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”).
First Amendment to Sixth Amended and Restated Credit and Security AgreementCredit and Security Agreement • May 11th, 2015 • Rock-Tenn CO • Paperboard containers & boxes • New York
This FIRST AMENDMENT dated as of March 27, 2015 (this “Amendment”) to the Sixth Amended and Restated Credit and Security Agreement, dated as of September 15, 2014, 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.
