EX-10.1 2ND AMENDED/RESTATED CREDIT & SEC. AGRMT



 





Exhibit 10.1




THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT




          THIS AMENDMENT (this “Amendment") is entered into as of November 16, 2007, by and among:





     (a) Rock-Tenn Financial, Inc., a Delaware corporation (“Borrower"),




     (b) Rock-Tenn Converting Company, a Georgia corporation (“Converting"), as
initial Servicer (the Servicer together with Borrower, the “Loan Parties” and each,
a “Loan Party"),




     (c) Variable Funding Capital Company LLC, a Delaware limited liability company,
as assignee of Blue Ridge Asset Funding Corporation (“VFCC” or a “Conduit"), and
Wachovia Bank, National Association, in its capacity as liquidity provider to VFCC
(together with its successor, “Wachovia” and together with VFCC, the “VFCC Group” or
a “Conduit Group"),




     (d) Three Pillars Funding LLC, a Delaware limited liability company (“TPF” or a
“Conduit"), and SunTrust Bank, in its capacity as liquidity provider to TPF
(together with its successor, “SunTrust” and together with TPF, the “TPF Group” or a
“Conduit Group"),




     (e) Wachovia Bank, National Association, in its capacity as agent for the VFCC
Group (together with its successors and assigns in such capacity, the “VFCC Agent”
or a “Co-Agent"), and SunTrust Robinson Humphrey, Inc. (f/k/a SunTrust Capital
Markets, Inc.), in its capacity as agent for the TPF Group (together with its
successors and assigns in such capacity, the “TPF Agent” or a “Co-Agent"), and




     (f) Wachovia Bank, National Association, in it capacity as administrative agent
for the Lenders hereunder or any successor administrative agent hereunder (together
with its successors and assigns hereunder, the “Administrative Agent” and together
with the Co-Agents, the “Agents"),


with respect to that certain Amended and Restated Credit and Security Agreement dated as of
September 30, 2005, by and among the parties, as amended (the “Existing Agreement"). The Existing
Agreement as amended hereby is sometimes hereinafter referred to as the “Agreement.”




          Unless otherwise indicated, capitalized terms used in this Amendment are used with the
meanings attributed thereto in the Existing Agreement.




W I T N E S S E T H :





     WHEREAS, the parties wish to modify the Existing Agreement as hereinafter set
forth;



          NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
the parties hereto hereby agree as follows:




 









 








          1. Amendments to Existing Agreement. Subject to the terms and conditions hereinafter
set forth, the parties hereby agree as follows:




          1.1. The definitions of the following terms in Exhibit I to the Existing Agreement are hereby
amended and restated in their entirety to read, respectively, as follows:





     “Aggregate Commitment” means, on any date of determination, the aggregate
amount of the Liquidity Banks’ Commitments to make Loans hereunder. As of the date
hereof, the Aggregate Commitment is $110,000,000.




     “Excess Terms Allowance” means the excess, if any, of the aggregate Outstanding
Balance of all Eligible Receivables which by its terms are due and payable greater
than 60 days from the original invoice date thereof that exceeds 2.5% of the
Outstanding Balance of all Eligible Receivables.




     “Foreign Receivable Excess” means the excess, if any, of the aggregate
Outstanding Balance of all Eligible Foreign Receivables over 1.5% of the Outstanding
Balance of all Eligible Receivables.




     “Obligor Concentration Limit” means, at any time, in relation to the aggregate
Outstanding Balance of Receivables owed by any single Obligor and its Affiliates (if
any), the applicable concentration limit shall be determined as follows for Obligors
who have short term unsecured debt ratings currently assigned to them by S&P and
Moody’s (or in the absence thereof, the equivalent long term unsecured senior debt
ratings), the applicable concentration limit shall be determined according to the
following table:



	 	 	 	 	 
	 	 	 	 	Allowable % of
	S&P Rating	 	Moody’s Rating	 	Eligible Receivables
	A-1+
	 	P-1	 	10%
	A-1
	 	P-1	 	8%
	A-2
	 	P-2	 	7%
	A-3
	 	P-3	 	3%
	Below A-3 or Not Rated
by either S&P or Moody’s
	 	Below P-3 or Not Rated by
either S&P or Moody’s	 	2.5%







; provided, however, that (a) if any Obligor has a split rating, the applicable
rating will be the lower of the two, (b) if any Obligor is not rated by either S&P
or Moody’s, the applicable Obligor Concentration Limit shall be the one set forth in
the last line of the table above, and (c) subject to satisfaction of the Rating
Agency Condition and/or an increase in the percentage set forth in clause
(a)(i) of the definition of “Required Reserve,” upon Borrower’s request from time to
time, the Administrative Agent may agree to a higher percentage of Eligible
Receivables for a particular Obligor and its Affiliates (each such higher
percentage, a “Special Concentration Limit”), it being understood that any Special
Concentration Limit may be cancelled by the Administrative Agent upon not less than
five (5) Business Days’ written notice to the Loan Parties.



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     “Required Reserve Factor Floor” means, for any Calculation Period, the sum
(expressed as a percentage) of (a) 19% plus (b) the product of the Adjusted Dilution
Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding
Cut-Off Date.



          1.2. Schedule A to the Existing Agreement are hereby amended and restated in its entirety to
read as set forth in Schedule A hereto.




          2. Conditions Precedent. This Amendment shall become effective as of the date first
above written upon (a) receipt by the Administrative Agent of a counterpart hereof duly executed by
each of the parties hereto, (b) receipt by the Administrative Agent of a counterpart of a third
amendment and restatement of the Fee Letter, duly executed by each of the parties thereto, and (c)
receipt by the Administrative Agent of a counterpart of an amended and restated administrative
agent’s fee letter with the Borrower and the Parent, duly executed by the parties thereto, and of
payment in immediately available funds of all fees required to be paid thereunder on the date
hereof.




          3. Miscellaneous.




          3.1. Except as expressly amended hereby, the Existing Agreement shall remain unaltered and in
full force and effect, and each of the parties hereby ratifies and confirms each of the Transaction
Documents to which it is a party.




          3.2. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF GEORGIA WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.




          3.3. EACH OF THE COMPANIES HEREBY ACKNOWLEDGES AND AGREES THAT:




          3.3.1. IT IRREVOCABLY (i) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION, FIRST, OF ANY
UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY
GEORGIA STATE COURT, IN EITHER CASE SITTING IN FULTON COUNTY, GEORGIA, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENTS, AND (ii) WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
AN ACTION OR PROCEEDING IN SUCH COURTS.




          3.3.2. TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE
JURISDICTION OF ANY COURT OR
FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR
ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER OR IN CONNECTION WITH THE EXISTING AGREEMENT (OR EXISTING AGREEMENTS) TO WHICH IT IS
A PARTY.




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          3.4. 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.




<Signature pages follow>




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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.




ROCK-TENN FINANCIAL, INC., as Borrower




	 	 	 	 	 
	By: 

Name:

	 	/s/ Bradley W. Prince
 

Bradley W. Prince
	 	  
	Title:

	 	Treasurer	 	 






ROCK-TENN CONVERTING COMPANY, as Servicer




	 	 	 	 	 
	By: 

Name:

	 	/s/ Gregory L. King
 

Gregory L. King
	 	  
	Title:

	 	Vice President Risk Management, Treasurer and Assistant Secretary	 	 






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VARIABLE FUNDING CAPITAL COMPANY LLC




BY: WACHOVIA CAPITAL MARKETS, LLC, ITS ATTORNEY-IN-FACT




	 	 	 	 	 
	By:

	 	/s/ Douglas R. Wilson, Sr.
 

Name: Douglas R. Wilson
	 	  
	 

	 	Title: Director	 	 







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WACHOVIA BANK, NATIONAL ASSOCIATION, as VFCC Agent, a Liquidity Bank and as Administrative
Agent




	 	 	 	 	 
	By:

	 	/s/ Elizabeth R. Wagner
	 	 
	 

	 	 	 	 
	Name:

	 	Elizabeth R. Wagner	 	 
	Title:

	 	Managing Director	 	 






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	THREE PILLARS FUNDING LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Doris J. Hearn
	 	 
	 

	 	 	 	 
	Name:

	 	Doris J. Hearn	 	 
	Title:

	 	Vice President	 	 






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SUNTRUST ROBINSON HUMPHREY, INC., as TPF Agent




	 	 	 	 	 
	By: 

Name:

	 	/s/ Timothy S. Mueller
 

Timothy S. Mueller
	 	 
	Title:

	 	Managing Director	 	 






SUNTRUST BANK, as TPF Liquidity Bank




	 	 	 	 	 
	By: 

Name:

	 	/s/ Robert Maddox
 

Robert Maddox
	 	 
	Title:

	 	Vice President	 	 






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SCHEDULE A




COMMITMENTS OF LIQUIDITY BANKS




	 	 	 
	Blue Ridge Liquidity Banks	 	Commitment
	Wachovia Bank, National Association
	 	$55,000,000






	 	 	 
	TPF Liquidity Banks	 	Commitment
	SunTrust Bank
	 	$55,000,000







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