Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE dated as of
May 29, 2009 (this “ Supplemental Indenture
”) by and among Rock-Tenn Company, a Georgia corporation (the
" Company "), each of the Guarantors party hereto
and HSBC Bank USA, National Association, as trustee under the
Indenture (the “ Trustee
”).
W I T N E S S E T H:
WHEREAS, the Company, each of the Guarantors
party thereto and HSBC Bank USA, National Association are parties
to that certain Indenture dated as of March 5, 2008, which was
supplemented by that certain supplemental indenture, dated March
16, 2009 (the “ Indenture ”) providing for the
issuance of 9¼% Senior Notes due 2016 (the " Existing
Notes ") in an original aggregate principal amount of $200
million;
WHEREAS, the Company desires to issue an
additional $100,000,000 aggregate principal amount of such Notes
(the “ Additional Notes ”, together with the
Existing Notes and any future Additional Notes, the “
Notes ”) pursuant to Section 2.17 of the Indenture,
and in furtherance thereof to execute and deliver this Supplemental
Indenture in accordance with Section 9.1(6) of the
Indenture;
WHEREAS, Section 9.1 of the Indenture
provides that a supplemental indenture may be entered into by the
Company and the Trustee without the consent of any Holders to
establish Additional Notes as permitted by Section 2.17 of the
Indenture;
WHEREAS , pursuant to Section 9.1 of the
Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture;
NOW, THEREFORE, in consideration of the premises
and the purchase and acceptance of the Notes by the holders
thereof, the Company and the Guarantors covenant and agree with the
Trustee, for the equal and ratable benefit of the Holders, that the
Indenture is supplemented and amended, to the extent expressed
herein, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms
. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.
ARTICLE II
ADDITIONAL NOTES
SECTION 2.1 Additional Notes
. The Company shall issue the Additional Notes under the
Indenture, subject to compliance with the terms thereof, with such
Additional Notes to have identical terms to those of the Existing
Notes; provided, that the Additional Notes shall (i) be subject to
a separate Registration Rights Agreement dated the date hereof,
(ii) have a date of issuance of May 29, 2009, (iii) have an issue
price of 100%, plus accrued interest from March 15, 2009 through
May 29, 2009 and (iv) until the Additional Notes are mandatorily
exchanged for freely tradable notes pursuant to Section 2.3 of this
Supplemental Indenture, the Additional Notes shall be in the form
of one or more Restricted Global Notes and will bear a separate
CUSIP number from the Existing Notes.
SECTION 2.2 Other Terms of the Notes
. Without limiting the foregoing provisions of this
Supplemental Indenture, the terms of the Additional Notes shall be
as provided in the Indenture, as supplemented hereby.
SECTION 2.3 Mandatory Exchange from
Restricted Global Note to Unrestricted Global Note.
On May 29, 2010, beneficial interests in the Restricted
Global Note representing the Additional Notes will be automatically
exchanged for interests in one or more Unrestricted Global Notes if
(i) such exchange or transfer complies with the requirements of
Section 2.6(f) of the Indenture and (ii) the provisions of the
second sentence of Section 2.16(d) of the Indenture would not
prohibit the Registrar from delivering Notes that do not bear a
Restricted Notes Legend. Upon satisfaction of the
conditions set forth in the immediately preceding sentence, the
Company shall (i) provide notice to this effect to the Trustee
and all Holders; (ii) deliver an Opinion of Counsel and a letter of
representations reasonably satisfactory to the Trustee pursuant to
Section 2.16(d) of the Indenture and (iii) use reasonable best
efforts to ensure that such Additional Notes are eligible for
deposit with DTC. If permitted by the policies and procedures of
DTC and the CUSIP Bureau and by applicable law, upon the exchange
pursuant to this Section 2.3, the Additional Notes shall be
represented by the same unrestricted CUSIP number as the
Unrestricted Global Notes representing the Existing Notes.
Accordingly, the Registrar shall endorse the schedule identified as
S
