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.

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

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.

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

ROCK-TENN CONVERTING COMPANY,

As Servicer

ROCK-TENN FINANCIAL, INC.,

As Borrower

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

Name: John D. Stakel

Title: Senior Vice President and Treasurer