FIFTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated As Of December 21, 2012 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 Agreement • December 31st, 2012 • Rock-Tenn CO • Paperboard containers & boxes • New York
and amends and restates in its entirety that certain Fourth Amended and Restated Credit and Security Agreement dated as of May 27, 2011, 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.
FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Dated as of December 21, 2012 AMONG ROCK-TENN COMPANY, as Parent, ROCK-TENN COMPANY OF TEXAS, ROCK-TENN CONVERTING COMPANY, ROCK-TENN MILL COMPANY, LLC, ROCKTENN - SOUTHERN CONTAINER, LLC, PCPC,...Receivables Sale Agreement • December 31st, 2012 • Rock-Tenn CO • Paperboard containers & boxes • New York
and amends and restates in its entirety 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 hereof, 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 hereof, 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 of the Originators (or their predecessors), certain other originators and Buyer (as amended from time to time prior to the date of the 2008 Agreement, the “2005 Agreement”), which amended and restated that certain Receivables Sale Agreement dated as of November 1, 2000 by and among
PERFORMANCE UNDERTAKINGFourth Amended and Restated Performance Undertaking • December 31st, 2012 • Rock-Tenn CO • Paperboard containers & boxes • New York
THIS FOURTH AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of December 21, 2012, is executed by Rock-Tenn Company, a Georgia corporation (the “Performance Guarantor” or “Parent”), in favor of Rock-Tenn Financial, Inc., a Delaware corporation (together with its successors and assigns, “Recipient”).
