EXHIBIT 4.1 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT is dated as of December 7, 2004 (the "AMENDMENT"), by and among ROCK-TENN COMPANY, a Georgia corporation (the "BORROWER"), SUNTRUST BANK, a banking corporation...Credit Agreement • December 14th, 2004 • Rock Tenn Co • Paperboard containers & boxes • Georgia
PART II AMENDMENTS TO EXISTING CREDIT AGREEMENTCredit Agreement • May 13th, 2009 • Rock-Tenn CO • Paperboard containers & boxes
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN ROCK-TENN COMPANY, ROCK- TENN PACKAGING AND PAPERBOARD, LLCAsset Purchase Agreement • August 9th, 2005 • Rock-Tenn CO • Paperboard containers & boxes • North Carolina
EXHIBIT 10.11 CONSULTING AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into this ___ day of January, 1997, by and between EUGENE U. FREY, an individual resident of the State of Florida ("Consultant"); and ROCK-TENN COMPANY, a Georgia...Consulting Agreement • December 22nd, 1997 • Rock Tenn Co • Paperboard containers & boxes • Minnesota
EXHIBIT 10.9 CONTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 5, 1997Contribution Agreement • December 22nd, 1997 • Rock Tenn Co • Paperboard containers & boxes • Delaware
among,Credit Agreement • August 9th, 2005 • Rock-Tenn CO • Paperboard containers & boxes • New York
RECITALSEmployment Agreement • December 19th, 2003 • Rock Tenn Co • Paperboard containers & boxes • North Carolina
1 EXHIBIT 4.3 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of June 6, 1997 (the "Amendment") by and among ROCK- TENN COMPANY, a Georgia corporation (the "Borrower"), the Lenders under the Credit Agreement (as...Credit Agreement • December 22nd, 1997 • Rock Tenn Co • Paperboard containers & boxes • Georgia
amongCredit Agreement • February 5th, 1997 • Rock Tenn Co • Paperboard containers & boxes • Georgia
1 EXHIBIT 4.1 CREDIT AGREEMENT dated as of January 21, 1997Credit Agreement • December 22nd, 1997 • Rock Tenn Co • Paperboard containers & boxes • Georgia
EXECUTION EMPLOYMENT AGREEMENT, dated as of February 6, 2006 (the "Effective Date"), by and between Rock-Tenn Company, a Georgia corporation ("Rock-Tenn"), and James A. Rubright ("Executive"). WHEREAS, the Compensation and Options Committee of the...Employment Agreement • May 9th, 2006 • Rock-Tenn CO • Paperboard containers & boxes • Georgia
WITNESSETH:Retention Agreement • February 14th, 2000 • Rock Tenn Co • Paperboard containers & boxes • Georgia
AMONGReceivables Sale Agreement • February 9th, 2006 • Rock-Tenn CO • Paperboard containers & boxes • Georgia
1 EXHIBIT 4.2 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of February 20, 1997 (the "Amendment") by and among ROCK-TENN COMPANY, a Georgia corporation (the "Borrower"), SUNTRUST BANK, ATLANTA in its capacity...Credit Agreement • December 22nd, 1997 • Rock Tenn Co • Paperboard containers & boxes • Georgia
PAGE ---- STOCK ............................................................... ...................7 Section 1. Purchase of Shares............................................2 1.1 Transfer of Shares............................................2 1.2...Stock Purchase Agreement • February 5th, 1997 • Rock Tenn Co • Paperboard containers & boxes • Minnesota
1 EXHIBIT 10.10 (LOGO) ROCK-TENN COMPANYSeverance Agreement • December 20th, 2000 • Rock Tenn Co • Paperboard containers & boxes • Georgia
SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT DATED AS OF SEPTEMBER 15, 2014 AMONG ROCK-TENN FINANCIAL, INC., AS BORROWER, ROCK-TENN CONVERTING COMPANY, AS SERVICER, THE LENDERS AND CO-AGENTS FROM TIME TO TIME PARTY HERETO, AND COÖPERATIEVE...Credit and Security Agreement • November 24th, 2014 • Rock-Tenn CO • Paperboard containers & boxes • New York
and amends and restates in its entirety that certain Fifth Amended and Restated Credit and Security Agreement dated as of December 21, 2012, as amended prior to the effectiveness of this Agreement, by and among the Loan Parties, Nieuw Amsterdam Receivables Corporation, Rabobank, individually and as a Co-Agent, the other Lenders and the Co-Agents from time to time party thereto, and Rabobank, as Administrative Agent.
ROCK-TENN COMPANY as Issuer and THE GUARANTORS PARTY HERETO 91/4% SENIOR NOTES DUE 2016 INDENTURE DATED AS OF MARCH 5, 2008 HSBC BANK USA, NATIONAL ASSOCIATION as TrusteeIndenture • March 11th, 2008 • Rock-Tenn CO • Paperboard containers & boxes • New York
This Indenture, dated as of March 5, 2008, 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”).
600,000,000 CREDIT AGREEMENT Dated as of July 1, 2015 among, ROCKTENN CP, LLC, ROCK-TENN CONVERTING COMPANY and MEADWESTVACO VIRGINIA CORPORATION,Credit Agreement • July 2nd, 2015 • Rock-Tenn CO • Paperboard containers & boxes • New York
EXHIBIT 10.8 JOINT VENTURE AGREEMENT DATED AS OF SEPTEMBER 5, 1997Joint Venture Agreement • December 22nd, 1997 • Rock Tenn Co • Paperboard containers & boxes • Delaware
MEADWESTVACO CORPORATION as Issuer, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON as TrusteeFirst Supplemental Indenture • July 2nd, 2015 • Rock-Tenn CO • Paperboard containers & boxes • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of July 1, 2015, among MeadWestvaco Corporation, a Delaware corporation (the “Company”), WestRock Company, a Delaware corporation (“WestRock”), Rock-Tenn Company, a Georgia corporation (“RKT” and, together with WestRock, the “New Guarantors” and, together with the Company, the “Obligors”), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation, as trustee (the “Trustee”) under the hereafter defined Indenture.
MEADWESTVACO CORPORATION as Issuer, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON as TrusteeThird Supplemental Indenture • July 2nd, 2015 • Rock-Tenn CO • Paperboard containers & boxes • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of July 1, 2015, among MeadWestvaco Corporation, a Delaware corporation (the “Company”), WestRock Company, a Delaware corporation (“WestRock”), Rock-Tenn Company, a Georgia corporation (“RKT” and, together with WestRock, the “Guarantors” and, together with the Company, the “Obligors”), and The Bank of New York Mellon (as successor to Irving Trust Company), a New York banking corporation, as trustee (the “Trustee”) under the hereafter defined Indenture.
MEADWESTVACO CORPORATION as Issuer, THE GUARANTORS PARTY HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS as TrusteeSeventh Supplemental Indenture • July 2nd, 2015 • Rock-Tenn CO • Paperboard containers & boxes • New York
SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of July 1, 2015, among MeadWestvaco Corporation, a Delaware corporation (the “Company”), WestRock Company, a Delaware corporation (“WestRock”), Rock-Tenn Company, a Georgia corporation (“RKT” and, together with WestRock, the “Guarantors” and, together with the Company, the “Obligors”), and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), a New York banking corporation, as trustee (the “Trustee”) under the hereafter defined Indenture.
CREDIT AGREEMENT Dated as of May 27, 2011 among, ROCK-TENN COMPANY, as a Borrower, ROCK-TENN COMPANY OF CANADA/COMPAGNIE ROCK-TENN DU CANADA, as the Canadian Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors,...Credit Agreement • May 27th, 2011 • Rock-Tenn CO • Paperboard containers & boxes • New York
THIS CREDIT AGREEMENT, dated as of May 27, 2011 (the “Agreement” or “Credit Agreement”), is by and among ROCK-TENN COMPANY, a Georgia corporation (the “Company”), ROCK-TENN COMPANY OF CANADA/COMPAGNIE ROCK-TENN DU CANADA, a Nova Scotia unlimited liability company (the “Canadian Borrower,” and, together with the Company and any other Subsidiary of the Company designated by the Company as an additional Borrower pursuant to Section 2.1(f) or Section 2.2(h) hereof, the “Borrowers”), those Domestic Subsidiaries of the Company identified as “U.S. Guarantors” on the signature pages hereto and such other Domestic Subsidiaries of the Company that hereafter become parties hereto (collectively, the “U.S. Guarantors”), those Subsidiaries and the parent of the Canadian Borrower identified as “Canadian Guarantors” on the signature pages hereto and such other Subsidiaries of the Canadian Borrower that hereafter become parties hereto (collectively, the “Canadian Guarantors”), the lenders named herein
AGREEMENT AND PLAN OF MERGER by and among ROCK-TENN COMPANY, SAM ACQUISITION, LLC and SMURFIT-STONE CONTAINER CORPORATION Dated as of January 23, 2011Merger Agreement • February 25th, 2011 • Rock-Tenn CO • Paperboard containers & boxes • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 23, 2011 (the “Agreement”), by and among ROCK-TENN COMPANY, a Georgia corporation (“Parent”), SAM ACQUISITION, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and SMURFIT-STONE CONTAINER CORPORATION, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 9.12; and
FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT DATED AS OF MAY 27, 2011 AMONG ROCK-TENN FINANCIAL, INC., AS BORROWER, ROCK-TENN CONVERTING COMPANY, AS SERVICER, THE LENDERS AND CO-AGENTS FROM TIME TO TIME PARTY HERETO, AND COÖPERATIEVE...Credit and Security Agreement • May 27th, 2011 • Rock-Tenn CO • Paperboard containers & boxes • New York
and amends and restates in its entirety that certain Third Amended and Restated Credit and Security Agreement dated as of August 14, 2009, as amended prior to the effectiveness of this Agreement, by and among the Loan Parties, Nieuw Amsterdam Receivables Corporation, Rabobank, individually and as a Co-Agent, Toronto Dominion (New York) LLC, individually and as a Co-Agent, and Rabobank, as Administrative Agent.
MEADWESTVACO CORPORATION as Issuer, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON as TrusteeFourth Supplemental Indenture • July 2nd, 2015 • Rock-Tenn CO • Paperboard containers & boxes • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of July 1, 2015, among MeadWestvaco Corporation, a Delaware corporation (the “Company”), WestRock Company, a Delaware corporation (“WestRock”), Rock-Tenn Company, a Georgia corporation (“RKT” and, together with WestRock, the “Guarantors” and, together with the Company, the “Obligors”), and The Bank of New York Mellon (as successor to The First National Bank of Chicago and Bank One Trust Company), a New York banking corporation, as trustee (the “Trustee”) under the hereafter defined Indenture.
ROCK-TENN COMPANY as Issuer and THE GUARANTORS PARTY HERETOSupplemental Indenture • July 2nd, 2015 • Rock-Tenn CO • Paperboard containers & boxes • New York
SUPPLEMENTAL INDENTURE NO. 3, dated as of July 1, 2015, among Rock-Tenn Company, a Georgia corporation (the “Company”), WestRock Company, a Delaware corporation (“WestRock”), MeadWestvaco Corporation, a Delaware corporation (“MWV” and, together with WestRock, the “New Guarantors”), and HSBC Bank USA, National Association, as trustee (the “Trustee”) under the hereafter defined Indenture.
BUSINESS COMBINATION AGREEMENT by and between MEADWESTVACO CORPORATION and ROCK-TENN COMPANY Dated as of January 25, 2015Business Combination Agreement • January 27th, 2015 • Rock-Tenn CO • Paperboard containers & boxes • Georgia
THIS BUSINESS COMBINATION AGREEMENT, dated as of January 25, 2015 (this “Agreement”), by and between MeadWestvaco Corporation, a Delaware corporation (“MWV”), and Rock-Tenn Company, a Georgia corporation (“RockTenn”).
FIFTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • November 24th, 2014 • Rock-Tenn CO • Paperboard containers & boxes • New York
and amends and restates in its entirety that certain Fourth Amended and Restated Receivables Sale Agreement dated as of December 21, 2012, by and among Parent, the Originators and Buyer (as amended from time to time prior to the date hereof, the “2012 Agreement”), which amended and restated that certain Third Amended and Restated Receivables Sale Agreement dated as of May 27, 2011, by and among Parent, the Originators and Buyer (as amended from time to time prior to the date of the 2012 Agreement, the “2011 Agreement”), which amended and restated that certain Second Amended and Restated Receivables Sale Agreement dated as of September 2, 2008 by and among Parent, certain of the Originators (or their predecessors), certain other originators and Buyer (as amended from time to time prior to the date of the 2011 Agreement, the “2008 Agreement”), which amended and restated that certain Amended and Restated Receivables Sale Agreement dated as of October 26, 2005 by and among Parent, certain
ROCK-TENN COMPANY as Issuer and THE GUARANTORS PARTY HERETO 3.500% SENIOR NOTES DUE 2020Indenture • October 2nd, 2012 • Rock-Tenn CO • Paperboard containers & boxes • New York
This Indenture, dated as of September 11, 2012, is by and among Rock-Tenn Company, a Georgia corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
AMONGCredit and Security Agreement • February 9th, 2006 • Rock-Tenn CO • Paperboard containers & boxes • Georgia
SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 11th, 2015 • Rock-Tenn CO • Paperboard containers & boxes • Georgia
THIS SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT, dated as of April 17, 2015 (this “Agreement”), by and among Rome-Milan Holdings, Inc., a Delaware corporation (“TopCo”), MeadWestvaco Corporation, a Delaware corporation (“MWV”), Rock-Tenn Company, a Georgia corporation (“RockTenn”), Rome Merger Sub, Inc., a Georgia corporation (“RockTenn Merger Sub”), and Milan Merger Sub, LLC, a Delaware limited liability company (“MWV Merger Sub” and, together with RockTenn Merger Sub, the “Merger Subs”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2015 • Rock-Tenn CO • Paperboard containers & boxes • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”), by and among ROCKTENN-SOUTHERN CONTAINER, LLC, a Delaware limited liability company (“RTSC”) (successor-in-interest to Southern Container Corp., a Delaware corporation), ROCK-TENN SERVICES INC., a Georgia corporation (“Employer”), and JAMES B. PORTER III (“Executive”), is entered into as of December 22, 2014, to be effective as of January 1, 2015.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 14th, 2003 • Rock Tenn Co • Paperboard containers & boxes • Georgia
THIS THIRD AMENDMENT TO CREDIT AGREEMENT is dated as of March 31, 2003 (the “Amendment”), by and among ROCK-TENN COMPANY, a Georgia corporation (the “Borrower”), SUNTRUST BANK, a banking corporation organized under the laws of the State of Georgia (“SunTrust”), the other banks and financial institutions listed on the signature pages hereof (SunTrust and such other banks, lending institutions and assignees thereof referred to collectively herein as the “Lenders”), SUNTRUST BANK, in its capacity as Agent for the Lenders (the “Agent”), BANK OF AMERICA, N.A., as Syndication Agent (the “Syndication Agent”) and WACHOVIA BANK, N.A., as Documentation Agent (the “Documentation Agent”).
