Exhibit 4.2
SUPPLEMENTAL INDENTURE
This Supplemental Indenture, dated as of March
16, 2009 (this "Supplemental Indenture"), among Solvay Paperboard
LLC (the "New Guarantor"), Rock-Tenn Company (together with its
successors and assigns, the "Company" or the "Issuer") and HSBC
Bank USA, National Association, as Trustee under the Indenture
referred to below.
W I T N E S S E T H:
WHEREAS, the Issuer, the Guarantors party
thereto and the Trustee have heretofore executed and delivered an
Indenture, dated as of March 5, 2008 (as amended, supplemented,
waived or otherwise modified, the "Indenture"), providing for the
issuance of Notes of the Issuer (the "Notes");
WHEREAS, Section 4.17 of the Indenture provides
that the Issuer is required to cause each of its Domestic
Restricted Subsidiaries that guarantees any Debt of the Issuer or
any other Domestic Restricted Subsidiary to guarantee the
Notes;
WHEREAS, Section 10.9 of the Indenture requires
each Person that is required to become a Guarantor pursuant to
Section 4.17 to execute and deliver to the Trustee a supplemental
indenture pursuant to which such Person will become a Guarantor
under the Indenture; and
WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee and the Issuer are authorized to execute and
deliver this Supplemental Indenture to amend or supplement this
Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the New Guarantor, the
Issuer, and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders 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
AGREEMENT TO BE BOUND
Section 2.1. Agreement to
be Bound . The New Guarantor hereby becomes a party
to the Indenture as a Guarantor and as such will have all of the
rights and be subject to all of the obligations and agreements of a
Guarantor under the Indenture. The New Guarantor agrees to be bound
by all of the provisions of this Indenture applicable to a
Guarantor and to perform all of the obligations and agreements of a
Guarantor under the Indenture.
Article III
MISCELLANEOUS
Section 3.1. Governing
Law . THE LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SUPPLEMENTAL INDENTURE.
Section 3.2.
Severability . In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby.
Section 3.3.
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