia
 Canada
	 	100%	 	 Rock-Tenn Company of
 Canada
	 	 Restricted
 Subsidiary


  

 13 









									
	Name	 	Jurisdiction	 	% of Shares or
Equity Interest  	 	Owned by	 	Restricted or
Unrestricted
Subsidiary or
Joint Venture
	 Rock-Tenn Company of
 Canada III
	 	 Nova Scotia
 Canada
	 	100%	 	 Rock-Tenn Canada
 Holdings, Inc.
	 	 Restricted
 Subsidiary

	 Rock-Tenn Company of
 Illinois, Inc. (Inactive)
	 	Illinois	 	100%	 	Rock-Tenn Company	 	Restricted Subsidiary
	 Rock-Tenn Company of
 Texas
	 	Georgia	 	100%	 	Rock-Tenn Company	 	Restricted Subsidiary
	 Rock-Tenn Company, Mill
 Division, LLC (Inactive)
	 	Tennessee	 	100%	 	Rock-Tenn Converting Company	 	Restricted Subsidiary
	 Rock-Tenn Converting
 Company
	 	Georgia	 	100%	 	Rock-Tenn Company	 	Restricted Subsidiary
	 Rock-Tenn Display
 Company (Inactive)
	 	Delaware	 	100%	 	Rock-Tenn Company	 	Restricted Subsidiary
	 Rock-Tenn Financial,
Inc.
	 	Delaware	 	100%	 	Rock-Tenn Company	 	Unrestricted Subsidiary
	 Rock-Tenn Leasing
 Company, LLC
	 	Georgia	 	100%	 	 Rock-Tenn Converting
 Company
	 	 Restricted
 Subsidiary

	 Rock-Tenn Mill Company,
 LLC
	 	Georgia	 	100%	 	 Rock-Tenn Converting
 Company
	 	Restricted Subsidiary
	 Rock-Tenn Packaging and
 Paperboard, LLC
	 	Georgia	 	100%	 	 Rock-Tenn Converting
 Company
	 	Restricted Subsidiary
	 Rock-Tenn Packaging
 Company
	 	Delaware	 	100%	 	Rock-Tenn Company	 	Restricted Subsidiary
	 Rock-Tenn Partition
 Company
	 	Georgia	 	11.51%  
 88.49%
	 	 Rock-Tenn Company of
 Texas
  
 Rock-Tenn Converting
Company
	 	Restricted Subsidiary
	 Rock-Tenn Real Estate,
 LLC (Inactive)
	 	Georgia	 	60%  
  
 40%
	 	 Rock-Tenn Company, Mill Division, LLC
  
 PCPC, Inc.
	 	Restricted Subsidiary
	 Rock-Tenn
 Services Inc.
	 	Georgia	 	100%	 	Rock-Tenn Converting Company	 	Restricted Subsidiary
	 Rock-Tenn Shared
 Services, LLC
	 	Georgia	 	100%	 	PCPC, Inc.	 	Restricted Subsidiary
	 RTS
Embalajes de
 Argentina
	 	Argentina	 	51.37%  
 .18%
  
  
 48.45%
	 	 RTS Packaging, LLC
  
 RTS Packaging Foreign
 Holdings, LLC
  
 RTS Embalajes
De Chile Limitada
	 	Unrestricted Subsidiary

  

 14 









									
	Name	 	Jurisdiction	 	% of Shares or
Equity Interest    	 	Owned by	 	Restricted or
Unrestricted
Subsidiary or
Joint Venture
	 RTS
Embalajes De Chile
 Limitada
	 	Chile	 	99%  
 1%
	 	 RTS Packaging, LLC
  
 Rock-Tenn Partition
 Company
	 	Unrestricted Subsidiary
	 RTS
Empaques, S. De R.L.
 CV
	 	Mexico	 	99%  
 1%
	 	 RTS Packaging, LLC
  
 Rock-Tenn Company
	 	Unrestricted Subsidiary
	 RTS
Packaging Foreign
 Holdings, LLC
	 	Georgia	 	100%	 	RTS Packaging, LLC	 	 Unrestricted
 Subsidiary

	 RTS Packaging, LLC
	 	Delaware	 	65%	 	Rock-Tenn Partition Company	 	Unrestricted Subsidiary/Joint Venture
	 Schiffenhaus California,
 LLC
	 	Delaware	 	25%  
 25%
	 	 Southern Container Corp.
  
 Schiffenhaus Services, Inc.
	 	Unrestricted Subsidiary/Joint Venture
	 Schiffenhaus Canada Inc.
	 	New Brunswick	 	33.33%  
 33.33%
	 	 Southern Container Corp.
  
 Schiffenhaus Services, Inc.
	 	Unrestricted Subsidiary/Joint Venture
	 Schiffenhaus Industries,
Inc.
	 	New Jersey	 	100%	 	Southern Container Corp.	 	Restricted Subsidiary
	 Schiffenhaus Packaging
 Corp.
	 	New Jersey	 	100%	 	Schiffenhaus Industries, Inc.	 	Restricted Subsidiary
	 Schiffenhaus Services,
Inc.
	 	Delaware	 	100%	 	Schiffenhaus Industries, Inc.	 	Restricted Subsidiary
	 Seven
Hills Paperboard,
 LLC
	 	Delaware	 	49%	 	Rock-Tenn Converting Company	 	Joint Venture
	 Solvay Paperboard LLC
	 	Delaware	 	84.94%  
  
 7.56%
  

 
 7.50%
	 	 Southern Container Holding Corp.
  
 Schiffenhaus Packaging
 Corp.
  
 TenCorr
Containerboard, Inc.
	 	Restricted Subsidiary
	 Southern Container Corp.
	 	Delaware	 	100%	 	Rock-Tenn Company	 	Restricted Subsidiary
	 Southern Container
 Holding Corp.
	 	Delaware	 	100%	 	Southern Container Corp.	 	Restricted Subsidiary
	 Southern Container
 Management Corp.
	 	Delaware	 	100%	 	Southern Container Corp.	 	Restricted Subsidiary
	 TenCorr Containerboard
 Inc.
	 	Nevada	 	100%	 	Southern Container Corp.	 	Restricted Subsidiary

  

 15 









									
	Name	 	Jurisdiction	 	% of Shares or
Equity Interest  	 	Owned by	 	Restricted or
Unrestricted
Subsidiary or
Joint Venture
	 Wabash
Development, Inc.
 (Inactive)
	 	Unknown	 	50%	 	Waldorf Corporation	 	Joint Venture
	 Waldorf Corporation
	 	Delaware	 	100%	 	Rock-Tenn Company	 	Restricted Subsidiary
	 Waldorf Realty
(Inactive)
	 	Delaware	 	100%	 	Waldorf Corporation	 	Restricted Subsidiary
	 Wilco Inc.
	 	Quebec Canada	 	100%	 	Groupe Cartem Wilco Inc.	 	Restricted Subsidiary

  

 16 








 Schedule 3.15 
 ERISA 
  

	(1)	 Defined Benefit Plans Maintained: 


  

	 	a.	 RTS Packaging, LLC Pension Plan for Certain Wage Hour Employees 


  

	 	b.	 RTS Packaging, LLC Pension Plan 


  

	 	c.	 Rock-Tenn Company Pension Plan 


  

	 	d.	 Rock-Tenn Company Pension Plan for Certain Wage Hour Employees 


  

	 	e.	 Rock-Tenn Company Pension Plan for Certain Employees Covered Under Collectively Bargained Agreements 


  

	(2)	 Multiemployer Defined Benefit Plans To Which Contributions Are Made: 


 The Paper Industry Union Management Pension Fund 
  

 17 








 Schedule 3.16 
 Intellectual Property 
 PATENTS AND PATENT
APPLICATIONS 
 ISSUED U.S. 
  

									
	Description	 	        Patent No.        	 	        Issued        	  	Credit Party/Subsidiary
	 1.
	 	FLOSS DISPENSER CAP	 	7243663	 	07/17/07	  	Rock-Tenn Shared Services, LLC
	 2.
	 	DISK PACKAGING	 	7028835	 	04/18/06	  	Rock-Tenn Shared Services, LLC
	 3.
	 	EASY-OPEN DISPLAY SHIPPING CONTAINER	 	6976588	 	12/20/05	  	Rock-Tenn Shared Services, LLC
	 4.
	 	PHOTOGRAPH HOLDER	 	6935506	 	08/30/05	  	Rock-Tenn Shared Services, LLC
	 5.
	 	MULTI-PLY PAPERBOARD PREPARED FROM RECYCLED MATERIALS	 	6833055	 	12/21/04	  	Rock-Tenn Shared Services, LLC
	 6.
	 	CHILLED ITEM SERVER	 	6763667	 	07/20/04	  	Rock-Tenn Shared Services, LLC
	 7.
	 	WRAP-AROUND PACKAGES	 	6691864	 	02/17/04	  	Rock-Tenn Shared Services, LLC
	 8.
	 	RECLOSABLE FOOD CONTAINER	 	6676010	 	01/13/04	  	Rock-Tenn Shared Services, LLC
	 9.
	 	MULTI-PLY PAPERBOARD PREPARED FROM RECYCLED MATERIALS	 	6669814	 	12/30/03	  	Rock-Tenn Shared Services, LLC
	 10.
	 	HIGH-SPEED LABEL APPLICATOR	 	6596105	 	07/22/03	  	Rock-Tenn Shared Services, LLC
	 11.
	 	KEG SERVER	 	6481238	 	11/19/02	  	Rock-Tenn Shared Services, LLC
	 12.
	 	POINT-OF-SALE CHILLED PRODUCT HOUSING	 	6453682	 	09/24/02	  	Rock-Tenn Shared Services, LLC
	 13.
	 	POINT OF SALE PRODUCT CHILLER	 	6415623	 	07/09/02	  	Rock-Tenn Shared Services, LLC
	 14.
	 	HINGED PANEL FOR FURNITURE	 	6399172	 	06/04/02	  	Rock-Tenn Shared Services, LLC
	 15.
	 	POINT-OF-SALE CHILLED PRODUCT HOUSING	 	6370885	 	04/16/02	  	Rock-Tenn Shared Services, LLC
	 16.
	 	CARRIER FOR DRINK CUPS	 	6230882	 	05/15/01	  	Rock-Tenn Shared Services, LLC
	 17.
	 	FOLDING CARTON AND BLANK WITH RECLOSURE MEANS	 	6206280	 	03/27/01	  	Rock-Tenn Shared Services, LLC
	 18.
	 	UNIVERSAL SIDEKICK MOUNT BRACKET	 	6070841	 	06/06/00	  	Rock-Tenn Shared Services, LLC
	 19.
	 	REUSABLE ENVELOPE	 	6070792	 	06/06/00	  	Rock-Tenn Shared Services, LLC
	 20.
	 	CHILLED ITEM SERVER	 	6067810	 	05/30/00	  	Rock-Tenn Shared Services, LLC
	 21.
	 	PHOTO FOLDER WITH CASSETTE HOLDER	 	6045034	 	04/04/00	  	Rock-Tenn Shared Services, LLC
	 22.
	 	CASING BOARD INCLUDING CLEAR OVERLAY DEFINING EXTERIOR	 	6039494	 	03/21/00	  	Rock-Tenn Shared Services, LLC
	 23.
	 	ENVELOPE WITH TAB LOCKS AND CASSETTE HOLDER	 	5984167	 	11/16/99	  	Rock-Tenn Shared Services, LLC
	 24.
	 	FOLDING CARTON AND BLANK WITH RECLOSURE MEANS	 	5947368	 	09/07/99	  	Rock-Tenn Shared Services, LLC
	 25.
	 	PLASTIC LAMINATED STRUCTURAL BOARD AND METHOD	 	5919575	 	07/06/99	  	Rock-Tenn Shared Services, LLC
	 26.
	 	RECLOSABLE FOOD CONTAINER	 	5855315	 	01/05/99	  	Rock-Tenn Shared Services, LLC
	 27.
	 	PEGBOARD-MOUNTABLE ADJUSTABLE MERCHANDISING RACK7	 	5746328	 	05/05/98	  	Rock-Tenn Shared Services, LLC
	 28.
	 	CLOSABLE CARTON	 	5620134	 	04/15/97	  	Rock-Tenn Shared Services, LLC
	 29.
	 	CHILLED BEVERAGE DISPLAY CONTAINER	 	5596880	 	01/28/97	  	Rock-Tenn Shared Services, LLC
	 30.
	 	PEGHOOK WITH CORRUGATED DISPLAY PANEL	 	5595309	 	01/21/97	  	Rock-Tenn Shared Services, LLC
	 31.
	 	LIPLESS FOLDING CARTONS AND BLANKS	 	5588584	 	12/31/96	  	Rock-Tenn Shared Services, LLC

  
  
  

	7	 Next maintenance fee window opens 05/05/2009; maintenance fee will not be paid and patent will be allowed to expire. 



 

 18 









									
	Description	 	        Patent No.        	 	        Issued        	  	Credit
Party/Subsidiary
	32.	 	FOLDING CARTON BLANK WITH FEED GATE ENGAGING NOTCH	 	5484102	 	01/16/96	  	Rock-Tenn Shared Services, LLC
	33.	 	CHILLED BEVERAGE DISPLAY CONTAINER	 	5433085	 	07/18/95	  	Rock-Tenn Shared Services, LLC
	34.	 	COLLAPSED CARTON TUBE AND ICE CREAM CARTON FORMED	 	5417366	 	05/23/95	  	Rock-Tenn Shared Services, LLC
	35.	 	RECLOSABLE FOOD TRAY AND TRAY BLANK	 	5411204	 	05/02/95	  	Rock-Tenn Shared Services, LLC
	36.	 	FOLDING CARTON FOR CONTAINING A SEMI-SOLID PRODUCT	 	5409160	 	04/25/95	  	Rock-Tenn Shared Services, LLC
	37.	 	CUP CONTAINER WITH INTEGRAL CLOSURE	 	5358175	 	10/25/94	  	Rock-Tenn Shared Services, LLC
	38.	 	FOLDING CARTON BLANK	 	5351881	 	10/04/94	  	Rock-Tenn Shared Services, LLC
	39.	 	FOLDING CARTON FOR CONTAINING A SEMI-SOLID PRODUCT	 	5288012	 	02/22/94	  	Rock-Tenn Shared Services, LLC
	40.	 	DISPLAY CARTON AND BLANK THEREFOR	 	5263633	 	11/23/93	  	Waldorf Corporation
	41.	 	CARTON WITH IMPROVED POURING SPOUT	 	5215250	 	06/01/93	  	Waldorf Corporation
	42.	 	OPENING STRUCTURE FOR WEDGE-SHAPED PIE CARTON	 	5213255	 	05/25/93	  	Waldorf Corporation
	43.	 	RECLOSEABLE CARTON WITH POURING SPOUT	 	5205480	 	04/27/93	  	Waldorf Corporation
	44.	 	SLIDE TOP DISPENSING CARTON AND BLANK THEREFOR	 	5184770	 	02/09/93	  	Waldorf Corporation
	45.	 	METHOD FOR MAKING SELECTIVELY METALLIZED MICROWAVE	 	5095186	 	03/10/92	  	Waldorf Corporation
	46.	 	TAMPER EVIDENT CONSUMER PRODUCT PACKAGE, WINDOWED	 	5060853	 	10/29/91	  	Rock-Tenn Shared Services, LLC
	47.	 	BAG-LIKE FOLDING CARTON	 	5060850	 	10/29/91	  	Waldorf Corporation
	48.	 	CARTON WITH OVER CENTER TOGGLE ACTION INDICATING TAB	 	5058803	 	10/22/91	  	Rock-Tenn Shared Services, LLC
	49.	 	PIPETTE UNITIZER AND SHIPPER	 	5057282	 	10/15/91	  	Waldorf Corporation
	50.	 	TWO-CELL SLIDE TOP DISPENSER WITH TAMPER EVIDENT TOP	 	5056708	 	10/15/91	  	Waldorf Corporation
	51.	 	CLOSABLE CARTON WITH IMPROVED SNAP ACTION LOOK	 	5037026	 	08/06/91	  	Rock-Tenn Shared Services, LLC
	52.	 	CARTON AND BLANK FOR PACKAGING ICE CREAM AND THE LIKE	 	5033622	 	07/23/91	  	Rock-Tenn Shared Services, LLC
	53.	 	RECLOSEABLE CARTON WITH POURING SPOUT	 	5007542	 	04/16/91	  	Waldorf Corporation
	54.	 	CARTON AND BLANK FOR PACKAGING ICE CREAM OR THE LIKE	 	4872609	 	10/10/89	  	Rock-Tenn Shared Services, LLC
	55.	 	CARTON AND BLANK FOR PACKAGING ICE CREAM OR THE LIKE (Note: Patent expires 04/04/2008)	 	4826074	 	05/02/89	  	Rock-Tenn Shared Services, LLC
	56.	 	CARTON AND BLANK FOR PACKAGING ICE CREAM AND THE LIKE (Note: Patent expires 04/20/2008)	 	4819864	 	04/11/89	  	Rock-Tenn Shared Services, LLC
	57.	 	HORIZONTAL POINT-OF-PURCHASE DISPLAY STAND	 	D401777	 	12/01/98	  	Rock-Tenn Shared Services, LLC
	58.	 	POINT-OF-PURCHASE DISPLAY STAND	 	D390729	 	02/17/98	  	Rock-Tenn Shared Services, LLC
	59.	 	BLANK FOR A CLOSABLE CUP	 	D369744	 	05/14/96	  	Rock-Tenn Shared Services, LLC
	60.	 	CLOSABLE CUP	 	D367816	 	03/12/96	  	Rock-Tenn Shared Services, LLC
	61.	 	BLANK FOR CUP WITH TOP CLOSURE	 	D358092	 	05/09/95	  	Rock-Tenn Shared Services, LLC
	62.	 	OVEN HEATABLE FOOD PACKAGE	 	D349049	 	07/26/94	  	Rock-Tenn Shared Services, LLC
	63.	 	OVEN HEATABLE FOOD PACKAGE	 	D348833	 	07/19/94	  	Rock-Tenn Shared Services, LLC

  

 19 








 PENDING U.S. 
  

									
	Description	 	        Appl. No.        	 	        Filing Date        	  	Credit
Party/Subsidiary
	1.	 	UNPUBLISHED	 	12035839	 	02/22/08	  	Rock-Tenn Shared Services, LLC
	2.	 	UNPUBLISHED	 	12035567	 	02/22/08	  	Rock-Tenn Shared Services, LLC
	3.	 	UNPUBLISHED	 	12023080	 	01/31/08	  	Rock-Tenn Shared Services, LLC
	4.	 	UNPUBLISHED	 	12014873	 	01/16/08	  	Rock-Tenn Shared Services, LLC
	5.	 	UNPUBLISHED	 	11847850	 	08/30/07	  	Rock-Tenn Shared Services, LLC
	6.	 	THEFT DETERRENT SYSTEM HOOK	 	 11761847
 20070283615
	 	06/12/07	  	Rock-Tenn Shared Services, LLC
	7.	 	PALLET SYSTEM	 	11732064	 	04/02/07	  	Rock-Tenn Shared Services, LLC
	8.	 	UNPUBLISHED	 	11528032	 	10/17/03	  	Rock-Tenn Shared Services, LLC
	9.	 	PACKAGING AND PROCESS OF AUTHENTICATING PACKAGING	 	11510056	 	08/25/06	  	Rock-Tenn Shared Services, LLC
	10.	 	DISPENSING SYSTEM	 	11444939	 	05/31/06	  	Rock-Tenn Shared Services, LLC
	11.	 	THEFT DETERRENT SYSTEM	 	11415524	 	05/02/06	  	Rock-Tenn Shared Services, LLC
	12.	 	ADJUSTABLE PALLET DISPLAY UNIT	 	 11414075
 20070000857
	 	04/28/06	  	Rock-Tenn Shared Services, LLC
	13.	 	TIME DELAY PRODUCT PUSHING SYSTEM	 	11409885	 	04/24/06	  	Rock-Tenn Shared Services, LLC
	14.	 	PRODUCT PACKAGING	 	11392269	 	03/29/06	  	Rock-Tenn Shared Services, LLC
	15.	 	DISPLAY DEVICE FOR RETAIL GOODS	 	11321137	 	12/29/04	  	Rock-Tenn Shared Services, LLC
	16.	 	PACKAGING AND PROCESS OF AUTHENTICATING PACKAGING	 	11241195	 	09/30/05	  	Rock-Tenn Shared Services, LLC
	17.	 	EASY OPEN CONTAINER	 	11202524	 	08/12/05	  	Rock-Tenn Shared Services, LLC
	18.	 	UNPUBLISHED	 	11165916	 	06/24/05	  	Rock-Tenn Shared Services, LLC
	19.	 	DISPLAY SYSTEM	 	11151106	 	06/13/05	  	Rock-Tenn Shared Services, LLC
	20.	 	PACKAGING MATERIALS WITH EMBEDDED SECURITY MECHANISM8	 	 11137083
 20050269819
	 	05/25/05	  	Rock-Tenn Shared Services, LLC
	21.	 	DISPLAY	 	 11068627
 20050189311
	 	02/28/05	  	Rock-Tenn Shared Services, LLC
	22.	 	THEFT DETERRENT SYSTEM	 	 10967811
 20050189369
	 	10/18/04	  	Rock-Tenn Shared Services, LLC
	23.	 	RECLOSABLE FOOD CONTAINER	 	 10392525
 20040182916
	 	03/19/03	  	Rock-Tenn Shared Services, LLC
	24.	 	GREASE MASKING PACKAGING MATERIALS AND METHODS	 	 09896552
 20020114933
	 	06/29/01	  	Rock-Tenn Shared Services, LLC
	25.	 	UNPUBLISHED – PROVISIONAL	 	61024245	 	01/29/08	  	Rock-Tenn Shared Services, LLC
	26.	 	UNPUBLISHED – PROVISIONAL	 	61016082	 	12/21/07	  	Rock-Tenn Shared Services, LLC
	27.	 	UNPUBLISHED – PROVISIONAL	 	61001193	 	10/31/07	  	Rock-Tenn Shared Services, LLC
	28.	 	UNPUBLISHED – PROVISIONAL	 	60967877	 	09/07/07	  	Rock-Tenn Shared Services, LLC
	29.	 	UNPUBLISHED – PROVISIONAL	 	60965585	 	08/21/07	  	Rock-Tenn Shared Services, LLC
	30.	 	UNPUBLISHED – PROVISIONAL	 	60920380	 	03/27/07	  	Rock-Tenn Shared Services, LLC

 ISSUED CANADIAN 
  

									
	Description	 	        Patent No.        	 	        Issued        	  	Credit
Party/Subsidiary
	 1.
	 	CUP CONTAINER WITH INTEGRAL CLOSURE	 	2097768	 	05/15/01	  	Rock-Tenn Shared Services, LLC
	 2.
	 	OPENING STRUCTURE FOR WEDGE-SHAPED PIE CARTON	 	2067856	 	12/10/02	  	Waldorf Corporation

  
  
  

	8	 Abandoning application in July 2008. 


  

 20 








 PENDING CANADIAN 
  

									
	Description	 	        Appl. No.        	 	        Filing Date        	  	Credit
Party/Subsidiary
	 1.
	 	 UNPUBLISHED
	 	TBD	 	02/22/08	  	Rock-Tenn Shared Services, LLC
	2.	 	LOCKING CONTAINER (Note: Will be abandoned 03/27/2008)	 	2541082	 	03/27/06	  	Rock-Tenn Shared Services, LLC
	3.	 	GREASE MASKING PACKAGING MATERIALS AND METHODS THEREOF	 	2432411	 	06/25/03	  	Rock-Tenn Shared Services, LLC
	4.	 	THEFT DETERRENT SYSTEM HOOK	 	2591108	 	06/08/07	  	Rock-Tenn Shared Services, LLC
	5.	 	MULTI-PLY PAPERBOARD PREPARED FROM RECYCLED MATERIALS AND METHODS OF MANUFACTURING SAME	 	2379830	 	03/28/02	  	Rock-Tenn Shared Services, LLC
	6.	 	DISPENSING SYSTEM	 	2590785	 	05/30/07	  	Rock-Tenn Shared Services, LLC
	7.	 	EASY OPEN CONTAINER	 	2577120	 	02/12/07	  	Rock-Tenn Shared Services, LLC

 ISSUED MEXICAN 
  

									
	Description	 	        Patent No.        	 	        Issued        	  	Credit Party/Subsidiary
	 1.
	 	 IMPROVED OPENING STRUCTURE FOR WEDGE SHAPED PIE
CARTON
	 	180342	 	12/06/95	  	Waldorf Corporation

 PENDING MEXICAN 
  

									
	Description	 	        Appl. No.        	 	        Filing Date        	  	Credit Party/Subsidiary
	1.	 	MULTI-PLY PAPERBOARD PREPARED FROM RECYCLED MATERIALS AND METHODS OF MANUFACTURING SAME	 	PA/a/2002/003338	 	04/01/02	  	Rock-Tenn Shared Services,
LLC
	2.	 	THEFT DETERRENT SYSTEM HOOK	 	MX/A/2007/006458	 	06/11/07	  	Rock-Tenn Shared Services, LLC
	3.	 	DISPENSING SYSTEM	 	MX/A/2007/006458	 	05/31/06	  	Rock-Tenn Shared Services, LLC
	4.	 	GREASE MASKING PACKAGING MATERIALS AND METHODS THEREOF	 	PA/a/2003/005799	 	11/07/06	  	Rock-Tenn Shared Services, LLC

 LICENSED-IN PATENTS 
  

									
	Description	 	        Patent No.        	 	        Issued        	  	Credit
Party/Subsidiary
	 1.
	 	APPARATUS FOR MOUNTING A CUTTING STRIP	 	CA 2306490	 	12/19/06	  	Rock-Tenn Company
	 2.
	 	APPARATUS FOR MOUNTING A CUTTING STRIP	 	US 6325128	 	12/04/01	  	Rock-Tenn Company
	 3.
	 	APPARATUS FOR MOUNTING A CUTTING STRIP	 	US 6568449	 	05/27/03	  	Rock-Tenn Company
	 4.
	 	SERRATED CUTTING STRIP	 	US 6851592	 	02/08/05	  	Rock-Tenn Company
	 5.
	 	IMPREGNATED AND SERRATED CUTTING STRIP FOR A CARTON	 	US 5866221	 	02/02/99	  	Rock-Tenn Company
	 6.
	 	FOOD CARRIER	 	US D461713	 	08/20/02	  	Rock-Tenn Converting Company
	 7.
	 	SLEEVE BOX	 	US 6615985	 	09/09/03	  	Rock-Tenn Converting Company
	 8.
	 	MANUALLY OPERABLE AND SELF-ERECTING FOLDABLE PLANAR IMAGE BOARD AND EASEL COMPOSITE DISPLAY DEVICE	 	US 6508023	 	01/21/03	  	Rock-Tenn Converting Company

  

 21 









									
	Description	 	        Patent No.        	 	        Issued        	  	Credit
Party/Subsidiary
	9.	 	FOLDABLE STEPPED DISPLAY STAND HAVING SHELVES WITH OPEN SIDES	 	US 6871750	 	03/29/05	  	Rock-Tenn Converting Company
	10.	 	DISPLAY STAND WITH FOLDABLE SELF ERECTING SUPPORTING BASE	 	US 6918491	 	07/19/05	  	Rock-Tenn Converting Company
	11.	 	DISPLAY MERCHANDISE TRAY	 	US D493309	 	07/27/04	  	Rock-Tenn Converting Company
	12.	 	FOLDABLE AND SELF-ERECTING DISPLAY STAND AND EASEL	 	US APP SN 10/869,375	 	N/A	  	Rock-Tenn Converting Company
	13.	 	FOLDABLE STEPPED DISPLAY STAND HAVING SHELVES WITH OPEN SIDES	 	US 7261215	 	08/28/07	  	Rock-Tenn Converting Company
	14.	 	FOLDABLE STEPPED DISPLAY STAND	 	US 7111743	 	09/26/06	  	Rock-Tenn Converting Company
	15.	 	MULTIPLE US AND CANADIAN PATENTS LICENSED FROM RIVERWOOD INTERNATIONAL CORPORATION	 	 	 	 	  	SEE LICENSE AGREEMENT

  

 22 








 TRADEMARKS AND TRADEMARK APPLICATIONS 
 REGISTERED U.S. 
  

									
	Mark	 	        Reg. No.        	 	        Reg. Date        	  	Credit
Party/Subsidiary
	1.	 	INSIDE THE ROCK	 	3338967	 	11/20/07	  	Rock-Tenn Shared Services , LLC
	2.	 	AROUND THE ROCK	 	3338940	 	11/20/07	  	Rock-Tenn Shared Services , LLC
	3.	 	MAXLITEPDQ	 	3283823	 	08/21/07	  	Rock-Tenn Shared Services , LLC
	4.	 	MAXPDQ	 	3248291	 	05/29/07	  	Rock-Tenn Shared Services , LLC
	5.	 	FORMATIONS	 	3240303	 	05/08/07	  	Rock-Tenn Shared Services , LLC
	6.	 	DURAFREEZE	 	3149589	 	09/26/06	  	Rock-Tenn Shared Services , LLC
	7.	 	MULTILOCK	 	3127287	 	08/08/06	  	Rock-Tenn Shared Services , LLC
	8.	 	RETAIL NAVIGATOR and Design	 	3105931	 	06/20/06	  	Rock-Tenn Shared Services , LLC
	9.	 	DURAFRAME	 	2989110	 	08/30/05	  	Rock-Tenn Shared Services , LLC
	10.	 	Design only	 	2983557	 	08/09/05	  	Rock-Tenn Shared Services , LLC
	11.	 	ART ENTERTAINMENT	 	2949856	 	05/10/05	  	Rock-Tenn Shared Services , LLC
	12.	 	C 2 ART ENTERTAINMENT and Design	 	2944934	 	04/26/05	  	Rock-Tenn Shared Services , LLC
	13.	 	RT ROCK TENN SPECIALTY BOARD WHITE LABEL and Design*	 	2937706	 	04/05/05	  	Rock-Tenn Shared Services , LLC
	14.	 	BLUECUDA	 	2933884	 	03/15/05	  	Rock-Tenn Shared Services , LLC
	15.	 	RT ROCK TENN LAMINATED BOARD GREEN LABEL and Design*	 	2914474	 	12/28/04	  	Rock-Tenn Shared Services , LLC
	16.	 	ROCK DAVEY TENN EST. 1842 SOLID BOARD RED LABEL and Design*	 	2906336	 	11/30/04	  	Rock-Tenn Shared Services , LLC
	17.	 	R ROCK TENN LINER BOARD TAN LABEL and Design*	 	2904844	 	11/23/04	  	Rock-Tenn Shared Services , LLC
	18.	 	MILLENNIUM BOARD	 	2879697	 	08/31/04	  	Rock-Tenn Shared Services , LLC
	19.	 	BIO-PLUS	 	2735796	 	07/15/03	  	Rock-Tenn Shared Services , LLC
	20.	 	ROCKSOURCE	 	2709081	 	04/22/03	  	Rock-Tenn Shared Services , LLC
	21.	 	MILLMASK	 	2707972	 	04/15/03	  	Rock-Tenn Shared Services , LLC
	22.	 	CIRRUS	 	2670265	 	12/31/02	  	Rock-Tenn Shared Services , LLC
	23.	 	ADVANTAEDGE	 	2595368	 	07/16/02	  	Rock-Tenn Shared Services , LLC
	24.	 	WILCO	 	2577875	 	06/11/02	  	Wilco Inc.
	25.	 	AXIOM*	 	2483867	 	08/28/01	  	Rock-Tenn Shared Services , LLC
	26.	 	UNICASE	 	2456917	 	06/05/01	  	Rock-Tenn Shared Services , LLC
	27.	 	CONCEPT TO CONSUMER	 	2440344	 	04/03/01	  	Rock-Tenn Shared Services , LLC
	28.	 	COLD SELL	 	2332823	 	03/21/00	  	Rock-Tenn Shared Services , LLC
	29.	 	COLD SELL and Design	 	2332816	 	03/21/00	  	Rock-Tenn Shared Services , LLC
	30.	 	PREFLEX	 	2184742	 	08/25/98	  	Schiffenhaus Packaging, Corp.
	31.	 	CLIK TOP	 	2153105	 	04/21/98	  	Rock-Tenn Shared Services , LLC
	32.	 	CLIK TOP	 	2153104	 	04/21/98	  	Rock-Tenn Shared Services , LLC
	33.	 	MASTERPAK	 	2101452	 	09/30/97	  	Rock-Tenn Shared Services , LLC
	34.	 	SMARTSERV	 	2027705	 	12/31/96	  	Rock-Tenn Shared Services , LLC
	35.	 	OVENMATE	 	2027417	 	12/31/96	  	Rock-Tenn Shared Services , LLC
	36.	 	BIO-PAK	 	1821226	 	02/15/94	  	Rock-Tenn Shared Services , LLC
	37.	 	HI TECH PLUS	 	1756821	 	03/09/83	  	Rock-Tenn Shared Services , LLC
	38.	 	PRINTMATE	 	1754511	 	02/23/93	  	Rock-Tenn Shared Services , LLC
	39.	 	RT	 	1738315	 	12/08/92	  	Rock-Tenn Shared Services , LLC
	40.	 	ROCK-TENN	 	1736532	 	12/01/92	  	Rock-Tenn Shared Services , LLC
	41.	 	FOLD-PAK DESIGN	 	1694907	 	06/16/92	  	Rock-Tenn Shared Services , LLC
	42.	 	FOLD-PAK DESIGN	 	1682914	 	04/14/92	  	Rock-Tenn Shared Services , LLC
	43.	 	FOLD-PAK	 	1673691	 	01/28/92	  	Rock-Tenn Shared Services , LLC
	44.	 	HI TECH	 	1615710	 	10/02/90	  	Rock-Tenn Shared Services , LLC
	45.	 	HI TECH	 	1615706	 	10/02/90	  	Rock-Tenn Shared Services , LLC
	46.	 	EL-HI*	 	1470649	 	12/29/87	  	Rock-Tenn Shared Services , LLC
	47.	 	SOLID OAK*	 	1465447	 	11/17/87	  	Rock-Tenn Shared Services , LLC
	48.	 	E-Z KRAFT	 	1235105	 	04/19/83	  	Rock-Tenn Shared Services , LLC
	49.	 	CARTONMATE	 	1192108	 	03/16/82	  	Rock-Tenn Shared Services , LLC

  

 23 









									
	Mark	 	        Reg. No.        	 	        Reg. Date        	  	Credit
Party/Subsidiary
	 50.
	 	 CHESTNUT
	 	1097394	 	07/25/78	  	Rock-Tenn Shared Services , LLC
	 51.
	 	 RT
	 	1079374	 	12/13/77	  	Rock-Tenn Shared Services , LLC
	 52.
	 	 MULTI-PUL*
	 	1076926	 	11/08/77	  	Rock-Tenn Shared Services , LLC
	 53.
	 	 CLIM-A-PUL*
	 	1076921	 	11/08/77	  	Rock-Tenn Shared Services , LLC
	 54.
	 	 HERME-SEAL
	 	0852526	 	07/16/68	  	Waldorf Corporation
	 55.
	 	 PASTED OAK*
	 	0841883	 	01/09/68	  	Rock-Tenn Shared Services , LLC
	 56.
	 	 Design only*
	 	0838161	 	11/07/67	  	Waldorf Corporation
	 57.
	 	 GLIDE-PAK
	 	0676791	 	04/07/59	  	Rock-Tenn Shared Services , LLC


	*	 Registrations will be allowed to lapse at next renewal/affidavit date. 


 PENDING U.S. 
  

									
	Mark	 	        App. No.        	 	        Filing Date        	  	Credit
Party/Subsidiary
	 1.
	 	RETAIL NAVIGATOR NETWORK and Design**	 	78408600	 	04/27/04	  	Rock-Tenn Shared Services , LLC
	 2.
	 	GREENSOURCE	 	77393891	 	02/11/08	  	Rock-Tenn Shared Services , LLC
	 3.
	 	ANGELCOTE	 	77331377	 	11/16/07	  	Rock-Tenn Shared Services , LLC
	 4.
	 	DURATOTE	 	77315896	 	10/29/07	  	Rock-Tenn Shared Services , LLC
	 5.
	 	BIO-PLUS EARTH	 	77288227	 	09/25/07	  	Rock-Tenn Shared Services , LLC
	 6.
	 	STAK-MAX	 	77200019	 	06/07/07	  	Rock-Tenn Shared Services , LLC
	 7.
	 	EARTHEXPRESS	 	77402874	 	02/21/08	  	Rock-Tenn Shared Services, LLC


	**Application	 will be abandoned. 


 REGISTERED CANADIAN 
  

									
	Mark	 	        Reg. No.        	 	        Reg. Date        	  	Credit
Party/Subsidiary
	1.	 	EST. DAVEY 1842 & DESIGN*	 	TMDA51592	 	02/20/31	  	Rock-Tenn Shared Services , LLC
	2.	 	RED LABEL EST. DAVEY 1842 & DESIGN	 	TMDA51591	 	02/21/31	  	Rock-Tenn Shared Services , LLC
	3.	 	BLUECUDA	 	TMA674808	 	10/13/06	  	Rock-Tenn Shared Services , LLC
	4.	 	DURAFRAME	 	TMA662786	 	04/19/06	  	Rock-Tenn Shared Services , LLC
	5.	 	MILLENNIUM BOARD	 	TMA652314	 	11/04/05	  	Rock-Tenn Shared Services , LLC
	6.	 	MILLMASK	 	TMA616556	 	08/11/04	  	Rock-Tenn Shared Services , LLC
	7.	 	ADVANTAEDGE	 	TMA595523	 	11/24/03	  	Rock-Tenn Shared Services , LLC
	8.	 	WILCO	 	TMA575028	 	02/05/03	  	Wilco Inc.
	9.	 	CARTEM DESSIN	 	TMA574623	 	01/29/03	  	Groupe Cartem Wilco Inc.
	10.	 	RT (STYLIZED)	 	TMA485530	 	11/14/97	  	Rock-Tenn Shared Services , LLC
	11.	 	HI TECH PLUS	 	TMA430450	 	07/15/94	  	Rock-Tenn Shared Services , LLC
	12.	 	FOLD-PAK	 	TMA421280	 	12/17/93	  	Rock-Tenn Shared Services , LLC
	13.	 	C DESSIN	 	TMA283509	 	06/18/82	  	Ling Quebec Inc.
	14.	 	CARTEM	 	TMA278317	 	06/18/82	  	Ling Quebec Inc.


	*	 Registrations will be allowed to lapse at next renewal/affidavit date. 


 PENDING CANADIAN 
  

									
	Mark	 	        App. No.        	 	        Filing Date        	  	Credit
Party/Subsidiary
	 1.
	 	 ANGELCOTE
	 	1374996	 	12/06/07	  	Rock-Tenn Shared Services , LLC
	 2.
	 	 CARTONMATE
	 	1374987	 	12/06/07	  	Rock-Tenn Shared Services , LLC
	 3.
	 	 DURATOTE
	 	1372243	 	11/15/07	  	Rock-Tenn Shared Services , LLC
	 4.
	 	 MAXPDQ
	 	1360649	 	08/22/07	  	Rock-Tenn Shared Services , LLC
	 5.
	 	 DURAFREEZE
	 	1235839	 	10/27/04	  	Rock-Tenn Shared Services , LLC
	 6.
	 	 FORMATIONS
	 	1180006	 	06/03/03	  	Rock-Tenn Shared Services, LLC

  

 24 








 REGISTERED MEXICAN 
  

									
	Mark	 	        Reg. No.        	 	        Reg. Date        	  	Credit
Party/Subsidiary
	 1.
	 	 FORMATIONS
	 	800582	 	 	  	Rock-Tenn Shared Services , LLC
	 2.
	 	ADVANTAEDGE	 	731004	 	01/30/02	  	Rock-Tenn Shared Services , LLC
	 3.
	 	ULTRA GUARDIAN & Design	 	718237	 	05/10/01	  	Rock-Tenn Shared Services , LLC
	 4.
	 	MILLMASK	 	716686	 	09/26/01	  	Rock-Tenn Shared Services , LLC
	 5.
	 	BLUECUDA	 	711310	 	08/14/01	  	Rock-Tenn Shared Services , LLC
	 6.
	 	ULTRA GUARDIAN	 	706239	 	06/29/01	  	Rock-Tenn Shared Services , LLC
	 7.
	 	CLIK TOP	 	565343	 	11/28/97	  	Rock-Tenn Shared Services , LLC

 PENDING MEXICAN 
  

									
	Mark	 	        Reg. No.        	 	        Reg. Date        	  	Credit
Party/Subsidiary
	 1.
	 	ANGELCOTE	 	905261	 	01/07/08	  	Rock-Tenn Shared Services , LLC

 REGISTERED STATE 
  

											
	Mark	 	        State        	 	        Reg. No.        	 	        Reg. Date        	  	Credit
Party/Subsidiary
	1.	 	DISPLAYNOW AN ALLIANCE COMPANY and Design	 	PR	 	63726	 	11/22/04	  	Rock-Tenn Company
	2.	 	DISPLAYNOW AN ALLIANCE COMPANY and Design	 	PR	 	63722	 	11/22/04	  	Rock-Tenn Company
	3.	 	ROCK-TENN (Note: Expires Mar 2008)	 	WI	 	 	 	03/11/98	  	Waldorf Corporation

 TRADENAMES 
  

			
	Company	 	Tradename Used (past or present)
	 Rock-Tenn Company
	 	 None

	 Alliance Display Company of Canada
	 	 None

	 Alliance Asia, LLC
	 	 None

	 Carrier Merger Sub, Inc.
	 	 None

	 Dominion Paperboard Products Ltd.
	 	 None

	 Fold-Pak, LLC
	 	 None

	 Groupe Cartem Wilco Inc.
	 	 None

	 Ling Industries Inc.
	 	 None

	 Ling Quebec Inc.
	 	 None

	 PCPC, Inc.
	 	 Rock-Tenn Company

	 Rock-Tenn Canada Holdings, Inc.
	 	 None

	 Rock-Tenn Canada Holdings II, Inc.
	 	 None

	 Rock-Tenn Company of Canada
	 	 None

	 Rock-Tenn Company of Canada II
	 	 None

	 Rock-Tenn Company of Canada III
	 	 None

	 Rock-Tenn Company of Illinois, Inc.
	 	 None

	 Rock-Tenn Company of Texas
	 	 Rock-Tenn Recycling

	 Rock-Tenn Company, Mill Division, LLC
	 	 Rock-Tenn Recycling


  

 25 









			
	Company	 	Tradename Used (past or present)
	 Rock-Tenn Converting Company
	 	 Alliance, a Rock-Tenn
Company
 Rock-Tenn Company, Alliance Group
 Winchester Carton
 Voxgrafica

	 Rock-Tenn Display Company
	 	 None

	 Rock-Tenn Financial, Inc.
	 	 None

	 Rock-Tenn Leasing Company, LLC
	 	 None

	 Rock-Tenn Mill Company, LLC
	 	 None

	 Rock-Tenn Packaging and Paperboard, LLC
	 	 Livingston Box, a Rock-Tenn Company

	 Rock-Tenn Packaging Company
	 	 None

	 Rock-Tenn Partition Company
	 	 None

	 Rock-Tenn Real Estate, LLC
	 	 None

	 Rock-Tenn Services, Inc.
	 	 None

	 Rock-Tenn Shared Services, LLC
	 	 None

	 RTS Embalajes de Argentina
	 	 None

	 RTS Embalajes De Chile Limitada
	 	 None

	 RTS Empacques, S. De R.L. CV
	 	 None

	 RTS Packaging Foreign Holdings, LLC
	 	 None

	 Wabash Development, Inc.
	 	 None

	 Waldorf Corporation
	 	 Rock-Tenn Company

	 Waldorf Realty
	 	 None

	 Wilco Inc.
	 	 None


  

 26 








 Schedule 3.17(a) 
 Ownership of Property 
 None. 
  

 27 








 Schedule 3.17(b) 
 Liens Securing Indebtedness in excess of $5,000,000 
  

					
	Debtor	 	Owner/Secured Party/Lien Holder	 	Collateral
	Rock-Tenn Mill Company, LLC	 	 The Industrial Development Board of the City of
Demopolis
 Assignee: Robertson Banking Company
	 	All goods acquired with the proceeds of the Secured Party’s $43,340,000 Industrial
Development Revenue Bond (Gulf States Paper Project)
	Rock-Tenn Mill Company, LLC	 	 The Industrial Development Board of the City of
Demopolis
 Assignee: The Bank of New York Trust Company, as Trustee
	 	All goods acquired with the Secured Party’s $23,916,000 Industrial Development
Revenue Bond (Gulf States Paper Second Project)
	Rock-Tenn Mill Company, LLC	 	 The Industrial Development Board of the City of
Demopolis
 Assignee: The Bank of New York Trust Company, as Trustee
	 	All equipment acquired with the proceeds of the Secured Party’s (i) $104,991,347
Industrial Development Revenue Bond (Gulf States Paper Corporation Third Project), Series 1991, (ii) $77,953,631 Industrial Development Revenue Bond (Gulf States Paper Corporation Third Project), Series 1993, and (iii) $29,525,793 Industrial
Development Revenue Bond (Gulf States Paper Corporation Third Project)
	Southern Container Corp.	 	The Industrial Development Board of Rutherford County, Tennessee	 	The property identified in the Deed of Trust and Assignment of Lease from Industrial
Development Board to Trustee and Southern Container Corp.
	Solvay Paperboard LLC	 	The Onondaga County Industrial Development Agency; Onondaga County; Manufacturer’s and Trader’s
Trust Company, as Trustee; and CitiBank, N.A., as Agent	 	The entire recycled linerboard and corrugating medium mill in Solvay, New
York.
	Rock-Tenn Leasing Company, LLC	 	VFS Financing, Inc.	 	Astra SPX Aircraft

  

 28 








 Schedule 3.18 
 Indebtedness 
 Indebtedness of the Company and its
Subsidiaries in excess of $5,000,000 as of December 31, 2007: 
 $100,000,000 5.625% public notes due March 2013 issued
by Rock-Tenn Company 
 $250,000,000 8.20% public notes due August 2011 issued by Rock-Tenn Company 
 $21,370,000 Industrial Development Revenue Bonds: 
  

			
	City of Columbus, Indiana IRB (Rock-Tenn Company, Mill Division, Inc. Project)	  	 $6,750,000

		
	City of Tullahoma, Tennessee IDB (Rock-Tenn Converting Company Project)	  	 $2,520,000

		
	Waxahachie, Texas IDA (Rock-Tenn Converting Company Project)	  	 $3,850,000

		
	County of Wilson, Tennessee IRB (Rock-Tenn Converting Company Project)	  	 $2,750,000

		
	South Carolina IDB (Rock-Tenn Converting Company Project)	  	 $2,500,000

		
	DeKalb County, Georgia IRB (Rock-Tenn Company, Mill Division, Inc., Project)	  	 $1,500,000

		
	Hart County, Indiana IRB (Rock-Tenn Converting Company Project)	  	 $1,500,000


 $5,853,543 Astra SPX Aircraft financing from VFS Financing Inc. to Rock-Tenn Leasing Company, LLC

 Permitted Securitization indebtedness of Rock-Tenn Financial, Inc. of $110,000,000 
 Obligations under the following IDB leases: 
  

	 	i.	 IDB lease Agreement, by and between Gulf States Paper Corporation and Industrial Development Board of the City of Demopolis (the “ID
Board”), dated May 1, 1990, and as assigned to and assumed by GSPC Enterprises, Inc. by an Assignment and Assumption Agreement, dated December 29, 2002, as amended



  

 29 









	 	 
by that First Amendment of Lease Agreement with Rock-Tenn Mill Company, LLC dated May 27, 2005. 


  

	 	ii.	 IDB Lease Agreement, by and between Gulf States Paper Corporation and ID Board of the City of Demopolis, dated December 1, 1991, as
supplemented and amended by a Supplemental and Amendatory lease, dated December 1, 1993, and a Second Supplemental and Amendatory Lease, dated September 1, 1995, and as assigned to and assumed by GSPC Enterprises, Inc. by an Assignment and
Assumption Agreement, dated December 29, 2002, as supplemented and amended by that certain Third Supplemental and Amendatory Lease with Rock-Tenn Mill Company, LLC, dated May 27, 2005. 


  

	 	iii.	 IDB Lease Agreement, by and between Gulf States Paper Corporation and ID Board of the City of Demopolis, dated December 1, 1987, and as
assigned to and assumed by GPSC Enterprises, Inc. by an Assignment and Assumption Agreement, dated December 29, 2002, and as assigned to and assumed by Rock-Tenn Mill Company, LLC, pursuant to an Assignment and Assumption Agreement, dated
June 6, 2005. 


 Revolving Credit Agreement dated as of December 3, 1993 by and between Ling
Industries Inc. and Rock-Tenn Company for $19,435,538. 
 Section 338(h)(10) election payment to stockholders pursuant to
Section 1.19 of the Agreement and Plan of Merger by and among Rock-Tenn Company, Carrier Merger Sub, Inc., Southern Container Corp., the Stockholders listed on Schedule A thereto, Steven Hill and the Stockholders’ Representative dated
January 10, 2008, for $68,642,444. 
 Inter-company Indebtedness of the Company and its Subsidiaries in excess of $5,000,000 as of
December 31, 2007: 
  

			
	 Name
 (Borrower from Lender)
	  	        Principal Balance            
	Ling Industries Inc. from Rock-Tenn Company – Revolving Credit Agreement	  	$19,435,538
	Ling Quebec Inc. from Rock-Tenn Company of Canada $13,200,000	  	$7,250,000
	Wilco Inc. from Rock-Tenn Company of Canada $36,800,000	  	$29,013,147
	Rock-Tenn Converting Company from Rock-Tenn Financial, Inc. - Revolving Line
Agreement	  	$136,566,397*
	Rock-Tenn Converting Company from Rock-Tenn Company - Revolving Credit Agreement	  	$540,747,348
	Waldorf Corp. from Rock-Tenn Converting Company - Revolving Credit Agreement	  	$28,400,000

  
  
  

	*	 Such Indebtedness is included in, and not in addition to, Indebtedness permitted by Section 6.3(g) of the Credit Agreement.



  

 30 








 Indebtedness of the Acquired Company and its Subsidiaries in excess of $5,000,000 as of the Closing Date:

  

					
	Obligor	  	Facility	  	Amount Outstanding
	 Solvay Paperboard LLC
	  	 Installment Sale Agreement in connection with the Onondaga County Industrial Development
Agency (New York) Solid Waste Disposal Facility Revenue Refunding Bonds (Solvay Paperboard LLC Project) Series 1998.
  
	  	$120,900,000
	 Solvay
Paperboard LLC
  
  
  
  
  
  
  
 Southern Container Corp.
	  	 Installment Sale Agreement in connection with the Onondaga County Industrial Development Agency
(New York) Variable Rate Demand Solid Waste Disposal Facility Revenue Bonds (Solvay Paperboard LLC Project) Series 2000A, 2001 and 2002; Credit Agreement between Solvay Paperboard LLC and CitiBank, N.A. dated as of December 1, 2000, as
amended.
  
 Guaranty of the obligations of Solvay Paperboard LLC under the
above-referenced Credit Agreement.
  
	  	$11,400,000
	 Southern Container Corp.
	  	The Agreement and Plan of Merger by and among Rock-Tenn Company, Carrier Merger Sub, Inc., Southern Container Corp., the Stockholders listed
on Schedule A thereto, Steven Hill and the Stockholders’ Representative dated January 10, 2008.	  	Deferred Cash determined pursuant to such Merger Agreement in an amount not to exceed
the limits set forth in the definition of “Deferred Cash” in the Credit Agreement

 Obligations under the following IDB lease: 
 IDB Lease Agreement by and between the Industrial Development Board of Rutherford County, Tennessee and Southern Container Corporation dated
September 25, 2003. 
  

 31 








 Schedule 3.21 
 Payment Restrictions 
 Solvay Paperboard LLC
may not pay dividends or make other distributions unless in accordance with the terms of the Installment Sale Agreement and related documentation with respect to the Onondaga County Industrial Development Agency (New York) Solid Waste Disposal
Facility Revenue Refunding Bonds (Solvay Paperboard LLC Project) Series 1998. Such Installment Sale Agreement prohibits Restricted Payments (defined to include dividends, distributions, payments on subordinated debt, payment of the variable
management fee under the Management Agreement with Southern Container Corp., but excluding distributions to pay taxes) unless (i) the Debt Service Reserve Fund is fully funded; (ii) the Cash Flow Coverage Ratio for the last two quarters is
3 1.25:1; (iii) the projected Cash Flow Coverage Ratio for the next two quarters is 3 1.25:1; (iv) the Debt to Capitalization Ratio for the
last quarter is £ 0.85:1; (v) after giving effect to the proposed Restricted Payment Solvay Paperboard LLC will have minimum working capital of at least $15 million (as the foregoing capitalized
terms are defined in the Installment Sale Agreement). In addition, Restricted Payments may not be made if the cumulative aggregate amount of all Restricted Payments exceeds (a) cumulative aggregate net income from 11/4/2000 through the last
quarter prior to the date of the proposed Restricted Payment; or (b) when funds on deposit in the Debt Service Reserve Fund are 3 1.5 times maximum annual debt service on the Bonds, cumulative
aggregate net income plus depreciation from 11/4/2000 through the last quarter prior to the date of the proposed Restricted Payment. 
 Rock-Tenn Company and certain of its subsidiaries may not pay dividends or make other distributions unless in accordance with the terms of the Senior Notes due 2016 issued by Rock-Tenn Company. 
  

 32 








 Schedule 3.26(a) 
 Material Real Properties 
  

							
		  	Location Name & Address (County)	  	Owned or Leased	  	
		  	CORPORATE/DIVISIONAL	  	 	  	
		  	 Corporate HQ
 504-A Thrasher St
 Norcross GA 30071
(Gwinnett)
 (Morris)
	  	Owned	  	
		  	 	  	 	  	
		  	 Corporate HQ
 504-B1 Thrasher St
 Norcross GA 30071 (Gwinnett)

 (Finley HQ)
	  	Owned	  	
		  	 	  	 	  	
		  	 Corporate HQ
 504-C Thrasher St
 Norcross GA 30071
(Gwinnett)
 (IS Building)
	  	Owned	  	
		  	 	  	 	  	
		  	 Corporate HQ
 504-E Thrasher St
 Norcross GA 30071
(Gwinnett)
 (Brown Building)
	  	Owned	  	
		  	 	  	 	  	
		  	 Corporate HQ
 504-B2 Thrasher St
 Norcross GA 30071 (Gwinnett)

 (Finley Mill, Tax, Credit & Finance)
	  	Owned	  	
		  	 	  	 	  	
		  	 Corporate HQ
 1951 Airport Road
 Suite 120
 Atlanta, GA 30341
	  	Leased	  	
		  	 	  	 	  	
		  	 Corporate
 50 Hurt Plaza, Suite 1295
 Atlanta, GA
30303
	  	Leased	  	
		  	 	  	 	  	
		  	 Corrugated Division
 504-E Thrasher St
 Norcross GA 30071
(Gwinnett)
 (Brown Building)
	  	Owned	  	

  

 33 









							
		  	 	  	 	  	
		  	 Folding Admin
 504-E Thrasher St
 Norcross GA 30071
(Gwinnett)
 (Brown Folding)
	  	Owned	  	
		  	 	  	 	  	
		  	 RCP Alliance Warehouse
 500 Thrasher St
 Norcross GA 30071
(Gwinnett)
	  	Owned	  	
		  	 	  	 	  	
		  	 Minishop
 500 Thrasher St
 Norcross GA 30071
(Gwinnett)
	  	Owned	  	
		  	 	  	 	  	
		  	 Mill Group Division
 504-B2 Thrasher St
 Norcross GA 30071 (Gwinnett)

 (Finley Folding)
	  	Owned	  	
		  	 	  	 	  	
		  	 Recycle Division
 504-B3 Thrasher St
 Norcross GA 30071 (Gwinnett)

 (Finley Folding)
	  	Owned	  	
		  	 	  	 	  	
		  	 RTS
 504-D Thrasher St
 Norcross GA 30071 (Gwinnett)
	  	Owned	  	
		  	 	  	 	  	
		  	CORRUGATED DIVISION	  	 	  	
		  	 Norcross Corrugator
 4444 Old Peachtree Rd
 Norcross GA 30071 (Gwinnett)

	  	Owned	  	
		  	 	  	 	  	
		  	 Athens Corrugator
 1720 Wilkinson Street
 Athens, AL
35611
	  	 Leased
 (Option to Purchase    
 for $10 under IDB)
	  	
		  	 	  	 	  	
		  	 Gallatin Corrugated
 1211 Hartsville Pike
 Gallatin TN 37066 (Sumner)

	  	Owned	  	
		  	 	  	 	  	
		  	 Fullfillment Center-
Gallatin
 179 Hancock Street, Suite 600
 Gallatin, TN 37066
	  	Leased	  	

  

 34 









							
		  	 	  	 	  	
		  	 Greenville Corrugated
 211 Pine Road
 Easley, SC 29642
(Sumner)
	  	Owned	  	
		  	 	  	 	  	
		  	 Greenville Corrugated
 400 Saco Lowell Road
 Easley, SC
29640
	  	Leased	  	
		  	 	  	 	  	
		  	 Norcross Corrugated
 4464 Old Peachtree Rd
 Norcross GA 30071 (Gwinnett)

	  	Owned	  	
		  	 	  	 	  	
		  	 Norcross Corrugated
 4125 Buford Hwy
 Norcross GA 30071
(Gwinnett)
	  	Leased	  	
		  	 	  	 	  	
		  	 Norcross Corrugated
 M & H Cold Storage
 5625 West 12000
South
 Payson, UT 84651
	  	Leased	  	
		  	 	  	 	  	
		  	 Norcross Corrugated
 Expediated Warehousing
 300 West Franklin Street

 Hagerstown, MD 21742
	  	Leased	  	
		  	 	  	 	  	
		  	 Norcross Corrugated
 Evercare Warehouse
 1 Evercare Way
 Waynesboro, GA 30830
	  	Leased	  	
		  	 	  	 	  	
		  	 Rock-Tenn Atlanta
 6140 Purdue Drive, Suite A
 Atlanta, GA
30336
	  	Leased	  	
		  	 	  	 	  	
		  	 Macon Paperboard
 2050 Industrial Park Dr
 Macon GA 31216
(Bibb)
	  	Owned	  	
		  	 	  	 	  	
		  	ALLIANCE DIVISION	  	 	  	
		  	 Alliance Sales & Design

 Technology Center, 8710 148th Avenue, NE
 Redmond, WA 98052
	  	Leased	  	

  

 35 









							
		  	 	  	 	  	
		  	 Alliance Display
 5900-A/5900/5930&5940 Grassy Creek Blvd
 Winston-Salem NC 27105 (Forsyth)
	  	Owned	  	
		  	 	  	 	  	
		  	 Alliance Sales & Design
 2 Research Drive
 Bethel, CT 06801
	  	Leased	  	
		  	 	  	 	  	
		  	 Alliance Sales & Design
 1 Center Court, Units A & B
 Totowa NJ 07512

	  	Leased	  	
		  	 	  	 	  	
		  	 Hunt Valley Sales & Design Center
 118-120 Lakefront Drive
 Hunt Valley, MD
21030
	  	Leased	  	
		  	 	  	 	  	
		  	 Alliance Sales & Design
 100 East Tujunga, Suite 102
 Burbank, CA
91502
	  	Leased	  	
		  	 	  	 	  	
		  	 M&W Warehouse
 350 Forum Parkway
 Rural Hall, NC
27045
	  	Leased	  	
		  	 	  	 	  	
		  	 Alliance Display
 840 Fowler Rd.
 Mount Airy, NC.
27030
	  	Leased	  	
		  	 	  	 	  	
		  	 Alliance Dekalb Corrugated
 800 Nestle Ct
 DeKalb IL 60115
	  	Leased	  	
		  	 	  	 	  	
		  	 Alliance Pennsauken
 1090 Thomas Busch Memorial Hwy
 Pennsauken, NJ 08110

	  	Leased	  	
		  	 	  	 	  	
		  	 Alliance Assembly
 5950 Grassy Creek Blvd
 Winston-Salem NC 27105
(Forsythe)
	  	Owned	  	
		  	 	  	 	  	
		  	 Alliance Display
 4720 Bethania Station Road
 Winston Salem, NC 27105

	  	Owned	  	

  

 36 









							
		  	 	  	 	  	
		  	 Alliance-Martinsville
 500 Frith Dr.
 Ridgeway, VA 24148
(Henry)
	  	Leased	  	
		  	 	  	 	  	
		  	 Alliance-Martinsville
 250 Fontaine Drive
 Martinsville, VA
24112
	  	Leased	  	
		  	 	  	 	  	
		  	 Alliance-Martinsville WHSE
 116 Textile Road (State Route 821)
 Ridgeway, VA
24148
	  	Leased	  	
		  	 	  	 	  	
		  	 Memphis Assembly
 5750 Challenge Drive
 Memphis, TN
38115
	  	Leased	  	
		  	 	  	 	  	
		  	 Westchester Assembly
 9245 Merdian Way
 West Chester, OH
45069
	  	Leased	  	
		  	 	  	 	  	
		  	 Boling Brook Assembly
 365 Crossing Road
 Bolingbrook, IL
60440
	  	Leased	  	
		  	 	  	 	  	
		  	 Tullahoma Laminated
 411 East Carroll St
 Tullahoma, TN 37388 (Franklin)

	  	Leased	  	
		  	 	  	 	  	
		  	 Alliance-Hershey Sales and Design
 10 West Chocolate Ave., Suite 101
 Hershey, PA 17033

	  	Leased	  	
		  	 	  	 	  	
		  	 Alliance-Bentonville Sales and Design
 113 SE 22nd Street, Suite 11
 Bentonville,
AR
	  	Leased	  	
		  	 	  	 	  	
		  	FOLDING DIVISION	  	 	  	
		  	 Folding Division - Sales Office

 3170 Crow Canyon Place, Suite 168
 San Ramon, CA 94583
	  	Leased	  	
		  	 	  	 	  	

  

 37 









							
		  	 Folding Division - Sales Office
 1590 South Milwaukee Avenue
 Libertyville, IL 60048

	  	Leased	  	
		  	 	  	 	  	
		  	 Folding Division - Sales Office
 536-P S. 2nd Street
 Covina, CA
91723
	  	Leased	  	
		  	 	  	 	  	
		  	 St Paul Folding Technical Center
 2280 Mrytle Avenue
 St Paul MN 55114
	  	Owned	  	
		  	 	  	 	  	
		  	 Baltimore Folding
 2400 R. Broening Hwy (Buildings 30 & 40)
 Baltimore MD 21224 (Independent City)
	  	Leased	  	
		  	 	  	 	  	
		  	 Baltimore WHSE
 Bender Warehouse Company
 660 Brooke Road

Winchester, VA 22603
	  	Leased	  	
		  	 	  	 	  	
		  	 Sequatchie Valley Folding
 2048 Industrial Blvd
 Kimball, TN 37347 (Marion)

	  	Owned	  	
		  	 	  	 	  	
		  	 Conway Folding
 198 Commerce Rd
 Conway AR 72032
(Faulkner)
	  	Owned	  	
		  	 	  	 	  	
		  	 Conway WHSE
 252 East Mountain Drive
 Fayetteville, NC
28306
	  	Leased	  	
		  	 	  	 	  	
		  	 Conway WHSE
 1600 East Gregory
 North Little Rock, AR
72114
	  	Leased	  	
		  	 	  	 	  	
		  	 Conway WHSE
 301 Jane Place
 Lowell, AR 72745
	  	Leased	  	
		  	 	  	 	  	
		  	 Conway WHSE
 707 Robins Street
 Conway, AR 72034
	  	Leased	  	

  

 38 









							
		  	 	  	 	  	
		  	 Conway WHSE
 945 Runway Drive
 Conway, AR 72032
	  	Leased	  	
		  	 	  	 	  	
		  	 Conway WHSE
 501 Michigan Street
 Chickasha, OK
73018
	  	Leased	  	
		  	 	  	 	  	
		  	 Conway WHSE
 305 N. Rockwell
 Oklahoma City, OK
73127
	  	Leased	  	
		  	 	  	 	  	
		  	 Waxahachie Folding
 6200 N I-35 East
 Waxahachie TX 75165
(Ellis)
	  	Owned	  	
		  	 	  	 	  	
		  	 Waxahachie Folding Warehouse
 201 West Butcher Road
 Waxahachie, TX (Ellis) 75165

	  	Leased	  	
		  	 	  	 	  	
		  	 Waxahachie Folding Warehouse
 93080601 C R Bard c/o CIMSA (Consignment)
 Carretera
Internacional Km 6.5 Edificio #18
 Parque Industrial
 Nogales, Sonora, Mexico CP 89094
	  	Leased	  	
		  	 	  	 	  	
		  	 El Paso warehouse
 1138 Barranca Drive
 El Paso TX 79935 (El
Paso)
	  	Leased	  	
		  	 	  	 	  	
		  	 Harrison Folding
 329 Industrial Park Rd
 Harrison AR 72601 (Boone)

	  	Owned	  	
		  	 	  	 	  	
		  	 Harrison Folding WHSE
 White Rogers
 303 North Industrial Park
Road
 Harrison, AR 72601
	  	Leased	  	
		  	 	  	 	  	
		  	 Harrison Folding WHSE

Demar Logistics
 376 East Lies Road
 Carol Stream, IL 60188
	  	Leased	  	

  

 39 









							
		  	 	  	 	  	
		  	 Harrison Folding WHSE
 Pelham’s Industrial
 917 Parkway
Drive
 Grand Prairie, TX 75051
	  	Leased	  	
		  	 	  	 	  	
		  	 Harrison Folding WHSE
 Vanguard Packaging
 8690 N.E. Underground
Drive
 Kansas City, MO 64161
	  	Leased	  	
		  	 	  	 	  	
		  	 Harrison Folding WHSE
 Spencer Storage Systems
 505 Willow Drive

Spencer, WI 54479
	  	Leased	  	
		  	 	  	 	  	
		  	 Harrison Folding WHSE
 Milwaukee Warehouse
 1900 W. Cornell
Street
 Milwaukee, WI 53209
	  	Leased	  	
		  	 	  	 	  	
		  	 Harrison Folding WHSE
 Millbrook Warehouse
 401 E Highway 43
 Harrison, AR 72601
	  	Leased	  	
		  	 	  	 	  	
		  	 Harison Folding WHSE
 Tankinetics
 230 W Industrial Park Road

Harrison, AR 72601
	  	Leased	  	
		  	 	  	 	  	
		  	 Knoxville Folding
 1906 Third Creek Rd
 Knoxville TN 37921
(Knox)
	  	Owned	  	
		  	 	  	 	  	
		  	 Knoxville Folding
 1605 Prosser Road
 Knoxville, TN
37914
	  	Leased	  	
		  	 	  	 	  	
		  	 Lebanon Folding
 302 Hartmann Dr
 Lebanon TN 37087
(Wilson)
	  	Owned	  	
		  	 	  	 	  	

  

 40 









							
		  	 Lebanon Folding WHSE
 402 Hartmann Drive
 Lebanon, TN
37087
	  	Leased	  	
		  	 	  	 	  	
		  	 Eutaw Folding
 105 Totem Ave
 Eutaw AL 35462
(Greene)
	  	Owned	  	
		  	 	  	 	  	
		  	 Eutaw Folding WHSE
 One Industrial Park
 Boligee, AL
35443
	  	Leased	  	
		  	 	  	 	  	
		  	 Eutaw Folding
 Poole Warehouse
 100 Wilson Avenue South

Eutaw, AL 35462 (Greene County)
	  	Leased	  	
		  	 	  	 	  	
		  	 Eutaw Folding
 Vanco Warehouse
 121 1st Avenue
 Eutaw, AL 35462 (Greene County)
	  	Leased	  	
		  	 	  	 	  	
		  	 Greenville Folding
 6702 Hwy 66 West
 Greenville, TX 75402
(Hunt)
	  	Owned	  	
		  	 	  	 	  	
		  	 Greenville Folding
 1001 Ed Rutherford Road
 Greenville, TX 75402 (whse)

	  	Leased	  	
		  	 	  	 	  	
		  	 Stone Mountain Folding (Closing announced 04/07)

4691 and 4669 Lewis Road
 Stone Mountain GA 30086
(Dekalb)
	  	Leased	  	
		  	 	  	 	  	
		  	 St Paul Folding (Closed12/2004)
 2250 Wabash Ave
 St Paul MN 55114
(Ramsey)
	  	Owned	  	
		  	 	  	 	  	
		  	 Milwaukee Folding
 1900 W Cornell St
 Milwaukee WI 53209 (Milwaukee)

	  	Owned	  	
		  	 	  	 	  	

  

 41 









							
		  	 Clinton Folding
 2301 S 21st St
 Clinton IA 52732
(Clinton)
	  	Owned	  	
		  	 	  	 	  	
		  	 Clinton Folding WHSE
 Clausen Whse
 2000 Harrison Drive
 Clinton, IA 52732
	  	Leased	  	
		  	 	  	 	  	
		  	 Clinton Folding WHSE
 Clausen Whse
 2200 S. 21st Street
 Clinton, IA 52732
	  	Leased	  	
		  	 	  	 	  	
		  	 Clinton Folding
 Economy Coating Systems, Inc.
 208 21st
Street
 Camanche, IA 52730
	  	Leased	  	
		  	 	  	 	  	
		  	 Clinton Folding
 Economy Coating Systems, Inc.
 210 21st
Street
 Camanche, IA 52730
	  	Leased	  	
		  	 	  	 	  	
		  	 Clinton Folding
 Economy Coating Systems, Inc.
 222 21st
Street
 Camanche, IA 52730
	  	Leased	  	
		  	 	  	 	  	
		  	 Clinton Folding
 Economy Coating Systems, Inc.
 220 21st
Street
 Camanche, IA 52730
	  	Leased	  	
		  	 	  	 	  	
		  	 Clinton Folding
 Bekins
 1650 21st Street SW
 LeMars, IA 51031-1310
	  	Leased	  	
		  	 	  	 	  	
		  	 Clinton Folding
 Economy Coating Systems, Inc.
 206 21st
Street
 Camanche, IA 52730
	  	Leased	  	
		  	 	  	 	  	

  

 42 









							
		  	 Clinton Folding
 Economy Coating Systems, Inc.
 2304 7th Ave (Blue
Bird)
 Camanche, IA 52730
	  	Leased	  	
		  	 	  	 	  	
		  	 Chicopee Folding
 77 Champion Dr
 Chicopee MA 01020
(Hampden)
	  	Owned	  	
		  	 	  	 	  	
		  	 Kerman Folding (Operations ceased 07/06)
 1401 South Madera Avenue
 Kerman, CA
93630
	  	Leased	  	
		  	 	  	 	  	
		  	 Dixie Pulp & Paper Warehouse
 1330 Commerce Drive
 Tuscaloosa, AL
35401
	  	Leased	  	
		  	 	  	 	  	
		  	 Graphic Packaging Laminations
 1500 Commerce Drive
 Tuscaloosa, AL
35401
	  	Leased	  	
		  	 	  	 	  	
		  	 Conover Folding
 214 Conover Boulevard SE
 Conover, NC 28613-1925

	  	Owned	  	
		  	 	  	 	  	
		  	 Conover Folding
 Yarborough & Co Warehouse
 2902 Kelly
Boulevard
 Claremont, NC 28610
	  	Leased	  	
		  	 	  	 	  	
		  	 Claremont Folding
 2690 Kelly Boulevard
 Claremont, NC
28610
	  	Owned	  	
		  	 	  	 	  	
		  	 Claremont Folding
 Capri II Warehouse
 1414B Keisler Road
 Conover, NC 28613
	  	Leased	  	
		  	 	  	 	  	
		  	 Joplin Folding
 4200 East 32nd Street
 Joplin, MO
64801
	  	Owned	  	
		  	 	  	 	  	

  

 43 









							
		  	 Joplin Folding WHSE
 3001 Davis Blvd
 Joplin, MO 64804
	  	Leased	  	
		  	 	  	 	  	
		  	 Joplin Folding
 Standard Transportation Services, Inc Warehouse
 1801 Roosevelt Avenue
 Joplin Mo 64801-3753
	  	Leased	  	
		  	 	  	 	  	
		  	 Joplin Folding
 MPF Incorporated dba Cross Roads Transport
 18667
Cedar Road
 Carthage, MO 64836
	  	Leased	  	
		  	 	  	 	  	
		  	 Nicholasville Folding
 200 Stephens Drive
 Nicholasville, KY
40356
	  	Owned	  	
		  	 	  	 	  	
		  	 Nicholasville Folding
 Central Kentucky Storage
 151 1/2 Hendren
Way
 Nicholasville, KY 40356
	  	Leased	  	
		  	 	  	 	  	
		  	 Nicholasville Folding
 DSW Distribution Centers, Inc
 8858 Rocjester Avenue

 Rancho Cucamonga, CA 91730
	  	Leased	  	
		  	 	  	 	  	
		  	 Livingston Folding
 201 North Industrial Park
 Livingston, AL
35470
	  	Owned	  	
		  	 	  	 	  	
		  	 Marion Folding
 21 & 33 Burgin Street
 Marion, NC 28752

	  	Owned	  	
		  	 	  	 	  	
		  	 Marion Folding WHSE
 3609 Glenn Avenue
 Winston Salem, NC
27115
	  	Leased	  	
		  	 	  	 	  	
		  	 Lincoln Park Folding
 3 Borinski Road, Unit E
 Lincoln Park , NJ 07035

	  	Leased	  	
		  	 	  	 	  	

  

 44 









							
		  	 McDowell Folding
 468 Carolina Avenue
 Marion, NC
28752
	  	Owned	  	
		  	 	  	 	  	
		  	 Ling Industries
 285 St-Louis
 Warwick, Quebec Canada J0A
1M0
	  	Owned	  	
		  	 	  	 	  	
		  	 Ling Industries
 Bender Warehouse Company
 660 Brooke Road

Winchester, VA 22603
	  	Leased	  	
		  	 	  	 	  	
		  	 Ling Industries
 Entreposages Bourret inc.
 C.P. 783
 3025 Rue Power
 Drummondville, Quebec Canada J2B 6X1

	  	Leased	  	
		  	 	  	 	  	
		  	 Ling Industries
 Cascaeds Division Transit
 2625 rue Viau

Montreal, Quebec Canada H1V 3J1
	  	Leased	  	
		  	 	  	 	  	
		  	 Ling Industries
 Columbia Packaging
 500-1650 Brigantine
Drive
 Coquitlam, BC Canada V3K 7B5
	  	Leased	  	
		  	 	  	 	  	
		  	 Ling Industries
 Ebersole Dedicated Services Inc.
 1148 Old Eagle
Road
 Lancaster, PA 17601
	  	Leased	  	
		  	 	  	 	  	
		  	 Ling Industries
 Entrepot Victo inc.
 970, Batiscan
 Victoriaville, Quebec Canada G6T 1Y2
	  	Leased	  	
		  	 	  	 	  	
		  	 Ling Industries
 MTE Logistix Pacific Inc.
 1344 Derwent
Way
 Annacis Island, Delta BC Canada V3M 5R4
	  	Leased	  	
		  	 	  	 	  	

  

 45 









							
		  	 Ling Industries
 Benlin Distribution
 2769 Broadway
 Buffalo, NY 14227
	  	Leased	  	
		  	 	  	 	  	
		  	 Ling Industries
 MTE Logistix
 1208-189 Street
 Edmonton, Alberta Canada
	  	Leased	  	
		  	 	  	 	  	
		  	 Ling Industries
 Richmond Logistique Inc.
 675, 7E Avenue
Sud
 Richmond, Quebec Canada J0B 2H0
	  	Leased	  	
		  	 	  	 	  	
		  	 Wilco Inc.
 180 rue Iberia
 Candiac, Quebec Canada J5R
6A7
	  	Owned	  	
		  	 	  	 	  	
		  	 Wilco Inc.
 Emballage Visiflex Inc.
 352, boul.
Guimond
 Longueil, Quebec Canada J4G 1R1
	  	Leased	  	
		  	 	  	 	  	
		  	 Wilco Inc.
 Les Papiers Atlas Inc.
 9000, rue
Pierre-Bonne
 Montreal, Quebec Canada H1E 6W5
	  	Leased	  	
		  	 	  	 	  	
		  	 Wilco Inc.
 Sheeting Edge
 820, Gana Court
 Mississauga, Ontario Canada L5S 1N9
	  	Leased	  	
		  	 	  	 	  	
		  	 Wilco Inc.
 ITW/Lamination
 417, Place de Louvain
 Montreal, Quebec Canada H2N 1A1
	  	Leased	  	
		  	 	  	 	  	
		  	 Wilco Inc.
 JBR La Maison du Papier
 2125, 23e avenue

Lachine, Quebec Canada H8T 1X5
	  	Leased	  	
		  	 	  	 	  	

  

 46 









							
		  	 Wilco Inc.
 Avon Products
 6901 Golf Road
 Morton Grove, IL 60053
	  	Leased	  	
		  	 	  	 	  	
		  	 Wilco Inc.
 Avon Products
 175 Progress Place
 Cincinnati, OH 45246
	  	Leased	  	
		  	 	  	 	  	
		  	 Wilco Inc.
 CORPAP
 2109 boul Fernand Lafontaine
 Longuueil, Quebec Canada J4G 2J4
	  	Leased	  	
		  	 	  	 	  	
		  	 Wilco Inc.
 248 Industriel
 Chateaugay, Quebec Canada J6J 4Z2

	  	Leased	  	
		  	 	  	 	  	
		  	 Wilco Inc.
 Entrepot Real Caron
 9500, Boul Parkway

Anjou, Quebec Canada H1J 1N9
	  	Leased	  	
		  	 	  	 	  	
		  	 Cartem (Ling Quebec Inc.)
 433, 2e Avenue, C.P. 1690 Parc Industrial
 Ste-Marie, Quebec Canada G6E 3C6
	  	Owned	  	
		  	 	  	 	  	
		  	 Cartem (Ling Quebec Inc.)
 Conversion Millenium
 2700, rue Leger
 Ville De Lasalle, Quebec Canada H8N 1A3
	  	Leased	  	
		  	 	  	 	  	
		  	FOLD-PAK, LLC	  	 	  	
		  	 Hazelton Folding
 33 North Powell Drive
 Hazelton, PA
18201
	  	Owned	  	
		  	 	  	 	  	
		  	 Columbus Folding
 3961 Cusseta Road
 Columbus, GA
31903
	  	Owned	  	
		  	 	  	 	  	

  

 47 









							
		  	 Fresno Folding
 1854 East Home Avenue
 Fresno, CA
93703
	  	Owned	  	
		  	 	  	 	  	
		  	RECYCLE DIVISION	  	 	  	
		  	 Atlanta Recycle
 3434 Montreal Industrial Way
 Tucker GA 30084
(Dekalb)
	  	Owned	  	
		  	 	  	 	  	
		  	 Chattanooga Recycle
 2900 Home Dr
 Chattanooga, TN (Hamilton)
37410
	  	Owned	  	
		  	 	  	 	  	
		  	 Cleveland Recycle
 1175 Tasso Lane Northeast
 Cleveland, TN (Bradley)
37311
	  	Owned	  	
		  	 	  	 	  	
		  	 Dallas Recycle
 9233 Denton Drive
 Dallas TX 75235
(Dallas)
	  	Owned	  	
		  	 	  	 	  	
		  	 Huntsville Recycle
 205 Wholesale Ave
 Huntsville AL 35811 (Madison)

	  	Owned	  	
		  	 	  	 	  	
		  	 Indianapolis Recycle
 1775 South West St
 Indianapolis IN 46225 (Marion)

	  	Owned	  	
		  	 	  	 	  	
		  	 Knoxville Recycle
 1323 Proctor St
 Knoxville, TN 37917
(Knox)
	  	Owned	  	
		  	 	  	 	  	
		  	 Shelbyville Recycle
 106 Cedar King Rd
 Shelbyville, TN
60218
	  	Owned	  	
		  	 	  	 	  	
		  	 Rock-Tenn Trading
 1635 Chestnut Street
 Chattanooga, TN
37408
	  	Leased	  	
		  	 	  	 	  	
		  	PAPERBOARD DIVISION	  	 	  	

  

 48 









							
		  	 St Paul Mill Maintenance & Administration
 2250 Wabash Ave
 St Paul MN 55114
(Ramsey)
	  	Owned	  	
		  	 	  	 	  	
		  	 St Paul Recycling
 2250 Wabash Ave
 St Paul MN 55114
(Ramsey)
	  	Owned	  	
		  	 	  	 	  	
		  	 Maple Grove Recycling
 8700 Valley Forge Ln
 Maple Grove MN 55369
(Hennepin)
	  	Owned	  	
		  	 	  	 	  	
		  	 Battle Creek Mill
 177 Angell St
 Battle Creek MI 49016
	  	Owned	  	
		  	 	  	 	  	
		  	 St Paul Mill (Boxboard)
 2250 Wabash Ave
 St Paul MN 55114
(Ramsey)
	  	Owned	  	
		  	 	  	 	  	
		  	 St Paul Corrugated (Cor Med)
 2250 Wabash Ave
 St Paul MN 55114
(Ramsey)
	  	Owned	  	
		  	 	  	 	  	
		  	 Dallas Mill
 1120 E Clarendon Dr
 Dallas TX 75203
(Dallas)
	  	Owned	  	
		  	 	  	 	  	
		  	 Mississquoi Mill
 369 Mill St
 Sheldon Springs VT 05485 (Franklin)

	  	Owned	  	
		  	 	  	 	  	
		  	 Stroudsburg Mill
 Paper Mill Rd
 Delaware Water Gap PA 18327 (Monroe)

 Natural Gas Pipeline
	  	Owned	  	
		  	 	  	 	  	
		  	 Chattanooga Mill
 701 Manufacturers Rd
 Chattanooga TN 37405
(Hamilton)
	  	Owned	  	
		  	 	  	 	  	
		  	 Cincinnati Mill
 3317-51 Madison Rd
 Cincinnati OH 45209 (Hamilton)

	  	Owned	  	

  

 49 









							
		  	 	  	 	  	
		  	 Eaton Mill
 800 Romy
 Eaton IN 47338 (Delaware)
	  	Owned	  	
		  	 	  	 	  	
		  	 Eaton Mill (former Eaton RTS facility)
 800 S Romy
 Eaton IN 47338
(Delaware)
	  	Owned	  	
		  	 	  	 	  	
		  	 Lynchburg Mill
 1801-05 Concord Road Lower Basin
 Lynchburg VA 24505
(Campbell)
	  	Owned	  	
		  	 	  	 	  	
		  	 Columbus Paperboard
 983 S. Marr Rd
 Columbus, IN 47201 (Bartholomew)

	  	Owned	  	
		  	 	  	 	  	
		  	 Aurora Paperboard WHSE
 800 Jefferson Street
 Pacific, MO
63069
	  	Leased	  	
		  	 	  	 	  	
		  	 Aurora Paperboard WHSE
 6445 Will Rodgers Boulevard
 Ft. Worth, TX 76134

	  	Leased	  	
		  	 	  	 	  	
		  	 Demopolis Mill
 28270 U.S. Route 80
 Demopolis, AL
36732
	  	Owned	  	
		  	 	  	 	  	
		  	 Rooster Bridge Chip
Mill
 2201 Sumter 25
 Coatopa, AL
35470-2530
	  	Leased	  	

  

 50 








 Schedule 3.26(b) 
 Real Property to be Acquired in SCC Acquisition 
  

									
		  	  
 Owner/Tenant
	  	  
 Property
	  	  
 Owned/Leased
	 	
		  	Southern Container Corp.	  	 140 West Industry Court
 Deer Park, NY 11729
  
	  	Owned	 	
		  	Southern Container Corp.	  	 One Corn Road
 Dayton, NJ 08810
  
	  	Owned	 	
		  	Southern Container Corp.	  	 279 Mooresville Blvd
 Mooresville, NC 28115
  
	  	Owned	 	
		  	Southern Container Corp.	  	 2060 New Cut Road
 Spartanburg, SC 29303
  
	  	Owned	 	
		  	Southern Container Corp.	  	 100 Southern Drive
 Camillus, NY 13031
	  	Owned (occupied by Southern Container Corp. pursuant to Installment Sale Agreements with the Onondaga County
Industrial Development Agency)	 	
		  	Southern Container Corp.	  	 500 Richardson Drive
 Lancaster, PA 17603
  
	  	Owned	 	
		  	Southern Container Corp.	  	 51 Independence Drive
 Devens, MA 01432
  
	  	Owned	 	
		  	Southern Container Corp.	  	 370 South Rutherford Blvd.
 Murfreesboro, TN 37130
  
	  	Leased from Industrial Development Board of Rutherford County, TN	 	
		  	Southern Container Corp.	  	 370 South Rutherford Blvd.
 Murfreesboro, TN
 (approx. 5 acres)
  
	  	Owned	 	
		  	Southern Container Corp.	  	 251 South Fehr Way
 Bay Shore, NY 11706
  
	  	Owned	 	
		  	Solvay Paperboard LLC	  	 53 Industrial Drive
 Syracuse, NY 13204
	  	Owned (occupied by Solvay Paperboard LLC pursuant to an Installment Sale
Agreement with the	 	

  

 51 









									
		  	  
 Owner/Tenant
	  	  
 Property
	  	  
 Owned/Leased
	 	
		  	 	  	 	  	 Onondaga County Industrial Development Agency)
  
	 	
		  	Southern Container Corp.	  	 115 Engineers Road
 Hauppauge, NY 11788
  
	  	Leased	 	
		  	Solvay Paperboard LLC	  	 1416 Willis Ave.
 Syracuse, NY 13204
  
	  	Leased	 	
		  	Schiffenhaus Packaging Corp.	  	 2013 McCarter Highway
 Newark, New Jersey 07104
  
	  	Leased	 	
		  	PREflex LLC	  	 1770 Worldwide Blvd.
 Hebron, KY 41048
  
	  	Leased	 	

  

 52 








 Schedule 3.26(c) 
 Inventory Locations with Inventory valued greater than $1,000,000 
 ALLIANCE DIVISION 
 Alliance Display (Off-site warehouse)

 840 Fowler Rd. 
 Mount Airy, NC. 27030 
 FOLDING CARTON DIVISION

 Conway WHSE (Off-site warehouse) 
 252 East Mountain Drive 
 Fayetteville, NC 28306 
 Conway WHSE (Off-site warehouse)

 707 Robins Street 
 Conway, AR 72034 
 Waxahachie Folding
Warehouse (Off-site warehouse) 
 201 West Butcher Road 
 Waxahachie, TX (Ellis) 75165 
 Harrison Folding WHSE (Off-site warehouse) 
 White Rogers

 303 North Industrial Park Rd 
 Harrison, AR 72601 
 Knoxville Folding WHSE
(Off-site warehouse) 
 1605 Prosser Road 
 Knoxville, TN 37914 
 Eutaw Folding WHSE (Off-site warehouse) 
 One Industrial Park

 Boligee, AL 35443 
 Greenville Folding (Off-site warehouse) 
 1001 Ed Rutherford Road 
 Greenville, TX 75402 (whse) 
 Clinton Folding WHSE (Off-site warehouse) 
 Clausen Whse 
 2000 Harrison Drive

 Clinton, IA 52732 
  

 53 








 Clinton Folding WHSE (Off-site warehouse) 
 Clausen Whse 
 2200 S. 21st Street 
 Camanche, IA 52730 
 Conover Folding (Off-site warehouse) 
 Yarborough & Co Warehouse 
 2902 Kelly
Boulevard 
 Claremont, NC 28610 
 Claremont Folding (Off-site warehouse) 
 Capri II Warehouse 
 1414B Keisler Road 
 Conover, NC 28613 
 Joplin Folding WHSE (Off-site warehouse) 
 3001 Davis Road

 Joplin, MO 64804 
 Nicholasville Folding (Off-site warehouse) 
 Central Kentucky Storage 
 151 1/2 Hendren Way 
 Nicholasville, KY 40356 
 Marion Folding WHSE (Off-site warehouse) 
 3609 Glenn Avenue

 Winston Salem, NC 27115 
 Ling Industries (Off-site warehouse) 
 Entreposages Bourret inc. 
 C.P. 783 
 3025 Rue Power 
 Drummondville, Quebec Canada J2B 6X1 
 PAPERBOARD DIVISION

 Superior Diecutting 
 3025 West Madison Street 
 Louisville,
Kentucky 40211 
  

 54 








 Schedule 3.26(d) 
 Chief Executive Offices and Jurisdictions of Incorporation 
  

									
		 	 Credit Party
  
	  	  
   Jurisdiction of    
   Incorporation/Formation    
  
	  	 Chief Executive Office
  
	 	
		 	 Rock-Tenn Company
  
	  	 Georgia
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Rock-Tenn Converting Company
  
	  	 Georgia
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Waldorf Corporation
  
	  	 Delaware
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 PCPC, Inc.
  
	  	 California
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Rock-Tenn Packaging and Paperboard Company, LLC
  
	  	 Georgia
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Rock-Tenn Mill Company, LLC
  
	  	 Georgia
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Rock-Tenn Shared Services, LLC
  
	  	 Georgia
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Rock-Tenn Services Inc.
  
	  	 Georgia
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Rock-Tenn Company of Canada
  
	  	 Nova Scotia
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Ling Industries Inc.
  
	  	 Quebec
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Groupe Cartem Wilco Inc.
  
	  	 Quebec
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Wilco Inc.
  
	  	 Quebec
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Ling Quebec Inc.
  
	  	 Quebec
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Alliance Asia, LLC

 
	  	 Delaware
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	

  

 55 









									
		 	 Rock-Tenn Partition Company
  
	  	 Georgia
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Rock-Tenn Company of Texas
  
	  	 Georgia
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Rock-Tenn Packaging Company
  
	  	 Delaware
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Fold-Pak, LLC
  
	  	 Delaware
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Rock-Tenn Leasing Company, LLC
  
	  	 Georgia
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Southern Container Corp.
  
	  	 Delaware
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Southern Container Holding Corp.
  
	  	 Delaware
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Southern Container Management Corp.
  
	  	 Delaware
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Schiffenhaus Industries, Inc.
  
	  	 New Jersey
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Schiffenhaus Packaging Corp.
  
	  	 New Jersey
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 Schiffenhaus Services, Inc.
  
	  	 Delaware
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	
		 	 TenCorr Containerboard, Inc.

  
	  	 Nevada
  
	  	  
 504 Thrasher Street NW
 Norcross, GA 30071
  
	 	

  

 56 








 Schedule 3.32 
 Financial Accounts* 
  

							
	Company	  	Bank	  	Account Description	  	Account Number
	 		 	 
	 	  	 	  	 	  	 
	Fold Pak, LLC	  	Bank of America	  	GSD Operating	  	4426202983
	Fold Pak, LLC	  	Bank of America	  	GSD Lockbox	  	4426202996
	Rock Tenn Company	  	SunTrust	  	Master Account	  	8800732078
	Southern Container Corp.	  	JP Morgan Chase	  	Operating Account	  	301170956066
	Southern Container Corp.	  	JP Morgan Chase Canada	  	Canadian CAD Operating	  	731738500

   *  Excludes disbursement (Payroll and A/P), Tax
and Benefit accounts. 







 Schedule 4.1-1 
 [FORM OF] 
 PATRIOT ACT CERTIFICATE 

[Date] 
 Wachovia Bank,
National Association, 
         as Administrative Agent 
 1525 W. W.T. Harris Blvd. 
 Building 3A2 Mailcode
NC0680 
 Charlotte, North Carolina 28262 
 Attention: Syndication Agency Services 
 Bank of America, N.A., acting through its Canada Branch, 
         as Canadian Agent 
 200 Front Street West, Suite 2700 
 Toronto, Ontario 
 M5V 3L2 
 Attention: Medina Sales de Andrade, VP of
Portfolio Management 
 Ladies and Gentlemen: 
 In accordance with the Amended and Restated Credit Agreement dated as of March     , 2008 (as amended, restated or otherwise modified, the “Credit Agreement”),
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,” together with the Company the
“Borrowers”), the Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent and as collateral agent for the Lenders (the
“Administrative Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”), I, [Insert Name], do hereby certify that I am the
duly elected, qualified and acting [Insert Title] of the [Company][Canadian Borrower] and am authorized to execute this certificate on behalf of the Credit Parties. 
 I hereby certify on behalf of the Credit Parties that attached hereto on Schedule A is true and complete
information, as requested by the Administrative Agent, on behalf of the Lenders, for compliance with The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of
Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time (the “Patriot Act”), including, without limitation, the legal name and address of each Borrower and the other Credit Parties
and other information that will allow the Administrative Agent or any Lender, as applicable, to identify each Borrower and the Credit Parties in accordance with the Patriot Act. 







 This Patriot Act Certificate may, upon execution, be delivered by facsimile
or electronic mail, which shall be deemed for all purposes to be an original signature. 
  

							
		 	ROCK-TENN COMPANY,
		 	a Georgia corporation
				
		 	By:	  	  
	  	


							
		 	Name: 	  		  	


							
		 	Title: 	  		  	


							
		
		 	 ROCK-TENN COMPANY OF CANADA,
 a Nova Scotia unlimited liability company

				
		 	By:	  	  
	  	


							
		 	Name: 	  		  	


							
		 	Title: 	  		  	








 Schedule A 
 to Patriot Act Certificate 
  

					
	  
 Legal Name of the Company:
	  	 	  	 
	  
 State and Country of Organization:
	  	 	  	 
	  
 Type of Organization:
	  	 	  	 
	  
 Address of Chief Executive Office:
	  	 	  	 
	  
 Address of Principal Place of Business:
	  	 	  	 
	  
 Business Phone Number:
	  	 	  	 
	  
 Organizational Identification Number:1
	  	 	  	 
	  
 Federal Tax Identification Number:
	  	 	  	 
	  
 Ownership Information (e.g. publicly held, if private or partnership - identity of owners/partners):
	  	 	  	 

  

					
	  
 Legal Name of the Canadian Borrower:
	  	 	  	 
	  
 State and Country of Organization:
	  	 	  	 
	  
 Type of Organization:
	  	 	  	 
	  
 Address of Chief Executive Office:
	  	 	  	 
	  
 Address of Principal Place of Business:
	  	 	  	 
	  
 Business Phone Number:
	  	 	  	 
	  
 Organizational Identification Number:2
	  	 	  	 
	  
 Federal Tax Identification Number:
	  	 	  	 
	  
 Ownership Information (e.g. publicly held, if private or partnership - identity of
	  	 	  	 

  


					
	  
 1 This item does not apply to a Credit Party
organized under the laws of Alabama, Indiana, Massachusetts, Nebraska, New Hampshire, New Mexico, New York, Oklahoma, South Carolina, Vermont or West Virginia.
 2 This item
does not apply to a Credit Party organized under the laws of Alabama, Indiana, Massachusetts, Nebraska, New Hampshire, New Mexico, New York, Oklahoma, South Carolina, Vermont or West Virginia.











					
	 owners/partners):
	  	 	  	 
	  
 Legal Name of [each Guarantor]:
	  	 	  	 
	  
 State and Country of Organization/Formation:
	  	 	  	 
	  
 Type of Organization/Formation:
	  	 	  	 
	  
 Address of Chief Executive Office:
	  	 	  	 
	  
 Address of Principal Place of Business:
	  	 	  	 
	  
 Business Phone Number:
	  	 	  	 
	  
 Organizational Identification Number:1
	  	 	  	 
	  
 Federal Tax Identification Number:
	  	 	  	 
	  
 Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners):
	  	 	  	 

  

					
	[DRAFT NOTE: THE RELEVANT BORROWER SHOULD COMPLETE THE ABOVE CHART FOR EACH CREDIT PARTY, INCLUDING ALL GUARANTORS.]

  


					
	  
 1 This item does not apply to a Credit Party
organized under the laws of Alabama, Indiana, Massachusetts, Nebraska, New Hampshire, New Mexico, New York, Oklahoma, South Carolina, Vermont or West Virginia.










 Schedule 5.7(c) 
 [FORM OF] 
 OFFICER’S COMPLIANCE CERTIFICATE

 Financial Statement Date:
[                                ] 
  

	To:	 Wachovia Bank, N.A., as Administrative Agent 


 Ladies and Gentlemen: 
 Reference is made to that certain Amended
and Restated Credit Agreement dated as of March     , 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined
therein being used herein as therein defined), 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 collectively with the Company, the “Borrowers”), the Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent and as
collateral agent for the Lenders (in such capacity, the “Administrative Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”).

 The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief
Executive Officer][Chief Financial Officer][Treasurer][Controller] of the Company, and that, as such, he/she is authorized to execute and deliver this Officer’s Compliance Certificate to the Administrative Agent on behalf of the Credit
Parties, and that: 
 1.        Attached hereto as Schedule 1 are
the [annual][quarterly] financial statements of the Company and its consolidated Subsidiaries required to be delivered by Section 5.7 of the Credit Agreement for the reporting period ended as of the above date. Such financial statements
fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries in accordance with GAAP as of such date and for such period, subject only to normal year-end audit adjustments and the absence of
footnotes. 
 2.        The undersigned has reviewed and is familiar
with the terms of the Credit Agreement and has made, or has caused to be made under his supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company and its consolidated Subsidiaries during the accounting
period covered by the attached financial statements. 
 3.        A
review of the activities of the Credit Parties during such fiscal period has been made under the supervision of the undersigned Responsible Officer and, to the best of such Responsible Officer’s knowledge, each of the Credit Parties during such
period observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in the Credit Agreement to be observed, performed or satisfied by it, and such
Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified below: 
 4.        The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Officer’s Compliance Certificate and
indicate compliance with Section 6.1 of the Credit Agreement as of the last day of the reporting period ended as of








 
the above date and the financial information provided has been prepared in accordance with GAAP applied consistently for the periods related thereto. 
 5.        [Attached hereto on Schedule 3 is an
updated copy of Schedule 3.9 to the Credit Agreement.]1 
 6.        [Attached hereto on Schedule 4 is an updated copy of Schedule 3.13 to the Credit Agreement.]2 
 7.        [Attached hereto on Schedule 5 is an
updated copy of Schedule 3.15 to the Credit Agreement.]3 
 8.        [Attached hereto on Schedule 6 is an updated copy of Schedule 3.16 to the Credit Agreement.]4 
 9.        [Attached hereto on Schedule 7
is an updated copy of Schedule 3.32 to the Credit Agreement.]5 
 IN WITNESS WHEREOF, the undersigned has executed this Officer’s Compliance
Certificate as of                 ,         . 
  

							
		 	 ROCK-TENN COMPANY,
	  	
		 	 a Georgia corporation
	  	
				
		 	By:	 	  
	  	
		 	Name:	 	  
	  	
		 	Title:	 	  
	  	

  
  
 1 Attach Schedule 3 if any Borrower or any Restricted Subsidiary has altered or acquired any insurance policies
since the Closing Date or since such schedule was last updated. 
 2 Attach Schedule 4 if any Borrower or any Restricted Subsidiary
has formed or acquired a new Subsidiary or Joint Venture, or has designated a Subsidiary as a new Unrestricted Subsidiary, since the Closing Date or since such schedule was last updated. 
 3 Attach Schedule 5 if any Borrower or any Restricted Subsidiary has established a new Plan since the Closing Date
or since such schedule was last updated. 
 4 Attach Schedule 6 if any Borrower or any Restricted Subsidiary has acquired or created any new Intellectual
Property since the Closing Date or since such schedule was last updated. 
 5 Attach Schedule 7 if any Borrower or any Restricted Subsidiary
has established any new checking, savings or other accounts (including a securities account) having balances greater than U.S.$5 million for a period of 5 consecutive days since the Closing Date or since such schedule was last updated. 







 Schedule 5.10 
 [FORM OF] 
 JOINDER AGREEMENT 
 THIS JOINDER AGREEMENT (this “Agreement”), dated as of
                        ,         , is by and between
                                        ,
a                                         
(the “Subsidiary Guarantor”), 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”), Wachovia Bank, National Association, as administrative agent and as collateral agent for the Lenders (as defined below) (the “Administrative Agent”), and Bank of America, N.A.,
acting through its Canada Branch (the “Canadian Agent”) under that certain Amended and Restated Credit Agreement dated as of March     , 2008 (as amended, restated or otherwise modified, the
“Credit Agreement”), by and among the Borrowers, the Subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the
Canadian Agent. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. 
 The Subsidiary Guarantor is an Additional Credit Party, and, consequently, the Credit Parties are required by Section 5.10 of the Credit Agreement to cause the Subsidiary Guarantor to become a
“Guarantor” thereunder. 
 Accordingly, the Subsidiary Guarantor and the Borrowers hereby agree as
follows with the Administrative Agent, the Collateral Agent and the Canadian Agent, for the benefit of the Lenders: 
 1.        The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a
“Guarantor” under [Article X][Article XI] of the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Credit Documents, including without limitation (a) all of the representations and warranties set forth in Article III of the Credit
Agreement and (b) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees,
jointly and severally together with the other Guarantors, the prompt payment of the Credit Party Obligations in accordance with [Article X][Article XI] of the Credit Agreement. 
 2.        The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the [U.S. Security Agreement (Shared Collateral)][U.S. Security Agreement (Non-Shared Collateral)][Canadian Security Agreement] (the “Security
Agreement[s]”), and shall have all the rights and obligations of an “Obligor” (as such term is defined in [the][each] Security Agreement) thereunder as if it had executed [the][each] Security Agreement. The
Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in [the][each] Security Agreement. The information on the schedules to the Security Agreement is
hereby supplemented to reflect the information shown on the attached Schedule A. [NOTE: ANY NEW QUEBEC ENTITY WILL NEED TO JOIN TO APPLICABLE QUEBEC SECURITY DOCUMENTS] 
  

 8 








 [3.      The Subsidiary Guarantor hereby
acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the Pledge Agreement, and shall have all the rights and obligations of a “Pledgor” thereunder as if it had
executed the Pledge Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing
terms of this Paragraph 3, the Subsidiary Guarantor hereby pledges and assigns to the Collateral Agent, for the benefit of the holders of the Secured Obligations (as defined in the Pledge Agreement), and grants to the Collateral Agent, for the
benefit of the holders of the Secured Obligations (as defined in the Pledge Agreement), a continuing security interest in any and all right, title and interest of the Subsidiary Guarantor in and to Pledged Collateral (as defined in the Pledge
Agreement) and the other Pledged Capital Stock (as defined in the Pledge Agreement).] 
 4.        The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each Security Document and the schedules and
exhibits thereto. The information on the schedules to the Credit Agreement and the Security Documents is hereby supplemented (to the extent permitted under the Credit Agreement or Security Documents) to reflect the information shown on the attached
Schedule B. 
 5.        The Borrowers confirm that the Credit
Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Credit
Party Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Credit Document. 
 6.        Each of the Borrowers and the Subsidiary Guarantor agrees that at any time
and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions
of the Credit Agreement in order to effect the purposes of this Agreement. 
 7.        This Agreement (a) may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract and
(b) may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. 
 8.        This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York. The terms of Sections 9.13
and 9.17 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 
  

 9 








 IN WITNESS WHEREOF, each of the Borrowers and the Subsidiary Guarantor has
caused this Joinder Agreement to be duly executed by its authorized officer, and the Administrative Agent, the Collateral Agent and the Canadian Agent, each for the benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written. 
  

							
	 SUBSIDIARY GUARANTOR:
	 	 [SUBSIDIARY GUARANTOR]
	 	


							
				
		 	 By:
	 	  
	 	


							
		 	   Name:
	 	  
	 	


							
		 	  Title:
	 	  
	 	


							
			
	 BORROWERS:
	 	 ROCK-TENN COMPANY,
	 	
		 	 a Georgia corporation
	 	
				
		 	 By:
	 	  
	 	


							
		 	   Name:
	 	  
	 	


							
		 	  Title:
	 	  
	 	


							
			
		 	 ROCK-TENN COMPANY OF CANADA,
	 	
		 	 a Nova Scotia unlimited liability company
	 	


							
				
		 	 By:
	 	  
	 	


							
		 	   Name:
	 	  
	 	


							
		 	  Title:
	 	  
	 	

  

			
	Acknowledged, accepted and agreed:


			
	
	WACHOVIA BANK, NATIONAL ASSOCIATION,


			
	 as Administrative Agent and as Collateral Agent



			
		
	By:	 	  



			
	Name:	 	  



			
	Title:	 	  



			
	
	BANK OF AMERICA, N.A., ACTING THROUGH ITS CANADA BRANCH,


			
	 as Canadian Agent



			
		
	By:	 	  



			
	Name:	 	  



			
	Title:	 	  


  

 10 








 SCHEDULE A 
 to 
 Joinder Agreement 
 Schedules to Security Documents 
 SCHEDULE B 
 to 
 Joinder Agreement 
 Schedules to Credit
Agreement 
  

 11 








 Schedule 5.12-1 
 Initial Mortgaged or Leased Property 
  

			
	 Property
	 	 Owned/Leased

	 Athens, AL
  
	 	 Leased
  

	 Demopolis, AL
  
	 	 Owned
  

	 Eutaw, AL
  
	 	 Owned
  

	 Livingston, AL
  
	 	 Owned
  

	 Rooster Bridge, AL

 
	 	 Leased
  

	 Conway, AR
  
	 	 Owned
  

	 Harrison, AR
  
	 	 Leased
  

	 Columbus, GA
  
	 	 Owned
  

	 Eaton, IN
  
	 	 Owned
  

	 Nicholasville, KY
  
	 	 Owned
  

	 Battle Creek, MI
  
	 	 Owned
  

	 St. Paul, MN
  
	 	 Owned
  

	 Joplin, MO
  
	 	 Owned
  

	 Claremont, NC
  
	 	 Owned
  

	 Conover, NC
  
	 	 Owned
  

	 Marion, NC
  
	 	 Owned
  

	 McDowell, NC
  
	 	 Owned
  

	 Mooresville, NC
  
	 	 Owned
  

	 Winston Salem, NC
  
	 	 Owned
  

	 Dayton, NJ
  
	 	 Owned
  


  

 12 









			
	 Hazelton, PA
  
	 	 Owned
  

	 Lancaster, PA
  
	 	 Owned
  

	 Stroudsburg, PA
  
	 	 Owned
  

	 Greenville, SC
  
	 	 Owned
  

	 Spartanburg, SC
  
	 	 Owned
  

	 Chattanooga, TN
  
	 	 Owned
  

	 Knoxville, TN
  
	 	 Owned
  

	 Lebanon, TN
  
	 	 Owned
  

	 Murfreesboro, TN
	 	 Leased
 (approximately 36
 acres)
 Owned
 (approximately 5
 acres)

	 Sequatchie Valley,
TN
  
	 	 Owned
  

	 Dallas, TX
  
	 	 Owned
  

	 Waxahachie, TX
  
	 	 Owned
  

	 Missisquoi, VT
  
	 	 Owned
  

	 Milwaukee, WI
  
	 	 Owned
  

	 Demopolis, AL
  
	 	 Owned
  

	 Battle Creek, MI
  
	 	 Owned
  

	 St. Paul, MN
  
	 	 Owned
  


  

 13 








 Schedule 5.12-2 
 Material Mortgaged or Leased Property 
  

			
	Property	 	Owned/Leased
	 Demopolis, AL
	 	 Owned

	 Battle Creek, MI
	 	 Owned

	 St. Paul, MN
	 	 Owned

	 Winston Salem, NC
	 	 Owned


  

 14 








 Schedule 6.2 
 Liens 
 See Schedule 3.17(b) for additional
Liens 
 Liens of the Company and its Subsidiaries: 
  

															
	Debtor	 	Secured Party	 	Collateral	 	  
 Search  
 Through  
 Date  
  
	 	State  	 	 Jurisdiction  
  
	 	 Original File Date   and Number  
  
	 	 Related
 Filings
  

	 		 		 		 	 
	 PCPC, INC.
  
	 	   Caterpillar Financial  
   Services Corporation  
  
	 	  
    Caterpillar Lift  
   Truck and  
   substitutions /
   replacements  
  
	 	 1/8/2008  
  
	 	 C  
 A  
  
	 	 Secretary of  
 State  
  
	 	 4/26/2000
 #0012460574
  
	 	 Continuation
3/14/2005
  

	 		 		 		 	 
	PCPC, INC.	 	   The CIT Group/  
   Equipment  
   Financing, Inc.  
  
	 	  
   Kohmann Model  
   Window  
   Patcher with all
   replacements/  
   additions  
  
	 	 1/8/2008  
  
	 	 C  
 A  
  
	 	 Secretary of State  
  
	 	 8/2/2001
 #0122060249
  
	 	 Amendment
 4/7/2006;
 Continuation
 4/7/2006
  

	 		 		 		 	 
	 ROCK-TENN
 COMPANY (INC)
	 	   Fleet Business  
   Credit, LLC  
	 	  
   Dell (Intel)  
   Computer and  
   software  
  
	 	 1/10/2008  
  
	 	 G  
 A  
  
	 	 Superior  
 Court Clerk   Central Index  
  
	 	 1/9/2002
 #067-2002-000259
  
	 	 Continuation
 11/28/2006
  


  

 15 









															
	  
 ROCK-TENN  
 COMPANY (INC)  
  
	 	   Fleet Business  
   Credit, LLC  
  
	 	   Dell (Intel)  
   Computer and  
   software  
	 	  1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	   1/29/2002  
   #067-2002-000924  
	 	 
	ROCK-TENN COMPANY	 	  
   Kodak Polychrome  
   Graphics, LLC  
  
	 	   CTP 1250 Quartz Proc,  
   Rinse Gum, Stacker,  
   and Chiller  
	 	  1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	   2/12/2002  
   #067-2002-001467  
	 	 
	ROCK TENN COMPANY	 	   Fleet Business  
   Credit, LLC  
  
	 	  IBM Server  	 	  1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	   4/4/2002  
   #067-2002-003384  
	 	 
	ROCK-TENN COMPANY	 	   Kodak Polychrome  
   Graphics, LLC  
	 	   Rinse
Gum  
   Unit/ Quartz  
   Processor  
	 	  1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	   7/10/2002  
   #067-2002-006999  
	 	 
	ROCK-TENN COMPANY	 	   Imaging Financial  
   Services, Inc.  
  
	 	   Kodak Digital
Color  
   Imager and all  
   accessories  
	 	  1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	   9/23/2002  
   #044-2002-005206  
	 	 
	ROCK-TENN COMPANY	 	   GE Capital  
   Corporation  
  
  
	 	  
   Thermal Processor/  
   Chiller and all  

   accessories/  
   attachments  
  
	 	  1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	   10/2/2002  
   #067-2002-010217  
	 	 
	ROCK TENN COMPANY	 	   US Bancorp  
  
	 	   Cannon
IR2800  
   with accessories  
	 	  1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	   3/19/2003  
   #060-2003-003459  
	 	 

  

 16 









															
	ROCK-TENN COMPANY	 	 NMHG Financial Services,
Inc.  
  
	 	  
 All Equipment leased by
 Lessor or Lessee
  
	 	1/10/2008  	 	 G
 A
	 	  
 Superior
 Court Clerk Central Index  
  
	 	 2/6/2004
 #067-2004-001219
	 	 
	ROCK TENN COMPANY	 	 Fleet Business Credit, LLC
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 3/26/2004
 #007-2004-003653
	 	 
	ROCK TENN COMPANY	 	 Fleet Business Credit, LLC
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 4/21/2004
 #007-2004-005005
	 	 
	ROCK TENN COMPANY	 	 Fleet Business Credit, LLC
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 4/29/2004
 #007-2004-005397
	 	 
	ROCK TENN COMPANY	 	 Fleet Business Credit, LLC
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 5/3/2004
 #007-2004-005579
	 	 
	ROCK TENN COMPANY	 	 Fleet Business Credit, LLC
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 6/2/2004
 #007-2004-007083
	 	 
	ROCK TENN COMPANY	 	 Fleet Business Credit, LLC
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 6/9/2004
 #007-2004-007558
	 	 

  

 17 









															
	ROCK TENN COMPANY	 	 Fleet Business Credit,
LLC  
  
	 	Konica Fax	 	1/10/2008	 	 G
 A
	 	  
 Superior
 Court Clerk Central Index  
  
	 	 7/6/2004
 #007-2004-008766
	 	 
	ROCK TENN COMPANY	 	 Fleet Business Credit, LLC  
  
	 	Konica Copier	 	1/10/2008	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 8/16/2004
 #007-2004-010834
	 	 
	ROCK TENN COMPANY	 	 Fleet Business Credit, LLC  
  
	 	Konica Copier	 	1/10/2008	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 10/13/2004
 #007-2004-013886
	 	 
	ROCK TENN COMPANY	 	 Fleet Business Credit, LLC  
  
	 	Konica Fax	 	1/10/2008	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 11/4/2004
 #007-2004-015067
	 	 
	ROCK TENN COMPANY	 	 Fleet Business Credit, LLC  
  
	 	Konica Fax	 	1/10/2008	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 12/14/2004
 #007-2004-017069
	 	 
	ROCK-TENN COMPANY	 	 Winthrop Resources Corporation  
  
	 	  
 Equipment leased under Lease Agreement #RO083104,
 Schedule 1
  
	 	1/10/2008	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 1/14/2005
 #007-2005-000750
	 	 
	ROCK TENN COMPANY	 	 Bal Global Finance, LLC  
  
	 	Konica Copier	 	1/10/2008	 	 G
 A
	 	  
 Superior

 Court Clerk Central Index  
  
	 	 2/28/2005
 #007-2005-002889
	 	 

  

 18 









															
	ROCK TENN COMPANY  	  	Bal Global Finance, LLC  	  	Konica Fax	  	1/10/2008  	  	 G
 A
	  	  
 Superior
 Court Clerk   Central Index  
  
	  	 3/2/2005
 #007-2005-003096
	  	 
	ROCK TENN COMPANY  	  	 Banc of America Leasing &
 Capital, LLC
	  	Konica Fax	  	1/10/2008  	  	 G
 A
	  	  
 Superior

 Court Clerk   Central Index  
  
	  	 4/6/2005
 #007-2005-005167
	  	 
	ROCK-TENN COMPANY  	  	Winthrop Resources   Corporation  	  	 Dell/ Other computer
 Equipment
	  	1/10/2008  	  	 G
 A
	  	  
 Superior

 Court Clerk   Central Index  
  
	  	 4/19/2005
 #007-2005-005831
	  	 
	ROCK TENN COMPANY  	  	 Banc of America Leasing &
 Capital, LLC
	  	Konica Fax	  	1/10/2008  	  	 G
 A
	  	  
 Superior

 Court Clerk   Central Index  
  
	  	 4/22/2005
 #007-2005-006031
	  	 
	ROCK TENN COMPANY  	  	 Banc of America Leasing &
 Capital, LLC
	  	Konica Copier	  	1/10/2008  	  	 G
 A
	  	  
 Superior

 Court Clerk   Central Index  
  
	  	 5/2/2005
 #007-2005-006547
	  	 
	ROCK TENN COMPANY  	  	 Banc of America Leasing &
 Capital, LLC
	  	Konica Fax	  	1/10/2008  	  	 G
 A
	  	  
 Superior

 Court Clerk   Central Index  
  
	  	 6/2/2005
 #007-2005-008297
	  	 
	ROCK TENN COMPANY  	  	 Banc of America Leasing &
 Capital, LLC
	  	Konica Fax	  	1/10/2008  	  	 G
 A
	  	  
 Superior

 Court Clerk   Central Index  
  
	  	 6/14/2005
 #007-2005-008958
	  	 

  

 19 









															
	ROCK TENN COMPANY	 	  
 Banc of America Leasing & Capital, LLC
  
	 	  
 Konica Fax
	 	1/10/2008  	 	 G
 A
	 	 Superior
 Court Clerk Central Index  
	 	 6/22/2005
 #007-2005-009321
	 	 
	ROCK TENN COMPANY	 	  
 Banc of
America Leasing & Capital, LLC
  
	 	  
 Konica Fax

	 	1/10/2008  	 	 G
 A
	 	 Superior
 Court Clerk Central Index  
	 	 6/23/2005
 #007-2005-009367
	 	 
	ROCK TENN COMPANY	 	  
 Banc of
America Leasing & Capital, LLC
  
	 	  
 Konica
Copier
	 	1/10/2008  	 	 G
 A
	 	 Superior
 Court Clerk Central Index  
	 	 6/23/2005
 #007-2005-009371
	 	 
	ROCK TENN COMPANY	 	  
 Banc of
America Leasing & Capital, LLC
  
	 	  
 Konica
Copier
	 	1/10/2008  	 	 G
 A
	 	 Superior
 Court Clerk Central Index  
	 	 7/21/2005
 #007-2005-010854
	 	 
	ROCK TENN COMPANY	 	  
 Banc of
America Leasing & Capital, LLC
  
	 	  
 Konica
Copier
	 	1/10/2008  	 	 G
 A
	 	 Superior
 Court Clerk Central Index  
	 	 8/25/2005
 #007-2005-012660
	 	 
	ROCK TENN COMPANY	 	  
 Banc of
America Leasing & Capital, LLC
  
	 	  
 Konica Fax

	 	1/10/2008  	 	 G
 A
	 	 Superior
 Court Clerk Central Index  
	 	 8/26/2005
 #007-2005-012723
	 	 
	ROCK TENN COMPANY	 	  
 Banc of
America Leasing & Capital, LLC
  
	 	  
 Konica
Copier
	 	1/10/2008  	 	 G
 A
	 	 Superior
 Court Clerk Central Index  
	 	 9/1/2005
 #007-2005-013055
	 	 

  

 20 









															
	ROCK TENN COMPANY  	 	 Banc of America Leasing & Capital,
LLC    
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior
 Court Clerk
 Central Index  
  
	 	 10/24/2005
 #007-2005-015821  
	 	 
	ROCK TENN COMPANY  	 	 Banc of America Leasing & Capital, LLC
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk
 Central Index  
  
	 	 11/2/2005
 #007-2005-016359  
	 	 
	ROCK TENN COMPANY  	 	 Banc of America Leasing & Capital, LLC
  
	 	Konica Fax	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk
 Central Index  
  
	 	 11/30/2005
 #007-2005-017709  
	 	 
	ROCK-TENN COMPANY  	 	FPC Funding II, LLC	 	 Weber Labeling Coding Solutions
  
	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk
 Central Index  
  
	 	 11/30/2005
 #007-2005-017758  
	 	 
	ROCK TENN COMPANY  	 	 Banc of America Leasing & Capital, LLC
  
	 	Konica Fax	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk
 Central Index  
  
	 	 2/1/2006
 #007-2006-001823  
	 	 
	ROCK TENN COMPANY  	 	 Banc of America Leasing & Capital, LLC  
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk
 Central Index  
  
	 	 2/27/2006
 #007-2006-003304  
	 	 
	ROCK TENN COMPANY  	 	 Banc of America Leasing & Capital, LLC
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior

 Court Clerk
 Central Index  
  
	 	 3/1/2006
 #007-2006-003522  
	 	 

  

 21 









															
	ROCK TENN COMPANY	 	  
 Banc of America  
 Leasing &  
 Capital, LLC  
  
	 	Konica Fax  	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 3/8/2006  
 #007-2006-004000  
	 	 
	ROCK TENN COMPANY	 	 Konica Business  
 Technologies, Inc.  
  
	 	Konica Copier  	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 3/23/2006
 #007-2006-004891  
	 	 
	ROCK TENN COMPANY	 	 Konica Business  
 Technologies, Inc.  
  
	 	Konica Fax  	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 3/26/2006  

 #007-2006-005200  
	 	 
	ROCK TENN COMPANY	 	 Konica Business  
 Technologies, Inc.  
  
	 	Konica Fax  	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 3/28/2006  

 #007-2006-005201  
	 	 
	ROCK TENN COMPANY	 	 Konica Business  
 Technologies, Inc.  
  
	 	Konica Copier  	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 4/18/2006  

 #007-2006-006680  
	 	 
	ROCK TENN COMPANY	 	 Konica Business  
 Technologies, Inc.  
  
	 	Konica Fax  	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 4/26/2006  

 #007-2006-007230  
	 	 
	ROCK TENN COMPANY	 	  
 Banc of
America  
 Leasing &  
 Capital, LLC  
  
	 	Konica Fax  	 	1/10/2008  	 	 G
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 6/2/2006  

 #007-2006-009831  
	 	 

  

 22 









															
	 	 	 	 	 	 	 	 
	ROCK TENN COMPANY	 	 Banc of America  
 Leasing &
 Capital, LLC  
  
	 	Konica Fax	 	1/10/2008  	 	 G  
 A  
	 	 Superior
 Court Clerk
 Central Index  
  
	 	 6/13/2006
 #007-2006-010479 
	 	 
	 		 		 		 	 
	ROCK TENN COMPANY	 	 Banc of America  
 Leasing &
 Capital, LLC  
  
	 	Konica Fax	 	1/10/2008  	 	 G  
 A  
	 	 Superior
 Court Clerk
 Central Index  
  
	 	 7/27/2006
 #007-2006-013359 
	 	 
	 		 		 		 	 
	ROCK TENN COMPANY	 	 Banc of America  
 Leasing &
 Capital, LLC  
  
	 	Konica Fax	 	1/10/2008  	 	 G  
 A  
	 	 Superior
 Court Clerk
 Central Index  
  
	 	 8/8/2006
 #007-2006-014173 
	 	 
	 		 		 		 	 
	ROCK TENN COMPANY	 	 Banc of America  
 Leasing &
 Capital, LLC  
  
	 	Konica Copier	 	1/10/2008  	 	 G  
 A  
	 	 Superior
 Court Clerk
 Central Index  
  
	 	 8/18/2006
 #007-2006-014849 
	 	 
	 		 		 		 	 
	ROCK TENN COMPANY	 	 Banc of America  
 Leasing &
 Capital, LLC  
  
	 	Konica Copier	 	1/10/2008  	 	 G  
 A  
	 	 Superior
 Court Clerk
 Central Index  
  
	 	 9/8/2006
 #007-2006-016199 
	 	 
	 		 		 		 	 
	ROCK-TENN COMPANY	 	 Housing and   Redevelopment  
 Authority of the City   of Saint Paul, Minnesota
  
	 	Boxboard, Corrugated   Medium and Utility  
Equipment  	 	1/10/2008	 	 G  
 A  
	 	 Superior
 Court Clerk
 Central Index  
  
	 	 10/9/2006
 #067-2006-010353 
	 	 
	 		 		 		 	 
	ROCK-TENN COMPANY	 	 City of Saint  
 Paul, Minnesota  
  
	 	 Boxboard, Corrugated   Medium and
Utility   Equipment  
  
	 	1/10/2008	 	 G  
 A  
	 	 Superior
 Court Clerk
 Central Index  
  
	 	 10/9/2006
 #067-2006-010354 
	 	 

  

 23 









															
	ROCK TENN COMPANY	 	 Banc of America Leasing &   Capital, LLC
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior
 Court Clerk Central Index
  
	 	 12/27/2006
 #007-2006-023130
	 	 
	ROCK TENN COMPANY	 	 Banc of America Leasing &
 Capital, LLC
  
	 	Konica Copier	 	1/10/2008  	 	 G
 A
	 	  
 Superior
 Court Clerk Central Index
  
	 	 12/28/2006
 #007-2006-023363
	 	 
	ROCK TENN COMPANY	 	 Banc of America Leasing &
 Capital, LLC
  
	 	Konica Fax	 	1/10/2008  	 	 G
 A
	 	  
 Superior
 Court Clerk Central Index
  
	 	 2/22/2007
 #007-2007-003578
	 	 
	ROCK TENN COMPANY	 	 Banc of America Leasing &
 Capital, LLC
  
	 	Konica Fax	 	1/10/2008  	 	 G
 A
	 	  
 Superior
 Court Clerk Central Index
  
	 	 4/2/2007
 #007-2007-006219
	 	 
	ROCK TENN COMPANY	 	 Banc of America Leasing &
 Capital, LLC
  
	 	Konica Copier and all attachments/accessories  	 	1/10/2008  	 	 G
 A
	 	  
 Superior
 Court Clerk Central Index
  
	 	 4/9/2007
 #007-2007-006758
	 	 
	ROCK TENN COMPANY	 	 Banc of America Leasing & Capital, LLC

  
	 	Konica Copier and all attachments/accessories  	 	1/10/2008  	 	 G
 A
	 	  
 Superior
 Court Clerk Central Index
  
	 	 5/11/2007
 #007-2007-009453
	 	 
	ROCK TENN COMPANY	 	 Banc of America Leasing &
 Capital, LLC
  
	 	Konica Copier and all attachments/accessories  	 	1/10/2008  	 	 G
 A
	 	  
 Superior
 Court Clerk Central Index
  
	 	 5/23/2007
 #007-2007-010331
	 	 

  

 24 









															
	ROCK-TENN COMPANY	  	  
 Banc of America Leasing & Capital, LLC  
  
	  	Konica Copier and all attachments/ accessories  	  	1/10/2008  	  	 G
 A
	  	 Superior
 Court Clerk Central Index  
	  	 10/18/2007
 #007-2007-021127
	  	 
	ROCK-TENN COMPANY	  	  
 Banc of
America Leasing & Capital, LLC  
  
	  	Konica Copier and all attachments/ accessories  	  	1/10/2008  	  	 G
 A
	  	 Superior
 Court Clerk Central Index  
	  	 11/27/2007
 #007-2007-024013
	  	 
	ROCK-TENN COMPANY	  	  
 Banc of
America Leasing & Capital, LLC  
  
	  	Konica Copier and all attachments/ accessories  	  	1/10/2008  	  	 G
 A
	  	 Superior
 Court Clerk Central Index  
	  	 11/28/2007
 #007-2007-024115
	  	 
	ROCK-TENN COMPANY	  	  
 Banc of
America Leasing & Capital, LLC  
  
	  	Konica Copier and all attachments/ accessories  	  	1/10/2008  	  	 G
 A
	  	 Superior
 Court Clerk Central Index  
	  	 12/11/2007
 #007-2007-025133
	  	 
	ROCK-TENN COMPANY	  	  
 Banc of
America Leasing & Capital, LLC  
  
	  	Konica Copier and all attachments/ accessories  	  	1/10/2008  	  	 G
 A
	  	 Superior
 Court Clerk Central Index  
	  	 12/31/2007
 #007-2007-026559
	  	 
	ROCK-TENN CONVERTING COMPANY	  	  
 Caterpillar Financial  Services Corporation  
  
	  	Caterpillar Lift Truck  	  	1/10/2008  	  	 G
 A
	  	 Superior
 Court Clerk Central Index
	  	 7/2/1998
 #067-1998-008105
	  	Continuation 7/2/2003
	ROCK-TENN CONVERTING COMPANY	  	MLP U.S.A, Inc.	  	  
 Mitsubishi Diamond  color sheetfed printing press  
  
	  	1/10/2008  	  	 G
 A
	  	 Superior
 Court Clerk Central Index
	  	 2/19/2002
 #067-2002-001705
	  	Continuation 2/1/2007

  

 25 









															
	 	 	 	 	 	 	 	 
	 ROCK-TENN CONVERTING  
 COMPANY
  
	 	 Absolute Machine Tools Inc
  
	 	 Milltronics Milling Machine
  
	 	 1/10/2008  
  
	 	 G
 A
	 	  
 Superior
Court Clerk Central Index  
  
	 	 3/25/2002
 #067-2002-002915
  
	 	 
	 ROCK-TENN CONVERTING  
 COMPANY
	 	American Packaging Capital, Inc.	 	Shanklin Triumph Side Seal Automatic	 	1/10/2008  	 	 G
 A
	 	  
 Superior
Court Clerk Central Index  
  
	 	 7/31/2002
 #001-2002-003546
	 	 
	 ROCK TENN CONVERTING  
 COMPANY
	 	IOS Capital, LLC	 	  
 All equipment hereafter leased under Lease Agreement 119100, including CA 2060 UKJO6616
  
	 	1/10/2008  	 	 G
 A
	 	  
 Superior
Court Clerk Central Index  
  
	 	 10/7/2002
 #007-2002-010154
	 	 
	 		 		 		 	 
	 ROCK TENN
CONVERTING  
 COMPANY
	 	IOS Capital, LLC	 	 All equipment hereafter leased under Lease Agreement 119100, including CA 2060
UKJO6616
  
	 	1/10/2008  	 	 G
 A
	 	 Superior Court Clerk Central Index  
  
	 	 10/10/2002
 #007-2002-010286
	 	 
	 ROCK-TENN CONVERTING  
 COMPANY
  
	 	 KBA North America Inc., Sheetfed
Division
  
 Please Note: This UCC filing
chain is represented incorrectly on page 37 of the certified listing. The states system entered the file number to be referenced improperly (entering in 000700 instead of 007000). The state has been notified
 of this error and a correction is in process.
  
	 	 KBA Rapida 162
sheetfed offset printing press w/ all standard equipment
  
	 	1/10/2008  	 	 G

 A
	 	  
 Superior Court Clerk Central Index  
  
	 	 7/14/2004
 #067-2004-007000
	 	Amendment  
11/22/2004
	 ROCK-TENN CONVERTING  
 COMPANY
  
	 	 KBA North America Inc., Sheeetfed Division
  
	 	  
 KBA Rapida 162 sheetfed offset press w/ all standard equipment
  
	 	 1/10/2008  
  
	 	 G
 A
	 	  
 Superior
Court Clerk Central Index  
  
	 	 8/24/2004
 #067-2004-008662
  
	 	 Amendment  
11/22/2004
  


  

 26 









															
	  
 ROCK-TENN CONVERTING COMPANY
  
	 	 Toyota Motor
 Credit Corporation  
  
	 	 Toyota Forklift/   Cascade
 Turn-A-Load
	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior
 Court Clerk
 Central Index  
  
	 	 2/16/2005
 #007-2005-002426
	 	 
	  
 ROCK-TENN CONVERTING COMPANY
  
	 	 NMHG Financial   Services, Inc.  
  
	 	All equipment leased  by Lessor to  Lessee	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior
 Court Clerk
 Central Index  
  
	 	 7/14/2006
 #067-2006-007174
	 	 
	  
 ROCK-TENN CONVERTING COMPANY
  
	 	 Man Roland Inc.  
  
	 	Man Roland/   Sheetfed Offset   Printing Press  
System	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior
 Court Clerk
 Central Index  
  
	 	 8/28/2006
 #067-2006-008925
	 	 
	  
 ROCK-TENN CONVERTING COMPANY
  
	 	 Eastman Kodak Company  
  
	 	Kodak Laminator  	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior
 Court Clerk
 Central Index  
  
	 	 11/13/2006
 #067-2006-011463
	 	 
	  
 ROCK-TENN CONVERTING COMPANY
  
	 	 VFS Financing, Inc.  
  
	 	Cessna Citation Aircraft  	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior
 Court Clerk
 Central Index  
  
	 	 4/2/2007
 #033-2007-003262
	 	 
	  
 ROCK-TENN CONVERTING COMPANY
  
	 	 Toyota Motor
 Credit Corporation  
  
	 	Toyota Forklift  	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior
 Court Clerk
 Central Index  
  
	 	 12/17/2007
 #007-2007-025650
	 	 
	  
 ROCK-TENN CONVERTING COMPANY
  
	 	 Toyota Motor
 Credit Corporation  
  
	 	Toyota Forklift  	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior
 Court Clerk
 Central Index  
  
	 	 12/21/2007
 #007-2007-026074
	 	 

  

 27 









															
	 ROCK-TENN  
 LEASING COMPANY,  
 LLC  
	 	  VFS Financing, Inc.  	 	  
   Astra SPX Aircraft  
  
	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 4/2/2007  
 #033-2007-003263  
	 	 
	 ROCK-TENN  
 MILL COMPANY,  
 LLC  
	 	   The Bank of New York  
   Trust Company N.A.,  
   as Trustee  
  
  
	 	  
   Equipment purchased     through Demopolis     Industrial Development  
   Board Bonds and 2nd  
   IDB Bond Issue  
  
	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 2/8/2007  
 #067-2007-001721  
	 	 
	 ROCK-TENN  
 MILL COMPANY,  
 LLC  
	 	   The Bank of New York  
   Trust Company N.A.,  
   as Trustee  
  
  
	 	  
   Equipment purchased  
   through
Demopolis  
   Industrial Development  
   Revenue Bonds and 3rd  
   IDB Bond Issue  
  
	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 2/8/2007  
 #067-2007-001722  
	 	 
	 ROCK-TENN  
 MILL COMPANY,  
 LLC  
	 	   Robertson  
   Banking Company,  
   as Trustee  
  
	 	  
   Equipment purchased  
   through
Demopolis  
   Industrial Development  
   Revenue Bonds  
  
	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 2/9/2007  
 #067-2007-001756  
	 	 
	 ROCK-TENN  
 PACKAGING AND  
 PAPERBOARD, LLC  
	 	  
   KBA North  
   America Inc.,  
   Sheeetfed Division  
  
	 	  
   KBA Rapida  
   Sheetfed  
   Offset Press  
  
	 	1/10/2008  	 	 G  
 A  
	 	  
 Superior  
 Court Clerk  
 Central Index  
  
	 	 5/3/2007  
 #067-2007-005196  
	 	 
	 WALDORF  
 CORPORATION  
	 	   Transameric  

  Business Credit  
   Corporation  
  
	 	  
   Automatic  
   Diecutting
Creasing  
   and Wast  
   Stripping Press  
  
	 	1/9/2008  	 	 D  
 E  
	 	  
 Department  
 of State:  
 Division Of  
 Corporations  
  
	 	 8/26/2003  
 #32218280  
	 	 

  

 28 








 Additional Liens of the Company’s Subsidiaries (Registrations in Quebec, Canada): 
  

											
	  	  	 Registration Number
 Registration Date
 Expiration Date
  
	  	Nature	  	Holder	  	Grantor	  	 Description of Property
 (Summary)

	 
	     1.        
	  	 99-0130808-0001
 August 17, 1999
 Nil
  
	  	Rights under a lease	  	 Lessor
  
 Bobst Canada Inc.
  
	  	 Lessee
  
 Les Industries Ling
 Inc.
	  	Specifically described movable property.
	     2.        
	  	 03-0022679-0001
 January 17, 2003
 December 3, 2008
	  	Rights under a lease	  	 Lessor
  
 Location du Parc
 (1987) Inc.
  
	  	 Lessee
  
 Les Industries Ling Inc.
	  	 One (1) International truck 9200i, year 2003,
serial number 2HSCEAXR13C056834.
  

	     3.        
	  	 05-0460880-0001
 August 10, 2005
 January 8, 2010
	  	 Rights of ownership
 of the Lessor
	  	 Lessor
  
 MacDermid Printing Solutions, LLC
  
	  	 Lessee
  
 Ling Industries, Inc.
	  	Lava Thermal 4260 Plate Processor (s/n 004)
	     4.        
	  	 06-0324461-0088
 June 7, 2006
 May 25,
2010
	  	 Rights under a lease
 and transfer of
 rights
	  	 Lessor
  
 2527-9829 Québec Inc.
  
 Assignee
  
 Volvo Car Financial
 Services, A Division of
 Primus Canada
 Company
  
	  	 Lessee
  
 Industries Ling Inc.
	  	One (1) Volvo XC90, year 2006, serial number YV4CM852661296393
	     5.        
	  	 08-0018285-0001
 January 14, 2008
 December 2, 2013
	  	Rights under a lease	  	 Lessor
  
 Location du Parc
 (1987) Inc.
	  	 Lessee
  
 Les Industries Ling
 Inc.
	  	 One (1) International ProStar, year 2008,
serial number 2HSCUAPR28C694598.
  


  

 29 









											
	  	  	 Registration Number
 Registration Date
 Expiration Date
  
	  	Nature	  	Holder	  	Grantor	  	 Description of Property
 (Summary)

	 
	    6.        	  	 02-0102827-0006
 March 18, 2002
 December 21, 2011
	  	 Rights under a lease
 -
 Single registration

 Article 2961.1 of
 the Civil Code of
 Québec
	  	 Lessor
  
 Location Brossard Inc.
	  	 Lessee
  
 Wilco Inc.
	  	The universality of all vehicles, present and future, leased by the Lessor to the Lessee.

	    7.        	  	 02-0493767-0003
 November 1, 2002
 October 9, 2010
	  	Rights of ownership   of the Lessor	  	 Lessor
  
 Heidelberg Canada Graphic Equipment Limited
  
	  	 Lessee
  
 Groupe Wilco Ltee
	  	Consigned inventory.
	    8.        	  	 03-0336609-0009
 July 3, 2003
 July 2,
2008
	  	 Rights under a lease  
 -
 Single registration

 Article 2961.1 of
 the Civil Code of
 Québec
	  	 Lessor
  
 Xerox Canada Limited
	  	 Lessee
  
 Wilco Inc.
	  	All present and future office equipment and software supplied or financed from time to
time by the Lessor (whether by lease, conditional sale or otherwise), whether or not manufactured by the Lessor or any affiliate thereof.
	    9.        	  	 07-0060350-0010
 February 6, 2007
 February 5, 2013
	  	 Rights of ownership  
 of the Lessor
	  	 Lessor
  
 Xerox Canada Ltd
	  	 Lessee
  
 Wilco Inc.
	  	 All present and future office equipment and
software supplied or financed from time to time by the Lessor (whether by lease, conditional sale or otherwise), whether or not manufactured by the Lessor or any affiliate thereof.
  

	    10.        	  	 07-0316756-0007
 June 5, 2007
 March
30, 2009
	  	 Rights of ownership  
 of the Lessor
	  	 Lessor
  
 E.I. DuPont Canada
 Company
  
	  	 Lessee
  
 Wilco Inc.
	  	 One (1) TD1000 Cyrel Fast Thermal Processor,
TD1180657. Secured value: $125,000.
  

	    11.        	  	 07-0692947-0003
 December 4, 2007
 December 4, 2012
	  	 Rights of ownership  
 of the Lessor
	  	 Lessor
  
 Xerox Canada Ltd
	  	 Lessee
  
 Wilco Inc.
	  	 All present and future office equipment and
software supplied or financed from time to time by the Lessor (whether by lease, conditional sale or otherwise), whether or not manufactured by the Lessor or any affiliate thereof.
  


  

 30 









											
	  	  	 Registration Number
 Registration Date
 Expiration Date
  
	  	Nature	  	Holder	  	Grantor	  	 Description of Property
 (Summary)

	 
	    12.        	  	 03-0231605-0015
 May 12, 2003
 May 9,
2008
	  	 Rights under a lease
 -
 Single registration

 Article 2961.1 of
 the Civil Code of  
 Québec
	  	 Lessor
  
 Xerox Canada Limited
	  	 Lessee
  
 Cartem Inc.
	  	 All present and future office equipment
leased on a conditional sale or similar basis, or otherwise financed by the Lessor, whether or not manufactured by the Lessor or any affiliate thereof.
  

	    13.        	  	 06-0321175-0073
 June 6, 2006
 May 31,
2010
	  	 Rights under a lease
 and transfer of
 rights
	  	 Lessor
  
 Drouin & Freres Auto
 Ltee
  
 Assignee

  
 La Compagnie GMAC  
 Location
  
 GMAC Leaseco
 Corporation
  
	  	 Lessee
  
 Ling Quebec Inc.
	  	One (1) GMC Envoy, year 2006, s/n: 1GKDT13S562319925.
	    14.        	  	 07-0246859-0020
 May 7, 2007
 April 27,
2011
	  	 Rights under a lease
 and transfer
 of
rights
	  	 Lessor
  
 Bourassa Pontiac Buick Ltee
  
 Assignee
  
 La Compagnie GMAC  
 Location
  
 GMAC Leaseco
 Corporation
  
	  	 Lessee
  
 Ling Quebec Inc.
	  	One (1) Pontiac Torrent, year 2007, s/n: 2CKDL63F176101697.

  

 31 








 Liens of the Acquired Company and its Subsidiaries: 
  

											
	  
 Debtor
  
	 	  
 Jurisdiction  
  
	 	  
 Filing No.    
  
	 	  
 Date  
  
	 	  
 Secured Party
  
	 	  
 Collateral
  

	Schiffenhaus Packaging Corp.	 	NJ  	 	1885491  	 	1/25/1999  	 	 Bobst Equipment
 Finance/Bayerische Hypo-Und
 Vereinsbank AG
  
	 	Bobst SPO 160-5, 1997 Model, #065802103
	Schiffenhaus Packaging Corp.	 	NJ  	 	2236121-9  	 	5/14/2004  	 	NMHG Financial Services	 	 Forklift w/battery and charger, serial number
D114N02952B
  

	Schiffenhaus Industries, Inc.	 	NJ  	 	2310460-0  	 	8/1/2005  	 	General Electric Capital Corporation	 	 Printing Machinery: Flexo Folder Gluer,
Rotary Die Cutter, Autoplaten Die Cutter, Facer LHDPC
  


  

 32 








 Schedule 6.10 
 Investments 
 Promissory Note dated
January 27, 2006 from Markson Rosenthal & Company in favor of Rock-Tenn Converting Company in the amount of $3,050,286. 
  

 33 








 PLEDGE AGREEMENT (SHARED COLLATERAL) 
 THIS PLEDGE AGREEMENT (SHARED COLLATERAL) (this “Pledge Agreement”) is entered into as of
March 5, 2008, among ROCK-TENN COMPANY, a Georgia corporation (the “Company”), each of the Domestic Subsidiaries of the Company from time to time party hereto (individually a “U.S Guarantor” and
collectively the “U.S. Guarantors”; the U.S. Guarantors, together with the Company, individually an “Pledgor” and collectively the “Pledgors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a
national banking association, in it capacity as collateral agent (in such capacity, the “Collateral Agent”) for the holders of the Secured Obligations (defined below). 
 RECITALS 
 WHEREAS, the
Company, Rock-Tenn Company of Canada (the “Canadian Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders and as collateral agent for the Lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”)
are entering into contemporaneously herewith that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, modified, extended, renewed, restated or replaced from time to time, the “Credit Agreement”),
pursuant to which the Lenders have agreed to make Loans and to issue and/or acquire participation interests in Letters of Credit upon the terms and subject to the conditions set forth therein; 
 WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders
to make their respective Loans and to issue and/or acquire participation interests in Letters of Credit under the Credit Agreement that the Pledgors shall have executed and delivered this Pledge Agreement; 
 WHEREAS, the Pledgors constitute one integrated financial enterprise, and the Extensions of Credit to any Pledgor
shall benefit directly and indirectly each Pledgor; and 
 WHEREAS, in connection with the granting of
liens in the Pledged Collateral (defined below) to secure the Credit Facility Obligations (defined below), the Pledgors are required by Section 1005 of the 1995 Senior Note Indenture to grant equal and ratable Liens in the Pledged Collateral to
secure the 1995 Senior Note Obligations (defined below) equally and ratably with the Credit Facility Obligations. 
 NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
 1.          Definitions. 
     (a)        Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms which are defined in the Uniform Commercial Code from time to time in effect in the State of New York (except as such terms
may be used in connection with the perfection of Collateral, in which case the applicable jurisdiction with respect to such affected Collateral shall apply) (the “UCC”) are used herein as so defined: Certificated Security,
Entitlement Order, Financial Asset, General Intangible, Instrument, Investment Company Security, Money, Securities Account, Security,








 
Security Entitlement, Securities Intermediary and Uncertificated Security. For purposes of this Pledge Agreement, the term “Lender” shall include any Hedging Agreement Provider.

     (b)        In addition, the
following terms shall have the following meaning: 
       “1995 Senior Note Indenture” means the Indenture dated as of July 31, 1995 between the Company and SunTrust Bank, N.A. (as successor trustee to Trust Company Bank), as Trustee.

       “1995 Senior Note Obligations” means a
collective reference to (a) all indebtedness, obligations and liabilities of the Company under the 1995 Senior Note Indenture and the senior notes issued by the Company thereunder now existing or hereafter arising, due or to become due, direct
or indirect, absolute or contingent, howsoever evidenced, held or acquired, and (b) all costs and expenses incurred in connection with enforcement and collection of the obligations described in the foregoing clause (a), including fees, charges
and disbursements of counsel. 
       “Credit Facility
Obligations” means a collective reference to (a) all of the Credit Party Obligations (including obligations under Secured Hedging Agreements), howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct,
contingent, or joint and several and (b) all expenses and charges, legal and otherwise, incurred by the Secured Parties in collecting or enforcing any of the Credit Party Obligations or in realizing on or protecting any security therefor as
permitted pursuant to the Credit Agreement, including without limitation the security granted hereunder. 
       “Debt” means indebtedness for money borrowed. 
       “Secured Obligations” means a collective reference to (a) the Credit Facility Obligations and (b) the 1995 Senior Note
Obligations. 
       “Secured Noteholders” means
the holders of the Company’s 2011 Senior Notes and 2013 Senior Notes. 
       “Trustee” has the meaning assigned to such term in the 1995 Senior Note Indenture. 
 2.          Pledge and Grant of Security Interest. To secure the prompt payment and performance in full when due, whether by lapse of time
acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, a continuing security interest in, and a
right to set off against, any and all right, title and interest of such Pledgor in and to the following and to the following Property of such Pledgor, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the
“Pledged Collateral”): 
     (a)        Pledged Capital Stock. (i) 100% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor of
each Domestic Subsidiary of such Pledgor as set forth on Schedule 2(a) attached hereto and (ii) 66% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock entitled to vote (within
the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and

  

 2 








 
outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor of each first-tier
Foreign Subsidiary of such Pledgor as set forth on Schedule 2(a) attached hereto. (collectively, together with the Capital Stock and other interests described in clauses (y) and (z) and in Sections 2(b) and 2(c) below, the
“Pledged Capital Stock”), including, but not limited to, the following: 
     (y)        subject to the percentage restrictions described above and in Section 2(b) below, all shares, securities, membership interests or other equity interests
representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor,
and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Capital Stock; and 
     (z)        subject to the percentage restrictions described above and in Section 2(b) below and without affecting the obligations of
the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, all
shares of each class of the Capital Stock of the successor entity formed by or resulting from such consolidation or merger. 
     (b)        Additional Interests. (i) 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and
outstanding Capital Stock of any Person that (A) hereafter becomes a Domestic Subsidiary of a Pledgor and (B) is a Restricted Subsidiary and (ii) 66% (or, if less, the full amount owned by such Pledgor) of the Voting Equity and 100%
(or, if less, the full amount owned by such Pledgor) of the Non-Voting Equity of any Person that (A) hereafter becomes a first-tier Foreign Subsidiary of such Pledgor and (B) is a Restricted Subsidiary, including, without limitation, the
certificates representing such Capital Stock. 
     (c)        Other Equity Interests. Subject to the percentage restrictions described above, any and all other Capital Stock or other equity interests owned by the
Pledgors in any Domestic Subsidiary or any first-tier Foreign Subsidiary, in each case that is also a Restricted Subsidiary. 
     (d)        Debt. All Debt of a Subsidiary of such Pledgor owing to such Pledgor (the “Pledged Debt”), and all
Instruments evidencing the Pledged Debt, including the Instruments set forth on Schedule 2(d) attached hereto. 
     (e)        Proceeds. All proceeds and products of the foregoing, however and whenever acquired and in whatever form. 
 provided, however, that to the extent that the foregoing security interest in the Pledged Collateral granted
hereunder secures all or any part of the 1995 Senior Note Obligations, such security interest shall secure the 1995 Senior Note Obligations only for so long as any senior notes are outstanding under the 1995 Senior Note Indenture. 
     (f)        Additional Collateral.
Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of Capital Stock, Instruments evidencing Debt of a Subsidiary or
other interests to the Collateral Agent as collateral security for the Secured Obligations. Upon such pledge and delivery to the Collateral Agent, such additional shares of Capital Stock, Instruments or other interests shall be deemed to be part of
the Pledged Collateral of such Pledgor

  

 3 








 
and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is amended to refer to such additional shares. 
     (g)        Continuing Security
Interest. The Pledgors and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest created hereby in the Pledged Collateral constitutes continuing collateral security for
all of the Secured Obligations, whether now existing or hereafter arising; provided, however, that if at any time after the date hereof there shall cease to be any senior notes outstanding under the 1995 Senior Note Indenture, then the
security interest in the Pledged Collateral created hereunder, to the extent (and only to the extent) such security interest granted to the Collateral Agent inures to the ratable benefit of the holders of the 1995 Senior Note Obligations, shall be
automatically terminated and released with no further action required hereunder. Notwithstanding such termination of such security interest with respect to the 1995 Senior Note Obligations, the security interest in the Pledged Collateral granted
hereunder to the Collateral Agent that inures to the ratable benefit of the holders of the Credit Facility Obligations shall continue in effect until otherwise terminated in accordance with the provisions of Section 11 of this Pledge Agreement.

 3.          Delivery of the Pledged Collateral;
Perfection of Security Interest. Each Pledgor hereby agrees as follows: 
     (a)        Delivery of Certificates and Instruments. Each Pledgor shall deliver as security to the Collateral Agent (i) simultaneously with or prior to the
execution and delivery of this Pledge Agreement, (A) all certificates and instruments representing the Pledged Capital Stock owned by such Pledgor as of the Closing Date, (ii) all Instruments evidencing the Pledged Debt owned by such
Pledgor as of the Closing Date and (iii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates or instruments constituting Pledged Capital Stock owned by a Pledgor. If any amount payable under or in connection
with any of the Pledged Debt shall be or become evidenced by any Instrument, the applicable Pledgor shall promptly notify the Collateral Agent of the existence of such Collateral and, if requested by the Collateral Agent, deliver such Instrument,
duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Pledge Agreement. Prior to delivery to the Collateral Agent, all such certificates and Instruments constituting Pledged Collateral of a Pledgor
shall be held in trust by such Pledgor for the benefit of the Collateral Agent pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or
assignment in blank, substantially in the form provided in Exhibit A attached hereto. 
     (b)        Additional Securities. Subject to the percentage restrictions set forth in Section 2, if such Pledgor shall receive by virtue of its being or having been
the owner of any Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation,
sale of assets, combination of shares of Capital Stock, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or
otherwise; (iii) dividends payable in Capital Stock; or (iv) distributions of Capital Stock or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in
surplus, then such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the
Collateral Agent in the exact form received accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A attached hereto or in other form reasonably acceptable to the Collateral
Agent, to be

  

 4 








 
held by the Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations. 
     (c)        Financing Statements; Other
Perfection Actions. Each Pledgor hereby authorizes the Collateral Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent
may from time to time deem reasonably necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Pledged
Collateral as “all personal property” or “all assets” of such Pledgor or that describes the Pledged Collateral in some other manner as the Collateral Agent deems necessary or advisable. Each Pledgor shall also execute and deliver
to the Collateral Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations, amendments and restatements of existing documents, and any documents as may be necessary if the law of any jurisdiction
other than New York becomes or is applicable to the Pledged Collateral or any portion thereof, in each case as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary or
appropriate (i) to assure to the Collateral Agent its security interests hereunder are perfected, including such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the
Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate jurisdictions,
(ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. Each Pledgor agrees to mark its books and records (and to cause the issuer of the
Pledged Capital Stock and Pledged Debt of such Pledgor to mark its books and records) to reflect the security interest of the Collateral Agent in the Pledged Collateral. 
     (d)        Provisions Relating to
Uncertificated Securities, Security Entitlements and Securities Accounts. The Pledgors shall promptly notify the Collateral Agent of any Pledged Collateral consisting of an Uncertificated Security or a Security Entitlement or any Pledged
Collateral held in a Securities Account. With respect to any such Pledged Collateral, (a) the applicable Pledgor and the applicable issuer of the Uncertificated Security or the applicable Securities Intermediary shall enter into, upon the
request of the Collateral Agent, an agreement with the Collateral Agent granting control to the Collateral Agent over such Pledged Collateral, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent and
(b) the Collateral Agent shall be entitled, upon the occurrence and during the continuance of a Default or an Event of Default, to notify the applicable issuer of the Uncertificated Security or the applicable Securities Intermediary that it
should follow the instructions or the Entitlement Orders, respectively, of the Collateral Agent and no longer follow the instructions or the Entitlement Orders, respectively, of the applicable Pledgor. Upon receipt by a Pledgor of notice from a
Securities Intermediary of its intent to terminate the Securities Account of such Pledgor held by such Securities Intermediary, prior to the termination of such Securities Account the Pledged Collateral in such Securities Account shall be
(i) transferred to a new Securities Account, upon the request of the Collateral Agent, which shall be subject to a control agreement as provided above or (ii) transferred to an account held by the Collateral Agent (in which it will be held
until a new Securities Account is established). 
 4.          Representations and Warranties. Each Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the holders of the Secured Obligations, that:

  

 5 








     (a)        Authorization of Pledged Capital Stock. The Pledged Capital Stock is duly authorized and validly issued, is fully paid and nonassessable and is not subject to
the preemptive rights of any Person. All other shares of Capital Stock or other interests constituting Pledged Collateral are duly authorized and validly issued, fully paid and nonassessable and not subject to the preemptive rights of any Person.

     (b)        Title. Each
Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and will at all times be the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no
“adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Pledged Capital Stock of such Pledgor. 
     (c)        Exercising of Rights. The exercise by the Collateral Agent of its rights and remedies hereunder will not violate any law
or governmental regulation or any material contractual restriction binding on or affecting a Pledgor or any of its property. 
     (d)        Pledgor’s Authority. No authorization, approval or action by, and no notice or filing with any Governmental
Authority, the issuer of any Pledged Capital Stock or Pledged Debt or third party is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Pledge Agreement or
(ii) for the exercise by the Collateral Agent of the rights and remedies hereunder (except as may be required by laws affecting the offering and sale of securities and subject to the applicable provisions of the Bankruptcy Code). 
     (e)        Security Interest/Priority.
This Pledge Agreement creates a valid security interest in favor of the Collateral Agent for the ratable benefit of the holders of the Secured Obligations, in the Pledged Collateral. The taking possession by the Collateral Agent of the certificates
(if any) representing the Pledged Capital Stock and the Instruments (if any) representing the Pledged Debt and all other certificates and Instruments constituting Pledged Collateral will perfect and establish the first priority of the Collateral
Agent’s security interest in all such certificated Pledged Capital Stock, Pledged Debt and such certificates and Instruments. Upon the filing of UCC financing statements in the location of each Pledgor’s state of organization, the
Collateral Agent shall have a first priority perfected security interest in all Pledged Debt not evidenced by an Instrument and all uncertificated Pledged Capital Stock consisting of partnership or limited liability company interests that do not
constitute a Security pursuant to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an Uncertificated Security, a Security Entitlement or any Pledged collateral held in a Securities Account, upon execution and
delivery by the applicable Pledgor, the Collateral Agent and the applicable Securities Intermediary or issuer of the Uncertificated Security of an agreement granting control to the Collateral Agent over such Pledged Collateral, the Collateral Agent
shall have a first priority perfected security interest in such Pledged Collateral, subject to Permitted Liens. Except as set forth in this Section, no action is necessary to perfect the Collateral Agent’s security interest. 
     (f)        No Other Capital Stock;
Partnership and Limited Liabilty Company Interests. As of the Closing Date, no Pledgor owns any Pledged Capital Stock other than as set forth on Schedule 2(a) attached hereto, which schedule also sets forth all Certificated Securities
required to be pledged and delivered to the Collateral Agent pursuant to Section 3 of this Pledge Agreement. Other than Pledged Capital Stock consisting of partnership or limited liability company interests that constitute General Intangibles,
there is no Pledged Capital Stock other than that represented by certificated Pledged Capital Stock in the possession of the Collateral Agent. 
  

 6 








 5.          Covenants. Each Pledgor covenants that until such time as the Credit Facility Obligations have been paid in full (other than in respect of contingent indemnification
obligations that survive termination of the Credit Documents pursuant to the terms thereof) and the Commitments have expired or been terminated, such Pledgor shall: 
     (a)        Defense of Title. Warrant
and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein; keep the Pledged Collateral free from all Liens, other than Permitted
Liens; and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Credit Documents. 
     (b)        Further Assurances.
Promptly execute and deliver at its expense all further instruments and documents and take all further action that may be necessary and desirable or that the Collateral Agent may request in order to (i) perfect and protect the security interest
created hereby in the Pledged Collateral of such Pledgor (including, without limitation, execution and delivery of one or more control agreements reasonably acceptable to the Collateral Agent, filing of UCC financing statements and any and all other
actions reasonably necessary to satisfy the Collateral Agent that the Collateral Agent has obtained a first priority perfected security interest in all Pledged Collateral); (ii) enable the Collateral Agent to exercise and enforce its rights and
remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation and if requested by the Collateral Agent, delivering to the Collateral
Agent irrevocable proxies in respect of the Pledged Collateral of such Pledgor. 
     (c)        Issuance or Acquisition of Capital Stock. Not without promptly thereafter executing and delivering, or causing to be executed and delivered, to the Collateral
Agent such agreements, documents and instruments as the Collateral Agent may reasonably require, issue or acquire any Capital Stock that consists of an interest in a partnership or a limited liability company which (i) is dealt in or traded on
a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or
(v) constitutes a Security or a Financial Asset. 
     (d)        Amendments. Not make or consent to any amendment or other modification or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into
any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or as may be permitted under the Credit Agreement. 
 6.          Performance of Obligations; Advances by Collateral
Agent. On failure of any Pledgor to perform any of the covenants and agreements contained herein, the Collateral Agent may, at its sole option and in its sole discretion, perform or cause to be performed the same and in so doing may expend such
sums as the Collateral Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien,
expenditures made in defending against any adverse claim and all other expenditures which the Collateral Agent may make for the protection of the security interest hereof or may be compelled to make by operation of law. All such sums and amounts so
expended shall be repayable by the Pledgors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the
default rate set forth in Section 2.7 of the Credit Agreement. No such performance of any covenant or agreement by the Collateral Agent on behalf of any Pledgor, and no such advance or expenditure therefor,

  

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shall relieve the Pledgors of any default under the terms of this Pledge Agreement, the other Credit Documents or any Secured Hedging Agreement. The Collateral Agent may make any payment hereby
authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax
assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Pledgor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

 7.          Remedies. 
     (a)        General Remedies. Upon the
occurrence of an Event of Default and during the continuation thereof, the Collateral Agent shall have, in respect of the Pledged Collateral of any Pledgor, in addition to the rights and remedies provided herein, in the other Credit Documents, in
any Secured Hedging Agreement or by law, the rights and remedies of a secured party under the UCC or any other applicable law. 
     (b)        Sale of Pledged Collateral. Upon the occurrence of an Event of Default and during the continuation thereof, without
limiting the generality of this Section and without notice, the Collateral Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private
sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Collateral Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable
law. To the extent permitted by law, any holder of Secured Obligations may in such event, bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such
Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor, in accordance
with the notice provisions of Section 9.2 of the Credit Agreement at least ten (10) days before the time of such sale. The Collateral Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice
of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was
so adjourned. 
     (c)        Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Collateral Agent may deem it
impracticable to effect a public sale of all or any part of the Pledged Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will
be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and
on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable
manner and that the Collateral Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the
Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the
financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to

  

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involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent or any
holder of Secured Obligations may, in such event, bid for the purchase of such Pledged Collateral. 
     (d)        Retention of Pledged Collateral. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation
thereof, the Collateral Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC (or any successor sections of the UCC) or otherwise complying with the notice requirements of applicable law of the relevant jurisdiction,
accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the Collateral Agent shall have provided such notices, however, the Collateral Agent shall not be deemed to have retained any
Pledged Collateral in satisfaction of any Secured Obligations for any reason. 
     (e)        Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent or any
holder of Secured Obligations are legally entitled, the Pledgors shall be jointly and severally liable for the deficiency, together with interest thereon at (i) in the case of the Credit Facility Obligations, the default rate as set forth in
Section 2.7 of the Credit Agreement, and (ii) in the case of the 1995 Senior Note Obligations, the applicable default rate set forth in the 1995 Senior Note Indenture, in each case together with the costs of collection and the
reasonable fees of any attorneys employed by the Collateral Agent to collect such deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Pledgors or to whomsoever a court of
competent jurisdiction shall determine to be entitled thereto. 
     (f)        Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Pledged Collateral (including,
without limitation, real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then the Collateral Agent shall have the right to proceed against such other property, guarantee or endorsement
upon the occurrence and during the continuation of any Event of Default, and the Collateral Agent shall have the right, in its sole discretion, to determine which rights, security, Liens, security interests or remedies the Collateral Agent shall at
any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or any of the Collateral Agent’s rights or the Secured Obligations under this Pledge Agreement, under any other
of the Credit Documents or under any other document relating to the Secured Obligations. 
 8.          Rights of the Collateral Agent. 
     (a)        Power of Attorney. Each Pledgor hereby designates and appoints the Collateral Agent, on behalf of the holders of the
Secured Obligations, and each of its designees or agents as attorney-in-fact of such Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of
an Event of Default: 
     (i)        to demand, collect, settle, compromise, adjust and give discharges and releases concerning the Pledged Collateral of such Pledgor, all as the Collateral Agent may
reasonably determine in respect of such Pledged Collateral; 
     (ii)       to commence and prosecute any actions at any court for the purposes of collecting any of the Pledged Collateral and enforcing any other right in respect thereof;

  

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     (iii)      to defend, settle, adjust or compromise any action, suit or proceeding brought with respect to the Pledged Collateral and, in connection therewith, give such discharge or
release as the Collateral Agent may deem reasonably appropriate; 
     (iv)      to pay or discharge taxes, Liens, security interests, or other encumbrances levied or placed on or threatened against the Pledged Collateral; 
     (v)      to direct any parties liable for any payment
under any of the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; 
     (vi)      to receive payment of and receipt for any
and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Pledged Collateral of such Pledgor; 
     (vii)     to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to
the Pledged Collateral of such Pledgor; 
     (viii)    to execute and deliver and/or file all assignments, conveyances, pledge agreements, affidavits, notices and other agreements, instruments and documents that the Collateral Agent may
determine necessary in order to perfect and maintain the security interests and Liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated herein; 
     (ix)      to exchange any of the Pledged Collateral of
such Pledgor or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral of such Pledgor with any committee,
depository, transfer agent, registrar or other designated agency upon such terms as the Collateral Agent may determine; 
     (x)       to vote for a shareholder, partner or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of
the Pledged Collateral of such Pledgor into the name of the Collateral Agent or into the name of any transferee to whom the Pledged Collateral of such Pledgor or any part thereof may be sold pursuant to Section 7 hereof; and 
     (xi)      to do and perform all such other acts and
things as the Collateral Agent may reasonably deem to be necessary, proper or convenient in connection with the Pledged Collateral of such Pledgor. 
 This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Credit Facility Obligations (other than contingent indemnity obligations that survive
termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the Commitments shall have been terminated. The Collateral Agent shall be
under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Collateral Agent in this Pledge Agreement, and shall not be liable for any failure to do so or any delay
in doing so. The Collateral Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as

  

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attorney-in-fact except acts or omissions resulting from its gross negligence, bad faith or willful misconduct. This power of attorney is conferred on the Collateral Agent solely to perfect,
protect, preserve and realize upon its security interest in the Pledged Collateral. 
     (b)        Assignment by the Collateral Agent. The Collateral Agent may from time to time assign this Pledge Agreement and/or its rights hereunder with respect to the
Pledged Collateral or any portion thereof to a successor Collateral Agent, and the assignee shall be entitled to all of the rights and remedies of the Collateral Agent under this Pledge Agreement in relation thereto. 
     (c)        The Collateral Agent’s
Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by the Collateral Agent hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining
thereto, it being understood and agreed that Pledgors shall be responsible for preservation of all rights in the Pledged Collateral of such Pledgor, and the Collateral Agent shall be relieved of all responsibility for the Pledged Collateral upon
surrendering it or tendering the surrender of it to the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is
accorded treatment substantially equal to that which the Collateral Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Collateral Agent
shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to
have knowledge of such matters; or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. 
     (d)        Voting Rights in Respect of the Pledged Collateral. 
     (i)        So long as no Event of Default
shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent
with the terms of this Pledge Agreement or the Credit Agreement; provided, however, that Pledgor shall not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on the value of the
Pledged Collateral or any part thereof. 
     (ii)       Upon the occurrence and during the continuance of a Default or an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Collateral Agent which shall then have the sole right to exercise such voting and
other consensual rights. 
     (e)        Dividend and Distribution Rights in Respect of the Pledged Collateral. 
     (i)        So long as no Event of Default
shall have occurred and be continuing, each Pledgor may receive and retain any and all dividends (other than dividends payable in the form of Capital Stock and other dividends constituting Pledged Collateral which are required to be delivered to the
Collateral Agent pursuant to Section 3 above), distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. 
  

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     (ii)       Upon the occurrence and during the continuation of an Event of Default: 
    (A)        all rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be
authorized to receive and retain pursuant to paragraph (i) of this subsection (e) shall cease and all such rights shall thereupon be vested in the Collateral Agent which shall then have the sole right to receive and hold as Pledged
Collateral such dividends, distributions and interest payments; and 
    (B)        all dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this subsection (ii) shall be
received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the exact form received, to be held by the
Collateral Agent as Pledged Collateral and as further collateral security for the Secured Obligations. 
     (f)        Release of Pledged Collateral. The Collateral Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged
Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, Lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this
Pledge Agreement shall continue as a first priority Lien on all Pledged Collateral not expressly released or substituted. 
 9.        Application of Proceeds. Upon acceleration of the Credit Facility Obligations pursuant to Article VII of the Credit Agreement, any proceeds
of the Pledged Collateral, when received by the Collateral Agent or any holder of Secured Obligations in Money, will be applied promptly in reduction of the Secured Obligations in the order set forth below: 
                 FIRST,
to the payment of all reasonable, out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Collateral Agent in connection with the enforcing the rights of the holders of the Secured Obligations under
this Pledge Agreement and any protective advances made by the Collateral Agent with respect to the Collateral under or pursuant to the terms of this Pledge Agreement; and 
                 SECOND, pro rata to (a) the outstanding Credit Facility Obligations in the order set forth in Section 2.13(c) of the
Credit Agreement and (b) the outstanding 1995 Senior Note Obligations as provided in the 1995 Senior Note Indenture (in each case based on the proportion that the then outstanding Credit Facility Obligations or 1995 Senior Note Obligations, as
the case may be, bears to the aggregate outstanding Secured Obligations). 
 Each Pledgor irrevocably waives the
right to direct the application of such payments and proceeds and acknowledges and agrees that the Collateral Agent, Administrative Agent or Trustee, as applicable, shall have the continuing and exclusive right to apply and reapply any and all such
proceeds in the Collateral Agent’s, Administrative Agent’s or Trustee’s sole discretion, as applicable, notwithstanding any entry to the contrary upon any of its books and records. 
 10.        Costs of Counsel. If at any time hereafter, whether upon the
occurrence of an Event of Default or not, the Collateral Agent employs counsel to prepare or consider amendments, waivers or consents with respect to this Pledge Agreement, or to take action or make a response in or with respect to any legal or
arbitral proceeding relating to this Pledge Agreement or relating to the Pledged Collateral, or

  

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to protect the Pledged Collateral or exercise any rights or remedies under this Pledge Agreement or with respect to the Pledged Collateral, then the Pledgors agree to promptly pay upon demand any
and all such reasonable documented costs and expenses of the Collateral Agent, all of which costs and expenses shall constitute Secured Obligations hereunder. 
 11.        Continuing Agreement. 
     (a)        This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and
effect so long as any of the Credit Facility Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) have been paid in full and the Commitments shall have been
terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Collateral Agent shall, upon the request and at the expense of the Pledgors, forthwith release all of the Liens and security interests
granted hereunder and shall deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive
termination of this Pledge Agreement. 
     (b)        This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the
Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any holder of Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as
though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any
reasonable legal fees and disbursements) incurred by the Collateral Agent or any holder of Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations; and provided
further, this Pledge Agreement shall be automatically reinstated with respect to the 1995 Senior Note Obligations to the extent, and only to the extent, it has been reinstated with respect to the Credit Facility Obligations 
 12.        Amendments; Waivers; Modifications. This Pledge Agreement and the
provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 9.1 of the Credit Agreement; and, provided further, that neither Section 9 nor
Section 11(b) hereof shall be amended in a manner adverse to the Secured Noteholders without the written consent of such holders or the Trustee. Except as provided in this Section 12, neither the Secured Noteholders nor the
Trustee shall have any rights to approve any amendment, waiver, modification, change, discharge or termination with respect to this Pledge Agreement or any other Credit Document. 
 13.        Successors in Interest. This Pledge Agreement shall create a
continuing security interest in the Pledged Collateral and shall be binding upon each Pledgor, its successors and assigns and shall inure, together with the rights and remedies of the Collateral Agent and the holders of the Secured Obligations
hereunder, to the benefit of the Collateral Agent and the holders of the Secured Obligations and their successors and permitted assigns; provided, however, that none of the Pledgors may assign its rights or delegate its duties
hereunder without the prior written consent of each Lender or the Required Lenders, as required by the Credit Agreement. To the fullest extent permitted by law, each Pledgor hereby releases the Collateral Agent and each holder of Secured
Obligations, each of their respective officers, employees and agents and each of their respective successors and assigns, from any liability for any act or omission relating to this Pledge Agreement or the Pledged Collateral, except for any
liability arising from the gross negligence, bad faith or willful misconduct of the Collateral Agent or such holder

  

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of Secured Obligations or their respective officers, employees and agents, in each case as determined by a court of competent jurisdiction. 
 14.        Notices. All notices required or permitted to be given under this
Pledge Agreement shall be in conformance with Section 9.2 of the Credit Agreement. 
 15.        Counterparts. This Pledge Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall
constitute one and the same instrument. It shall not be necessary in making proof of this Pledge Agreement to produce or account for more than one such counterpart. Delivery of executed counterparts of the Pledge Agreement by telecopy or other
electronic means shall be effective as an original and shall constitute a representation that an original shall be delivered upon the request of the Collateral Agent. 
 16.        Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way
affect the meaning, construction or interpretation of any provision of this Pledge Agreement. 
     17.        Governing Law; Submission to Jurisdiction and Service of Process; Waiver of Jury Trial; Venue. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The terms of Sections 9.14 and 9.17 of the Credit Agreement are incorporated herein by reference, mutatis
mutandis, and the parties hereto agree to such terms. 
 18.        Severability. If any provision of this Pledge Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions
shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 
 19.        Entirety. This Pledge Agreement, the other Credit Documents and the other documents relating to the Secured Obligations represent the entire
agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to this Pledge Agreement, the other Credit Documents, any other
document relating to the Secured Obligations or the transactions contemplated herein and therein. 
 20.        Survival. All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement, the other Credit Documents and the other
documents relating to the Secured Obligations, the delivery of the Notes and the making of the Loans and the issuance of the Letters of Credit under the Credit Agreement. 
 21.        Limitation on Collateral Agent’s Responsibilities with respect to the Secured Noteholders. 
     (a)        The obligations of the Collateral
Agent to the Secured Noteholders and the Trustee hereunder shall be limited solely to (i) holding Pledged Collateral for the ratable benefit of the Secured Noteholders and the Trustee for so long as (A) any 1995 Senior Note Obligations
remain outstanding and (B) any Credit Facility Obligations are secured by such Collateral, (ii) subject to the instructions of the Required Lenders, enforcing the rights of the Secured Noteholders and the Trustee in their capacities
as the holders of the Secured Obligations in respect of Collateral and (iii) distributing any proceeds received by the Collateral Agent from the sale, collection or realization of the Pledged Collateral to the Secured Noteholders and the

  

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Trustee in respect of the 1995 Senior Note Obligations in accordance with the terms of this Pledge Agreement. Neither the Secured Noteholders nor the Trustee shall be entitled to exercise (or to
direct the Collateral Agent to exercise) any rights or remedies hereunder with respect to the Secured Obligations, including without limitation the right to receive any payments, enforce any Liens, request any action, institute proceedings, give any
instructions, make any election, make collections, sell or otherwise foreclose on any portion of the Pledged Collateral or execute any amendment (except as provided in Section 12 hereof), supplement, or acknowledgment hereof. This Pledge
Agreement shall not create any liability of the Collateral Agent or the holders of the Credit Facility Obligations to the Secured Noteholders or to the Trustee by reason of actions taken with respect to the creation, perfection or continuation of
Liens on the Pledged Collateral, actions with respect to the occurrence of an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Pledged Collateral or actions
with respect to the collection of any claim for all or any part of the Secured Obligations from any guarantor or any other party or the valuation, use or protection of the Pledged Collateral 
     (b)        The Collateral Agent shall not
have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Pledged Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Pledge Agreement, except as expressly
provided by the terms and conditions of this Pledge Agreement. The Collateral Agent may take, but shall have no obligation to take, any and all such actions under this Pledge Agreement or otherwise as it shall deem to be in the best interests of the
holders of the Secured Obligations in order to maintain the Pledged Collateral and protect and preserve the Pledged Collateral and the rights of the holders of the Secured Obligations. 
     (c)        The Collateral Agent shall not be
responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein. The Collateral Agent makes no representation as to the value or condition of the Pledged Collateral or any part
thereof, as to the title of any Pledgor to the Pledged Collateral, as to the security afforded by this Pledge Agreement or, as to the validity, execution, enforceability, legality or sufficiency of this Pledge Agreement, and the Collateral Agent
shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be required to ascertain or inquire as to the performance by any Pledgor or any of its Subsidiaries of their respective Secured Obligations.

     (d)        The Collateral
Agent shall not be responsible for insuring the Pledged Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Pledged Collateral. The Collateral Agent shall have no duty to
any Pledgor or any of its Subsidiaries or to the holders of the Secured Obligations as to any Pledged Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as
to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Pledged Collateral as may be in its possession substantially the same care as it accords its own assets and the duty to
account for monies received by it. 
     (e)        The Collateral Agent may execute any of the powers granted under this Pledge Agreement and perform any duty hereunder either directly or by or through agents or
attorneys-in-fact, and shall not be responsible for the gross negligence, bad faith or willful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence, bad faith or willful misconduct.

  

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     (f)        The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and
until the Collateral Agent shall have received a notice of an Event of Default or a notice from the Pledgor or the holders of the Credit Facility Obligations to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of
Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected
in so relying, on any notice so furnished to it. 
     (g)        Notwithstanding anything to the contrary herein, nothing in this Pledge Agreement shall or shall be construed to (i) result in the Liens granted hereunder for
the benefit of the Secured Noteholders not securing the 1995 Senior Note Obligations less than equally and ratably with the Credit Facility Obligations pursuant to Section 1005 of the 1995 Senior Indenture to the extent required therein
and (ii) modify or affect the rights of the Trustee or the Secured Noteholders to receive the pro rata share specified in Section 9 hereof of any payments in respect of the Secured Obligations from the proceeds of the Pledged
Collateral upon the exercise of remedies by the Collateral Agent with respect thereto. 
 22.        Rights of Required Lenders. All rights of the Collateral Agent hereunder, if not exercised by the Collateral Agent, may be exercised by the Required Lenders. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 16 








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

							
	 COMPANY:
	 	 ROCK-TENN COMPANY,
     a Georgia corporation
	 	
			
		 	 By:                                       
                     
	 	
		 	 Name:
	 	
		 	 Title:
	 	
				
	 U.S. GUARANTORS:
	 		 	 ALLIANCE ASIA, LLC
	 	
		 		 	 FOLD-PAK, LLC (f/k/a GSD PACKAGING, 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:                                       
                 
	 	
		 		 	 Name:
	 	
		 		 	 Title:
	 	








 Accepted and agreed to as of the date first above written. 
  

					
		 	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Collateral Agent
	 	
	 	 
			
		 	 By:                                       
                             
	 	
		 	 Name:
	 	
		 	 Title:
	 	








 SCHEDULE 2(a) 
 PLEDGED CAPITAL STOCK 
 Pledgor: Rock-Tenn Company 

 

									
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate Number
(if applicable)	 	Percentage Ownership

	 Rock-Tenn Packaging Company
	  	100	  	1	 	100%
	 Rock-Tenn Company of Texas
	  	100	  	1	 	100%
	 Rock-Tenn Converting Company
	  	1,127,709	  	11	 	100%
	 Rock-Tenn Canada Holdings, Inc.
	  	100	  	1	 	33.33%
	 Rock-Tenn Canada Holdings, Inc.
	  	100	  	2	 	33.33%
	 Rock-Tenn Canada Holdings, Inc.
	  	100	  	3	 	33.33%
	 Waldorf Corporation
	  	796.24	  	1	 	100%
	 Southern Container Corp.
	  	100	  	A-1	 	100%
	 Rock-Tenn Display Company
	  	10	  	1	 	100%
	 Rock-Tenn Company of Illinois, Inc.
	  	329,500	  	1	 	100%
	 Rock-Tenn Canada Holdings II, Inc.
	  	100	  	1	 	100%

 Pledgor: Rock-Tenn Converting Company 
  

											
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate Number
(if applicable)	 	Percentage
 Ownership

	 Rock-Tenn Leasing Company, LLC
	  	—  	  	Uncertificated	 	100%
	 Rock-Tenn Company, Mill Division, LLC
	  	—  	  	Uncertificated	 	100%
	 PCPC, Inc.
	  	100	  	2	 	100%
	 Rock-Tenn Services, Inc.
	  	10	  	1	 	100%
	 Rock-Tenn Mill Company, LLC
	  	—  	  	Uncertificated	 	100%
	 Rock-Tenn Packaging and Paperboard, LLC
	  	—  	  	Uncertificated	 	100%
	 Fold-Pak, LLC
	  	—  	  	Uncertificated	 	100%
	 Rock-Tenn Partition Company
	  	88.49	  	3	 	88.49%

 Pledgor: Rock-Tenn Company of Texas 
  

											
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate Number
(if applicable)	 	Percentage Ownership
	 Rock-Tenn Partition Company
	  	11.51	  	4	 	11.51%

 Pledgor: Rock-Tenn Packaging Company 
  

									
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate Number
(if applicable)	 	Percentage Ownership
	 Alliance Asia, LLC
	  	—  	  	Uncertificated	 	100%








 Pledgor: PCPC, Inc. 
  


							
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate Number
(if applicable)	 	Percentage Ownership
	 Rock-Tenn Real Estate, LLC
	  	—  	  	Uncertificated	 	40%
	 Rock-Tenn Shared Services, LLC
	  	—  	  	Uncertificated	 	100%

 Pledgor: Waldorf Corporation 
  

							
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate Number
(if applicable)	 	Percentage Ownership
	 Waldorf Realty
	  	500	  	8	 	50%
	 Waldorf Realty
	  	500	  	10	 	50%

 Pledgor: Rock-Tenn Canada Holdings, Inc. 
  

							
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate
 Number (if
applicable)
	 	Percentage Ownership
	 Rock Tenn Company of Canada III
	  	66	  	4	 	66%

 Pledgor: Southern Container Corp. 
  

							
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate
 Number (if
applicable)
	 	Percentage Ownership
	 PREflex LLC
	  	490	  	3	 	49%
	 PREflex LLC
	  	510	  	4	 	51%
	 Schiffenhaus Industries, Inc.
	  	129,500	  	129	 	100%
	 Southern Container Holding Corp.
	  	10	  	1	 	100%
	 Southern Container Management Corp.
	  	10	  	1	 	100%
	 TenCorr Containerboard Inc.
	  	1000	  	2	 	100%

 Pledgor: Southern Container Holding Corp. 
  

							
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate
 Number
(if
applicable)
	 	Percentage Ownership
	 Solvay Paperboard, LLC
	  	—  	  	Uncertificated	 	84.94%








 Pledgor: Schiffenhaus Industries, Inc. 
  

							
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate
 Number
(if
applicable)
	 	Percentage Ownership
	 Schiffenhaus Packaging Corp.
	  	1000	  	Replacement 2	 	100%
	 Schiffenhaus Services, Inc.
	  	100	  	Replacement 1	 	100%

 Pledgor: Schiffenhaus Packaging Corp. 
  

							
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate
 Number
(if
applicable)
	 	Percentage Ownership
	 Solvay Paperboard, LLC
	  	—  	  	Uncertificated	 	7.56%

 Pledgor: TenCorr Containerboard, Inc. 
  

							
	 Name of Subsidiary
	  	Number of
Shares/Units	  	Certificate
 Number
(if
applicable)
	 	Percentage Ownership
	 Solvay Paperboard, LLC
	  	—  	  	Uncertificated	 	7.50%








 SCHEDULE 2(d) 
 PLEDGED DEBT 
  

	1.	 $35,000,000 Industrial Development Revenue Bond (Southern Container Project), Series 2003, pledged by Southern Container Corp.



  

	2.	 $43,340,000 Industrial Development Revenue Bond (Gulf States Paper Project), pledged by Rock-Tenn Mill Company, LLC. 



 

	3.	 $23,916,000 Industrial Development Revenue Bond (Gulf States Paper Second Project), pledged by Rock-Tenn Mill Company, LLC.



  

	4.	 $104,991,347 Industrial Development Revenue Bond (Gulf States Paper Corporation Third Project), Series 1991, pledged by Rock-Tenn Mill Company, LLC.



  

	5.	 $77,953,631 Industrial Development Revenue Bond (Gulf States Paper Corporation Third Project), Series 1993, pledged by Rock-Tenn Mill Company, LLC.



  

	6.	 $29,525,793 Industrial Development Revenue Bond (Gulf States Paper Corporation Third Project), Series 1995, pledged by Rock-Tenn Mill Company, LLC.



  

	7.	 Revolving Credit Note made by Waldorf Corporation in favor of Rock-Tenn Converting Company dated January 21, 1997.



  

	8.	 Revolving Credit Note made by Rock-Tenn Converting Company in favor of Rock-Tenn Company dated August 15, 2001. 



 

	9.	 Swing Line Note made by Rock-Tenn Company in favor of Fold-Pak, LLC dated January 1, 2008. 


  

	10.	 Form of Swing Line Note made by RTS Packaging, LLC in favor of Rock-Tenn Converting Company dated July 9, 2000. 



 

	11.	 Promissory Note made by Southern Container Corp. to TenCorr Containerboard Inc. in original principal amount of $654,491 dated January 2, 2008.










 EXHIBIT A 
 Irrevocable Stock Power 
 FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers to
                                     [the following shares of
capital stock of] [all of the membership interests in]
[                                    ], a
[                    ] [corporation] [limited liability company]: 
 [No. of Shares
                                        
Certificate No.] 
 and irrevocably appoints
                                        
its agent and attorney-in-fact to transfer all or any part of such capital stock or equity interest and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more
persons to act for him. 
  

	
	 [                        ],

	 a
[                                ]

	
	 By:                                       
                   

	 Name:                                      
                

	 Title:                                      
                  










 U.S. SECURITY AGREEMENT (SHARED COLLATERAL) 
 THIS U.S. SECURITY AGREEMENT (SHARED COLLATERAL) (this “Security Agreement”), is entered into as of
March 5, 2008, among ROCK-TENN COMPANY, a Georgia corporation (the “Company”), each of the Domestic Subsidiaries of the Company from time to time party hereto (individually a “U.S Guarantor” and
collectively the “U.S. Guarantors”; the U.S. Guarantors, together with the Company, individually an “Obligor” and collectively the “Obligors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a
national banking association, in it capacity as collateral agent (in such capacity, the “Collateral Agent”) for the holders of the Secured Obligations (defined below). 
 RECITALS 
 WHEREAS, the
Company, Rock-Tenn Company of Canada (the “Canadian Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders and as collateral agent for the Lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”)
are entering into contemporaneously herewith that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, modified, extended, renewed, restated or replaced from time to time, the “Credit Agreement”),
pursuant to which the Lenders have agreed to make Loans and to issue and/or acquire participation interests in Letters of Credit upon the terms and subject to the conditions set forth therein; 
 WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders
to make their respective Loans and to issue and/or acquire participation interests in Letters of Credit under the Credit Agreement that the Obligors shall have executed and delivered this Security Agreement; 
 WHEREAS, the Obligors constitute one integrated financial enterprise, and the Extensions of Credit to any Obligor
shall benefit directly and indirectly each Obligor; and 
 WHEREAS, in connection with the granting of
liens in the Restricted Assets (defined below) to secure the Credit Facility Obligations (defined below), the Obligors are required by Section 1005 of the 1995 Senior Note Indenture to grant equal and ratable Liens in the Restricted Assets to
secure the 1995 Senior Note Obligations (defined below) equally and ratably with the Credit Facility Obligations. 
 NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
 1.        Definitions. 
   (a)        Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms which are defined in the Uniform Commercial Code from time to time in effect in the State of New York (except as such terms may be used
in connection with the perfection of Collateral, in which case the applicable jurisdiction with respect to such affected Collateral shall apply) (the “UCC”) are used herein as so defined: Accession, As-Extracted Collateral, Consumer
Goods, Document,








 
Equipment, Farm Products, Fixtures, Manufactured Home and Proceeds. For purposes of this Security Agreement, the term “Lender” shall include any Hedging Agreement Provider. 

  (b)        In addition, the following terms shall have
the following meaning: 
   “1995 Senior Note Indenture” means the
Indenture dated as of July 31, 1995 between the Company and SunTrust Bank, N.A. (as successor trustee to Trust Company Bank), as Trustee. 
   “1995 Senior Note Obligations” means a collective reference to (a) all indebtedness, obligations and liabilities of the Company under the 1995
Senior Note Indenture and the senior notes issued by the Company thereunder, now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, howsoever evidenced, held or acquired, and (b) all costs and
expenses incurred in connection with enforcement and collection of the obligations described in the foregoing clause (a), including fees, charges and disbursements of counsel. 
   “Collateral” has the meaning provided in Section 2 hereof.

   “Credit Facility Obligations” means a collective reference to
(a) all of the Credit Party Obligations (including obligations under Secured Hedging Agreements), howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several and (b) all expenses
and charges, legal and otherwise, incurred by the Secured Parties in collecting or enforcing any of the Credit Party Obligations or in realizing on or protecting any security therefor as permitted pursuant to the Credit Agreement, including without
limitation the security granted hereunder. 
   “Designated Plant
Property” means a collective reference to the real Property (including improvements) located in the following cities, and in each case all Equipment and Fixtures located on such real Property: Aurora, Illinois; Baltimore, Maryland; Battle
Creek, Michigan; Chattanooga, Tennessee; Clinton, Iowa; Columbus, Indiana; Conway, Arkansas; Dallas, Texas; Dayton, New Jersey; Demopolis, Alabama; Devens, Massachusetts; Eaton, Indiana; Greenville, Texas; Harrison, Arkansas; Knoxville, Tennessee;
Lancaster, Pennsylvania; Lebanon, Tennessee; Milwaukee, Wisconsin; Missisquoi, Vermont; Mooresville, North Carolina; Murfeesboro, Tennessee; Nicholasville, Kentucky; Norcross, Georgia; Sequatchie Valley, Tennessee; St. Paul, Minnesota; Stroudsberg,
Pennsylvania; Syracuse, New York; Waxahachie, Texas; and Winston-Salem, North Carolina. 
   “Principal Property” shall have the meaning ascribed to such term in the 1995 Senior Note Indenture. 
   “Restricted Assets” means a collective reference to (a) the Restricted Plant Assets and (b) all other real property (including improvements) of the Company or any
“Subsidiary” of the Company (as the term “Subsidiary” is defined in the 1995 Senior Note Indenture), and all Equipment and Fixtures located thereon, in each case not included in the foregoing but that is deemed to have been
Principal Property as of the Closing Date or, in the case of any such Property acquired after the Closing Date, as of the date such Property was acquired by the Company or any of its Subsidiaries. 
   “Restricted Plant Assets” means the Designated Plant Property, if any, which
constitutes Principal Property of the Company or any “Subsidiary” of the Company (as the term “Subsidiary” is defined in the 1995 Senior Note Indenture). 
  

 2 








   “Secured Obligations” means a
collective reference to (a) the Credit Facility Obligations and (b) the 1995 Senior Note Obligations. 
   “Secured Noteholders” means the holders of the Company’s 2011 Senior Notes and 2013 Senior Notes. 
   “Trustee” has the meaning assigned to such term in the 1995 Senior Note
Indenture. 
 2.        Grant of Security Interest in the
Collateral. 
   (a)        Grant of
Security Interest. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Collateral Agent, for the
ratable benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following Property of such Obligor, whether now owned
or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (i) the Restricted Assets and (ii) all Accessions and Proceeds of any and all of the foregoing; provided that to the extent that
the foregoing security interest in the Collateral granted hereunder secures all or any part of the 1995 Senior Note Obligations, such security interest shall secure the 1995 Senior Note Obligations only for so long as any senior notes are
outstanding under the 1995 Senior Note Indenture. 
   (b)        Continuing Security Interest. The Obligors and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security
interest created hereby in the Collateral constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising; provided, however, that if at any time after the date hereof there
shall cease to be any senior notes outstanding under the 1995 Senior Note Indenture, then the security interest created hereunder, to the extent (and only to the extent) such security interest granted to the Collateral Agent inures to the ratable
benefit of the holders of the 1995 Senior Note Obligations, shall be automatically terminated and released with no further action required hereunder. Notwithstanding such termination of such security interest with respect to the 1995 Senior Note
Obligations, the security interest granted hereunder to the Collateral Agent that inures to the ratable benefit of the holders of the Credit Facility Obligations shall continue in effect until otherwise terminated in accordance with the provisions
of Section 12 of this Security Agreement. 
   (c)        Certain Limitations. Notwithstanding anything herein the contrary, in no event shall the Collateral include, and no Obligor shall be deemed to have granted a security
interest hereunder in any Property subject to a Lien of the type described in Section 6.2(h) of the Credit Agreement pursuant to documents that prohibit such Obligor from granting any other Liens on such Property; provided, that
immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Obligor shall be deemed to have granted a security interest in, all such Property as if such provision had never been in effect.

 3.        Representations and Warranties. Each Obligor hereby
represents and warrants to the Collateral Agent, for the benefit of the holders of the Secured Obligations, that: 
   (a)        Ownership. Each Obligor is the legal and beneficial owner or lessee of its Collateral and has the right to pledge, sell, assign or
transfer the same. 
  

 3 








   (b)        Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Collateral Agent, for the benefit of the holders of the Secured
Obligations, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (other than Fixtures), to the extent such security interest can be
perfected by filing under the UCC, and a valid and perfected security interest in Fixtures, in each case free and clear of all Liens except for Permitted Liens. 
   (c)        Consents. Except for (i) the filing or recording of UCC financing statements and (ii) consents,
authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without
limitation, any stockholder, member or creditor of such Obligor), is required (A) for the grant by such Obligor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Security Agreement
by such Obligor or (B) for the perfection of such security interest or the exercise by the Collateral Agent of the rights and remedies provided for in this Security Agreement. 
   (d)        Types of Collateral. None of the
Collateral consists of, or is the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes or standing timber (as such term is used in the UCC). 
   (e)        Equipment. With respect to each
Obligor’s Equipment constituting Collateral hereunder: (i) such Obligor has good and marketable title thereto; (ii) all such Equipment is in normal operating condition and repair, ordinary wear and tear alone excepted (subject to
casualty events), and is suitable for the uses to which it is customarily put in the conduct of such Obligor’s business; and (iii) no such Equipment used in the conduct of such Obligor’s business is leased, except for non-material
items (including automobiles) and Equipment subject to Capital Leases, in each case permitted under the Credit Agreement. 
 4.        Covenants. Each Obligor covenants that until such time as the Credit Facility Obligations have been paid in full (other than in respect of
contingent indemnification obligations that survive termination of the Credit Documents pursuant to the terms thereof) and the Commitments have expired or been terminated, such Obligor shall: 
   (a)        Perfection of Security Interest by Filing,
Etc. Execute and deliver to the Collateral Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations, amendments and restatements of existing documents and any documents as may be necessary if
the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any portion thereof, in each case as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem
necessary or appropriate (i) to assure to the Collateral Agent its security interests hereunder are perfected, including such financing statements (including continuation statements) or amendments thereof or supplements thereto or other
instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate
state(s) or province(s), (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. Each Obligor hereby authorizes the Collateral Agent to
prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time deem necessary or appropriate in order to perfect and
maintain the security interests granted hereunder in accordance with the UCC, including,

  

 4 








 
without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some
other manner as the Collateral Agent deems necessary or advisable. Each Obligor agrees to mark its books and records to reflect the security interest of the Collateral Agent in the Collateral. 
   (b)        Perfection of Security Interest by
Possession. If any Collateral shall be stored or shipped subject to a Document, promptly notify the Collateral Agent of the existence of such Collateral and, if requested by the Collateral Agent, deliver such Document to the Collateral Agent,
duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Security Agreement. 
   (c)        Other Liens. To the extent commercially reasonable, defend its interests in the Collateral against the claims and demands of all other
parties claiming an interest therein, keep the Collateral free from all Liens, except for Permitted Liens. Neither the Collateral Agent nor any holder of Secured Obligations authorizes any Obligor to, and no Obligor shall, sell, exchange, transfer,
assign, lease or otherwise dispose of the Collateral or any interest therein, except as permitted under the Credit Agreement. 
   (d)        Preservation of Collateral. Keep the Collateral in good order, condition and repair in all material respects, ordinary wear and tear
and casualty excepted; not use the Collateral in violation of the provisions of this Security Agreement or any other agreement relating to the Collateral or any policy insuring the Collateral or any applicable Requirement of Law; and not, without
the prior written consent of the Collateral Agent, alter or remove any identifying symbol or number on its Equipment constituting Collateral hereunder. 
   (e)        Changes in Structure or Location. Not, without providing 30 days (or such shorter time period as the Collateral
Agent may agree) prior written notice to the Collateral Agent and without filing (or confirming that the Collateral Agent has filed) such financing statements and amendments to any previously filed financing statements as the Collateral Agent may
require, (i) alter its legal existence or, in one transaction or a series of transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets, (ii) change its state of incorporation or
organization, or (iii) change its registered legal name. 
   (f)        Inspection. Allow the Collateral Agent or its representatives to visit and inspect the Collateral as set forth in Section 5.5 of the Credit Agreement.

   (g)        Status of Collateral as
Personal Property. At all times maintain the Collateral as personal Property and not (i) affix any of the Collateral to any real Property in a manner which would change its nature from personal Property to real Property or a Fixture or
(ii) permit such Collateral to become an Accession to other personal Property, unless the Collateral Agent has a valid, perfected and first priority security interest for the benefit of the holders of the Secured Obligations in such real or
personal Property. 
   (h)        Regulatory Approvals. Promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration
statements, and all other documents and papers the Collateral Agent may reasonably request and as may be required by law in connection with the obtaining of any Governmental Approval or the consent, approval, registration, qualification or
authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be
continuing, each Obligor shall take any action which the Collateral Agent may reasonably request in order to transfer

  

 5 








 
and assign to the Collateral Agent, or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To
enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver
shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby
agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the
continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without
limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any
Governmental Approval) of such Obligor. Because each Obligor agrees that the Collateral Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be
adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of
such covenants. 
   (i)        Insurance. Insure, repair and replace the Collateral of such Obligor as set forth in the Credit Agreement. All proceeds derived from insurance on the Collateral shall be
subject to the security interest of the Collateral Agent hereunder. 
 5.        Power of Attorney for Perfection of Liens. Each Obligor hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other person whom the Collateral
Agent may designate, as such Obligor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Obligor any notices or any similar documents which in the Collateral Agent’s reasonable discretion would be
necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Credit Facility
Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the
Commitments shall have been terminated. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor
agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Collateral
Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Obligor pursuant
to the power of attorney granted hereinabove). 
 6.        Performance of Obligations; Advances by Collateral Agent. On failure of any Obligor to perform any of the covenants and agreements contained herein and following the Collateral
Agent’s request to so perform, the Collateral Agent may, at its sole option and in its sole discretion, perform or cause to be performed the same and in so doing may expend such sums as the Collateral Agent may reasonably deem advisable in the
performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other
expenditures which the Collateral Agent may make for the protection of the security interest hereof or may be compelled to make by

  

 6 








 
operation of law. All such sums and amounts so expended shall be repayable by the Obligors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute
additional Secured Obligations and shall bear interest from the date said amounts are expended at the default rate set forth in Section 2.7 of the Credit Agreement. No such performance of any covenant or agreement by the Collateral Agent
on behalf of any Obligor, and no such advance or expenditure therefor, shall relieve the Obligors of any default under the terms of this Security Agreement, the other Credit Documents or any Secured Hedging Agreement. The Collateral Agent may make
any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the
validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by an Obligor in appropriate proceedings and against which adequate reserves are being maintained in
accordance with GAAP. 
 7.        Events of Default. 

The occurrence of an event which under the Credit Agreement would constitute an Event of Default shall be an event of
default hereunder (an “Event of Default”). 
 8.        Remedies. 
   (a)        General Remedies. Upon the occurrence of an Event of Default and during continuation thereof, the Collateral Agent shall have, in addition to the rights and remedies
provided herein, in the Credit Documents, in any Secured Hedging Agreement or by law (including, but not limited to, levy of attachment, garnishment and the rights and remedies set forth in the Uniform Commercial Code of the jurisdiction applicable
to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies to the affected
Collateral), and further, the Collateral Agent may, with or without judicial process or the aid and assistance of others, subject to applicable law, (i) enter on any premises on which any of the Collateral may be located and, without resistance
or interference by the Obligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Obligors to assemble and make available to the Collateral Agent at the expense of the Obligors any
Collateral at any place and time designated by the Collateral Agent which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or
(v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held
by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Collateral Agent deems advisable, in its sole discretion (subject to any and all
mandatory legal requirements). Neither the Collateral Agent’s compliance with any applicable state or federal law in the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral, shall be considered to adversely
affect the commercial reasonableness of such sale. In addition to all other sums due the Collateral Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Obligors shall pay to the Collateral Agent and each
holder of the Secured Obligations all reasonable documented costs and expenses incurred by the Collateral Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in
obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Collateral Agent or any holder of Secured Obligations or the Obligors concerning
any matter arising out of or connected with this Security Agreement, any Collateral or the Secured

  

 7 








 
Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally
waived hereunder, each Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Company in accordance with the notice provisions of Section 9.2 of the
Credit Agreement at least 10 days before the time of sale or other event giving rise to the requirement of such notice. The Collateral Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of
the Collateral regardless of notice having been given. To the extent permitted by law, any holder of Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Obligors hereby waives all of its
rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Collateral Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the
Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by law, be made at the time and place to which the sale was postponed, or the Collateral Agent and the holders of the
Secured Obligations may further postpone such sale by announcement made at such time and place. 
   (b)        Access. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Collateral Agent shall have
the right to enter and remain upon the various premises of the Obligors without cost or charge to the Collateral Agent, and use the same, together with materials, supplies, books and records of the Obligors for the purpose of collecting and
liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Collateral Agent may remove Collateral, or any part thereof, from such premises and/or
any records with respect thereto, in order to effectively collect or liquidate such Collateral. If the Collateral Agent exercises its right to take possession of the Collateral, each Obligor shall also at its expense perform any and all other steps
reasonably requested by the Collateral Agent to preserve and protect the security interest hereby granted in the Collateral, such as placing and maintaining signs indicating the security interest of the Collateral Agent, appointing overseers for the
Collateral and maintaining inventory records. 
   (c)        Nonexclusive Nature of Remedies. Failure by the Collateral Agent or any holder of Secured Obligations to exercise any right, remedy or option under this Security
Agreement, any other Credit Document, any other document relating to the Secured Obligations, or as provided by law, or any delay by the Collateral Agent or any holder of Secured Obligations in exercising the same, shall not operate as a waiver of
any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the
Collateral Agent or holders of Secured Obligations shall only be granted as provided herein. To the extent permitted by law, neither the Collateral Agent, any holder of Secured Obligations, nor any party acting as attorney for the Collateral Agent
holders of the Secured Obligations, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence, bad faith or willful misconduct hereunder. The rights and remedies of
the Collateral Agent and the holders of the Secured Obligations under this Security Agreement shall be cumulative and not exclusive of any other right or remedy which the Collateral Agent or the holders of the Secured Obligations may have.

  

 8 








   (d)        Retention of Collateral. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Collateral
Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC (or any successor sections of the UCC) or otherwise complying with the notice requirements of applicable law of the relevant jurisdiction, accept or retain all or
any portion of the Collateral in satisfaction of the Secured Obligations. Unless and until the Collateral Agent shall have provided such notices, however, the Collateral Agent shall not be deemed to have retained any Collateral in satisfaction of
any Secured Obligations for any reason. 
   (e)        Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent or any holder of the
Secured Obligations are legally entitled, the Obligors shall be jointly and severally liable for the deficiency, together with interest thereon at (i) in the case of the Credit Facility Obligations, the default rate as set forth in
Section 2.7 of the Credit Agreement, and (ii) in the case of the 1995 Senior Note Obligations, the applicable default rate set forth in the 1995 Senior Note Indenture, in each case together with the costs of collection and the
reasonable fees of any attorneys employed by the Collateral Agent to collect such deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Obligors or to whomsoever a court of
competent jurisdiction shall determine to be entitled thereto. 
   (f)        Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real
and other personal property and securities owned by an Obligor), or by a guarantee, endorsement or property of any other Person, then the Collateral Agent shall have the right to proceed against such other property, guarantee or endorsement upon the
occurrence and during the continuation of any Event of Default, and the Collateral Agent shall have the right, in its sole discretion, to determine which rights, security, Liens, security interests or remedies the Collateral Agent shall at any time
pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or any of the Collateral Agent’s rights or the Secured Obligations under this Security Agreement, under any other of the
Credit Documents or under any other document relating to the Secured Obligations. 
 9.        Rights of the Collateral Agent. 
   (a)        Power of Attorney. In addition to other powers of attorney contained herein, each Obligor hereby designates and appoints the Collateral Agent, on behalf of the holders of
the Secured Obligations, and each of its designees or agents, as attorney-in-fact of such Obligor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation
of an Event of Default: 
   (i)        to
demand, collect, settle, compromise, adjust and give discharges and releases concerning the Collateral of such Obligor, all as the Collateral Agent may reasonably determine in respect of such Collateral; 
   (ii)       to commence and prosecute any actions at any court
for the purposes of collecting any Collateral and enforcing any other right in respect thereof; 
   (iii)      to defend, settle, adjust or compromise any action, suit or proceeding brought with respect to the Collateral and, in connection therewith, give such discharge or release as the
Collateral Agent may deem reasonably appropriate; 
  

 9 








     (iv)        following acceleration of the Loans pursuant to Section 7.2 of the Credit Agreement, to receive, open and dispose of mail addressed to an Obligor and
reasonably believed by the Collateral Agent to be related to the Collateral; 
     (v)        to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral, as fully and completely as
though the Collateral Agent were the absolute owner thereof for all purposes; 
     (vi)       to adjust and settle claims under any insurance policy relating to the Collateral; 
     (vii)      to execute and deliver and/or file all
assignments, conveyances, statements, financing statements, continuation financing statements, security agreements, affidavits, notices and other agreements, instruments and documents that the Collateral Agent may determine necessary in order to
perfect and maintain the security interests and Liens granted in this Security Agreement and in order to fully consummate all of the transactions contemplated herein; 
     (viii)     to institute any foreclosure proceedings that
the Collateral Agent may deem appropriate; and 
     (ix)       to do and perform all such other acts and things as the Collateral Agent may reasonably deem to be necessary, proper or convenient in connection with the Collateral.

 This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the
Credit Facility Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and
until all of the Commitments shall have been terminated. The Collateral Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Collateral Agent in
this Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Collateral Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual
capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence, bad faith or willful misconduct. This power of attorney is conferred on the Collateral Agent solely to perfect, protect, preserve and realize
upon its security interest in the Collateral. 
     (b)        Assignment by the Collateral Agent. Pursuant to the terms of the Credit Agreement, the Collateral Agent may from time to time assign this Security Agreement
and/or its rights hereunder with respect to the Collateral or any portion thereof to a successor Collateral Agent, and the assignee shall be entitled to all of the rights and remedies of the Collateral Agent under this Security Agreement in relation
thereto. 
     (c)        The
Collateral Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Collateral Agent hereunder, the Collateral Agent shall have no duty or liability to preserve
rights pertaining thereto, it being understood and agreed that the Obligors shall be responsible for preservation of all rights in the Collateral, and the Collateral Agent shall be relieved of all responsibility for the Collateral upon surrendering
it or tendering the surrender of it to the Obligors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its

  

 10 








 
possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, which shall be no less than the treatment employed by a
reasonable and prudent agent in the industry, it being understood that the Collateral Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a
public or private sale of Collateral pursuant to Section 11 hereof, the Collateral Agent shall have no obligation to clean-up, repair or otherwise prepare the Collateral for sale. 
 10.      Application of Proceeds. Upon acceleration of the Credit Facility Obligations
pursuant to Article VII of the Credit Agreement, any proceeds of the Collateral, when received by the Collateral Agent or any holder of Secured Obligations in Money, will be applied promptly in reduction of the Secured Obligations in the
order set forth below: 
 FIRST, to the payment of all reasonable, out-of-pocket costs and
expenses (including without limitation reasonable attorneys’ fees) of the Collateral Agent in connection with the enforcing the rights of the holders of the Secured Obligations under this Security Agreement and any protective advances made by
the Collateral Agent with respect to the Collateral under or pursuant to the terms of this Security Agreement; and 
 SECOND, pro rata to (a) the outstanding Credit Facility Obligations in the order set forth in Section 2.13(c) of the Credit Agreement and (b) the outstanding 1995 Senior Note
Obligations as provided in the 1995 Senior Note Indenture (in each case based on the proportion that the then outstanding Credit Facility Obligations or 1995 Senior Note Obligations, as the case may be, bears to the aggregate outstanding Secured
Obligations); provided, however, that if any Collateral shall not constitute a Principal Property at the time the Collateral Agent or any holder of Secured Obligations receives proceeds of the Collateral in Money, all such proceeds of
such Collateral shall be applied only to outstanding Credit Facility Obligations as provided above. 
 Each
Obligor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Collateral Agent, Administrative Agent or Trustee, as applicable, shall have the continuing and exclusive right to
apply and reapply any and all such proceeds in the Collateral Agent’s, Administrative Agent’s or Trustee’s sole discretion, as applicable, notwithstanding any entry to the contrary upon any of its books and records. 
 11.      Costs of Counsel. If at any time hereafter, whether upon the occurrence of an
Event of Default or not, the Collateral Agent employs counsel to prepare or consider amendments, waivers or consents with respect to this Security Agreement, or to take action or make a response in or with respect to any legal or arbitral proceeding
relating to this Security Agreement or relating to the Collateral, or to protect the Collateral or exercise any rights or remedies under this Security Agreement or with respect to the Collateral, then the Obligors agree to promptly pay upon demand
any and all such reasonable documented costs and expenses of the Collateral Agent, all of which costs and expenses shall constitute Secured Obligations hereunder. 
 12.       Continuing Agreement. 
     (a)        This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until the
Credit Facility Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) have been paid in full and the Commitments shall have been terminated. Upon such payment
and termination, this Security Agreement shall be automatically terminated and the Collateral Agent shall, upon the request and at the expense of the Obligors, forthwith release all

  

 11 








 
of the Liens and security interests granted hereunder and shall execute and/or deliver all UCC termination statements and/or other documents reasonably requested by the Obligors evidencing such
termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Security Agreement. 
     (b)        This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be,
if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any holder of Secured Obligations as a preference, fraudulent conveyance or otherwise
under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs
and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Collateral Agent or any holder of Secured in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured
Obligations, and provided further, this Security Agreement shall be automatically reinstated with respect to the 1995 Senior Note Obligations to the extent, and only to the extent, it has been reinstated with respect to the Credit Facility
Obligations. 
 13.      Amendments; Waivers; Modifications. This Security
Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 9.1 of the Credit Agreement; and, provided further, that neither Section 10 nor
Section 12(b) hereof shall be amended in a manner adverse to the Secured Noteholders without the written consent of such holders or the Trustee. Except as provided in this Section 13, neither the Secured Noteholders nor the
Trustee shall have any rights to approve any amendment, waiver, modification, change, discharge or termination with respect to this Security Agreement or any other Credit Document. 
 14.      Successors in Interest. This Security Agreement shall create a continuing
security interest in the Collateral and shall be binding upon each Obligor, its successors and assigns and shall inure, together with the rights and remedies of the Collateral Agent and the holders of the Secured Obligations hereunder, to the
benefit of the Collateral Agent and the holders of the Secured Obligations and their successors and permitted assigns; provided, however, that none of the Obligors may assign its rights or delegate its duties hereunder without the
prior written consent of each Lender or the Required Lenders, as required by the Credit Agreement. To the fullest extent permitted by law, each Obligor hereby releases the Collateral Agent and each holder of Secured Obligations, each of their
respective officers, employees and agents and each of their respective successors and assigns, from any liability for any act or omission relating to this Security Agreement or the Collateral, except for any liability arising from the gross
negligence, bad faith or willful misconduct of the Collateral Agent or such holder of Secured Obligations or their respective officers, employees and agents, in each case as determined by a court of competent jurisdiction. 
 15.      Notices. All notices required or permitted to be given under this Security
Agreement shall be in conformance with Section 9.2 of the Credit Agreement. 
 16.      Counterparts. This Security Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and
the same instrument. It shall not be necessary in making proof of this Security Agreement to produce or account for more than one such counterpart. Delivery of executed counterparts of this Security Agreement by telecopy or other electronic means
shall be effective as an original and shall constitute a representation that an original shall be delivered upon the request of the Collateral Agent. 
  

 12 








 17.      Headings. The headings of the
sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning, construction or interpretation of any provision of this Security Agreement. 
 18.      Governing Law; Consent to Jurisdiction and Service of Process; Waiver of Jury
Trial; Venue. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The terms of Sections 9.14 and
9.17 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 
 19.      Severability. If any provision of this Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 
 20.      Entirety. This Security Agreement, the other Credit Documents and the other documents relating to the Secured Obligations represent the
entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to this Security Agreement, the other Credit Documents,
any other document relating to the Secured Obligations or the transactions contemplated herein and therein. 
 21.      Survival. All representations and warranties of the Obligors hereunder shall survive the execution and delivery of this Security Agreement, the other Credit Documents and other documents
relating to the Secured Obligations, the delivery of the Notes and the making of the Loans and the issuance of the Letters of Credit under the Credit Agreement. 
 22.      Rights of Required Lenders. All rights of the Collateral Agent hereunder, if not exercised by the Collateral Agent, may be exercised by
the Required Lenders. 
 23.      Limitation on Collateral Agent’s
Responsibilities with respect to the Secured Noteholders. 
     (a)        The obligations of the Collateral Agent to the Secured Noteholders and the Trustee hereunder shall be limited solely to (i) holding Collateral for the ratable
benefit of the Secured Noteholders and the Trustee for so long as (A) any 1995 Senior Note Obligations remain outstanding and (B) any Credit Facility Obligations are secured by such Collateral, (ii) subject to the instructions
of the Required Lenders, enforcing the rights of the Secured Noteholders and the Trustee in their capacities as the holders of the Secured Obligations in respect of Collateral and (iii) distributing any proceeds received by the Collateral Agent
from the sale, collection or realization of the Collateral to the Secured Noteholders and the Trustee in respect of the 1995 Senior Note Obligations in accordance with the terms of this Security Agreement. Neither the Secured Noteholders nor the
Trustee shall be entitled to exercise (or to direct the Collateral Agent to exercise) any rights or remedies hereunder with respect to the Secured Obligations, including without limitation the right to receive any payments, enforce any Liens,
request any action, institute proceedings, give any instructions, make any election, make collections, sell or otherwise foreclose on any portion of the Collateral or execute any amendment (except as provided in Section 13 hereof), supplement,
or acknowledgment hereof. This Security Agreement shall not create any liability of the Collateral Agent or the holders of the Credit Facility Obligations to the Secured Noteholders or to the Trustee by reason of actions taken with respect to the
creation, perfection or continuation of Liens on the Collateral, actions with respect to the occurrence of an

  

 13 








 
Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Collateral or actions with respect to the collection of
any claim for all or any part of the Secured Obligations from any guarantor or any other party or the valuation, use or protection of the Collateral 
     (b)        The Collateral Agent shall not have any duty or obligation to manage, control, use, sell, dispose of or
otherwise deal with the Collateral, or, to otherwise take or refrain from taking any action under, or in connection with, this Security Agreement, except as expressly provided by the terms and conditions of this Security Agreement. The Collateral
Agent may take, but shall have no obligation to take, any and all such actions under this Security Agreement or otherwise as it shall deem to be in the best interests of the holders of the Secured Obligations in order to maintain the Collateral and
protect and preserve the Collateral and the rights of the holders of the Secured Obligations. 
     (c)        The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained
herein. The Collateral Agent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of any Obligor to the Collateral, as to the security afforded by this Security Agreement or, as to the validity,
execution, enforceability, legality or sufficiency of this Security Agreement, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be required to ascertain or inquire as
to the performance by any Obligor or any of its Subsidiaries of their respective Secured Obligations. 
     (d)        The Collateral Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise
as to the maintenance of the Collateral. The Collateral Agent shall have no duty to any Obligor or any of its Subsidiaries or to the holders of the Secured Obligations as to any Collateral in its possession or control or in the possession or control
of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession
substantially the same care as it accords its own assets and the duty to account for monies received by it. 
     (e)        The Collateral Agent may execute any of the powers granted under this Security Agreement and perform any duty hereunder either
directly or by or through agents or attorneys-in-fact, and shall not be responsible for the gross negligence, bad faith or willful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence, bad
faith or willful misconduct. 
     (f)        The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and
until the Collateral Agent shall have received a notice of an Event of Default or a notice from the Obligor or the holders of the Credit Facility Obligations to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of
Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected
in so relying, on any notice so furnished to it. 
     (g)        Notwithstanding anything to the contrary herein, nothing in this Security Agreement shall or shall be construed to (i) result in the Liens granted hereunder for
the benefit of the Secured Noteholders not securing the 1995 Senior Note Obligations less than equally and

  

 14 








 
ratably with the Credit Facility Obligations pursuant to Section 1005 of the 1995 Senior Indenture to the extent required therein and (ii) modify or affect the rights of the
Trustee or the Secured Noteholders to receive the pro rata share specified in Section 10 hereof of any payments in respect of the Secured Obligations from the proceeds of the Collateral upon the exercise of remedies by the Collateral
Agent with respect thereto. 
  

 15 








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

							
	 COMPANY:
	 	 ROCK-TENN COMPANY,
	 	
		 	     a Georgia corporation
	 	
				
		 	 By:
	 	  
	 	
		 	 Name:
	 	
		 	 Title:
	 	

  

							
	 U.S. GUARANTORS:
	 	 ALLIANCE ASIA, LLC
	 	
		 	 FOLD-PAK, LLC (f/k/a GSD PACKAGING, 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:
	 	  
	 	
		 	 Name:
	 	
		 	 Title:
	 	








 Accepted and agreed to as of the date first above written. 
  

			
	 WACHOVIA BANK, NATIONAL ASSOCIATION,

	 as Collateral Agent

		
	 By:
	 	  

	 Name:

	 Title:



  

 1 








 U.S. SECURITY AGREEMENT (NON-SHARED COLLATERAL) 
 THIS U.S. SECURITY AGREEMENT (NON-SHARED COLLATERAL) (this “Security Agreement”), is entered into as
of March 5, 2008, among ROCK-TENN COMPANY, a Georgia corporation (the “Company”), each of the Domestic Subsidiaries of the Company from time to time party hereto (individually a “U.S. Guarantor” and
collectively the “U.S. Guarantors”; the U.S. Guarantors, together with the Company, individually an “Obligor” and collectively the “Obligors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a
national banking association, in it capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (defined below). 
 RECITALS 
 WHEREAS, the Company, Rock-Tenn Company
of Canada (the “Canadian Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders and as collateral agent for the Lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”) are entering into
contemporaneously herewith that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, modified, extended, renewed, restated or replaced from time to time, the “Credit Agreement”), pursuant to which
the Lenders have agreed to make Loans and to issue and/or acquire participation interests in Letters of Credit upon the terms and subject to the conditions set forth therein; 
 WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders to make their respective Loans and to issue and/or acquire
participation interests in Letters of Credit under the Credit Agreement that the Obligors shall have executed and delivered this Security Agreement; and 
 WHEREAS, the Obligors constitute one integrated financial enterprise, and the Extensions of Credit to any Obligor shall benefit directly and indirectly each Obligor. 
 NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
 1.          Definitions. 
     (a)        Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms which
are defined in the Uniform Commercial Code from time to time in effect in the State of New York (except as such terms may be used in connection with the perfection of Collateral, in which case the applicable jurisdiction with respect to such
affected Collateral shall apply) (the “UCC”) are used herein as so defined: Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit Account, Document, Electronic Chattel Paper,
Equipment, Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Rights, Manufactured Home, Money, Proceeds, Securities Account, Securities Entitlement, Securities Intermediary, Security,
Software, Supporting








 
Obligation and Tangible Chattel Paper. For purposes of this Security Agreement, the term “Lender” shall include any Hedging Agreement Provider. 
     (b)        In addition, the following terms
shall have the following meaning: 
     “1995 Senior Note
Indenture” means the Indenture dated as of July 31, 1995 between the Company and SunTrust Bank, N.A. (as successor trustee to Trust Company Bank), as Trustee. 
     “Copyright Licenses” means any agreement, whether written or oral,
providing for the grant by or to a Person of any right under any Copyright, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement. 
     “Copyrights” means all copyrights in all works, now existing or
hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Copyright Office or in any similar office or agency of the United States, any state thereof or any
other country or any political subdivision thereof, or otherwise, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement and all renewals thereof. 
     “Collateral” has the meaning provided in Section 2
hereof. 
     “Debt” means any indebtedness for money
borrowed. 
     “Intellectual Property” means,
collectively, the Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights, and Copyright Licenses. 
     “Patent Licenses” means all agreements, whether written or oral, providing for the grant by or to a Person of any right to manufacture, use or sell any invention
covered by a Patent, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement. 
     “Patents” means all letters patent of the United States or any other country, now existing or hereafter arising, and all improvement patents, reissues,
reexaminations, patents of additions, renewals and extensions thereof, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement, and (ii) all applications for letters patent of the United States or
any other country, now existing or hereafter arising, and all provisionals, divisions, continuations and continuations-in-part and substitutes thereof, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit
Agreement. 
     “Restricted Assets” shall have the meaning
given to such term in the U.S. Security Agreement (Shared Collateral). 
     “Secured Obligations” means a collective reference to (a) all of the Credit Party Obligations (including obligations under Secured Hedging Agreements), howsoever evidenced, created, incurred or
acquired, whether primary, secondary, direct, contingent, or joint and several and (b) all expenses and charges, legal and otherwise, incurred by the Secured Parties in collecting or enforcing any of the Credit Party Obligations or in realizing
on or protecting any security therefor as permitted pursuant to the Credit Agreement, including without limitation the security granted hereunder. 
     “Trademark Licenses” means any agreement, whether written or oral, providing for the grant by or to a Person of any right to use any
Trademark, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement. 
  

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     “Trademarks” means
(i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, service marks, elements of package or trade dress of goods or services, logos and other source or business identifiers, together with
the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement, and (ii) all renewals
thereof including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement. 
 2.          Grant of Security Interest in the Collateral. 
     (a)        Grant of Security Interest. To secure the prompt payment and performance in full when due, whether by lapse of time,
acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing security interest in, and a right to set off against, any
and all right, title and interest of such Obligor in and to the following Property of such Obligor, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (i) all Chattel Paper;
(ii) those certain Commercial Tort Claims set forth on Schedule 2(a) hereto (as such schedule may be updated from time to time by the Obligors); (iii) all Copyrights; (iv) all Copyright Licenses; (v) all Deposit
Accounts; (vi) all Documents; (vii) all Equipment; (viii) all Fixtures; (ix) all General Intangibles; (x) all Instruments; (xi) all Inventory; (xii) all Investment Property; (xiii) all Letter-of-Credit Rights;
(xiv) all Money; (xv) all Patents; (xvi) all Patent Licenses; (xvii) all Software; (xviii) all Supporting Obligations; (xix) all Trademarks; (xx) all Trademark Licenses; (xxi) except as noted in
Section 1(d) below, all other personal property of any kind or type whatsoever owned by such Obligor and (xxii) all Accessions and Proceeds of any and all of the foregoing. 
     (b)        Continuing Security
Interest. The Obligors and the Collateral Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the
Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Intellectual Property. 
     (c)        Secured Hedging Agreements. The term “Collateral” shall include any security granted under
any Secured Hedging Agreement and any rights of the Obligors thereunder only for purposes of this Section 2. 
     (d)        Certain Limitations. Notwithstanding anything herein the contrary, in no event shall the Collateral include, and no
Obligor shall be deemed to have granted a security interest hereunder in (i) the Capital Stock or Debt of any Subsidiary of such Obligor, (ii) any Restricted Assets (which for the purposes of clarification includes all real property
(including improvements) of the Company or any “Subsidiary” of the Company (as the term “Subsidiary” is defined in the 1995 Senior Note Indenture), and all Equipment and Fixtures located thereon, in each case not specifically
included in the definition of Restricted Assets but that is deemed to have been Principal Property as of the Closing Date or, in the case of any such Property acquired after the Closing Date, as of the date such Property was acquired by the Company
or any of its Subsidiaries) or any Accessions or Proceeds thereof, (iii) any Accounts, (iv) any Property subject to a Lien of the type described in Section 6.2(h) of the Credit Agreement pursuant to documents that prohibit such
Obligor from granting any other Liens on such Property; or (v) any of such

  

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Obligor’s rights or interests in any license, contract or agreement to which such Obligor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that
such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which such Obligor is a party (other than to the extent
that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that with respect to the limitations set forth in the foregoing clauses
(iv) and (v), immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Obligor shall be deemed to have granted a security interest in, all such Property as if such provision had
never been in effect. 
 3.          Provisions Relating to
Contracts and Agreements. Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each of its contracts and agreements to observe and perform all the conditions and obligations to be observed and performed
by it thereunder, all in accordance with the terms of such contract or agreement. Neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any contract or agreement by reason of or arising out of this Security
Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating to such contract or agreement pursuant hereto, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform any of the
obligations of an Obligor under or pursuant to any contract or agreement, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any
contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 
 4.          Representations and Warranties. Each Obligor hereby
represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that: 
     (a)        Chief Executive Office; Books & Records; Legal Name; State of Formation. As of the Closing Date, each Obligor’s chief executive office is (and
for the prior four months has been) located at the locations set forth on Schedule 3.26(e) to the Credit Agreement, and as of the Closing Date each Obligor keeps its books and records at such locations. As of the Closing Date, each
Obligor’s exact legal name is as shown in this Security Agreement and its state of incorporation or organization is (and for the prior four months has been) the location set forth on Schedule 3.26(e) to the Credit Agreement. No Obligor
has in the four months preceding the Closing Date changed its name, been party to a merger, consolidation or other change in structure. No Obligor has used any tradename not disclosed on Schedule 3.16 to the Credit Agreement. 
     (b)        Location of Tangible
Collateral. As of the Closing Date, (i) the location of all tangible personal Property owned by each Obligor (other than tangible personal Property acquired in the SCC Acquisition) with a value in excess of U.S.$1,000,000 is as shown on
Schedules 3.26(c) to the Credit Agreement, and (ii) the location of all tangible personal property acquired by the Obligors in the SCC Acquisition is as shown on Schedules 3.26(d) to the Credit Agreement. 
     (c)        Ownership. Each Obligor is
the legal and beneficial owner or lessee of its Collateral and has the right to pledge, sell, assign or transfer the same. 
     (d)        Security Interest/Priority. This Agreement creates a valid security interest in favor of the Collateral Agent, for the
benefit of the Secured Parties, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral (other than Fixtures), to the extent such security
interest can be perfected by filing

  

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under the UCC, and a valid and perfected security interest in Fixtures, in each case free and clear of all Liens except for Permitted Liens. With respect to any Collateral consisting of a Deposit
Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Obligor, the applicable depository bank or applicable Securities Intermediary and the Collateral Agent of an agreement granting control to
the Collateral Agent over such Collateral, the Collateral Agent shall have a valid and perfected, first priority security interest in such Collateral. 
     (e)        Consents. Except for (i) the filing or recording of UCC financing statements, (ii) the
filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining control to perfect the Liens created by this Security Agreement (iv) compliance with the Federal
Assignment of Claims Act or comparable state law and (v) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or
Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Obligor), is required (A) for the grant by such Obligor of the security interest in the Collateral granted
hereby or for the execution, delivery or performance of this Security Agreement by such Obligor or (B) for the perfection of such security interest or the exercise by the Collateral Agent of the rights and remedies provided for in this Security
Agreement. 
     (f)        Types
of Collateral. None of the Collateral consists of, or is the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes or standing timber (as such term is used in the UCC). 
     (g)        Inventory. Except as
described in Schedule 3.26 to the Credit Agreement, no Inventory of an Obligor with a value in excess of US$1,000,000 is held by a third party (other than another Obligor) pursuant to consignment, sale or return, sale on approval or similar
arrangement. With respect to any such Inventory subject to a consignment or similar arrangement and with a value in excess of $1,000,000, each applicable Obligor has taken all action required to perfect its security interest in such Inventory as
required by Section 9-324 or any other applicable provision of the UCC. 
     (h)        Intellectual Property. 
     (i)        Schedule 3.16 to the Credit Agreement includes all material Intellectual Property owned by or licensed (pursuant to a
written license) by or to the Obligors as of the date hereof that is necessary to the business of the Obligors as presently conducted. 
     (ii)       All material Intellectual Property of each Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned, and each
Obligor is legally entitled to use each of its tradenames. 
     (iii)      Except as set forth in Schedule 3.16 to the Credit Agreement, none of the Intellectual Property of the Obligors is the subject of any licensing or franchise agreement.

     (iv)      After reasonable inquiry no
Obligor is aware of any holding, decision or judgment having been rendered by any Governmental Authority which would limit, cancel or question the validity of any material Intellectual Property of the Obligors. 
     (v)        After reasonable inquiry each
Obligor is not aware of any pending action or proceeding seeking to limit, cancel or question the validity of any material Intellectual

  

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Property, as set forth on Schedule 3.16 to the Credit Agreement, of the Obligors, or which, if adversely determined, would materially decrease the value of any such material Intellectual
Property. 
     (vi)      Except as
contemplated by Section 5.13(c) of the Credit Agreement and previously disclosed to the Collateral Agent, all applications pertaining to the material Intellectual Property of each Obligor have been duly and properly filed, and all
registrations or letters pertaining to such material Intellectual Property have been duly and properly filed and issued, and to the best of each Obligor’s knowledge, all of such material Intellectual Property is valid and enforceable.

     (vii)     No Obligor has made any material
assignment or agreement in conflict with the security interest of the Collateral Agent in the Intellectual Property of each Obligor hereunder. 
     (i)        Equipment. With respect to each Obligor’s Equipment constituting Collateral hereunder:
(i) such Obligor has good and marketable title thereto; (ii) all such Equipment is in normal operating condition and repair, ordinary wear and tear alone excepted (subject to casualty events), and is suitable for the uses to which it is
customarily put in the conduct of such Obligor’s business; and (iii) no such Equipment used in the conduct of such Obligor’s business is leased, except for non-material items (including automobiles) and Equipment subject to Capital
Leases, in each case permitted under the Credit Agreement. 
     (j)        Documents, Instruments and Chattel Paper. All Documents, Instruments and Chattel Paper describing, evidencing or constituting Collateral are, to the
Obligors” knowledge, complete, valid, and genuine. 
     (k)        Commercial Tort Claims. As of the Closing Date, no Obligor has any Commercial Tort Claims other than as set forth on Schedule 2(a) hereto. 

    (l)        Certain Collateral Requiring
Control to Perfect. Set forth on Schedule 4(l) is a description of all Electronic Chattel Paper, Letter-of-Credit Rights and uncertificated Investment Property (other than Capital Stock of any Subsidiary) of the Obligors as of the Closing
Date, including the name and address of (i) in the case of Electronic Chattel Paper, the account debtor, (ii) in the case of Letter-of-Credit Rights, the issuer or nominated person, as applicable, and (iii) in the case of such
uncertificated Investment Property, the issuer therof. 
 5.          Covenants. Each Obligor covenants that until such time as the Secured Obligations have been paid in full (other than in respect of contingent indemnification obligations
that survive termination of the Credit Documents pursuant to the terms thereof) and the Commitments have expired or been terminated, such Obligor shall: 
     (a)        Perfection of Security Interest by Filing, Etc. Execute and deliver to the Collateral Agent and/or
file such agreements, assignments or instruments (including affidavits, notices, reaffirmations, amendments and restatements of existing documents and any documents as may be necessary if the law of any jurisdiction other than New York becomes or is
applicable to the Collateral or any portion thereof, in each case as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Collateral
Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time

  

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reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate
state(s) or province(s), (B) with regard to Copyrights and Copyright Licenses, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 5(a)-1 attached hereto,
(C) with regard to Patents and Patent Licenses, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 5(a)-2 attached hereto and (D) with regard to
Trademarks and Trademark Licenses, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 5(a)-3 attached hereto, (ii) to consummate the transactions
contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. Each Obligor hereby authorizes the Collateral Agent to prepare and file such financing statements (including continuation
statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with
the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Collateral
Agent deems necessary or advisable. Each Obligor agrees to mark its books and records to reflect the security interest of the Collateral Agent in the Collateral. 
     (b)        Perfection of Security Interest by Possession. If (i) any amount payable under or in connection
with any of the Collateral shall be or become evidenced by any Instrument, Tangible Chattel Paper or Supporting Obligation, (ii) any Collateral shall be stored or shipped subject to a Document, or (iii) any Collateral shall consist of
Investment Property in the form of certificated securities (other than Capital Stock of a Subsidiary), promptly notify the Collateral Agent of the existence of such Collateral and, if requested by the Collateral Agent, deliver such Instrument,
Chattel Paper, Supporting Obligation, Document or Investment Property to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Security Agreement. 
     (c)        Perfection of Security Interest
Through Control. Except as otherwise provided in Section 6.20 of the Credit Agreement with respect to Deposit Accounts and Securities Accounts, if any Collateral shall consist of (i) Deposit Accounts, or (ii) Electronic
Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the
Securities Intermediary or the issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Collateral Agent all control agreements, assignments, instruments or other documents as reasonably requested by the
Collateral Agent for the purposes of obtaining and maintaining control of such Collateral. 
     (d)        Other Liens. To the extent commercially reasonable, defend its interests in the Collateral against the claims and demands of all other parties claiming an
interest therein, keep the Collateral free from all Liens, except for Permitted Liens. Neither the Collateral Agent nor any Secured Party authorizes any Obligor to, and no Obligor shall, sell, exchange, transfer, assign, lease or otherwise dispose
of the Collateral or any interest therein, except as permitted under the Credit Agreement. 
     (e)        Preservation of Collateral. Keep the Collateral in good order, condition and repair in all material respects, ordinary wear and tear and casualty excepted;
not use the Collateral in violation of the provisions of this Security Agreement or any other agreement relating to the Collateral or any policy insuring the Collateral or any applicable Requirement of Law; and not,

  

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without the prior written consent of the Collateral Agent, alter or remove any identifying symbol or number on its Equipment constituting Collateral hereunder. 
     (f)        Changes in Structure or
Location. Not, without providing 30 days (or such shorter time period as the Collateral Agent may agree) prior written notice to the Collateral Agent and without filing (or confirming that the Collateral Agent has filed) such financing
statements and amendments to any previously filed financing statements as the Collateral Agent may require, (i) alter its legal existence or, in one transaction or a series of transactions, merge into or consolidate with any other entity, or
sell all or substantially all of its assets, (ii) change its state of incorporation or organization, or (iii) change its registered legal name. 
     (g)        Inspection. Allow the Collateral Agent or its representatives to visit and inspect the Collateral as
set forth in Section 5.5 of the Credit Agreement. 
     (h)        Collateral Held by Warehouseman, Bailee, etc. If any Collateral with an aggregate book value in excess of US$1,000,000 (other than Inventory consisting of
goods in transit to a Credit Party or from a Credit Party to customers) is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Obligor, (i) notify the Collateral Agent of such possession,
(ii) notify such Person of the Collateral Agent’s security interest for the benefit of the Secured Parties in such Collateral, (iii) instruct such Person to hold all such Collateral for the Collateral Agent’s account subject to
the Collateral Agent’s instructions and (iv) use reasonable efforts to obtain an acknowledgment from such Person that it is holding such Collateral for the benefit of the Collateral Agent. 
     (i)          Covenants Relating
to Inventory. 
     (i)        Maintain, keep and preserve its Inventory in good salable condition at its own cost and expense. 
     (ii)       Comply with all reporting requirements
set forth in the Credit Agreement with respect to Inventory. 
     (iii)      If any of the Inventory with a value in excess of U.S.$1,000,000 individually, or in the aggregate, is at any time (A) evidenced by a document of title, promptly notify
the Collateral Agent thereof and, upon the request of the Collateral Agent, deliver such document of title to the Collateral Agent or (B) subject to a consignment or similar arrangement, upon the request of the Administrative Agent take such
action with respect to such Inventory in order to perfect such Obligor’s security interest in such Inventory is required by Section 9-324 or any other applicable provision of the UCC. 
     (j)        Covenants Relating to
Copyrights. 
     (i)        Employ the Copyright for each material work with such notice of copyright as may be required by law to secure copyright protection. 
     (ii)       Not do any act or knowingly omit to do
any act whereby any material Copyright may become invalidated and (A) not do any act, or knowingly omit to do any act, whereby any material Copyright may become injected into the public domain; (B) notify the Collateral Agent immediately
if it knows, or has reason to know, that any material Copyright could reasonably be expected to become injected into the public

  

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domain or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court or tribunal in
the United States or any other country) regarding an Obligor’s ownership of any such Copyright or its validity; (C) take all necessary steps as it shall deem appropriate under the circumstances, to maintain and pursue each application (and
to obtain the relevant registration) and to maintain each registration of each Copyright owned by an Obligor including, without limitation, filing of applications for renewal where necessary; and (D) promptly notify the Collateral Agent of any
material infringement of any material Copyright of an Obligor of which it becomes aware and take such actions as it shall reasonably deem appropriate under the circumstances to protect such Copyright, including, where appropriate, the bringing of
suit for infringement, seeking injunctive relief and seeking to recover any and all damages for such infringement. 
     (iii)      Not make any assignment or agreement in conflict with the security interest in the Copyrights of each Obligor hereunder. 
     (k)        Covenants Relating to Patents
and Trademarks. 
     (i)        (A) Continue to use each material Trademark in order to maintain such Trademark in full force free from any claim of abandonment for non-use, where such continued
use is reasonable in the Obligor’s judgment, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, (D) not adopt or
use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Security
Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. 
     (ii)       Not do any act, or omit to do any act,
whereby any material Patent may become abandoned or dedicated, unless such act or omission is reasonable in Obligor’s judgment. 
     (iii)      Promptly notify the Collateral Agent if it knows, or has reason to know, that any application or registration relating to any material
Patent or Trademark may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and
Trademark Office or any court or tribunal in any country) regarding an Obligor’s ownership of any such Patent or Trademark or its right to register the same or to keep, maintain and use the same. 
     (iv)      Whenever an Obligor, either by itself or
through an agent, employee, licensee or designee, shall file an application for the registration of any material Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any
political subdivision thereof, such Obligor shall report such filing to the Collateral Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent, an Obligor shall
execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the

  

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Secured Parties’ security interest in any material Patent or Trademark and the goodwill and General Intangibles of such Obligor relating thereto or represented thereby. 
     (v)      Take all steps which Obligor deems reasonable
and necessary, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application,
to obtain the relevant registration and to maintain each registration of material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. 
     (vi)      Promptly notify the Collateral Agent after
it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party if deemed reasonable by Obligor and promptly sue for infringement, misappropriation or dilution, to seek injunctive
relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

     (vii)     Not make any assignment or
agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder. 
     (l)        Status of Collateral as Personal Property. At all times maintain the Collateral as personal Property and not (i) affix any of the Collateral to any real
Property in a manner which would change its nature from personal Property to real Property or a Fixture or (ii) permit such Collateral to become an Accession to other personal Property, unless the Collateral Agent has a valid, perfected and
first priority security interest for the benefit of the Secured Parties in such real or personal Property. 
     (m)      Regulatory Approvals. Promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications,
certificates, instruments, registration statements, and all other documents and papers the Collateral Agent may reasonably request and as may be required by law in connection with the obtaining of any Governmental Approval or the consent, approval,
registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default
shall have occurred and be continuing, each Obligor shall take any action which the Collateral Agent may reasonably request in order to transfer and assign to the Collateral Agent, or to such one or more third parties as the Collateral Agent may
designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent is empowered to
request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of
seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to
authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if
required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate
application for the approval of the transfer or assignment of

  

 10 








 
any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Collateral Agent’s remedy at law for failure of such Obligor to comply
with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor
hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. 
     (n)        Insurance. Insure, repair and replace the Collateral of such Obligor as set forth in the Credit Agreement. All proceeds
derived from insurance on the Collateral shall be subject to the security interest of the Collateral Agent hereunder. 
     (o)        Commercial Tort Claims; Notice of Litigation. (i) Promptly forward to the Collateral Agent written notification of
any and all Commercial Tort Claims of the Obligors including, but not limited to, any and all actions, suits, and proceedings before any court or Governmental Authority by or affecting such Obligor or any of its Subsidiaries and (ii) execute
and deliver such statements, documents and notices and do and cause to be done all such things as may be required by the Collateral Agent, or required by law, including all things which may from time to time be necessary under the UCC to fully
create and perfect the priority of the Collateral Agent’s security interest in any Commercial Tort Claims. 
 6.          Power of Attorney for Perfection of Liens. Each Obligor hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other person whom the
Collateral Agent may designate, as such Obligor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Obligor any notices or any similar documents which in the Collateral Agent’s reasonable discretion
would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured
Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the
Commitments shall have been terminated. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor
agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Collateral
Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Obligor pursuant
to the power of attorney granted hereinabove). 
 7.          License of Intellectual Property. The Obligors hereby assign, transfer and convey to the Collateral Agent, effective upon the occurrence and during the continuance of any
Event of Default, the nonexclusive right and license to use all Intellectual Property owned or used by any Obligor that relates to the Collateral and any other collateral granted by the Obligors as security for the Secured Obligations, together with
any goodwill associated therewith, all to the extent necessary to enable the Collateral Agent to use, possess and realize on the Collateral and to enable any successor or assign to enjoy the benefits of the Collateral. This right and license shall
inure to the benefit of all successors, assigns and transferees of the Collateral Agent and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or
otherwise. Such right and license is granted free of charge, without requirement that any monetary payment whatsoever be made to the Obligors. 
  

 11 








 8.          Special
Provisions Regarding Inventory. Notwithstanding anything to the contrary contained in this Security Agreement, each Obligor may, unless and until an Event of Default occurs and is continuing and the Collateral Agent instructs such Obligor
otherwise, without further consent or approval of the Collateral Agent, use, consume, sell, lease and exchange its Inventory in the ordinary course of its business as presently conducted, whereupon, in the case of such a sale or exchange, the
security interest created hereby in the Inventory so sold or exchanged and in any Proceeds arising from such sale or exchange shall cease immediately without any further action on the part of the Collateral Agent. 
 9.          Performance of Obligations; Advances by Collateral
Agent. On failure of any Obligor to perform any of the covenants and agreements contained herein and following the Collateral Agent’s request to so perform, the Collateral Agent may, at its sole option and in its sole discretion, perform or
cause to be performed the same and in so doing may expend such sums as the Collateral Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a
payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Collateral Agent may make for the protection of the security interest hereof or may be compelled
to make by operation of law. All such sums and amounts so expended shall be repayable by the Obligors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall
bear interest from the date said amounts are expended at the default rate as set forth in Section 2.7 of the Credit Agreement. No such performance of any covenant or agreement by the Collateral Agent on behalf of any Obligor, and no such
advance or expenditure therefor, shall relieve the Obligors of any default under the terms of this Security Agreement, the other Credit Documents or any Secured Hedging Agreement. The Collateral Agent may make any payment hereby authorized in
accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment,
sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by an Obligor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP. 
 10.        Events of Default. 
 The occurrence of an event which under the Credit Agreement would constitute an Event of Default shall be an event of default
hereunder (an “Event of Default”). 
 11.        Remedies. 
     (a)        General Remedies. Upon the occurrence of an Event of Default and during continuation thereof, the Collateral Agent shall have, in addition to the rights and
remedies provided herein, in the Credit Documents, in any Secured Hedging Agreement or by law (including, but not limited to, levy of attachment, garnishment and the rights and remedies set forth in the Uniform Commercial Code of the jurisdiction
applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies to
the affected Collateral), and further, the Collateral Agent may, with or without judicial process or the aid and assistance of others, subject to applicable law, (i) enter on any premises on which any of the Collateral may be located and,
without resistance or interference by the Obligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Obligors to assemble and make available to the Collateral Agent at the expense of
the Obligors any Collateral at any place and time designated by the Collateral Agent which is reasonably convenient to both parties, (iv) remove any Collateral from any such

  

 12 








 
premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the
Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon
credit or otherwise, at such prices and upon such terms as the Collateral Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Neither the Collateral Agent’s compliance with any applicable state
or federal law in the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. In addition to all other sums due the Collateral Agent
and the Secured Parties with respect to the Secured Obligations, the Obligors shall pay to the Collateral Agent and each Secured Party all reasonable documented costs and expenses incurred by the Collateral Agent or any such Secured Party,
including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against
the Collateral Agent or any Secured Party or the Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in,
arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or
mailed, postage prepaid, to the Company in accordance with the notice provisions of Section 9.2 of the Credit Agreement at least 10 days before the time of sale or other event giving rise to the requirement of such notice. The Collateral
Agent and the Secured Parties shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by law, any Secured Party may be a purchaser at any such sale. To the extent
permitted by applicable law, each of the Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Collateral Agent and the Secured Parties may postpone or cause the
postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by law, be made at the time and place to which the sale was
postponed, or the Collateral Agent and the Secured Parties may further postpone such sale by announcement made at such time and place. 
     (b)        Access. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the
continuation thereof, the Collateral Agent shall have the right to enter and remain upon the various premises of the Obligors without cost or charge to the Collateral Agent, and use the same, together with materials, supplies, books and records of
the Obligors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Collateral Agent may remove Collateral, or
any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral. If the Collateral Agent exercises its right to take possession of the Collateral, each Obligor shall also at
its expense perform any and all other steps reasonably requested by the Collateral Agent to preserve and protect the security interest hereby granted in the Collateral, such as placing and maintaining signs indicating the security interest of the
Collateral Agent, appointing overseers for the Collateral and maintaining inventory records. 
     (c)        Nonexclusive Nature of Remedies. Failure by the Collateral Agent or any Secured Party to exercise any right, remedy or option under this Security Agreement,
any other Credit Document, any Secured Hedging Agreement or as provided by law, or any delay by the Collateral Agent or any Secured Party in exercising the same, shall not operate as a waiver of any

  

 13 








 
such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent
specifically stated, which in the case of the Collateral Agent or the Secured Parties shall only be granted as provided herein. To the extent permitted by law, neither the Collateral Agent, nor any Secured Party, nor any party acting as attorney for
the Collateral Agent or the Secured Parties, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the
Collateral Agent and the Secured Parties under this Security Agreement shall be cumulative and not exclusive of any other right or remedy which the Collateral Agent or the Secured Parties may have. 
     (d)        Retention of Collateral. In
addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Collateral Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC (or any successor
sections of the UCC) or otherwise complying with the notice requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Collateral in satisfaction of the Secured Obligations. Unless and until the
Collateral Agent shall have provided such notices, however, the Collateral Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any reason. 
     (e)        Deficiency. In the event
that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent or the Secured Parties are legally entitled, the Obligors shall be jointly and severally liable for the deficiency, together
with interest thereon at the default rate as set forth in Section 2.7 of the Credit Agreement, together with the costs of collection and the reasonable fees of any attorneys employed by the Collateral Agent to collect such deficiency.
Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Obligors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. 
     (f)        Other Security. To the
extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real and other personal property and securities owned by an Obligor), or by a guarantee, endorsement or
property of any other Person, then the Collateral Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence and during the continuation of any Event of Default, and the Collateral Agent shall
have the right, in its sole discretion, to determine which rights, security, Liens, security interests or remedies the Collateral Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way
modifying or affecting any of them or any of the Collateral Agent’s rights or the Secured Obligations under this Security Agreement, under any other of the Credit Documents or under any Secured Hedging Agreement. 
 12.        Rights of the Collateral Agent. 
     (a)        Power of Attorney. In
addition to other powers of attorney contained herein, each Obligor hereby designates and appoints the Collateral Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Obligor, irrevocably and with
power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default: 
  

 14 








     (i)        to demand, collect, settle, compromise, adjust and give discharges and releases concerning the Collateral of such Obligor, all as the Collateral Agent may reasonably
determine in respect of such Collateral; 
     (ii)       to commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in respect thereof; 
     (iii)      to defend, settle, adjust or compromise any
action, suit or proceeding brought with respect to the Collateral and, in connection therewith, give such discharge or release as the Collateral Agent may deem reasonably appropriate; 
     (iv)      following acceleration of the Loans pursuant
to Section 7.2 of the Credit Agreement, to receive, open and dispose of mail addressed to an Obligor and reasonably believed by the Collateral Agent to be related to the Collateral; 
     (v)       to sell, assign, transfer, make any
agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral, as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes; 
     (vi)      to adjust and settle claims under any
insurance policy relating to the Collateral; 
     (vii)     to execute and deliver and/or file all assignments, conveyances, statements, financing statements, continuation financing statements, security agreements, affidavits, notices and
other agreements, instruments and documents that the Collateral Agent may determine necessary in order to perfect and maintain the security interests and Liens granted in this Security Agreement and in order to fully consummate all of the
transactions contemplated herein; 
     (viii)    to
institute any foreclosure proceedings that the Collateral Agent may deem appropriate; and 
     (ix)      to do and perform all such other acts and things as the Collateral Agent may reasonably deem to be necessary, proper or convenient in connection with the Collateral.

 This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the
Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all
of the Commitments shall have been terminated. The Collateral Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Collateral Agent in this
Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Collateral Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or
its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Collateral Agent solely to protect, preserve and realize upon its security interest in
the Collateral. 
     (b)        Assignment by the Collateral Agent. Pursuant to the terms of the Credit Agreement, the Collateral Agent may from time to time assign this Agreement and/or its
rights

  

 15 








 
hereunder with respect to the Collateral or any portion thereof to a successor Collateral Agent, and the assignee shall be entitled to all of the rights and remedies of the Collateral Agent under
this Security Agreement in relation thereto. 
     (c)        The Collateral Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the
Collateral Agent hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Obligors shall be responsible for preservation of all rights in the Collateral, and the
Collateral Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Obligors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation
of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the
industry, it being understood that the Collateral Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral
pursuant to Section 11 hereof, the Collateral Agent shall have no obligation to clean-up, repair or otherwise prepare the Collateral for sale. 
 13.        Application of Proceeds. Upon acceleration of the Obligations pursuant to Article VII of the Credit Agreement, any proceeds of the
Collateral, when received by the Collateral Agent or any Secured Party in Money, will be applied promptly in reduction of the Secured Obligations in the order set forth in Section 2.13(c) of the Credit Agreement. Each Obligor irrevocably
waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Collateral Agent or Administrative Agent, as applicable, shall have the continuing and exclusive right to apply and reapply any and all
such proceeds in the Collateral Agent’s or Administrative Agent’s sole discretion, as applicable, notwithstanding any entry to the contrary upon any of its books and records. 
 14.        Costs of Counsel. If at any time hereafter, whether upon the
occurrence of an Event of Default or not, the Collateral Agent employs counsel to prepare or consider amendments, waivers or consents with respect to this Security Agreement, or to take action or make a response in or with respect to any legal or
arbitral proceeding relating to this Security Agreement or relating to the Collateral, or to protect the Collateral or exercise any rights or remedies under this Security Agreement or with respect to the Collateral, then the Obligors agree to
promptly pay upon demand any and all such reasonable documented costs and expenses of the Collateral Agent, all of which costs and expenses shall constitute Secured Obligations hereunder. 
 15.        Continuing Agreement. 
     (a)        This Security Agreement shall be a
continuing agreement in every respect and shall remain in full force and effect until the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) have
been paid in full and the Commitments shall have been terminated. Upon such payment and termination, this Security Agreement shall be automatically terminated and the Collateral Agent shall, upon the request and at the expense of the Obligors,
forthwith release all of the Liens and security interests granted hereunder and shall execute and/or deliver all UCC termination statements and/or other documents reasonably requested by the Obligors evidencing such termination. Notwithstanding the
foregoing all releases and indemnities provided hereunder shall survive termination of this Security Agreement. 
  

 16 








     (b)        This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the
Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment
had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and
disbursements) incurred by the Collateral Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations. 
 16.        Amendments; Waivers; Modifications. This Security Agreement and
the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 9.1 of the Credit Agreement. 
 17.        Successors in Interest. This Security Agreement shall create a continuing security interest in the Collateral and shall be
binding upon each Obligor, its successors and assigns and shall inure, together with the rights and remedies of the Collateral Agent and the Secured Parties hereunder, to the benefit of the Collateral Agent and the Secured Parties and their
successors and permitted assigns; provided, however, that none of the Obligors may assign its rights or delegate its duties hereunder without the prior written consent of each Secured Party or the Required Lenders, as required by the
Credit Agreement. To the fullest extent permitted by law, each Obligor hereby releases the Collateral Agent and each Secured Party, each of their respective officers, employees and agents and each of their respective successors and assigns, from any
liability for any act or omission relating to this Security Agreement or the Collateral, except for any liability arising from the gross negligence or willful misconduct of the Collateral Agent or such Secured Party or their respective officers,
employees and agents, in each case as determined by a court of competent jurisdiction. 
 18.        Notices. All notices required or permitted to be given under this Security Agreement shall be in conformance with Section 9.2 of the Credit Agreement. 
 19.        Counterparts. This Security Agreement may be executed in any
number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Security Agreement to produce or account for
more than one such counterpart. Delivery of executed counterparts of this Security Agreement by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original shall be delivered upon the
request of the Collateral Agent. 
 20.        Headings. The
headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning, construction or interpretation of any provision of this Security Agreement. 
 21.        Governing Law; Consent to Jurisdiction and Service of Process; Waiver
of Jury Trial. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The terms of Sections 9.14 and
9.17 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 
 22.        Severability. If any provision of this Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully
severable and the remaining provisions shall

  

 17 








 
remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 
 23.        Entirety. This Security Agreement, the other Credit Documents and
the Secured Hedging Agreements represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to this
Security Agreement, the other Credit Documents, the Secured Hedging Agreements or the transactions contemplated herein and therein. 
 24.        Survival. All representations and warranties of the Obligors hereunder shall survive the execution and delivery of this Security Agreement, the
other Credit Documents and the Secured Hedging Agreements, the delivery of the Notes and the making of the Loans and the issuance of the Letters of Credit under the Credit Agreement. 
 25.        Rights of Required Lenders. All rights of the Collateral Agent
hereunder, if not exercised by the Collateral Agent, may be exercised by the Required Lenders. 
  

 18 








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

							
	 COMPANY:
	 	 ROCK-TENN COMPANY,
	 	
		 	     a Georgia corporation
	 	
			
		 	 By:                                       
                     
	 	
		 	 Name:
	 	
		 	 Title:
	 	
				
	 U.S. GUARANTORS:
	 		 	 ALLIANCE ASIA, LLC
	 	
		 		 	 FOLD-PAK, LLC (f/k/a GSD PACKAGING, 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:                                       
                 
	 	
		 	 Name:
	 	
		 	 Title:
	 	








 Accepted and agreed to as of the date first above written. 
  

					
		 	WACHOVIA BANK, NATIONAL ASSOCIATION,	 	
		 	 as Collateral Agent
	 	
			
		 	 By:                                       
                         
	 	
		 	 Name:
	 	
		 	 Title:
	 	








 SCHEDULE 2(a) 
 COMMERCIAL TORT CLAIMS 
 NONE 







 SCHEDULE 4(l) 
 CERTAIN CONTROL COLLATERAL 
 NONE 







 SCHEDULE 5(a)-1 
 NOTICE 
 OF 
 GRANT OF SECURITY INTEREST 
 IN 
 COPYRIGHTS 
 United States Copyright Office 
 Gentlemen: 
 Please be advised that pursuant to the Security Agreement dated as of March 5, 2008 (as the same may be amended,
modified, extended or restated from time to time, the “Security Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National
Association, as Collateral Agent (the “Collateral Agent”) for the Secured Parties referenced therein, the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the copyrights and copyright
applications shown below to the Collateral Agent for the ratable benefit of the Secured Parties: 
 COPYRIGHTS 

 

					
	 Copyright No.
	 	                     Description of
                       Copyright
	 	Date of Copyright

 COPYRIGHT APPLICATIONS 
  

					
	 Copyright Application No.
	 	             Description of Copyright
                       Applied For
	 	 Date of Copyright
 Application









 The Obligors and the Collateral Agent, on behalf of the Secured Parties,
hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an
assignment of any copyright or copyright application. 
  

					
	 Very truly yours,
	 	
		
	  
	 	
	 [Obligor]
	 	
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



  

			
	 Acknowledged and Accepted:

	
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Collateral Agent

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  









 SCHEDULE 5(a)-2 
 NOTICE 
 OF 
 GRANT OF SECURITY INTEREST 
 IN 
 PATENTS 
 United States Patent and Trademark Office 
 Gentlemen: 
 Please be advised that pursuant to the Security Agreement dated as of March 5, 2008 (the “Security
Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Collateral Agent (the “Collateral Agent”) for
the Secured Parties referenced therein, the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the patents and patent applications shown below to the Collateral Agent for the ratable benefit of the Secured
Parties: 
 PATENTS 
  

					
	Patent No.	 	 Description of
 Patent
	 	Date of Patent

 PATENT APPLICATIONS 
  

					
	Patent Application No.	 	 Description of Patent
 Applied For
	 	 Date of Patent
 Application









 The Obligors and the Collateral Agent, on behalf of the Secured Parties,
hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of
any patent or patent application. 
  

			
	 Very truly yours,

	
	  

	 [Obligor]

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



  

			
	 Acknowledged and Accepted:

	
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Collateral Agent

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  


  

 2 








 SCHEDULE 5(a)-3 
 NOTICE 
 OF 
 GRANT OF SECURITY INTEREST 
 IN 
 TRADEMARKS 
 United States Patent and Trademark Office 
 Gentlemen: 
 Please be advised that pursuant to the Security Agreement dated as of March 5, 2008 (the “Security
Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Collateral Agent (the “Collateral Agent”) for
the Secured Parties referenced therein, the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications shown below to the Collateral Agent for the ratable benefit of the
Secured Parties: 
 TRADEMARKS 
  

					
	 Trademark No.
	 	                      Description of
                         Trademark
	 	Date of Trademark

 TRADEMARK APPLICATIONS 
  

					
	 Trademark Application No.
	 	             Description of Trademark
                        Applied For
	 	 Date of Trademark
 Application









 The Obligors and the Collateral Agent, on behalf of the Secured Parties,
hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an
assignment of any trademark or trademark application. 
  

					
	 Very truly yours,
	 	
		
	  
	 	
	 [Obligor]
	 	
		
	 By:                                       
                 
	 	
	 Name:                                      
            
	 	
	 Title:                                      
              
	 	


  

			
	 Acknowledged and Accepted:

	
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Collateral Agent

	
	 By:                                       
                             

	 Name:                                      
                        

	 Title:                                      
                          


  

 2 








 CANADIAN SECURITY AGREEMENT 
 THIS CANADIAN SECURITY AGREEMENT (this “Security Agreement”), is entered into as of March 5,
2008, among ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (the “Canadian Borrower”), the parent and each of the subsidiaries of the Canadian Borrower from time to time, party hereto (collectively, the
“Canadian Guarantors”, and together with the Canadian Borrower, individually as “Obligor” and collectively, the “Obligors”) and BANK OF AMERICA, N.A., ACTING THROUGH ITS CANADA BRANCH, as
Canadian Agent under the Credit Agreement referred to below (in such capacity, the “Canadian Agent”) for the several banks and other financial institutions as may from time to time become parties as Canadian Lenders to such Credit
Agreement (individually a “Canadian Lender” and collectively the “Canadian Lenders”). 
 RECITALS 
 WHEREAS, the Canadian Borrower, Rock-Tenn Company (the
“Company” and together with the Canadian Borrower, the “Borrowers”), the Guarantors party thereto, the Canadian Lenders from time to time party thereto, and the other banks and financial institutions as may from
time to time become parties to the Credit Agreement (together with the Canadian Lenders, individually, a “Lender”, collectively, the “Lenders”), the Administrative Agent and the Canadian Agent are entering into
contemporaneously herewith that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, modified, extended, renewed, restated or replaced from time to time, the “Credit Agreement”), pursuant to which
the Lenders have agreed to make Loans and to issue and/or acquire participation interests in Letters of Credit upon the terms and subject to the conditions set forth therein; 
 WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Canadian Lenders to make their respective Loans and to accept
Bankers’ Acceptance Advances that the Obligors shall have executed and delivered this Security Agreement to the Canadian Agent for the ratable benefit of the Canadian Lenders. 
 NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
  

	1.	 Definitions. 


  

	 	(a)	 Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Personal Property Security
Act (Ontario) or the Credit Agreement. For purposes of this Security Agreement, the term “Lender” shall include any Hedging Agreement Provider. 


  

	 	(b)	 In addition, the following terms shall have the following meanings: 


 “BIA” means the Bankruptcy and Insolvency Act (Canada). 
 “CCAA” means the Companies’ Creditors Arrangement Act (Canada). 
 “Collateral” has the meaning provided in Section 2 hereof. 







 “Copyright Licenses” means any agreement, whether written
or oral, providing for the grant by or to a Person of any right under any Copyright, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement. 
 “Copyrights” means all registered and unregistered copyrights in all works, now existing or hereafter
created or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the Canadian Intellectual Property Office or in any similar office or agency of Canada, any Province or Territory thereof or any
other country or any political subdivision thereof, or otherwise, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement and all renewals thereof. 
 “Governmental Approval” means any authorization, certificate, attestation, permit, approval, grant,
license, consent, right, privilege, registration, filing, commitment, order, judgement, direction, ordinance or decree issued or granted by or under law or by any Governmental Authority as well as any acquired or vested right required or recognized
pursuant to Environmental Laws. 
 “Intellectual Property” means, collectively, the Patents,
Patent Licenses, Trademarks, Trademark Licenses, Copyrights, and Copyright Licenses. 
 “Inventory” means all of the Obligors’ now owned and hereafter existing or acquired raw materials, work in process, finished goods and all other inventory of whatsoever kind or nature, wherever located. 
 “Patent Licenses” means all agreements, whether written or oral, providing for the grant by or to a Person
of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement. 
 “Patents” means all registered and unregistered patents in Canada or any other country, now existing or
hereafter arising, and all improvement patents, reissues, reexaminations, patents of additions, renewals and extensions thereof, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement, and
(ii) all applications for patents in Canada or any other country, now existing or hereafter arising, and all provisionals, divisions, continuations and continuations-in-part and substitutes thereof, including, without limitation, any thereof
referred to in Schedule 3.16 to the Credit Agreement. 
 “PPSA” means the Personal
Property Security Act (Ontario) and any other applicable Canadian or provincial personal property security or similar legislation, together with all rules, regulations and interpretations thereunder or related thereto. 
 “Records” means all of the Obligors’ present and future books of account of every kind or nature,
purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any account debtor, together with the tapes, disks,
diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of any Obligor with respect to the foregoing maintained with or by any other person).

 “Secured Obligations”: means (a) all of the Credit Party Obligations of the Canadian
Borrower and Canadian Guarantors due and payable to the Canadian Agent and Canadian Lenders under the Credit Agreement, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, indirect, absolute, contingent, matured,
unmatured or joint and several, at any time due or accruing due and (b) all expenses and charges, legal and otherwise, incurred by the Canadian Agent and/or the

  

 2 








 
Canadian Lenders in collecting or enforcing any of such Credit Party Obligations or in realizing on or protecting any security therefor, including without limitation the security granted
hereunder. 
 “Trademark License” means any agreement, whether written or oral, providing for
the grant by or to a Person of any right to use any Trademark, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement. 
 “Trademarks” means all registered or unregistered trademarks, trade names, corporate names, company names, business names, fictitious business names, service marks,
elements of package or trade dress of goods or services, logos and other source or business identifiers, together with the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and
all applications in connection therewith, whether in the Canadian Intellectual Property Office or in any similar office or agency of Canada, any Province or Territory thereof or any other country or any political subdivision thereof, including,
without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement, and (ii) all renewals thereof including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement. 
  

	2.	 Grant of Security Interest in the Collateral. 


  

	 	(a)	 To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the
Secured Obligations, each Obligor hereby grants, assigns and transfers (provided that the Intellectual Property shall not be transferred or assigned, but shall be subject to the security interests granted herein) to the Canadian Agent, for
the ratable benefit of the Canadian Lenders, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, Property of such Obligor whether now owned or existing or
owned, acquired, or arising hereafter (collectively, the “Collateral”): 


  

	 	(i)	 all present and future contract rights, general intangibles (including tax and duty refunds, registered and unregistered industrial designs,
applications for the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, licenses, whether as licensor or licensee, choses in action and other claims and existing and future leasehold interests in equipment, real
estate and fixtures); 


  

	 	(ii)	 all Copyright Licenses; 


  

	 	(iii)	 all Copyrights; 


  

	 	(iv)	 all Inventory; 


  

	 	(v)	 all Patent Licenses; 


  

	 	(vi)	 all Patents; 


  

	 	(vii)	 all Trademark Licenses; 


  

	 	(viii)	 all Trademarks; 


  

	 	(ix)	 all products and proceeds of the foregoing (other than accounts receivable constituting proceeds arising from the sale of Inventory and any proceeds
of such accounts receivable), in any form, including, insurance proceeds and any claims



  

 3 









	 	 
against third parties for loss or damage to or destruction of any or all of the foregoing. 


 Notwithstanding the foregoing, Collateral shall not include (a) the last day of the term of any lease (but upon the enforcement of the Canadian Agent’s rights hereunder, the Canadian Agent shall
stand possessed of such last day in trust to assign the same to any person acquiring such term) or (b) any Consumer Goods. 
  

	 	(b)	 Attachment. Each Obligor acknowledges that (i) value has been given, (ii) it has rights in the Collateral (other than
after-acquired Collateral), (iii) it has not agreed to postpone the time of attachment of the security interest created herein, and (iv) it has received a duplicate original copy of this Security Agreement. 


  

	 	(c)	 Notwithstanding anything contained in this Security Agreement, the security created hereby does not and shall not extend to, and Collateral shall
not include, (i) any license, agreement, or contract to which an Obligor is a party or of which such Obligor has the benefit, to the extent that the creation of the security interest herein would constitute a breach of the terms of or
constitute an event of default under and any license agreement or contract to which such Obligor is a party or permit any Person to terminate the Contractual Rights, but such Obligor shall hold its interest therein in trust for the Canadian Agent
and shall assign such rights to the Canadian Agent forthwith upon obtaining the consent of the other party thereto, and (ii) any property that constitutes Principal Property (as defined in the Senior Note Indenture).



  

	 	(d)	 The Obligors and the Canadian Agent, on behalf of the Canadian Lenders, hereby acknowledge and agree that the security interest created hereby in
the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Intellectual Property.



  

	3.	 Provisions Relating to Contracts and Agreements. Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable
under each of its contracts and agreements to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to the terms of such contract or
agreement. Neither the Canadian Agent nor any Canadian Lender shall have any obligation or liability under any contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Canadian Agent or any Canadian Lender
of any payment relating to such contract or agreement pursuant hereto, nor shall the Canadian Agent or any Canadian Lender be obligated in any manner to perform any of the obligations of an Obligor under or pursuant to any contract or agreement, to
make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any contract or agreement, to present or file any claim, to take any action to
enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 


  

	4.	 Representations and Warranties. Each Obligor hereby represents and warrants to the Canadian Agent, for the benefit of the Canadian Lenders,
that: 


  

	 	(a)	 Chief Executive Office; Books & Records; Legal Name; Jurisdiction of Formation. As of the Closing Date, each Obligor’s chief
executive office is (and for the prior four months has been) located at the locations set forth on Schedule 3.26(e) to the Credit Agreement,



  

 4 









	 	 
and as of the Closing Date each Obligor keeps its books and records at such locations. As of the Closing Date, each Obligor’s exact legal name is as shown in this Security Agreement and its
jurisdiction of incorporation or organization is (and for the prior four months has been) the location set forth on Schedule 3.26(e) to the Credit Agreement. No Obligor has in the four months preceding the Closing Date changed its name, been
party to a merger, consolidation or other change in structure. No Obligor has used any tradename not disclosed on Schedule 3.16 to the Credit Agreement. 


  

	 	(b)	 Location of Tangible Collateral. As of the Closing Date, the location of all Inventory owned by each Obligor with a value in excess of
U.S.$1,000,000 is as shown on Schedule 3.26(c) to the Credit Agreement. 


  

	 	(c)	 Ownership. Each Obligor is the legal and beneficial owner or lessee of its Collateral and has the right to pledge, sell, assign or transfer
the same. 


  

	 	(d)	 Security Interest/Priority. This Security Agreement creates a valid security interest in favour of the Canadian Agent, for the benefit of the
Canadian Lenders, in the Collateral of such Obligor and, when properly perfected by filing, the granting of possession to the Canadian Agent or otherwise, shall constitute a valid first priority, perfected security interest in such Collateral, to
the extent such security interest can be perfected by filing, the granting of possession or otherwise under the PPSA or by filing an appropriate notice with the Canadian Intellectual Property Office, free and clear of all Liens except for Permitted
Liens. 


  

	 	(e)	 Consents. Except for (i) the filing or recording of PPSA financing statements, (ii) the filing of appropriate notices with the
Canadian Intellectual Property Office, and/or (iii) obtaining possession to perfect the Liens created by this Security Agreement, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental
Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Obligor), is required (A) for the grant by such Obligor of the security interest in the Collateral granted hereby or for
the execution, delivery or performance of this Security Agreement by such Obligor or (B) for the perfection of such security interest or the exercise by the Canadian Agent of the rights and remedies provided for in this Security Agreement.



  

	 	(f)	 Types of Collateral. None of the Collateral consists of, or is the product or proceeds of Consumer Goods, (as such term is used in the PPSA).



  

	 	(g)	 Inventory. No Inventory of an Obligor with a value in excess of U.S.$1,000,000 is held by a third party (other than an Obligor) pursuant to
consignment, sale or return, sale on approval or similar arrangement. 


  

	 	(h)	 Intellectual Property. 


  

	 	(i)	 Schedule 3.16 to the Credit Agreement includes all material Intellectual Property owned by or licensed (pursuant to a written license) by or
to the Obligors as of the date hereof that is necessary to the business of the Obligors as presently conducted. 


  

 5 









	 	(ii)	 All material Intellectual Property of each Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned, and each Obligor is
legally entitled to use each of its tradenames. 


  

	 	(iii)	 Except as set forth in Schedule 3.16 to the Credit Agreement, none of the Intellectual Property of any Obligor is the subject of any
licensing or franchise agreement. 


  

	 	(iv)	 No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of any material
Intellectual Property of any Obligor. 


  

	 	(v)	 After reasonable inquiry no Obligor is aware of any pending action or proceeding seeking to limit, cancel or question the validity of any
Intellectual Property of such Obligor, or which, if adversely determined, would have a material adverse effect on the value of any such Intellectual Property. 


  

	 	(vi)	 Except as contemplated by Section 5.13(c) of the Credit Agreement and previously disclosed to the Administrative Agent, all applications
pertaining to the material Intellectual Property of the Obligors have been duly and properly filed, and all registrations or letters pertaining to such material Intellectual Property have been duly and properly filed and issued, and all of such
material Intellectual Property is valid and enforceable. 


  

	 	(vii)	 No Obligor has made any assignment or agreement in conflict with the security interest of the Canadian Agent in the Intellectual Property of such
Obligor hereunder. 


  

	5.	 Covenants. Each Obligor covenants that, so long as any of the Secured Obligations (other than contingent indemnity obligations that survive
termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement, in each case to which an Obligor is a party, is in effect, and until all of the Commitments of the
Canadian Lenders shall have been terminated, such Obligor shall: 


  

	 	(a)	 Perfection of Security Interest by Filing, Etc. Each Obligor hereby authorizes the Canadian Agent to prepare and file such financing
statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Canadian Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests
granted hereunder in accordance with the PPSA, including, without limitation, any financing statement that describes the Collateral in a manner as the Canadian Agent deems necessary or advisable. Each Obligor shall also execute and deliver to the
Canadian Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Canadian Agent may reasonably request) and do all such other things
as the Canadian Agent may reasonably deem necessary or appropriate (i) to assure to the Canadian Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or
amendments thereof or supplements thereto or other instruments as the Canadian Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the PPSA and any other
personal property security legislation in the appropriate jurisdiction(s), (B) with regard to Copyrights, a



  

 6 









	 	 
notice of the grant of security interest in the Copyrights for filing with the Canadian Intellectual Property Office in the form of Schedule 5(a)-1 attached hereto, (C) with regard to
Patents, a notice of the grant of security interest in the Patents for filing with the Canadian Intellectual Property Office in the form of Schedule 5(a)-2 attached hereto and (D) with regard to Trademarks, a notice of the grant of
security interest in the Trademarks for filing with the Canadian Intellectual Property Office in the form of Schedule 5(a)-3 attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and
assure the Canadian Agent of its rights and interests hereunder. Each Obligor agrees to mark its books and records to reflect the security interest of the Canadian Agent in the Collateral. 


  

	 	(b)	 Other Liens. To the extent commercially reasonable, defend its interests in the Collateral against the claims and demands of all other
parties claiming an interest therein, keep the Collateral free from all Liens, except for Permitted Liens. Neither the Canadian Agent nor any Canadian Lender authorizes any Obligor to, and such Obligor shall not, sell, exchange, transfer, assign,
lease or otherwise dispose of the Collateral or any interest therein, except as permitted under the Credit Agreement. 


  

	 	(c)	 Preservation of Collateral. Keep the Collateral in good order, condition and repair in all material respects, ordinary wear and tear
excepted; not use the Collateral in violation of the provisions of this Security Agreement or any other agreement relating to the Collateral or any policy insuring the Collateral or any applicable Requirement of Law; not permit any Collateral to be
or become a fixture to real property or an accession to other personal property unless the Canadian Agent has a valid, perfected and first priority security interest for the benefit of the Canadian Lenders in such real or personal property; and not,
without the prior written consent of the Canadian Agent, alter or remove any identifying symbol or number on its Equipment. 


  

	 	(d)	 Changes in Structure or Location. Not, without providing 30 days (or such shorter time period as the Canadian Agent may agree) prior written
notice to the Canadian Agent and without filing (or confirming that the Canadian Agent has filed) such financing statements and amendments to any previously filed financing statements as the Canadian Agent may require, (i) alter its legal
existence or, in one transaction or a series of transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets, (ii) change its state of incorporation or organization, or (iii) change its
registered legal name. 


  

	 	(e)	 Inspection. Allow the Canadian Agent or its representatives to visit and inspect the Collateral as set forth in Section 5.5 of
the Credit Agreement. 


  

	 	(f)	 Collateral Held by Warehouseman, Bailee, etc. If any Collateral with an aggregate book value in excess of US $1,000,000 (other
than Inventory consisting of goods in transit to a Credit Party or from a Credit Party to customers) is at any time in the possession or control of a warehouseman, bailee or any agent or processor of any Obligor, (i) notify the Canadian
Agent of such possession, (ii) notify such Person of the Canadian Agent’s security interest for the benefit of the Canadian Lenders in such Collateral, (iii) instruct such Person to hold all such Collateral for the Canadian
Agent’s account subject to the Canadian Agent’s instructions and (iv) use reasonable efforts to obtain an acknowledgment from such Person that it is holding such Collateral for the benefit of the Canadian Agent.



  

 7 









	 	(g)	 Covenants Relating to Inventory. 


  

	 	(i)	 Maintain, keep and preserve its Inventory in good salable condition at its own cost and expense. 


  

	 	(ii)	 Comply with all reporting requirements set forth in the Credit Agreement with respect to Inventory. 


  

	 	(iii)	 If any of the Inventory with a value in excess of $1,000,000 individually or in the aggregate is at any time evidenced by a document of title,
promptly notify the Canadian Agent thereof and, upon the request of the Canadian Agent, deliver such document of title to the Canadian Agent. 


  

	 	(h)	 Covenants Relating to Copyrights. 


  

	 	(i)	 Employ the Copyright for each material work with such notice of copyright as may be required by law to secure copyright protection.



  

	 	(ii)	 Not do any act or knowingly omit to do any act whereby any material Copyright may become invalidated and (A) not do any act, or knowingly omit
to do any act, whereby any material Copyright may become injected into the public domain; (B) notify the Canadian Agent immediately if it knows, or has reason to know, that any material Copyright could reasonably be expected to become injected
into the public domain or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court or tribunal in Canada or any other country) regarding
an Obligor’s ownership of any such Copyright or its validity; (C) take all necessary steps as it shall deem appropriate under the circumstances, to maintain and pursue each application (and to obtain the relevant registration) and to
maintain each registration of each Copyright owned by an Obligor including, without limitation, filing of applications for renewal where necessary; and (D) promptly notify the Canadian Agent of any material infringement of any material
Copyright of an Obligor of which it becomes aware and take such actions as it shall reasonably deem appropriate under the circumstances to protect such Copyright, including, where appropriate, the bringing of suit for infringement, seeking
injunctive relief and seeking to recover any and all damages for such infringement. 


  

	 	(iii)	 Not make any assignment or agreement in conflict with the security interest in the Copyrights of any Obligor hereunder.



  

	 	(i)	 Covenants Relating to Patents and Trademarks. 


  

	 	(i)	 (A) Continue to use each material Trademark in order to maintain such Trademark in full force free from any claim of abandonment for non-use, where
such continued use is reasonable in the Obligor’s judgment, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration,
(D) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Canadian Agent, for the ratable benefit of the Canadian Lenders, shall obtain a perfected security interest in such mark pursuant
to this



  

 8 









	 	 
Security Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated.



  

	 	(ii)	 Not do any act, or omit to do any act, whereby any material Patent may become abandoned or dedicated, unless such act or omission is reasonable in
the Obligor’s judgment. 


  

	 	(iii)	 Promptly notify the Canadian Agent if it knows, or has reason to know, that any application or registration relating to any material Patent or
Trademark may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the Canadian Intellectual Property Office
or any court or tribunal in any country) regarding any Obligor’s ownership of any such Patent or Trademark or its right to register the same or to keep, maintain and use the same. 


  

	 	(iv)	 Whenever any Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any
material Patent or Trademark with the Canadian Intellectual Property Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Canadian Agent and the Canadian
Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Canadian Agent, such Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the
Canadian Agent may request to evidence the Canadian Agent’s and the Canadian Lenders’ security interest in any material Patent or Trademark and the goodwill and the general intangibles of such Obligor relating thereto or represented
thereby. 


  

	 	(v)	 Take all reasonable and necessary steps, including, without limitation, in any proceeding before the Canadian Intellectual Property Office, or any
similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application, to obtain the relevant registration and to maintain each registration of the material Patents and Trademarks, including,
without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. 


  

	 	(vi)	 Promptly notify the Canadian Agent and the Canadian Lenders after it learns that any material Patent or Trademark included in the Collateral is
infringed, misappropriated or diluted by a third party if deemed reasonable by Obligor and promptly sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such
infringement, misappropriation or dilution, or take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. 


  

	 	(vii)	 Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of an Obligor hereunder.



  

 9 









	 	(j)	 New Patents, Copyrights and Trademarks. At the time of delivery of the quarterly financial statements of the Obligors to the Canadian Agent
pursuant to Section 5.1 of the Credit Agreement, provide the Canadian Agent with (i) a listing of all applications, if any, for new Copyrights, Patents or Trademarks (together with a listing of the issuance of registrations or
letters on present applications), which new applications and issued registrations or letters shall be subject to the terms and conditions hereunder, and (ii) (A) with respect to Copyrights, a duly executed and delivered notice of the grant
of the security interest in the Copyrights, (B) with respect to Patents, a duly executed and delivered notice of the grant of the security interest in the Patents, (C) with respect to Trademarks, a duly executed and delivered notice of the
grant of the security interest in the Trademarks or (D) such other duly executed and delivered documents as the Canadian Agent may request in a form acceptable to counsel for the Canadian Agent and suitable for recording to evidence the
security interest of the Canadian Agent on behalf of the Canadian Lenders in the Copyright, Patent or Trademark which is the subject of such new application. 


  

	 	(k)	 Status of Collateral as Personal Property. At all times maintain the Collateral as personal property and not affix any of the Collateral to
any real property in a manner which would change its nature from personal property to real property or a fixture. 


  

	 	(l)	 Regulatory Approvals. Promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications,
certificates, instruments, registration statements, and all other documents and papers the Canadian Agent may reasonably request and as may be required by law in connection with the obtaining of any Governmental Approval or the consent, approval,
registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default
shall have occurred and be continuing, each Obligor shall take any action which the Canadian Agent may reasonably request in order to transfer and assign to the Canadian Agent, or to such one or more third parties as the Canadian Agent may
designate, or to a combination of the foregoing, each Governmental Approval of the Obligors. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Canadian Agent is empowered to
request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of
seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to
authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if
required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate
application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Canadian Agent’s remedy at law for failure of such Obligor to
comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such
Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. 


  

 10 









	 	(m)	 Insurance. Insure, repair and replace the Collateral of each Obligor as set forth in the Credit Agreement. All proceeds derived from
insurance on the Collateral shall be subject to the security interest of the Canadian Agent hereunder. 


  

	6.	 Power of Attorney for Perfection of Liens. Each Obligor hereby irrevocably makes, constitutes and appoints the Canadian Agent, its nominee or
any other person whom the Canadian Agent may designate, as such Obligor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Obligor any financing statements, or amendments and supplements to financing
statements, continuation financing statements, notices or any similar documents which in the Canadian Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security
interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant
to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement, in each case to which an Obligor is a party, is in effect, and until all of the Commitments of the Canadian Lenders shall have been terminated. In the
event for any reason the law of any jurisdiction other than Ontario becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments
and to do all such other things as the Canadian Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Canadian Agent under the law of such other jurisdiction (and, if
such Obligor shall fail to do so promptly upon the request of the Canadian Agent, then the Canadian Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted hereinabove).



  

	7.	 License of Intellectual Property. The Obligors hereby assign, transfer and convey to the Canadian Agent, effective upon the occurrence of any
Event of Default, the nonexclusive right and license to use all Intellectual Property owned or used by the Obligors that relates to the Collateral and any other collateral granted by the Obligors as security for the Secured Obligations, together
with any goodwill associated therewith, all to the extent necessary to enable the Canadian Agent to use, possess and realize on the Collateral and to enable any successor or assign to enjoy the benefits of the Collateral. This right and license
shall inure to the benefit of all successors, assigns and transferees of the Canadian Agent and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of
foreclosure or otherwise. Such right and license is granted free of charge, without requirement that any monetary payment whatsoever be made to the Obligors. 


  

	8.	 Special Provisions Regarding Inventory. Notwithstanding anything to the contrary contained in this Security Agreement, each Obligor may,
unless and until an Event of Default occurs and is continuing and the Canadian Agent instructs such Obligor otherwise, without further consent or approval of the Canadian Agent, use, consume, sell, lease and exchange its Inventory in the ordinary
course of its business as presently conducted, whereupon, in the case of such a sale or exchange, the security interest created hereby in the Inventory so sold or exchanged (and in any Proceeds arising from such sale or exchange) shall cease
immediately without any further action on the part of the Canadian Agent. 


  

	9.	 Performance of Obligations; Advances by Canadian Agent. On failure of any Obligor to perform any of the covenants and agreements contained
herein and following the Canadian Agent’s request to so perform, the Canadian Agent may, at its sole option and in its sole discretion, perform or cause to be performed the same and in so doing may expend such sums as the



  

 11 









	 	 
Canadian Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a
release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Canadian Agent may make for the protection of the security interest hereof or may be compelled to make by operation of
law. All such sums and amounts so expended shall be repayable by the Obligors promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at
the default rate as set forth in Section 2.6 of the Credit Agreement. No such performance of any covenant or agreement by the Canadian Agent on behalf of any Obligor, and no such advance or expenditure therefor, shall relieve such
Obligor of any default under the terms of this Security Agreement, the other Credit Documents or any Secured Hedging Agreement. The Canadian Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured
from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the
extent such payment is being contested in good faith by an Obligor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP. 


  

	10.	 Events of Default. The occurrence of an event which under the Credit Agreement would constitute an Event of Default shall be an event of
default hereunder (an “Event of Default”). 


  

	11.	 Remedies. 


  

	 	(a)	 General Remedies. Upon the occurrence of an Event of Default and during continuation thereof, the Canadian Agent and the Canadian Lenders
shall have, in addition to the rights and remedies provided herein, in the Credit Documents or any Secured Hedging Agreement to which an Obligor is a party, or by law (including, but not limited to, levy of attachment, garnishment and the rights and
remedies set forth in the Personal Property Security Act or similar legislation of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the PPSA (regardless of whether the PPSA is the law of the
jurisdiction where the rights and remedies are asserted and regardless of whether the PPSA applies to the affected Collateral), and further, the Canadian Agent may, with or without judicial process or the aid and assistance of others, subject to
applicable law, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by any Obligor, take possession of the Collateral, (ii) dispose of any Collateral on any such premises,
(iii) require any Obligor to assemble and make available to the Canadian Agent at the expense of such Obligor any Collateral at any place and time designated by the Canadian Agent which is reasonably convenient to both parties, (iv) remove
any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Obligors hereby waives to the
fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices
and upon such terms as the Canadian Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Neither the Canadian Agent’s compliance with any applicable provincial, territorial or federal law in the
conduct of such sale, nor its disclaimer of any warranties relating to the Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. In addition to all other sums due the Canadian Agent and the Canadian Lenders
with respect to the Secured Obligations, each Obligor shall pay the Canadian Agent and each of the



  

 12 









	 	 
Canadian Lenders all reasonable documented costs and expenses incurred by the Canadian Agent or any such Canadian Lender, including, but not limited to, reasonable legal fees and court costs, in
obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Canadian Agent or the Canadian Lenders or such Obligor concerning any matter
arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to proceedings under the BIA or CCAA. To the extent the
rights of notice cannot be legally waived hereunder, each Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to such Obligor in accordance with the notice
provisions of Section 9.2 of the Credit Agreement at least 10 days before the time of sale or other event giving rise to the requirement of such notice. The Canadian Agent and the Canadian Lenders shall not be obligated to make any sale
or other disposition of the Collateral regardless of notice having been given. To the extent permitted by law, any Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each Obligor hereby waives all of its rights of
redemption with respect to any such sale. Subject to the provisions of applicable law, the Canadian Agent and the Canadian Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time
and place of such sale, and such sale may, without further notice, to the extent permitted by law, be made at the time and place to which the sale was postponed, or the Canadian Agent and the Canadian Lenders may further postpone such sale by
announcement made at such time and place. 


  

	 	(b)	 Access. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the
Canadian Agent shall have the right to enter and remain upon the various premises of the Obligors without cost or charge to the Canadian Agent, and use the same, together with materials, supplies, books and records of the Obligors for the purpose of
collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Canadian Agent may remove Collateral, or any part thereof, from such
premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral. If the Canadian Agent exercises its right to take possession of the Collateral, each Obligor shall also at its expense perform any and
all other steps reasonably requested by the Canadian Agent to preserve and protect the security interest hereby granted in the Collateral, such as placing and maintaining signs indicating the security interest of the Canadian Agent, appointing
overseers for the Collateral and maintaining inventory records. 


  

	 	(c)	 Nonexclusive Nature of Remedies. Failure by the Canadian Agent or the Canadian Lenders to exercise any right, remedy or option under this
Security Agreement, any other Credit Document, any Secured Hedging Agreement to which an Obligor is a party or as provided by law, or any delay by the Canadian Agent or the Canadian Lenders in exercising the same, shall not operate as a waiver of
any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the
Canadian Agent or the Canadian Lenders shall only be granted as provided herein. To the extent permitted by law, neither the Canadian Agent, the Canadian Lenders, nor any party acting as attorney for the Canadian Agent or the Canadian Lenders, shall
be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct



  

 13 









	 	 
hereunder. The rights and remedies of the Canadian Agent and the Canadian Lenders under this Security Agreement shall be cumulative and not exclusive of any other right or remedy which the
Canadian Agent or the Canadian Lenders may have. 


  

	 	(d)	 Retention of Collateral. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the
continuation thereof, the Canadian Agent may, after providing the notices required by the PPSA or otherwise complying with the notice requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Collateral
in satisfaction of the Secured Obligations. Unless and until the Canadian Agent shall have provided such notices, however, the Canadian Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any
reason. 


  

	 	(e)	 Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Canadian
Agent or the Canadian Lenders are legally entitled, the Obligors shall be liable for the deficiency, together with interest thereon at the default rate as set forth in Section 2.8 of the Credit Agreement, together with the costs of
collection and the reasonable fees of any attorneys employed by the Canadian Agent to collect such deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Obligors or to
whomsoever a court of competent jurisdiction shall determine to be entitled thereto. 


  

	 	(f)	 Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral
(including, without limitation, real and other personal property and securities owned by an Obligor), or by a guarantee, endorsement or property of any other Person, then the Canadian Agent shall have the right to proceed against such other
property, guarantee or endorsement upon the occurrence and during the continuation of any Event of Default, and the Canadian Agent shall have the right, in its sole discretion, to determine which rights, security, Liens, security interests or
remedies the Canadian Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or any of the Canadian Agent’s rights or the Secured Obligations under
this Security Agreement, under any other of the Credit Documents or under any Secured Hedging Agreement. 


  

	 	(g)	 Right to Appoint a Receiver. Canadian Agent may appoint or reappoint by instrument in writing, any person or persons, whether an officer or
officers or any employee or employees of Canadian Agent or not, to be a receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and manager) of any Collateral of the Obligor (including
any interest, income or profits therefrom) and may remove any Receiver so appointed and appoint another in his/her stead. Any such Receiver shall, so far as concerns responsibility for his/her acts, be deemed the agent of the Obligor and not
Canadian Agent, and Canadian Agent shall not be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, his/her servants, agents or employees. Subject to the provisions of the instrument appointing
him/her, any such Receiver shall have power to take possession of Collateral, to preserve Collateral or its value, to carry on or concur in carrying on all or any part of the business of the Obligor and to sell, lease, license or otherwise dispose
of or concur in selling, leasing, licensing or otherwise disposing of Collateral. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including the Obligor, enter upon, use and occupy all premises owned or
occupied by the Obligor wherein Collateral may be situate, maintain Collateral upon such premises, borrow



  

 14 









	 	 
money on a secured or unsecured basis and use Collateral directly in carrying on the Obligor’s business or as security for loans or advances to enable the Receiver to carry on Obligor’s
business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by the Canadian Agent, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in
trust for and paid over to the Canadian Agent. Every such Receiver may, in the discretion of the Canadian Agent, be vested with all or any of the rights and powers of the Canadian Agent. The Canadian Agent, may, either directly or through its agents
or nominees, exercise any or all powers and rights given to a Receiver by virtue of the foregoing provisions of this paragraph. 


  

	12.	 Rights of the Canadian Agent. 


  

	 	(a)	 Power of Attorney. In addition to other powers of attorney contained herein, each Obligor hereby designates and appoints the Canadian Agent,
on behalf of the Canadian Lenders, and each of its designees or agents, as attorney-in-fact of such Obligor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the
continuation of an Event of Default: 


  

	 	(i)	 to demand, collect, settle, compromise, adjust and give discharges and releases concerning the Collateral of such Obligor, all as the Canadian Agent
may reasonably determine in respect of such Collateral; 


  

	 	(ii)	 to commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in respect thereof;



  

	 	(iii)	 to defend, settle, adjust or compromise any action, suit or proceeding brought with respect to the Collateral and, in connection therewith, give
such discharge or release as the Canadian Agent may deem reasonably appropriate; 


  

	 	(iv)	 following acceleration of the Loans pursuant to Section 7.2 of the Credit Agreement, to receive, open and dispose of mail addressed to
an Obligor and reasonably believed by the Canadian Agent to be related to the Collateral; 


  

	 	(v)	 to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or
services which have given rise thereto, as fully and completely as though the Canadian Agent were the absolute owner thereof for all purposes; 


  

	 	(vi)	 to adjust and settle claims under any insurance policy relating to the Collateral; 


  

	 	(vii)	 to execute and deliver and/or file all assignments, conveyances, statements, financing statements, continuation financing statements, security
agreements, affidavits, notices and other agreements, instruments and documents that the Canadian Agent may determine necessary in order to perfect and maintain the security interests and Liens granted in this Security Agreement and in order to
fully consummate all of the transactions contemplated herein; 


  

	 	(viii)	 to institute any foreclosure proceedings that the Canadian Agent may deem appropriate; 


  

 15 









	 	(ix)	 to execute any document or instrument, and to take any action, necessary under applicable law in order for the Canadian Agent to exercise its rights
and remedies (or to be able to exercise its rights and remedies at some future date) with respect to any Account of any Obligor where the account debtor is a Governmental Authority; and 


  

	 	(x)	 to do and perform all such other acts and things as the Canadian Agent may reasonably deem to be necessary, proper or convenient in connection with
the Collateral. 


 This power of attorney is a power coupled with an interest and shall be irrevocable for so
long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement to which
an Obligor is a party is in effect, and until all of the Commitments shall have been terminated. The Canadian Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or
implicitly granted to the Canadian Agent in this Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Canadian Agent shall not be liable for any act or omission or for any error of judgment or any
mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Canadian Agent solely to protect,
preserve and realize upon its security interest in the Collateral. 
  

	 	(b)	 Assignment by the Canadian Agent. The Canadian Agent may from time to time assign the Secured Obligations or any portion thereof and/or the
Collateral or any portion thereof to a successor Canadian Agent, and the assignee shall be entitled to all of the rights and remedies of the Canadian Agent under this Security Agreement in relation thereto. 


  

	 	(c)	 The Canadian Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being
held by the Canadian Agent hereunder, the Canadian Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Obligors shall be responsible for preservation of all rights in the Collateral,
and the Canadian Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Obligors. The Canadian Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Canadian Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent
agent in the industry, it being understood that the Canadian Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of
Collateral pursuant to Section 11 hereof, the Canadian Agent shall have no obligation to clean-up, repair or otherwise prepare the Collateral for sale. 


  

	13.	 Application of Proceeds. After the exercise of remedies by the Canadian Agent or the Canadian Lenders hereunder or pursuant to
Article VII of the Credit Agreement (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in
accordance with the terms of such Section), any proceeds of the Collateral, when received by the Canadian Agent, any of the Canadian Lenders or any Hedging Agreement Provider in cash or its equivalent, will be



  

 16 









	 	 
applied in reduction of the Secured Obligations in the order set forth in Section 2.13(c) of the Credit Agreement, and each Obligor irrevocably waives the right to direct the
application of such payments and proceeds and acknowledges and agrees that the Canadian Agent shall have the continuing and exclusive right to apply and reapply any and all such proceeds in the Canadian Agent’s sole discretion, notwithstanding
any entry to the contrary upon any of its books and records. 


  

	14.	 Costs of Counsel. If at any time hereafter, whether upon the occurrence of an Event of Default or not, the Canadian Agent employs counsel to
prepare or consider amendments, waivers or consents with respect to this Security Agreement, or to take action or make a response in or with respect to any legal or arbitral proceeding relating to this Security Agreement or relating to the
Collateral, or to protect the Collateral or exercise any rights or remedies under this Security Agreement or with respect to the Collateral, then each Obligor agrees to promptly pay upon demand any and all such reasonable documented costs and
expenses of the Canadian Agent, all of which costs and expenses shall constitute Secured Obligations hereunder. 


  

	15.	 Payments. Any payment required to be made by any Obligor to the Canadian Agent and/or the Canadian Lenders pursuant to the terms of this
Security Agreement shall be paid in the lawful currency of Canada. 


  

	16.	 Continuing Agreement. 


  

	 	(a)	 This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured
Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document or Secured Hedging Agreement is in effect, and until all of the
Commitments shall have been terminated. Upon such payment and termination, this Security Agreement shall be automatically terminated and the Canadian Agent and the Canadian Lenders shall, upon the request and at the expense of the Obligors,
forthwith release all of the Liens and security interests granted hereunder and shall execute and/or deliver all PPSA termination statements and/or other documents reasonably requested by the Obligors evidencing such termination. Notwithstanding the
foregoing all releases and indemnities provided hereunder shall survive termination of this Security Agreement. 


  

	 	(b)	 This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in
part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Canadian Agent or any Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though
such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees
and disbursements) incurred by the Canadian Agent or any Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations. 


  

	17.	 Amendments; Waivers; Modifications. This Security Agreement and the provisions hereof may not be amended, waived, modified, changed,
discharged or terminated except as set forth in Section 9.1 of the Credit Agreement. 


  

 17 









	18.	 Successors in Interest. This Security Agreement shall create a continuing security interest in the Collateral and shall be binding upon each
Obligor, its successors and assigns and shall inure, together with the rights and remedies of the Canadian Agent and the Canadian Lenders hereunder, to the benefit of the Canadian Agent and the Canadian Lenders and their successors and permitted
assigns; provided, however, that such Obligor may not assign its rights or delegate its duties hereunder without the prior written consent of each Lender or the Required Lenders, as required by the Credit Agreement. To the fullest extent permitted
by law, each Obligor hereby releases the Canadian Agent and each Canadian Lender, each of their respective officers, employees and agents and each of their respective successors and assigns, from any liability for any act or omission relating to
this Security Agreement or the Collateral, except for any liability arising from the gross negligence or willful misconduct of the Canadian Agent or such Canadian Lender or their respective officers, employees and agents, in each case as determined
by a court of competent jurisdiction. 


  

	19.	 Notices. All notices required or permitted to be given under this Security Agreement shall be in conformance with Section 9.2 of
the Credit Agreement and, with respect to any notice given by any Obligor, copies shall be delivered to each of the Canadian Agent and the Administrative Agent. 


  

	20.	 Counterparts. This Security Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be
an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Security Agreement to produce or account for more than one such counterpart. 


  

	21.	 Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning,
construction or interpretation of any provision of this Security Agreement. 


  

	22.	 Governing Law; Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. The terms of
Sections 9.14 and 9.17, as applicable, of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 


  

	23.	 Severability. If any provision of this Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 


  

	24.	 Other Agreements. This Security Agreement is given in accordance with the terms and provisions of the Credit Agreement. If a conflict or
inconsistency exists between a provision of this Security Agreement and a provision of the Credit Agreement, then the provisions of the Credit Agreement shall prevail. Notwithstanding the foregoing, if there is any right or remedy set out in this
Security Agreement or any part thereof which is not set out or provided for in the Credit Agreement, such additional right or remedy shall not constitute a conflict or inconsistency. 


  

	25.	 Entirety. This Security Agreement, the other Credit Documents and the Secured Hedging Agreements to which an Obligor is a party represent the
entire agreement of the parties hereto and



  

 18 









	 	 
thereto, and supersede and cancel all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to this Security Agreement, the
other Credit Documents, the Secured Hedging Agreements or the transactions contemplated herein and therein. Notwithstanding the foregoing, this Security Agreement does not supersede or cancel but rather supplements and is in addition to that certain
Security Agreement dated as of June 6, 2005, as amended or modified, among the Canadian Borrower, each of the subsidiaries of the Canadian Borrower party thereto and the Canadian Agent. 


  

	26.	 Survival. All representations and warranties of each Obligor hereunder shall survive the execution and delivery of this Security Agreement,
the other Credit Documents and the Secured Hedging Agreements, the delivery of the Notes and the making of the Loans and the acceptance of Banker’s Acceptances under the Credit Agreement. 


  

	27.	 Joint and Several Obligations of Obligors. 


  


	 	(a)	 Each of the Obligors is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the
Canadian Lenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Obligors and in consideration of the undertakings of each of the Obligors to accept joint and several liability for the obligations of each
of them. 


  

	 	(b)	 Each of the Obligors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and
several liability with the other Obligors with respect to the payment and performance of all of the Secured Obligations arising under this Security Agreement, the other Credit Documents and the Secured Hedging Agreements, it being the intention of
the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Obligors without preferences or distinction among them. 


  

	 	(c)	 Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of an Obligor
would either breach any applicable law, including without limitation the Companies Act (Quebec) or shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of the provisions of the Companies Act
(Quebec) or any other applicable state, provincial or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Obligor hereunder shall be limited to the maximum amount that is permissible under or would not
otherwise breach applicable law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code and the Companies Act (Quebec)). 


  

	28.	 Rights of Required Canadian Lenders. Subject to the terms of the Credit Agreement, all rights of the Canadian Agent hereunder, if not
exercised by the Canadian Agent, may be exercised by the Required Canadian Lenders. 


  

 19 








 The Obligors have caused a counterpart of this Security Agreement to be duly
executed and delivered as of the date first above written. 
  

					
	CANADIAN BORROWER:	 		 	
		 	 ROCK-TENN COMPANY OF CANADA

		
		 	 By:                                       
                             

		 		 	 Name:

		 		 	 Title:

			
	CANADIAN GUARANTORS:	 		 	
		 	 ROCK-TENN COMPANY OF CANADA III, a Nova Scotia
unlimited liability
company

		 	 LING INDUSTRIES INC., a company existing under the
Companies Act
(Quebec)

		 	 ROCK-TENN COMPANY OF CANADA II, a Nova Scotia
unlimited liability
company

		 	 GROUPE CARTEM WILCO INC., a company existing under
the Companies Act (Quebec)


		 	 WILCO INC., a company existing under the Companies
Act
(Quebec)

		 	 LING QUEBEC INC., a company existing under the Companies
Act
Quebec)

		 	 ALLIANCE DISPLAY COMPANY OF CANADA, a Nova
Scotia unlimited liability
company

		
		 	 By:                                       
                             

		 	 Name:
	 	
		 	 Title:
	 	

  

 20 








 Accepted and agreed to as of the date first above written. 
  

					
		 	 BANK OF AMERICA, N.A.,
	 	
		 	 acting through its Canada Branch
	 	
			
		 	 By:                                       
                             
	 	
		 	 Name:                                      
                         
	 	
		 	 Title:                                      
                           
	 	








 SCHEDULE 5(a)-1 
 NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS 
 Canadian Intellectual
Property Office 
 Ladies and Gentlemen: 
 Please be advised that pursuant to the Security Agreement dated as of March __, 2008 (as the same may be amended, modified, extended or restated from time to time, the
“Security Agreement”) by and among the Obligors party thereto and Bank of America, N.A., acting through its Canadian Branch, as Canada Agent (the “Canadian Agent”) for the lenders referenced therein (the
“Canadian Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the copyrights and copyright applications shown below to the Canadian Agent for the ratable benefit of the Canadian
Lenders: 
 COPYRIGHTS 
  

					
	 Copyright No.
	 	 Description of Copyright    
	 	 Date of Copyright


 COPYRIGHT APPLICATIONS 
  

					
	 Copyright Application No.
	 	 Description of
Copyright            
 Applied
For                        
	 	 Date of Copyright
 Application        


 The undersigned Obligor and the Canadian Agent, on behalf of the
Canadian Lenders, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be
construed as an assignment of any copyright or copyright application. 
  

					
	   Very truly yours,
	 		 	
			
	   Witnessed by:
	 		 	
			
	  
	 		 	  

	   [Witness]
	 		 	   [Obligor]

	   By:
	 		 	   By:

	   Name:
	 		 	   Name:

	   Title:
	 		 	   Title:










	
	 Acknowledged and Accepted:

	
	 BANK OF AMERICA, N.A.,
 acting through its Canada Branch

	
	 By:                                       
                             

	 Name:                                      
                         

	 Title:                                      
                           


  

 2 








 SCHEDULE 5(a)-2 
 NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS 
 Canadian Intellectual Property Office 
 Ladies and Gentlemen: 
 Please be advised that pursuant to the Security Agreement dated as of March     , 2008 (the
“Security Agreement”) by and among the Obligors party thereto and Bank of America, N.A., acting through its Canada Branch, as Canadian Agent (the “Canadian Agent”) for the lenders referenced therein (the
“Canadian Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the patents and patent applications shown below to the Canadian Agent for the ratable benefit of the Canadian
Lenders: 
 PATENTS 
  

					
	Patent No.	 	             Description of Patent
	 	Date of Patent

 PATENT APPLICATIONS 
  

					
	 Patent Application No.
	 	             Description of Patent
             Applied For
	 	 Date of Patent
 Application      


 The undersigned Obligor and the Canadian Agent, on behalf of the
Canadian Lenders, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as
an assignment of any patent or patent application. 
  

					
		 		 	   Very truly yours,

			
	   Witnessed by:
	 		 	
			
	  
	 		 	  

	   [Witness]
	 		 	   [Obligor]

	   By:                  
	 		 	   By:                  

	   Name:             
	 		 	   Name:             

	   Title:               
	 		 	   Title:               










	
	 Acknowledged and Accepted:

	
	 BANK OF AMERICA, N.A.,
 acting through its Canada Branch

	
	 By:                                       
                             

	 Name:                                      
                         

	 Title:                                      
                           


  

 2 








 SCHEDULE 5(a)-3 
 NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS 
 Canadian
Intellectual Property Office 
 Ladies and Gentlemen: 
 Please be advised that pursuant to the Security Agreement dated as of March     , 2008 (the “Security Agreement”) by and among the
Obligors party thereto and Bank of America, N.A., acting through its Canada Branch, as Canadian Agent (the “Canadian Agent”) for the lenders referenced therein (the “Canadian Lenders”), the undersigned Obligor has
granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications shown below to the Canadian Agent for the ratable benefit of the Canadian Lenders: 
 TRADEMARKS 
  

					
	Trademark No.	 	 Description of Trademark
	 	Date of Trademark

 TRADEMARK APPLICATIONS 
  

					
	 Trademark Application No.
	 	 Description of Trademark
 Applied For
	 	 Date of Trademark        
 Application                


 The undersigned Obligor and the Canadian Agent, on behalf of the
Canadian Lenders, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be
construed as an assignment of any trademark or trademark application. 
  

					
		 		 	   Very truly yours,

			
	   Witnessed by:
	 		 	
			
	  
	 		 	  

	   [Witness]
	 		 	   [Obligor]

	   By:                  
	 		 	   By:                  

	   Name:             
	 		 	   Name:             

	   Title:               
	 		 	   Title:               










	
	 Acknowledged and Accepted:

	
	 BANK OF AMERICA, N.A.,

	 ACTING THROUGH ITS CANADA BRANCH,
 as Canadian Agent

	
	 By:                                       
                             

	 Name:                                      
                         

	 Title:                                      
                           


  

 2