Exhibit 10.1




Exhibit 10.1


First Amendment to 
Sixth Amended and Restated Credit and Security Agreement
This FIRST AMENDMENT dated as of March 27, 2015 (this “Amendment”) to the Sixth Amended and Restated Credit and Security Agreement, dated as of September 15, 2014, by and among Rock-Tenn Financial, Inc., as borrower, Rock-Tenn Converting Company, as initial servicer, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch (“Rabobank”), in its capacity as administrative agent for the Lenders thereunder (together with its successors and assigns thereunder, the “Administrative Agent”) and in its capacity as funding agent for the Co-Agents and the Lenders or any successor funding agent thereunder (together with its successors and assigns thereunder, the “Funding Agent” collectively with the Administrative Agent and the Co-Agents, the “Agents”), and the Lenders and the Co-Agents from time to time party thereto, is entered into by the parties to the Existing Credit Agreement.
Unless otherwise indicated, capitalized terms used in this Amendment are used with the meanings attributed thereto in the Existing CSA.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend certain provisions of the Existing CSA.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows:
1.    Amendments.
		
	(a)
	Section 9.1 of the Original Agreement shall be hereby amended by inserting the following clause (s) at the end thereof:




“(s) On or after the Legal Final Maturity Date, the Aggregate Principal is greater than zero.” 


		
	(b)
	Exhibit I to the Original Agreement shall be hereby amended by inserting a new definition of “Legal Final Maturity Date” in its proper alphabetical location, as follows:




“Legal Final Maturity Date” means the date occurring one-hundred and fifty (150) calendar days after the Scheduled Termination Date.”


2.    Representations.
2.1.    Each of the Loan Parties represents and warrants to the Agents and Lenders that it has duly authorized, executed and delivered this Amendment and that this Amendment constitutes, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability).





2.2.    Each of the Loan Parties further represents and warrants to the Agents and the Lenders that, as of the date hereof and as of the Effective Date (as defined below), each of its representations and warranties set forth in Section 5.1 of the Existing CSA is true and correct as though made on and as of such date and that no event has occurred and is continuing that will constitute an Amortization Event or Unmatured Amortization Event.
3.    Conditions Precedent.  This Amendment shall become effective as of the date first above written (the “Effective Date”) upon satisfaction of the following conditions precedent:
3.1    the Administrative Agent shall have received a counterpart hereof duly executed by the Borrower, the Servicer and each of the Committed Lenders that together constitute the Required Committed Lenders, and acknowledged by the Performance Guarantor in the space provided; and
4.    Miscellaneous.
4.1.    Except as expressly amended hereby, the Existing CSA shall remain unaltered and in full force and effect, and each of the parties hereto hereby ratifies and confirms the CSA and each of the other Transaction Documents (as defined in the CSA) to which it is a party.
4.2.    THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.
4.3.    EACH OF THE PARTIES TO THIS AMENDMENT HEREBY ACKNOWLEDGES AND AGREES THAT IT IRREVOCABLY SUBMITS TO THE NON EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AMENDMENT AND IT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY OF PARENT, THE ORIGINATORS AND THE LOAN PARTIES IN THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY ANY OF PARENT, THE ORIGINATORS AND THE LOAN PARTIES AGAINST ANY AGENT OR ANY LENDER OR ANY AFFILIATE OF ANY AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT OR ANY DOCUMENT EXECUTED BY SUCH PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN THE STATE OF NEW YORK.

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4.4.    This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment
4.5    The Borrower agrees to pay to the Administrative Agent’s counsel the reasonable fees and disbursements incurred by such counsel in connection with this Amendment and the Fee Letter not later than five (5) Business Days following receipt of the related invoice.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


ROCK-TENN CONVERTING COMPANY,
As Servicer


		
	By:
	                  /s/  Ward H. Dickson                           


  Name:    Ward H. Dickson 
  Title:    EVP & CFO






ROCK-TENN FINANCIAL, INC.,
As Borrower




		
	By:
	                  /s/  Chad T. Payne                                


  Name:       Chad T. Payne
  Title:       Treasurer



















COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH, as Administrative Agent, as Funding Agent and as a Co-Agent 






By:    /s/    Stephen G. Adams        
Name:    Stephen G. Adams
Title:    Managing Director






By:    /s/    Martin Snyder            
Name:    Martin Snyder
Title:            VP











COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, as a Committed Lender






By:    /s/    Evan Guell            
Name:    Evan Guell
Title:






By:    /s/    M. M. Roddenhof        
Name:    M. M. Roddenhof
Title:    









TD BANK, N.A., 
as a Co-Agent and as a Committed Lender 






By:     /s/    Marla Willner        
Name:          Marla Willner
Title:              Senior Vice President







ROYAL BANK OF CANADA, as a Co-Agent and as a Committed Lender




By :     /s/    Veronica L. Gallagher         
        Name :    Veronica L. Gallagher
        Title:    Authorized Signatory





















THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Co-Agent




By:     /s/    Richard Gregory Hurst    
       Name:    Richard Gregory Hurst
       Title:    Managing Director






THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Committed Lender




By:     /s/    R. Murmick            
       Name:     R. Murmick
       Title:    Director















SMBC NIKKO SECURITIES AMERICA, INC., as a Co-Agent




By:     /s/    Yukimi Komno        
       Name:    Yukimi Komno
       Title:    Executive Director






SUMITOMO MITSUI BANKING CORPORATION, 
as a Committed Lender




By:     /s/    James D. Weinstein        
       Name:    James D. Weinstein
       Title:    Managing Director















FIFTH THIRD BANK, as a Co-Agent and as a Committed Lender




By:     /s/    Kevin Gusweiler        
       Name:    Kevin Gusweiler
       Title:    Officer







SUNTRUST BANK, as a Co-Agent and as a Committed Lender




By:     /s/    David Hufnagel            
       Name:    David Hufnagel
       Title:    Vice President







PNC BANK, N.A.,
as a Co-Agent and as a Committed Lender




By:     /s/    Mark Falcione            
       Name:    Mark Falcione
       Title:    Executive Vice President

















THE BANK OF NOVA SCOTIA,
as a Co-Agent and as a Committed Lender




By:     /s/    Paula Czach                
       Name:    Paula Czach
       Title:    Managing Director & Execution Head

















Acknowledged and Agreed:


ROCK-TENN COMPANY,
as Performance Guarantor




		
	By:
	    /s/    John Stakel    


       Name:         John Stakel
       Title:        SVP and Treasurer