Exhibit 4.2
    

    

    

    
      SUPPLEMENTAL INDENTURE
    

    
      This Supplemental Indenture, dated as of March 16, 2009 (this
      "Supplemental Indenture"), among Solvay Paperboard LLC (the "New
      Guarantor"), Rock-Tenn Company (together with its successors and
      assigns, the "Company" or the "Issuer") and HSBC Bank USA, National
      Association, as Trustee under the Indenture referred to below.
    

    
      W I T N E S S E T H:
    

    
      WHEREAS, the Issuer, the Guarantors party thereto and the Trustee have
      heretofore executed and delivered an Indenture, dated as of March 5,
      2008 (as amended, supplemented, waived or otherwise modified, the
      "Indenture"), providing for the issuance of Notes of the Issuer (the
      "Notes");
    

    
      WHEREAS, Section 4.17 of the Indenture provides that the Issuer is
      required to cause each of its Domestic Restricted Subsidiaries that
      guarantees any Debt of the Issuer or any other Domestic Restricted
      Subsidiary to guarantee the Notes;
    

    
      WHEREAS, Section 10.9 of the Indenture requires each Person that is
      required to become a Guarantor pursuant to Section 4.17 to execute and
      deliver to the Trustee a supplemental indenture pursuant to which such
      Person will become a Guarantor under the Indenture; and
    

    
      WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the
      Issuer are authorized to execute and deliver this Supplemental Indenture
      to amend or supplement this Indenture, without the consent of any Holder;
    

    
      NOW, THEREFORE, in consideration of the foregoing and for other good and
      valuable consideration, the receipt of which is hereby acknowledged, the
      New Guarantor, the Issuer, and the Trustee mutually covenant and agree
      for the equal and ratable benefit of the Holders 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

AGREEMENT TO BE BOUND
    

    
      Section 2.1.   Agreement to be Bound.  The New
      Guarantor hereby becomes a party to the Indenture as a Guarantor and as
      such will have all of the rights and be subject to all of the
      obligations and agreements of a Guarantor under the Indenture. The New
      Guarantor agrees to be bound by all of the provisions of this Indenture
      applicable to a Guarantor and to perform all of the obligations and
      agreements of a Guarantor under the Indenture.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Article III

MISCELLANEOUS
    

    
      Section 3.1.   Governing Law.  THE LAW OF THE
      STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
      INDENTURE. 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 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 Indenture and shall in no way modify or restrict any of the terms
      or provisions hereof.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

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

    

    

    
    	
           
        	
          COMPANY:
        
	

        	

        	
           
        
	

        	
          ROCK-TENN COMPANY
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Steven C. Voorhees
        
	

        	
          Name:
        	
          Steven C. Voorhees
        
	

        	
          Title:
        	
          
            Executive Vice President, Chief Financial Officer and Chief
            Administrative Officer
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          NEW GUARANTOR:
        
	

        	

        	
           
        
	

        	
          SOLVAY PAPERBOARD LLC
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ Steven C. Voorhees
          

        
	

        	
          Name:
        	
          Steven C. Voorhees
        
	

        	
          Title:
        	
          
            Executive Vice President, Chief Financial Officer and Chief
            Administrative Officer
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          TRUSTEE:
        
	

        	

        	
           
        
	

        	
          HSBC USA BANK, NATIONAL ASSOCIATION
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Herawattee Alli
        
	

        	
          Name:
        	
          Herawattee Alli
        
	

        	
          Title:
        	
          Vice President