Exhibit 10.2
SECOND OMNIBUS
AMENDMENT
Second Amendment
to
Second Amended and Restated
Receivables Sale Agreement
and
Third Amendment to
Second Amended and Restated
Credit and Security Agreement
This SECOND OMNIBUS AMENDMENT (this
“ Amendment ”) is entered into as of
June 24, 2009 by and among:
(1) ROCK-TENN COMPANY, a Georgia
corporation (“ Parent ”),
(2) ROCK-TENN COMPANY OF TEXAS, a
Georgia corporation, ROCK-TENN CONVERTING COMPANY, a Georgia
corporation, ROCK-TENN MILL COMPANY, LLC, a Georgia limited
liability company, ROCK-TENN PACKAGING AND PAPERBOARD, LLC, a
Georgia limited liability company, PCPC, INC., a California
corporation, WALDORF CORPORATION, a Delaware corporation, and
SOUTHERN CONTAINER CORP., a Delaware corporation (the foregoing,
collectively, the “ Originators
”),
(3) ROCK-TENN FINANCIAL, INC., a
Delaware corporation (“ Buyer ” or
“ Borrower ”),
(4) ROCK-TENN CONVERTING COMPANY, a
Georgia corporation, as initial servicer (together with Borrower,
the “ Loan Parties ”),
(5) NIEUW AMSTERDAM RECEIVABLES
CORPORATION, a Delaware corporation (“ Nieuw
Amsterdam ”), and COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”,
NEW YORK BRANCH, as a Liquidity Bank to Nieuw Amsterdam and as
Nieuw Amsterdam Agent (the foregoing, collectively, the “
Nieuw Amsterdam Parties ”),
(6) THREE PILLARS FUNDING LLC, a
Delaware limited liability company (“ TPF
”), SUNTRUST BANK, as a Liquidity Bank to TPF, and SUNTRUST
ROBINSON HUMPHREY, INC., a Tennessee corporation (“
STRH ”), as TPF Agent (the foregoing,
collectively, the “ TPF Parties ”),
and
(7) STRH, as Administrative Agent
(the “ Administrative Agent
”),
with respect to (a) that
certain Second Amended and Restated Receivables Sale Agreement,
dated as of September 2, 2008, by and among Parent, the
Originators and Borrower (as heretofore amended, the “
Existing RSA ” which, as amended hereby, is
hereinafter referred to as the “ RSA ”)
and (b) that certain Second Amended and Restated Credit and
Security Agreement, dated as of September 2, 2008, by and
among the Loan Parties, the Nieuw Amsterdam Parties, the TPF
Parties and the Administrative Agent (as heretofore amended, the
“ Existing CSA ” which, as amended
hereby, is hereinafter referred to as the “ CSA
”). The Existing RSA and Existing CSA are hereinafter
referred to as the “ Existing Agreements
”)
Unless otherwise indicated,
capitalized terms used in this Amendment are used with the meanings
attributed thereto in the Existing RSA or Existing CSA, as
applicable.
W I T N E S S E T H
:
WHEREAS , the parties hereto desire to amend certain
provisions of the Existing Agreements.
NOW, THEREFORE
, in consideration of the premises
and the mutual agreements herein contained, the parties hereto
hereby agree as follows:
1. Amendments
.
1.1 Amendments to Existing
RSA . Subject to the terms and conditions hereinafter set
forth:
(a) The definition of
“Receivable” set forth in the Existing
RSA is hereby amended and restated in its entirety to read as
follows:
“Receivable”
means all indebtedness and other
obligations owed to an Originator (at the times it arises, and
before giving effect to any transfer or conveyance under this
Agreement) (including, without limitation, any indebtedness,
obligation or interest constituting an account, chattel paper,
instrument or general intangible) arising in connection with the
sale of goods or the rendering of services by such Originator to
customers that are domiciled in the United States or Canada and
further includes, without limitation, the obligation to pay any
Finance Charges with respect thereto, provided,
however, in no event shall the term
“Receivable” include any Excluded Receivable.
Indebtedness and other rights and obligations arising from any one
transaction, including, without limitation, indebtedness and other
rights and obligations represented by an individual invoice, shall
constitute a Receivable separate from a Receivable consisting of
the indebtedness and other rights and obligations arising from any
other transaction; provided , further ,
that any indebtedness, rights or obligations referred to in the
immediately preceding sentence shall be a Receivable regardless or
whether the account debtor or such Originator treats such
indebtedness, rights or obligations as a separate payment
obligation.
(b) The following new definition is
hereby added to Exhibit I to the Existing RSA in its appropriate
alphabetical order:
“Excluded
Receivable” means all indebtedness and other obligations
owed to an Originator (including, without limitation, any
indebtedness, obligation or interest constituting an account,
chattel paper, instrument or general intangible) arising in
connection with the sale of goods or the rendering of services by
such Originator after May 31, 2009 to any of Mississippi River
Corp., Triad Packaging Inc. of Tennessee, The Newark Group Inc., G
H S Enterprises Inc., Southern Converters Inc., Marcom Services
Inc., Caraustar Industries Inc., Color Spectrum Network, Dusobox
Corp., Technology Container Corp., Smurfit-Stone Container
Corporation or Smurfit-Stone Container Enterprises, Inc.
2
1.2 Amendment to Existing CSA
. Subject to the terms and conditions hereinafter set
forth:
(a) The definition of
“Receivable” set forth in Exhibit I to
the Existing CSA is hereby amended and restated in its entirety to
read as follows:
“Receivable”
means all indebtedness and other
obligations owed to an Originator (at the times it arises, and
before giving effect to any transfer or conveyance under the
Receivables Sale Agreement) (including, without limitation, any
indebtedness, obligation or interest constituting an account,
chattel paper, instrument or general intangible) arising in
connection with the sale of goods or the rendering of services by
such Originator to customers that are domiciled in the United
States or Canada and further includes, without limitation, the
obligation to pay any Finance Charges with respect thereto;
provided, however , that the term
“Receivable” shall exclude any indebtedness or other
obligations owed to an Originator by an Affiliate that is 100%
owned, directly or indirectly, by an Originator or a Loan Party and
each Excluded Receivable. Indebtedness and other rights and
obligations arising from any one transaction, including, without
limitation, indebtedness and other rights and obligations
represented by an individual invoice, shall constitute a Receivable
separate from a Receivable consisting of the indebtedness and other
rights and obligations arising from any other transaction;
provided , further , that any
indebtedness, rights or obligations referred to in the immediately
preceding sentence shall be a Receivable regardless or whether the
account debtor or such Originator treats such indebtedness, rights
or obligations as a separate payment obligation.
(b) The following new definition is
hereby added to Exhibit I to the Existing CSA in its appropriate
alphabetical order:
“Excluded
Receivable” means all indebtedness and other obligations
owed to an Originator (including, without limitation, any
indebtedness, obligation or interest constituting an account,
chattel paper, instrument or general intangible) arising in
connection with the sale of goods or the rendering of services by
such Originator after May 31, 2009 to any of Mississippi River
Corp., Triad Packaging Inc. of Tennessee, The Newark Group Inc., G
H S Enterprises Inc., Southern Converters Inc., Marcom Services
Inc., Caraustar Industries Inc., Color Spectrum Network, Dusobox
Corp., Technology Container Corp., Smurfit-Stone Container
Corporation or Smurfit-Stone Container Enterprises, Inc.
1.3. Anything contained in the
Agreements to the contrary notwithstanding, the Originators and the
Loan
