Exhibit 4.3
    

    

    

    
      SECOND SUPPLEMENTAL INDENTURE
    

    

    

    
      THIS SECOND SUPPLEMENTAL INDENTURE dated as of May 29, 2009 (this “Supplemental
      Indenture”) by and among Rock-Tenn Company, a Georgia corporation
      (the "Company"),  each of the Guarantors party hereto and
      HSBC Bank USA, National Association, as trustee under the Indenture (the
      “Trustee”).  
    

    
      W I T N E S S E T H:
    

    
      WHEREAS, the Company, each of the Guarantors party thereto and HSBC Bank
      USA, National Association are parties to that certain Indenture dated as
      of March 5, 2008, which was supplemented by that certain supplemental
      indenture, dated March 16, 2009 (the “Indenture”) providing
      for the issuance of 91⁄4% Senior Notes due 2016 (the "Existing
      Notes") in an original aggregate principal amount of $200 million;
    

    
      WHEREAS, the Company desires to issue an additional $100,000,000
      aggregate principal amount of such Notes (the “Additional Notes”,
      together with the Existing Notes and any future Additional Notes, the “Notes”)
      pursuant to Section 2.17 of the Indenture, and in furtherance thereof to
      execute and deliver this Supplemental Indenture in accordance with
      Section 9.1(6) of the Indenture;  
    

    
      WHEREAS, Section 9.1 of the Indenture provides that a supplemental
      indenture may be entered into by the Company and the Trustee without the
      consent of any Holders to establish Additional Notes as permitted by
      Section 2.17 of the Indenture;
    

    
      WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
      authorized to execute and deliver this Supplemental Indenture;
    

    
      NOW, THEREFORE, in consideration of the premises and the purchase and
      acceptance of the Notes by the holders thereof, the Company and the
      Guarantors covenant and agree with the Trustee, for the equal and
      ratable benefit of the Holders, that the Indenture is supplemented and
      amended, to the extent expressed herein, as follows:
    

    
      ARTICLE I

DEFINITIONS
    

    
      SECTION 1.1 Defined Terms.  Capitalized terms used herein without
      definition shall have the meanings assigned to them in the Indenture.
    

    
      ARTICLE II

ADDITIONAL NOTES
    

    
      SECTION 2.1 Additional Notes.  The Company shall issue the
      Additional Notes under the Indenture, subject to compliance with the
      terms thereof, with such Additional Notes to have identical terms to
      those of the Existing Notes; provided, that the Additional Notes shall
      (i) be subject to a separate Registration Rights Agreement dated the
      date hereof, (ii) have a date of issuance of May 29, 2009, (iii) have an
      issue price of 100%, plus accrued interest from March 15, 2009 through
      May 29, 2009 and (iv) until the Additional Notes are mandatorily
      exchanged for freely tradable notes pursuant to Section 2.3 of this
      Supplemental Indenture, the Additional Notes shall be in the form of one
      or more Restricted Global Notes and will bear a separate CUSIP number
      from the Existing Notes.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      SECTION 2.2 Other Terms of the Notes.  Without limiting the
      foregoing provisions of this Supplemental Indenture, the terms of the
      Additional Notes shall be as provided in the Indenture, as supplemented
      hereby.
    

    

    

    
      SECTION 2.3 Mandatory Exchange from Restricted Global Note to
      Unrestricted Global Note.  On May 29, 2010, beneficial interests in
      the Restricted Global Note representing the Additional Notes will be
      automatically exchanged for interests in one or more Unrestricted Global
      Notes if (i) such exchange or transfer complies with the requirements of
      Section 2.6(f) of the Indenture and (ii) the provisions of the second
      sentence of Section 2.16(d) of the Indenture would not prohibit the
      Registrar from delivering Notes that do not bear a Restricted Notes
      Legend.  Upon satisfaction of the conditions set forth in the
      immediately preceding sentence, the Company shall (i) provide notice to
      this effect to the Trustee and all Holders; (ii) deliver an Opinion of
      Counsel and a letter of representations reasonably satisfactory to the
      Trustee pursuant to Section 2.16(d) of the Indenture and (iii) use
      reasonable best efforts to ensure that such Additional Notes are
      eligible for deposit with DTC. If permitted by the policies and
      procedures of DTC and the CUSIP Bureau and by applicable law, upon the
      exchange pursuant to this Section 2.3, the Additional Notes shall be
      represented by the same unrestricted CUSIP number as the Unrestricted
      Global Notes representing the Existing Notes. Accordingly, the Registrar
      shall endorse the schedule identified as Schedule A to the relevant
      Global Notes to reflect the relevant increase or decrease in the
      principal amount of such Global Note resulting from the applicable
      transfer and provide the Depositary with all such information as is
      necessary for the Depositary to appropriately credit and debit the
      relevant Holder accounts.  If the principal amount of any Restricted
      Global Note is decreased to zero dollars, such Note shall be cancelled.
    

    
      ARTICLE III

MISCELLANEOUS
    

    
      SECTION 3.1 Governing Law. THE LAWS OF THE STATE OF NEW YORK
      SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE
      ADDITIONAL NOTES AND THE RELATED NOTE GUARANTEES. EACH OF THE PARTIES
      HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR
      PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
    

    

    

    
      SECTION 3.2 Severability. In case any provision in this
      Supplemental Indenture shall be invalid, illegal or unenforceable, the
      validity, legality and enforceability of the remaining provisions shall
      not in any way be affected or impaired thereby.
    

    

    

    
      SECTION 3.3 Ratification of Indenture; Supplemental Indentures Part
      of Indenture. Except as expressly amended hereby, the Indenture is
      in all respects ratified and confirmed and all the terms, conditions and
      provisions thereof shall remain in full force and effect. This
      Supplemental Indenture shall form a part of the Indenture for all
      purposes, and every Holder of Notes heretofore or hereafter
      authenticated and delivered shall be bound hereby.
    

    

    

    
      SECTION 3.4 Counterparts. The parties may sign any number of
      copies of this Supplemental Indenture. Each signed copy shall be an
      original, but all of them together represent the same agreement.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      SECTION 3.5  Headings. The headings of the Articles and
      Sections of this Supplemental Indenture have been inserted for
      convenience of reference only, are not to be considered a part of this
      Supplemental Indenture and shall in no way modify or restrict any of the
      terms or provisions hereof.
    

    

    

    
      [Signature Pages Follow]




    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Dated as of May 29, 2009      
    

    
    	
           
        	
          ROCK-TENN COMPANY
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Robert B. McIntosh
        
	

        	
          
             
          

        	
          
            Name: Robert B. McIntosh
          

        
	

        	
          
             
          

        	
          
            Title: Executive Vice President, General Counsel and Secretary
          

        
	

        	

        	
           
        
	

        	
          ALLIANCE ASIA, LLC
        
	

        	
          PCPC, INC.
        
	

        	
          ROCK-TENN CANADA HOLDINGS, INC.
        
	

        	
          ROCK-TENN COMPANY OF TEXAS
        
	

        	
          ROCK-TENN CONVERTING COMPANY
        
	

        	
          ROCK-TENN LEASING COMPANY, LLC
        
	

        	
          ROCK-TENN MILL COMPANY, LLC
        
	

        	
          ROCK-TENN PACKAGING COMPANY
        
	

        	
          ROCK TENN PARTITION COMPANY
        
	

        	
          ROCK-TENN SERVICES INC.
        
	

        	
          ROCK-TENN SHARED SERVICES, LLC.
        
	

        	
          SOLVAY PAPERBOARD LLC
        
	

        	
          WALDORF CORPORATION
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Robert B. McIntosh
        
	

        	
          
             
          

        	
          
            Name: Robert B. McIntosh
          

        
	

        	
          
             
          

        	
          
            Title: Executive Vice President and General Counsel
          

        
	

        	

        	
           
        
	

        	
          PREFLEX LLC
        
	

        	
          SOUTHERN CONTAINER CORP.
        
	

        	
          SOUTHERN CONTAINER MANAGEMENT CORP.
        
	

        	
          TENCORR CONTAINERBOARD INC.
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Robert B. McIntosh
        
	

        	
          
             
          

        	
          
            Name: Robert B. McIntosh
          

        
	

        	
          
             
          

        	
          
            Title: Authorized Officer
          

        
	

        	

        	
           
        
	

        	
          HSBC BANK USA, NATIONAL ASSOCIATION
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ Herawattee Alli
          

        
	

        	
          
             
          

        	
          
            Name: Herawattee Alli
          

        
	

        	
          
             
          

        	
          
            Title: Vice President