a50228290_ex101.htm



Exhibit 10.1


 


EXECUTION VERSION




 


 



AMENDMENT NO. 2


 




 


AMENDMENT NO. 2, dated as of March 30, 2012 (this “Amendment”), among ROCK-TENN COMPANY, a Georgia corporation (the “Company”), ROCK-TENN COMPANY OF CANADA/COMPAGNIE ROCK-TENN DU CANADA, a Nova Scotia unlimited liability company (the “Canadian Borrower” and, together with the Company, the “Borrowers”), the Lenders party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative 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”), to the Credit Agreement dated as of May 27, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, the U.S. Guarantors, the Canadian Guarantors, the Administrative Agent, Wells Fargo Bank, National Association, as collateral agent for the Lenders, the Canadian Agent and the Lenders referred to therein.  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


WHEREAS, pursuant to Section 9.1 of the Credit Agreement, the Borrowers and the Required Lenders desire to amend the negative covenant titled “Indebtedness” set forth in Section 6.3 of the Credit Agreement as set forth herein.


 


NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section 1. Amendment.  Subject to satisfaction of the conditions set forth in Section 3 hereof:


 


(a) Section 6.3(f) of the Credit Agreement is hereby amended to include “and any Restricted Subsidiary (subject, in the case of any such Restricted Subsidiary that is an Inactive Subsidiary, to compliance with Section 5.10 hereof)” immediately after “Guaranty Obligations of the Company”.


 


(b) Section 6.3 of the Credit Agreement is hereby amended by deleting “and” at the end of subsection (j) thereof, replacing “.” at the end of subsection (k) thereof with “; and” and adding the following subsections (l) and (m) to the end thereof:


 


“(l) Indebtedness in respect of letters of credit, letters of guaranty or similar instruments having an aggregate face amount not to exceed $100,000,000 at any time outstanding; provided that such Indebtedness shall be unsecured regardless of whether a Reversion Event were to occur; and


 


(m) other Indebtedness (including, without limitation, Guaranty Obligations) in addition to Indebtedness permitted by subsections (a) through (l) above; provided, however, that the aggregate principal amount of Indebtedness issued or otherwise incurred under this subsection (m) shall not exceed $50,000,000 at any time outstanding.”


 




  





  











  






 


Section 2. Representations and Warranties.  The Borrowers represent and warrant to the Lenders as of the date hereof and the Effective Date (as defined below) that:


 


(a) At the time of and immediately after giving effect to this Amendment, the representations and warranties set forth in the Credit Agreement are true and correct in all material respects (except 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) with the same effect as if made on the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date.


 


(b) At the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.


 


Section 3. Conditions to Effectiveness.  This Amendment shall become effective on the date (the “Effective Date”) on which the Administrative Agent (or its counsel) and the Canadian Agent (or its counsel) shall have received from (A) the Required Lenders, a counterpart of this Amendment signed on behalf of such party, (B) each of the other parties hereto, a counterpart of this Amendment signed on behalf of such party and (C) all fees and expenses due and payable pursuant to Section 4 hereof.  In addition, the effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 2 hereof.


 


Section 4. Fees and Expenses.  The Borrowers agree to reimburse the Administrative Agent and the Canadian Agent, in each case, for the reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the Administrative Agent, and Borden Ladner Gervais LLP, counsel for the Canadian Agent.


 


Section 5. Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.


 


Section 6. Applicable Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 7. Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 




  





-2-











  






 


Section 8. Effect of Amendment.  On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended or waived by this Amendment.  The Credit Agreement, the Notes and each of the other Credit Documents, as specifically amended or waived by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  The parties hereto expressly acknowledge that it is not their intention that this Amendment or any of the other Credit Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, but rather constitute a modification thereof pursuant to the terms contained herein.


 


[Signature Pages Follow]


 




  





-3-











  






 


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


 


 




	
BORROWERS:

	
ROCK-TENN COMPANY


	  
	  
	  	
By:

	
/s/ Steven C. Voorhees


	  	  	
Name:

	
Steven C. Voorhees


	  	  	
Title:

	
Executive Vice President,


	  	  	  	
Chief Financial Officer and


	  	  	  	
Chief Administrative Officer


	  
	 
	 
	 
	 
	  	
ROCK-TENN COMPANY OF


	  	
CANADA/COMPAGNIE ROCK-TENN DU


	  	
CANADA


	 	 
	 	 
	  	
By:

	
/s/ Steven C. Voorhees


	  	  	
Name:

	
Steven C. Voorhees


	  	  	
Title:

	
Executive Vice President,


	  	  	  	
Chief Financial Officer and


	  	  	  	
Chief Administrative Officer







 


 



[Signature Page to RockTenn Amendment No. 2]


 




  





  











  






 




	

ADMINISTRATIVE AGENT:



	

WELLS FARGO BANK, NATIONAL ASSOCIATION,




	 	
as Administrative Agent


	  
	  
	  	
By:

	

/s/ Karen H. McClain




	  	  	
Name:

	
Karen H. McClain


	  	  	
Title:

	

Managing Director















 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  






 





	

CANADIAN AGENT:



	


BANK OF AMERICA, N.A.,






	 	

acting through its Canada Branch,


as Canadian Agent




	  
	  
	  	
By:

	

/s/ Medina Sales de Andrade




	  	  	
Name:

	
Medina Sales de Andrade


	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  









 





	


LENDERS:





	



1st Farm Credit Services, PCA,








	 	


as a Lender






	  
	  
	  	
By:

	

/s/ Dale A. Richardson




	  	  	
Name:

	
Dale A. Richardson


	  	  	
Title:

	

Vice President, Capital Markets











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  










 





	


LENDERS:





	




AGCHOICE FARM CREDIT, ACA,










	 	


as a Lender






	  
	  
	  	
By:

	

/s/ Mark F. Kerstetter




	  	  	
Name:

	
Mark F. Kerstetter


	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]










  





  











  










 





	


LENDERS:





	





AgFirst Farm Credit Bank,












	 	


as a Lender






	  
	  
	  	
By:

	

/s/ Matthew H. Jeffords




	  	  	
Name:

	
Matthew H. Jeffords


	  	  	
Title:

	

Assistant Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  







 





	


LENDERS:





	






AgStar Financial Services, PCA,














	 	


as a Lender






	  
	  
	  	
By:

	

/s/ Troy Mostaert




	  	  	
Name:

	
Troy Mostaert


	  	  	
Title:

	

Vice President Capital Markets











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  







 





	


LENDERS:





	







American AgCredit, PCA,
















	 	


as a Lender






	  
	  
	  	
By:

	

/s/ Vern Zander




	  	  	
Name:

	
Vern Zander


	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]










  





  











  


















 





	


LENDERS:





	








AMERICAN SAVINGS BANK, F.S.B.,


















	 	


as a Lender






	  
	  
	  	
By:

	


/s/ Rian DuBach






	  	  	
Name:

	

Rian DuBach




	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]










  





  











  










 





	


LENDERS:





	









ATLANTIC CAPITAL BANK,




















	 	


as a Lender






	  
	  
	  	
By:

	



/s/ Glenn Little








	  	  	
Name:

	


Glenn Little






	  	  	
Title:

	

Senior Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  







 





	


LENDERS:





	










Badgerland Financial,






















	 	


as a Lender






	  
	  
	  	
By:

	




/s/ Kenneth H. Rue










	  	  	
Name:

	



Kenneth H. Rue








	  	  	
Title:

	

Vice President – Capital Markets











 


 


[Signature Page to RockTenn Amendment No. 2]










  





  











  














 





	


LENDERS:





	











Bank Leumi USA,
























	 	


as a Lender






	  
	  
	  	
By:

	





/s/ Joung Hee Hong












	  	  	
Name:

	




Joung Hee Hong










	  	  	
Title:

	

First Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]










  





  











  










 





	


LENDERS:





	












Bank of America, N.A.,


























	 	


as a Lender






	  
	  
	  	
By:

	






/s/ Michael Delaney














	  	  	
Name:

	





Michael Delaney












	  	  	
Title:

	

Director











 


 


[Signature Page to RockTenn Amendment No. 2]










  





  











  










 





	


LENDERS:





	













Bank of America, N.A., acting through its Canada branch,




























	 	


as a Lender






	  
	  
	  	
By:

	







/s/ Medina Sales de Andrade
















	  	  	
Name:

	






Medina Sales de Andrade














	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]










  





  











  







 





	


LENDERS:





	














BANK OF CHINA, NEW YORK BRANCH,






























	 	


as a Lender






	  
	  
	  	
By:

	








/s/ Haifeng Xu


















	  	  	
Name:

	







Haifeng Xu
















	  	  	
Title:

	

Assistant General Manager











 


 


[Signature Page to RockTenn Amendment No. 2]










  





  











  

















 





	


LENDERS:





	















The Bank of Nova Scotia,
































	 	


as a Lender






	  
	  
	  	
By:

	









/s/ Paula Czach




















	  	  	
Name:

	








Paula Czach


















	  	  	
Title:

	

Managing Director & Execution Head











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  










 





	


LENDERS:





	
















The Bank of Tokyo-Mitsubishi UFJ, Ltd.,


































	 	


as a Lender






	  
	  
	  	
By:

	










/s/ Akiko Farnsworth






















	  	  	
Name:

	









Akiko Farnsworth




















	  	  	
Title:

	

Associate











 


 


[Signature Page to RockTenn Amendment No. 2]










  





  











  







 





	


LENDERS:





	

















Barclays Bank PLC,




































	 	


as a Lender






	  
	  
	  	
By:

	











/s/ Michael J. Mozer
























	  	  	
Name:

	










Michael J. Mozer






















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  







 





	


LENDERS:





	













Branch Banking and Trust Company,




























	 	


as a Lender






	  
	  
	  	
By:

	







/s/ Robert T. Barnaby
















	  	  	
Name:

	






Robert T. Barnaby














	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  








 





	


LENDERS:





	














Chang Hwa Commercial Bank, Ltd., New York Branch,






























	 	


as a Lender






	  
	  
	  	
By:

	







/s/ Eric Y.S. Tsai
















	  	  	
Name:

	






Eric Y.S. Tsai














	  	  	
Title:

	

Vice President & General Manager











 


 


[Signature Page to RockTenn Amendment No. 2]







  





  











  







 





	


LENDERS:





	















Canadian Imperial Bank of Commerce,
































	 	


as a Lender






	  
	  
	  	
By:

	








/s/ Peter Rawlins


















	  	  	
Name:

	







Peter Rawlins
















	  	  	
Title:

	

Executive Director




	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
If a second signature is necessary:


	 	 
	 	 








	 	
By:

	








/s/ Deepak Dave


















	  	  	
Name:

	







Deepak Dave
















	  	  	
Title:

	

Director









 


 


[Signature Page to RockTenn Amendment No. 2]






  





  











  
















 





	


LENDERS:





	
















CIBC Inc.,


































	 	


as a Lender






	  
	  
	  	
By:

	








/s/ Dominic Sorresso


















	  	  	
Name:

	







Dominic Sorresso
















	  	  	
Title:

	

Executive Director




	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
If a second signature is necessary:


	 	 
	 	 








	 	
By:

	








/s/ Eoin Roche


















	  	  	
Name:

	







Eoin Roche
















	  	  	
Title:

	

Executive Director









 


 


[Signature Page to RockTenn Amendment No. 2]








  





  











  












 





	


LENDERS:





	
















City National Bank,


































	 	


as a Lender






	  
	  
	  	
By:

	









/s/ Jeanine Smith




















	  	  	
Name:

	








Jeanine Smith


















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]










  





  











  












 





	


LENDERS:





	

















COBank ACB,




































	 	


as a Lender






	  
	  
	  	
By:

	










/s/ Michael Tousignant






















	  	  	
Name:

	









Michael Tousignant




















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]







  





  











  







 





	


LENDERS:





	


















Community & Southern Bank,






































	 	


as a Lender






	  
	  
	  	
By:

	











/s/ Thomas A. Bethel
























	  	  	
Name:

	










Thomas A. Bethel






















	  	  	
Title:

	

Corporate Banking Group, Manager











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  








 





	


LENDERS:





	
















Crédit Industriel et Commercial,


































	 	


as a Lender






	  
	  
	  	
By:

	








/s/ Brian O’Leary


















	  	  	
Name:

	







Brian O’Leary
















	  	  	
Title:

	

Managing Director




	 	 	 	 
	 	 	 	 








	 	
By:

	








/s/ Anthony Rock


















	  	  	
Name:

	







Anthony Rock
















	  	  	
Title:

	

Managing Director









 


 


[Signature Page to RockTenn Amendment No. 2]



 






  





  











  












 





	


LENDERS:





	

















DNB Bank ASA, Grand Cayman Branch,




































	 	


as a Lender






	  
	  
	  	
By:

	








/s/ Kristie Li


















	  	  	
Name:

	







Kristie Li
















	  	  	
Title:

	

First Vice President




	 	 	 	 
	 	 	 	 








	 	
By:

	








/s/ Pål Boger


















	  	  	
Name:

	







Pål Boger
















	  	  	
Title:

	

Vice President









 


 


[Signature Page to RockTenn Amendment No. 2]









  





  











  










 





	


LENDERS:





	

















E.Sun Commerical Bank, Ltd., Los Angeles Branch,




































	 	


as a Lender






	  
	  
	  	
By:

	









/s/ Edward Chen




















	  	  	
Name:

	








Edward Chen


















	  	  	
Title:

	

Vice President & General Manager











 


 


[Signature Page to RockTenn Amendment No. 2]






  





  











  










 





	


LENDERS:





	


















Farm Credit Bank of Texas,






































	 	


as a Lender






	  
	  
	  	
By:

	










/s/ Luis M. Requejo






















	  	  	
Name:

	









Luis M. Requejo




















	  	  	
Title:

	

Director Capital Markets











 


 


[Signature Page to RockTenn Amendment No. 2]







  





  











  







 





	


LENDERS:





	



















Farm Credit Services of America, PCA,








































	 	


as a Lender






	  
	  
	  	
By:

	











/s/ Bruce Dean
























	  	  	
Name:

	










Bruce Dean






















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  







 





	


LENDERS:





	


















FARM CREDIT WEST, PCA,






































	 	


as a Lender






	  
	  
	  	
By:

	









/s/ Ben Madonna




















	  	  	
Name:

	








Ben Madonna


















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]






  





  











  








 





	


LENDERS:





	



















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








































	 	


as a Lender






	  
	  
	  	
By:

	










/s/ Lisa Caswell






















	  	  	
Name:

	









Lisa Caswell




















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]



 







  





  











  







 





	


LENDERS:





	




















FCS FINANCIAL, PCA,










































	 	


as a Lender






	  
	  
	  	
By:

	











/s/ Sean Unterreiner
























	  	  	
Name:

	










Sean Unterreiner






















	  	  	
Title:

	

Senior Lending Officer











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  







 





	


LENDERS:





	


















Fifth Third Bank,






































	 	


as a Lender






	  
	  
	  	
By:

	









/s/ Kenneth W. Deere




















	  	  	
Name:

	








Kenneth W. Deere


















	  	  	
Title:

	

Senior Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]






  





  











  








 





	


LENDERS:





	



















FIRST HAWAIIAN BANK,








































	 	


as a Lender






	  
	  
	  	
By:

	










/s/ Dawn Hofmann






















	  	  	
Name:

	









Dawn Hofmann




















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]







  





  











  







 





	


LENDERS:





	




















First Tennessee Bank National Association,










































	 	


as a Lender






	  
	  
	  	
By:

	











/s/ Jamie M. Swisher
























	  	  	
Name:

	










Jamie M. Swisher






















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  







 





	


LENDERS:





	



















Firstrust Bank,








































	 	


as a Lender






	  
	  
	  	
By:

	









/s/ Ellen Frank




















	  	  	
Name:

	








Ellen Frank


















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]






  





  











  








 





	


LENDERS:





	




















GreenStone Farm Credit Services, ACA/FLCA,










































	 	


as a Lender






	  
	  
	  	
By:

	










/s/ Jeff Pavlik






















	  	  	
Name:

	









Jeff Pavlik




















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]


 





  





  











  







 





	


LENDERS:





	





















HSBC Bank USA, N.A.,












































	 	


as a Lender






	  
	  
	  	
By:

	











/s/ Santiago Riviere
























	  	  	
Name:

	










Santiago Riviere






















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]



 






  





  











  







 





	


LENDERS:





	


















JPMORGAN CHASE BANK, N.A.,






































	 	


as a Lender






	  
	  
	  	
By:

	









/s/ John A. Horst




















	  	  	
Name:

	








John A. Horst


















	  	  	
Title:

	

Credit Executive











 


 


[Signature Page to RockTenn Amendment No. 2]






  





  











  








 





	


LENDERS:





	



















KEYBANK NATIONAL ASSOCIATION,








































	 	


as a Lender






	  
	  
	  	
By:

	










/s/ Marcel Fournier






















	  	  	
Name:

	









Marcel Fournier




















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]







  





  











  







 





	


LENDERS:





	




















Mizuho Corporate Bank, Ltd.,










































	 	


as a Lender






	  
	  
	  	
By:

	











/s/ Leon Mo
























	  	  	
Name:

	










Leon Mo






















	  	  	
Title:

	

Authorized Signatory











 


 


[Signature Page to RockTenn Amendment No. 2]



 






  





  











  








 





	


LENDERS:





	


















Nordea Bank Finland Plc, acting through its New York and Cayman Islands Branches,






































	 	


as a Lender






	  
	  
	  	
By:

	








/s/ Leena Parker


















	  	  	
Name:

	







Leena Parker
















	  	  	
Title:

	

First Vice President




	 	 	 	 
	 	 	 	 








	 	
By:

	








/s/ Mogens R. Jensen


















	  	  	
Name:

	







Mogens R. Jensen
















	  	  	
Title:

	

Senior Vice President









 


 


[Signature Page to RockTenn Amendment No. 2]






 




  





  











  






 





	


LENDERS:





	



















The Northern Trust,








































	 	


as a Lender






	  
	  
	  	
By:

	









/s/ Kathryn Schad Reuther




















	  	  	
Name:

	








Kathryn Schad Reuther


















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]






  





  











  










 





	


LENDERS:





	



















Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

“Rabobank Nederland”, New York Branch ,








































	 	


as a Lender






	  
	  
	  	
By:

	








/s/ Katye A. Whalen


















	  	  	
Name:

	







Katye A. Whalen
















	  	  	
Title:

	

Vice President




	 	 	 	 
	 	 	 	 
	 	
If a second signature is necessary:


	 	 	 	 
	 	 	 	 








	 	
By:

	








/s/ Brett Delfino


















	  	  	
Name:

	







Brett Delfino
















	  	  	
Title:

	

Executive Director









 


 


[Signature Page to RockTenn Amendment No. 2]








 




  





  











  






 





	


LENDERS:





	




















Raymond James Bank, N.A.,










































	 	


as a Lender






	  
	  
	  	
By:

	










/s/ Jason Williams






















	  	  	
Name:

	









Jason Williams




















	  	  	
Title:

	

Assistant Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]



 







  





  











  







 





	


LENDERS:





	





















RBS Citizens, N.A.,












































	 	


as a Lender






	  
	  
	  	
By:

	











/s/ Daniel Bernard
























	  	  	
Name:

	










Daniel Bernard






















	  	  	
Title:

	

Senior Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  







 





	


LENDERS:





	



















Regions Bank,








































	 	


as a Lender






	  
	  
	  	
By:

	









/s/ Stephen Brothers




















	  	  	
Name:

	








Stephen Brothers


















	  	  	
Title:

	

Senior Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  








 





	


LENDERS:





	




















Royal Bank of Canada,










































	 	


as a Lender






	  
	  
	  	
By:

	










/s/ Glen Barisoff






















	  	  	
Name:

	









Glen Barisoff




















	  	  	
Title:

	

Authorized Signatory











 


 


[Signature Page to RockTenn Amendment No. 2]







  





  











  









 





	


LENDERS:





	




















SCOTIABANC INC.,










































	 	


as a Lender






	  
	  
	  	
By:

	








/s/ J.F. Todd


















	  	  	
Name:

	







J.F. Todd
















	  	  	
Title:

	

Managing Director




	 	 	 	 
	 	 	 	 
	 	
If a second signature is necessary:


	 	 	 	 
	 	 	 	 








	 	
By:

	








/s/ H. Thind


















	  	  	
Name:

	







H. Thind
















	  	  	
Title:

	

Director









 


 


[Signature Page to RockTenn Amendment No. 2]








 




  





  











  






 





	


LENDERS:





	





















Sovereign Bank N.A.,












































	 	


as a Lender






	  
	  
	  	
By:

	











/s/ Francis D. Phillips
























	  	  	
Name:

	










Francis D. Phillips






















	  	  	
Title:

	

Senior Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]


 




  





  











  







 





	


LENDERS:





	




















SUMITOMO MITSUI BANKING CORPORATION,










































	 	


as a Lender






	  
	  
	  	
By:

	









/s/ Shuji Yabe




















	  	  	
Name:

	








Shuji Yabe


















	  	  	
Title:

	

Managing Director











 


 


[Signature Page to RockTenn Amendment No. 2]






  





  











  








 





	


LENDERS:





	





















SunTrust Bank,












































	 	


as a Lender






	  
	  
	  	
By:

	










/s/ Johnetta Bush






















	  	  	
Name:

	









Johnetta Bush




















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]



 







  





  











  







 





	


LENDERS:





	






















TD BANK N.A.,














































	 	


as a Lender






	  
	  
	  	
By:

	











/s/ Michele Dragonetti
























	  	  	
Name:

	










Michele Dragonetti






















	  	  	
Title:

	

Senior Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]



 






  





  











  








 





	


LENDERS:





	





















US Bank, National Association,












































	 	


as a Lender






	  
	  
	  	
By:

	









/s/ Steven L. Sawyer




















	  	  	
Name:

	








Steven L. Sawyer


















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]






  





  











  








 





	


LENDERS:





	






















WELLS FARGO BANK, NATIONAL ASSOCIATION,














































	 	


as a Lender






	  
	  
	  	
By:

	










/s/ Karen H. McClain






















	  	  	
Name:

	









Karen H. McClain




















	  	  	
Title:

	

Managing Director











 


 


[Signature Page to RockTenn Amendment No. 2]




 









  





  











  







 





	


LENDERS:





	























WELLS FARGO CAPITAL FINANCE

CORPORATION CANADA ,
















































	 	


as a Lender






	  
	  
	  	
By:

	











/s/ Raymond Eghobamien
























	  	  	
Name:

	










Raymond Eghobamien






















	  	  	
Title:

	

Vice President











 


 


[Signature Page to RockTenn Amendment No. 2]