REGISTRATION RIGHTS AGREEMENT by and among Rock-Tenn Company, the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Wells Fargo Securities, LLC, as Representatives of the Initial Purchasers party hereto Dated as of...Registration Rights Agreement • February 8th, 2013 • Rock-Tenn Co of Texas • Paperboard containers & boxes • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 22, 2012, by and among Rock-Tenn Company, a Georgia corporation (the “Company”), the Guarantors party hereof (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several Initial Purchasers named in Schedule A (the “Initial Purchasers”). The Initial Purchasers have agreed to purchase the Company’s 4.450% Senior Notes due 2019 (the “2019 Notes”) and the Company’s 4.900% Senior Notes due 2022 (the “2022 Notes” and together with the 2019 Notes, the “Notes”), which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
OPERATING AGREEMENT OF ROCK-TENN MILL COMPANY, LLCOperating Agreement • February 8th, 2013 • Rock-Tenn Co of Texas • Paperboard containers & boxes • Georgia
THIS OPERATING AGREEMENT (this “Agreement”) of ROCK-TENN MILL COMPANY, LLC, a Georgia limited liability company (the “Company”), is adopted as of May 26, 2005 (the “Effective Date”), by ROCK-TENN CONVERTING COMPANY, a Georgia corporation, as the sole member of the Company (the “Sole Member”), and is consented to by Robert McIntosh as the organizer of the Company (“Organizer”).
ROCK-TENN COMPANY as Issuer and THE GUARANTORS PARTY HERETO 4.450% SENIOR NOTES DUE 2019 4.900% SENIOR NOTES DUE 2022 INDENTURE DATED AS OF FEBRUARY 22, 2012 HSBC BANK USA, NATIONAL ASSOCIATION as TrusteeIndenture • February 8th, 2013 • Rock-Tenn Co of Texas • Paperboard containers & boxes • New York
This Indenture, dated as of February 22, 2012, is by and among Rock-Tenn Company, a Georgia corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein), and HSBC Bank USA, National Association, as trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF ROCKTENN - SOLVAY, LLCLimited Liability Company Agreement • February 8th, 2013 • Rock-Tenn Co of Texas • Paperboard containers & boxes • Nevada
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ROCKTENN - SOLVAY, LLC, a Delaware limited liability company (the “Company”), is adopted as of October 1, 2010 (the “Effective Date”), by ROCKTENN – SOUTHERN CONTAINER, LLC, a Delaware limited liability company, and TENCORR CONTAINERBOARD, LLC, a Nevada limited liability company, as the members of the Company (the “Members”), and is consented to by Robert McIntosh as the organizer of the Company (“Organizer”).
OPERATING AGREEMENT OF ROCK-TENN LEASING COMPANY, LLCOperating Agreement • February 8th, 2013 • Rock-Tenn Co of Texas • Paperboard containers & boxes • Georgia
THIS OPERATING AGREEMENT OF ROCK-TENN LEASING COMPANY, LLC, a Georgia limited liability company (the “Company”), is made and entered into as of the 7th day of March, 2007, by ROCK-TENN CONVERTING COMPANY (“Managing Member”), a Georgia corporation and the Company.
OPERATING AGREEMENT OF TENCORR CONTAINERBOARD, LLCOperating Agreement • February 8th, 2013 • Rock-Tenn Co of Texas • Paperboard containers & boxes • Nevada
THIS OPERATING AGREEMENT (this “Agreement”) of TENCORR CONTAINERBOARD, LLC, a Nevada limited liability company (the “Company”), is adopted as of October 1, 2010 (the “Effective Date”), by ROCKTENN – SOUTHERN CONTAINER, LLC, a Delaware limited liability company, as the sole member of the Company (the “Sole Member”), and is consented to by Robert McIntosh as the organizer of the Company (“Organizer”).
OPERATING AGREEMENT OF ROCKTENN – SOUTHERN CONTAINER, LLCOperating Agreement • February 8th, 2013 • Rock-Tenn Co of Texas • Paperboard containers & boxes • Georgia
THIS OPERATING AGREEMENT (this “Agreement”) of ROCKTENN – SOUTHERN CONTAINER, LLC, a Delaware limited liability company (the “Company”), is adopted as of October 1, 2010 (the “Effective Date”), by ROCK-TENN CONVERTING COMPANY, a Georgia corporation, as the sole member of the Company (the “Sole Member”), and is consented to by Robert B. McIntosh as the organizer of the Company (“Organizer”).
OPERATING AGREEMENT OF ROCK-TENN XLS, LLCOperating Agreement • February 8th, 2013 • Rock-Tenn Co of Texas • Paperboard containers & boxes • Georgia
THIS OPERATING AGREEMENT (this “Agreement” ) of ROCK-TENN XLS, LLC, a Georgia limited liability company (the “Company”), is adopted as of March 28, 2011 (the “Effective Date”), by ROCK-TENN LEASING COMPANY, LLC a Georgia limited liability company, as the sole member of the Company (the “Sole Member”), and is consented to by Robert McIntosh as the organizer of the Company (“Organizer”).
LIMITED LIABILITY COMPANY AGREEMENT OF ROCKTENN CP, LLCLimited Liability Company Agreement • February 8th, 2013 • Rock-Tenn Co of Texas • Paperboard containers & boxes • Georgia
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ROCKTENN CP, LLC, a Delaware limited liability company (the “Company”), is adopted as of May 27, 2011 (the “Effective Date”), by ROCK-TENN COMPANY, a Georgia corporation, as the sole member of the Company (the “Sole Member”), and is consented to by Robert McIntosh as the organizer of the Company (“Organizer”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PREFLEX LLCLimited Liability Company Agreement • February 8th, 2013 • Rock-Tenn Co of Texas • Paperboard containers & boxes • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PREFLEX LLC, a Delaware limited liability company (the “Company”), is adopted as of March 5, 2008 (the “Effective Date”), by SOUTHERN CONTAINER CORP., a Delaware corporation, as the sole member of the Company (the “Sole Member”).
