EXHIBIT 10.25
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT
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:
(1) ROCK-TENN FINANCIAL, INC., a
Delaware corporation (“ Borrower
”),
(2) ROCK-TENN CONVERTING COMPANY, a
Georgia corporation, as initial servicer (together with Borrower,
the “ Loan Parties ”),
(3) 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,
(4) 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, and
(4) STRH, as Administrative
Agent,
with respect to that certain Second
Amended and Restated Credit and Security Agreement dated as of
September 2, 2008, by and among the parties hereto (as
heretofore amended, the “ Existing Agreement
” which, as amended hereby, is hereinafter referred to as the
“ Agreement ”).
Unless otherwise indicated,
capitalized terms used in this Amendment are used with the meanings
attributed thereto in the Existing Agreement.
W I T N E S S E T H
:
WHEREAS , the parties hereto desire to amend certain
provisions of the Existing Agreement.
NOW, THEREFORE
, in consideration of the premises
and the mutual agreements herein contained, the parties hereto
hereby agree as follows:
1. Amendment to Existing
Agreement . Subject
to the terms and conditions hereinafter set forth, the Existing
Agreement is hereby amended as follows:
(a) Section 2.1(e) thereof is
amended and restated in its entirety as follows:
“(e) (i) all accrued and
unpaid CP Costs with respect to any CP Rate Loan made by a Pool
Funded Conduit on each Settlement Date and (ii) all accrued
and unpaid CP Costs with respect to any CP Rate Loan made by a
Conduit that is not a Pool Funded Conduit on each Settlement Date;
and”
(b) Section 3.3 thereof is
amended and restated in its entirety as follows:
“Section 3.3 CP Costs
Payments . (a) With respect to CP Rate Loans made by a
Pooled Fund Conduit, on each Settlement Date, Borrower shall pay to
each of the Co-Agents (for the benefit of its respective Conduit)
an aggregate amount equal to all accrued and unpaid CP Costs in
respect of the principal associated with all such CP Rate Loans of
such Conduit for the calendar month then most recently ended and
(b) with respect to CP Rate Loans made by a Conduit that is
not a Pooled Fund Conduit, on each Settlement Date, Borrower shall
pay to each of the Co-Agents (for the benefit of its respective
Conduit) an aggregate amount equal to all accrued and unpaid CP
Costs in respect of the principal associated with all such CP Rate
Loans of such Conduit, in each case in accordance with Article
II.”
(c) The definition of Default
Horizon Ratio appearing in Exhibit I thereto is amended and
restated in its entirety as follows:
““ Default Horizon
Ratio ” means, as of any Cut-Off Date, the ratio
(expressed as a decimal) computed by dividing (i) the
aggregate sales generated by the Originators during the 4
Calculation Periods ending on such Cut-Off Date, by (ii) the
Net Pool Balance as of such Cut-off Date.”
(d) Clause (b) of the
definition of Eligible Receivable appearing in Exhibit I thereto is
amended and restated in its entirety as follows:
“(b) (i) which by its
terms is due and payable
