0001193125-08-244646 Sample Contracts

SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit Agreement • November 26th, 2008 • Rock-Tenn CO • Paperboard containers & boxes • Georgia

and amends and restates in its entirety that certain Amended and Restated Credit and Security Agreement dated as of October 26, 2005, as amended prior to the effectiveness of this Agreement, by and among the Loan Parties, Nieuw Amsterdam (as successor by assignment to Variable Funding Capital Company LLC), Rabobank, individually and as a Co-Agent (as successor by assignment to Wachovia Bank, National Association, individually and as a Co-Agent), TPF, SunTrust, individually and as a Co-Agent, and STRH, as Administrative Agent.

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 26th, 2008 • Rock-Tenn CO • Paperboard containers & boxes • Georgia

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of September 24, 2008 by and among:

SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • November 26th, 2008 • Rock-Tenn CO • Paperboard containers & boxes • Georgia

and amends and restates in its entirety that certain Amended and Restated Receivables Sale Agreement dated as of October 26, 2005 by and among Parent, the Existing Originators (or their predecessors) and Buyer (as amended from time to time prior to the date hereof, the “2005 Agreement”), which amended and restated that certain Receivables Sale Agreement dated as of November 1, 2000 by and among Parent, certain of the Existing Originators (or their predecessors) and Buyer (as amended from time to time prior to the date of the 2005 Agreement, the “2000 Agreement”).

Contract
Employment Agreement • November 26th, 2008 • Rock-Tenn CO • Paperboard containers & boxes • Georgia

This EMPLOYMENT AGREEMENT is an amendment and restatement of the Employment Agreement dated as of February 6, 2006 (the “Original Effective Date”), by and between Rock-Tenn Company, a Georgia corporation (“Rock-Tenn”), and James A. Rubright (“Executive”).

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