Exhibit 10.2 Q114






Exhibit 10.3


Second Amendment to
Fifth Amended and Restated Credit and Security Agreement


This SECOND AMENDMENT dated as of December 17, 2013 (this “Amendment”) to the Fifth Amended and Restated Credit and Security Agreement, dated as of December 21, 2012 (as amended by that First Amendment to Fifth Amended and Restated Credit Agreement, dated as of August 30, 2013, the “Existing CSA”), 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.
1.1    Article XIV of the Existing CSA is hereby amended by adding a new Section 14.15 at the end thereof, as follows:


“Section 14.15.  Release of Excluded Receivables.  In connection with the designation of an Obligor pursuant to, and in accordance with, Section 1.8(a) of the Receivables Sale Agreement, the Excluded Receivables and any proceeds thereof relating to such Obligor shall be deemed released from the lien created hereunder in favor of the Administrative Agent for the benefit of the Secured Parties without further action on the part of any Party hereto; provided, that no event has occurred and is continuing, or would result from such release that will constitute an Amortization Event or an Unmatured Amortization Event.  The Administrative Agent agrees, at the expense and request of the Borrower, to take such actions, or permit the Servicer to take such actions, as are reasonably necessary and appropriate to release, and/or more fully evidence the release, of the lien in such Excluded Receivables created hereunder.” 
        


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 each of the parties hereto and acknowledged by the Performance Guarantor in the space provided; and
3.2    the Administrative Agent shall have received a fully executed version of the RSA Amendment (as defined below).
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 

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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.
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.
4.6    The Administrative Agent and each of the Co-Agents identified on the signature pages hereto hereby consents to the Second Amendment, dated as of December 17, 2013 and effective upon the satisfaction of the conditions set forth therein (the “RSA Amendment”), to the Fourth Amended and Restated Receivables Sale Agreement, dated as of December 21, 2012, by and among Rock-Tenn Company, Rock-Tenn Company of Texas, Rock-Tenn Converting Company, Rock-Tenn Mill Company, LLC, RockTenn-Southern Container, LLC, PCPC, Inc., Waldorf Corporation, RockTenn CP, LLC, RockTenn-Solvay, LLC and Rock-Tenn Financial, Inc. 
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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/  John D. Stakel                 


		
	Name:  
	John D. Stakel


		
	Title:    
	SVP and Treasurer








ROCK-TENN FINANCIAL, INC.,
As Borrower




		
	By:
	    /s/  Bradley A. Hasten             


		
	Name:  
	Bradley A. Hasten


		
	Title:   
	Assistant Secretary





















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






By:  /s/  Lealanie Roberts
Name:  Lealanie Roberts
Title:    Vice President






By:  /s/  Dana Hartman    
Name:  Dana Hartman
Title:    Executive Director









Nieuw Amsterdam Receivables Corporation, 
as a Conduit




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











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






By:     /s/  Steve Levi                          
Name:    Steve Levi
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










THUNDER BAY FUNDING, LLC, as a Conduit




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                       
       Title:   Managing Director






The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a Committed Lender




By: /s/  M. Iarriccio                                           
       Name:  M. Iarriccio
       Title:   Vice President








GOTHAM FUNDING CORP.,
as a Conduit




By: /s/  John L. Fridlington                                
       Name: John L. Fridlington       
       Title:   Vice President











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




By: /s/  Makoto Tagaya                                
       Name:  Makoto Tagaya
       Title:   President






Sumitomo Mitsui Banking Corporation, 
as a Committed Lender




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










Manhattan Asset Funding Company LLC, as a Conduit




By: /s/  Michael R. Newell                             
       Name:   Michael R. Newell       
       Title:   Vice President









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




By: /s/  Andrew D. Jones                        
       Name:   Andrew D. Jones
       Title:   Vice President









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




By: /s/  Michael Peden                   
      Name:   Michael Peden
      Title:   Vice President









PNC bank, n.a.,
as a Co-Agent and as a Committed Lender




By: /s/  Jason Rising                                
       Name:  Jason Rising
       Title:   Senior Vice President



















Bank of America, N.A.,
as a Co-Agent and as a Committed Lender




By: /s/  Margaux L. Karagosian                   
       Name:  Margaux L. Karagosian
       Title:  Vice President









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




By: /s/  Laura Gimena                                
       Name:   Laura Gimena
       Title:   Director













LIBERTY STREET FUNDING, 
as a Co-Agent and as a Committed Lender




By: /s/  Jill A. Russo                                
       Name:   Jill A. Russo
       Title:   Vice President











Acknowledged and Agreed:


ROCK-TENN COMPANY,
as Performance Guarantor




		
	By:
	 /s/  John D. Stakel                                    


       Name:    John D. Stakel
       Title:   Senior Vice President and Treasurer