EXHIBIT 10.1
FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
AND CONSENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT
(this "Amendment"), dated as of August 22, 2008, is by and among ROCK-TENN
COMPANY, a Georgia corporation (the "Company"), ROCK-TENN COMPANY OF CANADA, a
Nova Scotia unlimited liability company the "Canadian Borrower", and together
with the Company, the "Borrowers"), the Guarantors, the Lenders signatories
hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and
Collateral Agent and BANK OF AMERICA, N.A., acting through its Canada branch, as
Canadian Agent.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Amended and Restated Credit Agreement
dated as of March 5, 2008, among the Borrowers, the Guarantors, the Lenders
party thereto, the Administrative Agent and the Canadian Agent (as previously
amended, modified or supplemented, the "Existing Credit Agreement"), the Lenders
have extended commitments to make certain credit facilities available to the
Borrowers;
WHEREAS, the Borrowers have requested that the Lenders agree to amend
certain provisions of the Existing Credit Agreement; and
WHEREAS, the Administrative Agent, the Canadian Agent and the Required
Lenders are willing to make such amendments upon the terms and conditions
contained in this Amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
agreements herein contained, the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement as
amended hereby.
"First Amendment Effective Date" is defined in Part IV.
SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the First Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II. Except as so amended, the Existing Credit Agreement shall
continue in full force and effect.
SUBPART 2.1. Amendments to Section 1.1.
(a) The definition of "Permitted Securitization Transaction" set forth
in Section 1.1 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:
"Permitted Securitization Transaction" means the transfer by the
Company or one or more of its Restricted Subsidiaries of
Securitization Assets to one or more Permitted Securitization
Subsidiaries and the related financing of such Securitization Assets;
provided that (i) such transaction results in a legal "true sale" of
receivables, (ii) such transaction is non-recourse to the Company and
its Restricted Subsidiaries, except for Standard Securitization
Undertakings, (iii) the aggregate Attributed Principal Amount for all
Permitted Securitization Transactions at any time outstanding shall
not exceed $200,000,000 and (iv) an amount equal to the proceeds of
any borrowings after the Closing Date under a Permitted Securitization
Transaction shall be used to prepay Swingline Loans, Revolving Loans
and cash collateralize Bankers' Acceptances in accordance with the
terms of Section 2.10(b)(iii).
(b) The definition of "Permitted Securitization Subsidiary" set forth
in Section 1.1 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:
"Permitted Securitization Subsidiary" means any Subsidiary of the
Company that (i) is directly or indirectly wholly-owned by the
Company, (ii) is formed and operated solely for purposes of a
Permitted Securitization Transaction, (iii) is "bankruptcy remote",
(iv) has organizational documents which limit the permitted activities
of such Permitted Securitization Subsidiary to the acquisition of
Securitization Assets from the Company or one or more of its
Subsidiaries, the securitization of such Securitization Assets and
activities necessary or incidental to the foregoing and (v) meets
S&P's requirements for special purpose entities engaged in
securitization of assets.
(c) The definition of "Standard Securitization Undertaking" set forth
in Section 1.1 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:
"Standard Securitization Undertakings" means (i) any obligations
and undertakings of the Company or any Restricted Subsidiary on terms
and conditions consistent with the sale treatment of Securitization
Assets in a transaction that results in a legal "true sale" of
Securitization Assets and (ii) any obligations and undertakings of the
Company or any Restricted Subsidiary not inconsistent with the
treatment of the transfer of Securitization Assets in a transaction as
a legal "true sale" and otherwise consistent with customary
securitization undertakings in the United States; provided that
Standard Securitization Undertakings shall not include any guaranty or
other obligation of the Company and its Restricted Subsidiaries with
respect to any Securitization Asset that is not collected, not paid or
otherwise uncollectible on account of the insolvency, bankruptcy,
creditworthiness or financial inability to pay of the applicable
obligor with respect to such Securitization Asset.
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(d) The following definitions are added to Section 1.1 of the Existing
Credit Agreement in appropriate alphabetical order:
"Attributed Principal Amount" means, on any day, with respect to
any Permitted Securitization Transaction, the aggregate principal,
stated or invested amount of (a) outstanding loans made to the
relevant Permitted Securitization Subsidiary under such Permitted
Securitization Transaction or (b) notes, bonds or other debt
instruments, beneficial interests in a trust, undivided ownership
interests in receivables or other securities issued for cash
consideration by the relevant Permitted Securitization Subsidiary to
the relevant lenders or purchasers of such instruments or interests
under such Permitted Securitization Transaction, in each case, the
proceeds of which are used to finance, in whole or in part, the
purchase by such Permitted Securitization Subsidiary of Securitization
Assets in such Permitted Securitization Transaction.
"Securitization Assets" means any accounts receivable, notes
receivable, rights to future lease payments or residuals
(collectively, the "Receivables") owed to or owned by the Borrower or
any Subsidiary (whether now existing or arising or acquired in the
future), all collateral securing such Receivables, all contracts and
contract rights, purchase orders, records, security interests,
financing statements or other documentation in respect of such
Receivables and all guarantees, letters of credit, insurance or other
agreements or arrangements supporting or securing payment in respect
of such Receivables, all lockboxes and collection accounts in respect
of such Receivables (but only to the extent such lockboxes and
collection accounts contain only Receivables subject to a Permitted
Securitization Transaction), all collections and proceeds of such
Receivables and other assets which are of the type customarily granted
or transferred in connection with securitization transactions
involving receivables similar to such Receivables.
SUBPART 2.2 Amendment to Section 6.2. Subsection (k) of Section 6.2 of
the Existing Credit Agreement is hereby amended in its entirety to read as
follows:
(k) Liens existing or deemed to exist in connection with any
Permitted Securitization Transaction, but only to the extent that any
such Lien relates to the applicable Securitization Assets sold,
contributed, financing or otherwise conveyed or pledged pursuant to
such transaction;
SUBPART 2.3 Amendment to Section 6.4. Subsection (f) of Section 6.4 of
the Existing Credit Agreement is hereby amended in its entirety to read as
follows:
(f) the Borrowers and the Restricted Subsidiaries may transfer
Securitization Assets for fair market value to one or more Permitted
Securitization Subsidiaries so long as such transfer is made to
consummate a Permitted Securitization Transaction;
SUBPART 2.4 Amendment to Section 6.11. Section 6.11 is hereby amended
in its entirety to read as follows:
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6.11 Limitation on Securitization Undertakings of the Borrowers and
Restricted Subsidiaries.
The Borrowers will not, and will not permit any Restricted Subsidiary
to, incur or become obligated in respect of any Indebtedness or other
obligation in connection with any Permitted Securitization Transaction
other than Funded Debt (i) resulting from the transfer of any
Securitization Assets in connection with a Permitted Securitization
Transaction so long as such Funded Debt is non-recourse as to the Borrowers
and any Restricted Subsidiary (except for Standard Securitization
Undertakings) and (ii) consisting of Standard Securitization Undertakings.
SUBPART 2.5 Amendment to Section 6.18. Section 6.18 of the Existing
Credit Agreement is hereby amended in its entirety to read as follows:
6.18 Prepayment and Amendment of Certain Debt; Designation of Senior
Debt.
The Borrowers will not, and will not permit any Restricted Subsidiary
to:
(a) redeem, repurchase, defease, purchase prior to maturity or
prepay the 2011 Senior Notes, the 2013 Senior Notes, the 2016 Senior
Notes or any Subordinated Debt, except (i) in connection with any
refinancing of the 2011 Senior Notes, the 2013 Senior Notes, the 2016
Senior Notes or any Subordinated Debt permitted by the terms of
Section 6.3, and (ii) redemptions, repurchases, defeasances, purchases
or prepayments of the 2011 Senior Notes and/or the 2013 Senior Notes
in an aggregate amount not to exceed (1) $50,000,000 for all such
redemptions, repurchases, defeasances, purchases or prepayments of the
2011 Senior Notes and/or the 2013 Senior Notes made in any 12-month
period and (2) $100,000,000 for all such redemptions, repurchases,
defeasances, purchases or prepayments of the 2011 Senior Notes and/or
the 2013 Senior Notes made after the Closing Date; provided that, in
the case of any such redemption, repurchase, defeasance, purchase or
prepayment described in this clause (ii) (A) no Default or Event of
Default has occurred and is continuing or would be directly or
indirectly caused as a result thereof and (B) after giving effect to
any such redemption, repurchase, defeasance, purchase or prepayment,
the Borrowers shall have availability under the Aggregate Revolving
Committed Amount of at least $300,000,000; and provided further that
if the Leverage Ratio both before and after giving effect to any such
redemption, repurchase, defeasance, purchase or prepayment on a Pro
Forma Basis does not exceed 3.00 to 1.00 and if the conditions in
clause (A) and (B) above have been satisfied, the Borrower may make
additional redemptions, repurchases, defeasances, purchases or
prepayments of the 2011 Senior Notes and/or the 2013 Senior Notes
pursuant to this clause (ii) in an aggregate amount for all such
additional redemptions, repurchases, defeasances, purchases or
prepayments not to exceed $75,000,000 (it being understood and agreed
that any redemption, repurchase, defeasance, purchase or prepayment of
the 2011 Senior Notes and/or the 2013 Senior Notes that is permitted
by this subsection at the time it is made shall thereafter be
permitted by this subsection regardless of whether the conditions set
forth in clauses (A) and (B) above continue to be satisfied;
(b) amend, modify, waive or extend or permit the amendment,
modification, waiver or extension of any term of any document
governing or relating to the 2011 Senior Notes, the 2013 Senior Notes,
the 2016 Senior Notes or any Subordinated Debt in a manner that is
adverse to the interests of the Lenders; or
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(c) designate any Indebtedness of a Borrower or any Restricted
Subsidiary as "Senior Indebtedness", "Designated Senior Indebtedness"
or any similar designation under any agreement governing any
Subordinated Debt of a Borrower or any Restricted Subsidiary, other
than Indebtedness under the Credit Documents, Secured Hedging
Agreements and the Senior Note Indentures, and any other Indebtedness
subject to a Permitted Lien, together with any refinancing thereof
permitted pursuant to Section 6.3.
PART III
CONSENT
In connection with this Amendment, the Credit Parties and the Collateral
Agent intend to enter into a corresponding amendment to the U.S. Security
Agreement (Non-Shared Collateral) in order to make certain conforming changes to
that document and clarify that the Liens granted pursuant to such document do
not extend to Securitization Assets. The Required Lenders hereby acknowledge
that they have received and been informed as to the terms and conditions of such
amendment, and hereby consent to and hereby direct the Collateral Agent to enter
into such amendment to the U.S. Security Agreement (Non-Shared Collateral) in
the form of the amendment thereto attached as Exhibit A to this Amendment and to
amend any applicable UCC financing statement consistent with the amendment to
the U.S. Security Agreement (Non-Shared Collateral). The consent contained
herein shall be effective only to the extent specifically set forth herein and
shall not be deemed a consent to any transaction or future action on the part of
any Credit Party requiring the Lenders consent or approval under the Amended
Credit Agreement.
PART IV
CONDITIONS TO EFFECTIVENESS
This Amendment shall be and become effective as of the date hereof (the
"First Amendment Effective Date") when all of the conditions set forth in this
Part IV shall have been satisfied, and thereafter this Amendment shall be known,
and may be referred to, as the "First Amendment."
SUBPART 4.1. Execution of Counterparts of Amendment. The
Administrative Agent shall have received counterparts (or other evidence of
execution, including telephonic message, satisfactory to the Administrative
Agent) of this Amendment, which collectively shall have been duly executed
on behalf of the Borrowers, the Guarantors and the Required Lenders.
SUBPART 4.2 No Default. No Default or Event of Default shall exist on
the First Amendment Effective Date.
SUBPART 4.3 Accuracy of Representations and Warranties. The
representations and warranties of the Credit Parties contained in Article
III of the Amended Credit Agreement or any other Credit Document, or which
are contained in any document furnished at any time under or in connection
herewith or therewith, shall be true and correct in all material respects
on and as of the First Amendment Effective Date (except for those which
expressly relate to an earlier date).
SUBPART 4.4 Other Fees and Out of Pocket Costs. The Borrowers shall
have paid any and all reasonable out-of-pocket costs (to the extent
invoiced) incurred by the Administrative Agent, the Collateral Agent or
Wachovia Capital Markets, LLC (including the reasonable fees and expenses
of the Administrative Agent's and the Collateral Agent's legal counsel),
and all other fees and other amounts payable to the Administrative Agent,
the Collateral Agent or Wachovia Capital Markets, LLC, in each case in
connection with the arrangement, negotiation, preparation, execution and
delivery of this Amendment and the administration of the Amended Credit
Agreement.
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PART V
MISCELLANEOUS
SUBPART 5.1 Cross-References. References in this Amendment to any Part
or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 5.2. Instrument Pursuant to Existing Credit Agreement. This
Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and
provisions of the Amended Credit Agreement.
SUBPART 5.3. References in Other Agreements. At such time as this
Amendment shall become effective pursuant to the terms of Part IV, all
references in the Credit Documents to the "Credit Agreement" shall be
deemed to refer to the Amended Credit Agreement.
SUBPART 5.4. Representations and Warranties of the Credit Parties.
Each Credit Party hereby represents and warrants that (a) it has the
requisite power and authority to execute, deliver and perform this
Amendment, (b) it is duly authorized to, and has been authorized by all
necessary action, to execute, deliver and perform this Amendment, (c) the
representations and warranties contained in Article III of the Amended
Credit Agreement are true and correct in all material respects on and as of
the date hereof as though made on and as of such date and after giving
effect to the amendments contained herein (except for those which expressly
relate to an earlier date) and (d) no Default or Event of Default exists
under the Existing Credit Agreement on and as of the date hereof both
before and after giving effect to the amendments contained herein.
SUBPART 5.5. Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement. Delivery of executed counterparts of this Amendment by telecopy
shall be effective as an original and shall constitute a representation
that an original will be delivered.
SUBPART 5.6. Governing Law, Etc. THIS AMENDMENT SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The
jurisdiction, service of process and waiver of jury trail provisions set
forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby
incorporated by reference, mutatis mutandis.
SUBPART 5.7. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 5.8. Reaffirmation of Credit Party Obligations. Each Credit
Party hereby ratifies the Amended Credit Agreement and acknowledges and
reaffirms (i) that it is bound by all terms of the Amended Credit Agreement
and (ii) that it is responsible for the observance and full performance of
the Credit Party Obligations. Without limiting the generality of the
proceeding sentence, each of the Guarantors confirms that it jointly and
severally guarantees the prompt payment when due of the applicable Credit
Party Obligations in accordance with, and pursuant to the terms of,
Articles X and XI of the Amended Credit Agreement, as applicable.
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SUBPART 5.9. No Other Modification. Except to the extent specifically
provided to the contrary in this Amendment, all terms and conditions of the
Existing Credit Agreement and the other Credit Documents shall remain in
full force and effect, without modification or limitation.
SUBPART 5.10. Receivables Sale Agreement. On or prior to the date
hereof, the Company shall deliver to the Administrative Agent the most
recent drafts of the Second Amended and Restated Receivables Sale
Agreement, to be dated on or about August 31, 2008, among the Company, as
parent, the originators from time to time party thereto and Rock-Tenn
Financial, Inc., as buyer, and any material documents to be executed in
connection therewith (collectively, the "Securitization Documents"). The
Company hereby agrees that the Securitization Documents will not be
modified prior to the execution thereof in a manner that is adverse to the
interests of the Lenders in any material respect.
[remainder of page intentionally left blank]
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Each of the parties hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date first above written.
BORROWERS: ROCK-TENN COMPANY
- ---------
By: /s/ John D. Stakel
--------------------------
Name: John D. Stakel
--------------------------
Title: Vice President - Treasurer
--------------------------
ROCK-TENN COMPANY OF CANADA
By: /s/ John D. Stakel
--------------------------
Name: John D. Stakel
--------------------------
Title: Vice President - Treasurer
--------------------------
ROCK-TENN COMPANY
ROCK-TENN COMPANY OF CANADA
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
GUARANTORS: ALLIANCE ASIA, LLC
- ---------- PCPC, INC.
PREFLEX LLC
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 AND PAPERBOARD, LLC
ROCK-TENN PACKAGING COMPANY
ROCK TENN PARTITION COMPANY
ROCK-TENN SERVICES INC.
ROCK-TENN SHARED SERVICES, LLC
SCHIFFENHAUS INDUSTRIES, INC.
SCHIFFENHAUS PACKAGING CORP.
SCHIFFENHAUS SERVICES, INC.
SOUTHERN CONTAINER CORP.
SOUTHERN CONTAINER HOLDING CORP.
SOUTHERN CONTAINER MANAGEMENT CORP.
TENCORR CONTAINERBOARD INC.
WALDORF CORPORATION
By: /s/ John D. Stakel
--------------------------------
Name: John D. Stakel
--------------------------------
Title: Vice President - Treasurer
--------------------------------
ALLIANCE DISPLAY COMPANY OF CANADA
LING-INDUSTRIES INC.
LING-QUEBEC INC.
ROCK-TENN COMPANY OF CANADA III
WILCO INC.
By: /s/ John D. Stakel
--------------------------------
Name: John D. Stakel
--------------------------------
Title: Vice President - Treasurer
--------------------------------
ROCK-TENN COMPANY
ROCK-TENN COMPANY OF CANADA
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
ADMINISTRATIVE/COLLATERAL AGENT: WACHOVIA BANK, NATIONAL ASSOCIATION,
- -------------------------------- as Administrative Agent and Collateral Agent
By: /s/ Andrew G. Payne
-------------------------------------
Name: Andrew G. Payne
-------------------------------------
Title: Director
-------------------------------------
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
-------------------------------------
LENDER: 1st Farm Credit Services, PCA
- ------- -----------------------------
By: /s/ Dale A. Richardson
-------------------------------------
Name: Dale A. Richardson
-------------------------------------
Title: VP, Illinois Capital Markets Group
-------------------------------------
LENDER: AGCHOICE FARM CREDIT, ACA
- ------- -------------------------
By: /s/ Mark F. Kerstetter
-------------------------------------
Name: Mark F. Kerstetter
-------------------------------------
Title: Vice President
-------------------------------------
LENDER: AgFirst Farm Credit Bank
- ------- ------------------------
By: /s/ Matt Jeffords
-------------------------------------
Name: Matt Jeffords
-------------------------------------
Title: Assistant Vice President
-------------------------------------
ROCK-TENN COMPANY
ROCK-TENN COMPANY OF CANADA
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
LENDER: AgStar Financial Services, PCA
- ------- ------------------------------
By: /s/ Troy Mostaert
---------------------------------------
Name: Troy Mostaert
---------------------------------------
Title: Vice President
---------------------------------------
LENDER: AIB Debt Management Limited
- ------- ---------------------------
By: /s/ Joseph Augustini
---------------------------------------
Name: Joseph Augustini
---------------------------------------
Title: Senior Vice President, Investment
---------------------------------------
Advisor to AIB Debt Management, Limited
---------------------------------------
By: /s/ Shane O'Driscoll
---------------------------------------
Name: Shane O'Driscoll
---------------------------------------
Title: Assistant Vice President, Investment
---------------------------------------
Advisor to AIB Debt Management, Limited
---------------------------------------
LENDER: Atlantic Capital Bank
- ------- ---------------------
By: /s/ H. Glenn Little
---------------------------------------
Name: H. Glenn Little
---------------------------------------
Title: Senior Vice President
---------------------------------------
LENDER: Badgerland Farm Credit Services, FLCA
- ------- -------------------------------------
By: /s/ Kenneth H. Rue
---------------------------------------
Name: Kenneth H. Rue
---------------------------------------
Title: VP - Loan Participations and Capital
---------------------------------------
Markets
---------------------------------------
LENDER: BANK OF AMERICA
- ------- ---------------
By: /s/ Michael L. Letson, Jr.
---------------------------------------
Name: Michael L. Letson, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
ROCK-TENN COMPANY
ROCK-TENN COMPANY OF CANADA
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
LENDER: BARCLAYS BANK PLC
- ------- -----------------
By: /s/ David Barton
---------------------------------------
Name: David Barton
---------------------------------------
Title: Director
---------------------------------------
LENDER: CITIBANK, N.A.
- ------- --------------
By: /s/ Jason Quinn
---------------------------------------
Name: Jason Quinn
---------------------------------------
Title: Vice President
---------------------------------------
LENDER: TD Bank, N.A.
- ------- -------------
By: /s/ Nick Lotz
---------------------------------------
Name: Nick Lotz
---------------------------------------
Title: Vice President
---------------------------------------
LENDER: Hewett's Island CLO V, Ltd
- ------- --------------------------
By: CypressTree Investment Management, LLP
---------------------------------------
as Portfolio Manager
---------------------------------------
By: /s/ Robert Weeden
---------------------------------------
Name: Robert Weeden
---------------------------------------
Title: Managing Director
---------------------------------------
LENDER: FARM CREDIT BANK OF TEXAS
- ------- -------------------------
By: /s/ Luis M. H. Requejo
---------------------------------------
Name: Luis M. H. Requejo
---------------------------------------
Title: Director Capital Markets
---------------------------------------
ROCK-TENN COMPANY
ROCK-TENN COMPANY OF CANADA
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
LENDER: Farm Credit Services of America, PCA
- ------- ------------------------------------
By: /s/ Steven L. Moore
-----------------------------------------
Name: Steven L. Moore
-----------------------------------------
Title: Vice President
-----------------------------------------
LENDER: Farm Credit Services of the Mountain Plains, PCA
- ------- ------------------------------------------------
By: /s/ Bradley K. Leafgren
-----------------------------------------
Name: Bradley K. Leafgren
-----------------------------------------
Title: Vice President
-----------------------------------------
LENDER: FARM CREDIT WEST, PCA
- ------- ---------------------
By: /s/ Ben Madonna
-----------------------------------------
Name: Ben Madonna
-----------------------------------------
Title: Vice President
-----------------------------------------
LENDER: CoBank, ACB
- ------- -----------
By: /s/ Michael Tousignant
-----------------------------------------
Name: Michael Tousignant
-----------------------------------------
Title: Vice President
-----------------------------------------
LENDER: United FCS, PCA, d/b/a FCS Commercial Finance
- ------- ---------------------------------------------
Group,
------
By: /s/ Lisa Caswell
-----------------------------------------
Name: Lisa Caswell
-----------------------------------------
Title: Assistant Vice President
-----------------------------------------
ROCK-TENN COMPANY
ROCK-TENN COMPANY OF CANADA
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
LENDER: FCS Financial, PCA
- ------- ------------------
By: /s/ Lee Fuchs
-----------------------------------------
Name: Lee Fuchs
-----------------------------------------
Title: Vice President
-----------------------------------------
LENDER: First Pioneer Farm Credit, ACA
- ------- ------------------------------
By: /s/ James M. Papai
-----------------------------------------
Name: James M. Papai
-----------------------------------------
Title: Senior Vice President
-----------------------------------------
LENDER: First Tennessee Bank, National Association
- ------- ------------------------------------------
By: /s/ Rotcher Watkins
-----------------------------------------
Name: Rotcher Watkins
-----------------------------------------
Title: Senior Vice President
-----------------------------------------
LENDER: Greenstone Farm Credit Services ACA/FLCA
- ------- ----------------------------------------
By: /s/ Jeff Pavlik
-----------------------------------------
Name: Jeff Pavlik
-----------------------------------------
Title: Vice President
-----------------------------------------
LENDER: JP Morgan Chase, National Association
- ------- -------------------------------------
By: /s/ Robert P. Carswell
-----------------------------------------
Name: Robert P. Carswell
-----------------------------------------
Title: Vice President
-----------------------------------------
ROCK-TENN COMPANY
ROCK-TENN COMPANY OF CANADA
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
LENDER: MANUFACTURERS AND TRADERS TRUST COMPANY
- ------- ---------------------------------------
By: /s/ Brooks W. Thropp
-----------------------------------------
Name: Brooks W. Thropp
-----------------------------------------
Title: Administrative Vice President
-----------------------------------------
LENDER: Nordea Bank Finland Plc, acting through its
- ------- -------------------------------------------
New York and Grand Cayman branches
----------------------------------
By: /s/ Martin Lunder
-----------------------------------------
Name: Martin Lunder
-----------------------------------------
Title: Senior Vice President
-----------------------------------------
By: /s/ Leena Parker
-----------------------------------------
Name: Leena Parker
-----------------------------------------
Title: Vice President
-----------------------------------------
LENDER: Capital One Leverage Finance Corp.
- ------- ----------------------------------
By: /s/ Paul J. Dellova, Jr.
-----------------------------------------
Name: Paul J. Dellova, Jr.
-----------------------------------------
Title: Senior Vice President
-----------------------------------------
LENDER: The Northern Trust Company
- ------- --------------------------
By: /s/ John C. Canty
-----------------------------------------
Name: John C. Canty
-----------------------------------------
Title: Senior Vice President
-----------------------------------------
ROCK-TENN COMPANY
ROCK-TENN COMPANY OF CANADA
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
LENDER: Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
- ------- ----------------------------------------------------
"Rabobank Nederland" New York Branch
------------------------------------
By: /s/ Tamira Treffers-Herrera
---------------------------------------------
Name: Tamira Treffers-Herrera
---------------------------------------------
Title: Executive Director
---------------------------------------------
By: /s/ Wenchi Hu
---------------------------------------------
Name: Wenchi Hu
---------------------------------------------
Title: Executive Director
---------------------------------------------
LENDER: Raymond James Bank, FSB
- ------- -----------------------
By: /s/ Andrew D. Hahn
---------------------------------------------
Name: Andrew D. Hahn
---------------------------------------------
Title: Senior Vice President
---------------------------------------------
LENDER: RBC BANK (USA)
- ------- --------------
By: /s/ James R. Pryor
---------------------------------------------
Name: James R. Pryor
---------------------------------------------
Title: Managing Director
---------------------------------------------
LENDER: RZB Finance LLC
- ------- ---------------
By: /s/ Christoph Hoedl
---------------------------------------------
Name: Christoph Hoedl
---------------------------------------------
Title: Group Vice President
---------------------------------------------
By: /s/ Randall Abrams
---------------------------------------------
Name: Randall Abrams
---------------------------------------------
Title: Vice President
---------------------------------------------
LENDER: SUNTRUST BANK
- ------- -------------
By: /s/ Bradley Staples
---------------------------------------------
Name: Bradley Staples
---------------------------------------------
Title: Managing Director
---------------------------------------------
ROCK-TENN COMPANY
ROCK-TENN COMPANY OF CANADA
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION
- ------- -----------------------------------
By: /s/ Andrew G. Payne
---------------------------------------------
Name: Andrew G. Payne
---------------------------------------------
Title: Director
---------------------------------------------
LENDER: TRISTATE CAPITAL BANK
- ------- ---------------------
By: /s/ Tricia Balser
---------------------------------------------
Name: Tricia Balser
---------------------------------------------
Title: Vice President
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LENDER: WACHOVIA CAPITAL FINANCE CORPORATION (CANADA)
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By: /s/ Raymond Eghobamien
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Name: Raymond Eghobamien
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Title: Vice President, Wachovia Capital Finance
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Corporation (Canada)
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ROCK-TENN COMPANY
ROCK-TENN COMPANY OF CANADA
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT