AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Exhibit 10.15
AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
THIS AMENDMENT (this “Amendment”) is entered into as of October 25, 2006, by and among:
(a) Rock-Tenn Financial, Inc., a Delaware corporation (“Borrower”),
(b) Rock-Tenn Converting Company, a Georgia corporation (“Converting”), as
initial Servicer (the Servicer together with Borrower, the “Loan Parties” and each,
a “Loan Party”),
(c) Variable Funding Capital Company LLC, a Delaware limited liability company,
as assignee of Blue Ridge Asset Funding Corporation (“VFCC” or a “Conduit”), and
Wachovia Bank, National Association, in its capacity as liquidity provider to VFCC
(together with its successor, “Wachovia” and together with VFCC, the “VFCC Group” or
a “Conduit Group”),
(d) Three Pillars Funding LLC, a Delaware limited liability company (“TPF” or a
“Conduit”), and SunTrust Bank, in its capacity as liquidity provider to TPF
(together with its successor, “SunTrust” and together with TPF, the “TPF Group” or a
“Conduit Group”),
(e) Wachovia Bank, National Association, in its capacity as agent for the VFCC
Group (together with its successors and assigns in such capacity, the “VFCC Agent”
or a “Co-Agent”), and SunTrust Capital Markets, Inc., in its capacity as agent for
the TPF Group (together with its successors and assigns in such capacity, the “TPF
Agent” or a “Co-Agent”), and
(f) Wachovia Bank, National Association, in it capacity as administrative agent
for the Lenders hereunder or any successor administrative agent hereunder (together
with its successors and assigns hereunder, the “Administrative Agent” and together
with the Co-Agents, the “Agents”),
with respect to that certain Amended and Restated Credit and Security Agreement dated as of October
26, 2005, by and among the parties (the “Existing Agreement”). The Existing Agreement as amended
hereby is sometimes hereinafter referred to as the “Agreement.”
Unless otherwise indicated, capitalized terms used in this Amendment are used with the
meanings attributed thereto in the Existing Agreement.
1. Amendment to Existing Agreement. Subject to the terms and conditions hereinafter
set forth, the parties hereby agree as follows:
1.1. All references in the Existing Agreement to “Blue Ridge Asset Funding Corporation” and to
“Blue Ridge” (whether alone or as part of another defined term) are hereby replaced with references
to “Variable Funding Capital Company LLC” and “VFCC”, respectively.
1.2. Section 3.1 of the Existing Agreement is hereby amended and restated in its entirety to
read as follows:
Section 3.1. CP Costs. Borrower shall pay CP Costs with respect to the
principal balance of the Loans from time to time outstanding.
1.3. Section 14.5(b) of the Existing Agreement is hereby amended and restated in its entirety
to read as follows:
(b) Each of the Lenders and each of the Agents shall maintain and shall cause
each of its officers, directors, employees, investors, potential investors, credit
enhancers, outside accountants, attorneys and other advisors to maintain the
confidentiality of any nonpublic information with respect to the Originators and
the Loan Parties, except that any of the foregoing may disclose such information
(i) to any party to this Agreement, (ii) to any provider of a surety, guaranty or
credit or liquidity enhancement to any Conduit, (iii) to the outside accountants,
attorneys and other advisors of any Person described in clause (i) or (ii) above,
(iv) to any prospective or actual assignee or participant of any of the Agents or
any Lender, (v) to any rating agency who rates the Commercial Paper, to any
Commercial Paper dealer, (vi) to any other entity organized for the purpose of
purchasing, or making loans secured by, financial assets for which Wachovia or
SunTrust (or one of their Affiliates) acts as the administrative agent and to any
officers, directors, employees, outside accountants and attorneys of each of the
foregoing, provided that each Person described in the foregoing clause (ii), (iii),
(iv), (v) or (vi) is informed of the confidential nature of such information and,
in the case of a Person described in clause (iv), agrees in writing to maintain the
confidentiality of such information in accordance with this Section 14.5(b); and
(vii) as required pursuant to any law, rule, regulation, direction, request or
order of any judicial, administrative or regulatory authority or proceedings
(whether or not having the force or effect of law). Notwithstanding the foregoing,
(x) each Conduit and its officers, directors, employees, investors, potential
investors, credit enhancers, outside accountants, attorneys and other advisors
shall be permitted to disclose Receivables performance information and details
concerning the structure of the facility contemplated hereby in summary form and in
a manner not identifying the Originators, the Borrower, the Servicer, the Parent,
or the Obligors to prospective investors in Commercial Paper issued by such
Conduit, and (y) the Conduits, the Agents and the Lenders shall have no obligation
of confidentiality in respect of
any information which may be generally available to the public or becomes
available to the public through no fault of theirs or their respective Affiliates.
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1.4. The following new definitions are hereby inserted in Exhibit I to the Existing Agreement
in their appropriate alphabetical order:
“VFCC Commercial Paper Rate” means, for any CP Tranche Period of VFCC, a rate
per annum equal to the sum of (i) the rate or, if more than one rate, the weighted
average of the rates, determined by converting to an interest-bearing equivalent
rate per annum the discount rate (or rates) at which VFCC’s Related Commercial Paper
outstanding during such CP Tranche Period has been or may be sold by any placement
agent or commercial paper dealer selected by the VFCC Agent, plus (ii) the
commissions and charges charged by such placement agent or commercial paper dealer
with respect to such Related Commercial Paper, expressed as a percentage of the face
amount thereof and converted to an interest-bearing equivalent rate per annum.
1.5. Each of the following definitions in the Existing Agreement is hereby amended and
restated in its entirety to read, respectively, as follows:
“CP Costs” means:
(A) for TPF, for each day, the sum of (i) discount or interest accrued on its
Related Commercial Paper at the TPF Commercial Paper Rate on such day, plus (ii) any
and all accrued commissions and fees of placement agents, dealers and issuing and
paying agents incurred in respect of such Related Commercial Paper for such day; and
(B) for VFCC, for each day, the sum of (i) discount or interest accrued on its
Related Commercial Paper at the VFCC Commercial Paper Rate on such day, plus (ii)
any and all accrued commissions and fees of placement agents, dealers and issuing
and paying agents incurred in respect of such Related Commercial Paper for such day,
plus (iii) other costs associated with funding small or odd-lot amounts with respect
to all receivable purchase facilities which are funded by Pooled Commercial Paper
for such day.
“Related Commercial Paper” means, for any period with respect to either
Conduit, any Commercial Paper of such Conduit issued or deemed issued for purposes
of financing or maintaining any Loan by such Conduit (including any discount, yield,
or interest thereon) outstanding on any day during such period.
1.6.
The definition of “Pooled Commercial Paper” in Exhibit I to the Existing Agreement is
hereby deleted in its entirety.
2. Condition Precedent. This Amendment shall become effective as of the date first
above written upon receipt by the Administrative Agent of a counterpart hereof duly executed by
each of the parties hereto.
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3. Miscellaneous.
3.1. Except as expressly amended hereby, the Existing Agreement shall remain unaltered and in
full force and effect, and each of the parties hereby ratifies and confirms each of the Transaction
Documents to which it is a party.
3.2. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF GEORGIA WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.
3.3. EACH OF THE COMPANIES HEREBY ACKNOWLEDGES AND AGREES THAT:
3.3.1. IT IRREVOCABLY (i) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION, FIRST, OF ANY
UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY
GEORGIA STATE COURT, IN EITHER CASE SITTING IN XXXXXX COUNTY, GEORGIA, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENTS, AND (ii) WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
AN ACTION OR PROCEEDING IN SUCH COURTS.
3.3.2. TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF
ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THE EXISTING AGREEMENT (OR EXISTING AGREEMENTS)
TO WHICH IT IS A PARTY.
3.4. 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.
<Signature pages follow>
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ROCK-TENN FINANCIAL, INC., as Borrower
By: |
/s/ XXXXXX XXXXXXXXX | |||
Name: Xxxxxx Xxxxxxxxx | ||||
Title: Treasurer |
ROCK-TENN CONVERTING COMPANY, as Servicer
By: |
/s/ XXXXXXX X. XXXX | |||
Name: Xxxxxxx X. Xxxx | ||||
Title: VP, Treasurer, and Assistant Secretary |
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VARIABLE FUNDING CAPITAL COMPANY LLC
BY: WACHOVIA CAPITAL MARKETS, LLC, ITS ATTORNEY-IN-FACT
By:
|
/s/ XXXXXXX X. XXXXXX, XX.
|
|||
Title: Vice President |
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WACHOVIA BANK, NATIONAL ASSOCIATION, as Blue Ridge Agent, a Liquidity Bank and as
Administrative Agent
By: |
/s/ XXXXXXXXX X. XXXXXX | |||
Name: Xxxxxxxxx X. Xxxxxx | ||||
Title: Managing Director |
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THREE PILLARS FUNDING LLC
By: |
/s/ XXXXX X. XXXXX | |||
Name: Xxxxx X. Xxxxx | ||||
Title: Vice President |
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SUNTRUST CAPITAL MARKETS, INC., as TPF Agent
By: |
/s/ XXXXXXX X. XXXX | |||
Name: Xxxxxxx X. Xxxx | ||||
Title: Managing Director |
SUNTRUST BANK, as TPF Liquidity Bank
By: |
/s/ XXXXX X. XXXXX | |||
Name: Xxxxx X. Xxxxx | ||||
Title: Vice President |
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