Exhibit 10.15**AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT**          ***THIS AMENDMENT***(this ***“Amendment”***) is entered into as of October 25, 2006, by and among:     (a) Rock-Tenn Financial, Inc., a Delaware corporation (***“Borrower”***),     (b) Rock-Tenn Converting Company, a Georgia corporation (***“Converting”***), asinitial 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”***), andWachovia Bank, National Association, in its capacity as liquidity provider to VFCC(together with its successor, ***“Wachovia”***and together with VFCC, the ***“VFCC Group”***ora ***“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 VFCCGroup (together with its successors and assigns in such capacity, the ***“VFCC Agent”***or a ***“Co-Agent”***), and SunTrust Capital Markets, Inc., in its capacity as agent forthe TPF Group (together with its successors and assigns in such capacity, the ***“TPFAgent”***or a ***“Co-Agent”***), and     (f) Wachovia Bank, National Association, in it capacity as administrative agentfor the Lenders hereunder or any successor administrative agent hereunder (togetherwith its successors and assigns hereunder, the ***“Administrative Agent” and togetherwith the Co-Agents, the “Agents”***),with respect to that certain Amended and Restated Credit and Security Agreement dated as of October26, 2005, by and among the parties (the ***“Existing Agreement”***). The Existing Agreement as amendedhereby is sometimes hereinafter referred to as the ***“Agreement.”***          ***Unless otherwise indicated, capitalized terms used in this Amendment are used with themeanings attributed thereto in the Existing Agreement.******WITNESSETH:***     ***WHEREAS,***the parties wish to modify the Existing Agreement as hereinafter setforth;          ***NOW, THEREFORE,***in consideration of the premises and the mutual agreements herein contained,the parties hereto hereby agree as follows:
 

 
          **1.****Amendment to Existing Agreement****.**Subject to the terms and conditions hereinafterset forth, the parties hereby agree as follows:          1.1. All references in the Existing Agreement to “Blue Ridge Asset Funding Corporation” and to“Blue Ridge” (whether alone or as part of another defined term) are hereby replaced with referencesto “Variable Funding Capital Company LLC” and “VFCC”, respectively.          1.2. Section 3.1 of the Existing Agreement is hereby amended and restated in its entirety toread as follows:     Section 3.1. CP Costs. Borrower shall pay CP Costs with respect to theprincipal balance of the Loans from time to time outstanding.          1.3. Section 14.5(b) of the Existing Agreement is hereby amended and restated in its entiretyto read as follows:     (b) Each of the Lenders and each of the Agents shall maintain and shall causeeach of its officers, directors, employees, investors, potential investors, creditenhancers, outside accountants, attorneys and other advisors to maintain theconfidentiality of any nonpublic information with respect to the Originators andthe Loan Parties, except that any of the foregoing may disclose such information(i) to any party to this Agreement, (ii) to any provider of a surety, guaranty orcredit or liquidity enhancement to any Conduit, (iii) to the outside accountants,attorneys and other advisors of any Person described in clause (i) or (ii) above,(iv) to any prospective or actual assignee or participant of any of the Agents orany Lender, (v) to any rating agency who rates the Commercial Paper, to anyCommercial Paper dealer, (vi) to any other entity organized for the purpose ofpurchasing, or making loans secured by, financial assets for which Wachovia orSunTrust (or one of their Affiliates) acts as the administrative agent and to anyofficers, directors, employees, outside accountants and attorneys of each of theforegoing, ***provided that***each Person described in the foregoing clause (ii), (iii),(iv), (v) or (vi) is informed of the confidential nature of such information and,in the case of a Person described in clause (iv), agrees in writing to maintain theconfidentiality of such information in accordance with this Section 14.5(b); and(vii) as required pursuant to any law, rule, regulation, direction, request ororder of any judicial, administrative or regulatory authority or proceedings(whether or not having the force or effect of law). Notwithstanding the foregoing,(x) each Conduit and its officers, directors, employees, investors, potentialinvestors, credit enhancers, outside accountants, attorneys and other advisorsshall be permitted to disclose Receivables performance information and detailsconcerning the structure of the facility contemplated hereby in summary form and ina manner not identifying the Originators, the Borrower, the Servicer, the Parent,or the Obligors to prospective investors in Commercial Paper issued by suchConduit, and (y) the Conduits, the Agents and the Lenders shall have no obligationof confidentiality in respect ofany information which may be generally available to the public or becomesavailable to the public through no fault of theirs or their respective Affiliates.
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          1.4. The following new definitions are hereby inserted in Exhibit I to the Existing Agreementin their appropriate alphabetical order:          ***“VFCC Commercial Paper Rate”***means, for any CP Tranche Period of VFCC, a rate*per annum*equal to the sum of (i) the rate or, if more than one rate, the weightedaverage of the rates, determined by converting to an interest-bearing equivalentrate *per annum*the discount rate (or rates) at which VFCC’s Related Commercial Paperoutstanding during such CP Tranche Period has been or may be sold by any placementagent or commercial paper dealer selected by the VFCC Agent, plus (ii) thecommissions and charges charged by such placement agent or commercial paper dealerwith respect to such Related Commercial Paper, expressed as a percentage of the faceamount thereof and converted to an interest-bearing equivalent rate *per annum*.          1.5. Each of the following definitions in the Existing Agreement is hereby amended andrestated in its entirety to read, respectively, as follows:          ***“CP Costs”***means:          (A) for TPF, for each day, the sum of (i) discount or interest accrued on itsRelated Commercial Paper at the TPF Commercial Paper Rate on such day, plus (ii) anyand all accrued commissions and fees of placement agents, dealers and issuing andpaying agents incurred in respect of such Related Commercial Paper for such day; and          (B) for VFCC, for each day, the sum of (i) discount or interest accrued on itsRelated Commercial Paper at the VFCC Commercial Paper Rate on such day, plus (ii)any and all accrued commissions and fees of placement agents, dealers and issuingand paying agents incurred in respect of such Related Commercial Paper for such day,plus (iii) other costs associated with funding small or odd-lot amounts with respectto all receivable purchase facilities which are funded by Pooled Commercial Paperfor such day.          ***“Related Commercial Paper”***means, for any period with respect to eitherConduit, any Commercial Paper of such Conduit issued or deemed issued for purposesof financing or maintaining any Loan by such Conduit (including any discount, yield,or interest thereon) outstanding on any day during such period.          1.6.The definition of ***“Pooled Commercial Paper”*** in Exhibit I to the Existing Agreement ishereby deleted in its entirety.          **2.****Condition Precedent****.**This Amendment shall become effective as of the date firstabove written upon receipt by the Administrative Agent of a counterpart hereof duly executed byeach of the parties hereto.
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          **3.****Miscellaneous****.**          3.1. Except as expressly amended hereby, the Existing Agreement shall remain unaltered and infull force and effect, and each of the parties hereby ratifies and confirms each of the TransactionDocuments to which it is a party.          3.2. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWSOF 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 ANYUNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANYGEORGIA STATE COURT, IN EITHER CASE SITTING IN FULTON COUNTY, GEORGIA, IN ANY ACTION ORPROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENTS, AND (ii) WAIVES, TO THE FULLESTEXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OFAN ACTION OR PROCEEDING IN SUCH COURTS.          3.3.2. TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THEJURISDICTION 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) WITHRESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OFITS OBLIGATIONS UNDER OR IN CONNECTION WITH THE EXISTING AGREEMENT (OR EXISTING AGREEMENTS)TO WHICH IT IS A PARTY.          3.4. This Amendment may be executed in any number of counterparts and by the different partieshereto in separate counterparts, each of which when so executed shall be deemed to be an originaland 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 abovewritten.ROCK-TENN FINANCIAL, INC., as Borrower     By:  /s/ JUSTIN MARTORANA     Name:  Justin Martorana    Title:    Treasurer  ROCK-TENN CONVERTING COMPANY, as Servicer     By:  /s/ GREGORY L. KING    Name:  Gregory L. King    Title:    VP, 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, Sr.    Title:    Vice President  
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WACHOVIA BANK, NATIONAL ASSOCIATION, as Blue Ridge Agent, a Liquidity Bank and asAdministrative 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 CAPITAL MARKETS, INC., as TPF Agent     By:  /s/ MICHAEL G. MAZA    Name:  Michael G. Maza    Title:    Managing Director  SUNTRUST BANK, as TPF Liquidity Bank     By:  /s/ STACY M. LEWIS    Name:  Stacy M. Lewis    Title:    Vice President  
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