ROCK-TENN CO

ROCK-TENN CO

FORM 10-K (Annual Report)

Filed 11/24/14 for the Period Ending 09/30/14

Address Telephone CIK SIC Code Industry Sector Fiscal Year

504 THRASHER STREET NORCROSS, GA, 30071 (770) 448-2193 0000230498 2650 - Paperboard Containers And Boxes Paper Packaging Basic Materials 09/30

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________________________________

FORM 10-K _______________________________________________

(Mark One)


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2014 OR 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to Commission file number 1-12613 ____________________________________________________________

ROCK-TENN COMPANY (Exact Name of Registrant as Specified in Its Charter) ____________________________________________________________

Georgia

62-0342590

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

504 Thrasher Street, Norcross, Georgia

30071

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 448-2193 _______________________________________________

Securities registered pursuant to Section 12(b) of the Act: Name of Exchange on Which Registered

Title of Each Class Class A Common Stock, par value $0.01 per share

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None _______________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes 

No  No


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
No  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
No  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer  Non-accelerated filer  (Do not check if a smaller reporting company)

Accelerated filer  Smaller reporting company 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes 

No


The aggregate market value of the common equity held by non-affiliates of the registrant as of March 31, 2014 , the last day of the registrant’s most recently completed second fiscal quarter (based on the last reported closing price of $52.79 per share of Class A Common Stock as reported on the New York Stock Exchange on such date), was approximately $7,424 million . As of November 7, 2014, the registrant had 140,051,129 shares of Class A Common Stock outstanding. _______________________________________________ DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on January 30, 2015 , are incorporated by reference in Parts II and III.

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ROCK-TENN COMPANY INDEX TO FORM 10-K Page Reference PART I Item 1.

Business

5

Item 1A.

Risk Factors

13

Item 1B.

Unresolved Staff Comments

17

Item 2.

Properties

17

Item 3.

Legal Proceedings

18

Item 4.

Mine Safety Disclosures

19 PART II

Item 5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

19

Item 6.

Selected Financial Data

20

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

42

Item 8.

Financial Statements and Supplementary Data

45

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

114

Item 9A.

Controls and Procedures

114

Item 9B.

Other Information

114 PART III

Item 10.

Directors, Executive Officers and Corporate Governance

115

Item 11.

Executive Compensation

115

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

115

Item 13.

Certain Relationships and Related Transactions, and Director Independence

115

Item 14.

Principal Accounting Fees and Services

115 PART IV

Item 15.

Exhibits and Financial Statement Schedules

116

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Glossary of Terms The following terms or acronyms used in this Form 10-K are defined below: Term or Acronym

Definition

2004 Incentive Stock Plan A/R Sales Agreement AFMC AGI In-Store Antitrust Litigation APBO ASC ASU BSF CBAs CBPC CEO CERCLA CFO Code Common Stock containerboard Credit Agreement EBITDA Credit Facility EBITDA EPA ERISA

Amended and Restated 2004 Incentive Stock Plan As defined on p. 33 Alternative fuel mixture credits A.G. Industries, Inc. As defined on p. 18 Accumulated postretirement benefit obligation FASB’s Accounting Standards Codification Accounting Standards Update Billions of square feet Collective bargaining agreements Cellulosic biofuel producers credits Chief Executive Officer The Comprehensive Environmental Response, Compensation, and Liability Act of 1980 Chief Financial Officer The Internal Revenue Code of 1986, as amended Our Class A common stock, par value $0.01 per share Linerboard and corrugating medium As defined on p. 70 Our unsecured Amended and Restated Credit Agreement Earnings before interest, taxes, depreciation and amortization U.S. Environmental Protection Agency Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder The 1993 Employee Stock Purchase Plan, as amended and restated Securities Exchange Act of 1934, as amended As defined on p. 69 Financial Accounting Standards Board First-in first-out inventory valuation method Funding improvement plan Generally accepted accounting principles in the U.S. Greenhouse gases GMI Group Certain of our 100% owned domestic subsidiaries Internal Revenue Service The ratio of our total funded debt less certain amounts of unrestricted cash, to Credit Agreement EBITDA, as defined in the Credit Facility, for the preceding four fiscal quarters The London Interbank Offered Rate Last-in first-out inventory valuation method Maximum Achievable Control Technology $350.0 million aggregate principal amount of 4.45% senior notes due March 2019

ESPP Plan Exchange Act Exchanged Notes FASB FIFO FIP GAAP GHG GMI Guarantor Subsidiaries IRS Leverage Ratio LIBOR LIFO MACT March 2019 Notes

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Term or Acronym

Definition

March 2020 Notes March 2022 Notes March 2023 Notes MEPPs Mid South MMSF Non-Guarantor Subsidiaries NOV NPG Obligations OSHA Our Notes Parent Pension Act Pension Offer PRPs or PRP PSD Receivables Facility RP SEC Securities Act Seven Hills SERP SG&A Smurfit-Stone Smurfit-Stone Acquisition Supplemental Plans Tacoma Mill TNH USW U.S.

$350.0 million aggregate principal amount of 3.50% senior notes due March 2020 $400.0 million aggregate principal amount of 4.90% senior notes due March 2022 $350.0 million aggregate principal amount of 4.00% senior notes due March 2023 Multiemployer pension plans Mid South Packaging LLC Millions of square feet The consolidated subsidiaries of the Company that are not guarantors of the guaranteed notes Notice of Violation NPG Holding, Inc. As defined on p. 86 The Occupational Safety and Health Act The March 2019 Notes, March 2020 Notes, March 2022 Notes and March 2023 Notes Rock-Tenn Company Pension Protection Act of 2006 As defined on p. 11 Potentially responsible parties Prevention of Significant Deterioration Our receivables backed financing facility Rehabilitation plan Securities and Exchange Commission The Securities Act of 1933, as amended Seven Hills Paperboard LLC Supplemental executive retirement plan Selling, general and administrative expenses Smurfit-Stone Container Corporation Our May 27, 2011 acquisition of Smurfit-Stone Supplemental retirement savings plans The Simpson Tacoma Kraft Paper Mill Timber Note Holdings LLC United Steelworkers Union United States

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PART I Item 1.

BUSINESS

Unless the context otherwise requires, “we”, “us”, “our”, “RockTenn” and “the Company” refer to the business of Rock-Tenn Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries. General We are one of North America's leading providers of packaging solutions and manufacturers of containerboard and paperboard. We operate locations in the United States, Canada, Mexico, Chile, Argentina and Puerto Rico. In the first quarter of fiscal 2014, we announced a realignment of our operating responsibilities and a related change to our segments for financial reporting purposes. Following the realignment we now report our results of operations in the following four reportable segments: Corrugated Packaging, consisting of our containerboard mills and our corrugated converting operations; Consumer Packaging, consisting of our coated and uncoated paperboard mills and consumer packaging converting operations; Merchandising Displays, consisting of our display and contract packaging services; and Recycling, which consists of our recycled fiber brokerage and collection operations. We have reclassified our results for all periods presented herein. For additional information and segment financial information, see “Note 17. Segment Information” of the Notes to Consolidated Financial Statements included herein. Products Corrugated Packaging Segment We are one of the largest producers of containerboard measured by tons produced and one of the largest producers of high graphics preprinted linerboard in North America. We operate an integrated system that manufactures primarily containerboard, corrugated sheets, corrugated packaging and preprinted linerboard for sale to consumer and industrial products manufacturers and corrugated box manufacturers. We produce a full range of high-quality corrugated containers designed to protect, ship, store and display products made to our customers' merchandising and distribution specifications. We also convert corrugated sheets into corrugated products ranging from one-color protective cartons to graphically brilliant point-of-purchase packaging. Our corrugated container plants serve local customers and large national accounts. Corrugated packaging is used to provide protective packaging for shipment and distribution of food, paper, health and beauty and other household, consumer, commercial and industrial products. Corrugated packaging may also be graphically enhanced for retail sale, particularly in club store locations. We provide customers with innovative packaging solutions to advertise and sell their products. We also provide structural and graphic design, engineering services and custom, proprietary and standard automated packaging machines, offering customers turn-key installation, automation, line integration and packaging solutions. To make corrugated sheet stock, we feed linerboard and corrugating medium into a corrugator that flutes the medium to specified sizes, glues the linerboard and fluted medium together and slits and cuts the resulting corrugated paperboard into sheets to customer specifications. Our containerboard mills and corrugated container operations are integrated with the majority of our containerboard production used internally by our corrugated container operations. The balance is either used in trade swaps with other manufacturers or sold domestically and internationally. Sales of corrugated packaging products to external customers accounted for 68.4% , 68.6% and 65.7% of our net sales in fiscal 2014 , 2013 and 2012 , respectively. Consumer Packaging Segment We operate paperboard mills and consumer packaging converting operations. Our consumer packaging converting operations include folding carton converting operations as well as our 65% owned solid fiber interior packaging converting operations. We operate an integrated system of recycled mills and a bleached paperboard mill that produce paperboard for our converting operations and third parties. We believe we operate one of the largest and lowest cost 100% coated recycled paperboard mill systems in North America as measured by tons produced. We manufacture bleached paperboard and market pulp at our Demopolis, AL mill and believe it is one of the lowest cost solid bleached sulphate paperboard mills in North America because of cost advantages achieved through original design, process flow, relative age of its recovery boiler and hardwood pulp line replaced in the early 1990s and access to hardwood and softwood fiber. Our Seven Hills joint venture manufactures gypsum paperboard liner for sale to our joint venture partner. We internally consume or sell our coated recycled and bleached paperboard to manufacturers of folding cartons and other paperboard products. We internally consume or sell our specialty recycled paperboard to manufacturers of solid fiber interior packaging, tubes and cores, book covers and other paperboard products. We are one of the largest manufacturers of folding cartons in North America and believe we are the largest manufacturer of solid fiber partitions in North America measured by net sales. Our folding cartons are used to package food, paper, health and 5

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beauty and other household consumer, commercial and industrial products primarily for retail sale. We also manufacture express mail envelopes for the overnight courier industry. Folding cartons typically protect customers’ products during shipment and distribution and employ graphics to promote them at retail. We manufacture folding cartons from recycled and virgin paperboard, laminated paperboard and various substrates with specialty characteristics such as grease masking and microwaveability. We print, coat, die-cut and glue the cartons to customer specifications and ship finished cartons to customers for assembling, filling and sealing. We employ a broad range of offset, flexographic, gravure, backside printing, coating and finishing technologies and support our customers with new package development, innovation and design services and package testing services. We manufacture and sell our solid fiber and corrugated partitions and die-cut paperboard components principally to glass container manufacturers and producers of beer, food, wine, spirits, cosmetics and pharmaceuticals and to the automotive industry. Sales of consumer packaging products to external customers accounted for 19.7% , 19.6% and 20.5% of our net sales in fiscal 2014 , 2013 and 2012 , respectively. Merchandising Displays Segment We believe we are the largest manufacturer of temporary promotional point-of-purchase displays in North America measured by net sales. We manufacture and assemble (pack out) temporary and permanent point-of-purchase displays. We design, manufacture and, in many cases, pack temporary displays for sale to consumer products companies and retailers. These displays are used as marketing tools to support new product introductions and specific product promotions in mass merchandising stores, supermarkets, convenience stores, home improvement stores and other retail locations. We also design, manufacture and, in some cases, preassemble permanent displays for the same categories of customers. We make temporary displays primarily from corrugated paperboard. Unlike temporary displays, permanent displays are restocked and, therefore, are constructed primarily from metal, plastic, wood and other durable materials. We provide contract packing services such as multi-product promotional packing and product manipulation such as multipacks and onpacks. We manufacture and distribute point of sale material utilizing litho, screen, and digital printing technologies. We manufacture lithographic laminated packaging for sale to our customers that require packaging with high quality graphics and strength characteristics. Sales of merchandising display products to external customers accounted for 8.4% , 6.9% and 7.0% of our net sales in fiscal 2014 , 2013 and 2012 , respectively. Recycling Segment We believe we are one of the largest paper recyclers in North America. Our recycling operations provide substantially all of the recycled fiber to our mills and we sell to third parties. Our recycling operations procure recovered paper (also known as recycled fiber) from our converting facilities and from third parties such as factories, warehouses, commercial printers, office complexes, grocery and retail stores, document storage facilities, paper converters and other wastepaper collectors. We handle a wide variety of grades of recovered paper, including old corrugated containers, office paper, box clippings, newspaper and print shop scraps. We operate recycling facilities that collect, sort, grade and bale recovered paper and after sorting and baling, we transfer it to our mills for processing, or sell it, principally to U.S. manufacturers of paperboard or containerboard as well as manufacturers of tissue, newsprint, roofing products and insulation and to export markets. We also collect aluminum and plastics for resale to manufacturers of these products. Our waste services business arranges recycling and waste disposal services for its customers. We operate a nationwide fiber marketing and brokerage system that serves large regional and national accounts as well as our recycled paperboard and containerboard mills and sells scrap materials from our converting businesses and mills. Brokerage contracts provide bulk purchasing, often resulting in lower prices and cleaner recovered paper. Many of our recycling facilities are located close to our recycled paperboard and containerboard mills, ensuring availability of supply with reduced shipping costs. Sales to external customers accounted for 3.5% , 4.9% and 6.8% of our net sales in fiscal 2014 , 2013 and 2012 , respectively. Raw Materials The primary raw materials that our mill operations use are recycled fiber at our recycled paperboard and recycled containerboard mills and virgin fibers from hardwoods and softwoods at our virgin containerboard and bleached paperboard mills. Some of our virgin containerboard is manufactured with some recycled content. Recycled fiber prices and virgin fiber prices can fluctuate significantly. While virgin fiber prices have generally been more stable than recycled fiber prices, they also fluctuate, particularly during prolonged periods of heavy rain or during housing construction slowdowns. Recycled and virgin paperboard and containerboard are the primary raw materials that our converting operations use. One of the two primary grades of virgin paperboard, coated unbleached kraft, used by our folding carton operations, has only two domestic suppliers. The failure to obtain these supplies or the failure to obtain these supplies at reasonable market prices could have an adverse effect on our results of operations. We supply substantially all of our converting operations' needs for recycled paperboard and containerboard from our own mills and through the use of trade swaps with other manufacturers, which allow us to optimize our mill system and reduce freight costs. Our converting operations also consume approximately half of our bleached 6

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paperboard production, although we have the capacity to consume substantially all of our bleached paperboard by displacing outside purchases. Because there are other suppliers that produce the necessary grades of recycled and bleached paperboard and containerboard used in our converting operations, we believe that should we incur production disruptions for recycled or bleached paperboard or containerboard we would be able to source significant replacement quantities from other suppliers. However, the failure to obtain these supplies or the failure to obtain these supplies at reasonable market prices could have an adverse effect on our results of operations. Energy Energy is one of the most significant costs of our mill operations. The cost of natural gas, coal, oil and electricity at times has fluctuated significantly. In our recycled paperboard mills, we use primarily natural gas and electricity, supplemented with fuel oil and coal to generate steam used in the paper making process and to operate our recycled paperboard machines. In our virgin fiber mills, we use wood by-products (biomass), natural gas, coal and fuel oil to generate steam used in the paper making process, to generate some or all of the electricity used on site and to operate our paperboard machines. We use primarily electricity and natural gas to operate our converting facilities. We generally purchase these products from suppliers at market or tariff rates. See Item 1. “Business — Governmental Regulation — Environmental Regulation” for additional information regarding our project to build a new fluidized bed biomass boiler at our Demopolis, AL bleached paperboard mill as well as other energy related spending. Transportation Inbound and outbound freight is a significant expenditure for us. Factors that influence our freight expense are distance between our shipping and delivery locations, distance from customers and suppliers, mode of transportation (rail, truck and intermodal) and freight rates, which are influenced by supply and demand and fuel costs. Sales and Marketing Our top 10 external customers represented approximately 15% of consolidated net sales in fiscal 2014 , none of which individually accounted for more than 10% of our consolidated net sales. We generally manufacture our products pursuant to customers’ orders. The loss of any of our larger customers could have a material adverse effect on the income attributable to the applicable segment and, depending on the significance of the product line, our results of operations. We believe that we have good relationships with our customers. In fiscal 2014 , products sold to our top 10 customers by segment represented 17%, 24%, 63% and 36% of our external sales in our Corrugated Packaging segment, Consumer Packaging segment, Merchandising Displays segment and Recycling segment, respectively. During fiscal 2014 , we sold approximately half of our coated recycled paperboard mills’ production and bleached paperboard production to internal customers, primarily to manufacture folding cartons, and we sold approximately two-thirds of our containerboard production, including trade swaps and buy/sell transactions, to internal customers to manufacture corrugated products. Under the terms of our Seven Hills joint venture arrangement, our joint venture partner is required to purchase all of the qualifying gypsum paperboard liner produced by Seven Hills. Excluding the Seven Hills production previously described and our Aurora, IL production converted into book covers and other products, we supply approximately two-fifths of our specialty mills’ production to internal customers, primarily to manufacture interior partitions. Our mills’ sales volumes may therefore be directly impacted by changes in demand for our packaging products. We market our products primarily through our own sales force. We also market a number of our products through independent sales representatives, independent distributors or both. We generally pay our sales personnel a base salary plus commissions. We pay our independent sales representatives on a commission basis. We discuss foreign net sales to unaffiliated customers and other non-U.S. operations financial and other segment information in “Note 17. Segment Information” of the Notes to Consolidated Financial Statements included herein. Competition The packaging products, paperboard and containerboard industries are highly competitive, and no single company dominates any of those industries. Our paperboard and containerboard operations compete with integrated and non-integrated national and regional companies operating in North America that manufacture various grades of paperboard and containerboard and, to a limited extent, manufacturers outside of North America. Our competitors include large and small, vertically integrated packaging products companies that manufacture paperboard or containerboard and numerous smaller non-integrated companies. In the corrugated packaging and folding carton markets, we compete with a significant number of national, regional and local packaging suppliers in North America. In the solid fiber interior packaging, promotional point-of-purchase display, and converted paperboard products 7

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markets, we compete with a smaller number of national, regional and local companies offering highly specialized products. Our recycled fiber brokerage and collection operations compete with various other companies for the procurement and supply of recovered paper, including brokers and companies that export recovered paper to international markets. Because all of our businesses operate in highly competitive industry segments, we regularly bid for sales opportunities to customers for new business or for renewal of existing business. The loss of business, the award of new business or the renewal of business at substantially different terms from larger customers may have a significant impact on our results of operations. The primary competitive factors in the packaging products and paperboard and containerboard industries are price, design, product innovation, quality and service, with varying emphasis on these factors depending on the product line and customer preferences. We believe that we compete effectively with respect to each of these factors and we evaluate our performance with annual customer surveys. However, to the extent that any of our competitors becomes more successful with respect to any key competitive factor, our business could be materially adversely affected. Our ability to pass through cost increases can be limited based on competitive market conditions for our products and by the actions of our competitors. In addition, we sell a significant portion of our mill production and converted products pursuant to contracts that provide that prices are either fixed for specified terms or provide for price adjustments based on negotiated terms, including changes in specified paperboard or containerboard index prices. The effect of these contractual provisions generally is to either limit the amount of the increase or decrease or delay the realization of announced price increases or decreases. The packaging products, recycled paperboard and containerboard industries have undergone consolidation. Within the packaging products industry, larger corporate customers with an expanded geographic presence have tended to seek suppliers who can, because of their broad geographic presence, efficiently and economically supply all or a range of their customers’ packaging needs. In addition, purchasers of paperboard, containerboard and packaging products continue to demand higher quality products meeting stricter quality control requirements. These market trends could adversely affect our results of operations or, alternatively, benefit our results of operations depending on our competitive position in specific product lines. Our packaging products compete with plastic, corrugated packaging and packaging made from other materials. Customer shifts away from paperboard and containerboard packaging to packaging from other materials could adversely affect our results of operations. Governmental Regulation Health and Safety Regulations Our operations are subject to federal, state, local and foreign laws and regulations relating to workplace safety and worker health including OSHA and related regulations. OSHA, among other things, establishes asbestos and noise standards and regulates the use of hazardous chemicals in the workplace. Although we do not use asbestos in manufacturing our products, some of our facilities contain asbestos. For those facilities where asbestos is present, we believe we have properly contained the asbestos and/or we have conducted training of our employees in an effort to ensure that no federal, state or local rules or regulations are violated in the maintenance of our facilities. We do not believe that future compliance with health and safety laws and regulations will have a material adverse effect on our results of operations, financial condition or cash flows. Environmental Regulation Environmental compliance requirements are a significant factor affecting our business. We employ processes in the manufacture of pulp, paperboard and other products which result in various discharges, emissions and wastes. These processes are subject to numerous federal, state, local and foreign environmental laws and regulations. We operate and expect to continue to operate, under environmental permits and similar authorizations from various governmental authorities that regulate such discharges, emissions and wastes. Environmental programs in the U.S. are primarily established, administered and enforced at the federal level by the EPA. In addition, many of the jurisdictions in which we operate have adopted equivalent or more stringent environmental laws and regulations or have enacted their own parallel environmental programs. In 2004, the EPA promulgated a MACT regulation that established air emissions standards and other requirements for industrial, commercial and institutional boilers. The rule was challenged by third parties in litigation, and in 2007, the U.S. Court of Appeals for the D.C. Circuit issued a decision vacating and remanding the rule to the EPA. Under court order, the EPA published a set of four interrelated rules in March 2011, commonly referred to as Boiler MACT. The EPA also published notice in March 2011 that it would reconsider certain aspects of Boiler MACT in order to address “difficult technical issues” raised during the public comment period. On December 20, 2012, the EPA took final action on its proposed reconsideration of certain provisions of the March 2011 8

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Boiler MACT rules. The Boiler MACT reconsideration rules included certain adjustments based on the EPA’s review of existing and new data provided after the March 2011 standards were issued. For the Company’s boilers where capital may be necessary for compliance, the final December 2012 rule requires compliance by January 31, 2016, subject to a possible one-year extension. Several environmental, industry and other groups have filed legal challenges to the December 2012 final Boiler MACT rules. We cannot predict with certainty how any of the legal challenges will impact our Boiler MACT strategies and costs. Certain jurisdictions in which the Company has manufacturing facilities or other investments have taken actions to address climate change. In the U.S., the EPA has issued the Clean Air Act permitting regulations applicable to certain facilities that emit GHG. However, on June 23, 2014, the U.S. Supreme Court issued a decision holding that the EPA may not treat GHG emissions as an air pollutant for purposes of determining whether a source is a major source required to obtain a PSD or Title V permit. The Supreme Court also said that the EPA could continue to require that PSD permits otherwise required based on emissions of conventional pollutants contain limitations on GHG emissions based on the application of Best Available Control Technology. The EPA is continuing to examine the implications of the Supreme Court’s decision, including how the EPA will need to revise its permitting regulations and related impacts to state programs. The EPA also has promulgated a rule requiring facilities that emit 25,000 metric tons or more of carbon dioxide equivalent per year to file an annual report of their emissions. Some U.S. states and Canadian provinces in which RockTenn has manufacturing operations are also taking measures to reduce GHG emissions. For example, Quebec, has become a member of the Western Climate Initiative, which is a collaboration among California and certain Canadian provinces, Mexican states and tribes that have joined together to create a cap-and-trade program to reduce GHG emissions. On November 18, 2009, Quebec adopted a target of reducing GHG emissions by 20% below 1990 levels by 2020. In December 2011, Quebec issued a final regulation establishing a regional cap-and-trade program that required reductions in GHG emissions from covered emitters as of January 1, 2013. Enactment of the Quebec cap-and-trade program may require expenditures to meet required GHG emission reduction requirements in future years. Such requirements also may increase energy costs above the level of general inflation and result in direct compliance and other costs. However, we do not believe that compliance with the requirements of the new cap-and-trade program will have a material adverse effect on our operations or financial condition. We have systems in place for tracking the GHG emissions from our energy-intensive facilities, and we carefully monitor developments in climate change laws, regulations and policies to assess the potential impact of such developments on our operations and financial condition. In addition to Boiler MACT and GHG standards, the EPA has finalized a number of other environmental rules that may impact the pulp and paper industry, including National Ambient Air Quality Standards for nitrogen oxide, sulfur dioxide and fine particulate matter. The EPA is also revising existing environmental standards and developing several new rules that may apply to the industry in the future. We cannot currently predict with certainty how any future changes in environmental laws, regulations and/or enforcement practices will affect our business; however, it is possible that our compliance with new environmental standards may require substantial additional capital expenditures and/or operating costs could increase materially. On October 1, 2010, our Hopewell, VA containerboard mill received a NOV from EPA Region III alleging certain violations of regulations that require treatment of kraft pulping condensates. We strongly disagree with the assertion of the violations in the NOV and are currently engaged in settlement negotiations regarding the matters alleged in the NOV. We believe that any potential fine relating to those matters will not have a significant adverse effect on our results of operations, financial condition or cash flows. We also are involved in various other administrative proceedings relating to environmental matters that arise in the normal course of business. Although the ultimate outcome of such matters cannot be predicted with certainty and we cannot at this time estimate any reasonably possible losses based on available information, management does not believe that the currently expected outcome of any environmental proceedings and claims that are pending or threatened against us will have a material adverse effect on our results of operations, financial condition or cash flows. We also face potential liability under CERCLA and analogous state laws as a result of releases, or threatened releases, of hazardous substances into the environment from various sites owned and operated by third parties at which Company-generated wastes have allegedly been deposited. Generators of hazardous substances sent to off-site disposal locations at which environmental problems exist, as well as the owners of those sites and certain other classes of persons, all of whom are referred to as PRPs and are, in most instances, subject to joint and several liability for response costs for the investigation and remediation of such sites under CERCLA and analogous state laws, regardless of fault or the lawfulness of the original disposal. Liability is typically shared with other PRPs and costs are commonly allocated according to relative amounts of waste deposited and other factors. On January 26, 2009, Smurfit-Stone and certain of its subsidiaries filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code. SmurfitStone’s Canadian subsidiaries also filed to reorganize in Canada. We believe that matters relating to previously identified third party PRP sites and certain facilities formerly owned or operated by Smurfit-Stone have been or will be satisfied claims in the Smurfit-Stone bankruptcy proceedings. However, we may face additional liability for cleanup activity at sites that existed prior to bankruptcy discharge, but are not currently identified. Some of these liabilities may be satisfied from existing bankruptcy reserves. We may also face liability under CERCLA and analogous state and other laws at other ongoing and 9

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future remediation sites where we may be a PRP. In addition to the above mentioned sites, certain of our current or former locations are being studied or remediated under various environmental laws and regulations. Based on current facts and assumptions, we do not believe that the costs of these projects will have a material adverse effect on our results of operations, financial condition or cash flows. However, the discovery of additional contamination or the imposition of additional obligations at these or other sites in the future could result in additional costs. We believe that we can assert claims for indemnification pursuant to existing rights we have under settlement and purchase agreements in connection with certain of our existing remediation sites. However, there can be no assurance that we will be successful with respect to any claim regarding these indemnification rights or that, if we are successful, any amounts paid pursuant to the indemnification rights will be sufficient to cover all our costs and expenses. We also cannot predict with certainty whether we will be required to perform remediation projects at other locations, and it is possible that our remediation requirements and costs could increase materially in the future and exceed current reserves. In addition, we cannot currently assess with certainty the impact that future federal, state or other environmental laws, regulations or enforcement practices will have on our results of operations, financial condition or cash flows. We estimate that we will spend approximately $115 million for capital expenditures during fiscal 2015 in connection with matters relating to environmental compliance, including anticipated expenditures on Boiler MACT and the Demopolis biomass boiler project. The expenditures in fiscal 2015 includes the current year portion of our estimated $55 million total investment to complete our Boiler MACT projects at our containerboard mills as well as the continued work on our Demopolis, AL bleached paperboard mill project to build a new fluidized bed biomass boiler that will replace two 1950s power boilers and address the Boiler MACT requirements at the mill. The Demopolis project has been expanded to add a gas package boiler to provide steam and non-condensable gas incineration backup capability for the mill. The expanded project has a total estimated cost of $89 million and is expected to start-up in fiscal 2016. It is possible that our capital expenditure assumptions may change, project completion dates may change, and our Boiler MACT projections are subject to change due to items such as the finalization of ongoing engineering and implementation work, EPA determinations on Boiler MACT implementation issues and the outcomes of pending legal challenges to the rules. Patents and Other Intellectual Property We hold a substantial number of patents and pending patent applications in the U.S. and foreign countries. Our patent portfolio consists primarily of utility and design patents relating to our products and manufacturing operations. It also includes exclusive rights to substantial proprietary packaging system technology in the U.S. obtained under license from OTOR S.A. Our brand name and logo, and certain of our products and services, are protected by domestic and foreign trademark rights. Some of our more important marks are: AngelCote ® , AngelBrite ® , CartonMate ® , Millennium ® , MillMask ® , BlueCuda ® , EcoMAX ® , Clik Top ® , Hi-Tech ® , Bio-Pak ® , Bio-Plus ® , Bio-Plus Earth ® , Fold-Pak ® , Smartserv ® , CaseMate ® , CitruSaver ® , WineGuard ® , Pop-N-Shop ® , RockSolid ® , Meta ® , Meta Tray-8 ® , Meta Wrap-8 ® , DuraTote ® , and DuraFreeze ® . Our patents and trademarks have various expiration dates through 2028. Our patents, trademarks and other intellectual property rights, particularly those relating to our corrugated container, folding carton, interior packaging and display operations, are important to our operations as a whole. Employees At September 30, 2014 , we had approximately 26,600 employees. Of these employees, approximately 19,100 were hourly and approximately 7,500 were salaried. Approximately 12,200 of our hourly employees are covered by collective bargaining agreements, which most frequently have three or four year terms. Approximately 4,000 of our employees are working under expired contracts and approximately 1,700 of our employees are covered under CBAs that expire within one year. While we have experienced isolated work stoppages in the past, we have been able to resolve them and we believe that working relationships with our employees are generally good. While the terms of our CBAs may vary, we believe the material terms of the agreements are customary for the industry, the type of facility, the classification of the employees and the geographic location covered thereby. We entered into a master agreement with the USW that applies to substantially all of our facilities represented by the USW. The agreement has a six year term and covers a number of specific items, including wages, medical coverage and certain other benefit programs, substance abuse testing and successorship. Individual facilities will continue to have local agreements for subjects not covered by the master agreement and those agreements will continue to have staggered terms. Wage increases specified in the master agreement will not begin until the local facility agreements have been negotiated and ratified. The master agreement covers 54 of our U.S. facilities and approximately 7,000 of our employees.

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Available Information Our Internet address is www.rocktenn.com . Our Internet address is included herein as an inactive textual reference only. The information contained on our website is not incorporated by reference herein and should not be considered part of this report. We file annual, quarterly and current reports, proxy statements and other information with the SEC and we make available free of charge most of our SEC filings through our Internet website as soon as reasonably practicable after filing with the SEC. You may access these SEC filings via the hyperlink that we provide on our website to a third-party SEC filings website. We also make available on our website the charters of our audit committee, our compensation committee, our nominating and corporate governance committee, and our finance committee, as well as the corporate governance guidelines adopted by our board of directors, our Code of Business Conduct for employees, our Code of Business Conduct and Ethics for directors and our Code of Ethical Conduct for CEO and Senior Financial Officers. Any amendments to, or waiver from, any provision of the codes will be posted on the Company's website at the address above. We will also provide copies of these documents, without charge, at the written request of any shareholder of record. Requests for copies should be mailed to: Rock-Tenn Company, 504 Thrasher Street, Norcross, Georgia 30071, Attention: Corporate Secretary. Forward-Looking Information Statements in this report that do not relate strictly to historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our current expectations, beliefs, plans or forecasts and use words such as will, estimate, anticipate, plan, may, believe, project, intend, or expect, or refer to future time periods, and include statements made in this report regarding, among other things: our estimate for our capital expenditures in fiscal 2015 and that we expect our capital investment to continue in a similar range for the next three years, as well as amounts and timing of specific projects (including in connection with matters relating to environmental compliance, such as anticipated expenditures on Boiler MACT and the Demopolis biomass boiler project); our total multi-year estimated Boiler MACT capital investment at our containerboard mills; our expectation that we have more opportunities in our mill system to improve the productivity and cost structure, including projects such as converting to a carbonate caustic pulping process at our Stevenson, AL containerboard mill which is expected to improve yield and reduce cost; our belief that we have significant opportunity to improve our performance via capital investment in our box plant system, the most prominent investments being in the converting equipment in our box plants; our belief that our strong balance sheet and cash flow provide us the flexibility to continue to invest to sustain and improve our operating performance; our belief that the Quebec cap-and-trade program may require expenditures to meet required GHG emission reduction requirements in future years; the amounts of our anticipated contributions to our qualified and supplemental defined benefit pension plans in fiscal 2015 and the range of contributions in fiscal 2016 through 2018 and fiscal 2019; our expectation that buyerspecific synergies will be achieved with respect to the acquisition of NPG and AGI In-Store (e.g., enhanced reach of the combined organization and increased vertical integration); our expectation that buyer-specific synergies will be achieved with respect to the acquisition of Mid-South and GMI (e.g., enhanced geographic reach of the combined organization and increased vertical integration); our belief that the acquisitions of AGI In-Store support our strategy to provide a more holistic portfolio of innovative in-store marketing solutions; our belief that we have significant opportunity to improve our performance via capital investment in our box plant system; our expectation that we will make an election under section 338(h)(10) of the Code that will increase our tax basis in the acquired assets of AGI In-Store for an as yet to be determined amount not to exceed $2.0 million; our expectation that buyer-specific synergies will arise after the acquisition of the Tacoma Mill (e.g., enhanced reach of the combined organization and synergies) and its assembled work force; our belief that NPG provides a broad range of display products and services to many of the most recognized retailers and their innovative retail solutions and large-format printing capability expands our customer base and significantly improves our ability to provide retail insights, innovation and connectivity to all of our customers; our expectation that we will continue to make contributions to our pension plans in the coming years in order to ensure that our funding levels remain adequate in light of projected liabilities and to meet the requirements of the Pension Act and other regulations; our belief that certain MEPPs in which we participate have material unfunded vested benefits; although the plan data for fiscal 2014 is not yet available, we would expect to continue to exceed 5% of total plan contributions to certain MEPPs; our expectations to partially settle obligations under certain of our defined benefit pension plans through lump sum payments to certain eligible former employees including the timing thereof (the “ Pension Offer ”); our estimate that former employees representing approximately $150 million to $175 million of aggregate pension benefit obligation will accept the Pension Offer in fiscal 2015, our estimate that we expect to complete the second and final phase of the lump sum settlements in the first quarter of fiscal 2015 and incur an estimated $15.0 million to $25.0 million pre-tax charge subject to the percentage of former employees that accept the offer and other factors; our expectation that we will not be required to make additional contributions into these plans related to the Pension Offer; our expectation that each impacted plan’s funded status will remain materially unchanged as a result of the Pension Offer; a current annualized dividend of $0.75 per share on our Common Stock; our expectation that in the first half of fiscal 2015 we will complete a project under which we have been systematically identifying, counting and valuing the parts at mills acquired in the Smurfit-Stone Acquisition; our anticipation that we will be able to fund our capital expenditures, interest payments, dividends and stock repurchases, pension payments, working capital needs, note repurchases, restructuring activities, repayments of current portion of long-term debt and other corporate actions for the foreseeable future from 11

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cash generated from operations, borrowings under our Credit Facility and Receivables Facility, proceeds from our A/R Sales Agreement, proceeds from the issuance of debt or equity securities or other additional long-term debt financing, including new or amended facilities; the effect of a hypothetical 10% increase on the prices of various commodities, freight and energy; our belief that our future estimates or assumptions used to estimate allowances will not materially change; that we expect our cash tax payments to be materially less than our income tax expense in fiscal 2015, significantly lower in fiscal 2016 and similar in fiscal 2017; that we expect to utilize our remaining CBPC, Alternative Minimum Tax and other U.S. federal credits and foreign net operating losses primarily over the next two years; that, as we have utilized nearly all of our U.S. federal net operating losses in fiscal 2014, we expect to receive increased tax benefits from a greater domestic manufacturer’s deduction which is limited by federal taxable income after the use of federal net operating losses while state net operating losses and credits will be used over a longer period of time; our expectation that our effective tax rate in fiscal 2015 will be approximately 34% to 36%, excluding the impact of discrete items; our expectation that the AGI In-Store, Tacoma Mill, GMI and Mid South’s goodwill and intangibles will be amortizable for income tax purposes; our belief that integration activities related to the Smurfit-Stone Acquisition will continue into fiscal 2015; our results of operations, financial condition, cash flows, liquidity or capital resources, including expectations regarding sales growth, income tax rates, our production capacities and our ability to achieve operating efficiencies; the consummation of acquisitions and financial transactions, the effect of these transactions on our business and the valuation of assets acquired in these transactions; our competitive position and competitive conditions; our ability to obtain adequate replacement supplies of raw materials or energy; our relationships with our customers; our relationships with our employees; our plans and objectives for future operations and expansion; our compliance obligations with respect to health and safety laws and environmental laws, the cost of compliance, the timing of these costs, or the impact of any liability under such laws on our results of operations, financial condition or cash flows, and our right to indemnification with respect to any such cost or liability; our belief that the currently expected outcome of any environmental proceeding or claim that is pending or threatened against us with respect to our Hopewell, VA containerboard mill will not have a material adverse effect on our results of operations, financial condition or cash flows; the expectation that the expanded Demopolis project will start-up in fiscal 2016; our belief that we have properly contained asbestos and/or have trained our employees in an effort to ensure that no rules or regulations are violated in the maintenance of our facilities where asbestos is present; the impact of any gain or loss of a customer’s business; our expectations surrounding credit loss rates; the impact of announced price increases; the scope, costs, timing and impact of any restructuring of our operations and corporate and tax structure including our expectation that the integration of closed facility’s assets and production with other facilities will enable the receiving facilities to better leverage their fixed costs; factors considered in connection with any impairment analysis, the outcome of any such analysis and the anticipated impact of any such analysis on our results of operations, financial condition or cash flows; pension and retirement plan obligations, contributions, the factors used to evaluate and estimate such obligations and expenses, the impact of amendments to our pension and retirement plans, the impact of governmental regulations on our results of operations, financial condition or cash flows; pension and retirement plan asset investment strategies; potential liability for outstanding guarantees and indemnities and the potential impact of such liabilities; the impact of any market risks, such as interest rate risk, pension plan risk, foreign currency risk, commodity price risks, energy price risk, rates of return, the risk of investments in derivative instruments, and the risk of counterparty nonperformance, and factors affecting those risks; our expectation to continue to operate under environmental permits and similar authorizations from various governmental authorities that regulate discharges, emissions and wastes; the amount of contractual obligations based on variable price provisions and variable timing and the effect of contractual obligations on liquidity and cash flow in future periods; the implementation of accounting standards and the impact of these standards once implemented; factors used to calculate the fair value of financial instruments and other assets and liabilities; factors used to calculate the fair value of options, including expected term and stock price volatility; our assumptions and expectations regarding critical accounting policies and estimates; our recording of net deferred tax assets to the extent we believe such assets are more likely than not to be realized; our expectation that we will close our Cincinnati, OH specialty recycled paperboard mill in the first quarter of fiscal 2015; the Antitrust Litigation and other lawsuits and claims arising out of the conduct of our business; our belief that should we incur production disruptions for recycled or bleached paperboard or containerboard we would be able to source significant replacement quantities from other suppliers; and our expectation that, based on our current stock compensation awards, ASU 2014-12 and ASU 2014-08 will not have a material effect on our consolidated financial statements. With respect to these statements, we have made assumptions regarding, among other things, economic, competitive and market conditions; volumes and price levels of purchases by customers; competitive conditions in our businesses; possible adverse actions of our customers, our competitors and suppliers; labor costs; the amount and timing of capital expenditures, including installation costs, project development and implementation costs, severance and other shutdown costs; restructuring costs; utilization of real property that is subject to the restructurings due to realizable values from the sale of such property; credit availability; volumes and price levels of purchases by customers; raw material and energy costs; and competitive conditions in our businesses. You should not place undue reliance on any forward-looking statements as such statements involve risks, uncertainties, assumptions and other factors that could cause actual results to differ materially, including the following: the level of demand for our products; our ability to successfully identify and make performance improvements; anticipated returns on our capital investments; our ability to achieve benefits from acquisitions and the timing thereof, including synergies, performance 12

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improvements and successful implementation of capital projects; our belief that matters relating to previously identified third party PRP sites and certain formerly owned facilities of Smurfit-Stone have been or will be satisfied claims in the Smurfit-Stone bankruptcy proceedings; the level of demand for our products; our belief that we can assert claims for indemnification pursuant to existing rights we have under settlement and purchase agreements in connection with certain of our existing environmental remediation sites; our ability to successfully identify and make performance improvements; anticipated returns on our capital investments; uncertainties related to planned mill outages or production disruptions, including associated costs and the length of those outages; the possibility of unplanned mill outages; investment performance, discount rates, return on pension plan assets and expected compensation levels; market risk from changes in, including but not limited to, interest rates and commodity prices; possible increases in energy, raw materials, shipping and capital equipment costs; any reduction in the supply of raw materials; fluctuations in selling prices and volumes; intense competition; the potential loss of certain customers; the timing and impact of AFMC and CBPC; the impact of operational restructuring activities, including the cost and timing of such activities, the size and cost of employment terminations, operational consolidation, capacity utilization, cost reductions and production efficiencies; estimated fair values of assets, and returns from planned asset transactions, and the impact of such factors on earnings; potential liability for outstanding guarantees and indemnities and the potential impact of such liabilities; the impact of economic conditions, including the nature of the current market environment, raw material and energy costs and market trends or factors that affect such trends, such as expected price changes, competitive pricing pressures and cost increases, as well as the impact and continuation of such factors; our results of operations, including operational inefficiencies, costs, sales growth or declines, the timing and impact of customer transitioning, the impact of price increases or decreases and the impact of the gain and loss of customers; pension plan contributions and expense, funding requirements and earnings; environmental law liability as well as the impact of related compliance efforts, including the cost of required improvements and the availability of certain indemnification claims; capital expenditures; the cost and other effects of complying with governmental laws and regulations and the timing of such costs; the scope, and timing and outcome of any litigation, including the Antitrust Litigation (as hereinafter defined) or other dispute resolutions and the impact of any such litigation or other dispute resolutions on our results of operations, financial condition or cash flows; income tax rates, future deferred tax expense and future cash tax payments; future debt repayment; our ability to fund capital expenditures, interest payments, dividends and stock repurchases, pension payments, working capital needs, note repurchases, repayments of current portion of long term debt and other corporate actions for the foreseeable future from cash generated from operations, borrowings under our Credit Facility and Receivables Facility, proceeds from our A/R Sales Agreement, proceeds from the issuance of debt or equity securities or other additional long-term debt financing, including new or amended facilities; our estimates and assumptions regarding our contractual obligations and the impact of our contractual obligations on our liquidity and cash flow; the impact of changes in assumptions and estimates underlying accounting policies; the expected impact of implementing new accounting standards; the impact of changes in assumptions and estimates on which we based the design of our system of disclosure controls and procedures; the expected cash tax payments that may change due to changes in taxable income, tax laws or tax rates, capital expenditures or other factors; the occurrence of severe weather or a natural disaster, such as a hurricane, tropical storm, earthquake, tornado, flood, fire, or other unanticipated problems such as labor difficulties, equipment failure or unscheduled maintenance and repair, which could result in operational disruptions of varied duration; adverse changes in general market and industry conditions and other risks, uncertainties and factors discussed in Item 1A. “ Risk Factors. ” The information contained herein speaks as of the date hereof and we do not have or undertake any obligation to update such information as future events unfold. Item 1A.

RISK FACTORS

We are subject to certain risks and events that, if one or more of them occur, could adversely affect our business, our results of operations, financial condition, cash flows and/or the trading price of our Common Stock. In evaluating us, our business and an investment in our securities, you should consider the following risk factors, in addition to the other information presented in this report, as well as the other reports and registration statements we file from time to time with the SEC. The risks below are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial could also adversely impact our business in the future. • We May Face Increased Costs and Reduced Supply of Raw Materials and Energy Historically, the costs of recovered paper and virgin fiber, our principal externally sourced raw materials, have fluctuated significantly due to market and industry conditions. Increasing demand for products packaged in 100% recycled paper and the shift by manufacturers of virgin paperboard, tissue, newsprint and corrugated packaging to the production of products with some recycled paper content have and may continue to increase demand for recovered paper. Certain published indexes contribute to price setting. Future changes in how these indexes are established or maintained could impact pricing. Furthermore, there has been a substantial increase in demand for U.S. sourced recovered paper by Asian countries. These increasing demands have resulted in, and may result in further, cost increases. While the cost of virgin fiber has historically been less volatile than recycled fiber, it also fluctuates, particularly during prolonged periods of heavy rain or during housing construction slowdowns. Recycled and virgin paperboard and containerboard are the primary raw materials that our converting operations use. One of the two primary 13

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grades of virgin paperboard, coated unbleached kraft, used by our folding carton operations, has only two domestic suppliers. The failure to obtain these supplies or the failure to obtain these supplies at reasonable market prices could have an adverse effect on our results of operations. At times, the cost of natural gas, which we use in many of our manufacturing operations, including many of our mills, and other energy costs (including energy generated by burning natural gas, fuel oil and coal) have fluctuated significantly. There can be no assurance that we will be able to recoup any past or future increases in the cost of recovered paper, virgin fiber or other raw materials or of natural gas, fuel oil, coal or other energy through price increases for our products. Further, a reduction in availability of recovered paper, virgin paperboard, virgin fiber or other raw materials or energy sources due to increased demand or other factors could have an adverse effect on our results of operations and financial condition. • We May Experience Pricing Variability The paperboard, containerboard and converted products industries historically have experienced significant fluctuations in selling prices. Certain published indexes contribute to the setting of selling prices. Future changes in how these indexes are established or maintained could impact selling prices. If we are unable to maintain the selling prices of products within these industries, that inability may have a material adverse effect on our results of operations and financial condition. We are not able to predict with certainty future market conditions or the selling prices for our products. • Our Earnings are Highly Dependent on Volumes Our operations generally have high fixed operating cost components and therefore our earnings are highly dependent on volumes, which tend to fluctuate. These fluctuations make it difficult to predict our financial results with any degree of certainty. • We Face Intense Competition Our businesses are in industries that are highly competitive, and no single company dominates an industry. Our competitors include large and small, vertically integrated packaging products, paperboard and containerboard companies and numerous non-integrated smaller companies. We generally compete with companies operating in North America. Competition from domestic or foreign lower cost manufacturers in the future could negatively impact our sales volumes and pricing. Because all of our businesses operate in highly competitive industry segments, we regularly bid for sales opportunities to customers for new business or for renewal of existing business. The loss of business from our larger customers, or the renewal of business with less favorable terms, may have a significant impact on our results of operations. Further, competitive conditions may prevent us from fully recovering increased costs and may inhibit our ability to pass on cost increases to our customers. Customer shifts away from paperboard and containerboard packaging to packaging from other materials could adversely affect our results of operations. Our mills’ sales volumes may be directly impacted by changes in demand for our packaging products. See Item 1. “Business — Competition” and “Business — Sales and Marketing.” • We Have Been Dependent on Certain Customers Each of our segments has certain large customers, the loss of which could have a material adverse effect on the segment’s sales and, depending on the significance of the loss, our results of operations, financial condition or cash flows. See Item 1. “Business — Competition” and “Business — Sales and Marketing.” • We May Incur Business Disruptions We take measures to minimize the risks of disruption at our facilities. The occurrence of a natural disaster, such as a hurricane, tropical storm, earthquake, tornado, severe weather, flood, fire, or other unanticipated problems such as labor difficulties, equipment failure or unscheduled maintenance could cause operational disruptions of varied duration. Disruptions at our suppliers could lead to short term or longer rises in raw material or energy costs and/or reduced availability of materials or energy. These types of disruptions could materially adversely affect our earnings to varying degrees dependent upon the facility, the duration of the disruption, our ability to shift business to another facility or find alternative sources of materials or energy. Any losses due to these events may not be covered by our existing insurance policies or may be subject to certain deductibles. • We May be Adversely Affected by Current Economic and Financial Market Conditions Our businesses may be affected by a number of factors that are beyond our control such as general economic and business conditions, changes in tax laws or tax rates and conditions in the financial services markets including counterparty risk, insurance carrier risk, rising interest rates, inflation, deflation, fluctuations in the value of local currency versus the U.S. dollar or the impact of a stronger U.S. dollar may negatively impact our ability to compete. Macro-economic challenges, including conditions in financial and capital markets and levels of unemployment, and the ability of the U.S. and other countries to deal with their rising 14

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debt levels may continue to put pressure on the economy or lead to changes in tax laws or tax rates. There can be no assurance that changes in tax laws or tax rates will not have a material impact on our future cash taxes, effective tax rate, or deferred tax assets and liabilities. Changes in the U.S., and to a lesser extent the global economy, could drive an increase or decrease in the demand for our products that could increase or decrease our revenues, increase or decrease our manufacturing costs and ultimately increase or decrease our results of operations, financial condition and cash flows. As a result of negative changes in the economy, customers, vendors or counterparties may experience significant cash flow problems or cause consumers of our products to postpone or refrain from spending in response to adverse economic events or conditions. If customers are not successful in generating sufficient revenue or cash flows or are precluded from securing financing, they may not be able to pay or may delay payment of accounts receivable that are owed to us or we may experience lower sales volumes. We are not able to predict with certainty market conditions, and our business could be materially and adversely affected by these market conditions. • We May be Unable to Successfully Complete and Finance Acquisitions We have completed several acquisitions in recent years and may seek additional acquisition opportunities. There can be no assurance that we will successfully be able to identify suitable acquisition candidates, complete and finance acquisitions, integrate acquired operations into our existing operations, realize the anticipated synergies and business opportunities or expand into new markets. There can also be no assurance that future acquisitions will not have an adverse effect upon our operating results, or that the terms of the acquisition debt financing and our increased indebtedness following an acquisition, as well as any potential underfunded pension and postretirement liabilities of the acquired operations, may have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions. Acquired operations may not achieve levels of revenues, profitability or productivity comparable with those our existing operations achieve, or otherwise perform as expected. In addition, it is possible that, in connection with acquisitions, our capital expenditures could be higher than we anticipated and that we may not realize the expected benefits of such capital expenditures. Our business may be affected by a number of factors that are beyond our control such as general economic conditions or business risks associated with macro-economic challenges, including, without limitation, potential turmoil in financial, capital and equity markets and high levels of unemployment. Should these types of conditions and risks occur with sufficient severity, there can be no assurance that such changes would not materially impact the carrying value of our goodwill. • We are Subject to Extensive and Costly Environmental and Other Governmental Regulation We are subject to various federal, state, local and foreign environmental laws and regulations, including those regulating the discharge, storage, handling and disposal of a variety of substances, as well as other financial and non-financial regulations, including items such as air and water quality, the cleanup of contaminated soil and groundwater and matters related to the health and safety of employees. We regularly make capital expenditures to maintain compliance with applicable environmental laws and regulations. However, environmental laws and regulations are becoming increasingly stringent. Consequently, our compliance and remediation costs could increase materially. In addition, we cannot currently assess the impact that the future emissions standards and climate change initiatives, including initiatives such as regulations on emissions from certain industrial boilers, and government’s enforcement practices will have on our operations or capital expenditure requirements. Further, we have been identified as a PRP at various third-party disposal sites pursuant to U.S. federal or state statutes. There can be no assurance that any liability we may incur in connection with these or other sites at which we may be identified in the future as a responsible party or in connection with other governmental requirements, including capital investments or business disruptions associated with regulatory compliance, will not be material to our results of operations, financial condition or cash flows. See Item 1. “Business — Governmental Regulation.” • We May Incur Additional Restructuring Costs We have restructured portions of our operations from time to time and it is possible that we may engage in additional restructuring initiatives. Because we are not able to predict with certainty market conditions, the loss of large customers, or the selling prices for our products, we also may not be able to predict with certainty when it will be appropriate to undertake restructurings. It is also possible, in connection with these restructuring efforts, that our costs could be higher than we anticipate and that we may not realize the expected benefits. • We May Incur Increased Transportation Costs We distribute our products primarily by truck and rail. Reduced availability of trucks or rail cars could negatively impact our ability to ship our products in a timely manner. There can be no assurance that we will be able to recoup any past or future increases in transportation rates or fuel surcharges through price increases for our products.

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• Work Stoppages and Other Labor Relations Matters May Have an Adverse Effect on Our Financial Results A significant number of our employees in North America are governed by CBAs. Expired contracts are in the process of renegotiation. We may not be able to successfully negotiate new union contracts without work stoppages or labor difficulties or renegotiate without unfavorable terms. If we are unable to successfully renegotiate the terms of any of these agreements or an industry association is unable to successfully negotiate a national agreement when they expire, or if we experience any extended interruption of operations at any of our facilities as a result of strikes or other work stoppages, our results of operations and financial condition could be materially and adversely affected. See Item 1. “Business — Employees” for information regarding employees working under expired contracts and employees covered under CBAs that expire within one year. • We May Incur Increased Employee Benefit Costs, Our Underfunded Pension Plans Will Require Additional Cash Contributions and We May Incur Increased Funding Requirements in the MEPPs in Which We Participate Employee healthcare costs in recent years have continued to rise. The Patient Protection and Affordable Care Act has resulted in significant healthcare cost increases. Our pension and health care benefits are dependent upon multiple factors resulting from actual plan experience and assumptions of future experience. Our pension plan assets are primarily made up of equity, fixed income and alternative investments. Fluctuations in market performance of these assets and changes in interest rates may result in increased or decreased pension costs in future periods. Changes in assumptions regarding expected long-term rate of return on plan assets, our discount rate, expected compensation levels or mortality could also increase or decrease pension costs. Future pension funding requirements, and the timing of funding payments, may also be subject to changes in legislation. During 2006, Congress passed the Pension Act with the stated purpose of improving the funding of U.S. private pension plans. The Pension Act imposes stricter funding requirements, introduces benefit limitations for certain underfunded plans and requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. We have made contributions to our pension plans and expect to make substantial contributions in the coming years in order to ensure that our funding levels remain adequate in light of projected liabilities and to meet the requirements of the Pension Act, Canadian pension requirements and other regulations. There can be no assurance that such changes, including turmoil in financial and capital markets, will not be material to our results of operations, financial condition or cash flows. At September 30, 2014 , the underfunded liability of our qualified and supplemental executive retirement defined benefit pension plans determined in accordance with GAAP was approximately $1.1 billion . We will likely be required to make significant cash contributions to these plans under applicable U.S. and Canadian laws over the next several years in order to meet future funding requirements and satisfy current service obligations under the plans. These contributions will significantly impact future cash flows that might otherwise be available for repayment of debt, capital expenditures, and other corporate purposes. The actual required amounts and timing of future cash contributions will be highly sensitive to changes in the applicable discount rates and returns on plan assets, and could also be impacted by future changes in the laws and regulations applicable to plan funding. There can be no assurance that such changes, including turmoil in financial and capital markets, will not be material to our results of operations, financial condition or cash flows. See Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Cash Flow Activity.” We participate in several MEPPs administered by labor unions that provide retirement benefits to certain union employees in accordance with various CBAs. As one of many participating employers in these plans, we are generally responsible with the other participating employers for any plan underfunding. Our contributions to a particular MEPP are established by the applicable CBAs; however, our required contributions may increase based on the funded status of an MEPP and legal requirements such as those of the Pension Act, which requires substantially underfunded MEPPs to implement a funding improvement plan or a rehabilitation plan to improve their funded status. We believe that certain of the MEPPs in which we participate have material unfunded vested benefits. Due to uncertainty regarding future factors that could trigger a withdrawal liability, including partial withdrawal liabilities triggered by facility closures, as well as the absence of specific information regarding matters such as the MEPP's current financial situation due in part due to delays in reporting, the potential withdrawal or bankruptcy of other contributing employers, the impact of future plan performance or the success of current and future funding improvement or rehabilitation plans to restore solvency to the plans, we are unable to determine with certainty the amount and timing of any future withdrawal liability, changes in future funding obligations or the impact of increased contributions including those that could be triggered by a mass withdrawal of other employers from a MEPP. There can be no assurance that the impact of increased contributions, future funding obligations or future withdrawal liabilities will not be material to our results of operations, financial condition or cash flows. • We are Subject to Cyber-Security Risks Related to Certain Customer, Employee, Vendor or Other Company Data We use information technologies to securely manage operations and various business functions. We rely upon various technologies to process, store and report on our business and interact with customers, vendors and employees. Our systems are subject to repeated attempts by third parties to access information or to disrupt our systems. Despite our security design and 16

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controls, and those of our third party providers, we could become subject to cyber-attacks which could result in operational disruptions or the misappropriation of sensitive data. There can be no assurance that such disruptions or misappropriations and the resulting repercussions will not be material to our results of operations, financial condition or cash flows. • Our Success Is In Part Dependent On Our Ability To Develop and Successfully Introduce New Products and to Acquire and Retain Intellectual Property Rights Our ability to develop and successfully market new products and to develop, acquire, and retain necessary intellectual property rights is important to our continued success and competitive position. If we were unable to protect our existing intellectual property rights, develop new rights, or if others developed similar or improved technologies there can be no assurance that such events would not be material to our results of operations, financial condition or cash flows. Item 1B.

UNRESOLVED STAFF COMMENTS

Not applicable – there are no unresolved SEC staff comments. Item 2.

PROPERTIES

We operate locations in the U.S. (37 states), Canada, Mexico, Chile, Puerto Rico and Argentina. We own our principal executive offices in Norcross, Georgia. We believe that our existing production capacity is adequate to serve existing demand for our products and consider our plants and equipment to be in good condition. Our corporate and operating facilities as of September 30, 2014 are summarized below:

Segment Corrugated Packaging Consumer Packaging Merchandising Displays Recycling Corporate

Owned 81 36 7 19 1 144

Total

17

Number of Facilities Leased 32 11 17 4 5 69

Total 113 47 24 23 6 213

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The table that follows shows annual production capacity by mill at September 30, 2014 in thousands of tons and excludes the Cincinnati, OH specialty recycled paperboard mill that we expect to close in the first quarter of fiscal 2015. Although our mill system operating rates may vary from year to year due to changes in market and other factors, our simple average mill system operating rates for the last three years averaged 95%. We own all of our mills.

Linerboard

Location of Mill

Fernandina Beach, FL West Point, VA Stevenson, AL Hodge, LA Solvay, NY Florence, SC Panama City, FL Seminole, FL Hopewell, VA Tacoma, WA La Tuque, QC Demopolis, AL St. Paul, MN Coshocton, OH Uncasville, CT Battle Creek, MI Chattanooga, TN Dallas, TX Sheldon Springs, VT (Missisquoi Mill) Lynchburg, VA Stroudsburg, PA Eaton, IN Aurora, IL Total Mill Capacity

930 715 825 533 683 336 402 527 425 345

Medium

Coated Recycled Paperboard

Bleached Paperboard

Specialty Recycled Paperboard Market Pulp Total Capacity

185 885 272 292 198 60 131 350 200 310 165

100

168

160 140 127 111 103 80

5,721

2,215

646

481

64 32 339

452

930 900 885 825 805 683 628 600 527 485 476 450 368 310 165 160 140 127 111 103 80 64 32 9,854

In the preceding annual production capacity by mill table, our linerboard capacity includes 1,335 tons of white top linerboard. The production at our Lynchburg, VA mill is gypsum paperboard liner and the paper machine is owned by our Seven Hills joint venture. Our fiber sourcing for our mills is approximately 55% virgin and 45% recycled. Item 3.

LEGAL PROCEEDINGS

In late 2010, Smurfit-Stone was one of nine U.S. and Canadian containerboard producers named as defendants in a lawsuit alleging that these producers violated the Sherman Act by conspiring to limit the supply and fix the prices of containerboard from mid-2005 through November 8, 2010 (“ Antitrust Litigation ”). RockTenn CP, LLC, as the successor to Smurfit-Stone, is a defendant with respect to the period after Smurfit-Stone's discharge from bankruptcy in June 30, 2010 through November 8, 2010. The complaint seeks treble damages and costs, including attorney's fees. The defendants' motions to dismiss the complaint were denied by the court in April 2011. We believe the allegations are without merit and will defend this lawsuit vigorously. However, at this stage of the litigation, we are unable to predict the ultimate outcome or estimate a range of reasonably possible losses. We are a defendant in a number of other lawsuits and claims arising out of the conduct of our business. While the ultimate results of such suits or other proceedings against us cannot be predicted with certainty, management believes the resolution of these other matters will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

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Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II: FINANCIAL INFORMATION Item 5.

MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock Our Common Stock trades on the New York Stock Exchange under the symbol RKT. As of October 31, 2014, there were approximately 2,580 shareholders of record of our Common Stock. The number of shareholders of record includes one single shareholder, Cede & Co., for all of the shares held by our shareholders in individual brokerage accounts maintained at banks, brokers and institutions. On August 27, 2014, we effected a two -for-one stock split of our Common Stock in the form of a 100% stock dividend to shareholders of record as of August 12, 2014. All share and per share information has been retroactively adjusted to reflect the stock split and we recorded the incremental par value of the newly issued shares with the offset to additional paid in capital. Price Range of Common Stock and Dividends Fiscal 2014

Fiscal 2013

Market Price High

First Quarter Second Quarter Third Quarter Fourth Quarter

$ $ $ $

Market Price Low

55.10 58.20 54.27 53.49

$ $ $ $

Dividend

46.06 47.52 47.04 46.70

$ $ $ $

0.175 0.175 0.175 0.175

High

$ $ $ $

Low

38.09 46.47 54.00 63.03

$ $ $ $

Dividend

30.63 35.32 41.70 48.91

$ $ $ $

0.225 — 0.150 0.150

In October 2014, our board of directors approved our November 2014 quarterly dividend of $0.1875 per share, indicating a current annualized dividend of $0.75 per share and a 7% increase over the $0.175 per share quarterly dividend paid in each quarter of fiscal 2014. In October 2013, our board of directors approved our November 2013 quarterly dividend of $0.175 per share, indicating a current annualized dividend of $0.70 per share and a 17% increase over the $0.15 per share quarterly dividend paid in May 2013 and August 2013. The $0.15 per share we paid in May 2013 and August 2013 was a 33% increase over the $0.1125 per share accelerated February 2013 quarterly dividend paid in December 2012 and the $0.1125 per share quarterly dividend paid in November 2012. During fiscal 2014, we paid aggregate dividends on our Common Stock of $0.70 per share and during fiscal 2013 we paid aggregate dividends of $0.525 per share. For additional dividend information, please see Item 6. “ Selected Financial Data . ” Securities Authorized for Issuance Under Equity Compensation Plans The section under the heading “Executive Compensation Tables” entitled “Equity Compensation Plan Information” in the Proxy Statement for the Annual Meeting of Shareholders to be held on January 30, 2015 , which will be filed with the SEC on or before December 31, 2014 , is incorporated herein by reference. For additional information concerning our capitalization, see “Note 13. Shareholders’ Equity” of the Notes to Consolidated Financial Statements included herein. Stock Repurchase Plan Our board of directors has approved a stock repurchase plan that allows for the repurchase of shares of Common Stock over an indefinite period of time at the discretion of our management. Our stock repurchase plan does not allow for the shares available for repurchase to be split adjusted. Our stock repurchase plan, as amended in November 2013 and September 2014 following our stock split, allows for the repurchase of a total of 16.9 million shares of Common Stock, an increase from the 6.0 million previously authorized at September 30, 2013. In fiscal 2014, we repurchased approximately 4.0 million shares (or 4.7 million shares split adjusted) for an aggregate cost of $236.3 million . In fiscal 2013 and 2012, we did not repurchase any shares of Common Stock. As of September 30, 2014 , we had remaining authorization to purchase approximately 8.7 million shares of Common Stock.

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Pursuant to our repurchase plan, in the three months ended September 30, 2014 , we repurchased 3,215,121 shares for an aggregate cost of $162.5 million. The following table presents information with respect to purchases of our Common Stock that we made during the three months ended September 30, 2014 :

July 1, 2014 through July 31, 2014 August 1, 2014 through August 31, 2014 September 1, 2014 through September 30, 2014 Total (1)

Item 6.

(1)

Total Number of Shares Purchased — — 3,215,121 3,215,121

Average Price Paid Per Share $ — — 50.54

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs — — 3,215,121 3,215,121

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 4,233,724 4,233,724 8,702,951

The increase in the maximum number of shares that may yet be purchased under the plans or programs includes the additional authorization of approximately 7.7 million shares on September 15, 2014. SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements and Notes thereto and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein. We derived the consolidated statements of income and consolidated statements of cash flows data for the years ended September 30, 2014 , 2013 and 2012 , and the consolidated balance sheet data as of September 30, 2014 and 2013 from the Consolidated Financial Statements included herein. We derived the consolidated statements of income and consolidated statements of cash flows data for the years ended September 30, 2011 and 2010, and the consolidated balance sheet data as of September 30, 2012, 2011 and 2010, from audited Consolidated Financial Statements not included in this report. The table that follows is consistent with those presentations with the exception of diluted earnings per share attributable to Rock-Tenn Company shareholders, diluted weighted average shares outstanding, dividends per common share and book value per common share that have been adjusted retroactively due to our August 2014 two-for-one stock split. On May 27, 2011, we completed the Smurfit-Stone Acquisition. The Smurfit-Stone Acquisition was the primary reason for the changes in the selected financial data in fiscal 2012 and fiscal 2011 as compared to prior years due to the size and timing of the acquisition. Our results of operations shown below may not be indicative of future results. 20

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Year Ended September 30, 2014

Net sales Alternative fuel mixture credit, net of expenses (a) Pension lump sum settlement expense (b) Restructuring and other costs, net Cellulosic biofuel producer credit, net (c) Net income attributable to Rock-Tenn Company shareholders (d) Diluted earnings per share attributable to Rock-Tenn Company shareholders Diluted weighted average shares outstanding Dividends paid per common share Book value per common share Total assets Current portion of debt Long-term debt due after one year Total debt Total Rock-Tenn Company shareholders’ equity Net cash provided by operating activities Capital expenditures Cash paid for purchase of businesses, net of cash acquired

2013 2012 2011 (In millions, except per share amounts)

2010

$ $ $ $ $ $

9,895.1 — 47.9 55.6 — 479.7

$ $ $ $ $ $

9,545.4 — — 78.0 — 727.3

$ $ $ $ $ $

9,207.6 — — 75.2 — 249.1

$ $ $ $ $ $

5,399.6 — — 93.3 — 141.1

$ $ $ $ $ $

3,001.4 28.8 — 7.4 27.6 225.6

$

3.29 146.0 0.70 30.76 11,039.7 132.6 2,852.1 2,984.7 4,306.8 1,151.8 534.2 474.4

$

4.98 146.1 0.525 29.94 10,733.4 2.9 2,841.9 2,844.8 4,312.3 1,032.5 440.4 6.3

$

1.72 144.1 0.40 24.02 10,687.1 261.3 3,151.2 3,412.5 3,405.7 656.7 452.4 125.6

$

1.38 100.9 0.40 23.92 10,566.0 143.3 3,302.5 3,445.8 3,371.6 461.7 199.4 1,300.1

$

2.85 78.2 0.30 13.00 2,914.9 231.6 897.3 1,128.9 1,011.3 377.3 106.2 23.9

$ $ $ $ $ $ $ $ $ $

$ $ $ $ $ $ $ $ $ $

$ $ $ $ $ $ $ $ $ $

$ $ $ $ $ $ $ $ $ $

$ $ $ $ $ $ $ $ $ $

(a)

The AFMC, net of expenses represents a reduction of cost of goods sold in our Consumer Packaging segment equal to $0.50 per gallon of alternative fuel used at our Demopolis, AL bleached paperboard mill from October 1, 2009 through the December 31, 2009 expiration of the tax credit. The credit is not taxable for federal income tax purposes.

(b)

In fiscal 2014, we completed the first phase of our previously announced lump sum pension settlement to certain eligible former employees and recorded a pre-tax charge of $47.9 million. For additional information see “ Note 12. Retirement Plans ” of the Notes to Consolidated Financial Statements included herein.

(c)

The CBPC is a $1.01 per gallon taxable credit which results in an after-tax credit value of approximately $0.62 per gallon. In accordance with the applicable IRS instructions for claiming the CBPC and returning the AFMC in this circumstance, we amended our 2009 federal income tax return to claim the CBPC credit rather than the AFMC. The cumulative impact of the CBPC election, net of the AFMC, was an increased after-tax benefit of $27.6 million, which was recorded as a reduction of income tax expense in the fourth quarter of fiscal 2010 and accounted for as a cumulative catch-up of a transaction directly with the government in its capacity as a taxing authority.

(d)

Net income attributable to Rock-Tenn Company shareholders in fiscal 2014 and fiscal 2013 was increased by a reduction of cost of goods sold of $32.3 million and $12.2 million pre-tax, respectively, for the recording of additional value of spare parts at our containerboard mills acquired in the Smurfit-Stone Acquisition. For additional information see “ Note 4. Inventories ” of the Notes to Consolidated Financial Statements included herein. Net income attributable to Rock-Tenn Company shareholders in fiscal 2013 was increased by the reversal of $254.1 million of tax reserves related to AFMC acquired in the Smurfit-Stone Acquisition that were partially offset by a resulting increase in a state tax valuation allowance of $1.2 million. Net income attributable to Rock-Tenn Company shareholders in fiscal 2012 was reduced by $25.9 million pre-tax for a loss on extinguishment of debt and fiscal 2011 was reduced by $59.4 million pre-tax for acquisition inventory step-up expense and $39.5 million pre-tax for a loss on extinguishment of debt. See Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations (Consolidated) — Loss on Extinguishment of Debt.”

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Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview We are one of North America's leading providers of packaging solutions and manufacturers of containerboard and paperboard. We operate locations in the U.S., Canada, Mexico, Chile, Argentina and Puerto Rico. Our objective is to be the most respected company in our business by: a) providing superior paperboard, packaging and marketing solutions for consumer products companies at very low costs, b) investing for competitive advantage, c) maximizing the efficiency of our manufacturing processes by optimizing economies of scale, d) systematically improving processes and reducing costs throughout the Company, and e) seeking acquisitions that can dramatically improve our business. To achieve this objective: we focus on making our network of mills and converting plants cost-competitive; we invest to further optimize the combined system and to make continuous improvements using Six Sigma and Lean Manufacturing methods to further optimize our manufacturing and administrative processes; we have an integrated packaging solution that offers displays, folding cartons and corrugated boxes with the objective to be the clear partner and unrivaled provider of winning solutions for our customers; we are committed to exceeding our customers' expectations every time; and we are committed to create long-term shareholder value. In fiscal 2014 we delivered record net sales and another year of solid operating results as measured by Adjusted Earnings Per Diluted Share (as hereinafter defined) and cash provided by operating activities despite significant inflationary headwinds. Net sales of $9,895.1 million in fiscal 2014 increased $349.7 million , or 3.7% over fiscal 2013 . Segment income increased $50.5 million or 5.1% over fiscal 2013 to $1,039.4 million as strong sales pricing and mix, productivity improvements, income related to recording an additional value of spare parts and the impact of acquisitions more than offset inflationary headwinds and the impact of severe weather in the second quarter of fiscal 2014. Segment income was increased by $32.3 million and $12.2 million due to reductions to cost of goods sold recorded in fiscal 2014 and fiscal 2013, respectively, for immaterial corrections of errors to record spare parts identified that were not previously recorded in inventory in the containerboard mills acquired in the Smurfit-Stone Acquisition since we were beyond the measurement period. We estimate the impact of severe weather in the second quarter of fiscal 2014, as compared to our expectations going into the second quarter, to be approximately $44 million pre-tax. We have been quick to analyze and respond to changes in our customer demand and continue to identify projects to continuously improve our operational capabilities. We implemented our balanced capital allocation approach by investing $534.2 million in capital expenditures and $474.4 million in acquisitions while returning $337.4 million to our shareholders in dividends and share repurchases. We believe our strong balance sheet and cash flow provide us the flexibility to continue to invest to sustain and improve our operating performance. During fiscal 2014 we completed three acquisitions. We acquired the Tacoma Mill in our Corrugated Packaging segment and completed two Merchandising Display segment acquisitions (AGI In-Store and NPG). We believe the Tacoma Mill, located in Tacoma, WA, is a strategic fit and the mill has improved our ability to satisfy West Coast customers and generate operating efficiencies across our containerboard system. The two display acquisitions have allowed us to more than double our permanent display business and we believe it supports our strategy to provide a more holistic portfolio of innovative in-store marketing solutions. These acquisitions contributed to our achieving record sales in fiscal 2014 including record sales in both our Corrugated Packaging and Merchandising Displays segments. Net income in fiscal 2014 was $479.7 million compared to $727.3 million in fiscal 2013 and earnings per diluted share were $3.29 in fiscal 2014 compared to $4.98 in fiscal 2013 . Net income in fiscal 2013 included a $252.9 million net tax benefit or $1.73 per diluted share for the reversal of tax reserves related to AFMC acquired in the Smurfit-Stone Acquisition. Adjusted Net Income and Adjusted Earnings Per Diluted Share (each as hereinafter defined) in fiscal 2014 were $549.2 million and $3.76 , respectively, compared to $533.7 million and $3.65 in fiscal 2013 . In fiscal 2014, Cash Generated for Net Debt (Increase) Repayment, Dividends, Acquisitions/Investments, Stock Repurchases, Pension Lump Sum Settlement Expense and Pension in Excess of Expense (as hereinafter defined) was $891.0 million , a 9.2% increase over the $815.6 million in fiscal 2013 . See our reconciliations of the non-GAAP measures adjusted net income, adjusted earnings per diluted share and Cash Generated for Net Debt (Increase) Repayment, Dividends, Acquisitions/Investments, Stock Repurchases, Pension Lump Sum Settlement Expense and Pension in Excess of Expense below in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Measures” below. Results of Operations (Consolidated) The following table summarizes our consolidated results for the three years ended September 30, 2014 and is followed by a discussion of the adjustments to reconcile diluted earnings per share attributable to Rock-Tenn Company shareholders to Adjusted Earnings Per Diluted Share. 22

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Year Ended September 30, 2014

2013

2012

(In millions, except per share data)

Net sales Cost of goods sold Gross profit Selling, general and administrative expenses Pension lump sum settlement expense Restructuring and other costs, net Operating profit Interest expense Loss on extinguishment of debt Interest income and other income (expense), net Equity in income of unconsolidated entities Income before income taxes Income tax (expense) benefit Consolidated net income Less: Net income attributable to noncontrolling interests Net income attributable to Rock-Tenn Company shareholders

$

$

9,895.1 7,961.5 1,933.6 975.7 47.9 55.6 854.4 (95.3) — 2.4 8.8 770.3 (286.5) 483.8 (4.1) 479.7

$

9,545.4 7,698.9 1,846.5 954.3 — 78.0 814.2 (106.9) (0.3) (0.9) 4.6 710.7 21.8 732.5 (5.2) 727.3

$

$

9,207.6 7,674.9 1,532.7 927.5 — 75.2 530.0 (119.7) (25.9) 1.3 3.4 389.1 (136.9) 252.2 (3.1) 249.1

$

Set forth below is a reconciliation of Adjusted Earnings Per Diluted Share to the most directly comparable GAAP measure, Earnings per diluted share (in dollars per share), for the periods indicated:

Years Ended September 30, 2014

Earnings per diluted share Alternative fuel mixture tax credit tax reserve adjustment Restructuring and other costs and operating losses and transition costs due to plant closures Pension lump sum settlement expense Acquisition inventory step-up Loss on extinguishment of debt

$

Adjusted Earnings Per Diluted Share

$

2013

3.29 — 0.26 0.20 0.01 — 3.76

$

$

2012

4.98 (1.73) 0.40 — — — 3.65

$

$

1.72 — 0.40 — — 0.12 2.24

In fiscal 2014, our restructuring and other costs and operating losses and transition costs due to plant closures were $0.26 per diluted share and consisted primarily of $29.0 million of pre-tax facility closure and related operating losses and transition costs primarily related to consolidating corrugated container plants and recycled collection facilities and $30.5 million of pre-tax integration and acquisition costs. In fiscal 2014, we completed the first phase of our previously announced lump sum pension settlement to certain eligible former employees and recorded a pre-tax charge of $47.9 million or $0.20 per diluted share after-tax. Additionally, the period included $3.2 million pre-tax or $0.01 per diluted share of inventory step-up expense related to inventory acquired in the Tacoma Mill, AGI In-Store and NPG acquisitions. In fiscal 2013, we recorded a tax benefit of $1.73 per diluted share for the reversal of $254.1 million of tax reserves related to AFMC acquired in the SmurfitStone Acquisition that were partially offset by a resulting increase in a state tax valuation allowance of $1.2 million. The deferred tax benefit was recorded in the second quarter of fiscal 2013 as the IRS completed its examination of Smurfit-Stone’s 2009 tax return. Our restructuring and other costs and operating losses and transition costs due to plant closures in fiscal 2013 were $0.40 per diluted share and consisted primarily of $69.4 million of pre-tax facility closure and related operating losses and transition costs primarily related to consolidating corrugated container plants and $20.3 million of pre-tax acquisition and integration costs.

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In fiscal 2012, restructuring and other costs and operating losses and transition costs due to plant closures, net of related noncontrolling interest aggregated to $0.40 per diluted share and consisted primarily of $52.7 million of pre-tax facility closure and related operating losses and transition costs primarily related to the Matane, Quebec mill, a Hodge, LA paper machine closure as well as the closure of corrugated container plants and recycled fiber collection facilities acquired in the Smurfit-Stone Acquisition, net of gains on the sale of a few previously closed facilities, and $34.4 million of pre-tax integration and acquisition costs that primarily consisted of professional services, employee and other costs. We recognized pre-tax losses on extinguishment of debt in fiscal 2012 of $25.9 million or $0.12 per diluted share, primarily in connection with the redemption of our 9.25% senior notes due March 2016 at a redemption price equal to 104.625% of par and to expense related unamortized deferred financing and discount costs, and to expense certain unamortized deferred financing costs related to the extension and amendment of our Credit Facility and the issuance of senior notes. For additional information regarding our restructuring and other costs see “ Note 6. Restructuring and Other Costs, Net ” of the Notes to Consolidated Financial Statements included herein. Net Sales (Unaffiliated Customers) Net sales for fiscal 2014 were $9,895.1 million compared to $9,545.4 million in fiscal 2013 primarily as a result of increased selling prices, acquisitions and higher volumes in the Consumer Packaging and Merchandising Displays segments which were partially offset by lower volumes in the Recycling and Corrugated Packaging segments, excluding the Tacoma Mill acquisition. Net sales for fiscal 2013 were $9,545.4 million compared to $9,207.6 million in fiscal 2012 primarily as a result of higher containerboard and corrugated boxes and sheet selling prices, and generally higher volumes across our business that were partially offset by generally lower prices in our Consumer Packaging and Recycling segments. Cost of Goods Sold Cost of goods sold increased to $7,961.5 million in fiscal 2014 compared to $7,698.9 million in fiscal 2013 . Cost of goods sold as a percentage of net sales of 80.5% decreased modestly in fiscal 2014 compared to 80.7% in fiscal 2013 primarily due to the increase in net sales from higher selling prices, productivity improvements and spare parts income which was partially offset by higher commodity, energy, freight and other costs, including the impact of severe weather in the second quarter of fiscal 2014. On a volume adjusted basis, commodity costs increased $33.3 million, including aggregate fiber and board costs which increased $49.5 million that were partially offset by $20.4 million of lower chemical costs, aggregate freight, shipping and warehousing costs increased $57.6 million and energy costs increased $32.8 million. Depreciation and amortization expense increased $28.4 million, group insurance expense increased $18.1 million and amortization of major maintenance outage expense, primarily in our containerboard mills, increased $11.9 million, each as compared to the prior year. Fiscal 2014 included $5.0 million of income related to a partial insurance settlement of property damage claims associated with the fiscal 2012 turbine failure at our Demopolis, AL mill. Fiscal 2014 and fiscal 2013 included a reduction of cost of goods sold of $32.3 million and $12.2 million, respectively, related to the recording of additional value of spare parts at our containerboard mills acquired in the Smurfit-Stone Acquisition as discussed above. Fiscal 2013 also included $15.7 million of income related to a partial insurance settlement of property damage claims associated with the fiscal 2012 turbine failure at our Demopolis, AL mill; an $11.4 million benefit related to the restructuring and extension of a steam supply contract and income of $9.2 million for the early termination of an energy supply contract, net of boiler start-up costs. Cost of goods sold increased to $7,698.9 million in fiscal 2013 compared to $7,674.9 million in fiscal 2012. Cost of goods sold as a percentage of net sales decreased to 80.7% in fiscal 2013 compared to 83.4% in fiscal 2012 primarily as a result of higher corrugated selling prices. Impacting fiscal 2013 cost of goods sold were: increased freight costs of $37.0 million, including the impact of higher volumes; a $33.9 million increase in the amortization of major maintenance outage expense primarily at our containerboard mills, increased chemical costs in our mills of $21.4 million; $19.1 million of increased depreciation and amortization expense due to capital investments, net of a $11.4 million reduction in amortization expense related to a restructuring and extension of a steam supply contract; $15.7 million of income related to a partial insurance settlement of property damage claims associated with the fiscal 2012 turbine failure at our Demopolis, AL mill; a reduction of cost of goods sold of $12.2 million related to recording an additional value of spare parts at our containerboard mills acquired in the Smurfit-Stone Acquisition; income of $9.2 million for the early termination of an energy supply contract, net of boiler start-up costs; and $7.0 million of increased maintenance expense. We value the majority of our U.S. inventories at the lower of cost or market with cost determined on LIFO, which we believe generally results in a better matching of current costs and revenues than under FIFO. In periods of increasing costs, the LIFO method generally results in higher cost of goods sold than under the FIFO method. In periods of decreasing costs, the results are generally the opposite. 24

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The following table illustrates the comparative effect of LIFO and FIFO accounting on our results of operations. This supplemental FIFO earnings information reflects the after-tax effect of eliminating the LIFO adjustment each year.

Fiscal 2014 LIFO

Fiscal 2013 FIFO

LIFO

Fiscal 2012 FIFO

LIFO

FIFO

(In millions)

Cost of goods sold $ Net income attributable to Rock-Tenn Company shareholders $

7,961.5

$

7,958.4

$

7,698.9

$

7,651.6

$

7,674.9

$

7,699.9

479.7

$

481.6

$

727.3

$

757.1

$

249.1

$

233.3

Net income attributable to Rock-Tenn Company shareholders in fiscal 2014 and 2013 is lower under the LIFO method because we experienced periods of rising costs, and net income attributable to Rock-Tenn Company shareholders in fiscal 2012 is higher under the LIFO method because we experienced a period of declining costs. Selling, General and Administrative Expenses SG&A expenses increased $21.4 million , including the partial year impact of acquisitions, to $975.7 million in fiscal 2014 compared to $954.3 million in fiscal 2013 and include $86.0 million and $85.1 million of intangible amortization in fiscal 2014 and fiscal 2013, respectively. SG&A as a percentage of sales decreased slightly to 9.9% in fiscal 2014 compared to 10.0% in fiscal 2013. The increase in fiscal 2014 SG&A was primarily due to a $10.1 million increase in consulting and professional services expense, an $8.9 million increase in commissions expense and a $3.8 million increase in depreciation and amortization which were partially offset by decreased compensation and benefit costs. SG&A expenses increased $26.8 million to $954.3 million in fiscal 2013 compared to $927.5 million in fiscal 2012 and were relatively flat as a percentage of net sales as inflationary items were offset by the impact of higher corrugated selling prices on net sales. SG&A expenses include $85.1 million and $83.8 million of intangible amortization in fiscal 2013 and fiscal 2012, respectively. The SG&A increases were primarily due to increased compensation and benefit costs. Pension Lump Sum Settlement Expense During the fourth quarter of fiscal 2014, we completed the first phase of our previously announced lump sum pension settlement to certain eligible former employees and as a result recorded a pre-tax charge of $47.9 million. For additional information see “Note 12. Retirement Plans” of the Notes to Consolidated Financial Statements included herein. We expect to complete the second and final phase of the lump sum settlements in the first quarter of fiscal 2015 and incur an estimated $15.0 million to $25.0 million pre-tax charge subject to the percentage of former employees that accept the offer and other factors. For additional information see “Note 20. Subsequent Event” of the Notes to Consolidated Financial Statements included herein. Restructuring and Other Costs, Net We recorded aggregate pre-tax restructuring and other costs of $55.6 million , $78.0 million and $75.2 million for fiscal 2014 , 2013 and 2012 , respectively. The charges in fiscal 2014 , 2013 and 2012 were primarily associated with the acquisition and integration of Smurfit-Stone as well as plant closure activities consisting primarily of locations acquired in the Smurfit-Stone Acquisition, net of gains on the sale of previously closed facilities. The expense recognized each year is not comparable since the timing and scope of the individual actions vary. We generally expect the integration of the closed facility’s assets and production with other facilities to enable the receiving facilities to better leverage their fixed costs while eliminating fixed costs from the closed facility. We discuss these charges in more detail in “ Note 6. Restructuring and Other Costs, Net ” of the Notes to Consolidated Financial Statements included herein. We have restructured portions of our operations from time to time and it is possible that we may engage in additional restructuring opportunities in the future. Loss on Extinguishment of Debt Loss on extinguishment of debt in fiscal 2013 was $0.3 million. Loss on extinguishment of debt in fiscal 2012 was $25.9 million which was primarily in connection with the redemption of our 9.25% senior notes due March 2016 at a redemption price equal to 104.625% of par and to expense related unamortized deferred financing and discount costs; and to expense certain unamortized deferred financing costs related to the extension and amendment of our Credit Facility and the issuance of senior notes.

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Interest Expense Interest expense for fiscal 2014 decreased to $95.3 million from $106.9 million in fiscal 2013 and included amortization of deferred financing costs of $10.3 million compared to $10.2 million in fiscal 2013 . The decrease in our average outstanding borrowings decreased interest expense by approximately $9.6 million, lower average interest rates decreased interest expense by approximately $2.1 million and deferred financing costs increased $0.1 million. Interest expense for fiscal 2013 decreased to $106.9 million from $119.7 million in fiscal 2012 and included amortization of deferred financing costs of $10.2 million compared to $10.8 million for the same period in the prior year. The decrease in our average outstanding borrowings decreased interest expense by approximately $7.2 million, lower average interest rates decreased interest expense by approximately $5.0 million and deferred financing costs decreased $0.6 million. Provision for Income Taxes We recorded income tax expense of $286.5 million , at an effective tax rate of 37.2% in fiscal 2014 , as compared to an income tax benefit of $21.8 million , at an effective tax rate benefit of 3.1% in fiscal 2013 and compared to income tax expense of $136.9 million , at an effective tax rate of 35.2% in fiscal 2012 . The effective tax rate for fiscal 2014 was different than the statutory rate primarily due to the impact of state taxes, a tax rate differential with respect to foreign earnings, and a $9.6 million charge to income tax expense to reflect an increase in the valuation allowance related to the State of New York’s March 31, 2014 income tax law change which reduced the tax rate for qualified New York State manufacturers to zero percent effective for tax years beginning on or after January 1, 2014 and thereby rendered a previously recorded deferred tax asset, net of certain deferred tax liabilities, to no longer have any value. The effective tax rate benefit for fiscal 2013 was different than the statutory rate primarily due to the reversal of $254.1 million of tax reserves related to AFMC acquired in the Smurfit-Stone Acquisition. The benefit to deferred tax expense was recorded in the second quarter of fiscal 2013 as the IRS completed its examination of Smurfit-Stone’s 2009 tax return. We expect our effective tax rate to be approximately 34% to 36% in fiscal 2015 , excluding the impact of discrete items. For additional information on income taxes see “ Note 11. Income Taxes ” of the Notes to Consolidated Financial Statements included herein. Acquisitions On August 29, 2014, we acquired the stock of AGI In-Store, a manufacturer of permanent point-of-purchase displays and fixtures to the consumer products and retail industries that will go to market as RockTenn In-Store Solutions. The purchase price was $72.0 million , net of cash and an estimated working capital settlement. We expect to make an election under section 338(h)(10) of the Code that will increase our tax basis in the acquired assets for an as yet to be determined amount not to exceed $2.0 million. We acquired the AGI In-Store business as we believe it supports our strategy to provide a more holistic portfolio of innovative in-store marketing solutions, including “store-within-a-store” displays, and will enhance cross-selling opportunities and bolster our growing retail presence. We have included the results of AGI In-Store’s operations since the date of the acquisition in our consolidated financial statements in our Merchandising Displays segment. On May 16, 2014, we acquired certain assets and liabilities of the Tacoma Mill. The purchase price was $340.6 million including an estimated working capital settlement. We believe the Tacoma Mill, located in Tacoma, WA, is a strategic fit and the mill has improved our ability to satisfy West Coast customers and generate operating efficiencies across our containerboard system. We have included the results of the Tacoma Mill since the date of the acquisition in our consolidated financial statements in our Corrugated Packaging segment. On December 20, 2013, we acquired the stock of NPG, a specialty display company. The purchase price was $59.6 million , net of cash acquired of $1.7 million and a working capital settlement. We acquired the NPG business as we believe NPG provides a broad range of display products and services to many of the most recognized retailers and their innovative retail solutions and large-format printing capability expands our customer base and significantly improves our ability to provide retail insights, innovation and connectivity to all of our customers. We have included the results of NPG’s operations since the date of the acquisition in our consolidated financial statements in our Merchandising Displays segment. On June 22, 2012, we acquired the assets of Mid South, a specialty corrugated packaging manufacturer with operations in Cullman, AL, and Olive Branch, MS. The purchase price was $32.1 million . We acquired the Mid South business as part of our announced strategy to seek acquisitions that increase our integration levels in the corrugated markets. We have included the results of Mid South's operations since the date of acquisition in our consolidated financial statements in our Corrugated Packaging segment. 26

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On October 28, 2011, we acquired the stock of four entities doing business as GMI. We made joint elections under section 338(h)(10) of the Code, that increased our tax basis in the underlying assets acquired. The purchase price was $90.2 million , including the amount paid to the sellers related to the Code section 338(h)(10) elections. We acquired the GMI business to expand our presence in the corrugated markets. The acquisition also increased our vertical integration. We have included the results of GMI's operations since the date of acquisition in our consolidated financial statements in our Corrugated Packaging segment. We discuss these acquisitions in more detail in “ Note 5. Acquisitions ” of the Notes to Consolidated Financial Statements included herein. Results of Operations (Segment Data) Corrugated Packaging Segment (Aggregate Before Intersegment Eliminations) Net Sales (Aggregate)

Fiscal 2012 First Quarter Second Quarter Third Quarter Fourth Quarter Total Fiscal 2013 First Quarter Second Quarter Third Quarter Fourth Quarter Total Fiscal 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total

$

$

$

$

$

$

27

Segment Return Income on Sales (In millions, except percentages)

1,522.2 1,504.7 1,545.3 1,597.2 6,169.4

$

1,589.8 1,608.2 1,719.3 1,744.4 6,661.7

$

1,651.9 1,651.7 1,774.2 1,825.9 6,903.7

$

$

$

$

109.3 68.6 73.3 112.5 363.7

7.2% 4.6 4.7 7.0 5.9%

137.6 107.6 196.1 237.5 678.8

8.7% 6.7 11.4 13.6 10.2%

157.7 133.1 179.8 248.4 719.0

9.5% 8.1 10.1 13.6 10.4%

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Corrugated Packaging Segment Shipments are expressed as a tons equivalent which includes external and intersegment tons shipped from our Corrugated mills plus Corrugated Container Shipments converted from BSF to tons. The following data excludes container shipments in Asia. Corrugated Packaging Shipments First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Fiscal Year

Fiscal 2012 Corrugated Packaging Segment Shipments - thousands of tons Corrugated Containers Shipments - BSF Corrugated Containers Per Shipping Day - MMSF

1,842.3 18.8 312.8

1,826.5 18.9 295.4

1,884.5 19.2 305.5

1,964.1 19.5 308.7

7,517.4 76.4 305.5

Fiscal 2013 Corrugated Packaging Segment Shipments - thousands of tons Corrugated Containers Shipments - BSF Corrugated Containers Per Shipping Day - MMSF

1,869.6 19.0 310.7

1,860.0 18.7 302.5

1,922.2 19.5 304.9

1,921.7 19.1 302.4

7,573.5 76.3 305.1

Fiscal 2014 Corrugated Packaging Segment Shipments - thousands of tons Corrugated Containers Shipments - BSF Corrugated Containers Per Shipping Day - MMSF

1,803.8 18.4 301.5

1,809.5 18.2 288.8

1,961.8 18.8 298.2

2,074.6 18.8 294.7

7,649.7 74.2 295.8

Net Sales (Aggregate) — Corrugated Packaging Segment Net sales before intersegment eliminations for the Corrugated Packaging segment increased $242.0 million in fiscal 2014 compared to fiscal 2013 primarily due to the Tacoma Mill acquisition and higher corrugated selling prices which were partially offset by lower corrugated volumes excluding the acquisition. Net sales before intersegment eliminations for the Corrugated Packaging segment increased $492.3 million in fiscal 2013 compared to fiscal 2012 primarily due to higher corrugated selling prices and volumes. Segment Income — Corrugated Packaging Segment Segment income attributable to the Corrugated Packaging segment in fiscal 2014 increased $40.2 million to $719.0 million compared to segment income of $678.8 million in fiscal 2013 . The increase in segment income was primarily a result of higher selling prices, increased productivity improvements and synergies, spare parts income and the Tacoma Mill acquisition which were partially offset by higher commodity, freight and other costs, including the impact of severe weather in the second quarter of fiscal 2014 and lower corrugated volumes excluding the acquisition. We estimate the impact of severe weather in the segment in the second quarter of fiscal 2014, as compared to our expectations going into the second quarter, to be approximately $35 million pre-tax. Segment income in fiscal 2014 included a reduction of cost of goods sold of $32.3 million related to the recording of additional value of spare parts at our containerboard mills acquired in the Smurfit-Stone Acquisition as discussed above. On a volume adjusted basis, commodity costs increased $10.0 million, including aggregate fiber and board costs which increased $24.9 million that were partially offset by $21.7 million of lower chemical costs, energy costs increased $26.8 million and aggregate freight, shipping and warehousing costs increased $46.0 million, each as compared to the prior year period. Amortization of major maintenance outage expense increased $14.3 million, group insurance expense increased $12.0 million, depreciation and amortization expense increased $27.2 million, commissions expense increased $6.2 million and pension costs decreased $6.1 million, each as compared to the prior year period. Segment income in fiscal 2014 was reduced by $2.5 million of pre-tax acquisition inventory step-up expense associated with the Tacoma Mill acquisition. Notable items impacting segment income in fiscal 2013 were: a $11.4 million reduction in amortization expense related to a restructuring and extension of a steam supply contract; income of $12.2 million related to recording of additional value of spare parts at our containerboard mills acquired in the Smurfit-Stone Acquisition; and income of $9.2 million for the early termination of an energy supply contract, net of boiler start-up costs.

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Segment income attributable to the Corrugated Packaging segment in fiscal 2013 increased $315.1 million to $678.8 million compared to segment income of $363.7 million in fiscal 2012. The increase in segment income was primarily a result of higher selling prices, higher volumes and increased synergies. Other notable factors impacting segment income in fiscal 2013 were: a $33.0 million increase in amortization of major maintenance outage expense; a $16.2 million increase in depreciation and amortization expense due to capital investments, net of a $11.4 million reduction in amortization expense related to a restructuring and extension of a steam supply contract; a reduction of cost of goods sold of $12.2 million related to recording an additional value of spare parts at our containerboard mills acquired in the Smurfit-Stone Acquisition; income of $9.2 million for the early termination of an energy supply contract, net of boiler start-up costs; and $7.5 million of increased maintenance expense. Additionally, at our mills, chemical costs increased $21.7 million, energy costs decreased approximately $21.0 million, and aggregate fiber costs increased approximately $8.2 million, each on a volume adjusted basis. Freight expense in the segment increased $30.5 million, in part due to higher volumes. Segment income in fiscal 2012 was reduced by $6.7 million of pre-tax losses at our closed Matane, Quebec containerboard mill and $0.8 million of pre-tax acquisition inventory step-up expense. Consumer Packaging Segment (Aggregate Before Intersegment Eliminations) Net Sales (Aggregate)

Fiscal 2012 First Quarter Second Quarter Third Quarter Fourth Quarter Total

$

$

Fiscal 2013 First Quarter Second Quarter Third Quarter Fourth Quarter Total

$

$

Fiscal 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total

$

$

29

Segment Income (In millions, except percentages)

464.9 484.1 473.9 496.4 1,919.3

$

452.8 468.3 482.1 495.5 1,898.7

$

472.1 489.3 497.0 525.1 1,983.5

$

$

$

$

Return on Sales

62.0 64.5 69.7 81.0 277.2

13.3% 13.3 14.7 16.3 14.4%

54.9 50.5 59.1 66.8 231.3

12.1% 10.8 12.3 13.5 12.2%

57.6 49.3 59.6 72.3 238.8

12.2% 10.1 12.0 13.8 12.0%

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Consumer Packaging Segment Shipments are expressed as a tons equivalent which includes external and intersegment tons shipped from our Consumer mills plus Consumer Packaging Converting Shipments converted from BSF to tons. The shipment data excludes gypsum paperboard liner tons produced by Seven Hills since it is not consolidated. Consumer Packaging Shipments - tons in thousands First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Fiscal Year

Fiscal 2012 Consumer Packaging Segment Shipments - thousands of tons Consumer Packaging Converting Shipments - BSF Consumer Packaging Converting Per Shipping Day - MMSF

370.3 5.0 83.5

377.6 5.2 81.0

384.0 5.1 80.6

382.2 5.2 83.1

1,514.1 20.5 82.0

Fiscal 2013 Consumer Packaging Segment Shipments - thousands of tons Consumer Packaging Converting Shipments - BSF Consumer Packaging Converting Per Shipping Day - MMSF

368.5 4.9 81.0

380.1 5.2 83.9

396.2 5.3 82.3

403.0 5.3 84.3

1,547.8 20.7 82.9

378.1 5.0

386.0 5.3

394.3 5.2

408.7 5.5

1,567.1 21.0

82.0

83.6

83.3

86.1

83.8

Fiscal 2014 Consumer Packaging Segment Shipments - thousands of tons Consumer Packaging Converting Shipments - BSF Consumer Packaging Converting Per Shipping Day MMSF Net Sales (Aggregate) — Consumer Packaging Segment

Net sales increased 4.5% for the Consumer Packaging segment in fiscal 2014 compared to fiscal 2013 which was primarily due to higher selling prices and volumes. Segment shipments increased 1.2% compared to the prior year. Net sales decreased 1.1% for the Consumer Packaging segment in fiscal 2013 compared to fiscal 2012 primarily due to generally lower selling prices across the segment and decreased volumes due to the planned major maintenance outage at our Demopolis, AL bleached paperboard mill which was largely offset by increased recycled mill and converting volumes. Adjusted to remove the fiscal 2012 impact of the termination and settlement of a paperboard supply agreement noted below, sales would have been essentially flat. The annual maintenance outage at our Demopolis mill generally varies in size every other year. In fiscal 2013, Demopolis had a major outage while the fiscal 2012 outage was of a shorter duration. Segment shipments increased 2.2% compared to the prior year. Segment Income — Consumer Packaging Segment Segment income of the Consumer Packaging segment in fiscal 2014 increased $7.5 million , primarily due to higher selling prices and increased volume which were partially offset by higher commodity and other costs, including the impact of severe weather in the second quarter of fiscal 2014. We estimate the impact of severe weather in the second quarter of fiscal 2014 for the segment, as compared to our expectations going into the second quarter, to be approximately $8 million pretax. On a volume adjusted basis, commodity costs increased $27.2 million, including aggregate fiber and board costs which increased $25.2 million, energy costs increased $6.1 million and aggregate freight, shipping and warehousing costs increased $3.5 million, each as compared to the prior fiscal year. Group insurance expense increased $6.5 million and bad debt expense decreased $3.4 million, each as compared to the prior fiscal year. The change in segment income was also impacted by a decrease of $10.7 million in fiscal 2014, as compared to fiscal 2013, related to the partial settlement of property damage claims associated with the fiscal 2012 turbine failure at our Demopolis, AL mill and related business interruption costs. Segment income of the Consumer Packaging segment in fiscal 2013 decreased $45.9 million, primarily due to generally lower selling prices, increased virgin fiber, energy and other commodity costs that were partially offset by lower recycled fiber costs. At our mills, virgin fiber costs increased $10.0 million, energy costs increased $9.6 million and recycled fiber costs decreased approximately $16.7 million compared to the prior year. The change in segment income was also impacted by $16.1 million received in connection with the termination and settlement of a paperboard supply agreement, net of legal fees in fiscal 2012 that 30

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was partially offset by $13.8 million of increased income in fiscal 2013 as compared to fiscal 2012 related to the partial settlement of property damage claims associated with the fiscal 2012 turbine failure at our Demopolis, AL mill and related business interruption costs recorded in fiscal 2012. Merchandising Displays Segment (Aggregate Before Intersegment Eliminations) Net Sales (Aggregate)

Fiscal 2012 First Quarter Second Quarter Third Quarter Fourth Quarter Total

$

$

Fiscal 2013 First Quarter Second Quarter Third Quarter Fourth Quarter Total

$

$

Fiscal 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total

$

$

Segment Income (In millions, except percentages)

159.1 168.0 158.5 170.4 656.0

$

161.9 162.1 166.4 184.2 674.6

$

184.6 213.0 225.1 229.2 851.9

$

$

$

$

Return on Sales

18.3 20.0 14.1 17.9 70.3

11.5% 11.9 8.9 10.5 10.7%

11.8 12.7 17.2 22.7 64.4

7.3% 7.8 10.3 12.3 9.5%

19.3 17.0 21.4 14.9 72.6

10.5% 8.0 9.5 6.5 8.5%

Net Sales (Aggregate) — Merchandising Displays Segment Our Merchandising Displays segment net sales increased 26.3% in fiscal 2014 compared to fiscal 2013 primarily due to higher volumes driven by customer promotional activity and net sales from the NPG and AGI In-Store acquisitions. Approximately two-thirds of the increase in net sales was organic sales growth. Our Merchandising Displays segment net sales increased $18.6 million in fiscal 2013 compared to fiscal 2012 primarily due to higher volumes. Segment Income — Merchandising Displays Segment Segment income attributable to the Merchandising Displays segment increased $8.2 million in fiscal 2014 compared to fiscal 2013 primarily due to higher volumes, including the NPG and AGI In-Store acquisitions, which were partially offset by higher commodity and other costs including higher costs associated with supporting and onboarding new business, increased commissions expense and increased aggregate freight, shipping and warehousing costs. Segment income attributable to the Merchandising Displays segment decreased $5.9 million in fiscal 2013 compared to fiscal 2012 primarily due to higher containerboard prices used in promotional displays which were partially offset by the impact of higher volumes.

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Recycling Segment (Aggregate Before Intersegment Eliminations) Net Sales (Aggregate)

Fiscal 2012 First Quarter Second Quarter Third Quarter Fourth Quarter

$

$

Total Fiscal 2013 First Quarter Second Quarter Third Quarter Fourth Quarter Total

$

$

Fiscal 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total

$

$

Segment Income (In millions, except percentages)

171.0 172.3 170.0 137.2 650.5

$

126.8 130.7 123.6 113.0 494.1

$

99.6 90.1 85.4 88.1 363.2

$

Return on Sales

3.5 4.2 2.2 (2.8) 7.1

2.0 % 2.4 1.3 (2.0) 1.1 %

4.3 3.5 2.0 4.6 14.4

3.4 % 2.7 1.6 4.1 2.9 %

$

0.1 2.8 2.1 4.0 9.0

0.1 % 3.1 2.5 4.5 2.5 %

Second Quarter

Third Quarter

$

$

Fiber Reclaimed and Brokered First Quarter

(Shipments in thousands of tons) Fiscal 2012 Fiscal 2013 Fiscal 2014

2,064.5 1,945.0 1,562.5

1,996.9 1,802.5 1,564.0

2,039.7 1,819.2 1,573.6

Fourth Quarter

1,982.8 1,826.6 1,609.0

Fiscal Year

8,083.9 7,393.3 6,309.1

Net Sales (Aggregate) — Recycling Segment Our Recycling segment net sales decreased $130.9 million in fiscal 2014 compared to fiscal 2013 primarily due to lower volumes and recovered fiber prices as a result of soft global markets for recovered fiber, including exports to China, and collection facility closures. Our Recycling segment net sales decreased $156.4 million in fiscal 2013 compared to fiscal 2012 primarily due to lower selling prices and lower volumes due in part to the reduced number of operating facilities and our exiting from low margin business. Segment Income — Recycling Segment Segment income attributable to the Recycling segment decreased $5.4 million in fiscal 2014 compared to fiscal 2013 primarily due to lower volumes which were partially offset by cost structure improvements as we continue to right size our recycling business by optimizing the plant footprint and administrative functions. Segment income attributable to the Recycling segment increased $7.3 million in fiscal 2013 compared to fiscal 2012 primarily due to operational execution and cost structure improvements, including facility closures.

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Liquidity and Capital Resources We fund our working capital requirements, capital expenditures, acquisitions, restructuring activities, dividends and stock repurchases from net cash provided by operating activities, borrowings under our credit facilities, proceeds from our A/R Sales Agreement, proceeds from the sale of property, plant and equipment removed from service and proceeds received in connection with the issuance of debt and equity securities. Our primary credit facilities are our Credit Facility and our Receivables Facility. Cash and cash equivalents were $32.6 million at September 30, 2014 and $36.4 million at September 30, 2013 . At September 30, 2014 total debt was $2,984.7 million , $132.6 million of which was current. At September 30, 2013 , total debt was $2,844.8 million . The principal components of our debt consist of a revolving credit facility, a term loan facility, a receivables-backed financing facility and various senior notes. A portion of the debt classified as long-term may be paid down earlier than scheduled at our discretion without penalty. Aggregate liquidity under our Receivables Facility and Credit Facility exceeded $1.5 billion at September 30, 2014 . Certain restrictive covenants govern our maximum availability under the Credit Facility and Receivables Facility. We test and report our compliance with these covenants as required and we are in compliance with all of our covenants at September 30, 2014 . Credit Facility On September 27, 2012 we entered into the Credit Facility to amend and extend the then existing facility. The Credit Facility, which is unsecured, has an original maximum principal amount of approximately $2.7 billion before scheduled payments and includes a $1.475 billion , 5 -year revolving credit facility and a $1.223 billion , 5 -year term loan facility. The facility matures on September 27, 2017. In December 2012, we prepaid our term loan facility through December 2014 with borrowings under our Receivables Facility, our revolving credit facility and available cash. At September 30, 2014 , we had $41.4 million of outstanding letters of credit not drawn upon. Available borrowings under the revolving credit portion of the Credit Facility exceeded $1.3 billion . Receivables-Backed Financing Facility On September 15, 2014, we amended our Receivables Facility and extended the maturity date from December 18, 2015 to October 24, 2017, and continued the size of the facility at $700.0 million . The amendment reduced the credit spread for the used portion of the facility from 0.75% to 0.70% and made minor amendments to the process of calculating the Borrowing Base (as defined in the Receivables Facility). Borrowing availability under this facility is based on the eligible underlying accounts receivable and certain covenants. The Receivables Facility includes certain restrictions on what constitutes eligible receivables under the facility and continues to allow for the exclusion of eligible receivables of specific obligors each calendar year subject to the following restrictions from the earlier August 30, 2013 amendment: (i) the aggregate of excluded receivables may not exceed 7.5% of eligible receivables under the Receivables Facility, and (ii) the excluded receivables of each obligor may not exceed 2.5% of the aggregate outstanding balance. At September 30, 2014 , we had $460.0 million of our $647.7 million maximum available borrowings outstanding under the Receivables Facility. The carrying amount of accounts receivable collateralizing the maximum available borrowings at September 30, 2014 was approximately $846.0 million . We have continuing involvement with the underlying receivables as we provide credit and collections services pursuant to the securitization agreement. Senior Notes At September 30, 2014 , we had the following face value unsecured senior notes outstanding: $350 million of 4.45% senior notes due March 2019, $350 million of 3.50% senior notes due March 2020, $400 million of 4.90% senior notes due March 2022 and $350 million of 4.00% senior notes due March 2023. On March 15, 2013, we repaid our 5.625% notes due March 2013 upon maturity utilizing cash flow from operations and borrowings under our Receivables Facility. See “ Note 8. Debt ” of the Notes to Condensed Consolidated Financial Statements included herein for additional information on our outstanding debt. Accounts Receivable Sales Agreement During the first quarter of fiscal 2014, we entered into an agreement (the “ A/R Sales Agreement ”) to sell to a third party financial institution all of the short term receivables generated from certain customer trade accounts, on a revolving basis, until the agreement is terminated by either party. Transfers under this agreement meet the requirements to be accounted for as sales in accordance with the “Transfers and Servicing” guidance in ASC 860. Cash proceeds related to the sales are included in cash from operating activities in the consolidated statement of cash flows in the accounts receivable line item. The loss on sale is not material as it is currently less than 1% per annum of the receivables sold, and is included in interest income and other income (expense), 33

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net. For additional information see “ Note 9. Fair Value — Accounts Receivable Sales Agreement ” of the Notes to Condensed Consolidated Financial Statements included herein. Loss on Extinguishment of Debt During fiscal 2013 and 2012 loss on extinguishment of debt was $0.3 million and $25.9 million , respectively, for the expenses recorded in connection with various financing transactions. For additional information regarding these transactions see Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations (Consolidated) — Loss on Extinguishment of Debt . ” Cash Flow Activity

Year Ended September 30, 2014

2013

2012

(In millions)

Net cash provided by operating activities Net cash used for investing activities Net cash used for by financing activities

$ $ $

1,151.8 $ (967.4) $ (188.1) $

1,032.5 $ (403.6) $ (629.2) $

656.7 (544.2) (118.6)

Net cash provided by operating activities during fiscal 2014 increased primarily due to proceeds from the net sale of $136.6 million of accounts receivables in connection with the A/R Sales Agreement, the impact of increased aggregate net income, deferred taxes and depreciation and amortization, which were partially offset by a greater use of working capital excluding the previously mentioned sale of accounts receivables in the current year period. Net cash provided by operating activities during fiscal 2013 increased primarily due to increased aggregate net income, deferred taxes and depreciation and amortization, and decreased pension funding requirements, partially offset by a greater use of working capital in fiscal 2013 as compared to fiscal 2012. Net cash provided by operating activities in fiscal 2013 and fiscal 2012 was net of $167.1 million and $305.4 million, respectively, of pension and other postretirement funding more than expense. Fiscal 2012 also included a $12.8 million benefit payment to a former Smurfit-Stone executive and an aggregate $15.9 million use of working capital. Net cash used for investing activities in fiscal 2014 consisted primarily of $534.2 million of capital expenditures and $474.4 million for the Tacoma Mill, NPG and AGI In-Store acquisitions that were partially offset by proceeds from the sale of various assets, the return of capital from unconsolidated entities and insurance proceeds. Net cash used for investing activities in fiscal 2013 consisted primarily of $440.4 million of capital expenditures and $6.3 million for the purchase of a corrugated sheet plant that were partially offset by $26.8 million of proceeds from the sale of property, plant and equipment related primarily to previously closed facilities and $15.4 million of insurance proceeds for a partial settlement related to the fiscal 2012 turbine failure at our Demopolis, AL bleached paperboard mill. The proceeds have been used to replace the turbine with a newer model. Net cash used for investing activities in fiscal 2012 consisted primarily of $452.4 million of capital expenditures, $17.0 million for the purchase of a leased energy co-generation facility at one of our mills and $125.6 million of cash paid primarily for the GMI and Mid South acquisitions, which was partially offset by $40.5 million of proceeds from the sale of property, plant and equipment which primarily consisted of corrugated converting facilities we previously closed and $10.2 million of insurance proceeds from the aforementioned Demopolis, AL mill turbine. In fiscal 2014 , net cash used for financing activities consisted primarily of $236.3 million used for stock repurchases and $101.1 million of cash dividends paid to shareholders partially offset by the net additions to debt aggregating $150.4 million . Net cash used for financing activities in fiscal 2013 consisted primarily of the net repayment of debt aggregating $557.6 million and $75.3 million of cash dividends paid to shareholders. In fiscal 2012, net cash used for financing activities consisted primarily of the net repayment of debt aggregating $46.5 million, $56.5 million of cash dividends paid to shareholders and $30.2 million of debt issuance and extinguishment costs. Our capital expenditures aggregated $534.2 million in fiscal 2014 compared to $440.4 million in fiscal 2013 . The increase over fiscal 2013 levels included a new wood yard and chip delivery system at our Florence, SC containerboard mill and our initial investment on a project to build a new fluidized bed biomass boiler at our Demopolis, AL bleached paperboard mill that will replace two 1950s power boilers and address the Boiler MACT requirements at the mill. The project has been expanded to add a gas package boiler to provide steam and non-condensable gas incineration backup capability for the mill. The fluidized bed biomass boiler project is expected to start-up in fiscal 2016. In addition, fiscal 2014 capital expenditures included the cost of the final phase of the Hopewell, VA modernization project we completed in May 2014 which installed a shoe press, new paper machine drives and a dryer section. The project provides the opportunity to increase our linerboard capacity to approximately 527,000 34

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tons per year, or produce the pre-outage amount of linerboard with reduced energy costs. We successfully met our project goals and our customers have provided feedback that sheet quality is excellent. We installed seven EVOL flexo folder gluers in fiscal 2014 and began investment on another ten EVOLs to be installed in fiscal 2015 as we continue to modernize our box plant system. The increased capital investment was also due to our initial Boiler MACT expenditures that will be part of our total multi-year estimated Boiler MACT capital investment of approximately $55 million at our containerboard mills. We expect fiscal 2015 capital expenditures to be approximately $500 to $550 million. We believe we have significant opportunity to improve our performance via capital investment in our box plant system, the most prominent investments being in the converting equipment in our box plants including the modernization of our box plant system by installing a total of thirty EVOLs. We have also identified more opportunities in our mill system to improve the productivity and cost structure, including projects such as converting to a carbonate caustic pulping process at our Stevenson, AL containerboard mill which is expected to improve yield and reduce cost. We expect our annual capital investment to continue in a similar range for the next three years. Our capital expenditure estimates exclude approximately $34 million of accrued liabilities associated with a dispute with vendors related to a fiscal 2012 major capital investment at one of our containerboard mills, which would increase capital expenditures to the extent paid. It is possible that our capital expenditure assumptions may change, project completion dates may change, or we may decide to spend a different amount depending upon opportunities we identify or to comply with environmental regulation changes such as those promulgated by the EPA. Our Boiler MACT projections are subject to change due to items such as the finalization of ongoing engineering work, EPA determinations on Boiler MACT implementation issues and the outcomes of pending legal challenges to the rules. We were obligated to purchase approximately $109.7 million of fixed assets at September 30, 2014 for various capital projects. At September 30, 2014 , the U.S. federal, state and foreign net operating losses, CBPC, Alternative Minimum Tax credits and other U.S. federal and state tax credits available to us aggregated approximately $291 million in future potential reductions of U.S. federal, state and foreign cash taxes. We utilized nearly all of our U.S. federal net operating losses in fiscal 2014 and based on our current projections, we expect to utilize the remaining CBPC, Alternative Minimum Tax and other U.S. federal credits and foreign net operating losses primarily over the next two years. We expect to receive increased tax benefits from a greater domestic manufacturer’s deduction which has been limited in recent years by federal taxable income after the use of federal net operating losses. State net operating losses and credits will be used over a longer period of time. Therefore, we expect our cash tax payments to be materially less than our income tax expense in fiscal 2015, significantly lower in fiscal 2016 and similar in fiscal 2017. However, it is possible that our utilization of these net operating losses and credits may change due to changes in taxable income, tax laws or tax rates, capital expenditures or other factors. During fiscal 2014 and fiscal 2013 , we made contributions of $224.7 million and $188.9 million , respectively, to our pension and supplemental retirement plans. The underfunded status of our plans at September 30, 2014 was approximately $1.1 billion . We currently expect to contribute approximately $160 million to our qualified defined benefit plans in fiscal 2015 . We have made contributions and expect to continue to make contributions in the coming years to our pension plans in order to ensure that our funding levels remain adequate in light of projected liabilities and to meet the requirements of the Pension Act and other regulations. Based on current assumptions, including future interest rates, we currently estimate that minimum pension contributions will be in the range of approximately $89 million to $161 million annually in fiscal 2016 through 2018 and approximately $62 million in fiscal 2019. We do not expect our offers to settle obligations of certain of our defined benefit pension plans through lump sum payments to certain eligible former employees who are not currently receiving a monthly benefit to require us to make additional pension plan contributions. See “ Note 12. Retirement Plans ” of the Notes to Condensed Consolidated Financial Statements included herein. Our estimates are based on current factors, such as discount rates and expected return on plan assets. Future contributions are subject to changes in our underfunded status based on factors such as investment performance, discount rates, return on plan assets, changes in mortality or other assumptions and changes in legislation. It is possible that our assumptions may change, actual market performance may vary or we may decide to contribute different amounts. There can be no assurance that such changes, including potential turmoil in financial and capital markets, will not be material to our results of operations, financial condition or cash flows. In October 2014, our board of directors approved our November 2014 quarterly dividend of $0.1875 per share, indicating a current annualized dividend of $0.75 per share and a 7% increase over the $0.175 per share quarterly dividend paid in each quarter of fiscal 2014. In October 2013, our board of directors approved our November 2013 quarterly dividend of $0.175 per share, indicating a current annualized dividend of $0.70 per share and a 17% increase over the $0.15 per share quarterly dividend paid in May 2013 and August 2013. The $0.15 per share we paid in May 2013 and August 2013 was a 33% increase over the $0.1125 per share accelerated February 2013 quarterly dividend paid in December 2012 and the $0.1125 per share quarterly dividend paid in November 2012. During fiscal 2014, we paid aggregate dividends on our Common Stock of $0.70 per share and during fiscal 2013 we paid aggregate dividends of $0.525 per share.

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Our board of directors has approved a stock repurchase plan that allows for the repurchase of shares of Common Stock over an indefinite period of time at the discretion of our management. Our stock repurchase plan does not allow for shares available for repurchase to be split adjusted. Our stock repurchase plan, as amended in November 2013 and September 2014 following our stock split, allows for the repurchase of a total of 16.9 million shares of Common Stock, an increase from the 6.0 million previously authorized at September 30, 2013. In fiscal 2014, we repurchased approximately 4.0 million shares (or approximately 4.7 million shares split adjusted) for an aggregate cost of $236.3 million . In fiscal 2013 and 2012, we did not repurchase any shares of Common Stock. As of September 30, 2014 , we had approximately 8.7 million shares of Common Stock available for repurchase. We anticipate that we will be able to fund our capital expenditures, interest payments, dividends and stock repurchases, pension payments, working capital needs, note repurchases, restructuring activities, repayments of current portion of long-term debt and other corporate actions for the foreseeable future from cash generated from operations, borrowings under our Credit Facility and Receivables Facility, proceeds from our A/R Sales Agreement, proceeds from the issuance of debt or equity securities or other additional long-term debt financing, including new or amended facilities. In addition, we continually review our capital structure and conditions in the private and public debt markets in order to optimize our mix of indebtedness. In connection therewith, we may seek to refinance existing indebtedness to extend maturities, reduce borrowing costs or otherwise improve the terms and composition of our indebtedness. Contractual Obligations We summarize our enforceable and legally binding contractual obligations at September 30, 2014 , and the effect these obligations are expected to have on our liquidity and cash flow in future periods in the following table. Certain amounts in this table are based on management’s estimates and assumptions about these obligations, including their duration, the possibility of renewal, anticipated actions by third parties and other factors including estimated minimum pension contributions and estimated benefit payments related to postretirement obligations, supplemental retirement plans and deferred compensation plans. Because these estimates and assumptions are subjective, the enforceable and legally binding obligations we actually pay in future periods may vary from those we have summarized in the table.

Payments Due by Period Total

Fiscal 2016 and 2017

Fiscal 2015

Fiscal 2018 and 2019

Thereafter

(In millions)

Long-Term Debt, including current portion (a) Operating lease obligations (b) Purchase obligations and other (c) (d) (e)

$

Total

$

2,990.6 248.2 1,552.7 4,791.5

$

132.6 58.3 588.2 779.1

$

$

$

976.4 84.5 395.2 1,456.1

$

$

775.0 50.8 197.3 1,023.1

$

$

1,106.6 54.6 372.0 1,533.2

(a)

The long-term debt line item above includes only principal payments owed on our note agreements, Receivables Facility, Credit Facility and other debt assuming that all of our long-term debt will be held to maturity unless it is reflected in the current portion of debt. Unamortized discounts of $5.9 million are excluded from the table to arrive at actual debt obligations. For information on the interest rates applicable to our various debt instruments, see “Note 8. Debt” of the Notes to Consolidated Financial Statements included herein.

(b)

For more information, see “Note 10. Leases” of the Notes to Consolidated Financial Statements included herein.

(c)

Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provision; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty.

(d)

We have included in the table future estimated minimum pension contributions and estimated benefit payments related to postretirement obligations, supplemental retirement plans and deferred compensation plans. Our estimates are based on current factors, such as discount rates and expected return on plan assets. Future contributions are subject to changes in our underfunded status based on factors such as investment performance, discount rates, return on plan assets and changes in legislation. It is possible that our assumptions may change, actual market performance may vary or we may decide to contribute different amounts. 36

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(e)

We have not included in the table above the following items: •

Seven Hills commenced operations on March 29, 2001. Our partner has the option to require us to purchase its interest in Seven Hills, at a formula price, effective on the anniversary of the commencement date by providing us notice two years prior to any such anniversary. No notification has been received to date; therefore, the earliest date on which we could be required to purchase our partner's interest is March 29, 2017. We currently project this contingent obligation to purchase our partner's interest (based on the formula) to be approximately $8 million , which would result in a purchase price of approximately 47% of our partner's share of the net equity reflected on Seven Hills' September 30, 2014 balance sheet.

•

An item labeled “other long-term liabilities” reflected on our consolidated balance sheet because these other long-term liabilities do not have a definite pay-out scheme.

•

We have excluded from the line item “Purchase obligations and other” $36.5 million for certain provisions of ASC 740 “ Income Taxes ” associated with liabilities for uncertain tax positions due to the uncertainty as to the amount and timing of payment, if any.

In addition to the enforceable and legally binding obligations quantified in the table above, we have other obligations for goods and services and raw materials entered into in the normal course of business. These contracts, however, are subject to change based on our business decisions. Expenditures for Environmental Compliance For a discussion of our expenditures for environmental compliance, see Item 1. “Business — Governmental Regulation — Environmental Regulation.” Off-Balance Sheet Arrangement In connection with the Smurfit-Stone Acquisition we acquired an off-balance sheet arrangement for an interest in various installment notes that originated from Smurfit-Stone's sale of owned and leased timberland for cash and installment notes. Smurfit-Stone sold timberland in Florida, Georgia and Alabama in October 1999. The final purchase price, after adjustments, was $710 million . Smurfit-Stone received $225 million in cash, with the balance of $485 million in the form of installment notes. Smurfit-Stone entered into a program to monetize the installment notes receivable. The notes were sold without recourse to TNH, a wholly-owned non-consolidated variable interest entity under the provisions of ASC 860 “ Transfers and Servicing ”, for $430 million cash proceeds and a residual interest in the notes. The transaction was accounted for as a sale under ASC 860. The residual interest in the notes was repaid during fiscal 2014 and TNH was subsequently dissolved. Non-GAAP Measures We have included in the discussion under the caption “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” above financial measures that were not prepared in accordance with GAAP. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Below, we define the non-GAAP financial measures, discuss the reasons that we believe this information is useful to management and may be useful to investors, and provide reconciliations of the non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP. These measures may differ from similarly captioned measures of other companies. The following non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such. We have defined the non-GAAP financial measure “Net Debt” to include the aggregate debt obligations reflected in our consolidated balance sheet, less the hedge adjustments resulting from fair value interest rate derivatives or swaps, if any, and less the balance sheet line item Cash and cash equivalents. Our management uses Net Debt, along with other factors, to evaluate our financial condition. We believe that Net Debt is an appropriate supplemental measure of financial condition and may be useful to investors because it provides a more complete understanding of our financial condition before the impact of our decisions regarding the appropriate use of cash and liquid investments. We have also defined the non-GAAP financial measure “Cash Generated for Net Debt (Increase) Repayment, Dividends, Acquisitions/Investments, Stock Repurchases, Pension Lump Sum Settlement Expense and Pension Funding in Excess of Expense” to be the sum of the non-GAAP measure Net Debt (Increase) Repayment, and the following GAAP cash flow statement and income statement line items: Cash dividends paid to shareholders, Cash paid for the purchase of business, net of cash acquired plus 37

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Investment in unconsolidated entities, Purchases of common stock, Pension lump sum settlement expense and Pension and other postretirement funding more than expense. Our management uses Cash Generated for Net Debt (Increase) Repayment, Dividends, Acquisitions/Investments, Stock Repurchases, Pension Lump Sum Settlement Expense and Pension Funding in Excess of Expense, along with other factors, to evaluate our performance. Net Debt (Increase) Repayment is the difference between Net Debt at two points in time. We believe that this measure is an appropriate supplemental measure of financial performance and may be useful to investors because it provides a measure of cash generated for the benefit of shareholders. We also use the non-GAAP financial measures “Adjusted Net Income” and “Adjusted Earnings Per Diluted Share”. Management believes these non-GAAP financial measures provide our board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance because it excludes restructuring and other costs, net, and other specific items that management believes are not indicative of the ongoing operating results of the business. The Company and our board of directors use this information to evaluate our performance relative to other periods. We believe that the most directly comparable GAAP measures to Adjusted Net Income and Adjusted Earnings Per Diluted Share are Net income attributable to Rock-Tenn Company shareholders and Earnings per diluted share, respectively. Reconciliations of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Measures Set forth below is a reconciliation of Net Debt to the most directly comparable GAAP measures, Current Portion of Debt and Long-Term Debt Due After One Year for various periods (in millions):

Less: Cash and Cash Equivalents Net Debt

$

Sep 30, 2014 132.6 2,852.1 2,984.7 — 2,984.7 (32.6) 2,952.1

Net Debt (Increase) Repayment

$

(143.7)

Current Portion of Debt Long-Term Debt Due After One Year Total Debt Less: Hedge Adjustments Resulting From Fair Value Interest Rate Derivatives or Swaps

$

$

Sep 30, 2013 2.9 2,841.9 2,844.8 — 2,844.8 (36.4) 2,808.4

$

566.8

$

$

$

Sep 30, 2012 261.3 3,151.2 3,412.5 (0.1) 3,412.4 (37.2) 3,375.2

Net Debt (Increase) Repayment in fiscal 2014 was impacted by the Tacoma Mill, NPG and AGI In-Store acquisitions as well as stock repurchases. See “ Note 5. Acquisitions ” of the Notes to Condensed Consolidated Financial Statements section included herein for additional information. Set forth below is a calculation of Cash Generated for Net Debt (Increase) Repayment, Dividends, Acquisitions/Investments, Stock Repurchases, Pension Lump Sum Settlement Expense and Pension Funding in Excess of Expense for fiscal 2014 and 2013 using the various non-GAAP and GAAP measures referenced above (in millions): September 30, 2014

Net debt (increase) repayment Cash dividends paid to shareholders Cash paid for the purchase of businesses, net of cash acquired plus Investment in unconsolidated entity Purchases of common stock Pension lump sum settlement expense Pension and postretirement funding more than expense Cash Generated for Net Debt (Increase) Repayment, Dividends, Acquisition / Investments, Stock Repurchases, Pension Lump Sum Settlement Expense and Pension Funding in Excess of Expense 38

$

September 30, 2013

(143.7) $ 101.1 474.4 236.3 47.9 175.0

$

891.0

566.8 75.3 6.4 — — 167.1

$

815.6

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Set forth below is a reconciliation of Adjusted Net Income to Net income attributable to Rock-Tenn Company shareholders (in millions, net of tax): Years Ended September 30, 2014

Net income attributable to Rock-Tenn Company shareholders

479.7

$

— 37.6 29.9 2.0 — 549.2

Alternative fuel mixture tax credit tax reserve adjustment Restructuring and other costs and operating losses and transition costs due to plant closures Pension lump sum settlement expense Acquisition inventory step-up Loss on extinguishment of debt Adjusted Net Income

2013

$

2012

$

727.3

$

(252.9) 59.1 — — 0.2 533.7

$

249.1

$

— 57.8 — 0.5 16.3 323.7

Critical Accounting Policies and Estimates We have prepared our accompanying consolidated financial statements in conformity with GAAP, which requires management to make estimates that affect the amounts of revenues, expenses, assets and liabilities reported. The following are critical accounting matters that are both important to the portrayal of our financial condition and results and that require some of management’s most subjective and complex judgments. The accounting for these matters involves the making of estimates based on current facts, circumstances and assumptions that, in management’s judgment, could change in a manner that would materially affect management’s future estimates with respect to such matters and, accordingly, could cause our future reported financial condition and results to differ materially from those that we are currently reporting based on management’s current estimates. For additional information, see “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included herein. See also Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.” Accounts Receivable and Allowances We have an allowance for doubtful accounts, credits, returns and allowances, and cash discounts that serve to reduce the value of our gross accounts receivable to the amount we estimate we will ultimately collect. The allowances contain uncertainties because the calculation requires management to make assumptions and apply judgment regarding the customer’s credit worthiness and the credits, returns and allowances and cash discounts that may be taken by our customers. We perform ongoing evaluations of our customers’ financial condition and adjust credit limits based upon payment history and the customer’s current credit worthiness, as determined by our review of their current financial information. We continuously monitor collections from our customers and maintain a provision for estimated credit losses based upon our customers’ financial condition, our collection experience and any other relevant customer specific information. Our assessment of this and other information forms the basis of our allowances. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to estimate the allowances. However, while these credit losses have historically been within our expectations and the provisions we established, it is possible that our credit loss rates could be higher or lower in the future depending on changes in business conditions and changes in our customers’ credit worthiness. At September 30, 2014 , our accounts receivable, net of allowances of $ 25.1 million , was $1,118.7 million ; a 1% additional loss on accounts receivable would be $11.2 million and a 5% change in our allowance assumptions would change our allowance by approximately $1.3 million. Goodwill and Long-Lived Assets We review the recorded value of our goodwill annually during the fourth quarter of each fiscal year, or sooner if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles — Goodwill and Other.” We test goodwill for impairment at the reporting unit level, which is an operating segment or one level below an operating segment, referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. However, two or more components of an operating segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit.

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We determine recoverability by comparing the estimated fair value of the reporting unit to which the goodwill applies to the carrying value, including goodwill, of that reporting unit using a discounted cash flow model. Estimating the fair value of the reporting unit involves uncertainties, because it requires management to develop numerous assumptions, including assumptions about the future growth and potential volatility in revenues and costs, capital expenditures, industry economic factors and future business strategy. The variability of the factors that management uses to perform the goodwill impairment test depends on a number of conditions, including uncertainty about future events and cash flows, including anticipated changes in revenues and costs and synergies and productivity improvements resulting from the acquisitions, capital expenditures and continuous improvement projects. All such factors are interdependent and, therefore, do not change in isolation. Accordingly, our accounting estimates may materially change from period to period due to changing market factors. If we had used other assumptions and estimates or if different conditions occur in future periods, future operating results could be materially impacted. However, as of our most recent review during the fourth quarter of fiscal 2014 , if forecasted net operating profit before tax was decreased by 10%, the estimated fair value of each of our reporting units would have continued to exceed their respective carrying values. Also, based on the same information, if we had concluded that it was appropriate to increase by 100 basis points the discount rate we used to estimate the fair value of each reporting unit, the fair value for each of our reporting units would have continued to exceed its carrying value. Therefore, based on current estimates we do not believe there is a reasonable likelihood that there will be a change in future assumptions or estimates which would put any of our reporting units at risk of failing the step one goodwill impairment test. No events have occurred since the latest annual goodwill impairment assessment that would necessitate an interim goodwill impairment assessment. We follow the provisions included in ASC 360, “Property, Plant and Equipment,” in determining whether the carrying value of any of our long-lived assets is impaired. Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist and that assets associated with a particular operation are impaired. Evaluating the impairment also requires us to estimate future operating results and cash flows, which also require judgment by management. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations. Included in our long-lived assets are certain intangible assets. These intangible assets are amortized based on the approximate pattern in which the economic benefits are consumed or straight-line if the pattern was not reliably determinable. Estimated useful lives range from 2 to 40 years and have a weighted average life of approximately 12.3 years. We identify the weighted average lives of our intangible assets by category in “Note 7. Other Intangible Assets” of the Notes to Consolidated Financial Statements included herein. We have not made any material changes to our impairment loss assessment methodology during the past three fiscal years. We do not believe there is a reasonable likelihood that there will be a material change in future assumptions or estimates we use to calculate impairment losses. However, if actual results are not consistent with our assumptions and estimates, we may be exposed to impairment losses that could be material. Restructuring We have restructured portions of our operations from time to time, have current restructuring initiatives taking place, and it is possible that we may engage in additional restructuring activities in the future. Identifying and calculating the cost to exit these operations requires certain assumptions to be made, the most significant of which are anticipated future liabilities, including leases and other contractual obligations, and the adjustment of property, plant and equipment to net realizable value. We believe our estimates are reasonable, considering our knowledge of the industries we operate in, previous experience in exiting activities and valuations we may obtain from independent third parties. Although our estimates have been reasonably accurate in the past, significant judgment is required, and these estimates and assumptions may change as additional information becomes available and facts or circumstances change. Business Combinations From time to time, we may enter into business combinations. In accordance with ASC 805, “ Business Combinations, ” we generally recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree at their fair values as of the date of acquisition. We measure goodwill as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method of accounting requires us to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities related to uncertain tax positions, contingent consideration and contingencies. This method also requires us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts 40

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recognized as of that date. If we are required to retroactively adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on our financial condition and results of operations. Significant estimates and assumptions in estimating the fair value of acquired technology, customer relationships, and other identifiable intangible assets include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset could be impaired. Fair Value of Financial Instruments and Nonfinancial Assets and Liabilities We define fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts receivables, certain other current assets, short-term debt, accounts payable, certain other current liabilities and long-term debt. With the exception of long-term debt, the carrying amounts of these financial instruments approximate their fair values due to their short maturities. The fair values of our long-term debt are estimated using quoted market prices or are based on the discounted value of future cash flows. We have, or from time to time may have, financial instruments including Supplemental Plans that are nonqualified deferred compensation plans pursuant to which assets are invested primarily in mutual funds, interest rate derivatives, commodity derivatives or other similar class of assets or liabilities. Other than the fair value of our long-term debt and our pension and postretirement assets and liabilities disclosed in “Note 9. Fair Value” and “Note 12. Retirement Plans” of the Notes to Consolidated Financial Statements included herein, the fair value of these items is not significant. We measure certain nonfinancial assets and nonfinancial liabilities at fair value on a nonrecurring basis. These assets and liabilities include cost and equity method investments when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange, and property, plant and equipment and goodwill and other intangible assets that are written down to fair value when they are held for sale or determined to be impaired. Given the nature of nonfinancial assets and liabilities, evaluating their fair value from the perspective of a market participant is inherently complex. Assumptions and estimates about future values can be affected by a variety of internal and external factors. Changes in these factors may require us to revise our estimates and could result in future impairment charges for goodwill and acquired intangible assets, or retroactively adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with business combinations. These adjustments could have a material impact on our financial condition and results of operations. We discuss fair values in more detail in “Note 9. Fair Value” of the Notes to Consolidated Financial Statements included herein. Accounting for Income Taxes Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits, reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in both the U.S. and foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amount in the financial statements, which will result in deductible amounts in the future. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent operations. In projecting future taxable income, we incorporate assumptions about the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss). We recognize interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of income. A 1% increase in our effective tax rate would increase tax expense by approximately $7.7 million for fiscal 2014 . A 41

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1% increase in our effective tax rate used to compute deferred tax liabilities and assets, as recorded on the September 30, 2014 consolidated balance sheet, would increase tax expense by approximately $33.5 million for fiscal 2014 . Pension and Other Postretirement Benefits Certain of our employees in the U.S. and Canada are currently accruing pension benefits. In addition, under several labor contracts, we make payments based on hours worked into MEPP trusts established for the benefit of certain collective bargaining employees in facilities both inside and outside the U.S. We also have a SERP and other unfunded defined benefit plans that provide unfunded supplemental retirement benefits to certain of our executives. The determination of our obligation and expense for these plans is dependent on our selection of certain assumptions used by actuaries in calculating such amounts. We describe these assumptions in “ Note 12. Retirement Plans ” of the Notes to Consolidated Financial Statements included herein, which include, among others, the discount rate, mortality rates, expected long-term rate of return on plan assets and expected rates of increase in compensation levels. Although there is authoritative guidance on how to select most of these assumptions, management must exercise judgment when selecting these assumptions. We evaluate these assumptions with our actuarial advisors on an annual basis, and we believe they are within accepted industry ranges, although an increase or decrease in the assumptions or economic events outside our control could have a direct impact on recorded obligations and reported net earnings. Our pension underfunded status increased $90.4 million in fiscal 2014, which is primarily attributable to a lower discount rate applied to the pension obligations as well as changes in mortality assumptions. Our U.S. pension plan obligations were impacted primarily by a 65 basis point decrease in the discount rate compared to the prior measurement date and our Canadian pension plan obligations were impacted by a 56 basis point decrease in the discount rate compared to the prior measurement date. A 25 basis point change in the discount rate, compensation level, expected long-term rate of return on plan assets or medical cost trend, factoring in our corridor as appropriate, would have had the following effect on fiscal 2014 pension expense (amounts in the table in parentheses reflect additional income, in millions):

Pension Plans 25 Basis Point Increase

Discount rate Compensation level Expected long-term rate of return on plan assets Medical cost trend

$

0.2 0.4 (8.6) N/A

Postretirement Plans

25 Basis Point Decrease

$

1.0 (0.4) 8.6 N/A

25 Basis Point Increase

$

(0.1) N/A N/A 0.2

25 Basis Point Decrease

$

0.1 N/A N/A (0.2)

New Accounting Standards See “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included herein for a full description of recent accounting pronouncements including the respective expected dates of adoption and expected effects on results of operations and financial condition. Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in, including but not limited to, interest rates and commodity prices. Our objective is to identify and understand these risks and then implement strategies to manage them. When evaluating these strategies, we evaluate the fundamentals of each market, our sensitivity to movements in pricing, and underlying accounting and business implications. To implement these strategies, we periodically enter into various hedging transactions. The sensitivity analyses we present below do not consider the effect of possible adverse changes in the general economy, nor do they consider additional actions we may take to mitigate our exposure to such changes. There can be no assurance that we will manage or continue to manage any risks in the future or that our efforts will be successful. Containerboard and Paperboard Shipments We are exposed to market risk related to our sales of containerboard and paperboard. We sell a significant portion of our mill production and converted products pursuant to contracts that provide that prices are either fixed for specified terms or provide for price adjustments based on negotiated terms, including changes in specified index prices. We measure our paperboard shipments as a tons equivalent which includes external and intersegment tons shipped from our mills as well as converting shipments converted from BSF to tons. In fiscal 2014, we shipped approximately 7.6 million tons in our Corrugated Packaging segment and 42

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approximately 1.6 million tons in our Consumer Packaging segment. A hypothetical $10 per ton decrease in the price of paperboard throughout the year would decrease our selling prices by approximately $76 million and $16 million in our Corrugated Packaging and Consumer Packaging segments, respectively. There can be no assurance that such changes in market pricing would be driven by lower costs or that we would have the ability to avoid passing through the decrease to our customers; therefore, there can be no assurance that our results of operations would not be adversely impacted. Energy Energy is one of the most significant costs of our mill operations. The cost of natural gas, coal, oil and electricity at times has fluctuated significantly. In our recycled paperboard mills, we use primarily natural gas and electricity, supplemented with fuel oil and coal to generate steam used in the paper making process and to operate our recycled paperboard machines. In our virgin fiber mills, we use wood by-products (biomass), natural gas, coal and fuel oil to generate steam used in the paper making process, to generate some or all of the electricity used on site and to operate our paper machines. We primarily use electricity and natural gas to operate our converting facilities. We generally purchase these products from suppliers at market or tariff rates. We spent approximately $642 million on all energy sources in fiscal 2014 to operate our facilities. Natural gas accounted for approximately two-fifths (approximately 43 million MMBtu) of our total energy purchases in fiscal 2014. A hypothetical 10% increase in the price of energy throughout the year would increase our cost of energy by approximately $64 million. In times of higher energy prices, we may have the ability to pass a portion of the increased costs on to our customers in the form of higher finished product pricing; however, there can be no assurance that we will be able to do so. Recycled Fiber The principal raw material we use in the production of recycled paperboard and a portion of our containerboard is recycled fiber. Our purchases of old corrugated containers, referred to as “OCC”, and double-lined kraft clippings account for our largest recycled fiber costs and approximately 90% of our recycled fiber purchases in a fiscal year. The remaining 10% of our recycled fiber purchases consists of a number of other grades of recycled paper. The mix of recycled fiber may vary due to factors such as market demand, availability and pricing. A hypothetical 10% increase in recycled fiber prices in our mills for a fiscal year would increase our costs by approximately $60 million. In times of higher recycled fiber prices, we may have the ability to pass a portion of the increased costs on to our customers in the form of higher finished product pricing; however, there can be no assurance that we will be able to do so. Virgin Fiber The principal raw material we use in the production of a portion of our containerboard, bleached paperboard and market pulp is virgin fiber. A hypothetical 10% increase in virgin fiber prices in our mills for a fiscal year would increase our costs by approximately $75 million. In times of higher virgin fiber prices, we may have the ability to pass a portion of the increased costs on to our customers in the form of higher finished product pricing; however, there can be no assurance that we will be able to do so. Freight Inbound and outbound freight is a significant expenditure for us. Factors that influence our freight expense are items such as distance between our shipping and delivery locations, distance from customers and suppliers, mode of transportation (rail, truck and intermodal) and freight rates, which are influenced by supply and demand and fuel costs, primarily diesel. A hypothetical 10% increase for a fiscal year would increase our costs by approximately $93 million, of which approximately 25% would be the proportion related to higher diesel costs based on our approximately 63 million gallons consumed annually. In times of higher freight prices, we may have the ability to pass a portion of our increased costs on to our customers in the form of higher finished product pricing; however, there can be no assurance that we will be able to do so. Interest Rates We are exposed to changes in interest rates, primarily as a result of our short-term and long-term debt. We may from time to time use interest rate swap agreements to manage the interest rate characteristics of a portion of our outstanding debt. Based on the amounts and mix of our fixed and floating rate debt at September 30, 2014 , if market interest rates increase an average of 100 basis points, our interest expense would increase by approximately $15 million. We determined these amounts by considering the impact of the hypothetical interest rates on our borrowing costs. This analysis does not consider the effects of changes in the level of overall economic activity that could exist in such an environment. 43

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Pension Plans Our pension plans are influenced by trends in the financial markets and the regulatory environment. Adverse general stock market trends and falling interest rates increase plan costs and liabilities. During fiscal 2014 , the effect of a 0.25% decrease in the discount rate would have reduced pre-tax income by approximately $1.0 million and a 0.25% increase in the discount rate would have reduced pre-tax income by $0.2 million. During fiscal 2013, the effect of a 0.25% change in the discount rate would have impacted income from continuing operations before taxes by approximately $4.6 million. Similarly, MEPPs in which we participate could experience similar circumstances which could impact our funding requirements and therefore expenses. We discuss our MEPPs in “Note 12. Retirement Plans — Multiemployer Plans” of the Notes to Consolidated Financial Statements included herein. Foreign Currency We are exposed to changes in foreign currency rates with respect to our foreign currency denominated operating revenues and expenses. Our principal foreign exchange exposure is the Canadian dollar. The Canadian dollar is the functional currency of our Canadian operations. We have transaction gains or losses that result from changes in our operating units’ non-functional currency. For example, we have non-functional currency exposure at our Canadian operations because they have purchases and sales denominated in U.S. dollars. We record these gains or losses in foreign exchange gains and losses in the income statement. From time to time, we may enter into currency forward or option contracts to mitigate a portion of our foreign currency transaction exposure. To mitigate potential foreign currency transaction losses, we may use offsetting internal exposures or forward contracts. We also have translation gains or losses that result from translation of the results of operations of an operating unit’s foreign functional currency into U.S. dollars for consolidated financial statement purposes. Translated earnings were approximately $5 million lower in fiscal 2014 than if we had translated the same earnings using fiscal 2013 exchange rates. Translated earnings were approximately $1 million lower in fiscal 2013 than if we had translated the same earnings using fiscal 2012 exchange rates. During fiscal 2014 and 2013 , the effect of a 1% change in exchange rates would have impacted accumulated other comprehensive income by approximately $4 million in each year. The impact of foreign currency quantified above does not consider the effects of a stronger or weaker dollar on our ability to compete for export business or the overall economic activity that could exist in such an environment. Changes in foreign exchange rates could impact the price and therefore also the demand for our products. 44

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Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements Page Reference

Description

Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Balance Sheets Consolidated Statements of Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting Management’s Annual Report on Internal Control Over Financial Reporting For supplemental quarterly financial information, please see “Note 18. Financial Results by Quarter (Unaudited)” of the Notes to Consolidated Financial Statements.

45

46 47 48 49 50 52 110 111 112

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ROCK-TENN COMPANY CONSOLIDATED STATEMENTS OF INCOME

Year Ended September 30, 2014

2013

2012

(In millions, except per share data)

Net sales Cost of goods sold Gross profit Selling, general and administrative expenses Pension lump sum settlement expense Restructuring and other costs, net Operating profit Interest expense Loss on extinguishment of debt Interest income and other income (expense), net Equity in income of unconsolidated entities Income before income taxes Income tax (expense) benefit Consolidated net income Less: Net income attributable to noncontrolling interests Net income attributable to Rock-Tenn Company shareholders

$

Basic earnings per share attributable to Rock-Tenn Company shareholders

$

3.34

$

5.05

$

1.74

Diluted earnings per share attributable to Rock-Tenn Company shareholders

$

3.29

$

4.98

$

1.72

Cash dividends paid per share

$

0.70

$

0.525

$

0.40

$

See Accompanying Notes 46

9,895.1 7,961.5 1,933.6 975.7 47.9 55.6 854.4 (95.3) — 2.4 8.8 770.3 (286.5) 483.8 (4.1) 479.7

$

$

9,545.4 7,698.9 1,846.5 954.3 — 78.0 814.2 (106.9) (0.3) (0.9) 4.6 710.7 21.8 732.5 (5.2) 727.3

$

$

9,207.6 7,674.9 1,532.7 927.5 — 75.2 530.0 (119.7) (25.9) 1.3 3.4 389.1 (136.9) 252.2 (3.1) 249.1

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ROCK-TENN COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended September 30, 2014

2013

2012

(In millions)

Consolidated net income Other comprehensive (loss) income, net of tax: Foreign currency translation (loss) gain Derivatives: Reclassification adjustment of net loss on cash flow hedges included in earnings Defined benefit pension plans: Net actuarial (loss) gain arising during period Amortization and settlement recognition of net actuarial loss, included in pension cost Prior service credit (cost) arising during period Amortization of prior service (credit) cost, included in pension cost Other comprehensive income adjustments Other comprehensive (loss) income Comprehensive income Less: Comprehensive income attributable to noncontrolling interests Comprehensive income attributable to Rock-Tenn Company shareholders

See Accompanying Notes 47

$

483.8

$

(29.9)

$

$

(15.1)

— (212.8) 39.4 7.6 (0.1) — (195.8) 288.0 (3.1) 284.9

732.5

18.3

—

$

184.1 24.2 3.2 0.9 4.2 201.5 934.0 (6.7) 927.3

252.2

1.4

$

(234.2) 13.3 (1.4) 0.4 — (202.2) 50.0 (2.2) 47.8

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ROCK-TENN COMPANY CONSOLIDATED BALANCE SHEETS September 30, 2014

2013

(In millions, except per share data)

ASSETS Current Assets: Cash and cash equivalents Restricted cash Accounts receivable (net of allowances of $25.1 and $26.8) Inventories Other current assets Total current assets Property, plant and equipment at cost: Land and buildings Machinery and equipment Transportation equipment Leasehold improvements

$

Less accumulated depreciation and amortization Net property, plant and equipment Goodwill Intangibles, net Other assets $ LIABILITIES AND EQUITY Current liabilities: Current portion of debt $ Accounts payable Accrued compensation and benefits Other current liabilities Total current liabilities Long-term debt due after one year Pension liabilities, net of current portion Postretirement benefit liabilities, net of current portion Deferred income taxes Other long-term liabilities Commitments and contingencies (Notes 10 and 16) Redeemable noncontrolling interests Equity: Preferred stock, $0.01 par value; 50.0 million shares authorized; no shares outstanding Class A common stock, $0.01 par value; 175.0 million shares authorized; 140.0 million and 144.0 million shares outstanding at September 30, 2014 and September 30, 2013, respectively Capital in excess of par value Retained earnings Accumulated other comprehensive loss Total Rock-Tenn Company shareholders’ equity Noncontrolling interests Total equity $ See Accompanying Notes 48

32.6 8.8 1,118.7 1,029.2 243.2 2,432.5 1,280.5 7,076.2 15.8 25.0 8,397.5 (2,564.9) 5,832.6 1,926.4 691.1 157.1 11,039.7

132.6 812.8 224.4 190.7 1,360.5 2,852.1 1,090.9 101.7 1,132.8 180.6

$

$

$

36.4 9.3 1,134.9 937.9 297.9 2,416.4 1,203.1 6,467.8 13.8 24.7 7,709.4 (2,154.7) 5,554.7 1,862.1 699.4 200.8 10,733.4

2.9 802.1 249.0 189.4 1,243.4 2,841.9 975.2 118.3 1,063.1 165.4

13.7

13.3

—

—

1.4 2,839.8 1,960.9 (495.3) 4,306.8 0.6 4,307.4 11,039.7

$

0.7 2,871.4 1,740.8 (300.6) 4,312.3 0.5 4,312.8 10,733.4

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ROCK-TENN COMPANY CONSOLIDATED STATEMENTS OF EQUITY Year Ended September 30, 2014

2013

2012

(In millions, except per share data) Number of Shares of Class A Common Stock Outstanding (1) : Balance at beginning of fiscal year

144.0

141.8

140.9

Shares issued under restricted stock plan

0.5

0.7

0.2

Issuance of Class A common stock, net of stock received for minimum tax withholdings (2)

0.2

1.5

0.7

(4.7)

—

—

144.0

141.8

Purchases of Class A common stock Balance at end of fiscal year

140.0

Class A Common Stock: Balance at beginning of fiscal year

$

0.7

$

0.7

$

0.4

Issuance of Class A common stock, net of stock received for minimum tax withholdings

—

—

Two-for-one stock split (1)

0.7

—

—

1.4

0.7

0.7

2,762.7

Balance at end of fiscal year

0.3

Capital in Excess of Par Value: Balance at beginning of fiscal year

2,871.4

2,810.8

Income tax benefit from share-based plans

15.0

5.7

8.4

Compensation expense under share-based plans

42.6

46.5

29.2

Issuance of Class A common stock, net of stock received for minimum tax withholdings Purchases of Class A common stock Two-for-one stock split (1) Balance at end of fiscal year

4.7

8.4

10.5

(93.2)

—

—

(0.7)

—

—

2,839.8

2,871.4

2,810.8

1,740.8

1,094.7

907.4

479.7

727.3

249.1

(100.8)

(76.3)

(56.5)

(15.7)

(4.9)

(5.3)

(143.1)

—

—

1,740.8

1,094.7

Retained Earnings: Balance at beginning of fiscal year Net income attributable to Rock-Tenn Company shareholders Cash dividends (per share - $0.70, $0.525 and $0.40) (3) Issuance of Class A common stock, net of stock received for minimum tax withholdings Purchases of Class A common stock Balance at end of fiscal year

1,960.9

Accumulated Other Comprehensive Loss: Balance at beginning of fiscal year Other comprehensive (loss) income, net of tax Balance at end of fiscal year Total Rock-Tenn Company Shareholders’ equity

(300.6)

(500.5)

(299.2)

(194.7)

199.9

(201.3)

(495.3)

(300.6)

(500.5)

4,306.8

4,312.3

3,405.7

0.5

0.5

0.7

0.5

0.4

(0.1)

(0.4)

(0.4)

(0.1)

0.6

0.5

Noncontrolling Interests: (4) Balance at beginning of fiscal year Net income (loss) Distributions Balance at end of fiscal year Total equity (1)

(2)

(3)

(4)

$

4,307.4

$

4,312.8

0.5 $

3,406.2

On August 27, 2014, we effected a two -for-one stock split of our Common Stock in the form of a 100% stock dividend to shareholders of record as of August 12, 2014. All share and per share information has been retroactively adjusted to reflect the stock split and we recorded the incremental par value of the newly issued shares with the offset to additional paid in capital. In connection with the Smurfit-Stone Acquisition, there were approximately 1.4 million shares reserved but unissued at the time of the acquisition for the resolution of Smurfit-Stone bankruptcy claims. In fiscal 2013, 1.1 million shares previously reserved but unissued were issued related to the Smurfit-Stone bankruptcy claims. At September 30, 2014, 0.3 million shares remain reserved and unissued. Includes cash dividends paid and dividends declared but unpaid related to the shares reserved but unissued at the time of the acquisition for the resolution of Smurfit-Stone bankruptcy claims. Excludes amounts related to contingently redeemable noncontrolling interests which are separately classified outside of permanent equity in the Consolidated Balance Sheets. 49

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ROCK-TENN COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended September 30, 2013

2014

2012

(In millions) Operating activities: Consolidated net income

$

483.8

$

732.5

$

252.2

Adjustments to reconcile consolidated net income to net cash provided by operating activities: Depreciation and amortization

584.5

552.2

534.3

Deferred income tax expense (benefit)

252.1

(44.3)

123.4

42.6

46.5

29.2

Loss on extinguishment of debt

—

0.3

25.9

Loss (gain) on disposal of plant, equipment and other, net

0.3

(13.9)

(10.0)

Share-based compensation expense

Equity in income of unconsolidated entities Pension and other postretirement funding more than expense

(8.8)

(4.6)

(3.4)

(175.0)

(167.1)

(305.4)

Settlement of interest rate swaps

—

—

Impairment adjustments and other non-cash items

5.5

21.2

29.2 55.5

(2.8)

Change in operating assets and liabilities, net of acquisitions: Accounts receivable

67.3

(63.2)

Inventories

(80.5)

(122.8)

7.1

Other assets

(1.9)

(13.1)

(17.8)

(11.6)

87.5

(77.8)

1.9

(13.8)

13.3

(8.4)

35.1

3.8

1,032.5

656.7

Accounts payable Income taxes Accrued liabilities and other Net cash provided by operating activities

1,151.8

Investing activities: Capital expenditures

(534.2)

Cash paid for the purchase of a leased facility

(440.4)

—

Cash paid for purchase of businesses, net of cash acquired

(474.4)

(452.4)

—

(17.0)

(6.3)

(125.6)

Investment in unconsolidated entities

—

(0.1)

(1.7)

Return of capital from unconsolidated entities

7.0

1.0

1.8

Proceeds from sale of subsidiary and affiliates

6.8

—

—

22.4

26.8

40.5

Proceeds from sale of property, plant and equipment Proceeds from property, plant and equipment insurance settlement

5.0

Net cash used for investing activities

(967.4)

15.4

10.2

(403.6)

(544.2)

Financing activities: Proceeds from issuance of notes Additions to revolving credit facilities Repayments of revolving credit facilities Additions to debt Repayments of debt Commercial card program Debt issuance costs Cash paid for debt extinguishment costs Issuances of common stock, net of related minimum tax withholdings Purchases of common stock Excess tax benefits from share-based compensation Repayments to (advances from) unconsolidated entity

—

—

1,442.2

233.8

99.0

748.1

(285.9)

(146.2)

(759.8)

663.8

277.0

(465.1)

(787.4)

3.8

—

(0.7)

(2.0)

(16.2)

—

(0.1)

(14.0)

3.5

5.2

(236.3)

—

—

15.1

6.0

10.0

(101.1)

Cash distributions paid to noncontrolling interests

—

(11.0)

(2.0)

Cash dividends paid to shareholders

326.6 (1,803.6)

1.2

0.2

(75.3)

(56.5)

(2.5)

(4.9)

(0.8)

(188.1)

(629.2)

(118.6)

Effect of exchange rate changes on cash and cash equivalents

(0.1)

(0.5)

1.6

Decrease in cash and cash equivalents

(3.8)

(0.8)

(4.5)

Net cash used for financing activities

Cash and cash equivalents at beginning of fiscal year Cash and cash equivalents at end of fiscal year

36.4 $

32.6

37.2 $

36.4

41.7 $

37.2

50

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Supplemental disclosure of cash flow information:

Year Ended September 30, 2014

2013

2012

(In millions) Cash paid (received) during the period for: Income taxes, net of refunds

$

18.8

Interest, net of amounts capitalized

$

22.0

86.9

$

(9.6)

98.8

114.8

Supplemental schedule of non-cash investing activities: Liabilities assumed in fiscal 2014 relate to the Tacoma Mill, NPG and AGI In-Store acquisitions. Liabilities assumed in fiscal 2013 relate to the acquisition of a corrugated sheet plant, and in fiscal 2012 they relate to the acquisition of GMI, Mid South and adjustments to the fiscal 2011 Smurfit-Stone preliminary purchase price allocation. For additional information regarding these acquisitions see “ Note 5. Acquisitions ” .

Year Ended September 30, 2014

2013

2012

(In millions)

Fair value of assets acquired, including goodwill Cash consideration, net of cash acquired Liabilities assumed

$ $

See Accompanying Notes 51

525.3 472.2 53.1

$ $

7.9 6.3 1.6

$ $

145.7 122.3 23.4

Table of Contents ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.

Description of Business and Summary of Significant Accounting Policies

Description of Business We are one of North America's leading providers of packaging solutions and manufacturers of containerboard and paperboard. We operate locations in the U.S., Canada, Mexico, Chile, Argentina and Puerto Rico. Consolidation The consolidated financial statements include our accounts and the accounts of our partially-owned consolidated subsidiaries. Equity investments in which we exercise significant influence but do not control and are not the primary beneficiary are accounted for using the equity method. Investments in which we are not able to exercise significant influence over the investee are accounted for under the cost method. Our equity and cost method investments are not significant either individually or in the aggregate. We have eliminated all significant intercompany accounts and transactions. Unless the context otherwise requires, “we”, “us”, “our”, “RockTenn” and “the Company” refer to the business of Rock-Tenn Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries. Use of Estimates Preparing consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates, and the differences could be material. The most significant accounting estimates inherent in the preparation of our consolidated financial statements include estimates to evaluate the recoverability of goodwill, intangibles and property, plant and equipment, to determine the useful lives of assets that are amortized or depreciated, and to measure income taxes, selfinsured obligations, restructuring activities and allocate the purchase price of an acquired business to the fair value of acquired assets and liabilities. In addition, significant estimates form the basis for our reserves with respect to collectibility of accounts receivable, inventory valuations, pension benefits, deferred tax asset valuation allowances and certain benefits provided to current employees. Various assumptions and other factors underlie the determination of these significant estimates. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. We regularly evaluate these significant factors and make adjustments where facts and circumstances dictate. Common Stock Split On August 27, 2014, we effected a two -for-one stock split of our Common Stock in the form of a 100% stock dividend to shareholders of record as of August 12, 2014. All share and per share information has been retroactively adjusted to reflect the stock split and we recorded the incremental par value of the newly issued shares with the offset to additional paid in capital. Revenue Recognition We recognize revenue when there is persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered, our price to the buyer is fixed or determinable and collectibility is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership. The timing of revenue recognition is dependent on the location of title transfer which is normally either on the exit from our plants (i.e., shipping point) or on arrival at customers’ plants (i.e., destination point). We do not recognize revenue from transactions where we bill customers but retain custody and title to these products until the date custody and title transfer. We do not have any significant multiple deliverable revenue arrangements. We net, against our gross sales, provisions for discounts, returns, allowances, customer rebates and other adjustments. We account for such provisions during the same period in which we record the related revenues. We include in net sales any amounts related to shipping and handling that are billed to a customer.

52

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Shipping and Handling Costs We classify shipping and handling costs as a component of cost of goods sold. Cash Equivalents We consider all highly liquid investments that mature three months or less from the date of purchase to be cash equivalents. The carrying amounts we report in the consolidated balance sheets for cash and cash equivalents approximate fair market values. We place our cash and cash equivalents with large credit worthy banks, which limits the amount of our credit exposure. Accounts Receivable and Allowances We perform periodic evaluations of our customers’ financial condition and generally do not require collateral. Receivables generally are due within 30 to 60 days, although recent trends are for customers to seek longer terms. We serve a diverse customer base primarily in North America and, therefore, have limited exposure from credit loss to any particular customer or industry segment. We state accounts receivable at the amount owed by the customer, net of an allowance for estimated uncollectible accounts, returns and allowances, cash discounts and other adjustments. We do not discount accounts receivable because we generally collect accounts receivable over a relatively short time. We account for sales and other taxes that are imposed on and concurrent with individual revenue-producing transactions between a customer and us on a net basis which excludes the taxes from our net sales. We estimate our allowance for doubtful accounts based on our historical experience, current economic conditions and the credit worthiness of our customers. We charge off receivables when they are determined to be no longer collectible. In fiscal 2014 , 2013 and 2012 , we recorded bad debt expense of $2.0 million , $5.6 million and $6.6 million , respectively. The following table represents a summary of the changes in the reserve for allowance for doubtful accounts, returns and allowances and cash discounts for fiscal 2014 , 2013 and 2012 (in millions): 2014

Balance at beginning of fiscal year Reduction in sales and charges to costs and expenses (1) Deductions Balance at end of fiscal year (1)

$

$

2013

26.8 135.0 (136.7) 25.1

$

$

2012

26.9 126.4 (126.5) 26.8

$

$

30.1 107.9 (111.1) 26.9

Includes the impact of acquisitions.

Inventories We value substantially all U.S. inventories at the lower of cost or market, with cost determined on the LIFO basis. We value all other inventories at the lower of cost or market, with cost determined using methods that approximate cost computed on a FIFO basis. These other inventories represent primarily foreign inventories, spare parts inventories and certain inventoried supplies and aggregate to approximately 26% and 24% of FIFO cost of all inventory at September 30, 2014 and 2013 , respectively. Prior to the application of the LIFO method, our U.S. operating divisions use a variety of methods to estimate the FIFO cost of their finished goods inventories. Such methods include standard costs, or average costs computed by dividing the actual cost of goods manufactured by the tons produced and multiplying this amount by the tons of inventory on hand. Lastly, certain operations calculate a ratio, on a plant by plant basis, the numerator of which is the cost of goods sold and the denominator is net sales. This ratio is applied to the estimated sales value of the finished goods inventory. Variances and other unusual items are analyzed to determine whether it is appropriate to include those items in the value of inventory. Examples of variances and unusual items that are considered to be current period charges include, but are not limited to, abnormal production levels, freight, handling costs, and wasted materials (spoilage). Cost includes raw materials and supplies, direct labor, indirect labor related to the manufacturing process and depreciation and other factory overheads.

53

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Property, Plant and Equipment We state property, plant and equipment at cost. Cost includes major expenditures for improvements and replacements that extend useful lives, increase capacity, increase revenues or reduce costs. During fiscal 2014 , 2013 and 2012 , we capitalized interest of approximately $2.6 million , $2.9 million and $3.4 million , respectively. For financial reporting purposes, we provide depreciation and amortization primarily on a straight-line method generally over the estimated useful lives of the assets as follows: Buildings and building improvements Machinery and equipment Transportation equipment

15-40 years 3-25 years 3-8 years

Generally our machinery and equipment have estimated useful lives between 3 and 25 years; however, select portions of machinery and equipment primarily at our mills have estimated useful lives up to 44 years. Greater than 90% of the cost of our mill assets have lives of 25 years or less. Leasehold improvements are depreciated over the shorter of the asset life or the lease term, generally between 3 and 10 years. Depreciation expense for fiscal 2014 , 2013 and 2012 was approximately $481.7 million , $461.3 million and $434.6 million , respectively. Goodwill and Long-Lived Assets We review the carrying value of our goodwill annually at the beginning of the fourth quarter of each fiscal year, or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles — Goodwill and Other” . We test goodwill for impairment at the reporting unit level, which is an operating segment or one level below an operating segment, which is referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. However, two or more components of an operating segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit. We determine recoverability by comparing the estimated fair value of the reporting unit to which the goodwill applies to the carrying value, including goodwill, of that reporting unit using a discounted cash flow model. The goodwill impairment model is a two-step process. An amendment to ASC 350 became effective December 2011 that allows a qualitative assessment, prior to step one, to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. We did not attempt a qualitative assessment and moved directly to step one. In step one, we utilize the present value of expected net cash flows to determine the estimated fair value of our reporting units. This present value model requires management to estimate future net cash flows, the timing of these cash flows, and a discount rate (based on a weighted average cost of capital), which represents the time value of money and the inherent risk and uncertainty of the future cash flows. Factors that management must estimate when performing this step in the process include, among other items, sales volume, prices, inflation, discount rates, exchange rates, tax rates, anticipated synergies and productivity improvements resulting from acquisitions, capital expenditures and continuous improvement projects. The assumptions we use to estimate future cash flows are consistent with the assumptions that the reporting units use for internal planning purposes, updated to reflect current expectations. If we determine that the estimated fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If we determine that the carrying amount of the reporting unit exceeds its estimated fair value, we would complete step two of the impairment analysis. Step two involves determining the implied fair value of the reporting unit’s goodwill and comparing it to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, we recognize an impairment loss in an amount equal to that excess. We completed the annual test of the goodwill associated with each of our reporting units during fiscal 2014 and concluded the fair values were in excess of the carrying values of each of the reporting units. No events have occurred since the latest annual goodwill impairment assessment that would necessitate an interim goodwill impairment assessment. We follow provisions included in ASC 360, “Property, Plant and Equipment” in determining whether the carrying value of any of our long-lived assets, including amortizing intangibles other than goodwill, is impaired. The ASC 360 test is a three-step 54

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) test for assets that are “held and used” as that term is defined by ASC 360. We determine whether indicators of impairment are present. We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the long-lived asset might not be recoverable. If we determine that indicators of impairment are present, we determine whether the estimated undiscounted cash flows for the potentially impaired assets are less than the carrying value. This requires management to estimate future net cash flows through operations over the remaining useful life of the asset and its ultimate disposition. The assumptions we use to estimate future cash flows are consistent with the assumptions we use for internal planning purposes, updated to reflect current expectations. If our estimated undiscounted cash flows do not exceed the carrying value, we estimate the fair value of the asset and record an impairment charge if the carrying value is greater than the fair value of the asset. We estimate fair value using discounted cash flows, observable prices for similar assets, or other valuation techniques. We record assets classified as “held for sale” at the lower of their carrying value or estimated fair value less anticipated costs to sell. Included in our long-lived assets are certain identifiable intangible assets. These intangible assets are amortized based on the approximate pattern in which the economic benefits are consumed or straight-line if the pattern was not reliably determinable. Estimated useful lives range from 2 to 40 years and have a weighted average life of approximately 12.3 years. Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist and that assets associated with a particular operation are impaired. Evaluating impairment also requires us to estimate future operating results and cash flows, which also require judgment by management. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations. Restructuring We have restructured portions of our operations from time to time, have current restructuring initiatives taking place, and it is possible that we may engage in future restructuring activities. Identifying and calculating the cost to exit these operations requires certain assumptions to be made, the most significant of which are anticipated future liabilities, including leases and other contractual obligations, and the adjustment of property, plant and equipment to net realizable value. We believe our estimates are reasonable, considering our knowledge of the industries we operate in, previous experience in exiting activities and valuations we may obtain from independent third parties. Although our estimates have been reasonably accurate in the past, significant judgment is required, and these estimates and assumptions may change as additional information becomes available and facts or circumstances change. Business Combinations From time to time, we enter into business combinations. In accordance with ASC 805, “ Business Combinations ”, we generally recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree at their fair values as of the date of acquisition. We measure goodwill as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method of accounting requires us to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities related to uncertain tax positions, contingent consideration and contingencies. This method also requires us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If we are required to retroactively adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on our financial condition and results of operations. Significant estimates and assumptions in estimating the fair value of acquired technology, customer relationships, and other identifiable intangible assets include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset could be impaired.

55

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Fair Value of Financial Instruments and Nonfinancial Assets and Liabilities We estimate fair values in accordance with ASC 820 “Fair Value Measurement ”. We define fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts receivables, certain other current assets, short-term debt, accounts payable, certain other current liabilities and long-term debt. With the exception of long-term debt, the carrying amounts of these financial instruments approximate their fair values due to their short maturities. The fair values of our long-term debt are estimated using quoted market prices or are based on the discounted value of future cash flows. We disclose the fair value of long-term debt and our pension and postretirement assets and liabilities in “Note 9. Fair Value” and “Note 12. Retirement Plans” of the Notes to Consolidated Financial Statements. We have, or from time to time may have, financial instruments recognized at fair value including Supplemental Plans that are nonqualified deferred compensation plans pursuant to which assets are invested primarily in mutual funds, interest rate derivatives, commodity derivatives or other similar class of assets or liabilities, the fair value of which are not significant. We measure the fair value of our mutual fund investments based on quoted prices in active markets, and our derivative contracts, if any, and our prior year residual interest in TNH notes based on discounted cash flows. We measure certain nonfinancial assets and nonfinancial liabilities at fair value on a nonrecurring basis. These assets and liabilities include cost and equity method investments when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange, and property, plant and equipment and goodwill and other intangible assets that are written down to fair value when they are held for sale or determined to be impaired. Given the nature of nonfinancial assets and liabilities, evaluating their fair value from the perspective of a market participant is inherently complex. Assumptions and estimates about future values can be affected by a variety of internal and external factors. Changes in these factors may require us to revise our estimates and could result in future impairment charges for goodwill and acquired intangible assets, or retroactively adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with business combinations. These adjustments could have a material impact on our financial condition and results of operations. We discuss fair values in more detail in “Note 9. Fair Value.” Health Insurance We are self-insured for the majority of our group health insurance costs. We calculate our group health insurance reserve on an undiscounted basis based on estimated reserve rates. We utilize claims lag data provided by our claims administrators to compute the required estimated reserve rate. We calculate our average monthly claims paid using the actual monthly payments during the trailing 12-month period. At that time, we also calculate our required reserve using the reserve rates discussed above. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our group health insurance costs. Workers’ Compensation We purchase large risk deductible workers’ compensation policies for the majority of our workers’ compensation liabilities that are subject to various deductibles to limit our exposure. We calculate our workers’ compensation reserves on an undiscounted basis based on estimated actuarially calculated development factors. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our workers' compensation costs. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amount and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

56

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, recent financial operations and their associated valuation allowances, if any. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. Certain provisions of ASC 740, “Income Taxes ” provide that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition threshold at the effective date to be recognized upon the adoption of these provisions and in subsequent periods. See “ Note 11. Income Taxes. ” Pension and Other Postretirement Benefits We account for pension and other postretirement benefits in accordance with ASC 715, “ Compensation — Retirement Benefits ”. Accordingly, we recognize the funded status of our pension plans as assets or liabilities in our consolidated balance sheets. The funded status is the difference between our projected benefit obligations and fair value of plan assets. The determination of our obligation and expense for pension and other postretirement benefits is dependent on our selection of certain assumptions used by actuaries in calculating such amounts. We describe these assumptions in “Note 12. Retirement Plans,” which include, among others, the discount rate, expected long-term rate of return on plan assets and rates of increase in compensation levels. As provided under ASC 715, we defer actual results that differ from our assumptions, i.e. actuarial gains and losses, and amortize the difference over future periods. Therefore, these differences generally affect our recognized expense and funding requirements in future periods. Actuarial gains and losses occur when actual experience differs from the estimates used to determine the components of net periodic pension cost and when certain assumptions used to determine the fair value of the plan assets or projected benefit obligation are updated, such as but not limited to, changes in the discount rate, plan amendments, differences between actual and expected returns on plan assets, mortality assumptions and plan remeasurement. The amount of unrecognized actuarial gains and losses recognized in the current year’s operations is based on amortizing the unrecognized gains or losses for each plan that exceed the larger of 10% of the projected benefit obligation or the fair value of plan assets, also known as the corridor. The amount of unrecognized gain or loss that exceeds the corridor is amortized over the average future service of the plan participants or the average life expectancy of inactive plan participants for plans where all or almost all of the plan participants are inactive. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our pension and other postretirement benefit obligations and our future expense. Stock Based Compensation We recognize expense for stock based compensation plans based on the estimated fair value of the related awards in accordance with ASC 718, “ Compensation — Stock Compensation ”. Pursuant to our 2004 Incentive Stock Plan, we can award shares of restricted Common Stock to employees and our board of directors. The grants generally vest over a period of three years depending on the nature of the award, except for non-employee director grants, which typically vest over one year. Our restricted stock grants to employees generally contain performance or market conditions that must be met in conjunction with a service requirement for the shares to vest. We charge compensation under the plan to earnings over each increment’s individual restriction period. See “Note 14. Share-Based Compensation” for additional information. Asset Retirement Obligations The Company accounts for asset retirement obligations in accordance with ASC 410, “ Asset Retirement and Environmental Obligations ”. A liability and an asset are recorded equal to the present value of the estimated costs associated with the retirement of long-lived assets where a legal or contractual obligation exists and the liability can be reasonably estimated. The liability is accreted over time and the asset is depreciated over the remaining life of the related asset. Upon settlement of the liability, we will recognize a gain or loss for any difference between the settlement amount and the liability recorded. Asset retirement obligations with indeterminate settlement dates are not recorded until such time that a reasonable estimate may be made. Our asset retirement obligations consist primarily of landfill closure and post-closure costs at certain of our paperboard mills. At September 30, 2014 and September 30, 2013 , liabilities of $15.2 million and $14.9 million , respectively, were accrued. 57

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Repair and Maintenance Costs We expense routine repair and maintenance costs as we incur them. We defer expenses we incur during planned major maintenance activities and recognize the expenses ratably over the shorter of the estimated interval until the next major maintenance activity or the life of the deferred item. This maintenance is generally performed every twelve to twenty-four months and has a significant impact on our results of operations in the period performed primarily due to lost production during the maintenance period. Foreign Currency We translate the assets and liabilities of our foreign operations from their functional currency into U.S. dollars at the rate of exchange in effect as of the balance sheet date. We reflect the resulting translation adjustments in equity. We translate the revenues and expenses of our foreign operations at a daily average rate prevailing for each month during the fiscal year. We include gains or losses from foreign currency transactions, such as those resulting from the settlement of foreign receivables or payables, in the consolidated statements of income. We recorded a gain of $4.2 million in fiscal 2014 , a gain of $2.5 million in fiscal 2013 and a loss of $5.5 million in 2012 from foreign currency transactions. Environmental Remediation Costs We accrue for losses associated with our environmental remediation obligations when it is probable that we have incurred a liability and the amount of the loss can be reasonably estimated. We generally recognize accruals for estimated losses from our environmental remediation obligations no later than completion of the remedial feasibility study and adjust such accruals as further information develops or circumstances change. We recognize recoveries of our environmental remediation costs from other parties as assets when we deem their receipt probable. See “ Note 16. Commitments and Contingencies. ” New Accounting Standards - Recently Adopted In March 2013, the FASB issued ASU 2013-05 “ Foreign Currency Matters, Parents Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity ”. This ASU amended ASC 810 “ Consolidation ”, ASC 805 “ Business Combinations ” and ASC 830 “ Foreign Currency ” and clarifies the criteria that should be considered, such as the loss or acquisition of a controlling financial interest and whether the sale or transfer results in the complete or substantially complete liquidation of an entity, to determine the release of cumulative translation adjustments into net income upon derecognition of a subsidiary, equity method investment or a group of assets within a foreign entity. These provisions were effective for annual and interim periods beginning after December 15, 2013 (January 1, 2014 for us). The adoption of these provisions did not have a material effect on our consolidated financial statements. In July 2013, the FASB issued ASU 2013-11 “ Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ” . This ASU amends ASC 740 “ Income Taxes” and clarifies when a liability related to an unrecognized tax benefit should be presented in the financial statements as a reduction to the related deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. These provisions were effective for annual and interim periods beginning after December 15, 2013 (January 1, 2014 for us). The adoption of these provisions did not have a material effect on our consolidated financial statements. New Accounting Standards - Recently Issued In May 2014, the FASB issued ASU 2014-09 which is codified in ASC 606 “ Revenue from Contracts with Customers ” and supersedes both the revenue recognition requirement to ASC 605 “ Revenue Recognition ” and most industry-specific guidance. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the five steps set forth in ASC 606. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. These provisions are effective for annual reporting periods beginning after December 15, 2016 (October 1, 2017 for us), including interim periods within that annual period, and can be applied using a full retrospective or modified retrospective approach. The Company is currently evaluating the impact of these provisions. 58

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) In June 2014, the FASB issued ASU 2014-12 “ Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ”. This ASU amends ASC 718 “ Compensation - Stock Compensation ” and clarifies that a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition and impact compensation cost when it is probable the performance target will be achieved. These provisions are effective for annual periods beginning after December 15, 2015 (October 1, 2016 for us) and based on our current stock compensation awards are not expected to have a material effect on our consolidated financial statements. In April 2014 the FASB issued ASU 2014-08 “ Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ”. This ASU amends ASC 360 “ Property Plant and Equipment” and expands the disclosures for discontinued operations, and requires new disclosures for disposals of individually significant components that do not meet the new definition of a discontinued operation and are classified as assets held for sale. These provisions are effective for annual and interim periods beginning after December 15, 2014 (January 1, 2015 for us). We do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements. Note 2.

Earnings per Share

Certain of our restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we include these instruments in the earnings allocation in computing earnings per share under the two-class method described in ASC 260 “ Earnings per Share. ” The following table sets forth the computation of basic and diluted earnings per share under the two-class method (in millions, except per share data): September 30, 2014

Basic earnings per share: Numerator: Net income attributable to Rock-Tenn Company shareholders Less: Distributed and undistributed income available to participating securities Distributed and undistributed income attributable to Rock-Tenn Company shareholders

$ $

Denominator: Basic weighted average shares outstanding

2013

479.7 (0.1) 479.6

$ $

143.6

2012

727.3 (0.2) 727.1

$ $

144.0

249.1 (0.8) 248.3 142.4

Basic earnings per share attributable to Rock-Tenn Company shareholders

$

3.34

$

5.05

$

1.74

Diluted earnings per share : Numerator: Net income attributable to Rock-Tenn Company shareholders Less: Distributed and undistributed income available to participating securities Distributed and undistributed income attributable to Rock-Tenn Company shareholders

$

479.7 (0.1) 479.6

$

727.3 (0.2) 727.1

$

249.1 (0.7) 248.4

$

$

$

Denominator: Basic weighted average shares outstanding Effect of dilutive stock options and non-participating securities Diluted weighted average shares outstanding

143.6 2.4 146.0

Diluted earnings per share attributable to Rock-Tenn Company shareholders

$

59

3.29

144.0 2.1 146.1 $

4.98

142.4 1.7 144.1 $

1.72

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Weighted average shares includes 0.3 million and 0.3 million of reserved, but unissued shares at September 30, 2014 and 2013 . These reserved shares will be distributed as claims are liquidated or resolved in accordance with the resolution of Smurfit-Stone bankruptcy claims. Options and restricted stock in the amount of 0.5 million , 0.3 million and 0.6 million common shares in fiscal 2014 , 2013 and 2012 , respectively, were not included in computing diluted earnings per share because the effect would have been antidilutive. The dilutive impact of the remaining options and restricted stock outstanding in each year were included in the effect of dilutive securities. Note 3.

Other Comprehensive (Loss) Income

The following table summarizes the changes in accumulated other comprehensive loss by component for the fiscal years ended September 30, 2014 and 2013 (in millions):

Balance at September 30, 2012 Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive loss Net current period other comprehensive income (loss) Balance at September 30, 2013 Other comprehensive loss before reclassifications Amounts reclassified from accumulated other comprehensive loss Net current period other comprehensive loss Balance at September 30, 2014 (1)

Deferred Loss on Cash Flow Hedges $ (0.2)

$

Defined Benefit Pension and Postretirement Plans $ (547.8)

Foreign Currency Items $ 47.5

(1)

Total $ (500.5)

—

190.4

—

24.5

— (0.2)

214.9 (332.9)

(15.0) 32.5

199.9 (300.6)

—

(203.9)

(29.0)

(232.9)

—

38.6

(0.4)

38.2

— (0.2)

$

All amounts are net of tax and noncontrolling interest.

60

(165.3) (498.2)

(15.0)

175.4

—

$

(29.4) 3.1

24.5

$

(194.7) (495.3)

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table summarizes the reclassifications out of accumulated other comprehensive loss by component for the fiscal years ended September 30, 2014 and 2013 (in millions): Years Ended September 30, 2014 Pretax Amortization of defined benefit pension and postretirement items (1) Actuarial losses (2) Prior service credit (costs) (2) Subtotal defined benefit plans Foreign currency translation adjustments (1) Sale of foreign subsidiary (3)

Total reclassifications for the period (1) (2)

(3)

(63.1) 0.2 (62.9)

0.4

$ (62.5) $

2013 Net of Tax

Tax

24.4 (0.1) 24.3

(38.7) 0.1 (38.6)

—

24.3

0.4

$

Pretax

(38.6) (1.5) (40.1)

—

(38.2) $ (40.1) $

Tax

15.0 0.6 15.6

—

15.6 $

Net of Tax

(23.6) (0.9) (24.5)

—

(24.5)

Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded. These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See “ Note 12. Retirement Plans ” for additional details. Amount reflected in “Restructuring and other costs net” in the condensed consolidated statements of income. 61

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) A summary of the components of other comprehensive (loss) income, including the noncontrolling interest, for the years ended September 30, 2014 , 2013 and 2012 , is as follows (in millions): Pre-Tax Amount

Fiscal 2014

Foreign currency translation loss Net actuarial loss arising during period Amortization and settlement recognition of net actuarial loss Prior service credit arising during the period Amortization of prior service credit Consolidated other comprehensive loss Less: Other comprehensive loss attributable to noncontrolling interests Other comprehensive loss attributable to Rock-Tenn Company shareholders

$

$

(29.9) (333.3) 63.9 12.4 (0.2) (287.1) 1.1 (286.0)

$

Foreign currency translation loss Net actuarial gain arising during period Amortization of net actuarial loss Prior service credit arising during period Amortization of prior service cost Other adjustments Consolidated other comprehensive income Less: Other comprehensive income attributable to noncontrolling interests Other comprehensive income attributable to Rock-Tenn Company shareholders

$

$

(15.1) 303.9 39.3 5.2 1.5 — 334.8 (1.6) 333.2

Foreign currency translation gain Net deferred loss on cash flow hedges Reclassification adjustment of net loss on cash flow hedges included in earnings Net actuarial loss arising during period Amortization of net actuarial loss Prior service cost arising during period Amortization of prior service cost Consolidated other comprehensive loss Less: Other comprehensive loss attributable to noncontrolling interests Other comprehensive loss attributable to Rock-Tenn Company shareholders

$

$

62

18.3 (0.1) 2.3 (375.0) 21.4 (2.2) 0.7 (334.6) 0.9 (333.7)

$

$

$

$

— (119.8) (15.1) (2.0) (0.6) 4.2 (133.3) — (133.3)

$

$

$

(15.1) 184.1 24.2 3.2 0.9 4.2 201.5 (1.6) 199.9

Net of Tax Amount

Tax

$

(29.9) (212.8) 39.4 7.6 (0.1) (195.8) 1.1 (194.7)

Net of Tax Amount

Tax

Pre-Tax Amount

Fiscal 2012

— 120.5 (24.5) (4.8) 0.1 91.3 — 91.3

$

Pre-Tax Amount

Fiscal 2013

Net of Tax Amount

Tax

— 0.1 (0.9) 140.8 (8.1) 0.8 (0.3) 132.4 — 132.4

$

$

18.3 — 1.4 (234.2) 13.3 (1.4) 0.4 (202.2) 0.9 (201.3)

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 4.

Inventories

Inventories are as follows (in millions): September 30, 2014

Finished goods and work in process Raw materials Supplies and spare parts Inventories at FIFO cost LIFO reserve Net inventories

$

$

2013

421.8 465.7 225.3 1,112.8 (83.6) 1,029.2

$

$

370.9 453.6 194.0 1,018.5 (80.6) 937.9

It is impracticable to segregate the LIFO reserve between raw materials, finished goods and work in process. In fiscal 2014 we had no LIFO layer liquidations. In fiscal 2013 and 2012 , we reduced inventory quantities in some of our LIFO pools. This reduction results in a liquidation of LIFO inventory quantities generally carried at lower costs prevailing in prior years as compared with the cost of the purchases in the respective fiscal years, the effect of which typically decreases cost of goods sold. The impact of the liquidations in fiscal 2013 and 2012 was not significant. In fiscal 2013, we identified spare parts that were not recorded in inventory in the mills that were acquired in the Smurfit-Stone Acquisition. We initiated a project to systematically identify, count and value the spare parts from the containerboard mills. As a result, we recorded immaterial corrections of errors as reductions of cost of goods sold of $32.3 million and $12.2 million in fiscal 2014 and fiscal 2013, respectively, for the incremental parts which we believe predominantly existed at the mills at the time of the acquisition since we were beyond the measurement period. The amounts recorded at September 30, 2014 reflect management’s estimate of the project’s total impact. We expect to complete the project in the first half of fiscal 2015. Note 5.

Acquisitions

AGI In-Store On August 29, 2014, we acquired the stock of AGI In-Store, a manufacturer of permanent point-of-purchase displays and fixtures to the consumer products and retail industries that will go to market as RockTenn In-Store Solutions. The purchase price was $72.0 million , net of an estimated working capital settlement. No debt was assumed. We acquired the AGI In-Store business as we believe it supports our strategy to provide a more holistic portfolio of innovative in-store marketing solutions, including “store-within-a-store” displays, and will enhance cross-selling opportunities and bolster our growing retail presence. We have included the results of AGI In-Store’s operations since the date of the acquisition in our consolidated financial statements in our Merchandising Displays segment. The preliminary purchase price allocation for the acquisition included $25.3 million of customer relationship intangible assets, $13.6 million of goodwill and $4.0 million of liabilities. We are amortizing the customer relationship intangibles over 5 to 10.5 years on a straight-line basis because the amortization pattern was not reliably determinable. The fair value assigned to goodwill is primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reach of the combined organization and increased vertical integration) and the assembled work force of AGI In-Store. We expect to make an election under section 338(h)(10) of the Code that will increase our tax basis in the acquired assets for an as yet to be determined amount not to exceed $2.0 million . We are in the process of completing the estimated values of the assets acquired and liabilities assumed, and therefore the allocation of the purchase price is preliminary and subject to revision. We expect the goodwill and intangibles to be amortizable for income tax purposes. Tacoma Mill On May 16, 2014, we acquired certain assets and liabilities of the Tacoma Mill. The purchase price was $340.6 million including an estimate of the expected working capital settlement. We believe the Tacoma Mill, located in Tacoma, WA, is a strategic fit as the mill has improved our ability to satisfy West Coast customers and generate operating efficiencies across our containerboard system. We have included the results of the Tacoma Mill since the date of the acquisition in our consolidated financial statements in our Corrugated Packaging segment. The preliminary purchase price allocation for the acquisition included $22.6 million for the fair value of an electrical cogeneration contract asset, $14.6 million of customer relationship intangible assets, $29.0 million 63

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) of goodwill and $28.9 million of liabilities. We are amortizing the electrical cogeneration contract asset over the contract life of 7.2 years and the customer relationship intangibles over 20.0 years based on a straight-line basis because the amortization pattern was not reliably determinable. The fair value assigned to goodwill is primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reach of the combined organization and synergies) and the assembled work force of the Tacoma mill. We are in the process of completing the estimated values of the assets acquired and liabilities assumed including, among other things, the valuation of certain tangible and intangible assets as well as the fair value of certain contracts and the working capital settlement with the seller, and therefore the allocation of the purchase price is preliminary and subject to revision. We expect the goodwill and intangibles to be amortizable for income tax purposes. NPG On December 20, 2013, we acquired the stock of NPG, a specialty display company that will go to market as RockTenn Retail Solutions. The purchase price was $59.6 million , net of cash acquired of $1.7 million and a working capital settlement. We acquired the NPG business as we believe it is a strategic fit that has strengthened our displays business. We have included the results of NPG’s operations in our consolidated financial statements in our Merchandising Displays segment. The preliminary purchase price allocation for the acquisition included $14.5 million of customer relationship intangible assets, $28.6 million of goodwill and $20.2 million of liabilities including approximately $0.6 million in debt. We are amortizing the customer relationship intangibles over 9 years based on a straight-line basis because the amortization pattern was not reliably determinable. The fair value assigned to goodwill is primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reach of the combined organization and increased vertical integration) and the assembled work force of NPG. We are in the process of completing the purchase price allocation including, among other things, the finalization of deferred taxes and goodwill, and therefore the allocation of the purchase price is preliminary and subject to revision. The goodwill and intangibles resulting from the acquisition will not be amortizable for tax purposes. Mid South On June 22, 2012, we acquired the assets of Mid South, a specialty corrugated packaging manufacturer with operations in Cullman, AL, and Olive Branch, MS. The purchase price was $32.1 million . We acquired the Mid South business as part of our announced strategy to seek acquisitions that increase our integration levels in the corrugated markets. We have included the results of Mid South's operations since the date of acquisition in our consolidated financial statements in our Corrugated Packaging segment. The acquisition included $9.9 million of customer relationship intangible assets and $8.5 million of goodwill. We are amortizing the customer relationship intangibles over 12.5 years based on a straight-line basis because the amortization pattern was not reliably determinable. The fair value assigned to goodwill is primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced geographic reach of the combined organization and increased vertical integration) and the assembled work force of Mid South. We expect the goodwill and intangibles to be amortizable for income tax purposes. GMI On October 28, 2011, we acquired the stock of four entities doing business as GMI. We have made joint elections under section 338(h)(10) of the Code that increased our tax basis in the underlying assets acquired. The purchase price was $90.2 million , including the amount paid to the sellers related to the Code section 338(h)(10) elections. We acquired the GMI business to expand our presence in the corrugated markets. The acquisition also increased our vertical integration. We have included the results of GMI's operations since the date of acquisition in our consolidated financial statements in our Corrugated Packaging segment. The acquisition included $39.5 million of customer relationship intangible assets, $25.0 million of goodwill and $2.1 million of net unfavorable lease contracts. We are amortizing the customer relationship intangibles over 11 to 12 years based on a straight-line basis because the amortization pattern was not reliably determinable and amortizing the lease contracts over 2 to 10 years. The fair value assigned to goodwill is primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced geographic reach of the combined organization and increased vertical integration) and the assembled work force of GMI. We expect the goodwill and intangibles to be amortizable for income tax purposes. Note 6.

Restructuring and Other Costs, Net

Summary of Restructuring and Other Initiatives We recorded pre-tax restructuring and other costs, net, of $55.6 million , $78.0 million and $75.2 million for fiscal 2014 , 2013 and 2012 , respectively. Of these costs, $10.2 million , $18.6 million and $14.8 million were non-cash for fiscal 2014 , 2013 and 64

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 2012 , respectively. Costs recorded in each period are not comparable since the timing and scope of the individual actions associated with each restructuring, acquisition or integration can vary. We discuss these charges in more detail below. When we close a facility, if necessary, we recognize an impairment charge primarily to reduce the carrying value of equipment or other property to their estimated fair value less cost to sell, and record charges for severance and other employee related costs. Any subsequent change in fair value less cost to sell prior to disposition is recognized as identified; however, no gain is recognized in excess of the cumulative loss previously recorded. At the time of each announced closure, we generally expect to record future charges for equipment relocation, facility carrying costs, costs to terminate a lease or contract before the end of its term and other employee related costs. Although specific circumstances vary, our strategy has generally been to consolidate our sales and operations into large well-equipped plants that operate at high utilization rates and take advantage of available capacity created by operational excellence initiatives. Therefore, we transfer a substantial portion of each plant’s assets and production to our other plants. We believe these actions have allowed us to more effectively manage our business. While restructuring costs are not charged to our segments and therefore do not reduce segment income, we highlight the segment to which the charges relate. The following table presents a summary of restructuring and other charges, net, related to active restructuring and other initiatives that we incurred during the last three fiscal years, the cumulative recorded amount since we started the initiative, and our estimate of the total we expect to incur (in millions):

Related Segment

Corrugated Packaging (b)

Consumer Packaging (c)

Recycling (d)

Other (e)

Total

Severance and Other Employee Related Costs

Net Property, Plant and Equipment (a)

Period

Fiscal 2014 Fiscal 2013 Fiscal 2012 Cumulative Expected Total Fiscal 2014 Fiscal 2013 Fiscal 2012 Cumulative Expected Total Fiscal 2014 Fiscal 2013 Fiscal 2012 Cumulative Expected Total Fiscal 2014 Fiscal 2013 Fiscal 2012 Cumulative Expected Total

$

$

$

2.6 10.4 16.6 46.6 46.6 1.3 2.6 (3.4) 2.9 2.9 6.3 5.5 1.6 13.5 13.5 — 0.1 — 0.1 0.1 10.2

Fiscal 2014 Fiscal 2013

$

18.6

Fiscal 2012

$

Cumulative Expected Total

Equipment and Inventory Relocation Costs

$

$

0.9 23.5 10.5 42.8 42.8 1.1 0.6 0.2 2.5 2.5 — 1.2 0.3 1.5 1.5 — 0.2 — 0.2 0.2 2.0

$

25.5

14.8

$

$

63.1

$

63.1

Facility Carrying Costs

$

$

2.7 5.0 3.5 12.4 12.6 — 0.1 0.6 0.7 0.7 0.6 0.2 — 0.8 1.3 — 0.1 — 0.1 0.1 3.3

$

5.4

11.0

$

$

47.0

$

47.0

65

Other Costs

$

$

3.9 4.7 5.6 15.1 17.5 0.1 0.2 0.2 1.0 1.1 1.3 0.8 0.1 2.5 2.8 — — — — — 5.3

$

5.7

4.1

$

$

14.0

$

14.7

Total

$

$

0.4 (0.1) 4.7 5.2 5.2 0.2 — — 0.7 0.7 3.7 2.6 0.3 6.7 6.8 30.5 20.3 34.4 145.8 145.8 34.8

$

10.5 43.5 40.9 122.1 124.7 2.7 3.5 (2.4) 7.8 7.9 11.9 10.3 2.3 25.0 25.9 30.5 20.7 34.4 146.2 146.2 55.6

$

22.8

$

78.0

5.9

$

39.4

$

75.2

$

18.6

$

158.4

$

301.1

$

21.4

$

158.5

$

304.7

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (a)

We have defined “ Net property, plant and equipment ” as used in this Note 6 to represent property, plant and equipment impairment losses, subsequent adjustments to fair value for assets classified as held for sale, subsequent (gains) or losses on sales of property, plant and equipment and related parts and supplies, and accelerated depreciation on such assets.

(b)

The Corrugated Packaging segment related charges in the last three fiscal years are primarily associated with facilities acquired in the Smurfit-Stone Acquisition. The Corrugated Packaging segment related charges in fiscal 2014 are primarily associated with the closure of one corrugated container plant and on-going closure costs at other previously closed facilities which were partially offset by gains on sale of previously closed facilities. The Corrugated Packaging segment related charges in fiscal 2013 were primarily associated with the closure of seven corrugated container plants, on-going closure costs at previously closed facilities including the Matane, Quebec containerboard mill which were partially offset by gains on the sale of previously closed facilities. The Corrugated Packaging segment related charges in fiscal 2012 primarily reflect the closure of our Matane, Quebec containerboard mill, a machine taken out of operation at our Hodge, LA containerboard mill and seven corrugated container plants and charges associated primarily with on-going closure costs at previously closed corrugated container plants, net of a gain on sale in fiscal 2012 primarily for our Santa Fe Springs, CA corrugated converting facility. The fiscal 2012 expenses in the “ Other Costs” column primarily represent repayment of energy credits and site environmental closure activities at the Matane mill. The cumulative charges are primarily associated with the closure of twenty-one corrugated container plants acquired in the Smurfit-Stone Acquisition, the closure of the Matane, Quebec containerboard mill, charges related to kraft paper assets at our Hodge containerboard mill we acquired in the SmurfitStone Acquisition, and gains and losses associated with the sale of closed facilities. We have transferred a substantial portion of each closed facility's production to our other facilities.

(c)

The Consumer Packaging segment related charges in fiscal 2014 are primarily associated with our decision to exit our Cincinnati, OH specialty recycled paperboard mill and on-going closure costs for previously closed converting facilities. The Consumer Packaging segment related charges in fiscal 2013 were primarily associated with the closure of a converting facility and on-going closure costs for previously closed facilities. The Consumer Packaging segment related charges in fiscal 2012 primarily reflect the gain on sale of our Columbus, IN laminated paperboard converting operation and Milwaukee, WI folding carton facility and on-going closure costs associated with previously closed facilities. The cumulative charges primarily reflect our decision to exit our Cincinnati, OH specialty recycled paperboard mill and three converting facilities partially offset by the gain on sale of two converting facilities. We have transferred a substantial portion of each closed facility's production to our other facilities.

(d)

The Recycling segment related charges in the last three fiscal years are primarily associated with facilities acquired in the Smurfit-Stone Acquisition. The Recycling segment related charges in fiscal 2014 primarily reflect charges associated with the closure of one collection facility and on-going closure costs and fair value adjustments for assets at previously closed facilities. The Recycling segment related charges in fiscal 2013 were primarily associated with the closure of nine collection facilities partially offset by the gain on sale of our Dallas, TX collection facility. The Recycling segment related charges in fiscal 2012 primarily reflect the closure of six collection facilities and the cumulative charges reflect the preceding actions as well as carrying costs for two collections facilities shutdown in a prior year.

(e)

The expenses in the “Other” segment primarily reflect costs that we consider as related to Corporate, including the “Other Costs” column that primarily reflect costs incurred as a result of our Smurfit-Stone Acquisition, including merger integration expenses. Also included in the “Other” segment are insignificant costs related to our Merchandising Displays segment. The pre-tax charges in the “Other” segment are summarized below (in millions): Acquisition Expense / (Income)

Fiscal 2014 Fiscal 2013 Fiscal 2012

$

7.5 (3.6) 2.9

Integration Expenses

$

23.0 23.9 32.1

Other Expense (Income)

$

— 0.4 (0.6)

Total

$

30.5 20.7 34.4

Acquisition expenses include expenses associated with acquisitions, whether consummated or not, as well as litigation expenses associated with the SmurfitStone Acquisition, net of recoveries. Acquisition expenses primarily consist of advisory, legal, accounting, valuation and other professional or consulting fees. Integration expenses reflect primarily severance and other employee costs, professional services including work being performed to facilitate the Smurfit-Stone 66

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) integration including information systems integration costs, lease expense and other costs. Due to the complexity and duration of the integration activities the precise amount expected to be incurred has not been quantified above. We expect integration activities to continue into fiscal 2015. The following table represents a summary of and the changes in the restructuring accrual, which is primarily composed of lease commitments, accrued severance and other employee costs, as well as a reconciliation of the restructuring accrual to the line item “Restructuring and other costs, net” on our consolidated statements of income for fiscal 2014 , 2013 and 2012 (in millions):

2014

Accrual at beginning of fiscal year Additional accruals Payments Adjustment to accruals Accrual at end of fiscal year

$

$

2013

21.8 5.0 (14.1) (1.8) 10.9

$

3.2 7.5 23.4 10.2 0.6 3.3 5.3 2.1 55.6

$

$

2012

22.7 18.7 (20.6) 1.0 21.8

$

19.7 (3.6) 22.8 18.6 10.1 5.4 5.7 (0.7) 78.0

$

26.7 26.9 (28.0) (2.9) 22.7

$

Reconciliation of accruals and charges to restructuring and other costs, net: 2014

Additional accruals and adjustments to accruals (see table above) Acquisition expense (income) Integration expenses Net property, plant and equipment Severance and other employee costs Equipment and inventory relocation costs Facility carrying costs Other expense (income) Total restructuring and other costs, net Note 7.

$

$

2013

$

2012

24.0 2.9 23.0 14.8 0.6 4.1 5.9 (0.1) 75.2

$

Other Intangible Assets

The gross carrying amount and accumulated amortization relating to intangible assets, excluding goodwill, is as follows (in millions, except weighted avg. life): September 30, 2014 Weighted Avg. Life (in years)

Customer relationships Favorable contracts Technology and patents Trademarks and tradenames License costs Total

Gross Carrying Amount

11.9 $ 8.7 8.1 39.0 8.2 12.3 $

929.8 46.6 14.3 30.1 19.9 1,040.7

67

2013 Accumulated Amortization

$

$

(308.3) (17.5) (6.5) (13.2) (4.1) (349.6)

Gross Carrying Amount

$

$

876.5 23.9 14.3 30.2 15.9 960.8

Accumulated Amortization

$

$

(230.4) (14.3) (4.8) (9.8) (2.1) (261.4)

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) During fiscal 2014 , 2013 and 2012 , intangible amortization expense was $92.5 million , $80.7 million and $88.9 million , respectively. The intangible amortization expense is primarily recorded as SG&A expense. Estimated intangible asset amortization expense for the succeeding five fiscal years is as follows (in millions): Fiscal 2015 Fiscal 2016 Fiscal 2017 Fiscal 2018 Fiscal 2019 Note 8.

$

92.1 91.2 89.4 89.3 88.2

Debt

At September 30, 2014 , our Credit Facility and Our Notes were unsecured. Our Notes are unsecured unsubordinated obligations that rank equally in right of payment with all of our existing and future unsecured unsubordinated obligations. The notes are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt. Our Notes are redeemable prior to maturity, subject to certain rules and restrictions, and are not subject to any sinking fund requirements. Our Notes are fully and unconditionally guaranteed by our existing and future wholly-owned U.S. subsidiaries, except for certain present and future unrestricted subsidiaries and certain other limited exceptions. The indentures related to Our Notes restrict us and our subsidiaries from incurring certain liens and entering into certain sale and leaseback transactions, subject to a number of exceptions. Interest on Our Notes is payable in arrears each September and March. The following were individual components of debt (in millions): September 30, 2014

4.45% notes due March 2019 3.50% notes due March 2020 4.90% notes due March 2022 4.00% notes due March 2023

$

Term loan facility Revolving credit and swing facilities Receivables-backed financing facility Other debt Total debt Less current portion of debt Long-term debt due after one year

$

2013

349.8 347.9 399.4 347.0

$

349.7 347.5 399.4 346.6

947.5

947.5

120.3

184.3

460.0 12.8 2,984.7 132.6 2,852.1

260.0 9.8 2,844.8 2.9 2,841.9

$

A portion of the debt classified as long-term, principally our Credit Facility and Receivables Facility, may be paid down earlier than scheduled at our discretion without penalty. During fiscal 2014 , 2013 and 2012 , amortization of debt issuance costs charged to interest expense was $10.3 million , $10.2 million and $10.8 million , respectively. March 2019 and March 2022 Notes On February 22, 2012, we issued the March 2019 Notes and the March 2022 Notes in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act at a discount of approximately $0.3 million and $0.8 million , respectively, and recorded debt issuance costs, including the exchange offer, of approximately $3.0 million and $3.5 million respectively, which are being amortized over the respective term of the notes. Giving effect to the amortization of the original issue discount and the debt issuance costs, the effective interest rates of the March 2019 Notes and March 2022 Notes are approximately 4.59% and 5.01% , respectively.

68

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) March 2020 and March 2023 Notes On September 11, 2012, we issued the March 2020 Notes and the March 2023 Notes in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act at a discount of approximately $3.0 million and $3.7 million , respectively, and recorded debt issuance costs, including the exchange offer, of approximately $2.9 million and $3.0 million , respectively, which are being amortized over the respective term of the notes. Giving effect to the amortization of the original issue discount and the debt issuance costs, the effective interest rates of the March 2020 and March 2023 Notes are approximately 3.73% and 4.19% , respectively. Exchanged Notes During the quarter ended March 31, 2013, we conducted offers to exchange the March 2019 Notes, March 2020 Notes, March 2022 Notes and March 2023 Notes for new notes of the applicable series with terms substantially identical with the notes of such series that are registered under the Securities Act. In the exchange offer, $350.0 million in aggregate principal amount of the March 2019 Notes, $350.0 million in aggregate principal amount of the March 2020 Notes, $399.0 million in aggregate principal amount of the March 2022 Notes and $350.0 million in aggregate principal amount of the March 2023 Notes were validly tendered and subsequently exchanged ( “Exchanged Notes”) . Term Loan and Revolving Credit Facility On September 27, 2012, we entered into a Credit Facility with an original maximum principal amount of approximately $2.7 billion before scheduled payments. The Credit Facility includes a $1.475 billion , 5 -year revolving credit facility and a $1.223 billion , 5 -year term loan facility. All obligations under the Credit Facility are fully and unconditionally guaranteed by our existing and future wholly-owned U.S. subsidiaries, except for certain present and future unrestricted subsidiaries and certain other limited exceptions. In addition, the obligations of Rock-Tenn Company of Canada, Inc. are guaranteed by Rock-Tenn Company and all such whollyowned U.S. subsidiaries, as well as by wholly-owned Canadian subsidiaries of RockTenn, other than certain present and future unrestricted subsidiaries and certain other limited exceptions. Up to $250.0 million under the revolving credit facility may be used for the issuance of letters of credit. In addition, up to $350.0 million of the revolving credit facility may be used to fund borrowings in Canadian dollars and the facility permits a future $200 million Mexican peso sub-facility with dollar for dollar reduction to existing commitments if activated. At September 30, 2014 and September 30, 2013 , the amount committed under the credit facilities for loans to a Canadian subsidiary was $300.0 million and $300.0 million , respectively. At September 30, 2014 , we had $41.4 million of outstanding letters of credit not drawn upon and available borrowings under the revolving credit portion of the Credit Facility exceeded $1.3 billion . At our option, borrowings under the Credit Facility bear interest at either a base rate or at LIBOR, plus, in each case, an applicable margin. In addition, advances in Canadian dollars may be made by way of purchases of bankers' acceptances. We are required to pay fees in respect of outstanding letters of credit at a rate equal to the applicable margin for LIBOR-based borrowings based upon the Leverage Ratio. The following table summarizes the applicable margins and percentages related to the revolving credit facility and term loan of the Credit Facility: Range

Applicable margin/percentage for determining: LIBOR-based loans and banker's acceptance advances interest rate (1) Base rate-based borrowings (1) Facility commitment (2) (1) (2)

1.125% - 1.750% 0.125% - 0.750% 0.175% - 0.300%

September 30, 2014

1.125% 0.125% 0.175%

The rates vary based on our Leverage Ratio Applied to the aggregate borrowing availability based on the Leverage Ratio

The variable interest rate, including the applicable margin, on our term loan facility was 1.285% at September 30, 2014 . Interest rates on our revolving credit facility for borrowings both in the U.S. and Canada ranged from 1.285% to 3.375% at September 30, 2014 .

69

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The Credit Facility contains certain prepayment requirements and customary affirmative and negative covenants. The negative covenants include covenants that, subject to certain exceptions, contain: limitations on liens and further negative pledges; limitations on sale-leaseback transactions; limitations on debt and prepayments, redemptions or repurchases of certain debt and equity; limitations on mergers and asset sales; limitations on sales, transfers and other dispositions of assets; limitations on loans and certain other investments; limitations on restrictions affecting subsidiaries; limitations on transactions with affiliates; limitations on changes to accounting policies or fiscal periods; limitations on speculative hedge transactions; and restrictions on modification or waiver of material documents in a manner materially adverse to the lenders. In addition, the Credit Facility includes financial covenants requiring that we maintain a maximum Leverage Ratio and minimum interest coverage ratio. • Prior to us exercising the Leverage Reduction Option (as defined in the Credit Facility) on May 3, 2013, which reduced our maximum permitted Leverage Ratio to 3.5 to 1.00, we were required to maintain a Leverage Ratio of not greater than 3.75 to 1.00 for fiscal quarters ending from September 30, 2012 through September 30, 2013, and not greater than 3.50 to 1.00 for fiscal quarters ending thereafter. • In addition, we must maintain an interest coverage ratio, which is the ratio of Credit Agreement EBITDA (as defined below) for the preceding four fiscal quarters to cash interest expense for such period, of not less than 3.50 to 1.00 for any fiscal quarters ending on or after September 30, 2012. • Credit Agreement EBITDA is calculated in accordance with the definition contained in our Credit Facility. Credit Agreement EBITDA is generally defined as consolidated net income of RockTenn for any fiscal period plus the following to the extent such amounts are deducted in determining such consolidated net income: (i) consolidated interest expense, (ii) consolidated tax expenses, (iii) depreciation and amortization expenses, (iv) financing expenses and write-offs, including remaining portions of original issue discount on prepayment of indebtedness, prepayment premiums and commitment fees, (v) inventory expenses associated with the write up of Smurfit-Stone inventory acquired in the merger and other permitted acquisitions, (vi) all other non-cash charges, (vii) all legal, accounting and professional advisory expenses incurred in respect of the Smurfit-Stone Acquisition and other permitted acquisitions and related financing transactions, (vii) certain expenses and costs incurred in connection with the Smurfit-Stone Acquisition and associated synergies, restructuring charges, and certain other charges and expenses, subject to certain limitations specified in the Credit Facility, (viii) certain other charges and expenses unrelated to the Smurfit-Stone Acquisition subject to certain specified limitations in the Credit Facility, and (ix) for certain periods, run-rate synergies expected to be achieved due to the Smurfit-Stone Acquisition not already included in EBITDA (as defined in the Credit Facility) and adjustments to include Smurfit-Stone EBITDA (as defined and outlined in the Credit Facility) related to periods prior to the acquisition ( “Credit Agreement EBITDA” ). We test and report our compliance with these covenants each quarter. We are in compliance with all of our covenants. The credit facilities also contain certain customary events of default, including relating to non-payment, breach of representations, warranties or covenants, default on other material debt, bankruptcy and insolvency events, invalidity or impairment of loan documentation, collateral or subordination provisions, change of control and customary ERISA defaults. Receivables-Backed Financing Facility On September 15, 2014, we amended our Receivables Facility and extended the maturity date from December 18, 2015 to October 24, 2017, and continued the size of the facility at $700.0 million . The amendment reduced the credit spread for the used portion of the facility from 0.75% to 0.70% and made minor amendments to the process of calculating the Borrowing Base (as defined in the Receivables Facility). The Receivables Facility includes certain restrictions on what constitutes eligible receivables under the facility and continues to allow for the exclusion of eligible receivables of specific obligors each calendar year subject to the following restrictions from the earlier August 30, 2013 amendment: (i) the aggregate of excluded receivables may not exceed 7.5% of eligible receivables under the Receivables Facility, and (ii) the excluded receivables of each obligor may not exceed 2.5% of the aggregate outstanding balance. The borrowing rate, which consists of a blend of the market rate for asset-backed commercial paper and the one month LIBOR rate plus a utilization fee, was 0.89% and 0.95% as of September 30, 2014 and September 30, 2013 , respectively. The commitment fee for this facility was 0.25% and 0.25% as of September 30, 2014 and September 30, 2013 , respectively. Borrowing availability under this facility is based on the eligible underlying accounts receivable and certain covenants. The agreement governing the Receivables Facility contains restrictions, including, among others, on the creation of certain liens on the underlying collateral. We test and report our compliance with these covenants monthly. We are in compliance with all of 70

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) our covenants. At September 30, 2014 and September 30, 2013 , we had $460.0 million and $260.0 million of our maximum available borrowings of $647.7 million and $700.0 million , respectively, outstanding under the Receivables Facility. The carrying amount of accounts receivable collateralizing the maximum available borrowings at September 30, 2014 was approximately $846.0 million . We have continuing involvement with the underlying receivables as we provide credit and collections services pursuant to the securitization agreement. As of September 30, 2014 , the aggregate maturities of debt for the succeeding five fiscal years and thereafter are as follows (in millions): Fiscal 2015 Fiscal 2016 Fiscal 2017 Fiscal 2018 Fiscal 2019 Thereafter Unamortized bond discount Total debt Note 9.

$

132.6 122.5 853.9 425.0 350.0 1,106.6 (5.9) 2,984.7

$

Fair Value

Assets and Liabilities Measured or Disclosed at Fair Value ASC 820 provides a framework for measuring fair value and expands disclosures required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and a hierarchy prioritizing the inputs to valuation techniques. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Additionally, ASC 820 defines levels within the hierarchy based on the availability of quoted prices for identical items in active markets, similar items in active or inactive markets and valuation techniques using observable and unobservable inputs. We incorporate credit valuation adjustments to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in our fair value measurements. We have, or from time to time may have, Supplemental Plans that are nonqualified deferred compensation plans pursuant to which assets are invested primarily in mutual funds, interest rate derivatives, commodity derivatives or other similar classes of assets or liabilities. Other than our pension and postretirement assets and liabilities disclosed in “ Note 12. Retirement Plans ” and the fair value of our long-term debt disclosed below, the fair value of these items is not significant. The following table summarizes the carrying amount and estimated fair value of our long-term debt (in millions): September 30, 2014 Carrying Amount

March 2019 Notes (1)

$

349.8

March 2020 Notes (1) March 2022 Notes (1) March 2023 Notes

$

Fair Value

Carrying Amount

376.1

$

349.7

$

371.9

347.9

357.5

347.5

343.0

399.4

430.0

399.4

413.7

347.0

357.9

346.6

338.6

947.5

947.5

947.5

947.5

120.3

120.3

184.3

184.3

460.0

460.0

260.0

260.0

(1)

Term loan facilities (2) Revolving credit and swing facilities (2) Receivables-backed financing facility (2) Other long-term debt Total debt

September 30, 2013

Fair Value

(2)(3)

12.8 2,984.7

$

71

$

13.0 3,062.3

$

9.8 2,844.8

$

10.1 2,869.1

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (1) (2)

(3)

Fair value is categorized as level 2 within the fair value hierarchy since the notes trade infrequently. Fair value is based on quoted market prices. Fair value approximates the carrying amount as the variable interest rates reprice frequently at observable current market rates. As such, fair value is categorized as level 2 within the fair value hierarchy. Fair value for certain debt is estimated based on the discounted value of future cash flows using observable current market interest rates offered for debt of similar credit risk and maturity. As such, fair value is categorized as level 2 within the fair value hierarchy.

In the absence of quoted prices in active markets, considerable judgment is required in developing estimates of fair value. Estimates are not necessarily indicative of the amounts we could realize in a current market transaction, or the amounts at which we could settle our debt. Accounts Receivable Sales Agreement During the first quarter of fiscal 2014, we entered into an agreement to sell to a third party financial institution all of the short term receivables generated from certain customer trade accounts, on a revolving basis, until the agreement is terminated by either party. Transfers under this agreement meet the requirements to be accounted for as sales in accordance with the “Transfers and Servicing” guidance in ASC 860. On February 3, 2014, the A/R Sales Agreement was amended to increase the maximum amount of receivables that may be sold at any point in time to $205.0 million . Since the inception of the A/R Sales Agreement, we have cumulatively sold and derecognized $814.7 million of receivables, of which $667.7 million have been collected by the third party financial institution and we have a $10.4 million receivable from the financial institution. The remaining $136.6 million represents the net receivables sold as of September 30, 2014 which have been funded by the financial institution. Cash proceeds related to the sales are included in cash from operating activities in the consolidated statement of cash flows in the accounts receivable line item. The loss on sale is not material as it is currently less than 1% per annum of the receivables sold, and is included in interest income and other income (expense), net. Although the sales are made without recourse, we maintain continuing involvement with the sold receivables as we provide collections services related to the transferred assets. The associated servicing liability is not material given the high quality of the customers underlying the receivables and the anticipated short collection period. Financial Instruments not Recognized at Fair Value Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts receivable, certain other current assets, short-term debt, accounts payable, certain other current liabilities, and long-term debt. With the exception of long-term debt, the carrying amounts of these financial instruments approximate their fair values due to their short maturities. Fair Value of Nonfinancial Assets and Nonfinancial Liabilities We measure certain nonfinancial assets and nonfinancial liabilities at fair value on a nonrecurring basis. These assets and liabilities include cost and equity method investments when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange, and property, plant and equipment and intangible assets that are written down to fair value when they are held for sale or determined to be impaired. At September 30, 2014 and September 30, 2013 , we did not have any significant nonfinancial assets or nonfinancial liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition.

72

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 10.

Leases

We lease certain manufacturing and warehousing facilities and equipment, primarily transportation equipment, under various operating leases. Some leases contain escalation clauses and provisions for lease renewal. As of September 30, 2014 , future minimum lease payments under all noncancelable leases for the succeeding five fiscal years and thereafter are as follows (in millions): Fiscal 2015 Fiscal 2016 Fiscal 2017 Fiscal 2018 Fiscal 2019 Thereafter Total future minimum lease payments

$

58.3 47.7 36.8 29.5 21.3 54.6 248.2

$

Rental expense for the years ended September 30, 2014 , 2013 and 2012 was approximately $112.3 million , $101.5 million and $88.1 million , respectively, including lease payments under cancelable leases and maintenance charges on transportation equipment. Note 11.

Income Taxes

The components of income before income taxes are as follows (in millions): Year Ended September 30, 2014

United States Foreign Income before income taxes

$

2013

665.2 105.1 770.3

$

$

2012

636.5 74.2 710.7

$

$

374.7 14.4 389.1

$

The provision (benefit) for income taxes consists of the following components (in millions): Year Ended September 30, 2014

Current income taxes: Federal State Foreign Total current

$

2013

19.9 15.2 (0.7) 34.4

$

2012

(8.3) 23.7 7.1 22.5

$

(4.5) 7.5 10.5 13.5

Deferred income taxes: Federal State Foreign Total deferred Provision (benefit) for income taxes

$ 73

201.8 19.9 30.4 252.1 286.5

$

(44.6) 2.6 (2.3) (44.3) (21.8)

$

129.1 (0.6) (5.1) 123.4 136.9

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The differences between the statutory federal income tax rate and our effective income tax rate are as follows: Year Ended September 30, 2014

Statutory federal tax rate Foreign rate differential Adjustment and resolution of federal, state and foreign tax uncertainties State taxes, net of federal benefit Research and development and other tax credits, net of valuation allowances Income attributable to noncontrolling interest Domestic manufacturer’s deduction State of New York tax law change, net of valuation allowance Change in valuation allowance Other, net Effective tax (benefit) rate

2013

35.0 % (1.3) 0.4 2.0 0.1 (0.1) (0.4) 1.2 0.7 (0.4) 37.2 %

2012

35.0 % (1.9) (35.9) 3.3 (1.4) (0.2) — — (0.7) (1.3) (3.1)%

35.0 % 0.2 (0.1) 3.4 (0.5) (0.1) — — (1.3) (1.4) 35.2 %

The domestic manufacturer’s deduction impacted the effective rate in fiscal 2014 because the Company had reportable U.S. taxable income in fiscal 2014 against which the deduction was claimed. The deduction was not claimed in the prior years presented as the Company had no U.S. taxable income to report due to the use of its accumulated U.S. federal net operating losses. Since the company has now utilized almost all of its accumulated U.S. federal net operating losses we expect to report U.S. taxable income in future fiscal years and to accordingly receive continued use of the domestic manufacturer’s deduction. The use of this deduction in future years will have the effect of lowering the overall effective tax rates in those years.

74

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The tax effects of temporary differences that give rise to deferred income tax assets and liabilities consist of the following (in millions): September 30, 2014

Deferred income tax assets: Accruals and allowances Employee related accruals and allowances Pension obligations State net operating loss carryforwards State credit carryforwards, net of federal benefit Cellulosic Biofuel Producers Credits and other federal tax credit carryforwards Federal net operating loss carryforwards Restricted stock and options Other Total Deferred income tax liabilities: Property, plant and equipment Deductible intangibles and goodwill Inventory reserves Deferred gain Other Total Valuation allowances Net deferred income tax liability

$

$

2013

7.8 96.7 358.5 62.4 55.0 228.9 2.5 38.1 6.7 856.6 1,430.0 278.0 73.0 — 0.6 1,781.6 65.1 990.1

$

$

23.5 104.8 333.3 68.3 49.1 233.6 207.0 30.5 28.8 1,078.9 1,477.2 287.0 80.5 31.0 0.5 1,876.2 36.2 833.5

Deferred taxes are recorded as follows in the consolidated balance sheet (in millions): September 30, 2014

Current deferred tax asset Long-term deferred tax asset Long-term deferred tax liability Net deferred income tax liability

$

$

141.1 1.6 1,132.8 990.1

2013

$

$

209.1 20.5 1,063.1 833.5

At September 30, 2014 and September 30, 2013 , we had gross federal net operating losses of approximately $7.2 million and $605.8 million . These loss carryforwards generally expire between fiscal 2029 and 2033 . At September 30, 2014 and September 30, 2013 , we had $138.6 million and $138.1 million , respectively, of federal CBPC carryforwards which expire if not utilized by the end of fiscal 2017 . At September 30, 2014 and September 30, 2013 , we had alternative minimum tax credits of $78.9 million and $79.7 million , respectively. Under current tax law, the alternative minimum tax credit carryforwards do not expire. At September 30, 2014 and September 30, 2013 , we had various other federal credit carryforwards of $11.4 million and $15.8 million , respectively, which expire between fiscal 2018 and 2034 . As a result of certain realization requirements of ASC 718, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets at September 30, 2013 that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation in excess of compensation recognized for financial reporting. Those deferred tax assets include federal and state net operating loss carryforwards. The September 30, 2013 federal net operating loss carryforwards exclude $14.2 million due to stock compensation excess tax benefits. These previously excluded federal net operating losses, related to fiscal 2011, were realized and recorded in fiscal 2014 when these carryforwards reduced our income tax liability. 75

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) At September 30, 2014 and September 30, 2013 , gross net operating losses, for state and local tax reporting purposes, of approximately $1,418 million and $1,543 million , respectively, were available for carryforward. These loss carryforwards generally expire between fiscal 2015 and 2034 . The tax effected values of these net operating losses are $62.4 million and $68.3 million at September 30, 2014 and 2013 , respectively, exclusive of valuation allowances of $9.6 million and $4.4 million at September 30, 2014 and 2013 , respectively. At September 30, 2014 and September 30, 2013 , gross net operating losses for foreign reporting purposes of approximately $36.6 million and $112.0 million , respectively, were available for carryforward. These loss carryforwards generally expire between fiscal 2017 and 2033 . The tax effected values of these net operating losses are $7.9 million and $28.8 million at September 30, 2014 and 2013 , respectively, exclusive of valuation allowances of $4.7 million and $7.3 million at September 30, 2014 and 2013 , respectively. At September 30, 2014 and 2013 , certain allowable state tax credits were available for carryforward. Accordingly, $55.0 million and $49.1 million have been recorded as deferred income tax assets at September 30, 2014 and 2013 , respectively. These state tax credit carryforwards generally expire within 5 to 10 years; however, certain state credits can be carried forward indefinitely. Valuation allowances of $50.8 million and $24.2 million at September 30, 2014 and 2013 , respectively, have been provided on these assets. These valuation allowances have been recorded due to uncertainty regarding our ability to generate sufficient taxable income in the appropriate taxing jurisdiction. On March 31, 2014, the State of New York enacted an income tax law which reduced the tax rate for qualified New York State manufacturers to zero percent effective for tax years beginning on or after January 1, 2014 and thereby rendered a previously recorded deferred tax asset related to a credit carryforward to no longer have any value. Therefore, a full valuation allowance was recorded against our New York state credit carryforwards as it is more likely than not that they will not be utilized. At September 30, 2014 and September 30, 2013 , we had current deferred income taxes of $141.1 million and $209.1 million , respectively, included in other current assets. The following table represents a summary of the valuation allowances against deferred tax assets for fiscal 2014 , 2013 and 2012 (in millions):

2014

Balance at beginning of fiscal year Charges to costs and expenses Deductions Balance at end of fiscal year

$

$

2013

36.2 31.7 (2.8) 65.1

$

$

2012

42.3 3.6 (9.7) 36.2

$

$

48.0 4.3 (10.0) 42.3

We have considered a portion of our earnings from certain foreign subsidiaries as subject to repatriation and we provide for taxes accordingly. Earnings of all other foreign subsidiaries are considered permanently reinvested in their respective foreign operations. As of September 30, 2014 , we estimate those permanently reinvested earnings to be approximately $240.3 million . We have not provided for any incremental U.S. taxes that would be due upon the repatriation of those earnings. However, in the event of a distribution of those earnings in the form of dividends or otherwise, we may be subject to both U.S. income taxes, subject to an adjustment for foreign tax credits, and withholding taxes payable to the foreign jurisdictions. As of September 30, 2014 , we estimate the amount of unrecognized deferred income tax liability on these permanently reinvested earnings to be approximately $8.9 million . As of September 30, 2014 , the total amount of unrecognized tax benefits was approximately $36.5 million , exclusive of interest and penalties. Of this balance, if we were to prevail on all unrecognized tax benefits recorded, approximately $29.9 million would benefit the effective tax rate. As of September 30, 2013 , the total amount of unrecognized tax benefits was approximately $21.3 million , exclusive of interest and penalties. Of this balance, if we were to prevail on all unrecognized tax benefits recorded, approximately $19.2 million would benefit the effective tax rate. We regularly evaluate, assess and adjust the related liabilities in light of changing facts and circumstances, which could cause the effective tax rate to fluctuate from period to period.

76

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in millions):

2014

Balance at beginning of fiscal year Reductions related to acquisitions (1) Additions for tax positions taken in current year Additions (reductions) for tax positions taken in prior fiscal years Reductions due to settlements Reductions as a result of a lapse of the applicable statute of limitations Balance at end of fiscal year (1)

$

$

2013

21.3 — 14.8 1.0 — (0.6) 36.5

$

$

2012

289.7 — 2.6 (268.5) (0.2) (2.3) 21.3

$

$

287.9 (1.4) 7.0 — — (3.8) 289.7

Adjustments in fiscal 2012 related to the fiscal 2011 Smurfit-Stone Acquisition.

The decrease in the gross unrecognized tax benefits during fiscal 2013 is primarily related to the reversal of $254.1 million of tax reserves related to AFMC acquired in the Smurfit-Stone Acquisition. The benefit to deferred tax expense was recorded as the IRS completed its examination of Smurfit-Stone's 2009 tax return. We recognize estimated interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of income. As of September 30, 2014 and September 30, 2013 , we had a recorded liability of $0.5 million and $1.2 million , respectively, for the payment of estimated interest and penalties related to the liability for unrecognized tax benefits. Our results of operations for the fiscal years ended September 30, 2014 , 2013 and 2012 include income of $0.5 million , $0.7 million and $1.9 million , respectively, related to estimated interest and penalties related to the liability for unrecognized tax benefits. We file federal, state and local income tax returns in the U.S. and various foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to fiscal 2009. While we believe our tax positions are appropriate, they are subject to audit or other modifications and there can be no assurance that any modifications will not materially and adversely affect our results of operations, financial condition or cash flows. Note 12.

Retirement Plans

We have defined benefit pension plans and other postretirement plans for certain U.S. and Canadian employees. In addition, under several labor contracts, we make payments, based on hours worked, into MEPP trusts established for the benefit of certain collective bargaining employees in facilities both inside and outside the U.S. We also have a SERP and other non-qualified defined benefit pension plans that provide unfunded supplemental retirement benefits to certain of our executives and former executives. The SERP provides for incremental pension benefits in excess of those offered in our principal pension plan. Salaried and nonunion hourly employees hired on or after January 1, 2005 are generally not eligible to participate in our benefit plans in effect prior to the Smurfit-Stone Acquisition. However, we provide an enhanced 401(k) plan match for such employees. The defined benefit pension plans acquired in connection with the Smurfit-Stone Acquisition cover substantially all hourly employees, as well as salaried employees hired prior to January 1, 2006. These plans were frozen for salaried employees at various stages prior to the acquisition. The postretirement plans provide certain health care and life insurance benefits for certain salaried and hourly employees who meet specified age and service requirements as defined by the plans. The benefits under our defined benefit pension plans are based on either compensation or a combination of years of service and negotiated benefit levels, depending upon the plan. We allocate our pension assets to several investment management firms across a variety of investment styles. Our defined benefit Investment Committee meets at least four times a year with our investment advisors to review each management firm’s performance and monitor their compliance with their stated goals, our investment policy and applicable regulatory requirements in the U.S. and Canada. We understand that investment returns are volatile. We believe that, by investing in a variety of asset classes and utilizing multiple investment management firms, we can create a portfolio that yields adequate returns with reduced volatility. After we consulted with our actuary and investment advisors, we adopted the target allocations in the table that follows for our pension 77

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) plans to produce the desired performance. These target allocations are guidelines, not limitations, and occasionally plan fiduciaries will approve allocations above or below target ranges or modify the allocations. Target Allocations U.S. Plans 2014

Canadian Plans 2013

Equity investments Fixed income investments Short-term investments Other investments

2014

39% 36% 2% 23%

2013

40% 45% 1% 14%

29% 58% 1% 12%

29% 58% 1% 12%

Our pension plans' asset allocations by asset category at September 30 were as follows:

U.S. Plans 2014

Equity investments Fixed income investments Short-term investments Other investments Total

Canadian Plans 2013

32% 38% 11% 19% 100%

2014

42% 44% 4% 10% 100%

2013

29% 57% 2% 12% 100%

31% 57% 2% 10% 100%

We manage our retirement plans in accordance with the provisions of ERISA as well as applicable legislation in Canada. Our investment policy objectives include maximizing long-term returns at acceptable risk levels, diversifying among asset classes, as applicable, and among investment managers as well as establishing certain risk parameters within asset classes. We have allocated our investments within the equity and fixed income asset classes to sub-asset classes designed to meet these objectives. In addition, our other investments support multi-strategy objectives. In developing our weighted average expected rate of return on plan assets, we consulted with our investment advisor and evaluated criteria based on historical returns by asset class and long-term return expectations by asset class. We currently expect to contribute approximately $160 million to our defined benefit pension plans in fiscal 2015 . However, it is possible that our assumptions or legislation may change, actual market performance may vary or we may decide to contribute a different amount. Therefore, the amount we contribute may vary materially. The expense for MEPPs for collective bargaining employees generally equals the contributions for these plans. We use a September 30 measurement date. The assumptions used to measure the benefit plan obligations at September 30 were: Pension Plans

Discount rate – U.S. Plans Rate of compensation increase – U.S. Plans Discount rate – Canadian Plans Rate of compensation increase – Canadian Plans Discount rate – SERP and Other Executive Plans Rate of compensation increase – SERP and Other Executive Plans

Postretirement plans

2014

2013

2014

2013

4.54% 2.00 - 3.00% 4.00% 3.00% 3.73 - 4.54% 3.00%

5.19% 2.00 - 2.50% 4.56% 3.00 - 3.25% 3.39 - 5.19% 3.00%

4.54% N/A 4.00% 3.00% N/A N/A

5.19% N/A 4.56% 3.00% N/A N/A

We determine the discount rate with the assistance of actuaries. At September 30, 2014 , the discount rate for the U.S. pension and postretirement plans was determined based on the yield on a theoretical portfolio of high-grade corporate bonds, and the discount rate for the Canadian pension, postretirement plans, SERP and the other executive plans was determined based on a yield curve developed by our actuary. The theoretical portfolio of high-grade corporate bonds used to select the September 30, 2014 78

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) discount rate for the U.S. pension plans includes bonds generally rated Aa- or better with at least $100 million outstanding par value and bonds that are non-callable (unless the bonds possess a “make whole” feature). The theoretical portfolio of bonds has cash flows that generally match our expected benefit payments in future years. Our assumption regarding the increase in compensation levels is reviewed periodically and the assumption is based on both our internal planning projections and recent history of actual compensation increases. We typically review our expected long-term rate of return on plan assets periodically through an asset allocation study with either our actuary or investment advisor. In fiscal 2015, our expected rate of return used to determine net periodic benefit cost is 7.88% for our U.S. plans and 6.88% for our Canadian plans. Our 2015 rates of return are based on an analysis of our long-term expected rate of return and our current asset allocation. During the fourth quarter of fiscal 2014 we partially settled obligations of certain of our defined benefit pension plans through lump sum payments to certain eligible former employees who were not currently receiving a monthly benefit. Eligible former employees whose present value of future pension benefits exceed a certain minimum threshold had the option to either voluntarily accept or not accept the offer and continue to be entitled to their monthly benefit upon retirement. Former employees with an aggregate pension benefit obligation of $248.8 million accepted the Pension Offer. Lump sum payments of $210.2 million were made out of existing plan assets. As a result of the settlement and remeasurement, we recorded a $38.6 million gain to other comprehensive income and a non-cash pre-tax charge to earnings of $47.9 million . The impact of the settlement is included in the change in benefit obligation, change in plan assets, net periodic pension cost and change in other comprehensive income tables that follow. Changes in benefit obligation for the years ended September 30 (in millions): Pension Plans 2014

Benefit obligation at beginning of fiscal year Service cost Interest cost Amendments Actuarial loss (gain) Plan participant contributions Benefits paid Business combinations Curtailments Settlements Foreign currency rate changes Benefit obligation at end of fiscal year

$

$

4,524.2 26.5 216.5 0.9 373.1 2.2 (258.5) — — (236.2) (78.1) 4,570.6

Postretirement Plans 2013

$

$

4,973.5 35.1 199.7 4.1 (380.3) 2.8 (260.4) — (0.8) (1.1) (48.4) 4,524.2

2014

$

$

130.2 1.2 5.7 (13.3) (1.9) 3.8 (14.8) 6.2 — — (4.0) 113.1

2013

$

$

166.2 1.6 6.5 (9.3) (17.9) 5.4 (17.3) — (2.7) — (2.3) 130.2

The accumulated benefit obligation of the pension plans was $4,529.3 million and $4,487.4 million at September 30, 2014 and 2013 , respectively. At September 30, 2014 and 2013 , no plan had a fair value of plan assets which exceeded its accumulated benefit obligation.

79

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Changes in plan assets for the years ended September 30 (in millions): Pension Plans 2014

Fair value of plan assets at beginning of fiscal year Actual gain on plan assets Employer contributions Plan participant contributions Benefits paid Settlements Foreign currency rate changes Fair value of plan assets at end of fiscal year

$

$

Postretirement Plans 2013

3,522.7 290.0 224.7 2.2 (258.5) (236.2) (66.2) 3,478.7

$

$

3,480.2 152.6 188.9 2.8 (260.4) (1.1) (40.3) 3,522.7

2014

$

2013

— — 11.0 3.8 (14.8) — — —

$

$

— — 11.9 5.4 (17.3) — — —

$

The table below sets forth the underfunded status recognized in the consolidated balance sheets at September 30 (in millions): Pension Plans

Other current liability Accrued pension and other long-term benefits Net amount recognized

$ $

(1.0) (1,090.9) (1,091.9)

Postretirement Plans 2013

2014

$ $

(26.3) (975.2) (1,001.5)

2014

$ $

(11.4) (101.7) (113.1)

2013

$ $

(11.9) (118.3) (130.2)

The increase in our pension plans underfunded status in fiscal 2014 is primarily attributable to a lower discount rate applied to the pension obligations as well as changes in mortality assumptions which were partially offset by gains on plan assets and contributions which exceeded interest and service costs. In fiscal 2014, for our U.S. pension and postretirement plans, we considered the new mortality tables from the Society of Actuaries and evaluated our mortality experience to establish mortality assumptions. Based on our experience and in consultation with our actuaries, we utilized the base RP-2000 mortality tables with a 5% increase, and applied Scale BB with generational improvements. For fiscal 2013, our U.S. plans utilized the RP-2000 mortality tables and applied Scale AA with generational improvements. In fiscal 2014, our Canadian pension and postretirement plans utilized the 2014 Private Sector Canadian Pensioners Mortality Table adjusted to reflect industry and our mortality experience and applied CPM Improvement Scale B with generational improvements. For fiscal 2013, our Canadian plans utilized the 1994 Uninsured Pensioners (1994-UP) mortality tables and applied Scale AA with generational improvements.

80

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The pre-tax amounts in accumulated other comprehensive loss (income) at September 30 not yet recognized as components of net periodic pension cost, including the noncontrolling interest, consist of (in millions): Pension Plans 2014

Net actuarial loss (gain) Prior service cost (credit) Total accumulated other comprehensive loss (income)

$

820.7 7.5 828.2

$

Postretirement Plans 2013

$

2014

551.2 7.8 559.0

$

$

2013

(18.0) (22.8) (40.8)

$

$

(17.9) (10.9) (28.8)

$

The pre-tax amounts recognized in other comprehensive loss (income), including the noncontrolling interest, are as follows at September 30 (in millions): Pension Plans 2014

Net actuarial loss (gain) arising during period $ Amortization and settlement recognition of net actuarial (loss) gain Prior service cost (credit) arising during period Amortization of prior service (cost) credit Net other comprehensive loss (income) recognized $

Postretirement Plans

2013

335.2 (65.7) 0.9 (1.2) 269.2

$

$

(286.6) (39.3) 4.1 (1.2) (323.0)

2012

$

$

377.6 (21.4) 2.6 (0.8) 358.0

2014

$

$

(1.9) 1.8 (13.3) 1.4 (12.0)

2013

$

$

(17.3) — (9.3) (0.3) (26.9)

2012

$

$

(2.5) — (0.5) 0.1 (2.9)

The net periodic pension cost recognized in the consolidated statements of income is comprised of the following for fiscal years ended (in millions):

Pension Plans 2014

Service cost Interest cost Expected return on plan assets Amortization of net actuarial loss (gain) Amortization of prior service cost (credit) Curtailment gain Settlement loss Company defined benefit plan expense Multiemployer and other plans Net pension cost

$

$

Postretirement Plans

2013

26.5 216.5 (252.9) 17.8 1.2 — 47.9 57.0 6.2 63.2

81

$

$

35.1 199.7 (247.3) 38.9 1.2 — 0.4 28.0 20.3 48.3

2012

$

$

30.1 221.4 (222.1) 21.4 0.8 — — 51.6 9.8 61.4

2014

$

$

1.2 5.7 — (1.8) (1.4) — — 3.7 — 3.7

2013

$

$

1.6 6.5 — — 0.3 (2.7) — 5.7 — 5.7

2012

$

$

1.5 7.8 — — (0.1) — — 9.2 — 9.2

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The assumed health care cost trend rates used in measuring the APBO are as follows at September 30: 2014

U.S. Plans Health care cost trend rate assumed for next year Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) Year the rate reaches the ultimate trend rate Canadian Plans Health care cost trend rate assumed for next year Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) Year the rate reaches the ultimate trend rate

8.88% 5.00% 2030 7.10% 4.70% 2029

The effect of a 1% change in the assumed health care cost trend rate would increase and decrease the APBO as of September 30, 2014 by approximately $ 5 million and would increase and decrease the annual net periodic postretirement benefit cost for 2014 by an immaterial amount. Weighted-average assumptions used in the calculation of benefit plan expense for fiscal years ended: Pension Plans

Discount rate – U.S. Plans Rate of compensation increase – U.S Plans Expected long-term rate of return on plan assets – U.S. Plans Discount rate – Canadian Plans Rate of compensation increase – Canadian Plans Expected long-term rate of return on plan assets – Canadian Plans Discount rate – SERP and Other Executive Plans Rate of compensation increase SERP and Other Executive Plans

Postretirement Plans

2014

2013

2012

2014

2013

5.19% 2.00 - 2.50%

4.22% 2.00 - 2.50%

5.27% 2.75 - 3.32%

5.19% N/A

4.22% N/A

2012

5.27% N/A

7.50% 4.30 - 4.56% 3.00 - 3.25%

7.50% 4.14% 3.00 - 3.25%

8.00% 3.51 - 4.90% 3.00 - 3.25%

N/A 4.56% 3.00%

N/A 4.14% 3.00%

N/A 4.90% 3.00%

6.88% 3.39 - 5.19%

6.88% 2.57 - 4.22%

3.51 - 6.00% 0.87 - 4.61%

N/A N/A

N/A N/A

N/A N/A

3.00%

6.00%

6.00%

N/A

N/A

N/A

The estimated losses that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in fiscal 2015 are as follows (in millions):

Pension Plans

Actuarial loss (gain) Prior service cost (credit)

$ $

82

35.0 1.1 36.1

Postretirement Plans

$ $

(1.4) (3.3) (4.7)

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Our projected estimated benefit payments (unaudited), which reflect expected future service, as appropriate, are as follows (in millions):

Pension Plans

Fiscal 2015 Fiscal 2016 Fiscal 2017 Fiscal 2018 Fiscal 2019 Fiscal Years 2020 – 2024

$

274.4 270.4 273.9 276.9 278.9 1,425.4

Postretirement Plans

$

11.5 10.2 9.3 8.9 8.8 39.6

The following tables summarize our pension plan assets measured at fair value on a recurring basis (at least annually) as of September 30, 2014 and September 30, 2013 (in millions): Quoted Prices in Active Markets for Identical Assets (Level 1)

September 30, 2014

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Equity securities: U.S. equities (a) Non-U.S. equities (a) Hedged equities (a) Fixed income securities:

$

U.S. government securities (b) Non-U.S. government securities (c) U.S. corporate bonds

179.0 620.5 276.4

179.0 76.4 —

$

— 544.1 276.4

$

— — —

100.0

—

100.0

—

124.9

30.7

94.2

—

643.8

61.7

582.1

—

346.6

48.5

298.1

—

24.3

—

24.3

—

234.0

—

234.0

—

309.9

309.9

—

—

365.5

—

324.9

40.6

(c)

Non-U.S. corporate bonds (c) Mortgage-backed securities (c) Other fixed income (d) Short-term investments

$

(e)

Other investments: Alternative investments (f) Global multi-asset investments (g) $

253.8 3,478.7

83

$

— 706.2

$

253.8 2,731.9

$

— 40.6

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

September 30, 2013

Equity securities: U.S. equities (a) Non-U.S. equities (a) Hedged equities (a) Fixed income securities: U.S. government securities (b) Non-U.S. government securities (c) U.S. corporate bonds (c) Non-U.S. corporate bonds (c) Mortgage-backed securities (c) Other fixed income (d) Short-term investments (e) Other investments: Alternative investments (f)

$

$

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

318.0 $ 810.4 267.2

133.7 $ 58.1 —

184.3 $ 752.3 267.2

— — —

127.8 94.2 675.8 478.3 49.2 225.3 113.8

— — 106.3 170.8 — — 113.8

127.8 94.2 569.5 307.5 49.2 225.3 —

— — — — — — —

362.7 3,522.7 $

— 582.7

$

302.3 2,879.6 $

60.4 60.4

(a)

Equity securities are comprised of the following investment types: (i) common stock; (ii) preferred stock; (iii) equity exchange traded funds; (iv) hedged equity investments and (v) commingled equity funds. Level 1 investments in common and preferred stocks and exchange traded funds are valued using quoted market prices multiplied by the number of shares owned. The level 2 hedged equity investment is a commingled fund that consists primarily of equity indexed investments which are hedged by options and also holds collateral in the form of short term treasury securities. The commingled fund investments are valued at the net asset value per share multiplied by the number of shares held. The determination of net asset value for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.

(b)

U.S. government securities include treasury and agency debt. These investments are valued using broker quotes in an active market.

(c)

The level 1 non-U.S. government securities investment is an exchange traded fund valued using quoted market prices. The level 1 U.S. corporate bonds category is primarily comprised of U.S. dollar denominated investment grade securities and valued using quoted market prices. Level 2 investments are valued utilizing a market approach that includes various valuation techniques and sources such as value generation models, broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads, and/or other applicable reference data. Level 2 commingled debt funds are valued at their net asset value per share multiplied by the number of shares held. The determination of net asset value for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.

(d)

Other fixed income is comprised of municipal and asset-backed securities. Investments are valued utilizing a market approach that includes various valuation techniques and sources such as, broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads and/or other applicable reference data.

(e)

Short-term investments are valued at $1.00/unit, which approximates fair value. Amounts are generally invested in interest-bearing accounts.

(f)

The alternative investments are diversified across multiple asset managers and several types of asset classes including hedge funds, private equity partnerships and real estate funds. The level 2 hedge funds are valued at net asset value. Fair value of the level 3 private equity partnerships is determined based on discounted cash flow analysis that utilizes unobservable inputs such as weighted average cost of capital ranging from 9.1% to 17.2% for 2014 and 8.8% to 16.1% for 2013; residual growth rate assumptions ranging from 1.5% to 4.0% for 2014 and 1.0% to 4.0% for 2013; revenue growth rates ranging from 2.7% to 6.3% for 2014 and 2.2% to 6.6% for 2013; and EBITDA of market comparable companies with multiples ranging from 6.8 84

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) to 10.0 for 2014 and 7.0 to 13.2 for 2013. The fair value of our real estate funds is based on the utilization of various unobservable inputs including but not limited to rental rate factors ranging from 0% to 25% for 2014 and 2013; capitalization rates ranging from 5% to 8% for 2014 and 2013; discount rates ranging from 7% to 9% for 2014 and 2013; and inflation rates ranging from 0% to 5% for 2014 and 2013. (g)

The global multi-asset investment is a commingled fund with underlying investments that are diversified across multiple asset classes and include global equity, fixed income securities, commodities, and derivative contracts. The commingled fund is valued at its net asset value per share multiplied by the number of shares held. The determination of net asset value for the commingled fund includes market pricing of the underlying assets as well as broker quotes and other valuation techniques. The following table summarizes the changes in our Level 3 pension plan assets for the years ended September 30, 2014 and 2013 (in millions): Alternative Investments

Balance as of September 30, 2012 Purchases, sales, issuances, and settlements, net Actual return on plan assets: Relating to instruments still held at end of year Relating to instruments sold during the year Balance as of September 30, 2013 Purchases, sales, issuances, and settlements, net Actual return on plan assets: Relating to instruments still held at end of year Relating to instruments sold during the year Balance as of September 30, 2014

$

$

$

63.3 (9.0) 2.5 3.6 60.4 (20.6) (8.3) 9.1 40.6

Various alternative investments are subject to initial one-year lock-up restrictions with monthly or quarterly redemption requirements that include a specified notice period in order to liquidate. In fiscal 2012, these lock-up restrictions expired and the alternative investments were transferred to Level 2. Multiemployer Plans We participate in several MEPPs administered by labor unions that provide retirement benefits to certain union employees in accordance with various CBAs. Approximately 46% of our employees are covered by CBAs, of which approximately 33% are covered by CBAs that have expired and another 14% are covered by CBAs that expire within one year. Approximately 14% of our CBAs participate in the Pace Industry Union-Management Pension Fund. As one of many participating employers in these MEPPs, we are generally responsible, along with other participating employers for any plan underfunding. Our contributions to a particular MEPP are established by the applicable CBAs; however, our required contributions may increase based on the funded status of an MEPP and legal requirements such as those of the Pension Act, which requires substantially underfunded MEPPs to implement a FIP or a RP to improve their funded status. Factors that could impact funded status of an MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions and the utilization of extended amortization provisions. A FIP or RP requires a particular MEPP to adopt measures to correct its underfunded status. These measures may include, but are not limited to an increase in our contribution rate to the applicable CBA, a reallocation of the contributions already being made by participating employers for various benefits to individuals participating in the MEPP, and/or a reduction in the benefits to be paid to future and/or current retirees. In addition, the Pension Act requires that a 5% surcharge be levied on employer contributions for the first year commencing shortly after the date the employer receives notice that the MEPP is in critical status (also referred to as red status) and a 10% surcharge on each succeeding year until a CBA is in place with terms and conditions consistent with the RP.

85

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) We could also be obligated to make future payments to MEPPs if we either cease to have an obligation to contribute to the MEPP or significantly reduce our contributions to the MEPP because we reduce our number of employees who are covered by the relevant MEPP for various reasons, including, but not limited to, layoffs or closures, assuming the MEPP has unfunded vested benefits. The amount of such payments (known as a complete or partial withdrawal liability) generally would equal our proportionate share of the MEPPs' unfunded vested benefits. We believe that certain of the MEPP's in which we participate have material unfunded vested benefits. Our share of the contributions in the Pace Industry Union-Management Pension Fund exceeded 5% of total plan contributions for certain plan years. Due to uncertainty regarding future factors that could trigger a withdrawal liability, as well as the absence of specific information regarding matters such as the MEPP's current financial situation due in part to delays in reporting, the potential withdrawal or bankruptcy of other contributing employers, the impact of future plan performance or the success of current and future funding improvement or rehabilitation plans to restore solvency to the plans, we are unable to determine with certainty the amount and timing of any future withdrawal liability, changes in future funding obligations, or the impact of increased contributions, including those that could be triggered by a mass withdrawal of other employers from a MEPP. There can be no assurance that the impact of increased contributions, future funding obligations or future withdrawal liabilities will not be material to our results of operations, financial condition or cash flows. At September 30, 2014 and September 30, 2013 , we had a withdrawal liability recorded of $17.8 million and $17.1 million , respectively. Contributions in the table below, for fiscal 2014 and fiscal 2013, exclude $0.7 million and $13.2 million , respectively, accrued related to withdrawal liabilities. The following table lists our participation in our multiemployer and other plans that are individually significant for the years ended September 30 (in millions):

Pension Fund

U.S. Multiemployer plans: Pace Industry Union-Management Pension Fund (b) Other Funds

EIN / Pension Plan Number

Pension Protection Act Zone Status 2014

2013

Red

Red

FIP / RP Status Pending / Implemented 2014

(b)

Surcharge imposed?

(a)

2013

Implemented

Expiration CBA

2012

11-6166763 / 001

Total Contributions: (a)

Contributions

$

3.5 2.0

$

3.9 3.2

$

3.6 6.2

$

5.5

$

7.1

$

9.8

Yes

9/30/14 to 12/31/2019

Contributions represent the amounts contributed to the plan during the fiscal year. Our contributions for fiscal 2013 and 2012 exceeded 5% of total plan contributions. Although the plan data for fiscal 2014 is not yet available, we would expect to continue to exceed 5% of total plan contributions. Defined Contribution Plans

We have 401(k) and other defined contribution plans that cover our U.S. and Canadian salaried and nonunion hourly employees as well as certain employees covered by union CBAs, subject to an initial waiting period. The 401(k) plans permit participants to make contributions by salary reduction pursuant to Section 401(k) of the Code. Due primarily to acquisitions, we have plans with varied terms. At September 30, 2014 the company contributions are generally up to 3% to 4% . During fiscal 2014 , 2013 and 2012 , we recorded expense of $34.3 million , $29.9 million and $31.8 million , respectively, related to the 401(k) plans and defined contribution plans. Supplemental Retirement Plans We have Supplemental Plans that are nonqualified deferred compensation plans. We intend to provide participants with an opportunity to supplement their retirement income through deferral of current compensation. These plans are divided into a broad based section, an individual retirement account section and a senior executive section. The broad based section was put into effect on January 1, 2006 for certain highly compensated employees whose 401(k) contributions were capped at a maximum deferral rate in certain 401(k) plans in an effort to pass the nondiscrimination tests in those plans. Participants in the broad based section of the plan can contribute base pay up to a certain maximum dollar amount determined annually. In addition, amounts are contributed for certain executives whose participation in our pension plans is limited or excluded. Contributions in the broad based section of the plan are not matched. Amounts deferred and payable under the Supplemental Plans are our unsecured obligations (the “Obligations” ) and rank equally with our other unsecured and unsubordinated indebtedness outstanding. Each participant in the senior executive portion of the plan elects the amount of eligible base salary and/or eligible bonus to be deferred to a maximum 86

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) deferral of 6% of base salary and eligible bonus. We match $0.50 on the dollar of the amount contributed by participants in the senior executive section. Each Obligation will be payable on a date selected by us pursuant to the terms of the Supplemental Plans. Generally, we are obligated to pay the Obligations after termination of the participant’s employment or in certain emergency situations. We will adjust each participant’s account for investment gains and losses under the Supplemental Plans in accordance with the participant’s investment election or elections (or default election or elections) as in effect from time to time. We will make all such adjustments at the same time and in accordance with the same procedures followed under our 401(k) plans for crediting investment gains and losses to a participant’s account under our 401(k) plans. The Obligations are denominated and payable in U.S. dollars. The amount recorded for both the asset and liability was approximately $13.9 million at September 30, 2014 . The investment alternatives available under the Supplemental Plans are generally similar to investment alternatives you would find available under 401(k) plans. The recorded expense for the current fiscal year and the preceding two fiscal years was not significant. Note 13.

Shareholders’ Equity

Capitalization Our capital stock consists solely of Common Stock. Holders of our Common Stock are entitled to one vote per share. Our articles of incorporation also authorize preferred stock, of which no shares have been issued. The terms and provisions of such shares will be determined by our board of directors upon any issuance of such shares in accordance with our articles of incorporation. Stock Repurchase Plan Our board of directors has approved a stock repurchase plan that allows for the repurchase of shares of Common Stock over an indefinite period of time at the discretion of our management. Our stock repurchase plan does not allow for the shares available for repurchase to be split adjusted. Our stock repurchase plan, as amended in November 2013 and September 2014 following our stock split, allows for the repurchase of a total of 16.9 million shares of Common Stock, an increase from the 6.0 million previously authorized at September 30, 2013. Pursuant to our repurchase plan, in fiscal 2014, we repurchased approximately 4.0 million shares (or 4.7 million shares split adjusted) for an aggregate cost of $236.3 million . In fiscal 2013 and 2012, we did not repurchase any shares of Common Stock. As of September 30, 2014 , we had remaining authorization to purchase approximately 8.7 million shares of Common Stock. Note 14.

Share-Based Compensation

Stock-based Compensation Plan We issue nonqualified stock options and restricted stock to certain key employees and our directors pursuant to our 2004 Incentive Stock Plan. We also have options and restricted stock outstanding under our preexisting 2000 Incentive Stock Plan. We also maintain an ESPP Plan that provides for the purchase of shares by qualifying employees at a 15% discount. Our 2004 Incentive Stock Plan allows for the granting of options and restricted stock, stock appreciation rights and restricted stock units to certain key employees and directors for the issuance of approximately 15.8 million shares of Common Stock. As of September 30, 2014 , approximately 4.8 million shares remained available for the future grant of awards. If all currently outstanding adjustable restricted stock awards achieve the maximum adjustment of target, approximately 1.7 million additional shares would be issued and would reduce the number of shares available for future grant by the same amount. In connection with the Smurfit-Stone Acquisition, we assumed the Smurfit-Stone equity incentive plan, which was renamed the Rock-Tenn Company (SSCC) Equity Incentive Plan. The shares available for issuance, and stock options and unvested restricted stock units outstanding at the time of the Smurfit-Stone Acquisition, under the Smurfit-Stone plan were converted into shares of our Common Stock and options and restricted stock units, as applicable, with respect to shares of our Common Stock using the conversion factor as described in the merger agreement. The number of shares available under this plan upon conversion was approximately 7.9 million shares. As of September 30, 2014 , approximately 5.2 million shares remained available for future grants exclusively to legacy Smurfit-Stone employees who have continued employment with RockTenn; however, we have determined that we will not make any more grants of awards pursuant to the Rock-Tenn Company (SSCC) Equity Incentive Plan. Our results of operations for the fiscal years ended September 30, 2014 , 2013 and 2012 include share-based compensation expense of $42.6 million , $46.5 million and $29.2 million , respectively. The total income tax benefit in the results of operations 87

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) in connection with share-based compensation was $16.8 million , $17.4 million and $11.1 million , for the fiscal years ended September 30, 2014 , 2013 and 2012 , respectively. ASC 718 requires that the benefits of tax deductions in excess of recognized compensation cost are reported as a financing cash flow. Excess tax benefits of approximately $15.1 million , $6.0 million and $10.0 million were included in cash used for financing activities in fiscal 2014 , 2013 and 2012 , respectively. Cash received from share-based payment arrangements for the fiscal years ended September 30, 2014 , 2013 and 2012 was $6.9 million , $13.4 million and $17.3 million , respectively. Stock Options Options granted under our plans have an exercise price equal to the closing market price on the date of the grant, generally vest in 3 years and have 10 -year contractual terms. However, a portion of our grants are subject to earlier expense recognition due to retirement eligibility rules. Our option grants provide for accelerated vesting if there is a change in control (as defined in the applicable plan). However, the Compensation Committee of the board of directors has determined that effective with the fiscal 2013 grants, other than circumstances such as death and disability, the grants will include a provision requiring both a change of control and termination of employment to accelerate vesting. At the date of grant, we estimate the fair value of options granted using a Black-Scholes option pricing model. We use historical data to estimate option exercises and employee terminations in determining the expected term in years for stock options. Expected volatility is calculated based on the historical volatility of our stock. The risk-free interest rate is based on U.S. Treasury securities in effect at the date of the grant of the stock options. The dividend yield is estimated based on our historic annual dividend payments and current expectations for the future. We applied the following weighted average assumptions to estimate the fair value of stock option grants made in the following periods: 2014

Expected term in years Expected volatility Risk-free interest rate Dividend yield

2013

6.9 43.9% 2.1% 1.4%

2012

5.8 44.0% 1.0% 1.4%

5.3 47.3% 0.8% 1.4%

The table below summarizes the changes in all stock options during the year ended September 30, 2014 :

Weighted Average Exercise Price

Shares

Weighted Average Remaining Contractual Term (in years)

Aggregate Intrinsic Value (in millions)

Outstanding at September 30, 2013 Granted Exercised Forfeited Outstanding at September 30, 2014

2,367,502 297,650 (570,278) (20,230) 2,074,644

$

24.94 50.75 17.25 35.84

$

30.65

5.8 $

36.1

Exercisable at September 30, 2014

1,178,854

$

23.10

3.8 $

28.9

Vested and expected to vest at September 30, 2014

2,039,766

$

30.41

5.7 $

35.9

The weighted average grant date fair value for options granted during the fiscal years ended September 30, 2014 , 2013 and 2012 was $20.74 , $14.55 and $11.90 per share, respectively. The aggregate intrinsic value of options exercised during the years ended September 30, 2014 , 2013 and 2012 was $17.8 million , $16.1 million and $13.5 million , respectively.

88

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) As of September 30, 2014 , there was $5.5 million of total unrecognized compensation cost related to nonvested stock options; that cost is expected to be recognized over a weighted average remaining vesting period of 1.3 years. Where applicable, we amortize these costs using the accelerated attribution method. Restricted Stock Restricted stock is typically granted annually to non-employee directors and certain of our employees. Our non-employee director awards have a service condition and generally vest over one year and are treated as issued and carry dividend and voting rights until they vest. The vesting provisions for our employees may vary from grant to grant; however, vesting generally is contingent upon meeting various service and/or performance or market goals including, but not limited to, achievement of various financial targets including Cash Flow Per Share and Cash Flow to Equity Ratio (each as defined in the award documents). Subject to the level of performance attained, the target award of some of the grants may be increased up to 200% of target or decreased to zero depending upon the terms of the individual grant. The employee grants generally vest over a period of 3 years. Our grants provide for accelerated vesting if there is a change in control (as defined in the applicable plan). However, the Compensation Committee of the board of directors has determined that effective with the fiscal 2013 grants, other than circumstances such as death and disability, the grants will include a provision requiring both a change of control and termination of employment to accelerate vesting. At September 30, 2014 and September 30, 2013 , shares of restricted stock of less than 0.1 million and 0.1 million , respectively, granted to our non-employee directors are reflected in our accompanying balance sheets as issued that have not yet met the service condition to vest. The table below summarizes the changes in unvested restricted stock awards during the year ended September 30, 2014 : Weighted Average Grant Date Fair Value

Shares

Unvested at September 30, 2013

1,755,120

Granted

567,988 (530,668) (47,080) 1,745,360

Vested Forfeited Unvested at September 30, 2014 (1) (1)

$

35.68

$

49.22 34.40 38.84 40.39

Target awards, net of subsequent forfeitures, granted in fiscal 2014 , 2013 and 2012 of 470,660 , 587,390 and 630,750 shares, respectively, may be increased to 200% of the target or decreased to zero , subject to the level of performance attained. The awards are reflected in the table at the target award amount of 100% . Based on current facts and assumptions we are forecasting the performance of the fiscal 2014, fiscal 2013 and fiscal 2012 grants to be attained at approximately 190% , 200% and 200% of target, respectively. However, it is possible that the performance attained may vary.

There was approximately $51.1 million of unrecognized compensation cost related to all unvested restricted shares as of September 30, 2014 that will be recognized over a weighted average remaining vesting period of 1.3 years. The following table represents a summary of restricted stock vested in fiscal 2014 , 2013 and 2012 (in millions, except shares): 2014

Shares of restricted stock vested Aggregate fair value of restricted stock vested

$

89

530,668 28.8

2013

$

759,686 26.6

2012

$

990,736 33.6

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table represents a summary of restricted stock shares granted in fiscal 2014 , 2013 and 2012 with terms defined in the applicable grant letters. The shares are not deemed to be issued and carry dividend and voting rights until the relevant conditions defined in the award documents have been met, unless otherwise noted. 2014

Shares of restricted stock granted to non-employee directors

2013

2012

(1)

21,500

23,850

41,400

51,218

240,586

—

482,710

—

—

—

628,240

779,100

12,560 567,988

30,000 922,676

— 820,500

Shares of restricted stock granted to employees: Shares granted for attainment of a performance condition at an amount in excess of target (2) Shares granted with a service condition and a Cash Flow Per Share performance condition at target (3) Shares granted with a service condition and a Cash Flow to Equity Ratio performance condition at target (3) Shares granted with a service condition (4) Total restricted stock granted (1)

Non-employee director grants generally vest over one year and are deemed issued on the grant date and have voting and dividend rights.

(2)

Shares issued in fiscal 2014 for the fiscal 2011 Cash Flow to Equity Ratio were at between 110.56% and 115.29% of target. Shares issued in fiscal 2013 for the fiscal 2010 Cash Flow to Equity Ratio were at 150% of target.

(3)

These employee grants vest over approximately three years and have adjustable ranges from 0 - 200% of target subject to the level of performance attained in the respective award agreement.

(4)

These shares vest over three to four years.

Expense is recognized on grants with a performance condition and service condition on a straight-line basis over the explicit service period when we estimate that it is probable the performance conditions will be satisfied. Expense recognized on grants with a performance condition that affects how many shares are ultimately awarded is based on the number of shares expected to be awarded. Expense is recognized on grants with a market condition and service condition on a straight-line basis over the requisite service period, which is based on the explicit service period. Employee Stock Purchase Plan Under the ESPP Plan, shares of Common Stock are reserved for purchase by our qualifying employees. The ESPP Plan allows for the purchase of a total of approximately 8.6 million shares of Common Stock. During fiscal 2014 , 2013 and 2012 , employees purchased approximately 0.1 million , 0.1 million and 0.1 million shares, respectively, under the ESPP Plan. We recognized $0.8 million , $0.7 million and $0.6 million of expense for fiscal 2014 , 2013 and 2012 , respectively, related to the 15% discount on the purchase price allowed to employees. As of September 30, 2014 , approximately 1.3 million shares of Common Stock remained available for purchase under the ESPP Plan. Note 15.

Related Party Transactions

We sell products to affiliated companies. Net sales to the affiliated companies for the fiscal years ended September 30, 2014 , 2013 and 2012 were approximately $367.3 million , $308.7 million and $353.3 million , respectively. Accounts receivable due from the affiliated companies at September 30, 2014 and 2013 was $59.1 million and $59.9 million , respectively, and was included in accounts receivable on our consolidated balance sheets. Note 16.

Commitments and Contingencies

Capital Additions Estimated costs for future purchases of fixed assets that we are obligated to purchase as of September 30, 2014 , total approximately $109.7 million . 90

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Environmental and Other Matters Environmental compliance requirements are a significant factor affecting our business. We employ processes in the manufacture of pulp, paperboard and other products which result in various discharges, emissions and wastes. These processes are subject to numerous federal, state, local and foreign environmental laws and regulations. We operate and expect to continue to operate, under environmental permits and similar authorizations from various governmental authorities that regulate such discharges, emissions and wastes. Environmental programs in the U.S. are primarily established, administered and enforced at the federal level by the EPA. In addition, many of the jurisdictions in which we operate have adopted equivalent or more stringent environmental laws and regulations or have enacted their own parallel environmental programs. In 2004, the EPA promulgated a MACT regulation that established air emissions standards and other requirements for industrial, commercial and institutional boilers. The rule was challenged by third parties in litigation, and in 2007, the U.S. Court of Appeals for the D.C. Circuit issued a decision vacating and remanding the rule to the EPA. Under court order, the EPA published a set of four interrelated rules in March 2011, commonly referred to as Boiler MACT. The EPA also published notice in March 2011 that it would reconsider certain aspects of Boiler MACT in order to address “difficult technical issues” raised during the public comment period. On December 20, 2012, the EPA took final action on its proposed reconsideration of certain provisions of the March 2011 Boiler MACT rules. The Boiler MACT reconsideration rules included certain adjustments based on the EPA’s review of existing and new data provided after the March 2011 standards were issued. For the Company’s boilers where capital may be necessary for compliance, the final December 2012 rule requires compliance by January 31, 2016, subject to a possible oneyear extension. Several environmental, industry and other groups have filed legal challenges to the December 2012 final Boiler MACT rules. We cannot predict with certainty how any of the legal challenges will impact our Boiler MACT strategies and costs. Certain jurisdictions in which the Company has manufacturing facilities or other investments have taken actions to address climate change. In the U.S., the EPA has issued the Clean Air Act permitting regulations applicable to certain facilities that emit GHG. However, on June 23, 2014, the U.S. Supreme Court issued a decision holding that the EPA may not treat GHG emissions as an air pollutant for purposes of determining whether a source is a major source required to obtain a PSD or Title V permit. The Supreme Court also said that the EPA could continue to require that PSD permits otherwise required based on emissions of conventional pollutants contain limitations on GHG emissions based on the application of Best Available Control Technology. The EPA is continuing to examine the implications of the Supreme Court’s decision, including how the EPA will need to revise its permitting regulations and related impacts to state programs. The EPA also has promulgated a rule requiring facilities that emit 25,000 metric tons or more of carbon dioxide equivalent per year to file an annual report of their emissions. Some U.S. states and Canadian provinces in which RockTenn has manufacturing operations are also taking measures to reduce GHG emissions. For example, Quebec, has become a member of the Western Climate Initiative, which is a collaboration among California and certain Canadian provinces, Mexican states and tribes that have joined together to create a cap-and-trade program to reduce GHG emissions. On November 18, 2009, Quebec adopted a target of reducing GHG emissions by 20% below 1990 levels by 2020. In December 2011, Quebec issued a final regulation establishing a regional cap-and-trade program that required reductions in GHG emissions from covered emitters as of January 1, 2013. Enactment of the Quebec cap-and-trade program may require expenditures to meet required GHG emission reduction requirements in future years. Such requirements also may increase energy costs above the level of general inflation and result in direct compliance and other costs. However, we do not believe that compliance with the requirements of the new cap-and-trade program will have a material adverse effect on our operations or financial condition. We have systems in place for tracking the GHG emissions from our energy-intensive facilities, and we carefully monitor developments in climate change laws, regulations and policies to assess the potential impact of such developments on our operations and financial condition. In addition to Boiler MACT and GHG standards, the EPA has finalized a number of other environmental rules that may impact the pulp and paper industry, including National Ambient Air Quality Standards for nitrogen oxide, sulfur dioxide and fine particulate matter. The EPA is also revising existing environmental standards and developing several new rules that may apply to the industry in the future. We cannot currently predict with certainty how any future changes in environmental laws, regulations and/or enforcement practices will affect our business; however, it is possible that our compliance with new environmental standards may require substantial additional capital expenditures and/or operating costs could increase materially. On October 1, 2010, our Hopewell, VA containerboard mill received a NOV from EPA Region III alleging certain violations of regulations that require treatment of kraft pulping condensates. We strongly disagree with the assertion of the violations in the NOV and are currently engaged in settlement negotiations regarding the matters alleged in the NOV. We believe that any potential fine relating to those matters will not have a significant adverse effect on our results of operations, financial condition or cash flows. We also are involved in various other administrative proceedings relating to environmental matters that arise in the normal 91

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) course of business. Although the ultimate outcome of such matters cannot be predicted with certainty and we cannot at this time estimate any reasonably possible losses, management does not believe that the currently expected outcome of any environmental proceedings and claim that are pending or threatened against us will have a material adverse effect on our results of operations, financial condition or cash flows. We also face potential liability under CERCLA and analogous state laws as a result of releases, or threatened releases, of hazardous substances into the environment from various sites owned and operated by third parties at which Company-generated wastes have allegedly been deposited. Generators of hazardous substances sent to off-site disposal locations at which environmental problems exist, as well as the owners of those sites and certain other classes of persons, all of whom are referred to as PRPs and are, in most instances, subject to joint and several liability for response costs for the investigation and remediation of such sites under CERCLA and analogous state laws, regardless of fault or the lawfulness of the original disposal. Liability is typically shared with other PRPs and costs are commonly allocated according to relative amounts of waste deposited and other factors. On January 26, 2009, Smurfit-Stone and certain of its subsidiaries filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code. SmurfitStone’s Canadian subsidiaries also filed to reorganize in Canada. We believe that matters relating to previously identified third party PRP sites and certain facilities formerly owned or operated by Smurfit-Stone have been or will be satisfied claims in the Smurfit-Stone bankruptcy proceedings. However, we may face additional liability for cleanup activity at sites that existed prior to bankruptcy discharge, but are not currently identified. Some of these liabilities may be satisfied from existing bankruptcy reserves. We may also face liability under CERCLA and analogous state and other laws at other ongoing and future remediation sites where we may be a PRP. In addition to the above mentioned sites, certain of our current or former locations are being studied or remediated under various environmental laws and regulations. Based on current facts and assumptions, we do not believe that the costs of these projects will have a material adverse effect on our results of operations, financial condition or cash flows. However, the discovery of additional contamination or the imposition of additional obligations at these or other sites in the future could result in additional costs. We believe that we can assert claims for indemnification pursuant to existing rights we have under settlement and purchase agreements in connection with certain of our existing remediation sites. However, there can be no assurance that we will be successful with respect to any claim regarding these indemnification rights or that, if we are successful, any amounts paid pursuant to the indemnification rights will be sufficient to cover all our costs and expenses. We also cannot predict with certainty whether we will be required to perform remediation projects at other locations, and it is possible that our remediation requirements and costs could increase materially in the future and exceed current reserves. In addition, we cannot currently assess with certainty the impact that future federal, state or other environmental laws, regulations or enforcement practices will have on our results of operations, financial condition or cash flows. Our operations are subject to federal, state, local and foreign laws and regulations relating to workplace safety and worker health including OSHA and related regulations. OSHA, among other things, establishes asbestos and noise standards and regulates the use of hazardous chemicals in the workplace. Although we do not use asbestos in manufacturing our products, some of our facilities contain asbestos. For those facilities where asbestos is present, we believe we have properly contained the asbestos and/or we have conducted training of our employees in an effort to ensure that no federal, state or local rules or regulations are violated in the maintenance of our facilities. We do not believe that future compliance with health and safety laws and regulations will have a material adverse effect on our results of operations, financial condition or cash flows. As of September 30, 2014 , we had approximately $4.3 million reserved for environmental liabilities on an undiscounted basis, of which $2.8 million is included in other long-term liabilities and $1.5 million in other current liabilities. We believe the liability for these matters was adequately reserved at September 30, 2014 . Litigation In late 2010, Smurfit-Stone was one of nine U.S. and Canadian containerboard producers named as defendants in a lawsuit, in the U.S. District Court of the Northern District of Illinois, alleging that these producers violated the Sherman Act by conspiring to limit the supply and fix the prices of containerboard from mid2005 through November 8, 2010. RockTenn CP, LLC, as the successor to Smurfit-Stone, is a defendant with respect to the period after Smurfit-Stone’s discharge from bankruptcy in June 30, 2010 through November 8, 2010. The complaint seeks treble damages and costs, including attorney’s fees. The defendants’ motions to dismiss the complaint were denied by the court in April 2011. We believe the allegations are without merit and will defend this lawsuit vigorously. However, at this stage of the litigation, we are unable to predict the ultimate outcome or estimate a range of reasonably possible losses. 92

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) We are a defendant in a number of other lawsuits and claims arising out of the conduct of our business. While the ultimate results of such suits or other proceedings against us cannot be predicted with certainty, management believes the resolution of these other matters will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows. Guarantees We have made the following guarantees as of September 30, 2014 : •

we have a 49% ownership interest in Seven Hills. The joint venture partners guarantee funding of net losses in proportion to their share of ownership;

•

we have a wood chip processing contract with minimum purchase commitments which expires in 2017. As part of the agreement, we guarantee the third party contractors’ debt outstanding and have a security interest in the chipping equipment. At September 30, 2014 , the maximum potential amount of future payments related to the guarantee was approximately $5 million , which decreases ratably over the life of the contract. In the event the guarantee on the contract is called, proceeds from the liquidation of the chipping equipment would be based on current market conditions and we may not recover in full the guarantee payments made;

•

as part of acquisitions we have acquired unconsolidated entities for which we guarantee approximately $4 million in debt, primarily for bank loans; and

•

we lease certain manufacturing and warehousing facilities and equipment under various operating leases. A substantial number of these leases require us to indemnify the lessor in the event that additional taxes are assessed due to a change in the tax law. We are unable to estimate our maximum exposure under these leases because it is dependent on changes in the tax law.

Seven Hills Option Seven Hills commenced operations on March 29, 2001. Our partner in the Seven Hills joint venture has the option to require us to purchase its interest in Seven Hills, at a formula price, effective on the sixth or any subsequent anniversary of the commencement date by providing us notice two years prior to any such anniversary. The earliest date on which we could be required to purchase our partner’s interest is March 29, 2017. We have not recorded any liability for this unexercised option. We currently project this contingent obligation to purchase our partner’s interest (based on the formula) to be approximately $8 million at September 30, 2014 , which would result in a purchase price of approximately 47% of our partner’s net equity reflected on Seven Hills’ September 30, 2014 balance sheet. Note 17.

Segment Information

In the first quarter of fiscal 2014, we announced a realignment of our operating responsibilities and a related change to our segments for financial reporting purposes. Following the realignment we now report our results of operations in the following four reportable segments: Corrugated Packaging, consisting of our containerboard mills and our corrugated converting operations; Consumer Packaging, consisting of our coated and uncoated paperboard mills and consumer packaging converting operations; Merchandising Displays, consisting of our display and contract packaging services; and Recycling, which consists of our recycled fiber brokerage and collection operations. The change primarily reflects the creation of a Merchandising Displays segment which was removed from the Consumer Packaging segment; the realignment of one facility from our Corrugated Packaging segment to our Merchandising Displays segment; and, we changed the way we report net sales from our Recycling facilities to our mills. The impact of the Recycling segment net sales change is to treat the recovered paper procured for our mills as a transfer with an administrative fee which is reflected in segment sales instead of the previously reported sale transaction between the segments. We have reclassified our results for all periods presented herein.

93

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Some of our operations included in the segments are located in Canada, Mexico, Chile, Argentina, Puerto Rico and China. The table below reflects financial data of our foreign operations for each of the past three fiscal years (in millions, except percentages):

Years Ended September 30, 2014

Foreign net sales to unaffiliated customers Foreign segment income Foreign long-lived assets Foreign operations as a percent of consolidated operations: Foreign net sales to unaffiliated customers Foreign segment income Foreign long-lived assets

$ $ $

2013

1,191.8 109.6 379.6 12.0% 10.5% 6.5%

$ $ $

2012

1,272.5 95.9 444.6

$ $ $

13.3% 9.7% 8.0%

1,238.6 48.7 496.7 13.5% 6.8% 8.9%

The foreign net sales to unaffiliated customers, segment income and long-lived assets are primarily associated with operations in Canada. We evaluate performance and allocate resources based, in part, on profit from operations before income taxes, interest and other items. The accounting policies of the reportable segments are the same as those described in “ Note 1. Description of Business and Summary of Significant Accounting Policies ”. We account for intersegment sales at prices that approximate market prices. For segment reporting purposes, we include our equity in income of unconsolidated entities in segment income, as well as our investments in unconsolidated entities in segment identifiable assets, neither of which is material. Certain income and expenses are not allocated to our segments and, thus, the information that management uses to make operating decisions and assess performance does not reflect such amounts. Items not allocated are reported as non-allocated expenses or in other line items in the table below after segment income.

94

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table shows selected operating data for our segments (in millions): Years Ended September 30, 2014

Net sales (aggregate): Corrugated Packaging Consumer Packaging Merchandising Displays Recycling Total Less net sales (intersegment): Corrugated Packaging Consumer Packaging Merchandising Displays Recycling Total Net sales (unaffiliated customers): Corrugated Packaging Consumer Packaging Merchandising Displays Recycling Total

$

$ $

$ $

$

2013

6,903.7 1,983.5 851.9 363.2 10,102.3

$

137.5 31.9 17.3 20.5 207.2

$

6,766.2 1,951.6 834.6 342.7 9,895.1

$

719.0 238.8 72.6 9.0 1,039.4 (47.9) (55.6) (72.7) (95.3) — 2.4 770.3

$

$

$

$

2012

6,661.7 1,898.7 674.6 494.1 9,729.1

$

115.6 25.1 17.1 25.9 183.7

$

6,546.1 1,873.6 657.5 468.2 9,545.4

$

$

$

$

6,169.4 1,919.3 656.0 650.5 9,395.2 122.3 25.9 14.6 24.8 187.6 6,047.1 1,893.4 641.4 625.7 9,207.6

Segment income: Corrugated Packaging Consumer Packaging Merchandising Displays Recycling Segment income Pension lump sum settlement expense Restructuring and other costs, net Non-allocated expenses Interest expense Loss on extinguishment of debt Interest income and other (expense) income, net Income before income taxes

$

$

95

$

678.8 231.3 64.4 14.4 988.9 — (78.0) (92.1) (106.9) (0.3) (0.9) 710.7

$

$

363.7 277.2 70.3 7.1 718.3 — (75.2) (109.7) (119.7) (25.9) 1.3 389.1

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table shows selected operating data for our segments (in millions): Years Ended September 30, 2014

Identifiable assets: Corrugated Packaging Consumer Packaging Merchandising Displays Recycling Assets held for sale Corporate Total

$

$

Goodwill: Corrugated Packaging Consumer Packaging Merchandising Displays Recycling Total

$

$

Depreciation and amortization: Corrugated Packaging Consumer Packaging Merchandising Displays Recycling Corporate Total

$

$

Capital expenditures: Corrugated Packaging Consumer Packaging Merchandising Displays Recycling Corporate Total

$

$

96

2013

8,493.4 1,457.4 522.8 207.9 22.6 335.6 11,039.7

$

1,472.5 324.2 76.8 52.9 1,926.4

$

453.2 89.3 15.0 10.8 16.2 584.5

$

402.8 95.0 18.3 7.8 10.3 534.2

$

$

$

$

$

2012

8,233.8 1,464.4 349.9 231.7 14.3 439.3 10,733.4

$

1,447.0 327.6 34.6 52.9 1,862.1

$

426.7 88.8 10.8 12.7 13.2 552.2

$

306.1 83.5 17.1 11.3 22.4 440.4

$

$

$

$

$

8,297.1 1,454.1 304.6 248.9 9.6 372.8 10,687.1

1,448.2 329.6 34.6 52.9 1,865.3

410.5 86.2 10.7 13.4 13.5 534.3

327.7 75.8 8.0 10.3 30.6 452.4

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The changes in the carrying amount of goodwill for the fiscal years ended September 30, 2014 , 2013 and 2012 are as follows (in millions): Corrugated Packaging

Balance as of October 1, 2011 Goodwill Accumulated impairment losses

$

Goodwill acquired Purchase price allocation adjustments Translation adjustment Balance as of September 30, 2012 Goodwill Accumulated impairment losses Goodwill acquired Translation adjustment Balance as of September 30, 2013 Goodwill Accumulated impairment losses Goodwill acquired Translation adjustment Balance as of September 30, 2014 Goodwill Accumulated impairment losses $

1,427.4 — 1,427.4 33.5 (13.2) 0.5

Consumer Packaging

$

369.5 (42.7) 326.8 — — 2.8

Merchandising Displays

$

34.0 (0.1) 33.9 — 0.7 —

Recycling

$

51.3 — 51.3 — 1.6 —

Total

$

1,882.2 (42.8) 1,839.4 33.5 (10.9) 3.3

1,448.2 — 1,448.2 1.2 (2.4)

372.3 (42.7) 329.6 — (2.0)

34.7 (0.1) 34.6 — —

52.9 — 52.9 — —

1,908.1 (42.8) 1,865.3 1.2 (4.4)

1,447.0 — 1,447.0 29.0 (3.5)

370.3 (42.7) 327.6 — (3.4)

34.7 (0.1) 34.6 42.2 —

52.9 — 52.9 — —

1,904.9 (42.8) 1,862.1 71.2 (6.9)

1,472.5 — 1,472.5

366.9 (42.7) 324.2

76.9 (0.1) 76.8

52.9 — 52.9

1,969.2 (42.8) 1,926.4

$

$

$

$

The goodwill acquired in fiscal 2014 related to the acquisitions of the Tacoma Mill, NPG and AGI In-Store. The goodwill acquired in fiscal 2013 related to the acquisition of a corrugated sheet plant. In fiscal 2012, the goodwill acquired was associated with the GMI and Mid South acquisitions. In fiscal 2012, we finalized the Smurfit-Stone purchase price allocation.

97

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 18.

Financial Results by Quarter (Unaudited)

Fiscal 2014

First Quarter

Net sales $ Gross profit Pension lump sum settlement expense Restructuring and other costs, net Income before income taxes Consolidated net income Net income attributable to Rock-Tenn Company shareholders Basic earnings per share attributable to Rock-Tenn Company shareholders Diluted earnings per share attributable to Rock-Tenn Company shareholders

Fiscal 2013

Second Third Quarter Quarter (In millions, except per share data)

2,362.6 447.8 — 17.6 172.3 110.6 109.7 0.76

$

2,393.6 427.2 — 14.2 145.6 83.5 82.8 0.58

0.75

$

2,530.9 489.6 — 13.3 211.3 134.4 133.3 0.93

0.57

First Quarter

Fourth Quarter

$

2,608.0 569.0 47.9 10.5 241.1 155.3 153.9 1.08

0.91

Second Quarter

1.06

Third Quarter

Fourth Quarter

(In millions, except per share data)

Net sales $ Gross profit Restructuring and other costs, net Loss on extinguishment of debt Income before income taxes Consolidated net income Net income attributable to Rock-Tenn Company shareholders Basic earnings per share attributable to Rock-Tenn Company shareholders Diluted earnings per share attributable to Rock-Tenn Company shareholders

2,287.1 409.5 16.1 (0.2) 141.7 86.9 86.0 0.60 0.59

$

2,324.9 385.2 12.4 (0.1) 109.1 325.6 324.7 2.25 2.23

$

2,448.3 496.7 23.5 — 203.1 141.7 140.1 0.97 0.96

$

2,485.1 555.1 26.0 — 256.8 178.3 176.5 1.22 1.20

We computed the interim earnings per common and common equivalent share amounts as if each quarter was a discrete period. As a result, the sum of the basic and diluted earnings per share by quarter will not necessarily total the annual basic and diluted earnings per share. Consolidated net income in the second quarter of fiscal 2014 financial results by quarter (unaudited) table was reduced due to a $9.6 million charge to income tax expense to record the impact of the State of New York’s March 31, 2014 income tax law change which reduced the tax rate to zero percent for qualified New York state manufacturers. This change rendered a previously recorded deferred state tax asset, net of certain state tax deferred liabilities, to no longer have any value. Income before income taxes in the second quarter of fiscal 2014 financial results by quarter (unaudited) table was reduced by an estimated $44 million pre-tax for the impact of severe weather as compared to our expectations going into the second quarter. Basic and diluted earnings per share attributable to Rock-Tenn Company shareholders were decreased by approximately $0.26 and $0.25 per share, respectively, during the second quarter of fiscal 2014 for the aforementioned items. Income before income taxes in the third quarter of fiscal 2014 financial results by quarter (unaudited) table was increased due to a reduction of cost of goods sold of $9.1 million pre-tax to record an additional value of spare parts at our containerboard mills acquired in the Smurfit-Stone Acquisition. For additional information see “ Note 4. Inventories ” of the Notes to Consolidated 98

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Financial Statements. Basic and diluted earnings per share attributable to Rock-Tenn Company shareholders were increased by $0.04 per share in the third quarter of fiscal 2014. Similarly, the fourth quarter of fiscal 2014 income before income taxes in the financial results by quarter (unaudited) table was increased due to a reduction of cost of goods sold of $23.2 million pre-tax for spare parts at our containerboard mills acquired in the Smurfit-Stone Acquisition. Income before income taxes in the fourth quarter of fiscal 2014 financial results by quarter (unaudited) table is also impacted by a $47.9 million pre-tax charge for the completion of the first phase of our previously announced lump sum pension settlement to certain eligible former employees. For additional information see “ Note 12. Retirement Plans ” of the Notes to Consolidated Financial Statements. Basic and diluted earnings per share attributable to Rock-Tenn Company shareholders in the fourth quarter of fiscal 2014 were decreased by $0.11 and $0.10 per share, respectively, for the aforementioned items. Consolidated net income in the second quarter of fiscal 2013 financial results by quarter (unaudited) table was impacted by the reversal of $254.1 million of tax reserves related to AFMC acquired in the Smurfit-Stone Acquisition that were partially offset by a resulting increase in a state tax valuation allowance of $1.2 million . Basic and diluted earnings per share attributable to Rock-Tenn Company shareholders were increased approximately $1.76 and $1.73 per share, respectively, in the second quarter of fiscal 2013 in connection with the benefit. Income before income taxes in the third quarter of fiscal 2013 financial results by quarter (unaudited) table was impacted by an $11.4 million reduction in amortization expense related to a restructuring and extension of a steam supply contract. Basic and diluted earnings per share attributable to Rock-Tenn Company shareholders were increased approximately $0.05 per share in the third quarter of fiscal 2013. Income before income taxes in the fourth quarter of fiscal 2013 financial results by quarter (unaudited) table was impacted by a reduction of cost of goods sold of $12.2 million related to recording an additional value of spare parts at our containerboard mills acquired in the Smurfit-Stone Acquisition, a $9.2 million gain related to the termination of a steam supply contract at our Solvay, NY recycled containerboard mill, net of boiler start-up costs and $8.0 million gain related to a partial insurance settlement of property damage claims associated with the prior year Demopolis, AL bleached paperboard mill. Basic and diluted earnings per share attributable to Rock-Tenn Company shareholders were increased approximately $0.13 per share in the fourth quarter of fiscal 2013 for the aforementioned items. Note 19.

Selected Condensed Consolidating Financial Statements of Parent, Guarantors and Non-Guarantors

The Company’s Exchanged Notes are fully and unconditionally guaranteed on a joint and several basis by our Guarantor Subsidiaries. The total assets, stockholders’ equity, revenues, earnings and cash flows from operating activities of the Guarantor Subsidiaries reflect the majority of the consolidated total of such items as of or for the periods reported. The Non-Guarantor Subsidiaries include: foreign operations in Canada, Mexico, Chile, Argentina, Puerto Rico and China, certain non-operating U.S. subsidiaries and Joint Ventures not 100% owned. In accordance with Rule 3-10 of Regulation S-X, the following tables present condensed consolidating financial statements including the Parent, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries and eliminations. Such financial statements include Condensed Consolidating Balance Sheets as of September 30, 2014 and 2013 and the related Condensed Consolidating Statements of Income and Cash Flows for each of the three years in the period ended September 30, 2014 . 99

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) CONDENSED CONSOLIDATING STATEMENTS OF INCOME

$

— — — 0.5 — 1.3 (1.8) (89.5) 8.5 — 530.3 447.5 32.2 479.7 —

Year Ended September 30, 2014 NonGuarantor Guarantor Subsidiaries Subsidiaries Eliminations (In millions) $ 8,977.3 $ 1,599.4 $ (681.6) 7,203.9 1,308.6 (551.0) 1,773.4 290.8 (130.6) 863.2 112.0 — 46.9 1.0 — 53.5 0.8 — 809.8 177.0 (130.6) (5.8) (26.5) 26.5 (111.0) 0.8 104.1 8.8 — — 82.0 — (612.3) 783.8 151.3 (612.3) (274.3) (44.4) — 509.5 106.9 (612.3) (3.3) (0.8) —

$

479.7

$

506.2

$

106.1

$

$

284.9

$

313.6

$

29.1

$

Parent Net sales Cost of goods sold Gross profit Selling, general and administrative expenses Pension lump sum settlement expense Restructuring and other costs, net Operating profit Interest expense Interest income and other income (expense), net Equity in income of unconsolidated entities Equity in income of consolidated entities Income before income taxes Income tax benefit (expense) Consolidated net income Less: Net income attributable to noncontrolling interests Net income attributable to Rock-Tenn Company shareholders Comprehensive income attributable to Rock-Tenn Company shareholders

100

Consolidated Total $

9,895.1 7,961.5 1,933.6 975.7 47.9 55.6 854.4 (95.3) 2.4 8.8 — 770.3 (286.5) 483.8 (4.1)

(612.3)

$

479.7

(342.7)

$

284.9

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) CONDENSED CONSOLIDATING STATEMENTS OF INCOME

Parent Net sales Cost of goods sold Gross profit Selling, general and administrative expenses Restructuring and other costs, net Operating profit Interest expense Loss on extinguishment of debt Interest income and other income (expense), net Equity in income of unconsolidated entities Equity in income of consolidated entities Income before income taxes Income tax benefit (expense) Consolidated net income Less: Net income attributable to noncontrolling interests Net income attributable to Rock-Tenn Company shareholders Comprehensive income attributable to Rock-Tenn Company shareholders

Year Ended September 30, 2013 NonGuarantor Guarantor Subsidiaries Subsidiaries Eliminations (In millions) $ 8,553.1 $ 1,674.9 $ (682.5) 6,855.7 1,383.0 (539.8) 1,697.4 291.9 (142.7) 839.7 114.6 — 67.3 14.3 — 790.4 163.0 (142.7) (48.1) (26.0) 70.3 — (0.2) — (126.7) 1.3 72.4 4.6 — — 77.4 — (831.2) 697.6 138.1 (831.2) 26.0 (25.3) — 723.6 112.8 (831.2) (4.0) (1.2) —

$

(0.1) — (0.1) — (3.6) 3.5 (103.1) (0.1) 52.1 — 753.8 706.2 21.1 727.3 —

$

727.3

$

719.6

$

111.6

$

$

927.3

$

920.3

$

84.2

$

101

Consolidated Total $

9,545.4 7,698.9 1,846.5 954.3 78.0 814.2 (106.9) (0.3) (0.9) 4.6 — 710.7 21.8 732.5 (5.2)

(831.2)

$

727.3

(1,004.5)

$

927.3

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) CONDENSED CONSOLIDATING STATEMENTS OF INCOME

Parent Net sales Cost of goods sold Gross profit Selling, general and administrative expenses Restructuring and other costs, net Operating profit Interest expense Loss on extinguishment of debt Interest income and other income (expense), net Equity in income of unconsolidated entities Equity in income of consolidated entities Income before income taxes Income tax benefit (expense) Consolidated net income Less: Net income attributable to noncontrolling interests Net income attributable to Rock-Tenn Company shareholders Comprehensive income attributable to Rock-Tenn Company shareholders

Year Ended September 30, 2012 NonGuarantor Guarantor Subsidiaries Subsidiaries Eliminations (In millions) $ 8,225.3 $ 1,648.3 $ (666.1) 6,816.5 1,366.1 (507.7) 1,408.8 282.2 (158.4) 797.7 127.5 — 47.6 25.0 — 563.5 129.7 (158.4) (46.3) (29.4) 62.4 — — — (147.0) 0.6 96.0 3.4 — — 15.7 — (318.1) 389.3 100.9 (318.1) (134.9) (34.1) — 254.4 66.8 (318.1) (2.7) (0.4) —

$

0.1 — 0.1 2.3 2.6 (4.8) (106.4) (25.9) 51.7 — 302.4 217.0 32.1 249.1 —

$

249.1

$

251.7

$

66.4

$

$

47.8

$

46.7

$

63.6

$

102

Consolidated Total $

9,207.6 7,674.9 1,532.7 927.5 75.2 530.0 (119.7) (25.9) 1.3 3.4 — 389.1 (136.9) 252.2 (3.1)

(318.1)

$

249.1

(110.3)

$

47.8

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) CONDENSED CONSOLIDATING BALANCE SHEETS

Guarantor Subsidiaries

Parent ASSETS Current assets: Cash and cash equivalents Restricted cash Accounts receivable, net Inventories Other current assets Intercompany receivables Total current assets Net property, plant and equipment Goodwill Intangibles, net Intercompany notes receivable Investments in consolidated subsidiaries Other assets

$

$

September 30, 2014 NonGuarantor Subsidiaries (In millions)

14.5 8.8 — — 34.6 87.2 145.1 — — — 266.5 6,680.3 30.8 7,122.7

$

91.7 — — 14.2 — 105.9 2,330.9 374.9 — — — 4.2 — 4,306.8 — 4,306.8 7,122.7

$

$

1.7 — 93.5 852.0 205.9 6.3 1,159.4 5,432.3 1,820.1 655.9 607.6 390.6 110.7 10,176.6

$

3.9 736.1 196.1 178.6 82.6 1,197.3 0.2 236.0 916.8 57.6 1,126.8 173.6 7.7 6,460.0 0.6 6,460.6 10,176.6

$

$

Consolidated Total

Eliminations

16.4 — 1,048.1 177.2 35.4 13.5 1,290.6 400.3 106.3 35.2 — — 21.7 1,854.1

$

37.0 99.6 28.3 30.6 24.4 219.9 521.0 263.2 174.1 44.1 12.1 2.8 6.0 610.9 — 610.9 1,854.1

$

$

— — (22.9) — (32.7) (107.0) (162.6) — — — (874.1) (7,070.9) (6.1) (8,113.7)

$

— (22.9) — (32.7) (107.0) (162.6) — (874.1) — — (6.1) — — (7,070.9) — (7,070.9) (8,113.7)

$

$

32.6 8.8 1,118.7 1,029.2 243.2 — 2,432.5 5,832.6 1,926.4 691.1 — — 157.1 11,039.7

LIABILITIES AND EQUITY Current liabilities: Current portion of debt Accounts payable Accrued compensation and benefits Other current liabilities Intercompany payables Total current liabilities Long-term debt due after one year Intercompany notes payable Pension liabilities, net of current portion Postretirement benefit liabilities, net of current portion Deferred income taxes Other long-term liabilities Redeemable noncontrolling interests Total Rock-Tenn Company shareholders' equity Noncontrolling interests Total equity

$

$

$

103

$

$

$

132.6 812.8 224.4 190.7 — 1,360.5 2,852.1 — 1,090.9 101.7 1,132.8 180.6 13.7 4,306.8 0.6 4,307.4 11,039.7

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) CONDENSED CONSOLIDATING BALANCE SHEETS

Guarantor Subsidiaries

Parent ASSETS Current assets: Cash and cash equivalents Restricted cash Accounts receivable, net Inventories Other current assets Intercompany receivables Total current assets Net property, plant and equipment Goodwill Intangibles, net Intercompany notes receivable Investments in consolidated subsidiaries Other assets

$

$

September 30, 2013 NonGuarantor Subsidiaries (In millions)

14.8 9.3 — — 20.3 56.3 100.7 — — — 503.5 6,230.4 42.2 6,876.8

$

— — — 15.3 0.5 15.8 2,391.1 152.9 — — — 4.7 — 4,312.3 — 4,312.3 6,876.8

$

$

1.2 — 84.7 779.6 265.7 26.8 1,158.0 5,098.5 1,762.6 688.2 645.9 364.0 124.9 9,842.1

$

— 733.2 220.9 148.8 76.6 1,179.5 — 469.1 811.8 74.3 1,061.0 157.4 8.1 6,080.4 0.5 6,080.9 9,842.1

$

$

Consolidated Total

Eliminations

20.4 — 1,098.0 158.3 32.1 44.5 1,353.3 456.2 99.5 11.2 1.3 — 41.7 1,963.2

$

2.9 116.7 28.1 45.5 50.5 243.7 450.8 528.7 163.4 44.0 10.1 3.3 5.2 514.0 — 514.0 1,963.2

$

$

— — (47.8) — (20.2) (127.6) (195.6) — — — (1,150.7) (6,594.4) (8.0) (7,948.7)

$

— (47.8) — (20.2) (127.6) (195.6) — (1,150.7) — — (8.0) — — (6,594.4) — (6,594.4) (7,948.7)

$

$

36.4 9.3 1,134.9 937.9 297.9 — 2,416.4 5,554.7 1,862.1 699.4 — — 200.8 10,733.4

LIABILITIES AND EQUITY Current liabilities: Current portion of debt Accounts payable Accrued compensation and benefits Other current liabilities Intercompany payables Total current liabilities Long-term debt due after one year Intercompany notes payable Pension liabilities, net of current portion Postretirement benefit liabilities, net of current portion Deferred income taxes Other long-term liabilities Redeemable noncontrolling interests Total Rock-Tenn Company shareholders' equity Noncontrolling interests Total equity

$

$

$

104

$

$

$

2.9 802.1 249.0 189.4 — 1,243.4 2,841.9 — 975.2 118.3 1,063.1 165.4 13.3 4,312.3 0.5 4,312.8 10,733.4

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended September 30, 2014 Non-

Parent

Guarantor

Guarantor

Subsidiaries

Subsidiaries

Consolidated Eliminations

Total

(In millions) Operating activities: Net cash provided by (used for) operating activities

$

376.1

$

938.8

$

83.0

$

(246.1)

$

1,151.8

Investing activities: Capital expenditures Cash paid for purchase of businesses, net of cash acquired

—

(509.3)

(133.3)

(24.9)

(341.1)

—

(534.2) (474.4)

—

—

Return of capital from unconsolidated entities

—

7.0

—

—

7.0

Proceeds from sale of subsidiary and affiliates Proceeds from sale of property, plant and equipment Proceeds from property, plant and equipment insurance settlement

—

3.0

3.8

—

6.8

—

13.3

9.1

—

22.4

5.0

Intercompany notes issued

—

—

Intercompany notes proceeds

235.4

Intercompany capital investment Intercompany return of capital Net cash (used for) provided by investing activities

—

—

5.0

(520.5)

—

520.5

—

535.2

1.2

(771.8)

— —

(476.0)

(5.1)

—

481.1

125.3

—

(1.1)

(124.2)

(11.9)

105.6

(248.6)

(812.5)

— (967.4)

Financing activities: Additions to revolving credit facilities Repayments of revolving credit facilities

222.3

—

11.5

—

233.8

(191.7)

—

(94.2)

—

(285.9)

Additions to debt

—

—

663.8

—

663.8

Repayments of debt

—

(0.1)

(465.0)

—

(465.1)

Commercial card program Debt issuance costs Issuances of common stock, net of related minimum tax withholdings Purchases of common stock Excess tax benefits from share-based compensation (Repayments to) advances from consolidated entities

—

3.8

—

—

3.8

(0.7)

—

—

—

(0.7)

(11.0)

—

—

—

(11.0)

(236.3)

—

—

—

(236.3)

15.1

—

—

15.1

26.4

4.9

—

—

(2.0)

—

—

(2.0)

— (31.3)

Repayments to unconsolidated entity

—

Cash dividends paid to shareholders

(101.1)

Cash distributions paid to noncontrolling interests Intercompany notes borrowing

—

—

—

(101.1)

—

—

(2.5)

—

(2.5)

222.0

—

298.5

(520.5)

—

Intercompany notes payments

—

(233.1)

(538.7)

771.8

—

Intercompany capital receipt

—

401.8

79.3

(481.1)

—

Intercompany capital distribution

—

(124.2)

124.2

—

Intercompany dividends Net cash (used for) provided by financing activities Effect of exchange rate changes on cash and cash equivalents

—

(213.5)

(32.6)

246.1

—

(125.8)

(75.0)

140.5

(188.1)

(127.8)

(Decrease) Increase in cash and cash equivalents Cash and cash equivalents at beginning of fiscal year Cash and cash equivalents at end of fiscal year

—

—

(0.1)

—

(0.1)

(0.3)

0.5

(4.0)

—

(3.8)

14.8 $

—

14.5

1.2 $

1.7

20.4 $

16.4

105

— $

—

36.4 $

32.6

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Supplemental schedule of non-cash investing and financing activities: The Condensed Consolidating Statements of Cash Flows for the year ended September 30, 2014, do not include a $23.6 million non-cash transaction between a Guarantor Subsidiary and a Non-Guarantor Subsidiary to increase an intercompany capital investment in the Non-Guarantor Subsidiary nor to reflect the corresponding decrease in intercompany notes receivable. The additional investment into a Non-Guarantor Subsidiary was made through a non-cash conversion of an intercompany note receivable in the first quarter of fiscal 2014. Year Ended September 30, 2014 NonGuarantor Guarantor Subsidiaries Subsidiaries Eliminations (In millions)

Parent

Consolidated Total

Investing activities: Intercompany capital investment

$

Intercompany notes receivable

—

$

—

(23.6) $

—

23.6

$

—

23.6

$

—

(23.6)

—

(23.6) $

—

Financing activities: Intercompany capital contributed Intercompany note payable

$

— —

$

—

$

23.6

—

(23.6)

106

$

23.6

—

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended September 30, 2013 Non-

Parent

Guarantor

Guarantor

Subsidiaries

Subsidiaries

Consolidated Eliminations

Total

(In millions) Operating activities: Net cash provided by (used for) operating activities

$

409.0

$

1,053.2

$

(43.4)

$

(386.3)

$

1,032.5

Investing activities: Capital expenditures Cash paid for purchase of business, net of cash acquired

—

(419.4)

—

(6.3)

Investment in unconsolidated entities

—

(0.1)

Return of capital from unconsolidated entities Proceeds from sale of property, plant and equipment Proceeds from property, plant and equipment insurance settlement

— — —

Intercompany notes issued Intercompany notes proceeds Intercompany return of capital Net cash provided by (used for) investing activities

(21.0)

—

(440.4)

—

—

(6.3)

—

—

(0.1)

1.0

—

—

1.0

16.0

10.8

—

26.8

15.4

—

—

15.4

(468.8)

(562.6)

—

1,031.4

—

732.8

319.9

—

(1,052.7)

—

0.8

0.4

—

(1.2)

264.8

(635.7)

(10.2)

—

(22.5)

(403.6)

Financing activities: Additions to revolving credit facilities Repayments of revolving credit facilities Additions to debt

74.3

—

24.7

—

99.0

(86.9)

—

(59.3)

—

(146.2)

—

277.0

—

277.0

Repayments of debt

(355.6)

—

—

(431.8)

—

(787.4)

Debt issuance costs

(1.0)

—

(1.0)

—

(2.0)

Cash paid for debt extinguishment costs Issuances of common stock, net of related minimum tax withholdings Excess tax benefits from share-based compensation (Repayments to) advances from consolidated entities

(0.1)

—

—

—

(0.1)

3.5

—

—

—

3.5

—

6.0

—

—

6.0

185.4

76.1

—

—

1.2

—

—

1.2

(261.5)

Advances from unconsolidated entity

—

Cash dividends paid to shareholders

(75.3)

Cash distributions paid to noncontrolling interests Intercompany notes borrowing

—

—

—

(75.3)

—

—

(4.9)

—

(4.9)

43.6

467.8

520.0

(1,031.4)

—

Intercompany notes payments

—

(732.6)

(320.1)

1,052.7

—

Intercompany capital distribution

—

(0.8)

(0.4)

1.2

—

Intercompany dividends Net cash (used for) provided by financing activities Effect of exchange rate changes on cash and cash equivalents

—

(343.3)

(43.0)

386.3

—

(416.3)

37.3

408.8

(629.2)

(659.0)

Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of fiscal year Cash and cash equivalents at end of fiscal year

—

—

(0.5)

—

(0.5)

14.8

1.2

(16.8)

—

(0.8)

— $

14.8

— $

1.2

37.2 $

20.4

107

— $

—

37.2 $

36.4

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended September 30, 2012 Non-

Parent

Guarantor

Guarantor

Subsidiaries

Subsidiaries

Consolidated Eliminations

Total

(In millions) Operating activities: Net cash provided by (used for) operating activities

$

132.9

$

540.0

$

151.4

$

(167.6)

$

656.7

Investing activities: Capital expenditures

—

(426.5)

—

(452.4)

Cash Paid for the purchase of a leased facility Cash paid for purchase of businesses, net of cash acquired

—

(17.0)

—

—

(17.0)

(93.5)

(25.9)

(32.1)

—

—

(125.6)

Investment in unconsolidated entities

—

(1.7)

—

—

(1.7)

Return of capital from unconsolidated entities Proceeds from sale of property, plant and equipment Proceeds from property, plant and equipment insurance settlement

—

1.8

—

—

1.8

—

17.9

22.6

—

40.5

10.2

—

—

10.2

(156.2)

—

192.3

—

—

Intercompany notes issued

(36.1)

Intercompany notes proceeds

27.6

1.8

—

(29.4)

—

Intercompany capital investment

(89.3)

—

—

89.3

—

Intercompany return of capital

378.9

—

—

(378.9)

Net cash provided by (used for) investing activities

187.6

(3.3)

(126.7)

(601.8)

— (544.2)

Financing activities: Proceeds from issuance of notes Additions to revolving credit facilities Repayments of revolving credit facilities Additions to debt

1,442.2

—

—

—

687.4

—

60.7

—

748.1

(674.4)

—

(85.4)

—

(759.8)

99.5

—

(247.2)

—

(1,803.6)

227.1

— (28.8)

1,442.2

326.6

Repayments of debt

(1,527.6)

Debt issuance costs

(16.2)

—

—

—

(16.2)

Cash paid for debt extinguishment costs Issuances of common stock, net of related minimum tax withholdings Excess tax benefits from share-based compensation (Repayments to) advances from consolidated entities

(14.0)

—

—

—

(14.0)

5.2

—

—

—

5.2

—

10.0

—

—

10.0

(470.6)

Advances from unconsolidated entity

505.9

—

Cash dividends paid to shareholders

(56.5)

Cash distributions paid to noncontrolling interests Intercompany notes borrowing

(35.3)

0.2

—

—

—

—

0.2

—

—

—

(56.5)

—

—

(0.8)

—

(0.8)

76.9

35.6

79.8

(192.3)

—

Intercompany notes payments

—

(10.0)

(19.4)

29.4

—

Intercompany capital receipt

—

39.3

50.0

(89.3)

—

Intercompany capital distribution

—

(378.9)

378.9

—

Intercompany dividends Net cash (used for) provided by financing activities Effect of exchange rate changes on cash and cash equivalents

—

(115.1)

(52.5)

167.6

—

58.2

(150.6)

294.3

(320.5)

Decrease in cash and cash equivalents Cash and cash equivalents at beginning of fiscal year Cash and cash equivalents at end of fiscal year

(118.6)

—

—

1.6

—

1.6

—

(3.6)

(0.9)

—

(4.5)

— $

—

—

3.6 $

—

38.1 $

37.2

108

— $

—

41.7 $

37.2

ROCK-TENN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 20.

Subsequent Event (Unaudited)

In September 2014, we committed to an offer to partially settle obligations of one of our defined benefit pension plans in the first quarter of fiscal 2015, through lump sum payments to certain eligible former employees who are not currently receiving a monthly benefit. Eligible former employees whose present value of future pension benefits exceed a certain minimum threshold can either voluntarily accept or not accept the offer and continue to be entitled to their monthly benefit upon retirement. Based on our experience and that of other companies implementing similar programs, our advisors estimate that former employees representing approximately $150 million to $175 million of aggregate pension benefit obligation will accept the Pension Offer. Lump sum payments will be made out of existing plan assets and we expect the plan’s funded status to be materially unchanged as a result of the proposed transaction. However, as a result of the expected settlements, we expect an estimated non-cash charge of $15 million to $25 million pre-tax that will be recognized in the period in which the settlements occur. The amounts are estimates as they are subject to the percentage of former employees that accept the offer and other factors, such as, but not limited to, changes in the discount rate and the actual return on plan assets since the September 30, 2014 measurement date and when the plan is remeasured in the first quarter of fiscal 2015.

109

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Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders of Rock-Tenn Company We have audited the accompanying consolidated balance sheets of Rock-Tenn Company as of September 30, 2014 and 2013 , and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended September 30, 2014 . These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Rock-Tenn Company at September 30, 2014 and 2013 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 30, 2014 , in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Rock-Tenn Company’s internal control over financial reporting as of September 30, 2014 , based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated November 21, 2014 , expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP Atlanta, Georgia November 21, 2014

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Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders of Rock-Tenn Company We have audited Rock-Tenn Company’s internal control over financial reporting as of September 30, 2014 , based on criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (the COSO criteria). Rock-Tenn Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of NPG Holding, Inc., Tacoma Mill, or A.G. Industries, Inc., which are included in the fiscal year 2014 consolidated financial statements of Rock-Tenn Company and constituted $520.4 million of total assets as of September 30, 2014 and $198.7 million and $25.4 million of revenues and operating income, respectively, for the year then ended. Our audit of internal control over financial reporting of Rock-Tenn Company also did not include an evaluation of the internal control over financial reporting of NPG Holding, Inc., Tacoma Mill, or A.G. Industries, Inc. In our opinion, Rock-Tenn Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2014 , based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of RockTenn Company as of September 30, 2014 and 2013 , and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended September 30, 2014 of Rock-Tenn Company, and our report dated November 21, 2014 , expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP Atlanta, Georgia November 21, 2014

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ROCK-TENN COMPANY MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management’s Responsibility for the Financial Statements The management of Rock-Tenn Company is responsible for the preparation and integrity of the Consolidated Financial Statements appearing in our Annual Report on Form 10-K. The financial statements were prepared in conformity with GAAP appropriate in the circumstances and, accordingly, include certain amounts based on our best judgments and estimates. Financial information in this Annual Report on Form 10-K is consistent with that in the financial statements. Internal Control Over Financial Reporting Management of our company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Consolidated Financial Statements. Our internal control over financial reporting is supported by a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel and a written Code of Business Conduct adopted by our board of directors that is applicable to all officers and employees of our Company and subsidiaries, as well as all of our directors. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2014 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (1992 Framework). The scope of our efforts to comply with Section 404 of the Sarbanes-Oxley Act with respect to fiscal 2014 included all of our operations other than those we acquired in fiscal 2014 related to the December 20, 2013 NPG acquisition, the May 16, 2014 Tacoma Mill acquisition and the August 29, 2014 AGI In-Store acquisition. In accordance with the SEC’s published guidance, because we acquired these operations during the fiscal year, we excluded these operations from our efforts to comply with Section 404 Rules with respect to fiscal 2014. Total assets as of September 30, 2014 and total revenues and operating income for the year ending September 30, 2014 for these acquisitions were $520.4 million, $198.7 million and $25.4 million, respectively. SEC rules require that we complete our assessment of the internal control over financial reporting of the acquisitions within one year after the date of the acquisitions. Based on our assessment, excluding the operations discussed above, management believes that we maintained effective internal control over financial reporting as of September 30, 2014 . Our independent auditors, Ernst & Young LLP, an independent registered public accounting firm, are appointed by the Audit Committee of our board of directors. Ernst & Young LLP has audited and reported on the Consolidated Financial Statements of Rock-Tenn Company, and has issued an attestation report on the effectiveness of our internal control over financial reporting. The report of the independent registered public accounting firm is contained in this Annual Report. Audit Committee Responsibility The Audit Committee of our board of directors, composed solely of directors who are independent in accordance with the requirements of the New York Stock Exchange listing standards, the Exchange Act and our Corporate Governance Guidelines, meets with the independent auditors, management and internal auditors periodically to discuss internal control over financial reporting and auditing and financial reporting matters. The Audit Committee reviews with the independent auditors the scope and results of the audit effort. The Audit Committee also meets periodically with the independent auditors and the chief internal auditor without management present to ensure that the independent auditors and the chief internal auditor have free access to the Audit Committee. Our Audit Committee’s Report can be found in the Proxy Statement for the Annual Meeting of Shareholders to be held on January 30, 2015 , which will be filed on or before December 31, 2014 , is incorporated herein by reference. 112

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S TEVEN C. V OORHEES , Chief Executive Officer W ARD H. D ICKSON , Chief Financial Officer November 21, 2014

113

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 9.

Not applicable—there were no changes in or disagreements with accountants on accounting and financial disclosure. Item 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and other procedures that are designed with the objective of ensuring the following: •

that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and

•

that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our CEO and our CFO, as appropriate to allow timely decisions regarding required disclosure.

We have performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2014 , under the supervision and with the participation of our management, including our CEO and CFO. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of September 30, 2014 , to provide reasonable assurance that we record, process, summarize and report the information we must disclose in reports that we file or submit under the Exchange Act within the time periods specified in the SEC's rules and forms. In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do. Management also noted that the design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and that there can be no assurance that any such design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Internal Control Over Financial Reporting The report called for by Item 308(a) of Regulation S-K is incorporated herein by reference to Management’s Annual Report on Internal Control over Financial Reporting of Rock-Tenn Company, included in Part II, Item 8 of this report. The attestation report called for by Item 308(b) of Regulation S-K is incorporated herein by reference to the Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting, included in Part II, Item 8 of this report. Management has evaluated, with the participation of our CEO and CFO, changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended September 30, 2014 . In connection with that evaluation, we have determined that there was no change in internal control over financial reporting during the fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. CEO and CFO Certifications Our CEO and CFO have filed with the SEC the certifications required by Section 302 of the Sarbanes-Oxley Act as Exhibits 31.1 and 31.2, respectively, to this Annual Report on Form 10-K. In addition, on February 19, 2014, our CEO certified to the New York Stock Exchange that he was not aware of any violation by the Company of the NYSE corporate governance listing standards as in effect on February 19, 2014. The foregoing certification was unqualified.

Item 9B.

OTHER INFORMATION

Not applicable.

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PART III

Item 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information in the sections under the heading “Election of Directors” entitled “Board of Directors,” “Nominees for Election - Term Expiring 2016,” “Incumbent Directors — Term Expiring 2016,” “Incumbent Directors — Term Expiring 2017,” “Committees of the Board of Directors — Audit Committee,” “Codes of Business Conduct and Ethics — Code of Ethical Conduct for Chief Executive Officer and Senior Financial Officers,” and “Codes of Business Conduct and Ethics — Copies,” in the section under the heading “Executive Officers” entitled “Identification of Executive Officers,” and in the section under the heading “Additional Information” entitled “Section 16 (a) Beneficial Ownership Reporting Compliance” in the Proxy Statement for the Annual Meeting of Shareholders to be held on January 30, 2015 , which will be filed on or before December 31, 2014 , is incorporated herein by reference. Item 11.

EXECUTIVE COMPENSATION

The information in the sections under the heading “Election of Directors” entitled “Compensation of Directors” and “Committees of the Board of Directors — Compensation Committee — Compensation Committee Interlocks and Insider Participation,” in the sections under the heading “Executive Compensation” entitled “Compensation Discussion and Analysis” and “Compensation Committee Report,” and in the sections under the heading entitled “Executive Compensation Tables” in the Proxy Statement for the Annual Meeting of Shareholders to be held on January 30, 2015 , which will be filed on or before December 31, 2014 , is incorporated herein by reference. Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information under the heading “Common Stock Ownership by Management and Principal Shareholders” and in the section under the heading “Executive Compensation Tables” entitled “Equity Compensation Plan Information” in the Proxy Statement for the Annual Meeting of Shareholders to be held on January 30, 2015 , which will be filed on or before December 31, 2014 , is incorporated herein by reference. Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information under the heading “Certain Transactions” and in the section under the heading “Election of Directors” entitled “Corporate Governance — Director Independence” in the Proxy Statement for the Annual Meeting of Shareholders to be held on January 30, 2015 , which will be filed on or before December 31, 2014 , is incorporated herein by reference. Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information in the sections under the heading “Independent Registered Public Accounting Firm” entitled “Fees” and “Audit Committee Pre-Approval of Services by the Independent Registered Public Accounting Firm” in the Proxy Statement for the Annual Meeting of Shareholders to be held on January 30, 2015 , which will be filed on or before December 31, 2014 , is incorporated herein by reference.

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PART IV Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements. The following consolidated financial statements of our company and our consolidated subsidiaries and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8 of this report: Page Reference

Consolidated Statements of Income for the years ended September 2014, 2013 and 2012 Consolidated Statements of Comprehensive Income for the years ended September 2014, 2013 and 2012 Consolidated Balance Sheets as of September 30, 2014 and 2013 Consolidated Statements of Equity for the years ended September 30, 2014, 2013 and 2012 Consolidated Statements of Cash Flows for the years ended September 30, 2014, 2013 and 2012 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting Management’s Annual Report on Internal Control Over Financial Reporting 2. Financial Statement Schedule of Rock-Tenn Company. All schedules are omitted because they are not applicable or not required because this information is provided in the financial statements. 3. Exhibits. See separate Exhibit Index attached hereto and incorporated herein. (b) See Item 15(a)(3) and separate Exhibit Index attached hereto and incorporated herein. (c) Not applicable.

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46

47 48 49 50 52 110 111 112

Table of Contents

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROCK-TENN COMPANY Dated:

November 21, 2014

By:

/s/ STEVEN C. VOORHEES Steven C. Voorhees Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature

/s/ STEVEN C. VOORHEES Steven C. Voorhees

Title

Date

Director and Chief Executive Officer (Principal Executive Officer)

November 21, 2014

Chief Financial Officer (Principal Financial Officer)

November 21, 2014

Chief Accounting Officer (Principal Accounting Officer)

November 21, 2014

Director, Non-Executive Chairman of the Board

November 21, 2014

/s/ TIMOTHY J. BERNLOHR Timothy J. Bernlohr

Director

November 21, 2014

/s/ J. POWELL BROWN J. Powell Brown

Director

November 21, 2014

/s/ ROBERT M. CHAPMAN Robert M. Chapman

Director

November 21, 2014

/s/ TERRELL K. CREWS Terrell K. Crews

Director

November 21, 2014

/s/ RUSSELL M. CURREY Russell M. Currey

Director

November 21, 2014

/s/ LAWRENCE L. GELLERSTEDT, III Lawrence L. Gellerstedt, III

Director

November 21, 2014

/s/ JENNY A. HOURIHAN Jenny A. Hourihan

Director

November 21, 2014

/s/ BETTINA M. WHYTE Bettina M. Whyte

Director

November 21, 2014

/s/ WARD H. DICKSON Ward H. Dickson /s/ A. STEPHEN MEADOWS A. Stephen Meadows /s/ G. STEPHEN FELKER G. Stephen Felker

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INDEX TO EXHIBITS Exhibit Number

Description of Exhibits

2.1

—

Agreement and Plan of Merger, dated as of January 23, 2011, by and among, Rock-Tenn Company, Sam Acquisition, LLC and Smurfit-Stone Container Corporation (incorporated by reference to Exhibit 2.1 of RockTenn's Current Report on Form 8-K, filed on January 24, 2011).

3.1

—

Bylaws of the Registrant (Amended and Restated as of October 31, 2008) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on November 6, 2008).

3.2

—

Amendment to the Bylaws of the Registrant (as of December 14, 2009) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on December 14, 2009).

3.3

—

Restated and Amended Articles of Incorporation of Rock-Tenn Company effective January 31, 2014 (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).

4.1

—

Amended and Restated Credit Agreement, dated as of March 5, 2008, among Rock-Tenn Company, as Borrower, Rock-Tenn Company of Canada, as the Canadian Borrower, certain subsidiaries of the Borrower from time to time party thereto, as Guarantors, the lenders party thereto, Wachovia Bank, National Association, as Administrative Agent and Collateral Agent, and Bank of America, N.A., acting through its Canada Branch, as Canadian Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009).

4.2

—

The Registrant agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any instrument defining the rights of holders of long-term debt of the Registrant and all of its consolidated subsidiaries and unconsolidated subsidiaries for which financial statements are required to be filed with the Securities and Exchange Commission.

4.3

—

Indenture, dated as of March 5, 2008, by and among Rock-Tenn Company, the guarantors party thereto and HSBC Bank USA, National Association as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on March 11, 2008).

4.4

—

Supplemental Indenture, dated as of March 16, 2009, by and among Solvay Paperboard LLC, Rock-Tenn Company and HSBC Bank USA, National Association as Trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on May 29, 2009).

4.5

—

Second Supplemental Indenture, dated as of May 29, 2009, by and among Rock-Tenn Company, the guarantors party thereto and HSBC Bank USA, National Association as Trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on May 29, 2009).

4.6

—

First Amendment to Amended and Restated Credit Agreement and Consent, dated as of August 22, 2008, by and among Rock-Tenn Company, Rock-Tenn Company of Canada, the Guarantors, the Lenders signatories thereto, and Wachovia Bank, National Association, as Administrative Agent and Collateral Agent and Bank of America, N.A., acting through its Canada branch, as Canadian Agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on May 13, 2009).

4.7

—

Second Amendment to Credit Agreement and Consent, dated as of July 21, 2009, by and among Rock-Tenn Company, Rock-Tenn Company of Canada, the Guarantors, the Lenders, and Wachovia Bank, National Association, as Administrative Agent and Collateral Agent, and Bank of America, N.A., acting through its Canada Branch, as Canadian Agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on July 27, 2009).

4.8

—

Second Amended and Restated Credit and Security Agreement dated as of September 2, 2008 among Rock-Tenn Financial, Inc., as Borrower, Rock-Tenn Converting Company, as Servicer, the liquidity banks from time to time party hereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Nieuw Amsterdam Agent, and SunTrust Robinson Humphrey, Inc., as TPF Agent and Administrative Agent (incorporated by reference to Exhibit 10.24 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2008).

4.9

—

First Amendment to Second Amended and Restated Credit and Security Agreement dated as of September 24, 2008 among RockTenn Financial, Inc., as Borrower, Rock-Tenn Converting Company, as Initial Servicer, Nieuw Amsterdam Receivables Corporation and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Liquidity Bank to Nieuw Amsterdam and as Nieuw Amsterdam Agent, Three Pillars Funding LLC, SunTrust Bank as liquidity provider to TPF, and SunTrust Robinson Humphrey, Inc., as TPF Agent, and STRH as Administrative Agent (incorporated by reference to Exhibit 10.25 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2008).

Table of Contents

Exhibit Number

Description of Exhibits

4.10

—

Third Amended and Restated Credit and Security Agreement dated as of August 14, 2009 among Rock-Tenn Financial, Inc., as Borrower, Rock-Tenn Converting Company, as Servicer, Toronto Dominion (New York) LLC, individually as a Committed Lender and as TD Agent, the other committed lenders from time to time party hereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Nieuw Amsterdam Agent and as Administrative Agent (incorporated by reference to Exhibit 4.10 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2009).

4.11

—

First Amendment to Third Amended and Restated Credit and Security Agreement dated as of April 30, 2010 among Rock-Tenn Financial, Inc., as Borrower, Rock-Tenn Converting Company, as Servicer, Toronto Dominion (New York) LLC, individually as a Committed Lender and as TD Agent, the other committed lenders from time to time party hereto, Coöperatieve Centrale RaiffeisenBoerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Nieuw Amsterdam Agent and as Administrative Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).

4.12

—

Fourth Amendment to Credit Agreement and Consent, dated as of November 1, 2010, by and among Rock-Tenn Company, RockTenn Company of Canada, the Guarantors, the Lenders, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent, and Bank of America, N.A., acting through its Canada Branch, as Canadian Agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on November 5, 2010).

4.13

—

Third Amendment to Credit Agreement and Consent, dated as of February 3, 2010, by and among Rock-Tenn Company, Rock-Tenn Company of Canada, the Guarantors, the Lenders, and Wachovia Bank, National Association, as Administrative Agent and Collateral Agent, and Bank of America, N.A., acting through its Canada Branch, as Canadian Agent (incorporated by reference to Exhibit 4.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2009).

4.14

—

Credit Agreement, dated May 27, 2011, by and among Rock-Tenn Company, as borrower, Rock-Tenn Company of Canada/Compagnie Rock-Tenn du Canada, as Canadian borrower, certain subsidiaries of RockTenn from time to time party thereto, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on May 27, 2011).

4.15

—

Fourth Amended and Restated Credit and Security Agreement, dated as of May 27, 2011, among Rock-Tenn Financial, Inc., as Borrower, Rock-Tenn Converting Company, as Servicer, the Lenders and Co-Agents from time to time party hereto, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and as Funding Agent (incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on May 27, 2011).

4.16

—

Amendment No. 1 dated as of December 2, 2011, among Rock-Tenn Company (“ RockTenn ”), as borrower, Rock-Tenn Company of Canada/Compagnie Rock-Tenn du Canada, as Canadian borrower (together with RockTenn, the “ Borrowers ”), certain subsidiaries of RockTenn from time to time party thereto, as guarantors, the lenders party thereto, as lenders (the “ Lenders ”), Wells Fargo Bank, National Association, as administrative agent for the Lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders, to the Credit Agreement dated as of May 27, 2011, by and among the Borrowers, certain subsidiaries of RockTenn from time to time party thereto, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent for such lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for such lenders (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on December 2, 2011).

4.17

—

Indenture, dated as of February 22, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein) and HSBC Bank USA, National Association, as trustee (incorporated by reference to Exhibit 4.18 of the Registrant’s Form S4 filed on February 8, 2013, File No. 333-186552).

4.18

—

Registration Rights Agreement, dated as of February 22, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein), and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several Initial Purchasers (incorporated by reference to Exhibit 4.20 of the Registrant’s Form S-4 filed on February 8, 2013, File No. 333-186552).

Table of Contents

Exhibit Number

Description of Exhibits

4.19

—

Amendment No. 2 dated as of March 30, 2012, among Rock-Tenn Company (“RockTenn”), as borrower, Rock-Tenn Company of Canada/Compagnie Rock-Tenn du Canada, as Canadian borrower (together with RockTenn, the “Borrowers”), the lenders party thereto, as lenders (the “Lenders”), Wells Fargo Bank, National Association, as administrative agent for the Lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders, to the Credit Agreement dated as of May 27, 2011, as amended by Amendment No. 1 dated as of December 2, 2011, by and among the Borrowers, certain subsidiaries of RockTenn from time to time party thereto, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent for such lenders, and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for such lenders (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on March 30, 2012).

4.20

—

Indenture, dated as of September 11, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on October 2, 2012).

4.21

—

Registration Rights Agreement, dated as of September 11, 2012, by and among Rock-Tenn Company, the Guarantors (as defined therein), and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the several Initial Purchasers (incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed on October 2, 2012).

4.22

—

Amendment No. 3 dated as of September 27, 2012, among Rock-Tenn Company (“RockTenn”), as borrower, Rock-Tenn Company of Canada/Compagnie Rock-Tenn du Canada, as Canadian borrower (together with RockTenn, the “Borrowers”), certain subsidiaries of RockTenn party thereto, the lenders party thereto, as lenders (the “Lenders”), Wells Fargo Bank, National Association, as administrative agent and collateral agent for the Lenders, and Bank of America, N.A., as Canadian administrative agent for the Lenders, to the Credit Agreement dated as of May 27, 2011, as amended by Amendment No. 1 dated as of December 2, 2011 and Amendment No. 2 dated as of March 30, 2012, by and among the Borrowers, certain subsidiaries of RockTenn from time to time party thereto, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for such lenders (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on October 4, 2012).

4.23

—

Amendment No. 4 dated as of June 7, 2013 (the “Amendment”), among Rock-Tenn Company (“RockTenn”), as borrower, RockTenn Company of Canada Holdings Corp./Compagnie de Holdings RockTenn du Canada Corp. (formerly, Rock-Tenn Company of Canada/Compagnie Rock-Tenn du Canada), as Canadian borrower (together with RockTenn, the “Borrowers”), the Lenders (as defined below) party thereto, as lenders, Wells Fargo Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”), to the Amended and Restated Credit Agreement dated as of May 27, 2011, and amended and restated as of September 27, 2012, by and among the Borrowers, certain subsidiaries of RockTenn from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the Canadian Agent (incorporated by reference to Exhibit 10.1 of RockTenn’s Current Report on Form 8-K, filed on June 13, 2013).

4.24

—

Amendment No. 5, dated as of November 25, 2013, among Rock-Tenn Company (“RockTenn”), as borrower, RockTenn Company of Canada Holdings Corp./Compagnie de Holdings RockTenn du Canada Corp. (formerly, Rock-Tenn Company of Canada/Compagnie Rock-Tenn du Canada), a Nova Scotia unlimited liability company (the “Canadian Borrower” and, together with the Company, the “Borrowers”), the Lenders party hereto, Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and Bank of America, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”) and the Canadian Swingline Lender, to the Credit Agreement dated as of May 27, 2011, and amended and restated as of September 27, 2012 (as amended, restated, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, those Domestic Subsidiaries of the Company identified as “U.S. Guarantors” on the signature pages thereto and such other Domestic Subsidiaries of the Company that thereafter become parties thereto, those Subsidiaries and the parent of the Canadian Borrower identified as “Canadian Guarantors” on the signature pages thereto and such other Subsidiaries of the Canadian Borrower that thereafter become parties thereto, the Administrative Agent, the Canadian Agent and the Lenders referred to therein (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013).

*10.1

—

Rock-Tenn Company 1993 Employee Stock Option Plan and Amendment Number One to the Rock-Tenn Company 1993 Employee Stock Option Plan (incorporated by reference to Exhibits 99.1 and 99.2, respectively, to the Registrant’s Registration Statement on Form S-8, File No. 333-77237).

Table of Contents

Exhibit Number

Description of Exhibits

*10.2

—

Rock-Tenn Company Supplemental Executive Retirement Plan Effective as of October 1, 1994 (incorporated by reference to Exhibit 10.5 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2000).

*10.3

—

2000 Incentive Stock Plan (incorporated by reference to the Registrant’s definitive Proxy Statement for the 2001 Annual Meeting of Shareholders filed with the SEC on December 18, 2000).

*10.4

—

1993 Employee Stock Purchase Plan as Amended and Restated (incorporated by reference to Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8, File No. 333-77237), as amended by Amendment No. One to 1993 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2003), and as further amended by Amendment No. Two to 1993 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003), and as further amended by Amendment No. Three to 1993 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2004).

*10.5

—

Rock-Tenn Company Annual Executive Bonus Program (incorporated by reference to the Registrant’s definitive Proxy Statement for the 2002 Annual Meeting of Shareholders filed with the SEC on December 19, 2001).

*10.6

—

Rock-Tenn Company Supplemental Retirement Savings Plan as Effective as of May 15, 2003 (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-104870).

*10.7

—

Amendment Number One to the Rock-Tenn Company Supplemental Executive Retirement Plan (Amended and Restated Effective as of January 1, 2003) (incorporated by reference to Exhibit 10.10 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2008).

*10.8

—

Amendment Number Two to Rock-Tenn Company Supplemental Executive Retirement Plan Effective as of November 11, 2005 (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005).

*10.9

—

Amendment Number Three to Rock-Tenn Company Supplemental Executive Retirement Plan Effective as of November 21, 2008 (incorporated by reference to Exhibit 10.12 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2008).

*10.10

—

Amended and Restated Rock-Tenn Company Supplemental Retirement Savings Plan Effective as of January 1, 2006 (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005).

*10.11

—

Amended and Restated Employment Agreement between Rock-Tenn Company and James A. Rubright, dated as of November 21, 2008 (incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2008).

*10.12

—

Amendment Number One to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).

*10.13

—

Rock-Tenn Company 1993 Employee Stock Purchase Plan, as Amended and Restated (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-8, File No. 333-140597).

*10.14

—

Second Amendment to the Rock-Tenn Company Supplemental Retirement Savings Plan Effective as of November 16, 2007 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007).

*10.15

—

Employment Agreement between Southern Container Corp. and James B. Porter III, dated as of January 1, 2006 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).

*10.16

—

Amended and Restated Earnings Share Units between Southern Container Corp. and James B. Porter III, dated as of February 27, 2006 (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).

*10.17

—

First Amendment to Employment Agreement and Amended and Restated Earnings Share Units Agreement between James B. Porter III and Rock-Tenn Company, dated as of January 8, 2008, effective as of March 5, 2008 (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).

Table of Contents

Exhibit Number

Description of Exhibits

*10.18

—

Amendment No. 2 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).

10.19

—

Second Amended and Restated Receivables Sale Agreement dated as of September 2, 2008 among Rock-Tenn Company, as Parent, Rock-Tenn Company of Texas, Rock-Tenn Converting Company, Rock-Tenn Mill Company, LLC, Rock-Tenn Packaging and Paperboard, LLC, PCPC, Inc. and Waldorf Corporation, Schiffenhaus Packaging Corp. and Southern Container Corp., as Originators, and Rock-Tenn Financial, Inc., as Buyer (incorporated by reference to Exhibit 10.23 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2008).

*10.20

—

Amendment Number 1 to Rock-Tenn Company Annual Executive Bonus Program (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008).

*10.21

—

Amendment Number Four to Rock-Tenn Company Supplemental Executive Retirement Plan Effective as of March 31, 2009 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).

*10.22

—

Amendment No. 3 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).

10.23

—

Second Amendment to Second Amended and Restated Receivables Sale Agreement and Third Amendment to Second Amended and Restated Credit and Security Agreement dated as of June 24, 2009 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).

10.24

—

Third Amendment to Second Amended and Restated Receivables Sale Agreement and Fourth Amendment to Second Amended and Restated Credit and Security Agreement dated as of July 14, 2009 (incorporated by reference to Exhibit 10.27 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2009).

*10.25

—

Amendment Number Five to the Rock-Tenn Company Supplemental Executive Retirement Plan, Amended and Restated Effective as of January 1, 2003 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).

*10.26

—

Rock-Tenn Company 1993 Employee Stock Purchase Plan, as Amended and Restated (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).

*10.27

—

Amendment No. 4 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).

*10.28

—

Amendment No. 5 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).

10.29

—

Fifth Amended and Restated Credit and Security Agreement, dated December 21, 2012, among Rock-Tenn Financial, Inc., as Borrower, Rock-Tenn Converting Company, as Servicer, The Lenders and Co-Agents from time to time party thereto, and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and as Funding Agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 31, 2012).

10.30

—

Fourth Amended and Restated Receivables Sale Agreement, dated December 21, 2012, among Rock-Tenn Company, as Parent, RockTenn Company of Texas, Rock-Tenn Converting Company, Rock-Tenn Mill Company, LLC, RockTenn – Southern Container, LLC, PCPC, Inc., Waldorf Corporation, RockTenn CP, LLC, and RockTenn – Solvay, LLC, as Originators and Rock-Tenn Financial, Inc., as Buyer (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on December 31, 2012).

10.31

—

Fourth Amended and Restated Performance Undertaking, dated December 21, 2012, by Rock-Tenn Company in favor of Rock-Tenn Financial, Inc., as Buyer (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on December 31, 2012).

*10.32

—

First Amendment to the Rock-Tenn Company Supplemental Retirement Savings Plan Effective as of October 1, 2011 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).

Table of Contents

Exhibit Number

Description of Exhibits

*10.33

—

Rock-Tenn Company Supplemental Executive Retirement Plan Amended and Restated Effective as of October 27, 2011(incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).

*10.34

—

Amended and Restated Rock-Tenn Company 2004 Incentive Stock Plan Effective as of January 27, 2012 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).

10.35

—

First Amendment to Fourth Amended and Restated Receivables Sale Agreement entered into as of August 30, 2013 by and among Rock-Tenn Company, (“Parent”), Rock-Tenn Company of Texas, Rock-Tenn Converting Company, Rock-Tenn Mill Company, LLC, RockTenn - Southern Container, LLC, PCPC, Inc. Waldorf Corporation, RockTenn CP, LLC, and RockTenn - Solvay, LLC (each of the foregoing, an “Originator” and collectively, the “Originators”), and Rock-Tenn Financial, Inc. (“Buyer”), with respect to that certain Fourth Amended and Restated Receivables Sale Agreement, dated as of December 21, 2012, by and among Parent, the Originators and Buyer (the “Existing RSA”) (incorporated by reference to Exhibit 10.36 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2013).

10.36

—

First Amendment to Fifth Amended and Restated Credit and Security Agreement dated as of August 30, 2013 to the Fifth Amended and Restated Credit and Security Agreement, dated as of December 21, 2012 (the “ Existing CSA ”), by and among Rock-Tenn Financial, Inc., as borrower, Rock-Tenn Converting Company, as initial servicer, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch (“ Rabobank ”), in its capacity as administrative agent for the Lenders thereunder (together with its successors and assigns thereunder, the “ Administrative Agent ”) and in its capacity as funding agent for the CoAgents and the Lenders or any successor funding agent thereunder (together with its successors and assigns thereunder, the “ Funding Agent ” collectively with the Administrative Agent and the Co-Agents, the “ Agents ”), and the Lenders and the Co-Agents from time to time party thereto, is entered into by the parties to the Existing Credit Agreement (incorporated by reference to Exhibit 10.37 of the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2013).

10.37

—

Second Amendment to Fourth Amended and Restated Receivables Sale Agreement, entered into as of December 17, 2013 by and among: Rock-Tenn Company, a Georgia corporation (“Parent”), 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, RockTenn Southern Container, LLC, a Delaware limited liability company, PCPC, Inc., a California corporation, Waldorf Corporation, a Delaware corporation, RockTenn CP, LLC, a Delaware limited liability company, and RockTenn - Solvay, LLC, a Delaware limited liability company (each of the foregoing, an “Originator” and collectively, the “Originators”), and Rock-Tenn Financial, Inc., a Delaware corporation (“Buyer”), with respect to that certain Fourth Amended and Restated Receivables Sale Agreement, dated as of December 21, 2012, by and among Parent, the Originators and Buyer (as amended by that First Amendment to Fourth Amended and Restated Receivables Sale Agreement dated as of August 30, 2013) (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013).

10.38

—

Second Amendment to Fifth Amended and Restated Credit and Security Agreement, dated as of December 17, 2013, to the Fifth Amended and Restated Credit and Security Agreement, dated as of December 21, 2012 (as amended by that First Amendment to Fifth Amended and Restated Credit Agreement, dated as of August 30, 2013), by and among Rock-Tenn Financial, Inc., as borrower, RockTenn Converting Company, as initial servicer, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, in its capacity as administrative agent for the Lenders thereunder (together with its successors and assigns thereunder, the “Administrative Agent”) and in its capacity as funding agent for the Co-Agents and the Lenders or any successor funding agent thereunder (together with its successors and assigns thereunder, the “Funding Agent” collectively with the Administrative Agent and the Co-Agents, the “Agents”), and the Lenders and the Co-Agents from time to time party thereto (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013).

10.39

—

Fifth Amended and Restated Receivables Sale Agreement, dated September 15, 2014, among Rock-Tenn Company, as Parent, RockTenn Company of Texas, Rock-Tenn Converting Company, Rock-Tenn Mill Company, LLC, RockTenn – Southern Container, LLC, PCPC, Inc., Waldorf Corporation, RockTenn CP, LLC, and RockTenn – Solvay, LLC, as Originators and Rock-Tenn Financial, Inc., as Buyer.

10.40

—

Sixth Amended and Restated Credit and Security Agreement, dated September 15, 2014, among Rock-Tenn Financial, Inc., as Borrower, Rock-Tenn Converting Company, as Servicer, The Lenders and Co-Agents from time to time party thereto, and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and as Funding Agent.

12

—

Statement re: Computation of Ratio of Earnings to Fixed Charges.

Table of Contents

Exhibit Number

Description of Exhibits

21

—

Subsidiaries of the Registrant.

23

—

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

31.1

—

Certification Accompanying Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Steven C. Voorhees, Chief Executive Officer of Rock-Tenn Company.

31.2

—

Certification Accompanying Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Ward H. Dickson, Chief Financial Officer of Rock-Tenn Company.

101.INS

—

XBRL Instance Document.

101.SCH

—

XBRL Taxonomy Extension Schema.

101.CAL

—

XBRL Taxonomy Extension Calculation Linkbase.

101.DEF

—

XBRL Taxonomy Definition Label Linkbase.

101.LAB

—

XBRL Taxonomy Extension Label Linkbase.

101.PRE

—

XBRL Taxonomy Extension Presentation Linkbase.

Additional Exhibits. In accordance with SEC Release No. 33-8238, Exhibit 32.1 is to be treated as “accompanying” this report rather than “filed” as part of the report. 32.1

*

— Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Steven C. Voorhees, Chief Executive Officer of Rock-Tenn Company, and by Ward H. Dickson, Chief Financial Officer of RockTenn Company. Management contract or compensatory plan or arrangement.

Exhibit 10.39

FIFTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Dated as of September 15, 2014 AMONG

ROCK-TENN COMPANY, AS PARENT, ROCK-TENN COMPANY OF TEXAS, ROCK-TENN CONVERTING COMPANY, ROCK-TENN MILL COMPANY, LLC, ROCKTENN - SOUTHERN CONTAINER, LLC, PCPC, INC., WALDORF CORPORATION, ROCKTENN CP, LLC AND ROCKTENN - SOLVAY, LLC, AS ORIGINATORS,

AND

ROCK-TENN FINANCIAL, INC., AS BUYER

TABLE OF CONTENTS Page

ARTICLE I

AMOUNTS AND TERMS OF THE PURCHASE

2

Section 1.1

Initial Dividend and Contribution of Receivables 2

Section 1.2

Purchase of Receivables (Other than Initial Contributed

Section 1.3

Payment for the Purchases

Section 1.4

Purchase Price Credit Adjustments 6

Section 1.5

Payments and Computations, Etc

Section 1.6

License of Software 7

Section 1.7

Characterization

Section 1.8

Excluded Receivables

Receivables)

ARTICLE II Section 2.1 ARTICLE III

5

7

8 8

REPRESENTATIONS AND WARRANTIES

8

Representations and Warranties 8 CONDITIONS OF PURCHASE

12

Section 3.1

Conditions Precedent to Purchase 12

Section 3.2

Conditions Precedent to Subsequent Payments 12

ARTICLE IV

COVENANTS

13

Section 4.1

Affirmative Covenants of Transferors 13

Section 4.2

Negative Covenants of Transferors

ARTICLE V

TERMINATION EVENTS

18

Section 5.1

Termination Events

18

Section 5.2

Remedies 21

ARTICLE VI

INDEMNIFICATION

21

Section 6.1

Indemnities by Transferors 21

Section 6.2

Other Costs and Expenses 24

ARTICLE VII

MISCELLANEOUS

17

24

Section 7.1

Waivers and Amendments 24

Section 7.2

Notices

Section 7.3

Protection of Ownership Interests of Buyer

Section 7.4

Confidentiality

Section 7.5

Bankruptcy Petition

24

26 26

i

24

3

TABLE OF CONTENTS (continued) Page

Section 7.6

Limitation of Liability

26

Section 7.7

CHOICE OF LAW 27

Section 7.8

CONSENT TO JURISDICTION

Section 7.9

WAIVER OF JURY TRIAL

Section 7.10

Integration; Binding Effect; Survival of Terms 27

Section 7.11

Counterparts; Severability; Section References

27

27

28

EXHIBITS AND SCHEDULES

Exhibit I

-

Definitions

Exhibit II

-

Principal Place of Business; Location(s) of Records; Federal Employer Identification Number; Other Names

Exhibit III

-

Lock-Boxes; Collection Accounts; Collection Banks

Exhibit IV

-

Form of Compliance Certificate

Exhibit V

-

Credit and Collection Policies

Exhibit VI

-

Form of Subordinated Note

Exhibit VII

-

Form of Purchase Report

Schedule A

-

Documents to Be Delivered to Buyer On or Prior to the Date of this Agreement

Schedule B

- List of Excluded Receivable Obligors

ii

FIFTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT THIS FIFTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT , dated as of September 15, 2014, is by and among: (a) Rock-Tenn Company, a Georgia corporation (“Parent”), (b) Rock-Tenn Company of Texas, a Georgia corporation, Rock-Tenn Converting Company, a Georgia corporation, RockTenn Mill Company, LLC, a Georgia limited liability company, RockTenn – Southern Container, LLC, a Delaware limited liability company, PCPC, Inc., a California corporation, Waldorf Corporation, a Delaware corporation, RockTenn CP, LLC, a Delaware limited liability company, and RockTenn – Solvay, LLC, a Delaware limited liability company (each of the foregoing, an “Originator” and collectively, the “Originators” ), and (c) Rock-Tenn Financial, Inc., a Delaware corporation ( “Buyer” ), and amends and restates in its entirety that certain Fourth Amended and Restated Receivables Sale Agreement dated as of December 21, 2012, by and among Parent, the Originators and Buyer (as amended from time to time prior to the date hereof, the “2012 Agreement” ), which amended and restated that certain Third Amended and Restated Receivables Sale Agreement dated as of May 27, 2011, by and among Parent, the Originators and Buyer (as amended from time to time prior to the date of the 2012 Agreement, the “2011 Agreement” ), which amended and restated that certain Second Amended and Restated Receivables Sale Agreement dated as of September 2, 2008 by and among Parent, certain of the Originators (or their predecessors), certain other originators and Buyer (as amended from time to time prior to the date of the 2011 Agreement, the “2008 Agreement” ), which amended and restated that certain Amended and Restated Receivables Sale Agreement dated as of October 26, 2005 by and among Parent, certain of the Originators (or their predecessors), certain other originators and Buyer (as amended from time to time prior to the date of the 2008 Agreement, the “ 2005 Agreemen t” ), which amended and restated that certain Receivables Sale Agreement dated as of November 1, 2000 by and among Parent, certain of the Originators (or their predecessors), certain other originators and Buyer (as amended from time to time prior to the date of the 2005 Agreement, the “ 2000 Agreement ”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto. PRELIMINARY STATEMENTS Each of the Originators now owns, and from time to time hereafter will own, Receivables. On the date of the 2000 Agreement, each of the Originators party thereto made a dividend to Parent of all of such Originator’s right, title and interest in and to 100% of its Receivables in existence as of the close of business on its Initial Cutoff Date, together with the associated Related Security and Collections, and Parent contributed all of such Receivables and the associated Related Security and

Collections to Buyer’s capital (such Receivables, the “Initial Contributed Receivables” and, together with the associated Related Security and Collections, the “Initial Contributed Assets” ) in exchange for 100% of the authorized Equity Interests of Buyer. Parent intended the contribution of the Initial Contributed Assets to be an absolute conveyance by Parent to Buyer thereof, providing Buyer with the full benefits of ownership of such Initial Contributed Assets, and neither Parent nor Buyer intended such contribution to be, or for any purpose to be characterized as, a loan from Buyer to Parent. Each of the Originators wishes to continue to sell and assign to Buyer, and Buyer wishes to continue to purchase from each Originator, all of such Originator’s right, title and interest in and to its existing and future Receivables (other than Initial Contributed Receivables), together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Buyer intends to finance its purchase of Receivables from the Originators, in part, by borrowing pursuant to that certain Fifth Amended and Restated Credit and Security Agreement dated as of the date hereof (as amended, restated and/or otherwise modified from time to time in accordance with the terms thereof, the “Credit and Security Agreement” ) among Buyer, Rock-Tenn Converting Company, as initial Servicer, each of the lenders and co-agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as administrative agent (in such last capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent” ) and as funding agent. NOW, THEREFORE , in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I AMOUNTS AND TERMS OF THE PURCHASE Section 1.1

Initial Dividend and Contribution of Receivables . On the date of the 2000 Agreement:

(a) Each of the Originators party to the 2000 Agreement made a dividend to Parent of the Initial Contributed Assets; and 2

(b) Parent contributed, assigned, transferred, set-over and otherwise conveyed to Buyer, and Buyer accepted from Parent, the Initial Contributed Assets, in exchange for the issuance of 100% of Buyer’s Equity Interests. (c) It is the intention of the parties hereto that (i) the distribution by each Originator party to the 2000 Agreement to Parent of the Initial Contributed Assets originated by such Originator, and (ii) the subsequent contribution thereof by Parent to Buyer thereunder, each constituted an outright assignment of such Initial Contributed Assets, which assignment was absolute and irrevocable and which assignments collectively provided Buyer with the full benefits of ownership of the Initial Contributed Assets. The distribution to Parent of Initial Contributed Assets originated by each such Originator was made without recourse to such Originator, and the contribution of such Initial Contributed Assets to Buyer was made without recourse to Parent; provided, however , that (i) such Originator remained liable to Parent and its assigns for all representations, warranties, covenants and indemnities made by such Originator pursuant to the terms of the 2000 Agreement and the other Transaction Documents to which such Originator was then a party, (ii) Parent remained liable to Buyer and its assigns for all representations, warranties, covenants and indemnities made by Parent, and (iii) such distribution and contribution did not constitute, and were and are not intended to result in, an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the Initial Contributed Assets or any other obligations of such Originator. Each Originator party to the 2000 Agreement and Parent agrees that it has marked its master data processing records relating to the Initial Contributed Assets originated (or, in the case of Parent, contributed) by it with a legend acceptable to Buyer and to the administrative agent under the 2000 Agreement (as Buyer’s assignee), evidencing that Buyer acquired such Initial Contributed Assets as provided in the 2000 Agreement and to note in its financial statements that the Initial Contributed Assets were distributed to Parent and contributed to Buyer’s capital. Upon the request of Buyer or the Administrative Agent (as Buyer’s assignee), each such Originator and Parent will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Initial Contributed Assets to the extent that any such assets remain in existence on the date of this Agreement. Section 1.2

Purchase of Receivables (Other than Initial Contributed Receivables ).

(a) In consideration for the Purchase Price paid to each Originator and upon the terms and subject to the conditions set forth herein, each Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from such Originator, all of such Originator’s right, title and interest in and to all Receivables originated by such Originator and existing as of the close of business on the Initial Cutoff Date applicable to such Originator (other than the 3

Initial Contributed Receivables) and all Receivables thereafter originated by such Originator through and including the applicable Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, Buyer shall acquire all of such Originator’s right, title and interest in and to all Receivables existing as of the Initial Cutoff Date applicable to such Originator (other than the Initial Contributed Receivables) and thereafter arising through and including the applicable Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder from each Originator in accordance with Section 1.3 . (b) On the 25th day of each month hereafter (or if any such day is not a Business Day, on the next succeeding Business Day thereafter), each Originator shall (or shall require the Servicer to) deliver to Buyer a report in substantially the form of Exhibit VII hereto (each such report being herein called a “Purchase Report” ) with respect to the Receivables sold by such Originator to Buyer during the Settlement Period then most recently ended. In addition to, and not in limitation of, the foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request that the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information or documents as Buyer (or the Administrative Agent, as Buyer’s assignee) may reasonably request. (c) It is the intention of the parties hereto that the Purchase of Receivables (other than Initial Contributed Receivables) from each Originator made under the 2000 Agreement, 2005 Agreement, 2008 Agreement, 2011 Agreement or hereunder, as applicable, shall constitute a sale, which sale is absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables (other than Initial Contributed Receivables) originated by such Originator. Except for the Purchase Price Credits owed by such Originator pursuant to Section 1.4 , the sale of Receivables hereunder by each Originator is made without recourse to such Originator; provided, however , that (i) such Originator shall be liable to Buyer for all representations, warranties, covenants and indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with such Receivables, the related Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the sale of Receivables (other than Initial Contributed Receivables) by each Originator hereunder shall constitute a sale of such Receivables rather than loans secured thereby, each Originator agrees that it has marked (or will, on or prior to the date hereof and in accordance with Section 4.1(e)(ii) , mark) its master data processing records relating to the Receivables (other than Initial Contributed Receivables) originated by it with a legend acceptable to Buyer and to the Administrative Agent (as Buyer’s assignee), 4

evidencing that Buyer has purchased such Receivables and to note in its financial statements that its Receivables have been sold to Buyer. Upon the request of Buyer or the Administrative Agent (as Buyer’s assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables (other than Initial Contributed Receivables) originated by such Originator and the Related Security and Collections with respect thereto, or as Buyer or the Administrative Agent (as Buyer’s assignee) may reasonably request. Section 1.3 Payment for the Purchases . (a) The Purchase Price for the Purchase from each Originator of its Receivables in existence as of the close of business on the Initial Cutoff Date applicable to such Originator (other than the Initial Contributed Receivables) shall be payable in full by Buyer to such Originator on the Purchase Date applicable to such Originator, and shall be paid to such Originator in the following manner: (i) by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent pledge of such Receivables to the Lenders under the Credit and Security Agreement, and/or (ii) by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a “Subordinated Loan” ) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Required Capital Amount. Each Originator is hereby authorized by Buyer to endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by Buyer to the applicable Originator or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c) and (d). (b) With respect to any Receivables coming into existence on or after the Purchase Date applicable to an Originator, on each Settlement Date, Buyer shall pay such Originator the Purchase Price therefor in accordance with Section 1.3(d) and in the following manner: 5

first , by delivery to such Originator or its designee of immediately available funds; and/or second , by delivery to such Originator or its designee of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.3(a)(ii). Subject to the limitations set forth in Section 1.3(a)(ii) , each Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the applicable Termination Date. The Subordinated Loans owing to each Originator shall be evidenced by, and shall be payable in accordance with the terms and provisions of its Subordinated Note and shall be payable solely from cash available to Buyer after payment of all amounts due in respect of the Senior Claim (as defined in the Subordinated Note) or to become due in respect of the Senior Claim within 30 days of the date of proposed payment on the Subordinated Note. (c) From and after the applicable Termination Date, no Originator shall be obligated to (but may, at its option) sell Receivables to Buyer. (d) Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and payable in full by Buyer to the applicable Originator on the date such Receivable came into existence, settlement of the Purchase Price between Buyer and such Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables originated by such Originator during the same Calculation Period and based on the information contained in the Purchase Report delivered by such Originator for the Calculation Period then most recently ended. Although settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.3 shall be deemed to have occurred and shall be effective as of the last Business Day of the Calculation Period to which such settlement relates. Section 1.4 (a)

Purchase Price Credit Adjustments . If on any day: the Outstanding Balance of a Receivable purchased from any Originator is:

(i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or 6

(iv)

less on the date of its sale then the amount reflected in the applicable Purchase Report, or

(b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit” ) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note. Section 1.5 Payments and Computations, Etc . All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of the applicable Originator designated from time to time by such Originator or as otherwise directed by such Originator. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Rate in respect thereof until paid in full; provided, however , that such Default Rate shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed. Section 1.6

License of Software .

(a) To the extent that any software used by any Originator to account for the Receivables originated by it is nontransferable, such Originator hereby grants to each of Buyer, the Administrative Agent and the Servicer an irrevocable, nonexclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from 7

granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Agreement), and (ii) the date each of this Agreement and the Credit and Security Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records. Section 1.7 Characterization . If, notwithstanding the intention of the parties expressed in Section 1.2(c) , any sale or contribution by an Originator or Parent to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each conveyance of Receivables by an Originator or Parent hereunder shall constitute a true sale or other absolute assignment thereof: (i) Parent hereby grants to Buyer a duly perfected security interest in all of Parent’s right, title and interest in and to the Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the credit to Buyer’s paid-in capital and capital surplus booked at the time of the issuance to Parent of Buyer’s Equity Interests, together with all other obligations of Parent to Buyer hereunder, which security interest shall be prior to all other Adverse Claims (except as created under the Transaction Documents), and (ii) such Originator hereby grants to Buyer a duly perfected security interest in all of such Originator’s right, title and interest in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price owing to such Originator. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. Section 1.8

Excluded Receivables .

(a) Upon ten (10) days’ advance written notice to the Buyer and Administrative Agent (as Buyer’s assignee), a Transferor may designate as 8

Excluded Receivables all Originated Receivables (whether outstanding or arising on or after the effectiveness of such designation) relating to any designated Obligor; provided that immediately after giving effect to such designation (i) the Excluded Receivable Compliance Condition shall be satisfied and (ii) no Termination Event or Unmatured Termination Event shall exist; provided , further , that no such designation may be undertaken by a Transferor for reasons relating to the credit quality of the related Originated Receivables or in order to manipulate the pool characteristics of the Receivables; and provided, further that, with respect to the Obligors designated in the Notice of Excluded Receivables, dated as of November 15, 2013, no additional notice shall be required to designate as Excluded Receivables all Originated Receivables in respect of such Obligors, including those arising prior to the Cut-off Date immediately preceding the date of such notice. The written notice contemplated by the preceding sentence shall be accompanied by an updated Monthly Report reflecting the exclusion of the Excluded Receivables for such newly designated Obligor outstanding as of the immediately preceding Cut-off Date. If such designation includes Originated Receivables outstanding prior to the immediately preceding Cut-off Date (and therefore owned by the Buyer), then the Buyer may dispose of any such outstanding Excluded Receivables by sale or dividend to the related Transferor; provided, that any such sale shall be made without representations, warranties, covenants or indemnity. Upon any such disposition, Buyer agrees to execute such instruments of release and authorize the execution of such financing statements and amendments or terminations of existing financing statements as necessary to fully accomplish such release and disposition. For the avoidance of doubt, no Excluded Receivables that arise on or after the Cutoff Date prior to the date of such notice shall be deemed to have been sold to the Buyer under this Agreement. (b) Upon ten (10) days’ advance written notice to the Buyer and Administrative Agent (as Buyer’s assignee), a Transferor may reverse the designation of an Obligor’s Excluded Receivables and upon the effective date of such notice, Originated Receivables relating to such Obligor shall no longer be Excluded Receivables; provided, however, that, without the written consent of Required Committed Lenders, the outstanding balance of such Obligor’s Excluded Receivables may not exceed 2.5% of the aggregate outstanding balance of all Eligible Receivables immediately prior to the effective date of such notice. (c) Schedule B shall be updated to reflect the current list of Obligors whose Originated Receivables are Excluded Receivables pursuant to this Section 1.8. 9

ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties . Parent hereby represents and warrants to Buyer and its assigns on the date hereof, and each Originator hereby represents and warrants to Parent, Buyer and Buyer’s assigns, on the date hereof and on each date that any Receivable is originated by such Originator on or after the date hereof, that: (a) Existence and Power . Such Transferor is a corporation or limited liability company, as applicable, duly organized under the laws of the state set forth after its name in the preamble to this Agreement (the “Applicable State” ), and no other state or jurisdiction, and as to which such Applicable State must maintain a public record showing such corporation to have been organized. Such Transferor is validly existing and in good standing under the laws of its Applicable State and is duly qualified to do business and is in good standing as a foreign entity, and has and holds all power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect. (b) Power and Authority; Due Authorization, Execution and Delivery . The execution and delivery by such Person of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder, and, in the case of any Originator, such Originator’s use of the proceeds of the Purchase made from it hereunder, are within its organizational powers and authority and have been duly authorized by all necessary organizational action on its part. This Agreement and each other Transaction Document to which such Transferor is a party has been duly executed and delivered by such Transferor. (c) No Conflict . The execution and delivery by such Transferor of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not result in the creation or imposition of any Adverse Claim on the assets of such Transferor, or contravene or violate (i) its Organizational Documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property (except as created under the Transaction Documents) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. (d) Governmental Authorization . Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Transferor of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder. 10

(e) Actions, Suits . There are no actions, suits or proceedings pending, or to the best of such Transferor’s knowledge, threatened, against or affecting such Transferor, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. (f) Binding Effect . Each of the Transaction Documents to which such Transferor is a party constitutes the legal, valid and binding obligation of such Transferor enforceable against such Transferor in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (g) Accuracy of Information . All information heretofore furnished by such Transferor or any of its Affiliates to Buyer (or its assigns) for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Transferor or any of its Affiliates to Buyer (or its assigns) will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, taken as a whole, not misleading. (h) Use of Proceeds . No portion of any Purchase Price payment hereunder will be used (i) for a purpose that violates, or would be inconsistent with, any law, rule or regulation applicable to such Transferor or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended. (i) Good Title . Immediately prior to the distribution of Initial Contributed Assets by each Originator (if applicable) to Parent and the Purchase from the Originators under the 2000 Agreement and upon the creation of each Receivable originated by an Originator after the Initial Cut-Off Date applicable to such Originator, such Originator (i) is the legal and beneficial owner of such Receivables and (ii) is the legal and beneficial owner of the Related Security with respect thereto or possesses a valid and perfected security interest therein, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents. Immediately prior to Parent’s contribution of the Initial Contributed Assets to Buyer’s capital, Parent was the legal and beneficial owner of the Initial Contributed Assets, free and clear of any Adverse Claim, except as created by the Transaction Documents. (j) Perfection . This Agreement, together with the filing of the financing statements and assignments contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from such Transferor, directly or indirectly): (i) legal and equitable title to, with the right to sell and encumber each Receivable originated by such Originator, whether now existing and hereafter arising, together with the Collections with respect thereto, and (ii) all of such Originator’s right, title and interest in the Related Security associated with each such Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in such Receivables, the Related Security and 11

the Collections. Such Transferor’s jurisdiction of organization is a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest’s obtaining priority over the rights of a lien creditor which respect to collateral. (k) Places of Business and Locations of Records . The principal place of business and chief executive office of such Transferor and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit II or such other locations of which Buyer has been notified in accordance with Section 4.2(a) in jurisdictions where all action required by Section 4.2(a) has been taken and completed. Such Transferor’s Federal Employer Identification Number is correctly set forth on Exhibit II . (l) Collections . The conditions and requirements set forth in Section 4.1(j) have at all times been satisfied and duly performed. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of such Transferor at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit III . Such Originator has not granted any Person, other than Buyer (and its assigns) dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event. (m)

Material Adverse Effect . Since June 30, 2014, no event has occurred that would have a Material Adverse

Effect. (n) Names . The name in which such Transferor has executed this Agreement is identical to the name of such Transferor as indicated on the public record of its state of organization which shows such Transferor to have been organized. In the past five (5) years, such Transferor has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement and as listed on Exhibit II . (o) Ownership of Originators and Buyer . Parent owns, directly or indirectly, 100% of the issued and outstanding Equity Interests of each Originator and Buyer. Such Equity Interests are validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Buyer or any Originator. (p) Not an Investment Company . Such Transferor is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute. (q) Compliance with Law . Such Transferor has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto ( including, without limitation , laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part 12

of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect. (r) Compliance with Credit and Collection Policy . Such Transferor has complied in all material respects with the Credit and Collection Policy with regard to each Receivable originated or contributed by it that was reflected in any Purchase Report as an Eligible Receivable and was an Eligible Receivable on the date of its acquisition by Buyer hereunder, and with regard to each Contract with respect to such Receivable, and has not made any change to such Credit and Collection Policy, except such material change as to which Buyer (and its assigns) have been notified in accordance with Section 4.1(a)(vii) . (s) Payments to such Originator . With respect to each Receivable originated by such Originator and sold to Buyer hereunder, the Purchase Price received by such Originator constitutes reasonably equivalent value in consideration therefor. No transfer hereunder by such Originator of any Receivable originated by such Originator is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq .), as amended. (t) Enforceability of Contracts . Each Contract with respect to each Receivable that was reflected in any Purchase Report as an Eligible Receivable and was an Eligible Receivable on the date of its acquisition by Buyer hereunder is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (u) Eligible Receivables . Each Receivable reflected in any Purchase Report as an Eligible Receivable was an Eligible Receivable on the date of its acquisition by Buyer hereunder. (v) Accounting . The manner in which such Originator accounts for the transactions contemplated by this Agreement in its financial statements does not jeopardize the characterization of the transactions contemplated herein as being true sales. (w) ERISA . (i) Identification of Plans . Except as disclosed on Exhibit III-B of the Credit and Security Agreement, as of the closing date or as of the last date Exhibit III-B of the Credit and Security Agreement was updated to reflect the establishment of a new plan, none of the Parent, such Originator, their respective Restricted Subsidiaries or any of their respective ERISA Affiliates maintains or contributes to, or has during the past seven (7) years maintained or contributed to, any material Plan that is subject to Title IV of ERISA. (ii) Compliance . Each Plan maintained by the Parent, such Originator and their respective Restricted Subsidiaries has at all times been maintained, by its terms and in operation, in compliance with all applicable laws, and the Parent, such Originator and their respective Restricted Subsidiaries are subject to no tax or penalty with respect to any 13

Plan of such Person or any ERISA Affiliate thereof, including, without limitation, any tax or penalty under Title I or Title IV of ERISA or under Chapter 43 of the Tax Code, or any tax or penalty resulting from a loss of deduction under Sections 162, 404, or 419 of the Tax Code, where the failure to comply with such laws, and such taxes and penalties, together with all other liabilities referred to in this Section 2.1(w) (taken as a whole), would in the aggregate have a Material Adverse Effect. (iii) Liabilities . None of the Parent, such Originator or any of their respective Restricted Subsidiaries is subject to any liabilities (including withdrawal liabilities) with respect to any Plans of the Parent, such Originator, their respective Restricted Subsidiaries and their respective ERISA Affiliates, including, without limitation, any liabilities arising from Titles I or IV of ERISA, other than obligations to fund benefits under an ongoing Plan and to pay current contributions, expenses and premiums with respect to such Plans, where such liabilities, together with all other liabilities referred to in this Section 2.1(w) (taken as a whole), would in the aggregate have a Material Adverse Effect. (iv) Funding . Each of the Parent, such Originator and their respective Restricted Subsidiaries and, with respect to any Plan which is subject to Title IV of ERISA, each of their respective ERISA Affiliates, have made full and timely payment of all amounts (A) required to be contributed under the terms of each Plan and applicable law, and (B) required to be paid as expenses (including PBGC or other premiums) of each Plan, where the failure to pay such amounts (when taken as a whole, including any penalties attributable to such amounts) would have a Material Adverse Effect. None of the Parent or such Originator is subject to any liabilities with respect to post-retirement medical benefits in any amounts which, together with all other liabilities referred to in this Section 2.1(w) (taken as a whole), would have a Material Adverse Effect if such amounts were then due and payable. (v) ERISA Event . No ERISA Event has occurred or is reasonably expected to occur, except for such ERISA Events that individually or in the aggregate would not have a Material Adverse Effect. (x) OFAC . None of Parent, such Originator nor any Subsidiary or Affiliate of the foregoing (i) is a Sanctioned Person, (ii) does business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC or (iii) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC. ARTICLE III CONDITIONS OF PURCHASE Section 3.1 Conditions Precedent to Purchase . The Purchase from each Originator under this Agreement is subject to the conditions precedent that (a) Buyer (and its assigns) shall have received on or before the closing date of the Credit and Security Agreement those documents listed on Schedule A and (b) all of the conditions to effectiveness of the Credit and Security Agreement shall have been satisfied on or before the closing date thereof or waived in accordance with the terms thereof. 14

Section 3.2 Conditions Precedent to Subsequent Payments . Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash or through an increase in the amounts outstanding under such Originator’s Subordinated Note), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto. ARTICLE IV COVENANTS Section 4.1

Affirmative Covenants of Transferors . Until the date on which this Agreement terminates in accordance with

its terms: (a) Financial Reporting . Parent agrees that it will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and Parent will, and, as applicable, will cause each Originator to, furnish to Buyer (and its assigns): (i) Annual Reporting . Within 90 days after the close of each of its fiscal years, the annual audited report for that fiscal year for the Parent and its Subsidiaries, containing a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of the Parent and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year (which financial statements shall be reported on by the Parent’s independent certified public accountants, such report to state that such financial statements fairly present in all material respects the consolidated financial condition and results of operation of the Parent and its 15

Subsidiaries in accordance with GAAP and to be without any material qualifications or exceptions). (ii) Quarterly Reporting . Within 45 days after the close of the first three (3) quarterly periods of each of its fiscal years, the quarterly unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income and cash flows (together with all footnotes thereto) of the Parent and its Subsidiaries for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of Parent’s previous fiscal year, accompanied by a certificate, dated the date of furnishing, signed by a Financial Officer of the Parent to the effect that such financial statements accurately present in all material respects the consolidated financial condition of the Parent and its Subsidiaries and that such financial statements have been prepared in accordance with GAAP consistently applied (subject to year end adjustments). (iii) Compliance Certificate . Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit IV signed by a Financial Officer of Parent and dated the date of such annual financial statement or such quarterly financial statement, as the case may be. (iv) Shareholders Statements and Reports . Promptly upon the filing thereof or otherwise becoming available, copies of all financial statements, annual, quarterly and special reports, proxy statements and notices sent or made available generally by Parent to its public security holders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by any of them with any securities exchange or with the Securities and Exchange Commission, and of all press releases and other statements made available generally to the public containing material developments in the business or financial condition of Parent and its Restricted Subsidiaries. (v) Auditors Reports and Management Letters . Promptly upon receipt thereof, copies of all financial statements of, and all reports submitted by, independent public accountants to Parent in connection with each annual, interim, or special audit of Parent’s financial statements, including without limitation, the comment letter submitted by such accountants to management in connection with their annual audit; (b)

Other Notices and Information . Each Transferor will deliver to Buyer and its assigns:

(i) Reportable Events . As soon as possible and in any event within thirty (30) days after such Transferor or any Restricted Subsidiary knows or has reason to know that any “Reportable Event” (as defined in Section 4043(b) of ERISA) with respect to any Plan has occurred (other than such a Reportable Event for which the PBGC has waived the 30-day notice requirement under Section 4043(a) of ERISA) and such Reportable Event involves a matter that has had, or is reasonably likely to have, a Material Adverse Effect, a statement of a Financial Officer of such Transferor or such Restricted Subsidiary setting forth details as to such Reportable Event and the action which the Parent or such Restricted Subsidiary proposes to take 16

with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to the Parent or such Restricted Subsidiary; (ii) Change in Credit and Collection Policy . At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such proposed change or amendment ,and (B) if such proposed change or amendment would be reasonably likely to materially adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting Buyer’s (and the Administrative Agent’s, as Buyer’s assignee) consent thereto. (iii) Other Information . Promptly, from time to time, such other information, documents, records or reports relating to the Receivables originated or contributed by such Transferor or the condition or operations, financial or otherwise, of such Originator as Buyer (or its assigns) may from time to time reasonably request in order to protect the interests of Buyer (and its assigns) under or as contemplated by this Agreement. (iv) Termination Events or Unmatured Termination Events . The occurrence of each Termination Event and each Unmatured Termination Event, by a statement of a Financial Officer of such Transferor. (v) Downgrade of Parent . Promptly after the occurrence thereof, any downgrade in the rating of any rated Debt of any Transferor by S&P or by Moody’s, setting forth the Debt affected and the nature of such change. (vi) Material Adverse Effect . Promptly upon learning thereof, the occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect. (c) Compliance with Laws and Preservation of Existence . Each Transferor will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Transferor will preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where its business is conducted, except where the failure to so qualify or remain in good standing could not reasonably be expected to have a Material Adverse Effect. (d) Audits . Each Transferor will furnish to Buyer (as its assigns) such information with respect to it and the Receivables sold or contributed by it as may be reasonably requested by Buyer from time to time. Each Transferor will, from time to time during regular business hours as requested by Buyer (or its assigns) upon reasonable notice and at the sole cost of such Transferor, permit Buyer (or its assigns), or its agents or representatives: (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Transferor relating to the Receivables and Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Transferor for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such 17

Transferor’s financial condition or the Receivables and the Related Security or such Transferor’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of such Transferor having knowledge of such matters (each of the foregoing examinations and visits, a “ Review ”); provided, however, that, so long as no Amortization Event (under and as defined in the Credit and Security Agreement) has occurred and is continuing, (A) the Transferors shall only be responsible for the costs and expenses of the first Review conducted in each calendar year, and (B) the Agents, collectively, will not request more than three (3) Reviews in any one calendar year. The first review in each calendar year shall be conducted solely at the request of the Administrative Agent. Each Review (other than the first Review occurring during any calendar year) shall be conducted solely at the request of the Required Committed Lenders. (e)

Keeping and Marking of Records and Books .

(i) Such Transferor will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Such Transferor will give Buyer (or its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence. (ii) Such Transferor will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to Buyer (or its assigns), describing Buyer’s ownership interests in the Receivables and further describing the interest of the Administrative Agent (on behalf of the Lenders) under the Credit and Security Agreement and (B) upon the request of Buyer (or its assigns): (x) mark each Contract with a legend describing Buyer’s ownership interests in the Receivables originated by such Transferor and further describing the interest of the Administrative Agent (on behalf of the Lenders) and (y) after the occurrence of a Termination Event, deliver to Buyer (or its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract) relating to such Receivables. (f) Compliance with Contracts and Credit and Collection Policy . Such Transferor will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables originated by it, and (ii) comply in all respects with the Credit and Collection Policy in regard to each such Receivable and the related Contract. 18

(g) Ownership . Such Transferor, as applicable, will take all necessary action to establish and maintain, irrevocably in Buyer, (A) legal and equitable title to the Receivables originated by such Transferor and the Collections and (B) all of such Transferor’s right, title and interest in the Related Security associated with the Receivables originated by such Transferor, in each case, free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer (and its assigns) (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Buyer as Buyer (or its assigns) may reasonably request). (h) Lenders’ Reliance . Such Transferor acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by the Credit and Security Agreement in reliance upon Buyer’s identity as a legal entity that is separate from such Transferor and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Transferor will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of such Transferor and any Affiliates thereof and not just a division of such Transferor or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Transferor (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own any of the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the “separateness covenants” set forth in Section 7.1(i) of the Credit and Security Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between such Transferor and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1. (i) Collections . Such Transferor will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to such Transferor or any Affiliate of such Transferor, such Transferor will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposit into a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, such Transferor will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of Buyer and its assigns. Such Transferor will transfer exclusive ownership, dominion and control of each Lock-Box and Collection Account to Buyer and, will not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to Buyer (or its assigns) as contemplated by this Agreement and the Credit and Security Agreement. (j) Taxes . Such Transferor will file all tax returns and reports required by law to be filed by it and promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being contested in good faith by 19

appropriate and timely proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Such Transferor will pay when due any and all present and future stamp, documentary, and other similar taxes and governmental charges payable in connection with the Receivables originated by it, and hold Buyer and its assigns harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes and governmental charges. Section 4.2 Negative Covenants of Transferors . Until the date on which this Agreement terminates in accordance with its terms, each Transferor hereby covenants that: (a) Name Change, Offices and Records . Such Transferor will not change its (i) jurisdiction of organization, (ii) name, (iii) identity or structure (within the meaning of Article 9 of any applicable enactment of the UCC), unless it shall have: (i) given the Buyer (and the Administrative Agent, as its assignee) at least forty-five (45) days’ prior written notice thereof and (ii) delivered to the Administrative Agent (as Buyer’s assignee) all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation. (b) Change in Payment Instructions to Obligors . Such Transferor will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or LockBox, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however , that such Transferor may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account; provided further, however, each Transferor agrees to direct its Obligors of Excluded Receivables to make payment to a lock-box or account that is not a Lock-Box or Collection Account and to use commercially reasonable efforts to ensure that no collections in respect of Excluded Receivables are deposited to, or commingled with amounts on deposit in, any Lock-Box or Collection Account commencing no later than the date that is thirty (30) days after the designation of such Excluded Receivables pursuant to Section 1.8. (c) Modifications to Contracts and Credit and Collection Policy . Such Transferor will not make any change to the Credit and Collection Policy that could reasonably be expected to adversely affect the collectibility of the Receivables originated by it or decrease the credit quality of any of its newly created Receivables. Except as otherwise permitted in its capacity as Servicer pursuant to the Credit and Security Agreement, such Transferor will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy. (d) Sales, Liens . Such Transferor will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection 20

Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and such Transferor will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Transferor. For the avoidance of doubt, the limitations of this Section 4.2(d) relating to sales, assignments, other dispositions and Adverse Claims shall continue to apply to any Receivable that is reconveyed pursuant to Section 1.4. (e) Accounting for Purchase . Such Transferor will not, and will not permit any Affiliate to, financially account (whether in financial statements or otherwise) for the transactions contemplated hereby in any manner other than the sale or other outright conveyance by such Transferor to Buyer of the Receivables originated by such Transferor and the associated Related Security or in any other respect account for or treat the transactions contemplated hereby in any manner other than as a sale of such Receivables and Related Security by such Transferor to Buyer except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with generally accepted accounting principles. (f) ERISA Compliance . Each of the Parent and such Transferor will not, and will not permit any Subsidiary of the Parent and such Transferor to, fail to satisfy the minimum funding standard under Section 412 of the Tax Code or Section 302 of ERISA, whether or not waived, or incur any liability under Section 4062 of ERISA to PBGC established thereunder in connection with any Plan except as would not have a Material Adverse Effect. ARTICLE V TERMINATION EVENTS Section 5.1 Termination Event:

Termination Events . The occurrence of any one or more of the following events shall constitute a

(a) Any Transferor shall fail to make any payment or deposit required hereunder when due and such failure shall continue for three (3) Business Days. (b)

Any Transferor shall fail to observe or perform any covenant or agreement contained in Section 4.1(b)(iv) or

4.2 . (c) Any Transferor shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in Sections 5.1(a) and (b) ), and such failure shall remain unremedied for 30 days after the earlier of (i) an Executive Officer of any of the Transferors obtaining knowledge thereof, or (ii) written notice thereof shall have been given to Any of the Transferors by Buyer or any of its assigns. (d) Any representation, warranty, certification or statement made by such Transferor in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold and provided further, that any misrepresentation or certification for which 21

Buyer has actually received a Purchase Price Credit shall not constitute a Termination Event hereunder. (e) Any of the Transferors or any of its Restricted Subsidiaries shall fail to make when due (whether at stated maturity, by acceleration, on demand or otherwise, and after giving effect to any applicable grace period) any payment of principal of or interest on any Debt (other than the Obligations) exceeding $25,000,000 individually or in the aggregate, or any of the Transferors or any of its Restricted Subsidiaries shall fail to observe or perform within any applicable grace period any covenants or agreements contained in any agreements or instruments relating to any of its Debt exceeding $25,000,000 individually or in the aggregate, or any other event shall occur if the effect of such failure or other event is to accelerate, or to permit the holder of such Debt or any other Person to accelerate, the maturity of such Debt; or any such Debt shall be required to be prepaid (other than by a regularly scheduled required prepayment) in whole or in part prior to its stated maturity. (f) Any of the Transferors or any Restricted Subsidiary shall commence a voluntary case concerning itself under the Bankruptcy Code or applicable foreign bankruptcy laws; or an involuntary case for bankruptcy is commenced against any of the Transferors or any of its Restricted Subsidiaries and the petition is not controverted within 30 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) or similar official under applicable foreign bankruptcy laws is appointed for, or takes charge of, all or any substantial part of the property of any of the Transferors or any of its Restricted Subsidiaries; or any of the Transferors or any of its Restricted Subsidiaries commences proceedings of its own bankruptcy or to be granted a suspension of payments or any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating to any of the Transferors or any of its Restricted Subsidiaries or there is commenced against any of the Transferors or any of its Restricted Subsidiaries any such proceeding which remains undismissed for a period of 60 days; or any of the Transferors or any of its Restricted Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any of the Transferors or any of its Restricted Subsidiaries suffers any appointment of any custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or any of the Transferors or any of its Restricted Subsidiaries makes a general assignment for the benefit of creditors; or any of the Transferors or any of its Restricted Subsidiaries shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or any of the Transferors or any of its Restricted Subsidiaries shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or any of the Transferors or any of its Restricted Subsidiaries shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate action is taken by any of the Transferors or any of its Restricted Subsidiaries for the purpose of effecting any of the foregoing. (g)

A Change of Control shall occur.

(h) A Plan of any of the Transferors or any Restricted Subsidiary or a Plan subject to Title IV of ERISA of any of its ERISA Affiliates: (i) shall fail to be funded in 22

accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or (ii) is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or (iii) shall require any of the Transferors or any Restricted Subsidiary to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or (iv) results in a liability to any of the Transferors or any Restricted Subsidiary under applicable law, the terms of such Plan, or Title IV of ERISA; and there shall result from any such failure, waiver, termination or other event a liability to the PBGC or a Plan that would have a Material Adverse Effect. (i) Judgments or orders for the payment of money in excess of $25,000,000 individually or in the aggregate or otherwise having a Material Adverse Effect shall be rendered against any of the Transferors or any Restricted Subsidiary and such judgment or order shall continue unsatisfied (in the case of a money judgment) and in effect for a period of 30 days during which execution shall not be effectively stayed or deferred (whether by action of a court, by agreement or otherwise). (j) Any Transaction Document ceases to be in full force and effect or the validity or enforceability thereof is disaffirmed by or on behalf of any Transferor or any Restricted Subsidiary, or at any time it is or becomes unlawful for any Transferor or any Restricted Subsidiary to perform or comply with its obligations under any Transaction Document, or the obligations of Any of the Transferors or any Restricted Subsidiary under any Transaction Document are not or cease to be legal, valid and binding on any of the Transferors or any Restricted Subsidiary. (k) There shall occur any loss, termination, cancellation or other material impairment of any governmental license, certificate, or permit by any Transferor or any Restricted Subsidiary which is reasonably likely to have a Material Adverse Effect. Section 5.2 Remedies . Upon the occurrence and during the continuation of a Termination Event, Buyer may take any of the following actions: (i) declare the applicable Termination Date to have occurred, whereupon the applicable Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Transferor; provided, however , that upon the occurrence of a Termination Event described in Section 5.1(f) with respect to any Transferor, or of an actual or deemed entry of an order for relief with respect to any Transferor under the Bankruptcy Code, the applicable Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Transferor and (ii) to the fullest extent permitted by applicable law, declare that the Default Rate shall accrue with respect to any amounts then due and owing by such Transferor to Buyer. The aforementioned rights and remedies shall be without limitation and shall be in addition to all other rights and remedies of Buyer and its assigns otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative. 23

ARTICLE VI INDEMNIFICATION Section 6.1 Indemnities by Transferors . Without limiting any other rights that Buyer may have hereunder or under applicable law, each Transferor hereby agrees to indemnify (and pay upon demand to) Buyer and its assigns, officers, directors, agents and employees (each an “Indemnified Party” ) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of Buyer or any such assign) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts” ) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables originated by such Transferor, excluding, however : (a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (b) Indemnified Amounts to the extent the same includes losses in respect of Receivables originated by such Transferor that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (c) taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, and taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction in which such Indemnified Party’s principal executive office is located or any political subdivision thereof; provided, however , that nothing contained in this sentence shall limit the liability of such Transferor or limit the recourse of each Indemnified Party to such Transferor for amounts otherwise specifically provided to be paid by such Transferor under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, but subject in each case to clauses (a), (b) and (c) above, each Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (i) any representation or warranty made by such Transferor (or any officer of such Transferor) under or in connection with any Purchase Report, this Agreement, any other Transaction Document or any other information or report delivered by such Transferor pursuant hereto or thereto for which Buyer has not received a Purchase Price Credit that shall have been false or incorrect when made or deemed made; 24

(ii) the failure by such Transferor, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of such Transferor to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of such Transferor to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than a defense related to the financial condition, or discharge in bankruptcy, of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi)

the commingling of Collections of Receivables at any time with other funds;

(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, such Transferor’s use of the proceeds of the Purchase from it hereunder, the ownership of the Receivables originated by such Transferor or any other investigation, litigation or proceeding relating to such Transferor in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix)

any Termination Event;

(x) any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the Receivables originated by such Transferor and the associated Collections, 25

and all of such Transferor’s right, title and interest in the Related Security associated with such Receivables, in each case, free and clear of any Adverse Claim; (xi) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable originated by such Transferor, the Related Security and Collections with respect thereto, and the proceeds thereof, whether at the time of the Purchase from such Transferor hereunder or at any subsequent time; (xii) any action or omission by such Transferor which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable; (xiii) any attempt by any Person to void the Purchase from such Transferor hereunder under statutory provisions or common law or equitable action; (xiv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Buyer as a result of any action of such Transferor; and (xv) the failure of any Receivable reflected as an Eligible Receivable on any Purchase Report prepared by such Transferor to be an Eligible Receivable at the time acquired by Buyer. Notwithstanding the foregoing, (i) the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Receivables conveyed hereunder; and (ii) nothing in the Section 6.1 shall require a Transferor to indemnify any Indemnified Party for Receivables which are not collected, not paid or otherwise uncollectible on account of the insolvency, bankruptcy, creditworthiness or financial inability to pay of the applicable Obligor. Section 6.2 Other Costs and Expenses . Each Transferor shall pay to Buyer on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder. Each Transferor shall pay to Buyer on demand any and all costs and expenses of Buyer, if any, including reasonable counsel fees and expenses actually incurred in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following a Termination Event. ARTICLE VII MISCELLANEOUS Section 7.1

Waivers and Amendments . 26

(a) No failure or delay on the part of Buyer (or its assigns) in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by each Transferor and Buyer and, to the extent required under the Credit and Security Agreement, the Administrative Agent and the Committed Lenders or the Required Committed Lenders. Any material amendment, supplement, modification or waiver will require satisfaction of the Rating Agency Condition. Section 7.2 Notices . All communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (a) if given by telecopy, upon the receipt thereof, (b) if given by mail, five (5) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this Section 7.2 . Section 7.3

Protection of Ownership Interests of Buyer .

(a) Each Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interest of the Administrative Agent (on behalf of the Lenders) under the Credit and Security Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at such Transferor’s sole cost and expense, direct such Transferor to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee. (b) If any Transferor fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Transferor as provided in Section 6.2 . Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(ies)-in-fact, to act on 27

behalf of such Transferor (i) to execute on behalf of such Transferor as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Transferor and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in such Receivables. This appointment is coupled with an interest and is irrevocable. From and after July 1, 2001, if any Transferor fails to perform any of its obligations hereunder: (A) such Transferor hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Transferor, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) such Transferor acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent (as Buyer’s assignee), consenting to the form and substance of such filing or recording document, and (C) such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as Buyer’s assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative Agent (as Buyer’s assign), respectively. Section 7.4

Confidentiality .

(a) Each Transferor and Buyer shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Fee Letter and the other confidential or proprietary information with respect to the Administrative Agent and the Lenders and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Transferor and its officers and employees may disclose such information to such Transferor’s external accountants, attorneys and other advisors and as required by any applicable law or order of any judicial or administrative proceeding. (b) Each Transferor hereby consents to the disclosure of any nonpublic information with respect to it (i) to Buyer, the Agents, any Co-Agent or the Lenders by each other, (ii) to any prospective or actual assignee or participant of any of the Persons described in clause (i), and (iii) to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to a Lender or any entity organized for the purpose of purchasing, or 28

making loans secured by, financial assets for which any Co-Agent or one of its Affiliates acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided each such Person described in the foregoing clauses (ii) and (iii) is informed of the confidential nature of such information. In addition, the Lenders and the Administrative Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law). Section 7.5

Bankruptcy Petition .

(a) Each Transferor and Buyer each hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of a Lender, it will not institute against, or join any other Person in instituting against, such Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. (b) Each Transferor covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding obligations of Buyer under the Credit and Security Agreement, it will not institute against, or join any other Person in instituting against, Buyer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. Section 7.6 Limitation of Liability . Except with respect to any claim arising out of the willful misconduct or gross negligence of any Transferor, Buyer, any Lender or any Agent, no claim may be made by any such Person (or its Affiliates, directors, officers, employees, attorneys or agents) against any such other Person (or its Affiliates, directors, officers, employees, attorneys or agents) for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the parties hereto, on behalf of itself and its Affiliates, directors, officers, employees, attorneys, agents, successors and assigns, hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Section 7.7 CHOICE OF LAW . THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (EXCEPT IN THE CASE OF THE OTHER TRANSACTION DOCUMENTS, TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTEREST OF ANY TRANSFEROR OR THE BUYER, IN ANY OF THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. 29

Section 7.8 CONSENT TO JURISDICTION . EACH TRANSFEROR HEREBY IRREVOCABLY SUBMITS TO THE NON EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH TRANSFEROR PURSUANT TO THIS AGREEMENT AND SUCH TRANSFEROR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST SUCH TRANSFEROR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY SUCH TRANSFEROR AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH TRANSFEROR PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN THE STATE OF NEW YORK. Section 7.9 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY SUCH TRANSFEROR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER. Section 7.10

Integration; Binding Effect; Survival of Terms .

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferors, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). No Transferor may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor. Without limiting the foregoing, each Transferor acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security 30

Agreement. Each Transferor agrees that the Administrative Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however , that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor pursuant to Article II ; (ii) the indemnification and payment provisions of Article VI ; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement. Section 7.11 Counterparts; Severability; Section References . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

31

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. ROCK-TENN COMPANY, as Parent By: /s/ John D. Stakel Name: John D. Stakel Title: Senior Vice President and Treasurer Address: 504 Thrasher Street Norcross, GA 30071 Attn: John D. Stakel Telephone: (678) 291-7901 Facsimile: (770) 246-4642 All notices delivered pursuant to Section 5.2 or Section 6.2 shall also be sent to: Address: 504 Thrasher Street Norcross, GA 30071 Attn: General Counsel Telephone: (678) 291-7456 Facsimile: (770) 263-3582 ROCK-TENN MILL COMPANY, LLC, as Originator By: /s/ John D. Stakel Name: John D. Stakel Title: Senior Vice President and Treasurer Address:

504 Thrasher Street Norcross, GA 30071 Attn: John D. Stakel Telephone: (678) 291-7901 Facsimile: (770) 246-4642

All notices delivered pursuant to Section 5.2 or Section 6.2 shall also be sent to: Address: 504 Thrasher Street Norcross, GA 30071 Attn: General Counsel Telephone: (678) 291-7456 Facsimile: (770) 263-3582

[Fifth Amended and Restated Receivables Sale Agreement]

ROCKTENN - SOUTHERN CONTAINER, LLC, as Originator By: /s/ John D. Stakel Name: John D. Stakel Title: Senior Vice President and Treasurer Address:

504 Thrasher Street Norcross, GA 30071 Attn: John D. Stakel Telephone: (678) 291-7901 Facsimile: (770) 246-4642

All notices delivered pursuant to Section 5.2 or Section 6.2 shall also be sent to: Address: 504 Thrasher Street Norcross, GA 30071 Attn: General Counsel Telephone: (678) 291-7456 Facsimile: (770) 263-3582 ROCK-TENN COMPANY OF TEXAS, as Originator By: /s/ John D. Stakel Name: John D. Stakel Title: Senior Vice President and Treasurer Address:

504 Thrasher Street Norcross, GA 30071 Attn: John D. Stakel Telephone: (678) 291-7901 Facsimile: (770) 246-4642

All notices delivered pursuant to Section 5.2 or Section 6.2 shall also be sent to: Address: 504 Thrasher Street Norcross, GA 30071 Attn: General Counsel Telephone: (678) 291-7456 Facsimile: (770) 263-3582

[Fifth Amended and Restated Receivables Sale Agreement]

ROCK-TENN CONVERTING COMPANY, as Originator By: /s/ John D. Stakel Name: John D. Stakel Title: Senior Vice President and Treasurer Address:

504 Thrasher Street Norcross, GA 30071 Attn: John D. Stakel Telephone: (678) 291-7901 Facsimile: (770) 246-4642

All notices delivered pursuant to Section 5.2 or Section 6.2 shall also be sent to: Address: 504 Thrasher Street Norcross, GA 30071 Attn: General Counsel Telephone: (678) 291-7456 Facsimile: (770) 263-3582 WALDORF CORPORATION, as Originator By: /s/ John D. Stakel Name: John D. Stakel Title: Senior Vice President and Treasurer Address:

504 Thrasher Street Norcross, GA 30071 Attn: John D. Stakel Telephone: (678) 291-7901 Facsimile: (770) 246-4642

All notices delivered pursuant to Section 5.2 or Section 6.2 shall also be sent to: Address: 504 Thrasher Street Norcross, GA 30071 Attn: General Counsel Telephone: (678) 291-7456 Facsimile: (770) 263-3582

[Fifth Amended and Restated Receivables Sale Agreement]

PCPC, INC., as Originator By: /s/ John D. Stakel Name: John D. Stakel Title: Senior Vice President and Treasurer Address:

504 Thrasher Street Norcross, GA 30071 Attn: John D. Stakel Telephone: (678) 291-7901 Facsimile: (770) 246-4642

All notices delivered pursuant to Section 5.2 or Section 6.2 shall also be sent to: Address: 504 Thrasher Street Norcross, GA 30071 Attn: General Counsel Telephone: (678) 291-7456 Facsimile: (770) 263-3582 ROCKTENN CP, LLC, as Originator By: /s/ John D. Stakel Name: John D. Stakel Title: Senior Vice President and Treasurer Address:

504 Thrasher Street Norcross, GA 30071 Attn: John D. Stakel Telephone: (678) 291-7901 Facsimile: (770) 246-4642

All notices delivered pursuant to Section 5.2 or Section 6.2 shall also be sent to: Address: 504 Thrasher Street Norcross, GA 30071 Attn: General Counsel Telephone: (678) 291-7456 Facsimile: (770) 263-3582

[Fifth Amended and Restated Receivables Sale Agreement]

ROCKTENN – SOLVAY, LLC, as Originator By: /s/ John D. Stakel Name: John D. Stakel Title: Senior Vice President and Treasurer Address:

504 Thrasher Street Norcross, GA 30071 Attn: John D. Stakel Telephone: (678) 291-7901 Facsimile: (770) 246-4642

All notices delivered pursuant to Section 5.2 or Section 6.2 shall also be sent to: Address: 504 Thrasher Street Norcross, GA 30071 Attn: General Counsel Telephone: (678) 291-7456 Facsimile: (770) 263-3582

[Fifth Amended and Restated Receivables Sale Agreement]

ROCK-TENN FINANCIAL, INC., as Buyer By: /s/ Bradley A. Hasten Name: Bradley A. Hasten Title: Assistant Secretary Address:

504 Thrasher Street Norcross, GA 30071 Attn: John D. Stakel Telephone: (678) 291-7901 Facsimile: (770) 246-4642

[Fifth Amended and Restated Receivables Sale Agreement]

Exhibit I Definitions This is Exhibit I to the Agreement (as hereinafter defined). (a) Capitalized terms used and not otherwise defined in the Agreement or this Exhibit are used with the meanings attributed thereto in the Credit and Security Agreement. (c) As used in the Agreement and the Exhibits and Schedules thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). “2000 Agreement” has the meaning set forth in the preamble to the Agreement. “2005 Agreement” has the meaning set forth in the preamble to the Agreement. “2008 Agreement” has the meaning set forth in the preamble to the Agreement. “2011 Agreement” has the meaning set forth in the preamble to the Agreement. “2012 Agreement” has the meaning set forth in the preamble to the Agreement. “Adverse Claim” means a Lien. “Affiliates” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling Person owns 10-50% of any class of voting securities of the controlled Person only if it also possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise, or (b) if the controlling Person owns more than 50% of any class of voting securities of the controlled Person. “Administrative Agent” has the meaning set forth in the Preliminary Statements to the Agreement. “Aggregate Average Eligible Receivables Balance” means, as of any date of determination, the average outstanding balance of Eligible Receivables as of the end of each month for the 12-month period ending on the Cut-off Date prior to the date of such determination. “Aggregate Average Receivables Balance” means, as of any date of determination, the average outstanding balance of Receivables as of the end of each month for the 12-month period ending on the Cut-off Date prior to the date of such determination. “Agreement” means the Fifth Amended and Restated Receivables Sale Agreement, dated as of September 15, 2014, among Parent, Originators and Buyer, as the same 1

may be amended, restated and/or otherwise modified from time to time in accordance with the terms thereof. “Applicable State” has the meaning set forth in Section 2.1(a) . “Average Eligible Receivables Balance” means, for an Obligor effectively designated pursuant to Section 1.8, the average outstanding balance of Eligible Receivables for such Obligor as of the end of each month for the 12-month period ending on the Cut-off Date prior to the date of such designation. “ Average Receivables Balance ” means, for an Obligor effectively designated pursuant to Section 1.8, the average outstanding balance of Receivables for such Obligor as of the end of each month for the 12-month period ending on the Cut-off Date prior to the date of such designation. “Bankruptcy Code” means the Bankruptcy Code of 1978, as amended and in effect from time to time (11 U.S.C. § 101 et seq .) and any successor statute thereto. “Business Day” means any day on which banks are not authorized or required to close in New York, New York or Atlanta, Georgia. “Buyer” has the meaning set forth in the preamble to the Agreement. “Calculation Period” means each calendar month or portion thereof which elapses during the term of the Agreement. The first Calculation Period shall commence on the date of the Purchases hereunder and the final Calculation Period shall terminate on the applicable Termination Date. “Capitalized Lease” means any lease the obligation for rentals with respect to which is required to be capitalized on a balance sheet of the lessee in accordance with GAAP. “Change of Control” means (a) as applied to Parent, that, during any period of twelve consecutive calendar months, (i) more than 50% of the members of the Board of Directors of Parent who were members on the first day of such period shall have resigned or been removed or replaced, other than as a result of death, disability, change in personal circumstances or in connection with the SSCC Acquisition, or (ii) any Person or “Group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but excluding (A) any employee benefit or stock ownership plans of Parent, and (B) members of the Board of Directors and executive officers of Parent as of the date of this Agreement, members of the immediate families of such members and executive officers, and family trusts and partnerships established by or for the benefit of any of the foregoing individuals) shall have acquired more than 50% of the outstanding voting Equity Interests of Parent, except that Parent’s purchase of its common stock outstanding on the date hereof which results in one or more of Parent’s shareholders of record as of the date of this Agreement controlling more than 50% of the outstanding voting Equity Interests of Parent shall not constitute an acquisition hereunder, (b) Parent ceases to own, directly or indirectly, a majority of the outstanding voting Equity Interests of any Originator, or (c) Parent ceases to own a majority of the outstanding voting Equity Interests of Buyer; provided, however , that a Change of Control that would otherwise occur 2

pursuant to clause (a) of this definition as the result of an acquisition of more than 50% of the outstanding voting Equity Interests of Parent shall not be deemed to occur until the date that is 120 days following such acquisition in the event that the long term unsecured senior debt ratings assigned to the surviving entity by S&P and Moody’s are at least “BB” and “Ba2”, respectively. “Collection Account” means each concentration account, depository account, lock-box account or similar account in which any Collections are collected or deposited and which is listed on Exhibit III hereto. “Collection Account Agreement” means an agreement in form reasonably acceptable to the Administrative Agent among Buyer, the Administrative Agent and a Collection Bank. “Collection Bank” means, at any time, any of the banks holding one or more Collection Accounts. “Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable; provided, however , that the term “Collections” shall not include any payment made for the account of a third-party service provider or sub-contractor whose services were not included in the amount invoiced for the applicable Receivable. “Commercial Paper” means promissory notes issued by a Conduit in the commercial paper market. “Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable. “Credit and Collection Policy” means (i) with respect to RockTenn CP, LLC, the credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit V-1 , as modified from time to time in accordance with the Agreement and (ii) with respect to an Originator other than RockTenn CP, LLC, the credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit V-2 , as modified from time to time in accordance with the Agreement; provided, that the parties hereto acknowledge that it the intent of the parties hereto that the two credit and collection policies and practices referenced in this definition of “Credit and Collection Policy” be consolidated and amended over time such that a single set of credit and collection policies and practices shall apply to all Originators at a future date. “Credit and Security Agreement” has the meaning set forth in the Preliminary Statements to the Agreement. “Debt” means, with respect to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the 3

ordinary course of business, (iv) all obligations of such Person as lessee under Capitalized Leases, (v) all obligations of such Person to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities or property, (vi) all obligations of such Person to reimburse any bank or other person in respect of amounts paid under a letter of credit or similar instrument, (vii) all Debt of others secured by a lien on any asset of such Person to the extent of the fair market value of such asset, whether or not such Debt is assumed by such Person, (viii) all Synthetic Lease Liabilities of such Person, and (ix) all Debt of others guaranteed by such Person to the extent such Debt represents a liability of such Person; provided that liabilities resulting from the recognition of other post-retirement benefits required by Financial Accounting Standard No. 106 shall not constitute “Debt.” “Default Rate” means a rate per annum equal to the sum of (i) the Prime Rate, plus (ii) 2.00%, changing when and as the Prime Rate changes. “Default Ratio” has the meaning set forth in the Credit and Security Agreement. “Discount Factor” means a percentage calculated to provide Buyer with a reasonable return on its investment in the Receivables purchased from each Originator after taking account of (i) the time value of money based upon the anticipated dates of collection of such Receivables and the cost to Buyer of financing its investment in such Receivables during such period, (ii) the risk of nonpayment by the Obligors, (iii) servicing costs, and (iv) factoring expenses. Each Originator and Buyer may agree from time to time to change the Discount Factor based on changes in one or more of the items affecting the calculation thereof, provided that any change to the Discount Factor shall take effect as of the commencement of a Calculation Period, shall apply only prospectively and shall not affect the Purchase Price payment made prior to the Calculation Period during which such Originator and Buyer agree to make such change. As of the date hereof, the Discount Factor in respect of Eligible Receivables is 2.0% and the Discount Factor in respect of all other Receivables is 2.0%. “Equity Interests” means, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting), of capital of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding on the date hereof or issued after the date of this Agreement. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder. “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Originator or the Parent within the meaning of Section 414(b) or (c) of the Tax Code (and Sections 414(m) and (o) of the Tax Code for purposes of provisions relating to Section 412 of the Tax Code). “ERISA Event” has the meaning provided in the Parent Credit Agreement. 4

“ Excluded Receivable ” means any Originated Receivable (i) in respect of an obligor identified on Schedule B hereto (as such schedule may be updated from time to time by the Transferors in accordance with Section 1.8 hereof) and (ii) subject to a third-party financing arrangement. “Excluded Receivable Compliance Condition” means a condition that is satisfied as of any date of determination if (i) the Excluded Receivable Ratio does not exceed 7.5% and (ii) the Excluded Receivable Obligor Ratio does not exceed 2.5%. “Excluded Receivable Obligor Ratio” means, as of the date of determination with respect to an Obligor pursuant to Section 1.8, the ratio (expressed as a percentage) computed by dividing (x) the Average Eligible Receivables Balance for such Obligor and its Affiliates (if any), by (y) the Aggregate Average Eligible Receivables Balance. “Excluded Receivable Ratio” means, as of any date of determination, the ratio (expressed as a percentage) computed by dividing (x) the sum of the Average Receivables Balances for the Obligors designated pursuant to Section 1.8 since the beginning of the current calendar year, by (y) the Aggregate Average Receivables Balance as of such date. “Executive Officer” shall mean with respect to any Person, the Chief Executive Officer, President, Vice Presidents (if elected by the Board of Directors of such Person), Chief Financial Officer, Treasurer, Secretary and any Person holding comparable offices or duties (if elected by the Board of Directors of such Person). “Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract. “Financial Officer” means with respect to the Parent, any of the Chief Financial Officer, Vice President of Finance, and Treasurer. “GAAP” means generally accepted accounting principles in effect in the United States of America as of the date of this Agreement. “Indemnified Amounts” has the meaning set forth in Section 6.1 . “Indemnified Party” has the meaning set forth in Section 6.1 . “Initial Contributed Assets” has the meaning set forth in the Preliminary Statements. “Initial Contributed Receivables” has the meaning set forth in the Preliminary Statements. “Initial Cutoff Date” means (a) for each Originator party to the 2000 Agreement, the close of business on the Business Day immediately preceding the date of the 2000 Agreement, (b) for each Originator party to the 2005 Agreement that was not also a party to the 2000 Agreement, the close of business on the Business Day immediately preceding the date of the 2005 Agreement, (c) for each Originator party to the 2008 Agreement that was not also a 5

party to the 2000 Agreement or the 2005 Agreement, the close of business on the Business Day immediately preceding the date of the 2008 Agreement, and (d) for RockTenn—Solvay, LLC and RockTenn CP, LLC, the close of business on the Business Day immediately preceding the date of the 2011 Agreement. “Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement). “Lock-Box” means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit III hereto. “Material Adverse Effect” means (i) any material adverse effect on the business, operations, financial condition or assets of the Parent and its Restricted Subsidiaries, taken as a whole, (ii) any material adverse effect on the ability of any Transferor to perform its obligations under the Transaction Documents to which it is a party, (iii) any material adverse effect on the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) any material adverse effect on any Transferor’s, Buyer’s, the Administrative Agent’s or any Lender’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, or (v) any material adverse effect on the collectibility of the Receivables generally or of any material portion of the Receivables. “Moody’s” means Moody’s Investors Service, Inc. “Net Worth” means as of the last Business Day of each Calculation Period preceding any date of determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables at such time plus cash-on-hand, over (b) the sum of (i) the Aggregate Principal outstanding at such time, plus (ii) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination). “Obligor” means a Person obligated to make payments pursuant to a Contract. “Organizational Documents” means, for any Person, the documents for its formation and organization, which, for example, (a) for a corporation are its corporate charter and bylaws, (b) for a partnership are its certificate of partnership (if applicable) and partnership agreement, (c) for a limited liability company are its certificate of formation or organization and its operating agreement, regulations or the like and (d) for a trust is the trust agreement, declaration of trust, indenture or bylaws under which it is created. “Original Balance” means, with respect to any Receivable coming into existence after the Initial Cutoff Date, the Outstanding Balance of such Receivable on the date it was created. 6

“ Originated 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 and further includes, without limitation, the obligation to pay any sales tax or Finance Charges with respect thereto; provided, however , that the term “Originated 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 the Buyer. 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 an Originated Receivable separate from an Originated 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 an Originated Receivable regardless or whether the account debtor or such Originator treats such indebtedness, rights or obligations as a separate payment obligation. “Originator” has the meaning set forth in the Preliminary Statements; provided, however , that in the event that any such Originator is merged into, or sells or distributes substantially all its assets to, another direct or indirect wholly-owned subsidiary of the Parent, it shall no longer be an Originator, but the surviving or transferee entity shall succeed to the rights and obligations of such Originator and be deemed an Originator hereunder. “Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof, including, for the avoidance of doubt, any amount allocable to sales tax. “Parent” has the meaning set forth in the preamble to the Agreement. “Parent Credit Agreement” means that certain Credit Agreement, dated on or about the date hereof, by and among RockTenn Company, Rock-Tenn Company of Canada, the guarantors from time to time party thereto, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent and as Collateral Agent, and Bank of America, N.A., as Canadian Agent, as the same may be amended from time to time in accordance with the terms thereof. “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto. “Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. “ Plan ” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which the Parent, any Originator or any of their respective ERISA Affiliates is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 7

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by Rabobank (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. “Purchase” means the purchase by Buyer from an Originator pursuant to Sections 1.2(a) of the Agreement of the Receivables originated by such Originator (other than Initial Contributed Receivables) and the Related Security and Collections related thereto, together with all related rights in connection therewith. “Purchase Date” means (a) as to each Originator party to the 2000 Agreement, the date of the 2000 Agreement, (b) as to each Originator party to the 2005 Agreement that was not also a party to the 2000 Agreement, the date of the 2005 Agreement, (c) as to each Originator party to the 2008 Agreement that was not also a party to the 2005 Agreement, the date of the 2008 Agreement and (d) as to RockTenn—Solvay, LLC and RockTenn CP, LLC, the date of the 2011 Agreement. “Purchase Price” means, with respect to the Purchase from each Originator, the aggregate price to be paid by Buyer to such Originator for such Purchase in accordance with Section 1.3 of the Agreement for the Receivables originated by such Originator and the associated Collections and Related Security being sold to Buyer, which price shall equal on any date (i) the product of (x) the Outstanding Balance of such Receivables on such date, multiplied by (y) one minus the Discount Factor in effect on such date, minus (ii) any Purchase Price Credits to be credited against the Purchase Price otherwise payable in accordance with Section 1.4 of the Agreement. “Purchase Price Credit” has the meaning set forth in Section 1.4 of the Agreement. “Purchase Report” has the meaning set forth in Section 1.2(b) of the Agreement. “Rabobank” means Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch. “Receivable” means any Originated Receivable other than an Excluded Receivable. “Records” means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor. “Related Security” means, with respect to any Receivable: (i) all of the applicable Originator’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale, financing or lease of which by such Originator gave rise to such Receivable, and all insurance contracts with respect thereto, 8

(ii) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, (iii) all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise, (iv)

all service contracts and other contracts and agreements associated with such Receivable,

(v) all Records related to such Receivable, (vi)

all of the applicable Originator’s right, title and interest in each Lock-Box and each Collection Account, and

(vii)

all proceeds of any of the foregoing.

“Reportable Event” has the meaning set forth in Section 403(b) of ERISA. “Required Capital Amount” means, as of any date of determination, an amount equal to the greater of (a) 3% of the Aggregate Commitment under the Credit and Security Agreement, and (b) the product of (i) 1.5 times the product of the Default Ratio times the Default Horizon Ratio, each as determined from the most recent Monthly Report received from the Servicer under the Credit and Security Agreement, and (ii) the Outstanding Balance of all Receivables as of such date, as determined from the most recent Monthly Report received from the Servicer under the Credit and Security Agreement. “Required Committed Lenders” has the meaning set forth in the Credit and Security Agreement. “Restricted Subsidiary” has the meaning provided in the Parent Credit Agreement. “Review” has the meaning set forth in Section 4.1(d) . “S&P” means Standard and Poor’s Ratings Services, a Standard and Poor’s Financial Services LLC business. “ Sanctioned Country ” has the meaning set forth in the Credit and Security Agreement. “ Sanctioned Person ” has the meaning set forth in the Credit and Security Agreement. 9

“Servicer” means at any time the Person (which may be the Administrative Agent) then authorized pursuant to the Credit and Security Agreement to service administer and collect Receivables. “Settlement Date” means, with respect to each Calculation Period, the date that is the 25th calendar day of the month following such Calculation Period (or if any such day is not a Business Day, on the next succeeding Business Day). “SSCC Acquisition” means the acquisition by the Parent and/or one of its Subsidiaries of Smurfit-Stone Container Corporation, a Delaware corporation (the “Acquired Company”), pursuant to the SSCC Merger Agreement. “SSCC Merger Agreement” means the Agreement and Plan of Merger, dated as of January 23, 2011, by and among Parent, Sam Acquisition, LLC and the Acquired Company. “Subordinated Loan” has the meaning set forth in Section 1.3(a) of the Agreement. “Subordinated Note” means a promissory note in substantially the form of Exhibit VI hereto as more fully described in Section 1.3 of the Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time, and shall include any Subordinated Note issued pursuant to the 2005 Agreement and the 2008 Agreement. “Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. “Synthetic Lease Liabilities” of a Person means any liability under any tax retention operating lease or so-called “synthetic” lease transaction, or any obligations arising with respect to any other similar transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheets of such Person and its Subsidiaries (other than leases which do not have an attributable interest component that are not Capitalized Leases). “Tax Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time. “Termination Date” means, as to each Originator, the earliest to occur of (i) the Business Day immediately prior to the occurrence of a Termination Event set forth in Section 5.1(f) with respect to such Originator, (ii) the Business Day specified in a written notice from Buyer to such Originator following the occurrence of any other Termination Event, and (iii) the date which is 10 Business Days after Buyer’s receipt of written notice from such Originator that it wishes to terminate the facility evidenced by this Agreement. “Termination Event” has the meaning set forth in Section 5.1 of the Agreement. 10

“Transaction Documents” means, collectively, this Agreement, each Collection Account Agreement, the Subordinated Note, and all other instruments, documents and agreements executed and delivered in connection herewith. “Transferor” means (a) as to the Initial Contributed Assets, each applicable Originator and Parent, and (b) as to all other Receivables, together with the associated Related Security and Collections, the applicable Originator. “UCC” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction. “Unmatured Termination Event” means an event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

11

Exhibit II Principal Places of Business; Location(s) of Records; Federal Employer Identification Number; Other Names ROCK-TENN COMPANY Places of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer Identification Number: 62-0342590 Legal, Trade and Assumed Names: None Organizational Identification Number: J518706 ROCK-TENN COMPANY OF TEXAS Places of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer Identification Number: 58-1973639 Legal, Trade and Assumed Names: None Organizational Identification Number: K122662 ROCK-TENN CONVERTING COMPANY Place of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer identification Number: 58-1271825 Legal, Trade and Assumed Names: Alliance, a Rock-Tenn Company; Voxgrafica; Livingston Box, a Rock-Tenn Company (unofficial trade name used in Alabama); Fold-Pak Organizational Identification Number: J518594 ROCK-TENN CP, LLC Places of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Six CityPlace Drive, Creve Coeur, MO 63141 Federal Employer Identification Number: 36-2041256 Legal, Trade and Assumed Names: None Organizational Identification Number: 4930125 ROCK-TENN MILL COMPANY, LLC Places of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer Identification Number: 20-2897731 Legal, Trade and Assumed Names: None Organizational Identification Number: 0537018

1

ROCKTENN - SOUTHERN CONTAINER, LLC Places of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer Identification Number: 11-1567889 Legal, Trade and Assumed Names: None Organizational Identification Number: 2142907 ROCKTENN - SOLVAY, LLC Places of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer Identification Number: 11-3110303 Legal, Trade and Assumed Names: None Organizational Identification Number: 2298610 PCPC, INC. Places of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer Identification Number: 94-3146271 Legal, Trade and Assumed Names: None Organizational Identification Number: 1803649 WALDORF CORPORATION Places of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer Identification Number: 41-1598295 Legal, Trade and Assumed Names: None Organizational Identification Number: 2139157 ROCK-TENN FINANCIAL, INC. Places of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer Identification Number: 58-2579090 Legal, Trade and Assumed Names: None Organizational Identification Number: 3309598

Exhibit II - 2

Exhibit III Lock-boxes; Collection Accounts; Collection Banks

Related Collection Account

Lock-Box P.O. Box 102064 Atlanta, Georgia 30368

Account No. at SunTrust Bank in Atlanta, Georgia ABA No. 061000104

P.O. Box 751241 Charlotte, NC 28275

Account No. at Wells Fargo Bank in Charlotte, North Carolina ABA No. 053000219

P.O. Box 911700 Denver, CO 80291-1700 Lockbox 9686 P.O. Box 8500 Philadelphia, PA 19178-9686

Account No. at Wells Fargo Bank in Charlotte, North Carolina ABA No. 053000219

P.O. Box 409813 Atlanta, GA 30384-9813

Account No. at Bank of America in Dallas, Texas ABA No. 026000593

14079 Collections Center Drive Chicago, IL 60693 P.O. Box 840865 Dallas, TX 75284-0865 P.O. Box 18265 St. Louis, MO 63150-8265

P.O. Box 93095 Chicago, IL 60673-3095

Account No. at JPMorgan Chase Bank, N.A. in Chicago, Illinois ABA No. 071000013

Exhibit III

Exhibit IV Form of Compliance Certificate This Compliance Certificate is furnished pursuant to that certain FifthAmended and Restated Receivables Sale Agreement dated as of September 15, 2014, among Rock-Tenn Company (the “Parent” ), and certain of its subsidiaries, as Originators, and RockTenn Financial, Inc., as Buyer (as amended, restated and/or otherwise modified from time to time, the “Agreement” ). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1.

I am the duly elected ______________ of the Parent.

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Parent and its Subsidiaries during the accounting period covered by the attached financial statements. 3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Termination Event or an Unmatured Termination Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth below]. [ 4. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Originator has taken, is taking, or proposes to take with respect to each such condition or event: _______________________________ ] . The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ____ day of ______________, 20___. By: Name: Title:

Exhibit IV

Exhibit V Credit and Collection Policies See attached.

Exhibit V

Exhibit VI Form of Subordinated Note SUBORDINATED NOTE [____], 2011 1. Note . FOR VALUE RECEIVED, the undersigned, Rock-Tenn Financial, Inc., a Delaware corporation ( “SPV” ), hereby unconditionally promises to pay to the order of [ORIGINATOR NAME], a(n) __________ *** [ corporation ] [ limited liability company ] [partnership]*** ( “Originator” ), in lawful money of the United States of America and in immediately available funds, on or before the date following the applicable Termination Date which is one year and one day after the date on which (i) the Outstanding Balance of all Receivables sold by Originator under the “Sale Agreement” referred to below has been reduced to zero and (ii) Originator has paid to Buyer all indemnities, adjustments and other amounts which may be owed thereunder in connection with the Purchase thereunder (the “Collection Date” ), the aggregate unpaid principal sum outstanding of all “Subordinated Loans” made from time to time by Originator to SPV pursuant to and in accordance with the terms of that certain Fifth Amended and Restated Receivables Sale Agreement dated as of September 15, 2014 among Rock-Tenn Company, as Parent, Originator and certain of its affiliates, as Sellers, and SPV, as Buyer (as amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement” ). Reference to Section 1.3 of the Sale Agreement is hereby made for a statement of the terms and conditions under which the loans evidenced hereby have been and will be made. All terms which are capitalized and used herein and which are not otherwise specifically defined herein shall have the meanings ascribed to such terms in the Sale Agreement. 2. Interest . SPV further promises to pay interest on the outstanding unpaid principal amount hereof from the date hereof until payment in full hereof at a rate equal to the 1-month LIBOR rate published in The Wall Street Journal on the first Business Day of each month (or portion thereof) during the term of this Subordinated Note, computed for actual days elapsed on the basis of a year consisting of 360 days and changing on the first business day of each month hereafter ( “LIBOR” ); provided, however , that if SPV shall default in the payment of any principal hereof, SPV promises to pay, on demand, interest at the rate equal to LIBOR plus 2.00% per annum on any such unpaid amounts, from the date such payment is due to the date of actual payment. Interest shall be payable on the first Business Day of each month in arrears; provided, however , that SPV may elect on the date any interest payment is due hereunder to defer such payment and upon such election the amount of interest due but unpaid on such date shall constitute principal under this Subordinated Note. The outstanding principal of any loan made under this Subordinated Note shall be due and payable on the Collection Date and may be repaid or prepaid at any time without premium or penalty. 3. Principal Payments . Originator is authorized and directed by SPV to enter on the grid attached hereto, or, at its option, in its books and records, the date and amount of each loan made by it which is evidenced by this Subordinated Note and the amount of each payment Exhibit VI - 1

of principal made by SPV, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered; provided that neither the failure of Originator to make any such entry or any error therein shall expand, limit or affect the obligations of SPV hereunder. 4. Subordination . Originator shall have the right to receive, and SPV shall make, any and all payments and prepayments relating to the loans made under this Subordinated Note; provided that , after giving effect to any such payment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Credit and Security Agreement hereinafter referred to) at such time exceeds the sum of (a) the Obligations (as defined in the Credit and Security Agreement) outstanding at such time under the Credit and Security Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of SPV owing to the Administrative Agent or any Lender under that certain Sixth Amended and Restated Credit and Security Agreement dated as of September 15, 2014 by and among SPV, Rock-Tenn Converting Company, as initial Servicer, various Lenders and Co-Agents from time to time party thereto, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as the Administrative Agent and the Funding Agent(as amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement” ). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Administrative Agent and the Lenders and/or any of their respective assignees (collectively, the “Senior Claimants” ) under the Credit and Security Agreement. Until the date on which the Aggregate Principal outstanding under the Credit and Security Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the Fee Letter referenced therein (all such obligations, collectively, the “Senior Claim” ) have been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any proceeding of the type described in Section 5.1(f) of the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Administrative Agent for the benefit of the Senior Claimants. 5. Bankruptcy; Insolvency . Upon the occurrence of any proceeding of the type described in Section 5.1(f) of the Sale Agreement involving SPV as debtor, then and in any such event the Senior Claimants shall receive payment in full of all amounts due or to become due on or in respect of the Aggregate Principal and the Senior Claim (including “Interest” as defined and as accruing under the Credit and Security Agreement after the commencement of any such proceeding, whether or not any or all of such Interest is an allowable claim in any such proceeding) before Originator is entitled to receive payment on account of this Subordinated Note, and to that end, any payment or distribution of assets of SPV of any kind or character, whether in cash, securities or other property, in any applicable insolvency proceeding, which would otherwise be payable to or deliverable upon or with respect to any or all indebtedness under this Subordinated Note, is hereby assigned to and shall be paid or delivered by the Person making such payment or delivery (whether a trustee in bankruptcy, a receiver, custodian or Exhibit VI - 2

liquidating trustee or otherwise) directly to the Administrative Agent for application to, or as collateral for the payment of, the Senior Claim until such Senior Claim shall have been paid in full and satisfied. 6. Amendments . This Subordinated Note shall not be amended or modified except in accordance with Section 7.1 of the Sale Agreement. The terms of this Subordinated Note may not be amended or otherwise modified without the prior written consent of the Administrative Agent for the benefit of the Lenders. 7. GOVERNING LAW . THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED IN THE STATE OF NEW YORK, AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF NEW YORK. WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS SUBORDINATED NOTE. 8. Waivers . All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. Originator additionally expressly waives all notice of the acceptance by any Senior Claimant of the subordination and other provisions of this Subordinated Note and expressly waives reliance by any Senior Claimant upon the subordination and other provisions herein provided. 9. Assignment . This Subordinated Note may not be assigned, pledged or otherwise transferred to any party other than Originator without the prior written consent of the Administrative Agent, and any such attempted transfer shall be void. ROCK-TENN FINANCIAL, INC. By: Name: Title:

Exhibit VI - 3

Schedule to SUBORDINATED NOTE SUBORDINATED LOANS AND PAYMENTS OF PRINCIPAL

Date

Amount of Subordinated Loan

Amount of Principal Paid

Exhibit VI - 4

Unpaid Principal Balance

Notation Made by (initials)

Exhibit VII Form of Purchase Report For the Calculation Period beginning [date] and ending [date] ------TO: BUYER AND THE ADMINISTRATIVE AGENT (AS BUYER’S ASSIGNEE)

Aggregate Outstanding Balance of all Receivables sold during the period: Less: Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold: Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): Less: Purchase Price discount during the Period: Equals: Gross Purchase Price Payable during the period (C – D) Less: Total Purchase Price Credits arising during the Period: Equals: Net Purchase Price payable during the Period (E F):

$_____________

A

($____________)

(B) $___________

=C (D)

$____________

=E (F)

$____________

=G

($____________)

($____________)

Cash Purchase Price Paid to Originator during the Period: $_____________ Subordinated Loans made during the Period: $_____________ Less: Repayments of Subordinated Loans received during the Period: ($____________) Equals: Purchase Price paid in Cash or Subordinated Loans during the period (H + I – J):

Exhibit VII

H I (J)

$____________

=K

Schedule A [To Be Attached]

Schedule A - 1

Schedule B LIST OF EXCLUDED RECEIVABLE OBLIGORS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16.

Barnett Corporation, a New York corporation; G.A. Paper International Inc., a corporation located in Toronto, Canada; G.A. Paper International (USA) Inc., a Delaware corporation; Mars, Incorporated, a Delaware corporation; General Mills, Inc., a Delaware corporation, and its Affiliates, including without limitation, General Mills Operations, LLC; Kellogg Company, a Delaware corporation, and its Affiliates; ConAgra Foods, Inc., a Delaware corporation, and its Affiliates; Anheuser-Busch InBev SA/NV, organized in Belgium, and its Affiliates; Nestle SA, organized in Switzerland, and its Affiliates; Henkel AG & Co. KGaA, organized in Germany, and its Affiliates (including The Dial Corporation); The Procter & Gamble Company, an Ohio corporation, and its Affiliates; Mondelez International, inc., a Virginia corporation, and it Affiliates; PepsiCo, Inc., a North Carolina corporation, and its Affiliates; Johnson & Johnson, a New Jersey corporation, and its Affiliates; Kraft Foods Group, Inc., a Virginia corporation, and its Affiliates; Pfizer Inc., a Delaware corporation, and its Affiliates.

Schedule B - 1

Exhibit 10.40

SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT DATED AS OF SEPTEMBER 15, 2014 AMONG ROCK-TENN FINANCIAL, INC., AS BORROWER, ROCK-TENN CONVERTING COMPANY, AS SERVICER, THE LENDERS AND CO-AGENTS FROM TIME TO TIME PARTY HERETO, AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND AS FUNDING AGENT

TABLE OF CONTENTS Page

ARTICLE I.

THE ADVANCES

3

Section 1.1.

Credit Facility

Section 1.2.

Increases

Section 1.3.

Decreases

Section 1.4.

Deemed Collections; Borrowing Limit

Section 1.5.

Payment Requirements

Section 1.6.

Advances; Ratable Loans; Funding Mechanics; Liquidity Fundings

ARTICLE II.

3

4 5

6

PAYMENTS AND COLLECTIONS 7

Section 2.1.

Payments 7

Section 2.2.

Collections Prior to Amortization

Section 2.3.

Collections Following Amortization

Section 2.4.

Payment Rescission

ARTICLE III.

CONDUIT FUNDING

7 8

9

9

Section 3.1.

CP Costs

Section 3.2.

Calculation of CP Costs

Section 3.3.

CP Costs Payments

Section 3.4.

Default Rate 9

ARTICLE IV.

5

9 9

9

COMMITTED LENDER FUNDING

9

Section 4.1.

Committed Lender Funding

Section 4.2.

Interest Payments

Section 4.3.

Selection and Continuation of Interest Periods

Section 4.4.

Committed Lender Interest Rates

Section 4.5.

Suspension of the Adjusted Federal Funds Rate and LIBO Rate 11

Section 4.6.

Default Rate 11

ARTICLE V.

9

10 10

10

REPRESENTATIONS AND WARRANTIES

11

Section 5.1.

Representations and Warranties of the Loan Parties

Section 5.2.

Certain Committed Lender Representations and Warranties 16

ARTICLE VI.

CONDITIONS OF ADVANCES

16 i

11

6

TABLE OF CONTENTS (continued) Page

Section 6.1.

Conditions Precedent to Initial Advance 16

Section 6.2.

Conditions Precedent to All Advances 17

ARTICLE VII.

COVENANTS

17

Section 7.1.

Affirmative Covenants of the Loan Parties

Section 7.2.

Negative Covenants of the Loan Parties 27

ARTICLE VIII.

ADMINISTRATION AND COLLECTION

Section 8.1.

Designation of Servicer

Section 8.2.

Duties of Servicer

Section 8.3.

Collection Notices 30

Section 8.4.

Responsibilities of Borrower 31

Section 8.5.

Monthly Reports 31

Section 8.6.

Servicing Fee 31

ARTICLE IX.

AMORTIZATION EVENTS Amortization Events

Section 9.2.

Remedies 34

INDEMNIFICATION

28

31 31

34

Section 10.1.

Indemnities by the Loan Parties

Section 10.2.

Increased Cost and Reduced Return

Section 10.3.

Other Costs and Expenses 39

ARTICLE XI.

THE AGENTS

28

29

Section 9.1.

ARTICLE X.

17

34 38

39

Section 11.1.

Authorization and Action

39

Section 11.2.

Delegation of Duties 40

Section 11.3.

Exculpatory Provisions

Section 11.4.

Reliance by Agents 41

Section 11.5.

Non-Reliance on Other Agents and Other Lenders

Section 11.6.

Reimbursement and Indemnification

42

Section 11.7.

Agents in their Individual Capacities

42

Section 11.8.

Conflict Waivers

Section 11.9.

UCC Filings 42

Section 11.10.

Successor Administrative Agent

40

42

43

ii

41

TABLE OF CONTENTS (continued) Page

ARTICLE XII.

ASSIGNMENTS; PARTICIPATIONS; REMOVAL 43

Section 12.1.

Assignments 43

Section 12.2.

Participations

Section 12.3.

Register

Section 12.4

Federal Reserve 45

ARTICLE XIII.

44

45

SECURITY INTEREST

45

Section 13.1.

Grant of Security Interest

Section 13.2.

Termination after Final Payout Date 45

ARTICLE XIV.

MISCELLANEOUS

45

46

Section 14.1.

Waivers and Amendments 46

Section 14.2.

Notices

Section 14.3.

Ratable Payments 47

Section 14.4.

Protection of Administrative Agent’s Security Interest

Section 14.5.

Confidentiality

Section 14.6.

Bankruptcy Petition

Section 14.7.

Limitation of Liability

Section 14.8.

CHOICE OF LAW 50

Section 14.9.

CONSENT TO JURISDICTION

Section 14.10.

WAIVER OF JURY TRIAL

Section 14.11.

Integration; Binding Effect; Survival of Terms 51

Section 14.12.

Counterparts; Severability; Section References

Section 14.13.

Release of Certain Defaulted Receivables 51

Section 14.14.

Patriot Act Notice

47

48 49 49

50

50

51

iii

51

48

EXHIBITS AND SCHEDULES Exhibit I

Definitions

Exhibit II-A

Form of Borrowing Notice

Exhibit II-B

Form of Reduction Notice

Exhibit III-A Places of Business of the Loan Parties and the Parent; Locations of Records; Federal Employer Identification Number(s) Exhibit III-B

Title IV ERISA Plans

Exhibit IV

Form of Compliance Certificate

Exhibit V

Form of Assignment Agreement

Exhibit VI

Form of Monthly Report

Exhibit VII

Form of Performance Undertaking

Schedule A

Commitments

Schedule B

Closing Documents

Schedule C

Lender Supplement i

SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT THIS SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT , dated as of September 15, 2014 is entered into by and among: (a) Rock-Tenn Financial, Inc., a Delaware corporation (“ Borrower ”), (b) Rock-Tenn Converting Company, a Georgia corporation (“ Converting ”), as initial Servicer (the Servicer together with Borrower, the “ Loan Parties ” and each, a “ Loan Party ”), (c) Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch (“ Rabobank ”), in its capacity as administrative agent for the Lenders hereunder or any successor administrative agent hereunder (together with its successors and assigns hereunder, the “ Administrative Agent ”) and in its capacity as funding agent for the Co-Agents and the Lenders or any successor funding agent hereunder (together with its successors and assigns hereunder, the “ Funding Agent ” collectively with the Administrative Agent and the Co-Agents, the “ Agents ”), and (d) the Lenders and the Co-Agents from time to time party hereto, and amends and restates in its entirety that certain Fifth Amended and Restated Credit and Security Agreement dated as of December 21, 2012, as amended prior to the effectiveness of this Agreement, by and among the Loan Parties, Nieuw Amsterdam Receivables Corporation, Rabobank, individually and as a Co-Agent, the other Lenders and the Co-Agents from time to time party thereto, and Rabobank, as Administrative Agent. Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I. PRELIMINARY STATEMENTS Borrower desires to borrow from the Lenders from time to time. Each Unaffiliated Committed Lender shall, at the request of Borrower, make its Percentage of such Advance. The Conduits may, in their absolute and sole discretion, make Advances to Borrower from time to time. In the event that any Conduit declines to make its Conduit Group’s Percentage of any Advance, the applicable Conduit’s Committed Lender(s) shall, at the request of Borrower, make such Conduit Group’s Percentage of such Advance. Rabobank has been requested and is willing to act as Administrative Agent and Funding Agent on behalf of the Lenders in accordance with the terms hereof.

ARTICLE I. THE ADVANCES Section 1.1. (a)

Credit Facility . Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date:

(i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “ Borrowing Limit ”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each CoAgent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “ Allocation Limit ”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “ Allocation Limit ”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. 2

(b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments. Section 1.2. Increases . Not later than 2:00 p.m. (New York City time) on the second (2nd) Business Day prior to a proposed borrowing, Borrower shall provide the Funding Agent with written notice of each Advance in the form set forth as Exhibit II-A hereto (each, a “ Borrowing Notice ”). The Funding Agent shall promptly provide each such Borrowing Notice to the Co-Agents. Each Borrowing Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested increase in Aggregate Principal (which shall not be less than $5,000,000 or a larger integral multiple of $100,000) and the Borrowing Date and the requested Interest Rate and Interest Period for any portion to be funded by any Committed Lender. Upon receipt of a Borrowing Notice, (a) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (b) each Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. If a Conduit declines to make its Percentage of a proposed Advance, Borrower may cancel the Borrowing Notice as to all Lenders or, in the absence of such a cancellation, the Advance will be made by each Unaffiliated Committed Lender, each other Conduit and such Conduit’s Committed Lenders. On the date of each Advance, upon satisfaction of the applicable conditions precedent set forth in Article VI, each applicable Lender will cause the proceeds of its Loan comprising a portion of such Advance to be deposited to the Funding Account, in immediately available funds, no later than 2:30 p.m. (New York City time), an amount equal to (i) in the case of a Conduit or an Unaffiliated Committed Lender, its Percentage of the principal amount of the requested Advance or (ii) in the case of a Conduit’s Committed Lender, each such Committed Lender’s Pro Rata Share of its Conduit Group’s Percentage of the principal amount of the requested Advance. The Funding Agent shall remit such funds (to the extent received in the Funding Account) to the Facility Account, no later than 4:00 p.m. (New York City time) on such date. Section 1.3. Decreases . Except as provided in Section 1.4, Borrower shall provide the Funding Agent with prior written notice by 2:00 p.m. (New York City time) of any proposed reduction of Aggregate Principal in the form of Exhibit II-B hereto in conformity with the Required Notice Period (each, a “ Reduction Notice ”). The Funding Agent shall promptly provide each such Reduction Notice to the Co-Agents. Such Reduction Notice shall designate (i) the date (the “ Proposed Reduction Date ”) upon which any such reduction of Aggregate Principal shall occur (which date shall give effect to the applicable Required Notice Period), and (ii) the amount of Aggregate Principal to be reduced which shall be applied ratably to the Loans of each of the Lenders in accordance with the principal amount (if any) thereof (the “ Aggregate Reduction ”). 3

Borrower shall not make a request for more than one (1) Proposed Reduction Date, and no more than one (1) Aggregate Reduction shall occur, during any calendar week. Section 1.4. (a)

Deemed Collections; Borrowing Limit . If on any day:

(i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any (ii) claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections thereon or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Borrower set forth in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, then, on such day, Borrower shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable, which Receivable shall then be released from the Collateral, and, effective as of the date on which the next succeeding Monthly Report is required to be delivered, the Borrowing Base shall be reduced by the amount of such Deemed Collection. (b) Borrower shall ensure that the Aggregate Principal at no time exceeds the Borrowing Limit. If at any time the aggregate outstanding principal amount of the Loans from any Unaffiliated Committed Lender or from any Conduit Group exceeds its Allocation Limit, or the aggregate principal amount of the Loans outstanding from any Conduit exceeds the Liquidity Commitments of its Conduit Group’s Committed Lenders pursuant to its Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Funding Agent (for prompt remittance to the applicable Co-Agent) received not later than 12:00 noon (New York City time) on the next succeeding Settlement Date in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid (as allocated by the 4

applicable Co-Agent), such that after giving effect to such payment the Aggregate Principal is less than or equal to the Borrowing Limit and each Conduit Group’s and each Unaffiliated Committed Lender’s respective Percentage of the Aggregate Principal is less than or equal to the applicable Allocation Limit. Section 1.5. Payment Requirements . All amounts to be paid or deposited by any Loan Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York City time) on the day when due in immediately available funds, and if not received before 12:00 noon (New York City time) shall be deemed to be received on the next succeeding Business Day. For the avoidance of doubt, the delivery times referenced in the preceding sentence shall only apply to the payment of amounts due and payable by the Loan Parties. If such amounts are payable to a Lender they shall be paid to the Funding Account, for the account of such Lender, until otherwise notified by the Funding Agent on behalf of such Lender. The Funding Agent shall promptly remit such funds to the applicable Payment Account. The fees of the Lenders shall be invoiced and paid on a monthly basis pursuant to Article II hereof. All computations of CP Costs, Interest at the LIBO Rate, per annum fees calculated as part of any CP Costs, per annum fees hereunder and per annum fees under the Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. All computations of Interest at the Alternate Base Rate, the Adjusted Federal Funds Rate or the Default Rate shall be made on the basis of a year of 365 days (or 366 days, when appropriate) for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day. Section 1.6.

Advances; Ratable Loans; Funding Mechanics; Liquidity Fundings .

Each Advance hereunder shall be made ratably by the Unaffiliated Committed Lenders and the Conduit Groups, (a) collectively, in accordance with their respective Percentages. (b) Each Advance hereunder shall consist of one or more Loans made by (i) each Unaffiliated Committed Lender and (ii) the Conduits and/or the Committed Lenders in their Conduit Groups. (c) Each Lender funding any Loan shall cause the principal amount thereof to be wire transferred to the Funding Account (or to such other account as may be specified by Borrower in its Borrowing Notice) in immediately available funds as soon as possible and to be received by the Funding Agent in no event later than 2:30 p.m. (New York City time) on the applicable Borrowing Date. The Funding Agent shall promptly remit such funds (to the extent received in the Funding Account) to the Facility Account and in no event later than 4:00 p.m. (New York City time) on the applicable Borrowing Date. Any funds received in the Facility Account after 4:00 p.m. on any Business Day shall be deemed to be received on the next succeeding Business Day 5

(d) While it is the intent of each Conduit (but not of any Committed Lender) to fund and maintain each requested Advance through the issuance of Commercial Paper, the parties acknowledge that if any Conduit is unable, or determines that it is undesirable, to issue Commercial Paper to fund all or any portion of its Loans, or is unable to repay such Commercial Paper upon the maturity thereof, such Conduit shall put all or any portion of its Loans to the Committed Lenders in its Conduit Group at any time pursuant to its applicable Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans, Adjusted Federal Funds Rate Loans or LIBO Rate Loans, or a combination thereof, selected by Borrower in accordance with Article IV and agreed to by the applicable Co-Agent. Regardless of whether a Liquidity Funding constitutes the direct funding of a Loan, an assignment of a Loan made by a Conduit or the sale of one or more participations in a Loan made by a Conduit, each Committed Lender in such Conduit’s Conduit Group participating in a Liquidity Funding shall have the rights of a “Lender” hereunder with the same force and effect as if it had directly made a Loan to Borrower in the amount of its Liquidity Funding. (e)

Nothing herein shall be deemed to commit any Conduit to make Loans. ARTICLE II. PAYMENTS AND COLLECTIONS

Section 2.1.

Payments . Borrower hereby promises to pay:

(a) subject to Section 9.2, the Aggregate Principal on and after the Facility Termination Date as and when Collections are received; provided, that the outstanding principal of all Loans relating to any Prepaid Lender shall be payable on and after the related Prepayment Date as and when Collections are received and in accordance with Section 2.2; (b)

the fees set forth in the Fee Letter and the Funding Agent Fee Letter on the dates specified therein;

(c)

all accrued and unpaid Interest and CP Costs on the Loans on each Settlement Date applicable thereto; and

(d)

all Broken Funding Costs and Indemnified Amounts upon demand.

Collections Prior to Amortization . On each Settlement Date prior to the Amortization Date, the Servicer shall Section 2.2. deposit to the Funding Account (and the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it during the preceding Settlement Period (after deduction of its Servicing Fee) equal to the sum of the following amounts for application to the Obligations in the order specified: 6

first , to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “ first ” shall not exceed $200,000 in any one calendar year, second , ratably to the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs (if any) that are then due and owing, third , ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-Agent, fourth , if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each of the Loans, and fifth , for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owing. The balance, if any, shall be paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority. Section 2.3. Collections Following Amortization . On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust, for the Secured Parties, all Collections received on such day. On and after the Amortization Date, the Servicer shall, on each Settlement Date and on each other Business Day specified by the Administrative Agent (as directed by any Co-Agent) (after deduction of any accrued and unpaid Servicing Fee as of such date) remit to the Funding Account of the amounts set aside and held in trust pursuant to the preceding sentence. The Funding Agent shall promptly remit the applicable Percentage of such funds to each applicable Payment Account, and apply such amounts to reduce the Obligations of Borrower as follows: first , to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “ first ” shall not exceed $200,000 in any one calendar year, second , to the reimbursement of each Unaffiliated Committed Lender’s or the applicable Conduit Group’s Percentage of the costs of collection and enforcement of this Agreement incurred by the Administrative Agent and the Funding Agent, third , ratably to the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs (if any), fourth , ratably to the payment of all accrued and unpaid fees under the Fee Letter, fifth , to the ratable reduction of such Unaffiliated Committed Lender’s or such Conduit Group’s Percentage of the Aggregate Principal, 7

sixth , for the ratable payment of all other unpaid Obligations of Borrower, and seventh , after the Final Payout Date, to Borrower. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.3, shall be shared ratably (within each priority) among the Co-Agents and the Lenders in accordance with the amount of such Obligations owing to each of them in respect of each such priority. Section 2.4. Payment Rescission . No payment of any of the Obligations shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Borrower shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Funding Account the full amount thereof, plus Interest on such amount at the Default Rate from the date of any such rescission, return or refunding to the date of payment. The Funding Agent shall promptly remit such funds to the applicable Payment Account (for application to the Person or Persons who suffered such rescission, return or refund). ARTICLE III. CONDUIT FUNDING Section 3.1. time outstanding.

CP Costs . Borrower shall pay CP Costs with respect to the principal balance of each Conduit’s Loans from time to

Section 3.2. Calculation of CP Costs . Not later than the 3rd Business Day immediately preceding each Monthly Reporting Date, each Conduit shall calculate the aggregate amount of CP Costs applicable to its CP Rate Loans for the Calculation Period then most recently ended and shall notify the Funding Agent, who shall promptly notify Borrower of such aggregate amount, not later than the 2 nd Business Day immediately preceding such Monthly Reporting Date. 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 the Funding Account for further remittance by the Funding Agent 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 the Funding Account for further remittance by the Funding Agent 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. Section 3.4. Default Rate . From and after the occurrence of an Amortization Event, all Loans of the Conduits shall accrue Interest at the Default Rate. 8

ARTICLE IV. COMMITTED LENDER FUNDING Section 4.1. Committed Lender Funding . Prior to the occurrence of an Amortization Event, the outstanding principal balance of each Loan made by an Unaffiliated Committed Lender and each Liquidity Funding shall accrue interest for each day during its Interest Period at either the LIBO Rate, the Adjusted Federal Funds Rate or the Alternate Base Rate in accordance with the terms and conditions hereof. Until Borrower gives notice to the Funding Agent (who shall promptly forward such notice to the applicable Co-Agent) of another Interest Rate in accordance with Section 4.4, the initial Interest Rate for any Loan transferred to the Committed Lenders in its Conduit Group by the applicable Conduit pursuant to its Liquidity Agreement shall be the Adjusted Federal Funds Rate or Alternate Base Rate (unless the Default Rate is then applicable). If the applicable Committed Lenders in a Conduit Group acquire by assignment from the applicable Conduit any Loan pursuant to a Liquidity Agreement, each Loan so assigned shall each be deemed to have an Interest Period commencing on the date of any such assignment. Section 4.2. Interest Payments . On the Settlement Date for each Loan of an Unaffiliated Committed Lender and each Liquidity Funding, Borrower shall pay to the Funding Account for further remittance by the Funding Agent to the applicable Co-Agent (for the benefit of the related Committed Lenders) an aggregate amount equal to the accrued and unpaid Interest on each such Loan or Liquidity Funding in accordance with Article II. Section 4.3.

Selection and Continuation of Interest Periods .

(a) Borrower shall from time to time request Interest Periods for the Loans of each Unaffiliated Committed Lender and the Liquidity Fundings, provided that if at any time any such Loan of such Unaffiliated Committed Lender or Liquidity Funding is outstanding, Borrower shall always request Interest Periods such that at least one Interest Period shall end on the date specified in clause (A) of the definition of Settlement Date; and provided further , that the decision as to whether a Conduit will utilize Liquidity Fundings shall reside with the applicable Co-Agent and not with Borrower. (b) Borrower or the applicable Committed Lender (or, if applicable, such Committed Lender’s Co-Agent), upon notice to and consent by the other received at least three (3) Business Days prior to the end of an Interest Period (the “ Terminating Tranche ”) for any Loan of any Unaffiliated Committed Lender or Liquidity Funding, may, effective on the last day of the Terminating Tranche: (i) divide any such Loan or Liquidity Funding into multiple Loans or Liquidity Fundings, as the case may be, (ii) combine any such Loan of such Unaffiliated Committed Lender or Liquidity Funding with one or more other Loans of such Unaffiliated Committed Lender or Liquidity Fundings, as applicable, that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Loan of such Unaffiliated Committed 9

Lender or Liquidity Funding with a new Loan or Liquidity Funding, as applicable, to be made by the Committed Lenders on the day such Terminating Tranche ends. Section 4.4. Committed Lender Interest Rates . Subject to Section 4.5, the initial Interest Rate for any Loan of each Unaffiliated Committed Lender and each Liquidity Funding shall be the LIBO Rate (unless the Default Rate is then applicable). If, in such case, the LIBO Rate is not available pursuant to Section 4.5, such Committed Lender may fund such Loan at Adjusted Federal Funds Rate or Alternate Base Rate. Borrower shall by 12:00 noon (New York City time): (i) at least two (2) Business Days prior to the expiration of any Terminating Tranche with respect to which the LIBO Rate is being requested as the Interest Rate and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Alternate Base Rate or the Adjusted Federal Funds Rate is being requested as a new Interest Rate, give the Funding Agent irrevocable notice of the applicable Interest Rate for the Loan or Liquidity Funding associated with such Terminating Tranche. The Funding Agent shall promptly provide such notice to the applicable Co-Agent. The initial Interest Rate for any Loan transferred by a Conduit to the Committed Lenders in its Conduit Group pursuant to its Liquidity Agreement shall be the LIBO Rate (unless the Default Rate is then applicable). If, in such event, the LIBO Rate is not available pursuant to Section 4.5, such Committed Lenders may fund such Loan at Adjusted Federal Funds Rate or Alternate Base Rate. Section 4.5.

Suspension of the Adjusted Federal Funds Rate and LIBO Rate

(a) If any Committed Lender notifies the Funding Agent (who shall promptly provide such notice to the Borrower) that it has determined that funding at a LIBO Rate or the Adjusted Federal Funds Rate would violate any applicable law, rule, regulation, or directive of any Governmental Authority, whether or not having the force of law, or any applicable provision of the related Liquidity Agreement, or that (i) deposits of a type and maturity appropriate to match-fund its Loan or Liquidity Funding at a LIBO Rate are not available or (ii) a LIBO Rate or the Adjusted Federal Funds Rate does not accurately reflect the cost of acquiring or maintaining a Loan or Liquidity Funding at such rate, then such Committed Lender may suspend the availability of such LIBO Rate or the Adjusted Federal Funds Rate, as the case may be, for such Committed Lender and require Borrower to select (by notice to the Funding Agent) a different Interest Rate for such Loan or Liquidity Funding; provided, however , that in no event may Borrower select the CP Rate for any Loan of a Committed Lender or any Liquidity Funding. (b) If less than all of the Committed Lenders in a Conduit Group give a notice to Funding Agent (who shall promptly provide such notice to Borrower) pursuant to Section 4.5(a), each Committed Lender in such Conduit Group which gave such a notice shall be obliged, at the request of Borrower, the applicable Conduit or the applicable Co-Agent, to assign all of its rights and obligations hereunder to (i) another Committed Lender in such Conduit Group, or (ii) another funding entity nominated by Borrower or, if applicable, such Committed Lender’s Co-Agent that is an Eligible Assignee willing to participate in this Agreement through the Scheduled Termination Date in the place of such notifying Committed Lender; provided that (i) the notifying Committed Lender receives payment in full, pursuant to an Assignment Agreement, of all 10

Obligations owing to it (whether due or accrued), and (ii) the replacement Committed Lender otherwise satisfies the requirements of Section 12.1(b). Section 4.6. Default Rate . From and after the occurrence of an Amortization Event, all Loans of any Unaffiliated Committed Lender and all Liquidity Fundings shall accrue Interest at the Default Rate. ARTICLE V. REPRESENTATIONS AND WARRANTIES Section 5.1. Representations and Warranties of the Loan Parties . Each Loan Party hereby represents and warrants to the Agents and the Lenders, as to itself, as of the date hereof, as of the date of each Advance and as of each Settlement Date that: Existence and Power . Such Loan Party’s jurisdiction of organization is correctly set forth in the preamble to this (a) Agreement. Such Loan Party is duly organized under the laws of that jurisdiction and no other state or jurisdiction, and such jurisdiction must maintain a public record showing the organization to have been organized. Such Loan Party is validly existing and in good standing under the laws of its state of organization. Such Loan Party is duly qualified to do business and is in good standing as a foreign entity, and has and holds all organizational power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold would not reasonably be expected to have a Material Adverse Effect. (b) Power and Authority; Due Authorization, Execution and Delivery . The execution and delivery by such Loan Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Borrower, Borrower’s use of the proceeds of Advances made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which such Loan Party is a party have been duly executed and delivered by such Loan Party. (c) No Conflict . The execution and delivery by such Loan Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Loan Party or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation would not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. 11

(d) Governmental Authorization . Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution and delivery by such Loan Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder. (e) Actions, Suits . There are no actions, suits or proceedings pending, or to the best of such Loan Party’s knowledge, threatened, against or affecting such Loan Party, or any of its properties, in or before any court, arbitrator or other body, that would reasonably be expected to have a Material Adverse Effect. Such Loan Party is not in default with respect to any order of any court, arbitrator or Governmental Authority. (f) Binding Effect . This Agreement and each other Transaction Document to which such Loan Party is a party constitute the legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Accuracy of Information . All information heretofore furnished by such Loan Party or any of its Affiliates to the (g) Agents or the Lenders for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Loan Party or any of its Affiliates to the Agents or the Lenders will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading. (h) Use of Proceeds . Borrower represents and warrants that no proceeds of any Advance hereunder will be used (i) for a purpose that violates, or would be inconsistent with, (A) Section 7.2(e) of this Agreement or (B) Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended. (i) Good Title . Borrower represents and warrants that: (i) Borrower is the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents, and (ii) there have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Borrower’s ownership interest in each Receivable, its Collections and the Related Security. (j) Perfection . Borrower represents and warrants that: (i) this Agreement is effective to create a valid security interest in favor of the Administrative 12

Agent for the benefit of the Secured Parties in the Collateral to secure payment of the Obligations, free and clear of any Adverse Claim except as created by the Transaction Documents, and (ii) there have been or (within 2 Business Days after the date of any Advance) will be duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Secured Parties) security interest in the Collateral. Each of the Loan Parties represents and warrants that such Loan Party’s jurisdiction of organization is a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest’s obtaining priority over the rights of a lien creditor which respect to collateral. (k) Places of Business and Locations of Records . The principal places of business and chief executive office of such Loan Party and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III-A or such other locations of which the Administrative Agent has been notified in accordance with Section 7.2(a) in jurisdictions where all action required by Section 14.4(a) has been taken and completed. Borrower’s Federal Employer Identification Number is correctly set forth on Exhibit III-A. Collections . The conditions and requirements set forth in Section 7.1(j) and Section 8.2 have at all times been (l) satisfied and duly performed. The names, addresses and jurisdictions of organization of all Collection Banks, together with the account numbers of the Collection Accounts of Borrower at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit III-A to the Receivables Sale Agreement. While Borrower has granted Servicer access to the Lock-Boxes and Collection Accounts prior to delivery of a Collection Notice, Borrower has not granted any Person, other than the Administrative Agent as contemplated by this Agreement, dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event. Material Adverse Effect . (i) The initial Servicer represents and warrants that since June 30, 2014, no event has (m) occurred that would have a material adverse effect on the financial condition or operations of the initial Servicer or the ability of the initial Servicer to perform its obligations under this Agreement, and (ii) Borrower represents and warrants that since June 30, 2014, no event has occurred that would have a material adverse effect on (A) the financial condition or operations of Borrower, (B) the ability of Borrower to perform its obligations under the Transaction Documents, or (C) the collectability of the Receivables generally or any material portion of the Receivables. (n) Names . Borrower represents and warrants that: (i) the name in which Borrower has executed this Agreement is identical to the name of Borrower as indicated on the public record of its state of organization which shows Borrower to have been organized, and (ii) in the past five (5) years, Borrower has not used any corporate 13

names, trade names or assumed names other than the name in which it has executed this Agreement. Ownership of Borrower . Rock-Tenn Company owns, directly or indirectly, 100% of the issued and outstanding (o) Equity Interest of Borrower, free and clear of any Adverse Claim. Such Equity Interests are validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Borrower. (p) Not an Investment Company . Such Loan Party is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute. (q) Compliance with Law . Such Loan Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. Borrower represents and warrants that each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation would not reasonably be expected to have a Material Adverse Effect. (r) Compliance with Credit and Collection Policy . Such Loan Party has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any change to such Credit and Collection Policy, except such material change as to which the Administrative Agent has been notified in accordance with Section 7.1(a)(vii). Payments to Applicable Originator . Borrower represents and warrants that: (i) with respect to each Receivable (s) transferred to Borrower under the Receivables Sale Agreement, Borrower has given reasonably equivalent value to the applicable Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt, and (ii) no transfer by any Originator of any Receivable under the Receivables Sale Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended. (t) Enforceability of Contracts . Borrower represents and warrants that each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 14

(u) Eligible Receivables . Each Receivable included in the Net Pool Balance as an Eligible Receivable on the date of any Monthly Report was an Eligible Receivable on such date. Borrowing Limit . Immediately after giving effect to each Advance and each settlement on any Settlement Date (v) hereunder, the Aggregate Principal is less than or equal to the Borrowing Limit. (w) Accounting . The manner in which such Loan Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis. (x) OFAC . None of the Loan Parties nor any Subsidiary or Affiliate of any Loan Party (a) is a Sanctioned Person, (b) does business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC or (c) does business in such country or with any such agency, organization or person, in violation of the economic sanctions of the United States administered by OFAC. (y) ERISA . (i) Identification of Plans . Except as disclosed on Exhibit III-B, as of the closing date or as of the last date Exhibit III-B was updated to reflect the establishment of a new plan in accordance with Section 7.1(b)(vii), none of the Loan Parties, their Restricted Subsidiaries or any of their respective ERISA Affiliates maintains or contributes to, or has during the past seven (7) years maintained or contributed to, any material Plan that is subject to Title IV of ERISA . (ii) Compliance . Each Plan maintained by the Loan Parties and their Restricted Subsidiaries has at all times been maintained, by its terms and in operation, in compliance with all applicable laws, and the Loan Parties and their Restricted Subsidiaries are subject to no tax or penalty with respect to any Plan of such Person or any ERISA Affiliate thereof, including, without limitation, any tax or penalty under Title I or Title IV of ERISA or under Chapter 43 of the Tax Code, or any tax or penalty resulting from a loss of deduction under Sections 162, 404, or 419 of the Tax Code, where the failure to comply with such laws, and such taxes and penalties, together with all other liabilities referred to in this Section 5.1(y) (taken as a whole), would in the aggregate have a Material Adverse Effect. (iii) Liabilities . None of the Loan Parties or any of their Restricted Subsidiaries is subject to any liabilities (including withdrawal liabilities) with respect to any Plans of the Loan Parties, their Restricted Subsidiaries and their respective ERISA Affiliates, including, without limitation, any liabilities arising from Titles I or IV of ERISA, other than obligations to fund benefits under an ongoing Plan and to pay current contributions, expenses and premiums with respect to such Plans, where such liabilities, together with all other liabilities referred to in this Section 5.1(y) (taken as a whole), would in the aggregate have a Material Adverse Effect. 15

(iv) Funding . Each Loan Party and their Restricted Subsidiaries and, with respect to any Plan which is subject to Title IV of ERISA, each of their respective ERISA Affiliates, have made full and timely payment of all amounts (A) required to be contributed under the terms of each Plan and applicable law, and (B) required to be paid as expenses (including PBGC or other premiums) of each Plan, where the failure to pay such amounts (when taken as a whole, including any penalties attributable to such amounts) would have a Material Adverse Effect. No Loan Party is subject to any liabilities with respect to post-retirement medical benefits in any amounts which, together with all other liabilities referred to in this Section 5.1(y) (taken as a whole), would have a Material Adverse Effect if such amounts were then due and payable. ERISA Event . No ERISA Event has occurred or is reasonably expected to occur, except for such ERISA (v) Events that individually or in the aggregate would not have a Material Adverse Effect. Certain Committed Lender Representations and Warranties . Each Committed Lender hereby represents and Section 5.2. warrants to the Administrative Agent, the Funding Agent, the applicable Co-Agent, the applicable Conduit (if any), and the Loan Parties that: (a) Existence and Power . Such Committed Lender is a banking association or a limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all organizational power to perform its obligations hereunder and under its Liquidity Agreement, if applicable. (b) No Conflict . The execution and delivery by such Committed Lender of this Agreement and its Liquidity Agreement and the performance of its obligations hereunder and thereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its certificate or articles of incorporation or association or by-laws or other organizational documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets. This Agreement and, if applicable, its Liquidity Agreement have been duly authorized, executed and delivered by such Committed Lender. (c) Governmental Authorization . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution and delivery by such Committed Lender of this Agreement or, if applicable, its Liquidity Agreement and the performance of its obligations hereunder or thereunder. (d) Binding Effect . Each of this Agreement and, if applicable, its Liquidity Agreement constitutes the legal, valid and binding obligation of such Committed Lender enforceable against such 16

Committed Lender in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law). ARTICLE VI. CONDITIONS OF ADVANCES Section 6.1. Conditions Precedent to Initial Advance . The initial Advance under this Agreement is subject to the conditions precedent that (a) the Administrative Agent shall have received on or before the date of such Advance those documents listed on Schedule A to the Receivables Sale Agreement and those documents listed on Schedule B to this Agreement, (b) the Rating Agency Condition shall have been satisfied, (c) the Agents shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement, the Funding Agent Fee Letter and the Fee Letter and (d) the SSCC Acquisition shall have occurred. Section 6.2. Conditions Precedent to All Advances . Each Advance and each rollover or continuation of any Advance shall be subject to the further conditions precedent that (a) the Agents shall have received on or prior to the date thereof, in form and substance satisfactory to the Agents, all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agents shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date thereof, the following statements shall be true (and acceptance of the proceeds of such Advance shall be deemed a representation and warranty by Borrower that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct on and as of the date of such Advance (or such Settlement Date, as the case may be) as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Advance (or the continuation thereof), that will constitute (A) an Amortization Event or (B) an Unmatured Amortization Event; and (iii) Borrowing Limit.

after giving effect to such Advance (or the continuation thereof), the Aggregate Principal will not exceed the ARTICLE VII. COVENANTS

Section 7.1. Affirmative Covenants of the Loan Parties . Until the Final Payout Date, each Loan Party hereby covenants, as to itself, as set forth below: (a) Financial Reporting . Such Loan Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Agents: 17

(i) Annual Reporting . Within 90 days after the close of each of its respective fiscal years: (A) audited, unqualified, consolidated financial statements (which shall include consolidated balance sheets, statements of income and retained earnings and a statement of cash flows) for Rock-Tenn Company for such fiscal year certified in a manner acceptable to the Agents by independent public accountants reasonably acceptable to the Agents, and (B) financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for Borrower for such fiscal year certified in a manner acceptable to the Agents by an Authorized Officer of Borrower. Quarterly Reporting . Within 45 days after the close of the first three (3) quarterly periods of each of its (ii) respective fiscal years: (A) consolidated balance sheets of Rock-Tenn Company as at the close of each such period and consolidated statements of income and retained earnings and a consolidated statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer, and (B) balance sheets of Borrower as at the close of each such period and statements of income and retained earnings and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its treasurer. (iii) Compliance Certificate . Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit IV signed by such Loan Party’s Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be. (iv)

[Reserved] .

(v) S.E.C. Filings . Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which Parent or any of its Affiliates files with the Securities and Exchange Commission. (vi) Copies of Notices . Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent or any Lender, copies of the same. (vii) Change in Credit and Collection Policy . At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Agents’ consent thereto. 18

(viii) Other Information . Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of such Loan Party as any Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent and the Lenders under or as contemplated by this Agreement. (b) Notices . Such Loan Party will notify the Agents in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto: (i) Amortization Events or Unmatured Amortization Events . The occurrence of each Amortization Event and each Unmatured Amortization Event, by a statement of an Authorized Officer of such Loan Party. (ii) (iii)

Termination Date . The occurrence of the Termination Date under the Receivables Sale Agreement. Notices under Receivables Sale Agreement . Copies of all notices delivered under the Receivables Sale

Agreement. (iv) Downgrade of Performance Guarantor . Any downgrade in the rating of any Debt of Performance Guarantor by S&P or Moody’s, setting forth the Debt affected and the nature of such change. (v) Material Adverse Effect . The occurrence of any other event or condition that has had, or would reasonably be expected to have, a Material Adverse Effect. (vi) Independent Director . The decision to appoint a new director of the Borrower as the “Independent Director” for purposes of this Agreement, such notice to be issued not less than ten (10) Business Days prior to the effective date of such appointment and to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director.” (vii) ERISA Plans . An updated copy of Exhibit III-B, if the Parent, the Loan Parties and/or any of their respective Restricted Subsidiaries have established a new material Plan since the Closing Date or since the date such Exhibit III-B was last updated, which shall be delivered concurrently with the delivery of the financial statements described in Section 7.1(a)(ii). (c) Compliance with Laws and Preservation of Corporate Existence . Such Loan Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. Such Loan Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction 19

where its business is conducted, except where the failure to so preserve and maintain or qualify would not reasonably be expected to have a Material Adverse Effect. (d) Audits . Such Loan Party will furnish to the Funding Agent such information with respect to it and the Receivables as may be reasonably requested by each of the Co-Agents from time to time. To obtain such information, a Co-Agent shall submit its information request to the Funding Agent and the Funding Agent shall forward such request to the applicable Loan Party. The applicable Loan Party shall provide such information to the Funding Agent who will then forward it to the Co-Agent who requested the information. The Loan Parties shall have no obligation to respond to requests for information which is submitted directly to the Loan Parties. Such Loan Party will, from time to time during regular business hours as requested by any Co-Agent upon reasonable notice and at the sole cost of such Loan Party, permit a third party reasonably acceptable to the Required Committed Lenders (and shall cause each Originator to permit such third party): (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Collateral, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Collateral or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Borrower or the Servicer having knowledge of such matters (each of the foregoing examinations and visits, a “ Review ”); provided, however, that, so long as no Amortization Event has occurred and is continuing, (A) the Loan Parties shall only be responsible for the costs and expenses of the first Review conducted in each calendar year, (B) the Agents, collectively, will not request more than three (3) Reviews in any one calendar year and (C) the scope of any such Review shall be as reasonably and mutually agreed upon by the Co-Agents. The first Review in each calendar year shall be conducted solely at the request of the Administrative Agent. Each Review (other than the first Review occurring during any calendar year) shall be conducted solely at the request of the Required Committed Lenders. The Co-Agents (on behalf of the Lenders) shall be responsible for the costs and expenses incurred in connection with each Review (other than the first Review occurring during any calendar year) in an amount equal to its Percentage or Pro Rata Share of its Conduit Group’s Percentage, as applicable. For the avoidance of doubt, following the occurrence and during the continuation of an Amortization Event, there shall be no limitation placed upon the number of Reviews conducted at the sole cost and expense of a Loan Party under this Section 7.1(d). The Loan Parties agree that the Loan Parties shall participate in a due diligence meeting to occur once per calendar year prior to the anniversary of the Closing Date subject to terms and conditions that are reasonably satisfactory to the Co-Agents. (e)

Keeping and Marking of Records and Books .

(i) The Servicer will (and will cause each Originator to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all 20

documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will (and will cause each Originator to) give the Agents notice of any material change in the administrative and operating procedures referred to in the previous sentence. (ii) Such Loan Party will (and will cause each Originator to): (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Loans with a legend, acceptable to the Agents, describing the Administrative Agent’s security interest in the Collateral and (B) upon the request of the Agents following the occurrence of an Amortization Event: (x) mark each Contract with a legend describing the Administrative Agent’s security interest and (y) deliver to the Administrative Agent all Contracts (including, without limitation, all multiple originals of any such Contract constituting an instrument, a certificated security or chattel paper) relating to the Receivables. (f) Compliance with Contracts and Credit and Collection Policy . Such Loan Party will (and will cause each Originator to) timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. Maintenance and Enforcement of Receivables Sale Agreement and Performance Undertaking . Borrower will (g) maintain the effectiveness of, and continue to perform under the Receivables Sale Agreement and the Performance Undertaking, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Receivables Sale Agreement or the Performance Undertaking, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Receivables Sale Agreement or the Performance Undertaking or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Agents. Borrower will, and will require each Originator to, perform each of their respective obligations and undertakings under and pursuant to the Receivables Sale Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to Borrower under the Receivables Sale Agreement. Borrower will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agents and the Lenders as assignees of Borrower) under the Receivables Sale Agreement as any of the Agents may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreement. (h) Ownership . Borrower will (or will cause each Originator to) take all necessary action to (i) vest legal and equitable title to the Collateral purchased under the Receivables Sale Agreement irrevocably in Borrower, free and clear of any Adverse 21

Claims (other than Adverse Claims in favor of the Administrative Agent, for the benefit of the Secured Parties) including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Borrower’s interest in such Collateral and such other action to perfect, protect or more fully evidence the interest of Borrower therein as any of the Agents may reasonably request, and (ii) establish and maintain, in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in all Collateral, free and clear of any Adverse Claims, including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (for the benefit of the Secured Parties) security interest in the Collateral and such other action to perfect, protect or more fully evidence the interest of the Administrative Agent for the benefit of the Secured Parties as any of the Agents may reasonably request. (i) Lenders’ Reliance . Borrower acknowledges that the Agents and the Lenders are entering into the transactions contemplated by this Agreement in reliance upon Borrower’s identity as a legal entity that is separate from each Originator. Therefore, from and after the date of execution and delivery of this Agreement, Borrower shall take all reasonable steps, including, without limitation, all steps that any Agent or any Lender may from time to time reasonably request, to maintain Borrower’s identity as a separate legal entity and to make it manifest to third parties that Borrower is an entity with assets and liabilities distinct from those of each Originator and any Affiliates thereof (other than Borrower) and not just a division of any Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Borrower will: (i) maintain books, financial records and bank accounts in a manner so that it will not be difficult or costly to segregate, ascertain and otherwise identify the assets and liabilities of Borrower; not commingle any of its assets, funds, liabilities or business functions with the assets, funds, liabilities or (ii) business functions of any other person or entity except for payments that may be received in any Lock-Box prior to 30 days after the date of this Agreement; (iii)

observe all appropriate corporation procedures and formalities;

(iv)

pay its own liabilities, losses and expenses only out of its own funds;

(v) maintain separate annual and quarterly financial statements prepared in accordance with generally accepted accounting principles, consistently applied, showing its assets and liabilities separate and distinct from those of any other person or entity; 22

(vi) pay or bear the cost (or if such statements are consolidated, the pro-rata cost) of the preparation of its financial statements, and have such financial statements audited by a certified public accounting firm that is not affiliated with Borrower or its Affiliates; (vii)

not guarantee or become obligated for the debts or obligations of any other entity or person;

(viii)

not hold out its credit as being available to satisfy the debts or obligations of any other person or entity;

(ix)

hold itself out as an entity separate and distinct from any other person or entity (including its Affiliates);

(x)

correct any known misunderstanding regarding its separate identity;

(xi)

use separate stationery, business cards, purchase orders, invoices, checks and the like bearing its own name;

(xii) compensate all consultants, independent contractors and agents from its own funds for services provided to it by such consultants, independent contractors and agents; (xiii) to the extent that Borrower and any of its Affiliates occupy any premises in the same location, allocate fairly, appropriately and nonarbitrarily any rent and overhead expenses among and between such entities with the result that each entity bears its fair share of all such rent and expenses; (xiv) to the extent that Borrower and any of its Affiliates share the same officers, allocate fairly, appropriately and nonarbitrarily any salaries and expenses related to providing benefits to such officers between or among such entities, with the result that each such entity will bear its fair share of the salary and benefit costs associated with all such common or shared officers; (xv) to the extent that Borrower and any of its Affiliates jointly contract or do business with vendors or service providers or share overhead expenses, allocate fairly, appropriately and nonarbitrarily any costs and expenses incurred in so doing between or among such entities, with the result that each such entity bears its fair share of all such costs and expenses; (xvi) to the extent Borrower contracts or does business with vendors or service providers where the goods or services are wholly or partially for the benefit of its Affiliates, allocate fairly, appropriately and nonarbitrarily any costs incurred in so doing to the entity for whose benefit such goods or services are provided, with the result that each such entity bears its fair share of all such costs; 23

(xvii) not make any loans to any person or entity (other than such intercompany loans between Borrower and each Originator contemplated by this Agreement) or buy or hold any indebtedness issued by any other person or entity (except for cash and investment-grade securities); (xviii) (xix)

conduct its own business in its own name; hold all of its assets in its own name;

(xx) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis; (xxi)

not pledge its assets for the benefit of any other Person;

(xxii)

not identify itself as a division or department of any other entity;

(xxiii) maintain adequate capital in light of its contemplated business operations and in no event less than the Required Capital Amount (as defined in the Receivables Sale Agreement) and refrain from making any dividend, distribution, redemption of capital stock or payment of any subordinated indebtedness which would cause the Required Capital Amount to cease to be so maintained; (xxiv) conduct transactions between Borrower and third parties in the name of Borrower and as an entity separate and independent from each of its Affiliates; (xxv) cause representatives and agents of Borrower to hold themselves out to third parties as being representatives or agents, as the case may be, of Borrower; (xxvi) cause transactions and agreements between Borrower, on the one hand, and any one or more of its Affiliates, on the other hand (including transactions and agreements pursuant to which the assets or property of one is used or to be used by the other), to be entered into in the names of the entities that are parties to the transaction or agreement, to be formally documented in writing and to be approved in advance by the Board (including the affirmative vote of the Independent Director); (xxvii) cause the pricing and other material terms of all such transactions and agreements to be established at the inception of the particular transaction or agreement on commercially reasonable terms (substantially similar to the terms that would have been established in a transaction between unrelated third parties) by written agreement (by formula or otherwise); (xxviii) not acquire or assume the obligations or acquire the securities of its Affiliates or owners, including partners of its Affiliates, provided, 24

however, that notwithstanding the foregoing, Borrower is authorized to engage in and consummate each of the transactions contemplated by each Transaction Document and Borrower is authorized to perform its obligations under each Transaction Document; (xxix) maintain its corporate charter in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement; and (B) its corporate charter, at all times from and after June 30, 2011 while this Agreement is in effect, requires that the Board of Directors of the Borrower shall at all times include at least one “Independent Director” as such term is defined herein. (xxx) maintain its corporate separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary; and (xxxi) take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by counsel for Borrower, in connection with the closing or initial Advance under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times. (j) Collections . Such Loan Party will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to the Collateral are remitted directly to Borrower or any Affiliate of Borrower, Borrower will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposit into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Borrower will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Agents and the Lenders. Borrower will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Administrative Agent as contemplated by this Agreement and except for access granted to Servicer prior to delivery of Collection Notices. Notwithstanding anything to the contrary contained herein, in the event that, prior to the occurrence of an Amortization Event or Unmatured Amortization Event, a 25

Collection Bank provides notice to any party hereto of its election to terminate without cause the related Collection Account Agreement, the Administrative Agent, the Servicer and the Borrower shall cooperate in good faith in order to execute a replacement collection account agreement that is mutually acceptable to the Borrower and the Administrative Agent. Taxes . Such Loan Party will file all material tax returns and reports required by law to be filed by it and will (k) promptly pay all material taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Borrower will pay when due any and all present and future stamp, documentary, and other similar taxes and governmental charges payable in connection with the Receivables, and hold each of the Indemnified Parties harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes and governmental charges. (l) Payment to Applicable Originator . With respect to any Receivable purchased by Borrower from any Originator, such sale shall be effected under, and in strict compliance with the terms of, the Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to such Originator in respect of the purchase price for such Receivable. (m) Amendment of Parent Credit Agreement . Borrower or Servicer shall provide written notice to the Administrative Agent and the Funding Agent of any proposed amendment to the Parent Credit Agreement on or after the date hereof that would alter the definitions of “Applicable Percentage” or “Leverage Ratio” contained therein or that would alter in any way the manner in which “Applicable Percentage” or “Leverage Ratio” are determined under the Parent Credit Agreement, in each case, not later than five Business Days prior to the effectiveness of any such amendment. The Funding Agent shall promptly provide any such notice to each Co-Agent. (n) Notice of Leverage Ratio . On each Interest Determination Date (as defined in the Parent Credit Agreement, as in effect on the date hereof), the Servicer shall provide to the Administrative Agent and the Funding Agent written notice of the “Leverage Ratio” as calculated pursuant to the terms of the Parent Credit Agreement, as in effect on the date hereof. The Funding Agent shall promptly provide any such notice to each Co-Agent. (o) Ratification of Obligations under Collection Account Agreements . Borrower acknowledges and ratifies its obligations under each of the Collection Account Agreements , and agrees to perform and comply with, in all respects, all of the covenants and other obligations and terms binding on it pursuant to each of the Collection Account Agreements. 26

(p) Compliance with European Risk Retention Requirements: Each of Borrower and Servicer jointly undertakes that for so long as any Loan is available or outstanding, it shall: (i) ensure that the Originators comply with the covenants set out in the Side Letter to the Receivables Sale Agreement; (ii) ensure that the Originators confirm to the Servicer, for inclusion in each Monthly Report that each of the Originators continue to comply with the covenants set out in the Side Letter to the Receivables Sale Agreement; (iii) provide notice promptly to the Administrative Agent in the event that any Originator has breached the covenants set out in the Side Letter to the Receivables Sale Agreement; and (iv) procure that the Originators will take such further action, provide such information and enter into such other agreements as may reasonably be required to satisfy the Risk Retention Requirements as of (i) the date hereof and (ii) solely as regards the provision of information in the possession of the Originators and, to the extent the same is not subject to a duty of confidentiality, following the date hereof. The Servicer shall include in each Monthly Report verification that each of the Originators has confirmed that, as of the date of such Monthly Report, it (A) continues to hold the Retained Interest in the form set out in the Side Letter to the Receivables Sale Agreement on the date of such Monthly Report, and (B) has not sold or entered into any credit risk mitigation, short positions or any other hedge or otherwise seek to mitigate its credit risk with respect to the Retained Interest (except as permitted by the Risk Retention Requirements). Section 7.2.

Negative Covenants of the Loan Parties . Until the Final Payout Date, each Loan Party hereby covenants, as to itself,

that: (a) Name Change, Offices and Records . Such Loan Party will not change its name, identity or structure (within the meaning of any applicable enactment of the UCC) or jurisdiction of organization, unless it shall have: (i) given the Agents at least ten (10) Business Days’ prior written notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and other documents requested by any Agent in connection with such change or relocation. Change in Payment Instructions to Obligors . Except as may be required by the Administrative Agent pursuant to (b) Section 8.2(b), such Loan Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed 1

Risk retention compliance line item to be added to form of Monthly Report. 27

effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or LockBox; provided, however , that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account; provided further, however , this clause shall not prohibit any Originator from directing obligors of Excluded Receivables to make payment to a lock-box or account which is not a Lock-Box or Collection Account. (c) Modifications to Contracts and Credit and Collection Policy . Such Loan Party will not, and will not permit any Originator to, make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as provided in Section 8.2(d), the Servicer will not, and will not permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy. (d) Sales, Liens . Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any of the Collateral, or assign any right to receive income with respect thereto (other than, in each case, the creation of a security interest therein in favor of the Administrative Agent as provided for herein), and Borrower will defend the right, title and interest of the Secured Parties in, to and under any of the foregoing property, against all claims of third parties claiming through or under Borrower or any Originator. Use of Proceeds . Borrower will not use the proceeds of the Advances for any purpose other than (i) paying for (e) Receivables and Related Security under and in accordance with the Receivables Sale Agreement, including without limitation, making payments on the Subordinated Notes to the extent permitted thereunder and under the Receivables Sale Agreement, (ii) paying its ordinary and necessary operating expenses when and as due, and (iii) making Restricted Junior Payments to the extent permitted under this Agreement. (f) Termination Date Determination . Borrower will not designate the Termination Date, or send any written notice to any Originator in respect thereof, without the prior written consent of the Agents, except with respect to the occurrence of a Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement. Restricted Junior Payments . Borrower will not make any Restricted Junior Payment if after giving effect thereto, (g) Borrower’s Net Worth (as defined in the Receivables Sale Agreement) would be less than the Required Capital Amount (as defined in the Receivables Sale Agreement). (h) Borrower Debt . Borrower will not incur or permit to exist any Debt or liability on account of deposits except: (i) the Obligations, (ii) the Subordinated 28

Loans, and (iii) other current accounts payable arising in the ordinary course of business and not overdue. (i) ERISA Compliance . The Loan Parties will not, and will not permit any Subsidiary of the Parent to, fail to satisfy the minimum funding standard under Section 412 of the Tax Code or Section 302 of ERISA, whether or not waived, or incur any liability under Section 4062 of ERISA to PBGC established thereunder in connection with any Plan except as would not have a Material Adverse Effect. ARTICLE VIII. ADMINISTRATION AND COLLECTION Section 8.1.

Designation of Servicer .

(a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the “ Servicer ”) so designated from time to time in accordance with this Section 8.1. Converting is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. After the occurrence of an Amortization Event, the Administrative Agent, at the direction of the Required Committed Lenders, may at any time designate as Servicer any Person to succeed Converting or any successor Servicer, provided that the Rating Agency Condition (if applicable) is satisfied. (b) Converting may at any time and from time to time delegate any or all of its duties and obligations as Servicer hereunder to one or more Persons. Notwithstanding the foregoing, so long as Converting remains the Servicer hereunder: (i) Converting shall be and remain liable to the Agents and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Agents and the Lenders shall be entitled to deal exclusively with Converting in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. Section 8.2.

Duties of Servicer .

(a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. The (b) Servicer shall effect a Collection Account Agreement with each bank party to a Collection Account at any time. The Servicer shall actively, and using all commercially reasonable efforts, monitor remittances received in each Lock-Box and Collection Account to determine if such amounts constitute Collections. In the case of any remittance received in any Lock-Box or Collection Account that shall have been determined, to the satisfaction of the Servicer, not to constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly (but in no event later than the second Business Day following 29

identification of such amount in a Lock-Box or Collection Account) remove such amount from such Lock-Box or Collection Account and provide the Administrative Agent with written notice of such removal. Notwithstanding anything to the contrary contained herein, all amounts on deposit in any Lock-Box or Collection Account shall be deemed to be Collections, unless removed in accordance with the immediately preceding sentence. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, any Agent may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, Borrower and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. (c) The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Servicer shall set aside and hold in trust for the account of Borrower and the Lenders their respective shares of the Collections in accordance with Article II. The Servicer shall, upon the request of any Agent, segregate, in a manner acceptable to the Agents, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Borrower prior to the remittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. (d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however , that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Defaulted Receivable or limit the rights of the Agents or the Lenders under this Agreement. Notwithstanding anything to the contrary contained herein, from and after the occurrence of an Amortization Event, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Servicer shall hold in trust for Borrower and the Lenders all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Administrative Agent following the occurrence of an Amortization Event, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, as soon as practicable following receipt thereof turn over to Borrower any cash collections or other cash proceeds received with respect to Debt not constituting Receivables or proceeds of Collateral. The Servicer shall, from time to time at the request of the Funding Agent (on behalf of any Lender), furnish to the Funding Agent 30

(promptly after any such request) a calculation of the amounts set aside for the Lenders pursuant to Article II. The Funding Agent shall promptly provide such calculation to such Lender. Any payment by an Obligor in respect of any indebtedness owed by it to Originator or Borrower shall, except as (f) otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor. Section 8.3. Collection Notices . The Administrative Agent is authorized at any time after the occurrence of an Amortization Event to date and to deliver to the Collection Banks the Collection Notices. Borrower hereby transfers to the Administrative Agent for the benefit of the Secured Parties, the exclusive ownership and control of each Lock-box and Collection Account; provided, however , that Borrower shall retain the right to direct the disposition of funds from each of the Collection Accounts until the Administrative Agent (in accordance with Section 9.2 hereof) delivers the applicable Collection Notice. In case any authorized signatory of Borrower whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Borrower hereby authorizes the Administrative Agent, and agrees that the Administrative Agent shall be entitled (i) at any time after delivery of the Collection Notices, to endorse Borrower’s name on checks and other instruments representing Collections, (ii) at any time after the occurrence of an Amortization Event, to enforce the Receivables, the related Contracts and the Related Security, and (iii) at any time after the occurrence of an Amortization Event, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Administrative Agent rather than Borrower. Section 8.4. Responsibilities of Borrower . Anything herein to the contrary notwithstanding, the exercise by the Administrative Agent on behalf of the Secured Parties of their rights hereunder shall not release the Servicer, any Originator or Borrower from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Lenders shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Borrower. Moreover, the ultimate responsibility for the servicing of the Receivables shall be borne by Borrower. Section 8.5. Monthly Reports . (a) The Servicer shall prepare and forward to the Funding Agent, on each Monthly Reporting Date, a Monthly Report and an electronic file of the data contained therein. The Funding Agent shall forward such Monthly Report and electronic file to the Lenders.

31

(b) Any Co-Agent may request that the Funding Agent obtain a listing by Obligor of all Receivables together with an aging of such Receivables from the Servicer. Upon receipt of such request from the Funding Agent, the Servicer shall prepare and forward to the Funding Agent a report containing such information. The Funding Agent shall deliver such report to the relevant Co-Agent. Section 8.6. Servicing Fee . As compensation for the Servicer’s servicing activities on their behalf, Borrower shall pay the Servicer the Servicing Fee, which fee shall be paid from Collections in arrears on each Settlement Date in accordance with Sections 2.2 and 2.3 herein. ARTICLE IX. AMORTIZATION EVENTS Section 9.1.

Amortization Events . The occurrence of any one or more of the following events shall constitute an Amortization

Event: (a) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for 3 consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been materially incorrect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty that itself contains a materiality threshold. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or, with respect to Section 8.5, within three days of when due. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall remain unremedied for 30 days after the earlier of (i) an Executive Officer of any of such Persons obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any Loan Party or Performance Guarantor by any of the Agents. (e) Failure of Borrower to pay any Debt (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (f) Failure of Performance Guarantor or the Servicer or any of their respective Subsidiaries (other than Borrower) to pay Debt in excess of $25,000,000 in 32

aggregate principal amount (hereinafter, “ Material Debt ”) when due; or the default by Performance Guarantor or any of its Subsidiaries (other than Borrower) in the performance of any term, provision or condition contained in any agreement under which any Material Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Debt to cause, such Material Debt to become due prior to its stated maturity; or any Material Debt of Performance Guarantor, the Servicer or any of their respective Subsidiaries (other than Borrower) shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (g)

An Event of Bankruptcy shall occur with respect to Performance Guarantor, any Originator or any Loan Party.

(h)

As at the end of any Calculation Period:

(i)

(i)

the three-month rolling average Delinquency Ratio shall exceed 5.75%,

(ii)

the three-month rolling average Default Ratio shall exceed 3.5%,

(iii)

the three-month rolling average Dilution Ratio shall exceed 6.5%, or

(iv)

Days Sales Outstanding shall exceed 50 days.

A Change of Control shall occur.

(j) (i) One or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any of its Subsidiaries (other than Borrower) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (k) The “ Termination Date ” shall occur under the Receivables Sale Agreement as to any Originator or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Borrower under the Receivables Sale Agreement. (l) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Borrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Lenders shall cease to have a valid and perfected first priority security interest in the Collateral. 33

(m)

The Aggregate Principal shall exceed the Borrowing Limit for 2 consecutive Business Days.

(n) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of its obligations thereunder. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Collateral and such lien shall not have been released within fifteen (15) days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Collateral. (p)

Any Plan of Performance Guarantor or any of its ERISA Affiliates:

(i) shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or (ii) of such Plan; or

is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms

(iii) shall require Performance Guarantor or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or (iv) results in a liability to Performance Guarantor or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA, and there shall result from any such failure, waiver, termination or other event a liability to the PBGC or a Plan that would have a Material Adverse Effect. (q) Any event shall occur which (i) materially and adversely impairs the ability of the Originators to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to Borrower on the date of this Agreement or (ii) has, or would be reasonably expected to have, a Material Adverse Effect. (r) Except as otherwise permitted in Section 7.1(j), any Collection Account fails to be subject to a Collection Account Agreement at any time. Section 9.2. Remedies . Upon the occurrence and during the continuation of an Amortization Event: (i) the Administrative Agent, upon the direction of the Required Committed Lenders, shall replace the Person then acting as Servicer, (ii) the 34

Administrative Agent may (and, upon direction of the Required Committed Lenders, the Administrative Agent shall) declare the Amortization Date to have occurred, whereupon the Aggregate Commitment shall immediately terminate and the Amortization Date shall forthwith occur, all without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Loan Party; provided, however , that upon the occurrence of an Amortization Event described in Section 9.1(g), the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Loan Party, (iii) the Administrative Agent may (and, upon the direction of the Required Committed Lenders, shall) deliver the Collection Notices to the Collection Banks, (iv) the Administrative Agent may (and, upon the direction of the Required Committed Lenders, shall) exercise all rights and remedies of a secured party upon default under the UCC and other applicable laws, and (v) the Administrative Agent may (and, upon the direction of the Required Committed Lenders, shall) notify Obligors of the Administrative Agent’s security interest in the Receivables and other Collateral. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Agents and the Lenders otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative. ARTICLE X. INDEMNIFICATION Section 10.1. Indemnities by the Loan Parties . Without limiting any other rights that the Administrative Agent, the Funding Agent or any Lender may have hereunder or under applicable law, (A) Borrower hereby agrees to indemnify (and pay upon demand to) each of the Agents, each of the Conduits, each of the Committed Lenders and each of the respective assigns, officers, directors, agents and employees of the foregoing (each, an “ Indemnified Party ”) from and against any and all damages, losses, claims, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees actually incurred (which attorneys may be employees of the Administrative Agent or such Lender) and disbursements (all of the foregoing being collectively referred to as “ Indemnified Amounts ”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Lender of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder excluding, however , in all of the foregoing instances under the preceding clauses (A) and (B): (a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; 35

(b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or Taxes (indemnification for which shall be covered by Section 10.2(b)) other than any Taxes that represent losses, (c) claims, damages, etc. arising from a non-Tax claim; provided, however , that nothing contained in this sentence shall limit the liability of any Loan Party or limit the recourse of the Lenders to any Loan Party for amounts otherwise specifically provided to be paid by such Loan Party under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Borrower shall indemnify the Agents and the Lenders for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to such Loan Party) relating to or resulting from: (i) any representation or warranty made by any Loan Party or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by Borrower, the Servicer or any Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of Borrower, the Servicer or any Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than a defense related to the financial condition, or discharge in bankruptcy, of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; 36

(vi)

the commingling of Collections of Receivables at any time with other funds;

(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any Advance, the Collateral or any other investigation, litigation or proceeding relating to Borrower, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix)

any Amortization Event;

(x) any failure of Borrower to acquire and maintain legal and equitable title to, and ownership of any of the Collateral from the applicable Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Borrower to give reasonably equivalent value to any Originator under the Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xi) any failure to vest and maintain vested in the Administrative Agent for the benefit of the Lenders, or to transfer to the Administrative Agent for the benefit of the Secured Parties, a valid first priority perfected security interests in the Collateral, free and clear of any Adverse Claim (except as created by the Transaction Documents); (xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Collateral, and the proceeds thereof, whether at the time of any Advance or at any subsequent time; (xii) any action or omission by any Loan Party which reduces or impairs the rights of the Administrative Agent or the Lenders with respect to any Collateral or the value of any Collateral; any attempt by any Person to void any Advance or the Administrative Agent’s security interest in the (xiv) Collateral under statutory provisions or common law or equitable action; (xv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Administrative Agent or any 37

Lender as a result of the funding of the Commitments or the acceptance of payments due under the Transaction Documents; and (xvi) the failure of any Receivable included in the calculation of the Net Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included. Notwithstanding the foregoing, (A) the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Receivables; and (B) nothing in this Section 10.1 shall require Borrower to indemnify the Indemnified Parties for Receivables which are not collected, not paid or otherwise uncollectible on account of the insolvency, bankruptcy, creditworthiness or financial inability to pay of the applicable Obligor. Section 10.2.

Increased Cost and Reduced Return

(a) If after the date hereof, any Affected Entity shall be charged any fee, expense or increased cost on account of any Regulatory Change (i) that subjects such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to such Affected Entity of any amounts payable under any Funding Agreement (except Excluded Taxes or Indemnified Taxes) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of such Affected Entity, or credit extended by such Affected Entity pursuant to any Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to such Affected Entity of performing its obligations under any Funding Agreement, or to reduce the rate of return on such Affected Entity’s capital as a consequence of its obligations under any Funding Agreement, or to reduce the amount of any sum received or receivable by such Affected Entity under any Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Co-Agent, on behalf of such Affected Entity, and receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to such Co-Agent, as applicable, for the benefit of such Affected Entity, such amounts charged to such Affected Entity or such amounts to otherwise compensate such Affected Entity for such increased cost or such reduction. Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith (collectively, “ Dodd Frank Act ”) (whether or not having the force of law) as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III (collectively, “ Basel Accords ”) (whether or not having the force of law), shall be deemed to be a “Regulatory Change” if enacted, adopted, issued, complied with, applied or implemented after the date hereof. 38

(b) (i) If the Borrower shall be required by applicable law to deduct any Taxes from any payments made to any Affected Entity, then (a) if such Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 10.2), such Affected Entity receives an amount equal to the sum it would have received had no such deductions been made, (b) Borrower shall be entitled to make such deductions and (c) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. As soon as practicable, but in no event more than 30 days after any payment of such Indemnified Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent or the applicable Co-Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent or such Co-Agent, as the case may be. (ii) The Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Transaction Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Transaction Document (except any such taxes imposed as a result of a present or former connection between the Affected Entity and the jurisdiction imposing such tax that are imposed with respect to an assignment other than a connection arising from such Affected Entity having entered into this Agreement) (hereinafter referred to as “ Other Taxes ”). The Borrower shall not be required to make payment under this Section 10.2(b)(ii) to the extent paid under Section 10.1. (iii) If any Taxes are payable or paid by any Affected Entity (including Taxes imposed or asserted on or attributable to any amounts payable under this Section 10.2) or are required to be withheld, deducted or paid from or in respect of any sum payable under any Transaction Document to any Affected Entity, to the extent such Taxes are Indemnified Taxes or Other Taxes, the Borrower shall also pay to such Affected Entity at the time interest is paid, such additional amount that such Affected Entity reasonably determines is necessary to preserve the after-tax yield (after factoring in all taxes attributable solely and directly to income derived from the transaction effectuated by the Transaction Documents, including taxes imposed on or measured by net income) that such Affected Entity would have received if such Indemnified Taxes or Other Taxes had not been imposed. The Borrower shall not be required to make payment under this Section 10.2(iii) to the extent paid under Section 10.1, 10.2(b)(i) or 10.2(b)(ii). (c) Any Affected Entity that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower, Servicer, and Administrative Agent at the time or times reasonably requested by the Borrower, Servicer, or Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Borrower, Servicer, or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of 39

withholding. In addition, any Affected Entity, if reasonably requested by the Borrower, Servicer, or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower, Servicer, or Administrative Agent as will enable the Borrower, Servicer, or Administrative Agent to determine whether or not such Affected Entity is subject to backup withholding or information reporting requirements. Each Affected Entity agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower, Servicer, and Administrative Agent in writing of its legal inability to do so. Without limiting the generality of the foregoing: (i) any Affected Entity that is a U.S. Person shall deliver to the Borrower, Servicer, and Administrative Agent on or prior to the date on which such Affected Entity becomes party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Servicer, and Administrative Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Affected Entity is exempt from U.S. federal backup withholding tax; (ii) any Affected Entity that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, Servicer, and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Affected Entity becomes party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Servicer, and Administrative Agent), whichever of the following is applicable: (1) in the case of an Affected Entity claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI (or any successor form); (3) in the case of an Affected Entity claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Tax Code, (x) a certificate satisfactory to Borrower, Servicer, and Administrative Agent to the effect that such Affected Entity is not a “bank” within the meaning of Section 881(c)(3)(A) of the Tax Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Tax Code, or a “controlled foreign corporation” described in Section 40

881(c)(3)(C) of the Tax Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BEN or W-8BENE, as applicable (or any successor form); or (4) to the extent an Affected Entity is not the beneficial owner, executed copies of IRS Form W-8IMY (or any successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor forms), a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Affected Entity is a partnership and one or more direct or indirect partners of such Affected Entity are claiming the portfolio interest exemption, such Affected Entity may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Affected Entity (and its respective Co-Agent) shall, to the extent it is legally entitled to do so, deliver to the Borrower, Servicer, and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Affected Entity becomes a Affected Entity under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Servicer, and Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower, Servicer, or Administrative Agent to determine the withholding or deduction required to be made; and (iv) If a payment made to an Affected Entity under any Transaction Document would be subject to U.S. Federal withholding tax imposed by FATCA if such Affected Entity were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Tax Code, as applicable), such Affected Entity (and its respective Co-Agent) shall deliver to the Borrower, Servicer and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower, Servicer or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Tax Code) and such additional documentation reasonably requested by the Borrower, Servicer or the Administrative Agent as may be necessary for the Borrower, Servicer or the Administrative Agent to comply with their obligations under FATCA and to determine that such Affected Entity has complied with such Affected Entity’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (c), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (d) If any Affected Entity receives a refund in respect of any Indemnified Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts, in each case pursuant to this Section, it shall promptly repay such refund to such Borrower (to the extent of amounts that have been paid by Borrower (or the Servicer, on its behalf) under this Section with respect to 41

such refund), net of all out-of-pocket expenses (including taxes imposed with respect to such refund) of such Affected Entity and without interest (other than interest paid by the relevant taxing authority with respect to such refund); provided, however, that each Borrower (or the Servicer, on its behalf) upon the request of such Affected Entity, agrees to return such refund (plus penalties, interest or other charges) to such Affected Entity in the event such Affected Entity or the Administrative Agent is required to repay such refund. Nothing in this Section shall obligate any Affected Entity to apply for any such refund. This paragraph shall not be construed to require any Affected Entity to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. (e) Servicer and the Borrower acknowledge that, in connection with the funding of the Loan, or any portion thereof, by a Conduit, the Administrative Agent may be required to obtain commercial paper ratings affirmation(s). Each of the Servicer and the Borrower agrees that it will (i) cooperate with the Administrative Agent and any rating agency involved in the issuance of such rating, (ii) amend and/or supplement the terms of this Agreement and the other Transaction Documents that define, employ or relate to the term “ Borrowing Base ”, “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” , or any defined term utilized in the definitions of such terms, in each case, as required by such rating agency in connection with the issuance of such rating (as so amended or supplemented, the “Revised Documents”), and (iii) take all actions required to ensure that (A) it is in compliance with all material provisions, representation, warranties and covenants of the Revised Documents applicable to it, (B) no Unmatured Amortization Event, Amortization Event, or any event that, with the giving of notice or the lapse of time, or both, would constitute a Unmatured Amortization Event or Amortization Event exists under the Revised Documents and (C) all other requirements under the Revised Documents relating to the funding of the Loan or the ownership of any Receivable have been complied with. The Borrower shall pay in immediately available funds to the Administrative Agent, all costs and expenses in connection with this Section 10.2, including, without limitation, the initial fees payable to such rating agency or agencies in connection with providing such rating and all ongoing fees payable to the rating agency or agencies for their continued monitoring of such rating. (f)

For purposes of this Section 10.2, the term “Affected Entity” shall include any assignee pursuant to Section 12.1.

Section 10.3. Other Costs and Expenses . Subject to Section 7.1(d), Borrower shall pay to the Agents and the Conduits on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable fees and out-of-pocket expenses of legal counsel for the Agents and the Conduits (which such counsel may be employees of the Agents or the Conduits) with respect thereto and with respect to advising the Agents and the Conduits as to their respective rights and remedies under this Agreement. Borrower shall pay to the Agents on demand any and all costs and expenses 42

of the Agents and the Lenders, if any, including reasonable counsel fees and expenses actually incurred in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Notwithstanding anything to the contrary contained herein, the parties hereto agree that in no event shall the Borrower be obligated to pay the fees and expenses of more than one legal counsel in respect of the Lenders, which counsel shall be counsel for the Administrative Agent. ARTICLE XI. THE AGENTS Section 11.1.

Authorization and Action .

(a) Each Lender and its Co-Agent hereby irrevocably designates and appoints Coöperatieve Centrale RaiffeisenBoerenleenbank B.A., “Rabobank Nederland”, New York Branch as Funding Agent hereunder and under the other Transaction Documents to which the Funding Agent is a party and authorizes the Funding Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Funding Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Unaffiliated Committed Lender and each Committed Lender in any Conduit Group hereby designates the Person designated on the Lender Supplement as Co-Agent for such Unaffiliated Committed Lender or Conduit Group, as applicable, as agent for such Person hereunder and authorizes such Person to take such actions as agent on its behalf and to exercise such powers as are delegated to the Co-Agent for such Person by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Lender and each Co-Agent that becomes a party to this Agreement after the date hereof shall designate and appoint the Funding Agent, as its agent and authorizes the Funding Agent to take such action on its behalf under the provision of the Transaction Documents, and to exercise such powers and perform such duties as are expressly delegated to such agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender and its Co-Agent hereby irrevocably designates and appoints Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and each Lender and each Co-Agent that becomes a party to this Agreement hereafter ratifies such designation and appointment and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Agents shall have any duties or responsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Agent shall be read 43

into any Transaction Document or otherwise exist against such Agent. In addition, the Administrative Agent is hereby authorized by each Lender, each Co-Agent and the Funding Agent to consent to (i) any amendments or restatements to the Certificate of Incorporation of Borrower to the extent such amendments or restatements are not prohibited by Section 7.1(i)(xxix) and (ii) any amendments or modifications of the bylaws of the Borrower. (b) The provisions of this Article XI are solely for the benefit of the Agents and the Lenders, and none of the Loan Parties shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any obligations which any of the Agents or Lenders may have to any of the Loan Parties under the other provisions of this Agreement. (c) In performing its functions and duties hereunder, (i) the Funding Agent shall act solely as the agent of the Lenders and Co-Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Loan Parties or any of their respective successors and assigns, (ii) each Co-Agent shall act solely as agent for its related Committed Lender or the Lenders in its Conduit Group, as applicable, and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Loan Parties or any other Lenders or any of their respective successors or assigns, and (iii) the Administrative Agent shall act solely as the agent of the Lenders and the Co-Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Loan Parties or any of their respective successors and assigns. Section 11.2. Delegation of Duties . Each of the Agents may execute any of its duties under any Liquidity Agreement to which it is a party and each Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. None of the Agents shall be responsible for the negligence or misconduct of any agents or attorneys-infact selected by it with reasonable care. Section 11.3. Exculpatory Provisions . None of the Agents nor any of their directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction Document (except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Lenders or other Agents for any recitals, statements, representations or warranties made by any Loan Party contained in this Agreement, any other Transaction Document or any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or any other Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of any Loan Party to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. None of the Agents shall be under any obligation to any other 44

Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Loan Parties. None of the Agents shall be deemed to have knowledge of any Amortization Event or Unmatured Amortization Event unless such Agent has received notice from Borrower, another Agent or a Lender. Section 11.4.

Reliance by Agents .

(a) Each of the Agents shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Borrower), independent accountants and other experts selected by such Agent. Each of the Agents shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of such of the Lenders or Committed Lenders in its Conduit Group as it deems appropriate and it shall first be indemnified to its satisfaction by the Committed Lenders in its Conduit Group against any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action, provided that unless and until an Agent shall have received such advice, such Agent may take or refrain from taking any action, as such Agent shall deem advisable and in the best interests of the Lenders. (b) Each of the Administrative Agent and the Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Required Committed Lenders or all of the Lenders, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. (c)

Any action taken by any of the Agents in accordance with Section 11.4 shall be binding upon all of the Agents and the

Lenders. Section 11.5. Non-Reliance on Other Agents and Other Lenders . Each Lender expressly acknowledges that none of the Agents or other Lenders, nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates, has made any representations or warranties to it and that no act by any Agent or other Lender hereafter taken, including, without limitation, any review of the affairs of any Loan Party, shall be deemed to constitute any representation or warranty by such Agent or such other Lender. Each Lender represents and warrants to each Agent that it has made and will make, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of Borrower and made its own decision to enter into its Liquidity Agreement (if applicable), the Transaction Documents and all other documents related thereto. 45

Section 11.6. Reimbursement and Indemnification . Each of the Committed Lenders agree to reimburse and indemnify (a) its applicable Co-Agent, (b) the Funding Agent and its officers, directors, employees, representatives and agents and (c) the Administrative Agent and its officers, directors, employees, representatives and agents ratably in accordance with their respective Commitments, to the extent not paid or reimbursed by the Loan Parties (i) for any amounts for which such Agent, acting in its capacity as Agent, is entitled to reimbursement by the Loan Parties hereunder and (ii) for any other expenses incurred by such Agent, in its capacity as Agent and acting on behalf of the Lenders, in connection with the administration and enforcement of its Liquidity Agreements and the Transaction Documents. Section 11.7. Agents in their Individual Capacities . Each of the Agents and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Borrower or any Affiliate of Borrower as though such Agent were not an Agent hereunder. With respect to the making of Loans pursuant to this Agreement, each of the Agents shall have the same rights and powers under any Liquidity Agreement to which it is a party and the Transaction Documents in its individual capacity as any Lender and may exercise the same as though it were not an Agent, and the terms “ Committed Lender ,” “ Lender ,” “ Committed Lenders ” and “ Lenders ” shall include each of the Agents in its individual capacity. Section 11.8. Conflict Waivers . Each Co-Agent acts, or may in the future act: (i) as administrative agent for such Co-Agent’s Conduit, (ii) as issuing and paying agent for such Conduit’s Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for such Conduit’s Commercial Paper and (iv) to provide other services from time to time for such Conduit (collectively, the “ Co-Agent Roles ”). Without limiting the generality of Sections 11.1 and 11.8, each of the other Agents and the Lenders hereby acknowledges and consents to any and all Co-Agent Roles and agrees that in connection with any Co-Agent Role, a Co-Agent may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for its Conduit, the giving of notice to the Committed Lenders in its Conduit Group of a mandatory purchase pursuant to the applicable Liquidity Agreement for such Conduit Group, and hereby acknowledges that neither the applicable Co-Agent nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than its Conduit) arising out of any Co-Agent Roles. Section 11.9. UCC Filings . Each of the Secured Parties hereby expressly recognizes and agrees that the Administrative Agent may be listed as the assignee or secured party of record on the various UCC filings required to be made under the Transaction Documents in order to perfect their respective interests in the Collateral, that such listing shall be for administrative convenience only in creating a record or nominee holder to take certain actions hereunder on behalf of the Secured Parties and that such listing will not affect in any way the status of the Secured Parties as the true parties in interest with respect to the Collateral. In addition, such listing shall impose no duties on the Administrative Agent other than those expressly and specifically undertaken in accordance with this Article XI. 46

Section 11.10. Successor Administrative Agent . The Administrative Agent, upon five (5) days’ notice to the Loan Parties, the other Agents and the Lenders, may voluntarily resign and may be removed at any time, with or without cause, by Committed Lenders holding in the aggregate at least sixty-six and two-thirds percent (66 2/3%) of the Aggregate Commitment (excluding the Commitment of Rabobank) and the Borrower. If the Administrative Agent (other than Rabobank) shall voluntarily resign or be removed as Agent under this Agreement, then the Required Committed Lenders during such five-day period shall appoint, with the consent of Borrower from among the remaining Committed Lenders, a successor Administrative Agent, whereupon such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall mean such successor agent, effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. Upon resignation or replacement of any Agent in accordance with this Section 11.10, the retiring Administrative Agent shall execute such UCC-3 assignments and amendments, and assignments and amendments of any Liquidity Agreement to which it is a party and the Transaction Documents, as may be necessary to give effect to its replacement by a successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI and Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Section 11.11. Successor Funding Agent . The Funding Agent, upon five (5) days’ notice to the Loan Parties, the other Agents and the Lenders, may voluntarily resign and may be removed at any time, with or without cause, by Committed Lenders holding in the aggregate at least sixty-six and two-thirds percent (66 2/3%) of the Aggregate Commitment and the Borrower. If the Funding Agent (other than Rabobank) shall voluntarily resign or be removed as Funding Agent under this Agreement, then the Required Committed Lenders during such five-day period shall appoint, with the consent of Borrower from among the remaining Committed Lenders, a successor Funding Agent, whereupon such successor Funding Agent shall succeed to the rights, powers and duties of the Funding Agent and the term “Funding Agent” shall mean such successor agent, effective upon its appointment, and the former Funding Agent’s rights, powers and duties as Funding Agent shall be terminated, without any other or further act or deed on the part of such former Funding Agent or any of the parties to this Agreement. After any retiring Funding Agent’s resignation hereunder as Funding Agent, the provisions of this Article XI and Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Funding Agent under this Agreement. ARTICLE XII. ASSIGNMENTS; PARTICIPATIONS; REMOVAL Section 12.1.

Assignments .

(a) Each of the Agents, the Loan Parties and the Committed Lenders hereby agrees and consents to the complete or partial assignment by each Conduit of all 47

or any portion of its rights under, interest in, title to and obligations under this Agreement to the Committed Lenders in its Conduit Group pursuant to its Liquidity Agreement. (b) Any Committed Lender may at any time and from time to time assign to one or more Persons (each, a “ Purchasing Committed Lender ”) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement substantially in the form set forth in Exhibit V hereto (an “ Assignment Agreement ”) executed by such Purchasing Committed Lender and such selling Committed Lender; provided, however , that any assignment of a Committed Lender’s rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the applicable Liquidity Agreement (if any). The consent of the applicable Conduit shall be required prior to the effectiveness of any such assignment by a Committed Lender in such Conduit’s Conduit Group. Prior to the occurrence of the Amortization Date as a result of an Amortization Event, each assignee of a Committed Lender must (i) be (x) an Eligible Assignee or (y) an assignee with respect to which Borrower has provided prior written consent (such consent not to be unreasonably withheld or delayed) and (ii) agree to deliver to the applicable Co-Agent, as the case may be, promptly following any request therefor by such Person, an enforceability opinion in form and substance satisfactory to such Person. Upon delivery of an executed Assignment Agreement to the applicable Co-Agent, such selling Committed Lender shall be released from its obligations hereunder and, if applicable, under its Liquidity Agreement to the extent of such assignment. Thereafter the Purchasing Committed Lender shall for all purposes be a Committed Lender party to this Agreement and, if applicable, its Conduit Group’s Liquidity Agreement and shall have all the rights and obligations of a Committed Lender hereunder and thereunder to the same extent as if it were an original party hereto and thereto and no further consent or action by Borrower, the Lenders or the Agents shall be required. (c)

[Reserved].

(i) Notwithstanding anything to the contrary contained herein, each of the Committed Lenders agrees that in the (d) event that it shall become a Defaulting Lender, then until such time as such Committed Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, such Defaulting Lender’s right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or any other Transaction Document or to direct any action or inaction of the Administrative Agent or the Funding Agent or to be taken into account in the calculation of the Required Committed Lenders shall be suspended at all times that such Committed Lender remains a Defaulting Lender; provided, however, that , except as otherwise set forth in this Section 12.1(d), the foregoing suspension shall not empower Lenders that are not Defaulting Lenders to increase a Defaulting Lender’s Commitment, decrease the rate of interest or fees applicable to, or extend the maturity date of such Defaulting Lender’s Advances or other Obligations owing to such Lender, in each case, without such Lender’s consent. No Commitment of any Committed Lender shall be increased or otherwise affected, and except as otherwise expressly provided in this Section 12.1(d), performance by the Borrower of its obligations hereunder and under the other Transaction Documents shall not be excused or otherwise modified, as a result of the operation of this Section 12.1(d). 48

(ii) To the extent that any Committed Lender is a Defaulting Lender with respect to an Advance, the Borrower may deliver a notice to the Funding Agent specifying the date of such Advance, the identity of the Defaulting Lender and the portion of such Advance that the Defaulting Lender failed to fund, which notice shall be deemed to be an additional Borrowing Notice in respect of such unfunded portion of such Advance, and each Committed Lender (or its related Conduit, if applicable, and acting in its sole discretion) shall, to the extent of its remaining unfunded Commitment and subject to the continued fulfillment of all applicable conditions precedent set forth herein with respect to such Advance, fund its Percentage (recomputed by excluding the Commitment of Defaulting Lenders from the Aggregate Commitment) of such unfunded portion of such Advance not later than 2:30 p.m. (New York City time) on the Business Day following the date of such notice. (iii) Until the Defaulting Lender Excess of a Defaulting Lender has been reduced to zero, any payment of the principal of any Loan to a Defaulting Lender shall, unless the Required Committed Lenders agree otherwise, be applied first (1) ratably, to the reduction of the Loans funding any defaulted portion of Advances pursuant to Section 12.1(d)(ii) and then (2) ratably to reduce the Loans of each of the Lenders that are not Defaulting Lenders in accordance with the principal amount (if any) thereof. Subject to the preceding sentence, any amount paid by or on behalf of the Borrower for the account of a Defaulting Lender under this Agreement or any other Transaction Document will not be paid or distributed to such Defaulting Lender, but will instead be applied to the making of payments from time to time in the following order of priority until such Defaulting Lender has ceased to be a Defaulting Lender as provided below: first , to the funding of any portion of any Advance in respect of which such Defaulting Lender has failed to fund as required by this Agreement, as determined by the Administrative Agent; second , held in a segregated subaccount of the Collection Account as cash collateral for future funding obligations of the Defaulting Lender in respect of Advances under this Agreement; and third , after the termination of the Commitments and payment in full of all Obligations, to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. (iv) During any period that a Committed Lender is a Defaulting Lender, the Borrower shall not accrue or be required to pay, and such Defaulting Lender shall not be entitled to receive, the Unused Fee (as defined in the Fee Letter) otherwise payable to such Defaulting Lender under this Agreement or the Transaction Documents at any time, or with respect to any period, that such Committed Lender is a Defaulting Lender. 49

(v) During any period that a Committed Lender is a Defaulting Lender, the Borrower may, by giving written notice thereof to the Administrative Agent, the Funding Agent and such Defaulting Lender, require such Defaulting Lender, at the cost and expense of the Borrower, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, this Article XII ), (i) all and not less than all of its interests, rights and obligations under this Agreement and the Transaction Documents to an assignee or assignees that shall assume such obligations (which assignee may be another Lender, if such other Lender accepts such assignment) in whole or (ii) all of its interests, rights and obligations under this Agreement and the Transaction Documents with respect to all prospective Commitments, including any unfunded Commitment as of the date of such assignment. No party hereto shall have any obligation whatsoever to initiate any such complete or partial replacement or to assist in finding an assignee. In connection with any such complete or partial assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment Agreement. No such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, (A) to the extent that the assignee is assuming all of the interests, rights and obligations of the Defaulting Lender, the parties to the assignment shall make such additional payments in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Percentage of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Borrower or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) the Loans made by such Defaulting Lender or members of such Defaulting Lender Group, as applicable, (B) to the extent that the assignee is assuming all of the interests, rights and obligations of the Defaulting Lender, such Defaulting Lender or members of such Defaulting Lender Group, as applicable, shall have received payment of an amount equal to all of its Loans outstanding, accrued interest thereon, accrued fees (subject to Section 12.1(d)(iv) ) and all other amounts, including any Breakage Costs, payable to it and its Affected Parties hereunder and the other Transaction Documents through (but excluding) the date of such assignment from the assignee or the Borrower, and (C) such assignment does not conflict with applicable law. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. If the Borrower, Servicer, and the Administrative Agent agree in writing in their discretion that a (vi) Committed Lender that is a Defaulting 50

Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the Lenders, the CoAgents and the Funding Agent, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Committed Lender will, to the extent applicable, purchase such portion of outstanding Advances of the other Lenders and make such other adjustments as the Funding Agent may reasonably determine to be necessary to cause the interest of the Lenders in the Aggregate Principal to be on a pro rata basis in accordance with their respective Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower or forfeited pursuant to Section 12.1(d)(iv) , while such Committed Lender was a Defaulting Lender; and provided further that , except to the extent otherwise expressly agreed by the affected parties, no cure by a Committed Lender under this subsection of its status as a Defaulting Lender will constitute a waiver or release of any claim or any party hereunder arising from such Committed Lender having been a Defaulting Lender. (vii) The rights and remedies of the Borrower, any Agent or the other Lenders against a Defaulting Lender under this Section 12.1(d) are in addition to any other rights and remedies the Borrower, the Agents and the other Lender may have against such Defaulting Lender under this Agreement, any of the other Transaction Documents, applicable law or otherwise. (viii) Any Committed Lender that fails to timely fund a Loan shall be obligated to promptly (but in any event not later than 10:00 a.m. (New York City time) on the Business Day after the date of the related Advance) notify the Funding Agent, the Borrower and the Administrative Agent if any such failure is the result of an administrative error or omission by such Committed Lender or force majeure, computer malfunction, interruption of communication facilities, labor difficulties or other causes, in each case to the extent beyond such Committed Lender’s reasonable control. If (i) the Funding Agent had been notified by the Borrower or the affected Committed Lender that a Committed Lender has failed to timely fund a Loan, (ii) if a Responsible Officer of the Funding Agent has actual knowledge or has written notice that such Committed Lender is the subject of an Event of Bankruptcy or has publicly announced that it does not intend to comply with its funding obligations under this Agreement or (iii) the Funding Agent had been notified by the Administrative Agent or the affected Committed Lender that a Committed Lender has failed timely to deliver the written confirmation contemplated by clause (a)(iii) of the definition of “Defaulting Lender”, the Funding Agent shall promptly provide notice to the Borrower, the Administrative Agent and the CoAgents of such occurrence. (e) So long as no Ratings Trigger Event, Amortization Event or Unmatured Amortization Event has occurred, the Borrower may, upon 60 days prior written notice, designate any Committed Lender and the Conduit Group relating thereto 51

(if any) for removal from this facility (any such designated Lender, a “ Prepaid Lender ”) on a Business Day specified in such written notice which shall also be a Settlement Date (such date in respect of any Prepaid Lender, the “ Prepayment Date ”). Commencing on the related Prepayment Date, any such Prepaid Lender’s Commitment shall terminate and such Prepaid Lender shall either (i) assign all of its rights and obligations hereunder to an Eligible Assignee willing to participate in this Agreement through the Scheduled Termination Date in the place of such Prepaid Lender or (ii) be entitled to payment of its Percentage (or Pro Rata Share of its Conduit Group’s Percentage, as applicable) of the Borrower’s Obligations in accordance with Section 2.2 or Section 2.3 as applicable. In the event that any such Prepaid Lender assigns its rights and obligations pursuant to clause (i) of the immediately preceding sentence, such Prepaid Lender shall be entitled to receive payment in full, pursuant to an Assignment Agreement, of an amount equal to its Percentage (or Pro Rata Share of its Conduit Group’s Percentage, as applicable) of the Borrower’s Obligations. For the avoidance of doubt, on and after the occurrence of an Amortization Event, amounts owed to any such Prepaid Lender hereunder shall be applied ratably with amounts owed to Lenders that are not Prepaid Lenders in accordance with Section 2.3. (f) No Loan Party may assign any of its rights or obligations under this Agreement without the prior written consent of each of the Agents and each of the Lenders and without satisfying the Rating Agency Condition, if applicable. Section 12.2. Participations . Any Committed Lender may, in the ordinary course of its business at any time sell to one or more Persons (each, a “ Participant ”) participating interests in its Pro Rata Share of its Conduit Group’s Percentage of Aggregate Commitment, its Loans, its Liquidity Commitment (if applicable) or any other interest of such Committed Lender hereunder or, if applicable, under its Liquidity Agreement. Notwithstanding any such sale by a Committed Lender of a participating interest to a Participant, such Committed Lender’s rights and obligations under this Agreement and, if applicable, such Liquidity Agreement shall remain unchanged, such Committed Lender shall remain solely responsible for the performance of its obligations hereunder and, if applicable, under its Liquidity Agreement, and the Loan Parties, the Lenders and the Agents shall continue to deal solely and directly with such Committed Lender in connection with such Committed Lender’s rights and obligations under this Agreement and, if applicable, its Liquidity Agreement. Each Committed Lender agrees that any agreement between such Committed Lender and any such Participant in respect of such participating interest shall not restrict such Committed Lender’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 14.1(b)(i). Section 12.3. Register . The Administrative Agent (as agent for the Borrower) shall maintain at its office referred to in Section 14.2 a copy of each Assignment Agreement delivered to and accepted by it and register (the “ Register ”) for the recordation of the names and addresses of the Lenders and the Pro Rata Share of, outstanding principal amount of all Advances owing to and Interest of, each Lender from time to time, which Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. No assignment 52

under this Article XII shall be effective until the entries described in the preceding sentence have been made in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Lenders, the CoAgents, the Funding Agent and the Administrative Agent may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. Section 12.4. Participant Register. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of and stated interest on each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Section 12.5. Federal Reserve . Notwithstanding any other provision of this Agreement to the contrary, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any Loan and any rights to payment of principal or interest thereon) under this Agreement (i) to secure obligations of such Lender to a Federal Reserve Bank, or (ii) to a collateral agent or a security trustee in connection with the funding by such Lender of the Loan, without notice to or consent of Borrower, Servicer or any Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute any such pledgee or grantee for such Lender as a party hereto. ARTICLE XIII. SECURITY INTEREST Section 13.1. Grant of Security Interest . To secure the due and punctual payment of the Obligations, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, all Indemnified Amounts, in each case pro rata according to the respective amounts thereof, Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in, all of Borrower’s right, title and interest, whether now owned and existing or hereafter arising in and to all of the Receivables, the Related Security, the Collections, any loans or advances made by Borrower to any Person and notes evidencing such loans or advances, and all proceeds of the foregoing (collectively, the “ Collateral ”). Borrower hereby authorizes the Administrative Agent to file a financing statement 53

naming Borrower as debtor or seller that describes the collateral as “all assets of the debtor whether now existing or hereafter arising” or words of similar effect. Section 13.2. Termination after Final Payout Date . Each of the Secured Parties hereby authorizes the Administrative Agent, and the Administrative Agent hereby agrees, promptly after the Final Payout Date to execute and deliver to Borrower such UCC termination statements as may be necessary to terminate the Administrative Agent’s security interest in and Lien upon the Collateral, all at Borrower’s expense. Upon the Final Payout Date, all right, title and interest of the Administrative Agent and the other Secured Parties in and to the Collateral shall terminate. ARTICLE XIV. MISCELLANEOUS Section 14.1.

Waivers and Amendments .

(a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however , that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base , ” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or 54

(ii) without the written consent of any affected Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent, and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition, to the extent the Rating Agency Condition is required of any Conduit. Notwithstanding the foregoing, (i) without the consent of the Committed Lenders, but with the consent of Borrower, any Co-Agent may direct the Administrative Agent to amend this Agreement solely to add additional Persons as Committed Lenders in respect of the related Conduit Group hereunder and (ii) the Agents, the Required Committed Lenders and the Conduits may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Borrower, provided that such amendment has no negative impact upon Borrower. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Lenders equally and shall be binding upon Borrower, the Lenders and the Agents. Section 14.2. Notices . Except as provided in this Section 14.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 14.2; provided, however , that any notice (including any Borrowing Notice or Reduction Notice) from any Loan Party to any Agent or any Lender shall be effective only upon receipt of such notice by such Agent or Lender. Any notice or request required to be delivered to or by a Co-Agent hereunder, shall be delivered to or by the Funding Agent, who shall promptly deliver such notice or request to the applicable Co-Agent or party. Section 14.3. Ratable Payments . If (a) any Lender, whether by setoff or otherwise, has payment made to it with respect to any portion of the Obligations owing to such Lender (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Lender in such Lender’s Conduit Group entitled to receive a ratable share of such Obligations, such Lender agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Obligations held by the other Lenders in such Lender’s Conduit Group so that after such purchase each Lender in such Conduit Group will hold its Pro Rata Share of such Obligations and (b) any Conduit Group, whether by set off or otherwise, has payment made to such Conduit Group (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Conduit Group entitled to receive a ratable share of such Obligations, the Lenders in such Conduit Group agree, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Obligations held by the other Conduit Groups so that after such purchase each Lender in 55

such Conduit Group, taken together, will hold its Conduit Group’s Percentage of such Obligations; provided that in the case of the preceding clauses (a) and (b), if all or any portion of such excess amount is thereafter recovered from such Lender or Conduit Group, as applicable, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Section 14.4.

Protection of Administrative Agent’s Security Interest .

Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and (a) documents, and take all actions, that may be necessary or desirable, or that any of the Agents may request, to perfect, protect or more fully evidence the Administrative Agent’s security interest in the Collateral, or to enable the Agents or the Lenders to exercise and enforce their rights and remedies hereunder. At any time after the occurrence of an Amortization Event, the Administrative Agent may, or the Administrative Agent may direct Borrower or the Servicer to, notify the Obligors of Receivables, at Borrower’s expense, of the ownership or security interests of the Lenders under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. Borrower or the Servicer (as applicable) shall, at any Lender’s request, withhold the identity of such Lender in any such notification. (b) If any Loan Party fails to perform any of its obligations hereunder, the Administrative Agent or any Lender may (but shall not be required to) perform, or cause performance of, such obligations, and the Administrative Agent’s or such Lender’s costs and expenses incurred in connection therewith shall be payable by Borrower as provided in Section 10.3. Each Loan Party irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent, and appoints the Administrative Agent as its attorney-in-fact, to act on behalf of such Loan Party (i) to execute on behalf of Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Lenders in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, for the benefit of the Secured Parties. This appointment is coupled with an interest and is irrevocable. Section 14.5.

Confidentiality .

(a) Each Loan Party and each Lender shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Fee Letter, the Funding Agent Fee Letter and the other confidential or proprietary information with respect to the Agents and the Conduits and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Loan Party and such Lender and its officers and 56

employees may disclose such information to such Loan Party’s and such Lender’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding. (b) Each of the Lenders and each of the Agents shall maintain and shall cause each of its officers, directors, employees, investors, potential investors, credit enhancers, outside accountants, attorneys and other advisors to maintain the confidentiality of any nonpublic information with respect to the Originators and the Loan Parties, except that any of the foregoing may disclose such information (i) to any party to this Agreement, (ii) to any equity provider or to any provider of a surety, guaranty or credit or liquidity enhancement to any Conduit, (iii) to the outside accountants, attorneys and other advisors of any Person described in clause (i) or (ii) above, (iv) to any prospective or actual assignee or participant of any of the Agents or any Lender, (v) to any rating agency who rates the Commercial Paper, to any Commercial Paper dealer, and to any nationally recognized statistical rating organization in compliance with Rule 17g-5 under the Securities Exchange Act of 1934 (or to any other rating agency in compliance with any similar rule or regulation in any relevant jurisdiction), (vi) to any other entity organized for the purpose of purchasing, or making loans secured by, financial assets for which any Co-Agent (or one of its Affiliates) acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of each of the foregoing, provided that each Person described in the foregoing clause (ii), (iii), (iv), (v) or (vi) is informed of the confidential nature of such information and, in the case of a Person described in clause (iv), agrees in writing to maintain the confidentiality of such information in accordance with this Section 14.5(b), and (vii) as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law). Notwithstanding the foregoing, (x) each Conduit and its officers, directors, employees, investors, potential investors, credit enhancers, outside accountants, attorneys and other advisors shall be permitted to disclose Receivables performance information and details concerning the structure of the facility contemplated hereby in summary form and in a manner not identifying the Originators, Borrower, the Servicer, the Parent, or the Obligors to prospective investors in Commercial Paper issued by such Conduit, and (y) the Conduits, the Agents and the Lenders shall have no obligation of confidentiality in respect of any information which may be generally available to the public or becomes available to the public through no fault of theirs or their respective Affiliates. (c) Notwithstanding any other express or implied agreement to the contrary, the parties hereto hereby agree and acknowledge that each of them and each of their employees, representatives, and other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure, except to the extent that confidentiality is reasonably necessary to comply with U.S. federal or state securities laws. For purposes of this Section 14.5(c), the terms “tax treatment” and “tax structure” have the meanings specified in Treasury Regulation section 1.6011-4(c). 57

Section 14.6. Bankruptcy Petition . Borrower, the Servicer, the Agents and each Committed Lender hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any Conduit, it will not institute against, or join any other Person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. Section 14.7. Limitation of Liability . Except with respect to any claim arising out of the willful misconduct or gross negligence of any Conduit, the Agents or any Committed Lender, no claim may be made by any Loan Party or any other Person against any Conduit, the Agents or any Committed Lender or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. The obligations of each Conduit under this Agreement shall be payable solely out of the funds of such Conduit available for such purpose and shall be solely the corporate obligations of such Conduit. No recourse shall be had for the payment of any amount owing in respect of this Agreement or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against any Agent, any Affiliate of any of the foregoing, or any stockholder, employee, officer, director, incorporator or beneficial owner of any of the foregoing.

Section 14.8. CHOICE OF LAW . THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (EXCEPT IN THE CASE OF THE OTHER TRANSACTION DOCUMENTS, TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTEREST OF BORROWER OR THE SECURITY INTEREST OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, IN ANY OF THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. Section 14.9. CONSENT TO JURISDICTION . EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY 58

WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY LOAN PARTY AGAINST ANY AGENT OR ANY LENDER OR ANY AFFILIATE OF ANY AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH LOAN PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK. Section 14.10. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY LOAN PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER. Section 14.11.

Integration; Binding Effect; Survival of Terms .

This Agreement and each other Transaction Document contain the final and complete integration of all prior (a) expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however , that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement. Section 14.12. Counterparts; Severability; Section References . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such 59

provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement. Section 14.13. Release of Certain Defaulted Receivables . From time to time upon not less than 15 days’ prior written notice to the Agents, the Borrower or the Servicer may identify an Obligor which is a debtor in a proceeding under the federal Bankruptcy Code whose Receivables will be sold for fair market value to the Servicer or the applicable Originator; provided that (i) the aggregate Outstanding Balance of all Receivables distributed or sold in any one period beginning June 1 and ending on May 31 of the following year may not exceed 2.5% of the average aggregate Outstanding Balance of all Receivables during 12 months ended immediately prior to such period, and (ii) no Unmatured Amortization Event or Amortization Event exists and is continuing as of the date of distribution or sale, each of the Agents and the Lenders agrees that any distribution or sale made in accordance with this Section 14.13 shall be made free and clear of their security interests therein and liens thereon Section 14.14. Patriot Act Notice . Each Lender and each Agent (for itself and not on behalf of any other party) hereby notifies the Loan Parties that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or such Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act. Section 14.15. Release of Excluded Receivables . In connection with the designation of an Obligor pursuant to, and in accordance with, Section 1.8(a) of the Receivables Sale Agreement, the Excluded Receivables and any proceeds thereof relating to such Obligor shall be deemed released from the lien created hereunder in favor of the Administrative Agent for the benefit of the Secured Parties without further action on the part of any Party hereto; provided , that no event has occurred and is continuing, or would result from such release that will constitute an Amortization Event or an Unmatured Amortization Event. The Administrative Agent agrees, at the expense and request of the Borrower, to take such actions, or permit the Servicer to take such actions, as are reasonably necessary and appropriate to release, and/or more fully evidence the release, of the lien in such Excluded Receivables created hereunder. Section 14.16. Lender Consent . In accordance with Section 7.1(b) of the Receivables Sale Agreement, the Administrative Agent and the Committed Lenders hereby consent and agrees to the terms and provisions of the Receivables Sale Agreement and the transaction contemplated thereby on the date hereof.



60

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof. ROCK-TENN FINANCIAL, INC., AS BORROWER

By: /s/ Bradley A. Hasten Name: Bradley A. Hasten Title: Assistant Secretary Address:

Phone: Fax:

504 Thrasher Street Norcross, Georgia 30071 Attn: John D. Stakel (678) 291-7901 (770) 246-4642

All notices delivered pursuant to Section 9.2, any requests for indemnification delivered pursuant to Article X and any notices relating to an Amortization Event or Unmatured Amortization Event shall also be sent to: Address:

Phone: Fax:

504 Thrasher Street Norcross, Georgia 30071 Attn: General Counsel (678) 291-7456 (770) 263-3582

ROCK-TENN CONVERTING COMPANY, AS SERVICER

By: /s/ John D. Stakel Name: John D. Stakel Title: Senior Vice President and Treasurer Address:

Phone: Fax:

504 Thrasher Street Norcross, Georgia 30071 Attn: John D. Stakel (678) 291-7901 (770) 246-4642

All notices delivered pursuant to Section 9.2, any requests for indemnification delivered pursuant to Article X and any notices relating to an Amortization Event or Unmatured Amortization Event shall also be sent to: Address:

Phone: Fax:

504 Thrasher Street Norcross, Georgia 30071 Attn: General Counsel (678) 291-7456 (770) 263-3582 Exhibit I-2

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, AS FUNDING AGENT, AS A CO-AGENT AND AS A COMMITTED LENDER

By: /s/ Stephen G. Adams Name: Stephen G. Adams Title: Managing Director

By: /s/ Martin Snyder Name: Martin Snyder Title: Vice President Address:

Securitization – Middle Office Rabobank International 245 Park Avenue New York, NY 10167 Phone: (212) 916-7932 Fax: (914) 287-2254 E-mail:[email protected]

Exhibit I-3

NIEUW AMSTERDAM RECEIVABLES CORPORATION, AS A CONDUIT

By: /s/ Damian A. Perez__________________________________ Name: Damian A. Perez Title: Vice President

Address:

Phone: Fax: Email:

Title: Nieuw Amsterdam Receivables Corp. c/o Global Securitization Services, LLC 68 South Service Road, Suite 120 Melville, NY 11747 Attention: JR Angelo (631) 930-7202 (212) 302-8767 [email protected]; [email protected]

TD BANK, N.A., AS A CO-AGENT AND AS A COMMITTED LENDER

By: /s/ Steve Levi ___________________________________ Name: Steve Levi Title: Senior Vice President Address:

Phone: Email:

77 King Street West, 19 th Floor Toronto, Ontario M5K 1A2 Attention: Terry Pachouris / Paul Koven (416) 308-7544 / 416-983-6656 [email protected]; [email protected]

ROYAL BANK OF CANADA, AS A CO-AGENT AND AS A COMMITTED LENDER

By : _/s/ Janine D. Marsini ____________________________________ Name : Janine D. Marsini Title: Authorized Signatory

By : /s/ Kevin P. Wilson _______________________________ Name : Kevin P. Wilson Title: Authorized Signatory

Address :

Phone: Fax: Email:

Royal Bank of Canada Three World Financial Center 200 Vesey Street New York, New York 10281-8098 Attention: Securitization Finance Managing Director (212) 428-6537 (212) 428-2304 [email protected]

THUNDER BAY FUNDING, LLC, AS A CONDUIT

By : _/s/ Janine D. Marsini________________________________ Name : Janine D. Marsini Title: Authorized Signatory Address :

Phone: Fax: Email:

Royal Bank of Canada Three World Financial Center 200 Vesey Street New York, New York 10281-8098 Attention: Securitization Finance Managing Director (212) 428-6537 (212) 428-2304 [email protected]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, AS A CO-AGENT

By: _/s/ Richard Gregory Hurst _______________________ Name: Richard Gregory Hurst Title: Managing Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, AS A COMMITTED LENDER

By: _/s/ R. Mumick _________________________________ Name: R. Mumick Title: Director

Address:

Phone: Email:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1251 Avenue of the Americas, 12th Floor New York, NY 10020 Attention: Andrea Alkins (201) 413-8097 [email protected]

GOTHAM FUNDING CORP., AS A CONDUIT

By: _/s/ John L. Fridlington _____________________________ Name: John L. Fridlington Title: Vice President Address:

Phone: Email:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1251 Avenue of the Americas, 12th Floor New York, NY 10020 Attention: John Donoghue / Aditya Reddy (212) 413-8097 / (212) 782-6957 [email protected]; [email protected]

SMBC NIKKO SECURITIES AMERICA, INC., AS A CO-AGENT

By: /s/ Naoya Miyagaki ______________________________ Name: Naoya Miyagaki Title: President Address:

Phone: Email:

277 Park Avenue, 6th Floor New York, NY 10172 Attention: Clara Yip (212) 224-5321 [email protected]

SUMITOMO MITSUI BANKING CORPORATION, AS A COMMITTED LENDER

By: _/s/ James D. Weinstein___________________________ Name: James D. Weinstein Title: Managing Director Address:

Phone: Email:

277 Park Avenue, 4th Floor New York, NY 10172 Attention: Takashi Murata (212) 224-4693 [email protected]

MANHATTAN ASSET FUNDING COMPANY LLC, AS A CONDUIT

By: _/s/ Michael R. Newell________________________________ Name: Michael R. Newell Title: Vice President Address:

Phone: Email:

c/o SMBC Nikko Securities America, Inc. 277 Park Avenue, 6th Floor New York, NY 10172 Attention: Neil Bautista / Akiyuki (212) 224-5373 / (212) 224-5340 [email protected]; [email protected]

FIFTH THIRD BANK, AS A CO-AGENT AND AS A COMMITTED LENDER

By: _/s/ Andrew D. Jones________________________ Name: Andrew W. Jones Title: Vice President Address:

38 Fountain Square Plaza MD 109046 Cincinnati, OH 45263 Attention: Andrew Jones / Patrick Berning Phone: (513) 534-0836 / (513) 534-4661 Email: [email protected]; [email protected]

SUNTRUST BANK, AS A CO-AGENT AND AS A COMMITTED LENDER

By: _/s/ Michael Peden _____________________________ Name: Michael Peden Title: Vice President Address:

3333 Peachtree Road, NF 10-E Atlanta, GA 30326 Attention: Michael Peden Phone: (404) 926-5499 Fax: (404) 926-5100 Email: [email protected]

Exhibit I-1

PNC BANK, N.A., AS A CO-AGENT AND AS A COMMITTED LENDER By: /s/ Mark Falcione______________________________________ Name: Mark Falcione Title: Executive Vice President Address:

225 Fifth Avenue Pittsburgh, PA 15222 Attention: William Falcon Phone: (412) 762-5442 Email: [email protected]

Exhibit I-2

BANK OF NOVA SCOTIA, AS A CO-AGENT AND AS A COMMITTED LENDER By: /s/ Darren Ward______________________________________ Name: Darren Ward Title: Director Address:

Bank of Nova Scotia 40 King Street West, 55 th Floor Toronto, Ontario, Canada M5H 1H1 Attention: Paula J. Czach Phone: (416) 865-6311 Email: [email protected]

Address:

Bank of Nova Scotia 250 Vesey Street, 23 rd Floor New York, NY 10281 Attention: Darren Ward Phone: (212) 225-5264 Email: [email protected]

LIBERTY STREET FUNDING AS A CO-AGENT AND AS A COMMITTED LENDER By: _/s/ Frank B. Bilotta_____________________________________ Name: Frank B. Bilotta Title: Vice President Address:

Phone:

Liberty Street Funding LLC 114 West 47 th Street, Suite 2310 New York, NY 10036 (212) 302-8767

Exhibit I-3

EXHIBIT I DEFINITIONS As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “ Adjusted Dilution Ratio ” means, at any time, the rolling average of the Dilution Ratio for the 12 Calculation Periods then most recently ended. “ Adjusted Federal Funds Rate ” means, for each Settlement Period, the weighted daily average of (a) a rate per annum equal to the Federal Funds Rate on each day of such Settlement Period, plus (b) the Market Spread per annum on each day of such Settlement Period, plus (c) the Applicable Percentage per annum for each day on such Settlement Period. For purposes of determining the Adjusted Federal Funds Rate for any day, changes in the Federal Funds Rate shall be effective on the date of each such change. “ Adjusted Federal Funds Rate Loan ” means a Loan which bears interest at the Adjusted Federal Funds Rate. “ Advance ” means a borrowing hereunder consisting of the aggregate amount of the several Loans made on the same Borrowing Date. “ Adverse Claim ” means a Lien. “ Affected Entity ” means (i) any Funding Source, (ii) any agent, administrator or manager of a Conduit, or (iii) any bank holding company in respect of any of the foregoing. “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to control another Person if (a) the controlling Person owns 10-50% of any class of voting securities of the controlled Person only if it also possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise, or (b) if the controlling Person owns more than 50% of any class of voting securities of the controlled Person. “ Agents ” has the meaning set forth in the preamble to this Agreement. “ Aggregate Commitment ” means, on any date of determination, the aggregate amount of the Committed Lenders’ Commitments to make Loans hereunder. As of September, 15, 2014, the Aggregate Commitment is $700,000,000. “ Aggregate Principal ” means, on any date of determination, the aggregate outstanding principal amount of all Advances outstanding on such date. Exhibit I-1

“ Aggregate Reduction ” has the meaning specified in Section 1.3. “ Agreement ” means this Sixth Amended and Restated Credit and Security Agreement, as it may be amended or modified and in effect from time to time. “ Allocation Limit ” has the meaning set forth in Section 1.1(a). “ Alternate Base Rate ” means for any day, (a) the rate per annum equal to the higher as of such day of (i) the Prime Rate, or (ii) one-half of one percent (0.50%) above the Federal Funds Rate plus (b) plus the Applicable Percentage per annum . For purposes of determining the Alternate Base Rate for any day, changes in the Prime Rate or the Federal Funds Rate shall be effective on the date of each such change. In addition, the Alternate Base Rate shall be rounded, if necessary, to the next higher 1/16 of 1%. “ Alternate Base Rate Loan ” means a Loan which bears interest at the Alternate Base Rate or the Default Rate. “ Amortization Date ” means the earliest to occur of (i) the day on which any of the conditions precedent set forth in Section 6.2 (other than Section 6.2(d)(ii)(B)) are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Amortization Event described in Section 9.1(g), (iii) the Business Day specified in a written notice from the Administrative Agent following the occurrence of any other Amortization Event, and (iv) the date which is 10 Business Days after the Administrative Agent’s receipt of written notice from Borrower that it wishes to terminate the facility evidenced by this Agreement. “ Amortization Event ” has the meaning specified in Article IX. “ Applicable Percentage ” has the meaning set forth in the Fee Letter. “ Assignment Agreement ” has the meaning set forth in Section 12.1(b). “ Authorized Officer ” means, with respect to any Person, its president, corporate controller, treasurer or chief financial officer. “ Bankruptcy Code ” means the Bankruptcy Code of 1978, as amended and in effect from time to time (11 U.S.C. § 101 et seq.) and any successor statute thereto. “Basel Accords” has the meaning provided in Section 10.2(a). “ Borrower ” has the meaning set forth in the preamble to this Agreement. “ Borrowing Base ” means, on any date of determination, the Net Pool Balance as of the last day of the period covered by the most recent Monthly Report, minus the Required Reserve as of the last day of the period covered by the most recent Monthly Report, and minus Deemed Collections that have occurred since the most recent Cut-Off Date to the extent that such Deemed Collections exceed the Dilution Reserve. Exhibit I-2

“ Borrowing Date ” means a Business Day on which an Advance is made hereunder. “ Borrowing Limit ” has the meaning set forth in Section 1.1(a)(i). “ Borrowing Notice ” has the meaning set forth in Section 1.2. “ Broken Funding Costs ” means for any CP Rate Loan or LIBO Rate Loan which: (a) in the case of a CP Rate Loan, has its principal reduced without compliance by Borrower with the notice requirements hereunder, (b) in the case of a CP Rate Loan or a LIBO Rate Loan, does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice, (c) in the case of a CP Rate Loan, is assigned under the applicable Liquidity Agreement or (d) in the case of a LIBO Rate Loan, is terminated or reduced prior to the last day of its Interest Period, whether voluntarily or due to the occurrence of the Amortization Date, an amount equal to the excess, if any, of (i) the CP Costs or Interest (as applicable) that would have accrued during the remainder of the Interest Periods or the tranche periods for Commercial Paper determined by the Administrative Agent to relate to such Loan (as applicable) subsequent to the date of such reduction, assignment or termination (or in respect of clause (b) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the principal of such Loan if such reduction, assignment or termination had not occurred or such Reduction Notice had not been delivered, over (ii) the sum of (x) to the extent all or a portion of such principal is allocated to another Loan, the amount of CP Costs or Interest actually accrued during the remainder of such period on such principal for the new Loan, and (y) to the extent such principal is not allocated to another Loan, the income, if any, actually received during the remainder of such period by the holder of such Loan from investing the portion of such principal not so allocated. In the event that the amount paid by the Borrower to any Lender or Lenders as Broken Funding Costs on any date exceeds the amount resulting from the calculation described in the immediately preceding sentence, the relevant Lender or Lenders agree to pay to Borrower the amount of such excess. “ Business Day ” means any day on which banks are not authorized or required to close in New York, New York or Atlanta, Georgia, and, if the applicable Business Day relates to any computation or payment to be made with respect to the LIBO Rate, any day on which dealings in dollar deposits are carried on in the London interbank market. “ Calculation Period ” means each calendar month or portion thereof which elapses during the term of the Agreement. The first Calculation Period shall commence on the date of the initial Advance hereunder and the final Calculation Period shall terminate on the Final Payout Date. “ Canadian Receivable ” means any Eligible Receivable denominated and payable in United States Dollars, the Obligor of which is organized under the laws of, or has its chief executive office in Canada (or any political subdivision thereof). Exhibit I-3

“ Canadian Receivable Excess ” means the amount, if any, by which the aggregate Outstanding Balance of all Canadian Receivables exceeds 2.5% of the Outstanding Balance of all Eligible Receivables. “ Change of Control ” has the meaning provided in the Receivables Sale Agreement. “ Co-Agent ” means with respect to each Lender, the agent appointed to act on behalf of such Lender in the applicable Lender Supplement. “ Collateral ” has the meaning set forth in Section 13.1. “ Collection Account ” has the meaning provided in the Receivables Sale Agreement. “ Collection Account Agreement ” has the meaning provided in the Receivables Sale Agreement. “ Collection Bank ” means, at any time, any of the banks holding one or more Collection Accounts. “ Collection Notice ” means a notice from the Administrative Agent to a Collection Bank in the form attached to each Collection Account Agreement. “ Collections ” has the meaning provided in the Receivables Sale Agreement. “ Commercial Paper ” means promissory notes of any Conduit issued by such Conduit, in each case, in the commercial paper market. “ Commitment ” means, for each Committed Lender, the commitment of such Committed Lender to make (i) in the case of an Unaffiliated Committed Lender, its Percentage of Loans to Borrower hereunder or (ii) in the case of a Committed Lender in a Conduit Group, its Pro Rata Share of such Conduit Group’s Percentage of Loans to Borrower hereunder in the event the applicable Conduit elects not to fund any Advance, in either case, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Committed Lender’s name on Schedule A to this Agreement. “ Committed Lenders ” means (i) each Unaffiliated Committed Lender and (ii) with respect to each Conduit Group, the banks or other financial institutions and their respective successors and permitted assigns under each Conduit Group’s Liquidity Agreement. “ Conduit ” means any Lender that is designated as the Conduit in the Lender Supplement or in the Assignment Agreement pursuant to which it became a party to this Agreement, and any assignee of such Lender to the extent of the portion of such Percentage assumed by such assignee pursuant to its respective Assignment Agreement. Exhibit I-4

“ Conduit Group ” means, collectively, (i) a Conduit or Conduits, as the case may be, (ii) the Committed Lenders with respect to such Conduit or Conduits and (iii) the applicable Co-Agent for such Conduit or Conduits. “ Contingent Obligation ” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or application for a letter of credit. “Contra Receivable” any Eligible Receivable of an Obligor that has accounts payable by the applicable Originator or by a whollyowned Subsidiary of such Originator (thus giving rise to a potential offset against such Receivables). “Contra Receivables Excess” means the amount, if any, by which the aggregate Outstanding Balance of all Contra Receivables exceeds 10.0% of the Outstanding Balance of all Eligible Receivables. “ Contract ” has the meaning provided in the Receivables Sale Agreement. “ Contractual Dilution Amount ” means, as of any Cut-Off Date, the product of (i) 1.25 and (ii) the highest aggregate amount of cash discounts granted in any calendar month during the previous twelve completed calendar months. “ CP Costs ” means: (a) for a Pool Funded Conduit, for each day, the sum of, without duplication, (i) discount or interest accrued on such Conduit’s Pooled Commercial Paper at the applicable CP Rate on such day, plus (ii) any and all accrued commissions in respect of its placement agents and its Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Conduit’s Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase or financing facilities which are funded by such Conduit’s Pooled Commercial Paper for such day, minus (iv) any accrual of income net of expenses received by or on behalf of such Conduit on such day from investment of collections received under all receivable purchase or financing facilities funded substantially with such Conduit’s Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect of such Conduit’s Broken Funding Costs related to the prepayment of any investment of such Conduit pursuant to the terms of any receivable purchase or financing facilities funded substantially with its Pooled Commercial Paper. In addition to the foregoing costs, if Borrower (or the Servicer, on Borrower’s behalf) shall request any Advance during any period of time determined by a Co-Agent in its sole discretion to result in incrementally higher CP Costs applicable to its Conduit’s Loan included in such Advance, the principal associated with any such Loan of such Conduit Exhibit I-5

shall, during such period, be deemed to be funded by such Conduit in a special pool (which may include capital associated with other receivable purchase or financing facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such principal; and (b) for a Conduit that is not a Pool Funded Conduit, for each day, the sum of (x) discount or interest accrued on its Related Commercial Paper at the applicable CP Rate on such day, plus (y) any and all accrued commissions and fees of placement agents, dealers and issuing and paying agents incurred in respect of such Related Commercial Paper for such day, plus (z) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by Pooled Commercial Paper for such day. “ CP Rate ” means, for any CP Tranche Period of any Conduit, (a) for any CP Rate Loans funded by a Pool Funded Conduit, a rate per annum that, when applied to the outstanding principal balance of such CP Rate Loans for the actual number of days elapsed in such CP Tranche Period, would result in an amount of accrued interest equivalent to such Conduit’s CP Costs for such CP Tranche Period; and (b) for any CP Rate Loans funded by a Conduit that is not a Pool Funded Conduit, a rate per annum equal to the sum of (i) the rate or, if more than one rate, the weighted average of the rates, determined by converting to an interest-bearing equivalent rate per annum the discount rate (or rates) at which such Conduit’s Related Commercial Paper outstanding during such CP Tranche Period has been or may be sold by any placement agent or commercial paper dealer selected by such Conduit’s Co-Agent, plus (ii) the commissions and charges charged by such placement agent or commercial paper dealer with respect to such Related Commercial Paper, expressed as a percentage of the face amount thereof and converted to an interest-bearing equivalent rate per annum. “ CP Rate Loan ” means, for each Loan of a Conduit prior to the time, if any, when (i) it is refinanced with a Liquidity Funding pursuant to the Liquidity Agreement, or (ii) the occurrence of an Amortization Event and the commencement of the accrual of Interest thereon at the Default Rate. “ CP Tranche Period ” means with respect to any Loan of any Conduit, a period of days from 1 Business Day up to the number of days (not to exceed 60 days, in the case of a Loan that is not funded with Pooled Commercial Paper) necessary to extend such period to include the next Settlement Date, commencing on a Business Day, which period is either (i) requested by Borrower and agreed to by such Conduit or such Conduit’s Co-Agent or (ii) in the absence of such request and agreement, selected by such Conduit or such Conduit’s CoAgent (it being understood that the goal shall be to select a period which ends on or as close to the next Settlement Date as possible). “ Credit and Collection Policy ” has the meaning provided in the Receivables Sale Agreement. Exhibit I-6

“ Cut-Off Date ” means the last day of a Calculation Period. “ Days Sales Outstanding ” means, as of any Cut-Off Date, an amount equal to the product of (x) 91, multiplied by (y) the amount obtained by dividing (i) the aggregate outstanding balance of Receivables as of such Cut-Off Date, by (ii) the aggregate amount of Receivables created during the three (3) Calculation Periods including and immediately preceding such Cut-Off Date. “ Debt ” has the meaning provided in the Receivables Sale Agreement. “ Deemed Collections ” means Collections deemed received by Borrower under Section 1.4(a). “ 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 period ending on such Cut-Off Date and consisting of three (3) Calculation Periods plus the related Specified Period, by (ii) the Net Pool Balance as of such Cut-off Date. “ Default Rate ” means a rate per annum equal to the sum of (i) the Prime Rate plus (ii) 2.00%, changing when and as the Prime Rate changes. “ Default Ratio ” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (x) the total amount of Receivables which became Defaulted Receivables during the Calculation Period that includes such Cut-Off Date, by (y) the aggregate sales generated by the Originators during the Calculation Period occurring 4 months plus the Specified Period prior to the Calculation Period ending on such Cut-Off Date. “ Defaulted Receivable ” means a Receivable: (i) (x) as to which no payment, or part thereof, remains unpaid for 91 days or more from the original due date for such payment and (y) the Obligor thereof has suffered an Event of Bankruptcy; (ii) (x) as to which no payment, or part thereof, remains unpaid for 91 days or more from the original due date for such payment and (y) which, consistent with the Credit and Collection Policy, would be written off Borrower’s books as uncollectible; or (iii) as to which any payment, or part thereof, remains unpaid for 91 days or more from the original due date for such payment. “ Defaulting Lender ” means (a) any Committed Lender that (i) has failed to perform any of its funding obligations hereunder within one Business Day of the date required to be funded by it hereunder (other than failures to fund solely as a result of (A) a bona fide dispute as to whether the conditions to borrowing were satisfied on the relevant Advance date, but only for such time as such Committed Lender is continuing to engage in good faith discussions regarding the determination or resolution of such dispute, (B) a failure to disburse due to an administrative error or omission by such Committed Lender, or (C) a failure to disburse due to force majeure, computer malfunctions, interruption or communication facilities, labor difficulties or other causes, in each case to the extent beyond such Committed Lender’s reasonable control), (ii) has Exhibit I-7

notified the Borrower, the Funding Agent or the Administrative Agent that it does not intent to comply with its funding obligations under this Agreement, or (iii) has failed to confirm in writing that it intends to comply with its funding obligation under this Agreement, by the date requested by the Administrative Agent in writing following the Administrative Agent’s determination that it has a reasonable basis to believe that such Committed Lender will not comply with its funding obligations under this Agreement, (b) any Committed Lender that is the subject of an Event of Bankruptcy or (c) any assignee of a Defaulting Lender under applicable law as contemplated in the last sentence of Section 12.1(d)(v) . “ Defaulting Lender Excess ” means, with respect to any Defaulting Lender at any time, the excess, if any, at such time of (i) an amount equal to such Defaulting Lender’s Percentage multiplied by the Aggregate Principal (calculated as if any other Defaulting Lenders had funded all of their respective Loans) over (ii) the aggregate principal amount of all Loans made by such Defaulting Lender. “ Defaulting Lender Group ” means any Conduit Group that includes a Defaulting Lender. “ Delinquency Ratio ” means, as of any Cut-Off Date, a percentage equal to (i) the aggregate Outstanding Balance of all Receivables that were Delinquent Receivables on such Cut-Off Date divided by (ii) the aggregate sales generated by the Originators during the Calculation Period occurring three (3) months prior to the Calculation Period ending on such Cut-Off Date. “ Delinquent Receivable ” means a Receivable, (i) as to which any payment, or part thereof, remains unpaid for 31-60 days from the original due date for such payment, or (ii) which is delinquent under the Credit and Collection Policy. “ Dilution ” means the amount of any reduction or cancellation of the Outstanding Balance of a Receivable as described in Section 1.4(a). “ Dilution Horizon Ratio ” means, as of any Cut-off Date, a ratio (expressed as a decimal), computed by dividing (i) the aggregate sales generated by the Originators during the Calculation Period ending on such Cut-Off Date, by (ii) the Net Pool Balance as of such CutOff Date. “ Dilution Ratio ” means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) the total amount of decreases in Outstanding Balances due to Dilutions (other than cash discounts) during the Calculation Period ending on such Cut-Off Date, by (ii) the aggregate sales generated by the Originators during such Calculation Period. “ Dilution Reserve ” means, for any Calculation Period, the product (expressed as a percentage) of: Exhibit I-8

(a) the sum of (i) 2.00 times the Adjusted Dilution Ratio as of the most recent Cut-Off Date, plus (ii) the Dilution Volatility Component as of the most recent Cut-Off Date, times (b) the Dilution Horizon Ratio as of the most recent Cut-Off Date. “ Dilution Volatility Component ” means the product (expressed as a percentage) of (i) the difference between (a) the highest three (3)-month rolling average Dilution Ratio over the past 12 Calculation Periods and (b) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which is equal to the amount calculated in (i)(b) of this definition. “Dodd Frank Act” has the meaning provided in Section 10.2(a). “ Eligible Assignee ” means a commercial bank having a combined capital and surplus of at least $250,000,000 with a rating of its (or its parent holding company’s) short-term securities equal to or higher than (i) A-1 by S&P and (ii) P-1 by Moody’s. “ Eligible Foreign Receivable ” means an Eligible Receivable that is a Foreign Receivable. “ Eligible Receivable ” means, at any time, a Receivable: (a) the Obligor of which is not an Affiliate of any of the parties hereto, (b) (i) which by its terms is due and payable not greater than 180 days from the original invoice date thereof and (ii) which is not a Defaulted Receivable, (c) which is not owing from an Obligor as to which more than 50% of the aggregate Outstanding Balance of all Receivables owing from such Obligor are Defaulted Receivables, (d) which has not had its payment terms extended more than once, (e) which is an “account” within the meaning of Article 9 of the UCC of all applicable jurisdictions, (f)

which is denominated and payable only in United States dollars in the United States,

(g) which arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms subject to no offset, counterclaim or other defense; provided, however, that if such dispute, offset, counterclaim or defense affects only a portion of the Outstanding Balance of such Receivable then such Receivable may be deemed an Eligible Receivable to the extent of the portion of such Outstanding Balance which is not so affected, Exhibit I-9

(h) which arises under a Contract which (A) does not require the Obligor under such Contract to consent to the transfer, sale, pledge or assignment of the rights and duties of the applicable Originator or any of its assignees under such Contract and (B) does not contain a confidentiality provision that purports to restrict the ability of any Lender to exercise its rights under this Agreement, including, without limitation, its right to review the Contract, (i) which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the applicable Originator, (j) which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation, (k) which satisfies all applicable requirements of the Credit and Collection Policy, (l) which was generated in the ordinary course of the applicable Originator’s business, (m) which arises solely from the sale of goods or the provision of services to the related Obligor by the applicable Originator, and not by any other Person (in whole or in part), (n) which is not subject to any dispute, counterclaim, right of rescission, set-off, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against the applicable Originator or any other Adverse Claim, and the Obligor thereon holds no right as against such Originator to cause such Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract); provided, however, that if such dispute, offset, counterclaim or defense affects only a portion of the Outstanding Balance of such Receivable, then such Receivable may be deemed an Eligible Receivable to the extent of the portion of such Outstanding Balance which is not so affected; provided, further, that Receivables of any Obligor which has any accounts payable by the applicable Originator or by a wholly-owned Subsidiary of such Originator (thus giving rise to a potential offset against such Receivables) may be treated as Eligible Receivables to the extent that the Obligor of such Receivables has agreed pursuant to a written agreement in form and substance satisfactory to the Administrative Agent, that such Receivables shall not be subject to such offset; and provided, further, however, that so long as the long term unsecured senior debt ratings assigned to Parent by S&P and Moody’s are at least “BB” and “Ba2”, respectively, the Receivables of an Obligor which has accounts payable by the applicable Originator or by a wholly-owned Subsidiary of such Originator (thus giving rise to a Exhibit I-10

potential offset against such Receivables), but which otherwise satisfy the criteria set forth in this clause (n), shall be deemed to satisfy this clause (n) unless such Receivables are subject to a contractual netting arrangement allowing such Obligor to offset against such Receivables. (o) as to which the applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor, (p) as to which each of the representations and warranties contained in Sections 5.1(i), (j), (r), (s), (t) and (u) is true and correct, (q) all right, title and interest to and in which has been validly transferred by the applicable Originator directly to Borrower under and in accordance with the Receivables Sale Agreement, and Borrower has good and marketable title thereto free and clear of any Adverse Claim, and (r) which is not originated on a “billed but not shipped,” “bill and hold,” “guaranteed sale,” “sale and return,” “sale on approval,” “progress billed,” “consignment” or similar basis. “ Equity Interests ” has the meaning provided in the Receivables Sale Agreement. “ ERISA ” has the meaning provided in the Receivables Sale Agreement. “ ERISA Affiliate ” has the meaning provided in the Receivables Sale Agreement. “ ERISA Event ” has the meaning provided in the Receivables Sale Agreement. “ Event of Bankruptcy ” shall be deemed to have occurred with respect to a Person if either: (a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or (b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or Exhibit I-11

taking possession by a receiver, liquidator, assignee, trustee (other than a trustee under a deed of trust, indenture or similar instrument), custodian, sequestrator (or other similar official) for, such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall be adjudicated insolvent, or admit in writing its inability to pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing. “ Excess Terms Allowance ” means the sum of (a) the amount, if any, by which the aggregate Outstanding Balance of all Eligible Receivables with payment terms that are greater than 90 days but less than 121 days (excluding, so long as a Unilever Trigger Event has not occurred, the Outstanding Balance of all Eligible Receivables with payment terms that are greater than 90 days but less than 121 days and with respect to which [Unilever] is the Obligor) exceeds 5.0% of the Outstanding Balance of all Eligible Receivables, and (b) the amount, if any, by which the aggregate Outstanding Balance of all Eligible Receivables with payment terms that are greater than 120 days but less than 180 days (excluding, so long as a Unilever Trigger Event has not occurred, the Outstanding Balance of all Eligible Receivables with payment terms that are greater than 120 days but less than 180 days and with respect to which [Unilever] is the Obligor) exceeds 4.0% of the Outstanding Balance of all Eligible Receivables. “ Excluded Taxes ” means (i) Taxes imposed on or measured by such Affected Entity’s net income (however denominated), and franchise Taxes and branch profit Taxes imposed on it, by the jurisdiction under the laws of which such Affected Entity is organized or any political subdivision thereof, or imposed as a result of a present or future connection between such Affected Entity and the jurisdiction imposing such Tax (other than connections arising from such Affected Entity having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or enforced this Agreement) (ii) in the case of a Foreign Lender, any U.S. federal withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) except to the extent such amounts were payable to such Foreign Lender’s assignor immediately before such Foreign Lender became a party to this Agreement or to such Foreign Lender immediately before it changed its lending office, (iii) Taxes attributable to such Affected Entity’s failure to comply with Section 10.2(c), and (iv) any U.S. federal withholding Taxes imposed under FATCA. “ Executive Officer ” has the meaning provided in the Receivables Sale Agreement. “ Facility Account ” means Borrower’s account no. 8800849666 at SunTrust Bank. “ Facility Fee ” has the meaning provided in the Fee Letter. “ Facility Termination Date ” means the earliest of (a) the Scheduled Termination Date and (b) the Amortization Date. Exhibit I-12

“ FATCA ” means Sections 1471 through 1474 of the Tax Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Tax Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Tax Code. “ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum for each day during such period equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:30 a.m. (New York City time) for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. “ Fee Letter ” means that certain amended and restated fee letter dated as of the date hereof among Parent, Borrower and the Agents, as it may be amended or modified and in effect from time to time. “ Final Payout Date ” means the date on which all Obligations have been paid in full and the Aggregate Commitment has been terminated. “ Finance Charges ” has the meaning provided in the Receivables Sale Agreement. “ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. “ Foreign Receivable ” means any Receivable denominated and payable in United States Dollars, the Obligor of which is organized under the laws of, or has its chief executive office in, any jurisdiction other than the United States or Canada (or any political subdivision thereof). “ Foreign Receivable Excess ” means the amount, if any, by which the aggregate Outstanding Balance of all Eligible Foreign Receivables (excluding, so long as a Unilever Trigger Event has not occurred, the Outstanding Balance of all Eligible Foreign Receivables with respect to which [Unilever] is the Obligor) exceeds 5.0% of the Outstanding Balance of all Eligible Receivables. “ Funding Account ” means Funding Agent’s account no. RABO 11.1 at Deutsche Bank and as referenced in the Lender Supplement. Exhibit I-13

“ Funding Agent ” means Rabobank, or any successor funding agent appointed hereunder pursuant to Section 11.1. “ Funding Agent Fee Letter ” means that certain fee letter dated as of May 27, 2011 among Parent, Borrower and Rabobank, as it may be amended or modified and in effect from time to time. “ Funding Agreement ” means (i) this Agreement, (ii) the Liquidity Agreement and (iii) any other agreement or instrument executed by any Funding Source with or for the benefit of a Conduit. “ Funding Source ” means (i) each Committed Lender and (ii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to a Conduit. “ GAAP ” means generally accepted accounting principles in effect in the United States of America as of the date of this Agreement. “Government Receivable” means any Eligible Receivable, the Obligor of which is a government or a governmental subdivision or agency. “Government Receivables Excess” means the amount, if any, by which the aggregate Outstanding Balance of all Government Receivables exceeds 2.5% of the Outstanding Balance of all Eligible Receivables. “ Governmental Authority ” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). “ Indemnified Amounts ” has the meaning specified in Section 10.1. “ Indemnified Party ” has the meaning specified in Section 10.1. “ Indemnified Taxes ” means Taxes other than Excluded Taxes. “ Independent Director ” means a director of Borrower who (A) is not at the time of initial appointment or at any time during the continuation of his or her appointment as an Independent Director and has not been at any time during the five (5) years preceding such appointment: (i) an equity holder, director (other than an Independent Director), officer, employee, member, manager, attorney or partner of Borrower or any of its Affiliates; (ii) a customer, supplier or other person who derives more than 1% of its purchases or revenues from its activities with Borrower or any of its Affiliates; (iii) a person or other entity controlling or under common control with any such equity holder, partner, member, customer, supplier or other person; (iv) a member of the immediate family of any such equity holder, director, officer, employee, member, manager, partner, customer, supplier or other person; or (v) a trustee in bankruptcy for Borrower or any of its Affiliates and (B) has, (i) prior experience as an Independent Director for a Exhibit I-14

corporation or limited liability company whose charter documents required the unanimous consent of all “independent directors” thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, Global Securitization Services, LLC, National Registered Agents, Inc., Wilmington Trust Company, Lord Securities Corporation or, if none of those companies is then providing professional “independent directors”, another nationally recognized company reasonably approved by the Administrative Agent. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise. “ Interest ” means for each respective Interest Period relating to Loans of the Committed Lenders, an amount equal to the product of the applicable Interest Rate for each Loan multiplied by the principal of such Loan for each day elapsed during such Interest Period, annualized (a) in the case of an Interest Period for the LIBOR Rate, on a 360-day basis and (b) in the case of an Interest Period for the Alternate Base Rate or the Adjusted Federal Funds Rate, on a 365-day (or 366-day, when appropriate) basis. “ Interest Period ” means, with respect to any Loan held by a Committed Lender: (a) if Interest for such Loan is calculated on the basis of the LIBO Rate, a period of one, two, three or six months, or such other period as may be mutually agreeable to the applicable Co-Agent and Borrower, commencing on a Business Day selected by Borrower or such Co-Agent pursuant to this Agreement. Such Interest Period shall end on the day in the applicable succeeding calendar month which corresponds numerically to the beginning day of such Interest Period, provided, however , that if there is no such numerically corresponding day in such succeeding month, such Interest Period shall end on the last Business Day of such succeeding month; or (b) if Interest for such Loan is calculated on the basis of the Alternate Base Rate or the Adjusted Federal Funds Rate, a period commencing on a Business Day selected by Borrower and agreed to by the applicable Co-Agent, provided that no such period shall exceed one month. If any Interest Period would end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however , that in the case of Interest Periods corresponding to the LIBO Rate, if such next succeeding Business Day falls in a new month, such Interest Period shall end on the immediately preceding Business Day. In the case of any Interest Period for any Loan which commences before the Amortization Date and would otherwise end on a date occurring after the Amortization Date, such Interest Period shall end on the Amortization Date. The duration of each Interest Period which commences after the Amortization Date shall be of such duration as selected by the applicable Co-Agent. Exhibit I-15

“ Interest Rate ” means, with respect to each Loan of the Committed Lenders, the LIBO Rate, the Adjusted Federal Funds Rate, the Alternate Base Rate or the Default Rate, as applicable. “ Interest Reserve ” means, for any Calculation Period, the product (expressed as a percentage) of (i) 1.5 times (ii) the Alternate Base Rate as of the most recent Cut-Off Date , less the Applicable Percentage per annum as of such date times (iii) a fraction the numerator of which is the Days Sales Outstanding as of the most recent Cut-Off Date and the denominator of which is 360. “ Lender ” means each Conduit and each Committed Lender. “ Lender Supplement ” means, with respect to any Lender, the information set forth in Schedule C to this Agreement in respect of such Lender, as it may be amended or otherwise modified from time to time by such Lender or the Lenders named therein. “ LIBO Rate ” means, (x) for TD Bank, N.A., LMIR , and (y) for Lenders other than TD Bank, N.A., for any Interest Period, (i) the rate per annum determined on the basis of the offered rate for deposits in U.S. dollars of amounts equal or comparable to the principal amount of the related Loan offered for a term comparable to such Interest Period, which rates appear on a Bloomberg L.P. terminal, displayed under the address “ US0001M Q “ effective as of 11:00 A.M., London time, two Business Days prior to the first day of such Interest Period, provided that if no such offered rates appear on such page, the LIBO Rate for such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two major banks in New York, New York, selected by the Administrative Agent, at approximately 10:00 a.m.(New York City time), two Business Days prior to the first day of such Interest Period, for deposits in U.S. dollars offered by leading European banks for a period comparable to such Interest Period in an amount comparable to the principal amount of such Loan, divided by one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against the Administrative Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Interest Period plus (ii) the Applicable Percentage per annum . The LIBO Rate shall be rounded, if necessary, to the next higher 1/16 of 1%. “ LIBO Rate Loan ” means a Loan which bears interest at the LIBO Rate. “ LIBOR Market Index Rate ” means, for any day, the one-month Eurodollar Rate for U.S. dollar deposits as reported on the Reuters Screen LIBOR01 Page or any other page that may replace such page from time to time for the purpose of displaying offered rates of leading banks for London interbank deposits in United States dollars, as of 11:00 a.m. (London time) on such date, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Administrative Agent from another recognized source for interbank quotation), in each case, changing when and as such rate changes. Exhibit I-16

“ Lien ” has the meaning specified in the Receivables Sale Agreement. “ Liquidity Agreement ” means the liquidity asset purchase agreement between the Conduit of any Conduit Group and the Committed Lenders of such Conduit Group. “ Liquidity Commitment ” means, as to each Committed Lender in any Conduit Group, its commitment to such Conduit Group’s Conduit under the Liquidity Agreements, (which shall equal 102% of such Conduit Group’s Percentage of the Aggregate Commitment hereunder). “ Liquidity Funding ” means (a) a purchase made by any Committed Lender pursuant to its Liquidity Commitment of all or any portion of, or any undivided interest in, an applicable Conduit’s Loans, or (b) any Loan made by a Committed Lender in lieu of such Conduit pursuant to Section 1.1. “ Liquidity Termination Date ” means, as to any Conduit, except as otherwise set forth in this Agreement, the date on which the Liquidity Agreement between such Conduit and the related Committed Lenders in its Conduit Group terminates. “ LMIR ” means, on any date of determination, a rate per annum equal to the LIBOR Market Index Rate plus the Applicable Percentage. “ Loan ” means any loan made by a Lender to Borrower pursuant to this Agreement (including, without limitation, any Liquidity Funding). Each Loan shall either be a CP Rate Loan, an Alternate Base Rate Loan, an Adjusted Federal Funds Rate Loan or a LIBO Rate Loan, selected in accordance with the terms of this Agreement. “ Loan Parties ” has the meaning set forth in the preamble to this Agreement. “ Lock-Box ” has the meaning provided in the Receivables Sale Agreement. “ Loss Reserve ” means, for any Calculation Period, the product (expressed as a percentage) of (a) 2.00, times (b) the highest threemonth rolling average Default Ratio during the 12 Calculation Periods ending on the most recent Cut-Off Date (except, in respect of the Calculation Periods occurring in October 2012 through March 2013, the higher of (x) the three-month rolling average Default Ratio for the Calculation Period occurring in September 2012 or (y) the three-month rolling average Default Ratio for such Calculation Period) times (c) the Default Horizon Ratio as of the most recent Cut-Off Date. “ Market Spread ” means, on any date of determination, the positive difference between the Federal Funds Rate on such date of determination, and the 1-month LIBO Rate effective as of 11:00 A.M., London time, on such date of determination (and not as in effect two Business Days prior thereto). “ Material Adverse Effect ” means (i) any material adverse effect on the business, operations, financial condition or assets of the Parent and its Restricted Subsidiaries, Exhibit I-17

taken as a whole, (ii) any material adverse effect on the ability of any Loan Party to perform its obligations under the Transaction Documents to which it is a party, (iii) any material adverse effect on the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) any material adverse effect on the Administrative Agent’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, or (v) any material adverse effect on the collectability of the Receivables generally or of any material portion of the Receivables. “ Monthly Report ” means a report, in substantially the form of Exhibit VI hereto (appropriately completed), furnished by the Servicer to the Administrative Agent pursuant to Section 8.5. “ Monthly Reporting Date ” means the 25th day of each month after the date of this Agreement (or if any such day is not a Business Day, the next succeeding Business Day thereafter). “ Moody’s ” means Moody’s Investors Service, Inc. “ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Performance Guarantor, the Loan Parties or any of its ERISA Affiliates makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions. “ Net Pool Balance ” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by (i) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Obligor Concentration Limit for such Obligor, (ii) the Excess Terms Allowance, (iii) the Foreign Receivable Excess, (iv) the Contractual Dilution Amount, (v) the Volume Rebate Accrual Amount, (vi) the Government Receivables Excess, (vii) the Sales Tax Receivables Excess, (viii) the Canadian Receivables Excess and (ix) the Contra Receivables Excess. “ Obligations ” means, at any time, any and all obligations of either of the Loan Parties to any of the Secured Parties arising under or in connection with the Transaction Documents, whether now existing or hereafter arising, due or accrued, absolute or contingent, including, without limitation, obligations in respect of Aggregate Principal, CP Costs, Interest, fees under the Fee Letter, fees under the Funding Agent Fee Letter, Broken Funding Costs and Indemnified Amounts. “ Obligor ” means a Person obligated to make payments pursuant to a Contract. “ Obligor Concentration Limit ” means, at any time, in relation to the aggregate Outstanding Balance of Receivables owed by any single Obligor and its Affiliates (if any), the applicable concentration limit set forth below for Obligors who have short term unsecured debt ratings currently assigned to them by S&P and Moody’s (or in the absence thereof, the long term unsecured senior debt ratings set forth below): Exhibit I-18

Short Term Rating (S&P/Moody’s) A-1+/P-1 A-1/P-1 A-2/P-2 A-3/P-3 Below A-3/P3 or Not Rated

Long Term Rating (S&P/Moody’s) Aaa to Aa2/AAA to AA Aa3 to A2/AA- to A A3 to Baa1/A- to BBB+ Baa2 to Baa3/BBB to BBBBelow Baa3/BBB- or Not Rated

Maximum Allowable % of Eligible Receivables 10.0% 8.0% 5.0% 4.0% 2.5%

; provided, however , that (a) if any Obligor has a split short term rating by S&P and Moody’s or a split long term rating by S&P and Moody’s, the applicable short term rating or long term rating, as applicable, will be the lower of the two, (b) if any Obligor is not rated by either S&P or Moody’s, the applicable Obligor Concentration Limit shall be the one set forth in the last line of the table above, and (c) subject to satisfaction of the Rating Agency Condition and/or an increase in the percentage set forth in clause (a)(i) of the definition of “ Required Reserve ”, upon Borrower’s request from time to time, the Co-Agents may agree to a higher percentage of Eligible Receivables for a particular Obligor and its Affiliates (each such higher percentage, a “ Special Concentration Limit ”), it being understood that any Special Concentration Limit may be cancelled by any Co-Agent upon not less than five (5) Business Days’ written notice to the Loan Parties. As of September, 15, 2014, the Co-Agents agree that a Special Concentration Limit of 5.0% shall apply for Quality Packaging Specialists, Inc. “ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control. “ Originator ” means each of 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 – Solvay, LLC, a Delaware limited liability company, PCPC, Inc., a California corporation, Waldorf Corporation, a Delaware corporation, RockTenn – Southern Container, LLC, a Delaware limited liability company and RockTenn CP, LLC, a Delaware limited liability company; provided, however , that in the event that any such Originator is merged into, or sells or distributes substantially all its assets to, another direct or indirect wholly-owned subsidiary of the Parent, it shall no longer be an Originator, but the surviving or transferee entity shall succeed to the rights and obligations of such Originator and be deemed an Originator hereunder. “ Other Taxes ” has the meaning set forth in Section 10.2(b). “ Outstanding Balance ” of any Receivable at any time means the then outstanding principal balance thereof, including, for the avoidance of doubt, any amount allocable to sales tax. Exhibit I-19

“ Parent ” means Rock-Tenn Company, a Georgia corporation. “ Parent Credit Agreement ” means that Credit Agreement, dated as of May 27, 2011, by and among Rock-Tenn Company, RockTenn Company of Canada, the guarantors from time to time party thereto, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent and as Collateral Agent, and Bank of America, N.A., as Canadian Agent, as the same may be amended from time to time in accordance with the terms thereof. “ Participant ” has the meaning set forth in Section 12.2. “ Participant Register ” has the meaning set forth in Section 12.4. “ Payment Account ” means, with respect to each Co-Agent, the account designated by such Co-Agent for receipt of payments hereunder and identified on the Lender Supplement. “ PBGC ” has the meaning provided in the Receivables Sale Agreement. “ Percentage ” means for (i) each Conduit Group, the ratio (expressed as a percentage) of the aggregate Commitments of the Committed Lenders in such Conduit Group to the Aggregate Commitment and (ii) each Unaffiliated Committed Lender, the ratio (expressed as a percentage) of its Commitment to the Aggregate Commitment. “ Performance Guarantor ” means Parent. “ Performance Undertaking ” means that certain Fourth Amended and Restated Performance Undertaking, dated as of December 21, 2012, by Performance Guarantor in favor of Borrower, substantially in the form of Exhibit VII, as the same may be amended, restated or otherwise modified from time to time. “ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. “ Plan ” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which Performance Guarantor, the Loan Parties or any of their respective ERISA Affiliates is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. “ Pooled Commercial Paper ” means, for each of the Pool Funded Conduits, the Commercial Paper of such Pool Funded Conduit subject to any particular pooling arrangement by such Conduit, but excluding Related Commercial Paper issued by any Pool Funded Conduit for a tenor and in an amount specifically requested by any Person with any agreement effected by such Pool Funded Conduit. Exhibit I-20

“ Pool Funded Conduits ” means, at any time, the Conduits that have notified the Loan Parties that they will be pool-funding their Loans. “Prepaid Lender” has the meaning set forth in Section 12.1(e). “Prepaid Lender Amount” means, in respect of any Prepaid Lender and any Settlement Date prior to the Amortization Date, an amount calculated as the product of (a) such Prepaid Lender’s Percentage and (b) amounts available for application pursuant to clause “ fifth ” of Section 2.2. “Prepayment Date” has the meaning set forth in Section 12.1(e). “ Prime Rate ” means for each Lender, the rate of interest per annum publicly announced from time to time by its Co-Agent as its prime commercial lending rate or base rate in effect at its principal office for loans in the United States of America, with each change in the Prime Rate being effective on the date such change is publicly announced as effective (it being understood and agreed that the Prime Rate is a reference rate used by such Co-Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit by any Agent or Lender to any debtor). “ Pro Rata Share ” means, with respect to each Conduit Group on any date of determination, the ratio which the Liquidity Commitment of a Committed Lender in such Conduit Group bears to the sum of the Liquidity Commitments of all Committed Lenders in such Conduit Group. “ Proposed Reduction Date ” has the meaning set forth in Section 1.3. “ Purchasing Committed Lender ” has the meaning set forth in Section 12.1(b). “ Rabobank ” has the meaning set forth in the preamble to this Agreement. “ Rating Agency Condition ” means, if applicable, that a Conduit has received written notice from S&P or Moody’s or any other rating agency then rating such Conduit’s Commercial Paper that the execution and delivery of, or an amendment, a change or a waiver of, this Agreement or the Receivables Sale Agreement will not result in a withdrawal or downgrade of the then current ratings on such Conduit’s Commercial Paper or, if applicable, the conditions required for post-closing review as described in a letter or letters from S&P or Moody’s or such other rating agency. “Ratings Trigger Event” means, as of any date of determination, the lowering of the rating with regard to the long-term debt of the Parent to (or below) (i) BB by S&P, or (ii) Ba2 by Moody’s. “ Receivable ” has the meaning provided in the Receivables Sale Agreement. “ Receivables Sale Agreement ” means that certain Fourth Amended and Restated Receivables Sale Agreement, dated as of the date hereof, among Parent, the Originators Exhibit I-21

and Borrower, as the same may be amended, restated or otherwise modified from time to time. “ Records ” has the meaning provided in the Receivables Sale Agreement. “ Reduction Notice ” has the meaning set forth in Section 1.3. “ Register ” has the meaning set forth in Section 12.3. “ Regulatory Change ” means after the date of this Agreement (i) change in, or the adoption of, any United States (federal, state or municipal) or foreign laws, regulations (including Regulation D) or accounting principles, (ii) any interpretations, directives or requests of or under any United States (federal, state or municipal) or foreign laws, regulations (whether or not having the force of law) or accounting principles by any court, governmental or monetary authority, or accounting board or authority (whether or not part of government) charged with the establishment, interpretation or administration thereof or (iii) the compliance, application or implementation by any Affected Entity with any of the foregoing subclauses (i) or (ii) or the Dodd Frank Act or the Basel Accords, both as defined in Section 10.2(a) of this Agreement. “ Related Commercial Paper ” means, for any period with respect to any Conduit, any Commercial Paper of such Conduit issued or deemed issued for purposes of financing or maintaining any Loan by such Conduit (including any discount, yield, or interest thereon) outstanding on any day during such period. “ Related Security ” means, with respect to any Receivable: (i) all of Borrower’s interest in the Related Security (under and as defined in the Receivables Sale Agreement), (ii) all of Borrower’s right, title and interest in, to and under the Receivables Sale Agreement in respect of such Receivable, (iii) all of Borrower’s right, title and interest in, to and under the Performance Undertaking, and (iv) all proceeds of any of the foregoing. “ Required Committed Lenders ” means Committed Lenders holding in the aggregate more than fifty percent (50%) of the Aggregate Commitment; provided, however, that if any Committed Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, such Committed Lender’s Commitments. “ Required Data ” means ongoing information regarding the Collateral required to be provided by the Borrower or the Servicer to the Administrative Agent at the request of the Administrative Agent, including in connection with any Lender’s regulatory capital requirements. “ Required Notice Period ” means two (2) Business Days. “ Required Reserve ” means, on any day during a Calculation Period, the product of (a) (i) the greater of (A) the Required Reserve Factor Floor and (B) the sum of the Loss Reserve and the Dilution Reserve, plus (ii) the Interest Reserve and the Servicing Exhibit I-22

Reserve, times (b) the Net Pool Balance as of the Cut-Off Date immediately preceding such Calculation Period. “ Required Reserve Factor Floor ” means, for any Calculation Period, the sum (expressed as a percentage) of (a) 12.5% plus (b) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the most recent Cut-Off Date. “ Restricted Junior Payment ” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of Borrower now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of Borrower, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of Borrower now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined in the Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Borrower now or hereafter outstanding, and (v) any payment of management fees by Borrower (except for reasonable management fees to any Originator or its Affiliates in reimbursement of actual management services performed). “ Risk Retention Letter ” means that certain Risk Retention Letter, dated as of the date hereof, from the Parent and the Originators to the Agent, as the same may be amended, restated or otherwise modified from time to time. “ S&P ” means Standard and Poor’s Ratings Services, a Standard and Poor’s Financial Services LLC business. “Sales Tax Receivable” means any portion of the Outstanding Balance of an Eligible Receivable that is allocable to sales tax. “Sales Tax Receivables Excess” means the amount, if any, by which the aggregate Outstanding Balance of all Sales Tax Receivables exceeds 2.0% of the Outstanding Balance of all Eligible Receivables. “ Sanctioned Country ” means a country subject to a sanctions program administered and enforced by OFAC. “ Sanctioned Person ” At any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by such Person. “ Scheduled Termination Date ” means October 24, 2017. “ Secured Parties ” means the Indemnified Parties. Exhibit I-23

“ Servicer ” means at any time the Person (which may be the Administrative Agent) then authorized pursuant to Article VIII to service, administer and collect Receivables. “ Servicing Fee ” means, for each day in a Calculation Period: (a) an amount equal to (i) the Servicing Fee Rate (or, at any time while Converting or one of its Affiliates is the Servicer, such lesser percentage as may be agreed between Borrower and the Servicer on an arms’ length basis based on then prevailing market terms for similar services), times (ii) the aggregate Outstanding Balance of all Receivables at the close of business on the Cut-Off Date immediately preceding such Calculation Period, times (iii) 1/360; or (b) on and after the Servicer’s reasonable request made at any time when Converting or one of its Affiliates is no longer acting as Servicer hereunder, an alternative amount specified by the successor Servicer not exceeding (i) 110% of such Servicer’s reasonable costs and expenses of performing its obligations under this Agreement during the preceding Calculation Period, divided by (ii) the number of days in the current Calculation Period. “ Servicing Fee Rate ” means 0.75% per annum. “ Servicing Reserve ” means, for any Calculation Period, the product (expressed as a percentage) of (a) 1.5 times (b) the Servicing Fee Rate times (c) a fraction, the numerator of which is the Days Sales Outstanding for the most recent Cut-Off Date and the denominator of which is 360. “ Settlement Date ” means (A) with respect to all Loans, the 2nd Business Day after each Monthly Reporting Date, and (B) in addition, with respect to Loans of the Committed Lenders, the last day of the relevant Interest Period. “ Settlement Period ” means the immediately preceding Calculation Period (or portion thereof). “Side Letter to the Receivables Sale Agreement” means that side letter, dated as of the date of this Agreement, addressed to the Agent and signed by the Borrower, the Servicer and each Originator. “Specified Period” means, with respect to any Cut-off Date, the period of time (reported in months) equal in duration to the weighted average payment terms of the Receivables, as reported on the most recent Monthly Report. “SSCC Acquisition” has the meaning set forth in the Receivables Sale Agreement. “ Subsidiary ” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries Exhibit I-24

or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. “ Tax Code ” means the Internal Revenue Code of 1986, as the same may be amended from time to time. “ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “ Termination Date ” has the meaning set forth in the Receivables Sale Agreement. “ Terminating Tranche ” has the meaning set forth in Section 4.3(b). “ Transaction Documents ” means, collectively, this Agreement, each Borrowing Notice, the Receivables Sale Agreement, each Collection Account Agreement, the Performance Undertaking, the Fee Letter, the Risk Retention Letter, the Funding Agent Fee Letter, each Subordinated Note (as defined in the Receivables Sale Agreement) and all other instruments, documents and agreements executed and delivered in connection herewith. “ UCC ” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction. “ Unaffiliated Committed Lender ” means each Committed Lender that is not related to a Conduit Group. “ Unmatured Amortization Event ” means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event. “Unilever Trigger Event” means, as of any date of determination, the occurrence of (i) a Ratings Trigger Event or (ii) the lowering of the rating with regard to the long-term debt of [Unilever] below (i) A by S&P, or (ii) A2 by Moody’s, or, in either case, the withdrawal of such rating. “ U.S. Tax Compliance Certificate ” has the meaning set forth in Section 10.2(c). “ Volume Rebate ” means, with respect to any Receivable, a rebate or refund as described in Section 1.4(a)(iii). “ Volume Rebate Accrual Amount ” means (i) on any date of determination prior to the occurrence of a Ratings Trigger Event, an amount equal to the product of (x) the aggregate amount of all Volume Rebates that have accrued as of or on such date of determination and (y) Volume Rebate Reserve Percentage and (ii) on any date of Exhibit I-25

determination following the occurrence a Ratings Trigger Event, the aggregate amount of all Volume Rebates that have accrued as of or on such date of determination. “Volume Rebate Reserve Percentage” means, with respect to any date of determination in any calendar month, the percentage specified in respect of such calendar month in the table below or such other percentage designated by the Administrative Agent on the basis of the most recent accountant’s due diligence report and communicated to the Borrower in writing by the Administrative Agent. Calendar Month

Volume Rebate Reserve Percentage

January

82%

February

69%

March

65%

April

78%

May

70%

June

77%

July

76%

August

72%

September

56%

October

73%

November

73%

December

61%

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

Exhibit I-26

EXHIBIT II-A FORM OF BORROWING NOTICE --ROCK-TENN FINANCIAL, INC. BORROWING NOTICE dated ______________, 20__ for Borrowing on ________________, 20__ [Applicable Co-Agent] Attention: [________________] Ladies and Gentlemen: Reference is made to the Sixth Amended and Restated Credit and Security Agreement dated as of September, 15, 2014 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) among Rock-Tenn Financial, Inc. (“ Borrower ”), Rock-Tenn Converting Company, as initial Servicer, the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Funding Agent. Capitalized terms defined in the Credit Agreement are used herein with the same meanings. 1. The [Servicer, on behalf of] Borrower hereby certifies, represents and warrants to the Agents and the Lenders that on and as of the Borrowing Date (as hereinafter defined): (a) all applicable conditions precedent set forth in Article VI of the Credit Agreement have been satisfied; (b) each of its representations and warranties contained in Section 5.1 of the Credit Agreement will be true and correct, in all material respects, as if made on and as of the Borrowing Date; (c) no event will have occurred and is continuing, or would result from the requested Purchase, that constitutes an Amortization Event or Unmatured Amortization Event; (d) the Facility Termination Date has not occurred; and (e) after giving effect to the Loans comprising the Advance requested below, the Aggregate Principal will not exceed the Borrowing Limit. Exhibit II-A-1

2. The [Servicer, on behalf of] Borrower hereby requests that the Lenders make an Advance on ___________, 20__ (the “ Borrowing Date ”) as follows: (a) Aggregate Amount of Advance: $_____________ (i)

[Conduit Group]’s Percentage of Advance: $[___________________]

(ii)

[Unaffiliated Committed Lender]’s Percentage of Advance: $[___________________]

(b) To the extent any portion of an Advance is funded by Committed Lenders, [Servicer on behalf of] Borrower requests that the applicable Committed Lender(s) make [an Alternate Base Rate Loan] [an Adjusted Federal Funds Rate Loan] [that converts into] a LIBO Rate Loan with an Interest Period of _____ months on the third Business Day after the Borrowing Date)]. 3. Please disburse the proceeds of the Loans as follows: (i)

[Conduit Group]: [Apply $________ to payment of principal and interest of existing Loans due on the Borrowing Date]. [Apply $______ to payment of fees due on the Borrowing Date]. [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state], ABA No. __________, Reference: ________].

(ii)

[Unaffiliated Committed Lender]: [Apply $________ to payment of principal and interest of existing Loans due on the Borrowing Date]. [Apply $______ to payment of fees due on the Borrowing Date]. [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state], ABA No. __________, Reference: ________]. Exhibit II-A-2

IN WITNESS WHEREOF , the [Servicer, on behalf of] Borrower has caused this Borrowing Notice to be executed and delivered as of this ____ day of ___________, _____. [ROCK-TENN CONVERTING COMPANY, as Servicer, on behalf of:] ROCK-TENN FINANCIAL, INC., as Borrower

By: Name: Title:

Exhibit II-A-3

EXHIBIT II-B FORM OF REDUCTION NOTICE --ROCK-TENN FINANCIAL, INC. REDUCTION NOTICE dated ______________, 20__ for reduction to occur on ________________, 20__

[Applicable Co-Agent] Attention: [________________] Ladies and Gentlemen:

Reference is made to the Sixth Amended and Restated Credit and Security Agreement dated as of September, 15, 2014 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) among Rock-Tenn Financial, Inc. (“ Borrower ”), Rock-Tenn Converting Company, as initial Servicer, the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Funding Agent. Capitalized terms defined in the Credit Agreement are used herein with the same meanings. You are hereby irrevocably notified that Borrower wishes to make an Aggregate Reduction in the amount of $_____________ on ___________, 20__ (the “ Proposed Reduction Date ”). [______________]’s Percentage of such Aggregate Reduction will be $[_______________.] The undersigned agrees and acknowledges that any payments to the Agents or the Lenders must be made by 12:00 p.m. (New York City time). IN WITNESS WHEREOF , the [Servicer, on behalf of] Borrower has caused this Reduction Notice to be executed and delivered as of the date set forth above. [ROCK-TENN CONVERTING COMPANY, as Servicer, on behalf of:] ROCK-TENN FINANCIAL, INC., as Borrower

By: Exhibit II-B-1

Name: Title:

iii

EXHIBIT III-A PLACES OF BUSINESS OF THE LOAN PARTIES AND PARENT; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION NUMBER(S) ROCK-TENN FINANCIAL, INC. Place of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer Identification Number: 58-2579090 Legal, Trade and Assumed Names: None Organizational Identification Number: 3309598

ROCK-TENN COMPANY Place of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer Identification Number: 62-0342590 Legal, Trade and Assumed Names: None Organizational Identification Number: J518706

ROCK-TENN CONVERTING COMPANY Place of Business: 504 Thrasher Street, Norcross, GA 30071 Locations of Records: 504 Thrasher Street, Norcross, GA 30071 Federal Employer Identification Number: 58-1271825 Legal, Trade and Assumed Names: Alliance, a Rock-Tenn Company; Voxgrafica; Livingston Box, a Rock-Tenn Company (unofficial trade name in Alabama); Fold-Pak Organizational Identification Number: J518594 Exhibit III-A-1

EXHIBIT III-B TITLE IV ERISA PLANS

Plans of the Parent and its Subsidiaries subject to Title IV of ERISA (1)

Defined Benefit Plans Maintained* a. b.

(2)

The RTS Packaging, LLC Consolidated Pension Plan The Rock-Tenn Company Consolidated Pension Plan

Multiemployer Defined Benefit Plans To Which Contributions Are Made The Paper Industry Union Management Pension Fund

Plans of Rock-Tenn Company and its Subsidiaries subject to Title IV of ERISA (1)

Defined Benefit Plans Maintained* a. b.

(2)

Rock-Tenn Company Pension Plan for Certain Hourly Employees Rock-Tenn Company Pension Plan for Certain Salaried Employees

Multiemployer Defined Benefit Plans To Which Contributions Are or Were Made Central Pension Fund (IUOE) (current) Central States Teamsters Southeast and Southwest Areas Pension Fund (current) Graphic Communications International Union Employer Retirement Fund (last contribution was made on 07/31/2010) Graphic Communications International Union Supplemental Retirement and Disability Fund (last contribution was made on 06/30/2006) IAM National Pension Fund (current) IUE-CWA Pension Fund (current) New York State Teamsters Pension Fund (last contribution was made on 12/31/2007) Paper Industry Union Management Pension Fund (current) Local 375 Pension Fund (Philadelphia - USW) (last contribution was made on 12/31/2009) Suburban Teamsters of Northern Illinois Pension Fund (last contribution was made on 06/30/2006) UNITE HERE National Retirement Fund (current) United Food and Commercial Workers International Union Industry Pension Fund (last contribution was made on 06/30/2006) Western Conference of Teamsters Pension Trust (current)

*Plans that have been merged into plans listed above are not separately listed.

Exhibit III-B-1

EXHIBIT IV FORM OF COMPLIANCE CERTIFICATE To:

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Sixth Amended and Restated Credit and Security Agreement dated as of September, 15, 2014 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) among RockTenn Financial, Inc. (“ Borrower ”), Rock-Tenn Converting Company (the “ Servicer ”), the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Funding Agent. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1.

I am the duly elected _________________ of Borrower.

2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Performance Guarantor and its Subsidiaries during the accounting period covered by the attached financial statements. 3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Amortization Event or Unmatured Amortization Event, as each such term is defined under the Credit Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate [ , except as set forth in paragraph 5 below ] . 4. Schedule I attached hereto sets forth financial data and computations evidencing the compliance with certain covenants of the Credit Agreement, all of which data and computations are true, complete and correct. [ 5. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event: ____________________ ] Exhibit IV-1

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Compliance Certificate in support hereof, are made and delivered as of ______________, 20__.

By: Name: Title:

Exhibit IV-2

SCHEDULE I TO COMPLIANCE CERTIFICATE A. Schedule of Compliance with Section 7.1(a)(iii) of the Credit Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. This schedule relates to the month ended: _______________

Exhibit IV-3

EXHIBIT V FORM OF ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT (this “ Assignment Agreement ”) is entered into as of the ___ day of ____________, ____, by and between _____________________ (“ Assignor ”) and __________________ (“ Assignee ”). PRELIMINARY STATEMENTS A. This Assignment Agreement is being executed and delivered in accordance with Section 12.1(b) of that certain Sixth Amended and Restated Credit and Security Agreement dated as of September, 15, 2014 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) among Rock-Tenn Financial, Inc., as Borrower, Rock-Tenn Converting Company, as initial Servicer, the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Funding Agent, and that applicable Liquidity Agreement. Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit Agreement. B. Assignor is a Committed Lender party to the Credit Agreement [and the Liquidity Agreement dated as of ________ by and among _____________ (the “ Liquidity Agreement ”)], and Assignee wishes to become a Committed Lender thereunder; and C. Assignor is selling and assigning to Assignee an undivided ____________% (the “Transferred Percentage”) interest in all of Assignor’s rights and obligations under the Transaction Documents [and the Liquidity Agreement], including, without limitation, Assignor’s Commitment[, Assignor’s Liquidity Commitment] and (if applicable) Assignor’s Loans as set forth herein. AGREEMENT The parties hereto hereby agree as follows: 1. The sale, transfer and assignment effected by this Assignment Agreement shall become effective (the “ Effective Date ”) two (2) Business Days (or such other date selected by the Administrative Agent in its sole discretion) following the date on which a notice substantially in the form of Schedule II to this Assignment Agreement (“ Effective Notice ”) is delivered by the applicable Co-Agent to the Conduit in the Assignor’s Conduit Group, Assignor and Assignee. From and after the Effective Date, Assignee shall be a Committed Lender party to the Credit Agreement for all purposes thereof as if Assignee were an original party thereto and Assignee agrees to be bound by all of the terms and provisions contained therein. Exhibit V-1

2. If Assignor has no outstanding principal under the Credit Agreement [or its Liquidity Agreement], on the Effective Date, Assignor shall be deemed to have hereby transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and the Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment [and Liquidity Commitment] and all rights and obligations associated therewith under the terms of the Credit Agreement [and its Liquidity Agreement], including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under the Credit Agreement [and its Liquidity Agreement]. 3. If Assignor has any outstanding principal under the Credit Agreement [and its Liquidity Agreement], at or before 12:00 noon, local time of Assignor, on the Effective Date Assignee shall pay to Assignor, in immediately available funds, an amount equal to the sum of (i) the Transferred Percentage of the outstanding principal of Assignor’s Loans [and, without duplication, Assignor’s Percentage Interests (as defined in the Liquidity Agreement)] (such amount, being hereinafter referred to as the “ Assignee’s Principal ”); (ii) all accrued but unpaid (whether or not then due) Interest attributable to Assignee’s Principal; and (iii) accruing but unpaid fees and other costs and expenses payable in respect of Assignee’s Principal for the period commencing upon each date such unpaid amounts commence accruing, to and including the Effective Date (the “ Assignee’s Acquisition Cost ”); whereupon, Assignor shall be deemed to have sold, transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment, Liquidity Commitment, Loans (if applicable) [and Percentage Interests (if applicable)] and all related rights and obligations under the Transaction Documents [and its Liquidity Agreement], including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under the Credit Agreement [and its Liquidity Agreement]. 4. Concurrently with the execution and delivery hereof, Assignor will provide to Assignee copies of all documents requested by Assignee which were delivered to Assignor pursuant to the Credit Agreement [or its Liquidity Agreement]. 5. Each of the parties to this Assignment Agreement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment Agreement. 6. By executing and delivering this Assignment Agreement, Assignor and Assignee confirm to and agree with each other, the Agents and the Committed Lenders as follows: (a) other than the representation and warranty that it has not created any Adverse Claim upon any interest being transferred hereunder, Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by any other Person in or in connection with any of the Transaction Documents [or its Liquidity Agreement] or the execution, legality, Exhibit V-2

validity, enforceability, genuineness, sufficiency or value of Assignee, the Credit Agreement[, its Liquidity Agreement] or any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any Collateral; (b) Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower, any Obligor, any Affiliate of Borrower or the performance or observance by Borrower, any Obligor, any Affiliate of Borrower of any of their respective obligations under the Transaction Documents or any other instrument or document furnished pursuant thereto or in connection therewith; (c) Assignee confirms that it has received a copy of each of the Transaction Documents [and the Liquidity Agreement], and other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (d) Assignee will, independently and without reliance upon the Agents, Conduits, Borrower or any other Committed Lender or Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Transaction Documents [and the Liquidity Agreement]; (e) Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Transaction Documents [and the Liquidity Agreement] as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (f) Assignee agrees that it will perform in accordance with their terms all of the obligations which, by the terms of [its Liquidity Agreement,] the Credit Agreement and the other Transaction Documents, are required to be performed by it as a Committed Lender or, when applicable, as a Lender. 7. Each party hereto represents and warrants to and agrees with the Administrative Agent and the Funding Agent that it is aware of and will comply with the provisions of the Credit Agreement, including, without limitation, Sections 14.5 and 14.6 thereof. 8. Schedule I hereto sets forth the revised Commitment and Liquidity Commitment of Assignor and the Commitment and Liquidity Commitment of Assignee, as well as administrative information with respect to Assignee. 9. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 10. Assignee hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all senior indebtedness for borrowed money of the Conduit in the Assignor’s Conduit Group, it will not institute against, or join any other Person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. Exhibit V-3

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective duly authorized officers of the date hereof. [ASSIGNOR]

By: _________________________ Title:

[ASSIGNEE]

By: __________________________ Title:

Exhibit V-4

SCHEDULE I TO ASSIGNMENT AGREEMENT LIST OF LENDING OFFICES, ADDRESSES FOR NOTICES AND COMMITMENT AMOUNTS Date: _____________, ______ Transferred Percentage:

Assignor

Assignee

____________%

A-1 Commitment (prior to giving effect to the Assignment Agreement)

A-2 Commitment (after giving effect to the Assignment Agreement)

B-1 Outstanding principal (if any)

B-2 Ratable Share of Outstanding principal

C-1 Liquidity Commitment (prior to giving effect to the Assignment Agreement)

C-2 Liquidity Commitment (after giving effect to the Assignment Agreement)

A-1

A-2

B-1

B-2

C-1

C-2

Commitment (prior to giving effect to the Assignment Agreement)

Commitment (after giving effect to the Assignment Agreement)

Outstanding principal (if any)

Ratable Share of Outstanding principal

Liquidity Commitment (prior to giving effect to the Assignment Agreement)

Liquidity Commitment (after giving effect to the Assignment Agreement)

Address for Notices

Attention: Phone: Fax:

Exhibit V-5

SCHEDULE II TO ASSIGNMENT AGREEMENT EFFECTIVE NOTICE

TO:

, Assignor

TO:

, Assignor

The undersigned, as Administrative Agent under the Sixth Amended and Restated Credit and Security Agreement dated as of September 15, 2014 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) among Rock-Tenn Financial, Inc. (“ Borrower ”), Rock-Tenn Converting Company, as initial Servicer, the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Funding Agent, hereby acknowledges receipt of executed counterparts of a completed Assignment Agreement dated as of ____________, 20__ between __________________, as Assignor, and __________________, as Assignee. Terms defined in such Assignment Agreement are used herein as therein defined. 1.

Pursuant to such Assignment Agreement, you are advised that the Effective Date will be ______________, ____.

2. Each of the undersigned hereby consents to the Assignment Agreement as required by Section 12.1(b) of the Credit Agreement. [3. Pursuant to such Assignment Agreement, the Assignee is required to pay $____________ to Assignor at or before 12:00 noon (local time of Assignor) on the Effective Date in immediately available funds.] Very truly yours, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Administrative Agent

By: Title: Exhibit V-6

[INSERT APPLICABLE CONDUIT’S NAME]

By: Title:

Exhibit V-7

EXHIBIT VI FORM OF MONTHLY REPORT See attached.

Exhibit VI-1

EXHIBIT VII FORM OF PERFORMANCE UNDERTAKING THIS FOURTH AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “ Undertaking ”), dated as of December 21, 2012, is executed by Rock-Tenn Company, a Georgia corporation (the “ Performance Guarantor ” or “ Parent ”), in favor of Rock-Tenn Financial, Inc., a Delaware corporation (together with its successors and assigns, “ Recipient ”). RECITALS 1. 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 – Solvay, LLC, a Delaware limited liability company, PCPC, Inc., a California corporation, Waldorf Corporation, a Delaware corporation, Rock-Tenn – Southern Container, LLC, a Delaware limited liability company and RockTenn CP, LLC, a Delaware limited liability company (collectively, the “ Existing Originators ” and, together with any other entity satisfying the definition of “Originator” contained in the Sale Agreement (as hereinafter defined), the “ Originators ”), Parent and Recipient have entered into a Fifth Amended and Restated Receivables Sale Agreement, dated as of September 15, 2014 (as amended, restated or otherwise modified from time to time, the “ Sale Agreement ”), pursuant to which the Originators, subject to the terms and conditions contained therein, are selling all of their respective right, title and interest in and to certain accounts receivable to Recipient. 2. Performance Guarantor owns one hundred percent (100%) of the capital stock of each of the Originators and Recipient, and each of the Originators and Performance Guarantor is expected to receive substantial direct and indirect benefits from their sale of receivables to Recipient pursuant to the Sale Agreement (which benefits are hereby acknowledged). 3. As an inducement for Recipient to acquire Originators’ accounts receivable pursuant to the Sale Agreement, Performance Guarantor has agreed to guaranty the due and punctual performance (a) by Originators of their obligations under the Sale Agreement, and (b) by each Originator of its Servicing Related Obligations (as hereinafter defined). 4. Performance Guarantor wishes to guaranty the due and punctual performance by Originators of the obligations described in clause 3 above as provided herein and wishes to amend and restate the existing Fourth Amended and Restated Performance Undertaking, dated as of December 21, 2012, by Performance Guarantor in favor of Recipient.

Exhibit VII-1 19576916.15

AGREEMENT NOW, THEREFORE , Performance Guarantor hereby agrees as follows: Section 1. Definitions . Capitalized terms used herein and not defined herein shall the respective meanings assigned thereto in the Sale Agreement or the Credit and Security Agreement (as hereinafter defined). In addition: “ Agreements ” means the Sale Agreement and the Credit and Security Agreement. “ Credit and Security Agreement ” means that certain Sixth Amended and Restated Credit and Security Agreement, dated as of September 15, 2014 by and among Recipient, as Borrower, Rock-Tenn Converting Company, as Servicer, the Lenders and Co-Agents from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent and Funding Agent, as amended, restated or otherwise modified from time to time in accordance with the terms thereof. “ Guaranteed Obligations ” means, collectively: (a) all covenants, agreements, terms, conditions and indemnities to be performed and observed by any Originator under and pursuant to the Sale Agreement and each other document executed and delivered by any Originator pursuant to the Sale Agreement, including, without limitation, the due and punctual payment of all sums which are or may become due and owing by any Originator under the Sale Agreement, whether for fees, expenses (including reasonable counsel fees), indemnified amounts or otherwise, whether upon any termination or for any other reason; and (b) all Servicing Related Obligations. “ Servicing Related Obligations ” means, collectively, all obligations of Rock-Tenn Converting Company as Servicer under the Credit and Security Agreement or which arise pursuant to Sections 8.2, 8.3 or 14.4(a) of the Credit and Security Agreement as a result of its termination as Servicer. Section 2. Guaranty of Performance of Guaranteed Obligations . Performance Guarantor hereby guarantees to Recipient, the full and punctual payment and performance by each Originator of its respective Guaranteed Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all Guaranteed Obligations of each Originator under the Agreements and each other document executed and delivered by any Originator pursuant to the Agreements and is in no way conditioned upon any requirement that Recipient first attempt to collect any amounts owing by any Originator to Recipient, the Agents or the Lenders from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Agents or any Lender in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Guaranteed Obligations, Exhibit VII-2

Recipient (or its assigns) may cause the immediate performance by Performance Guarantor of the Guaranteed Obligations and cause any payment Guaranteed Obligations to become forthwith due and payable to Recipient (or its assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by Performance Guarantor. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and Performance Guarantor shall not be responsible for any Guaranteed Obligations to the extent the failure to perform such Guaranteed Obligations by any Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided that nothing herein shall relieve any Originator from performing in full its Guaranteed Obligations under the Agreements or Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties. Section 3. Performance Guarantor’s Further Agreements to Pay . Performance Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to Recipient (and its assigns), forthwith upon demand in funds immediately available to Recipient, all reasonable costs and expenses (including court costs and reasonable legal expenses) incurred or expended by Recipient in connection with the Guaranteed Obligations, this Undertaking and the enforcement thereof, together with interest on amounts recoverable under this Undertaking from the time when such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year) equal to the Prime Rate plus 2% per annum, such rate of interest changing when and as the Prime Rate changes. Section 4. Waivers by Performance Guarantor . Performance Guarantor waives notice of acceptance of this Undertaking, notice of any action taken or omitted by Recipient (or its assigns) in reliance on this Undertaking, and any requirement that Recipient (or its assigns) be diligent or prompt in making demands under this Undertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Originator or asserting any other rights of Recipient under this Undertaking. Performance Guarantor warrants that it has adequate means to obtain from each Originator, on a continuing basis, information concerning the financial condition of such Originator, and that it is not relying on Recipient to provide such information, now or in the future. Performance Guarantor also irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of Performance Guarantor and without relieving Performance Guarantor of any liability under this Undertaking, to deal with each Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Recipient in its sole discretion deems fit, and to this end Performance Guarantor agrees that the validity and enforceability of this Undertaking, including without limitation, the provisions of Section 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Exhibit VII-3

part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Originator or any part thereof or amounts which are not covered by this Undertaking even though Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Originator or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights which Performance Guarantor may have at any time against any Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4. Section 5. Unenforceability of Guaranteed Obligations Against Originators . Notwithstanding (a) any change of ownership of any Originator or the insolvency, bankruptcy or any other change in the legal status of any Originator; (b) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (c) the failure of any Originator or Performance Guarantor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Undertaking; or (d) if any of the moneys included in the Guaranteed Obligations have become irrecoverable from any Originator for any other reason other than final payment in full of the payment Obligations in accordance with their terms, this Undertaking shall nevertheless be binding on Performance Guarantor. This Undertaking shall be in addition to any other guaranty or other security for the Guaranteed Obligations, and it shall not be rendered unenforceable by the invalidity of any such other guaranty or security. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Originator or for any other reason with respect to any Originator, all such amounts then due and owing with respect to the Guaranteed Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations, shall be immediately due and payable by Performance Guarantor. Exhibit VII-4

Section 6.

Representations and Warranties . Performance Guarantor hereby represents and warrants to Recipient that:

(a) Existence and Standing . Performance Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Performance Guarantor is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold would not reasonably be expected to have a Material Adverse Effect. (b) Authorization, Execution and Delivery; Binding Effect . The execution and delivery by Performance Guarantor of this Undertaking, and the performance of its obligations hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Undertaking has been duly executed and delivered by Performance Guarantor. This Undertaking constitutes the legal, valid and binding obligation of Performance Guarantor enforceable against Performance Guarantor in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) No Conflict; Government Consent . The execution and delivery by Performance Guarantor of this Undertaking, and the performance of its obligations hereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of Performance Guarantor or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation would not reasonably be expected to have a Material Adverse Effect. With respect to the transactions contemplated under this Undertaking and the Agreements, the Performance Guarantor and each of its Subsidiaries is in compliance in all material respects with all laws, rules and regulations promulgated by the U.S. Treasury Department Office of Foreign Assets Control pursuant to the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et. seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order promulgated thereunder (including, without limitation, having in full force and effect any required licenses thereunder). (d) Financial Statements . The consolidated financial statements of Performance Guarantor and its consolidated Subsidiaries dated as of September 30, 2010 heretofore delivered to Recipient have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in all material respects the consolidated financial condition and results of operations of Performance Exhibit VII-5

Guarantor and its consolidated Subsidiaries as of such dates and for the periods ended on such dates. Since the later of (i) September 30, 2012 and (ii) the last time this representation was made or deemed made, no event has occurred which would reasonably be expected to have a Material Adverse Effect. (e) Taxes . Performance Guarantor has filed all material United States federal tax returns and all other material tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by Performance Guarantor or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. No federal or state tax liens have been filed and, to the actual knowledge of Performance Guarantor, no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of Performance Guarantor in respect of any taxes or other governmental charges are adequate in all material respects. (f) Litigation and Contingent Obligations . Except as disclosed in the filings made by Performance Guarantor with the Securities and Exchange Commission, there are no actions, suits or proceedings pending or, to the best of Performance Guarantor’s knowledge threatened against or affecting Performance Guarantor or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a material adverse effect on (i) the business, properties, condition (financial or otherwise) or results of operations of Performance Guarantor and its Subsidiaries taken as a whole, (ii) the ability of Performance Guarantor to perform its obligations under this Undertaking, or (iii) the validity or enforceability of any of this Undertaking or the rights or remedies of Recipient hereunder. Performance Guarantor does not have any material Contingent Obligations not provided for or disclosed in the financial statements referred to in Section 6(d). (g) ERISA . (i) Identification of Plans . Except as disclosed on Exhibit III-B of the Credit and Security Agreement, as of the closing date or as of the last date Exhibit III-B of the Credit and Security Agreement was updated to reflect the establishment of a new Plan, None of the Performance Guarantor, its Restricted Subsidiaries or any of their respective ERISA Affiliates maintains or contributes to, or has during the past seven (7) years maintained or contributed to, any material Plan that is subject to Title IV of ERISA. (ii) Compliance . Each Plan maintained by the Performance Guarantor, its Restricted Subsidiaries and any of their respective ERISA Affiliates has at all times been maintained, by its terms and in operation, in compliance with all applicable laws, and the Performance Guarantor and its Restricted Subsidiaries are subject to no tax or penalty with respect to any Plan of such Person or any ERISA Affiliate thereof, including, without limitation, any tax or penalty under Title I or Title IV of ERISA or under Chapter 43 of the Tax Code, or any tax or penalty resulting from a loss of deduction under Sections 162, 404, or 419 of the Tax Code, where the failure to comply with such laws, and such taxes and penalties, together with all other liabilities referred to in this Section 6(g) (taken as a whole), would in the aggregate have a Material Adverse Effect; Exhibit VII-6

(iii) Liabilities . None of the Performance Guarantor, its Restricted Subsidiaries or any of their respective ERISA Affiliates is subject to any liabilities (including withdrawal liabilities) with respect to any Plans of the Performance Guarantor, its Restricted Subsidiaries or any of their respective ERISA Affiliates, including, without limitation, any liabilities arising from Titles I or IV of ERISA, other than obligations to fund benefits under an ongoing Plan and to pay current contributions, expenses and premiums with respect to such Plans, where such liabilities, together with all other liabilities referred to in this Section 6(g) (taken as a whole), would in the aggregate have a Material Adverse Effect. Funding . The Performance Guarantor and its Restricted Subsidiaries, with respect to any Plan which is (iv) subject to Title IV of ERISA, each of their respective ERISA Affiliates, have made full and timely payment of all amounts (A) required to be contributed under the terms of each Plan and applicable law, and (B) required to be paid as expenses (including PBGC or other premiums) of each Plan, where the failure to pay such amounts (when taken as a whole, including any penalties attributable to such amounts) would have a Material Adverse Effect. None the Performance Guarantor, its Restricted Subsidiaries or any of their respective ERISA Affiliates is subject to any liabilities with respect to post-retirement medical benefits in any amounts which, together with all other liabilities referred to in this Section 6(g) (taken as a whole), would have a Material Adverse Effect if such amounts were then due and payable. (v) ERISA Event . No ERISA Event has occurred or is reasonably expected to occur, except for such ERISA Events that individually or in the aggregate would not have a Material Adverse Effect. Section 7. Subrogation; Subordination . Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Agents or any Lender against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents and the Lenders against any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agents or the Lenders. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness Exhibit VII-7

of any Originator to Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with Performance Guarantor. Section 8. Termination of Performance Undertaking . Performance Guarantor’s obligations hereunder shall continue in full force and effect until all Obligations are finally paid and satisfied in full and the Credit and Security Agreement is terminated, provided that this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Originator or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not Recipient (or its assigns) is in possession of this Undertaking. No invalidity, irregularity or unenforceability by reason of the Bankruptcy Code or any insolvency or other similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations shall impair, affect, be a defense to or claim against the obligations of Performance Guarantor under this Undertaking. Section 9. Effect of Bankruptcy . This Performance Undertaking shall survive the insolvency of any Originator and the commencement of any case or proceeding by or against any Originator under the Bankruptcy Code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the Bankruptcy Code with respect to any Originator or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which any Originator is subject shall postpone the obligations of Performance Guarantor under this Undertaking. Section 10. Setoff . Regardless of the other means of obtaining payment of any of the Guaranteed Obligations, Recipient (and its assigns) is hereby authorized at any time and from time to time, without notice to Performance Guarantor (any such notice being expressly waived by Performance Guarantor) and to the fullest extent permitted by law, to set off and apply any deposits and other sums against the obligations of Performance Guarantor under this Undertaking, whether or not Recipient (or any such assign) shall have made any demand under this Undertaking and although such Obligations may be contingent or unmatured. Section 11. Taxes . All payments to be made by Performance Guarantor hereunder shall be made free and clear of any deduction or withholding. Subject to the requirements and limitations of Section 10.2 of the Credit and Security Agreement, if Performance Exhibit VII-8

Guarantor is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Recipient receives a net sum equal to the sum which it would have received had no deduction or withholding been made. Section 12. Further Assurances . Performance Guarantor agrees that it will from time to time, at the request of Recipient (or its assigns), provide information relating to the business and affairs of Performance Guarantor as Recipient may reasonably request. Performance Guarantor also agrees to do all such things and execute all such documents as Recipient (or its assigns) may reasonably consider necessary or desirable to give full effect to this Undertaking and to perfect and preserve the rights and powers of Recipient hereunder. Section 13. Successors and Assigns . This Performance Undertaking shall be binding upon Performance Guarantor, its successors and permitted assigns, and shall inure to the benefit of and be enforceable by Recipient and its successors and assigns. Performance Guarantor may not assign or transfer any of its obligations hereunder without the prior written consent of each of Recipient and each Agent. Without limiting the generality of the foregoing sentence, Recipient may assign or otherwise transfer the Agreements, any other documents executed in connection therewith or delivered thereunder or any other agreement or note held by them evidencing, securing or otherwise executed in connection with the Guaranteed Obligations, or sell participations in any interest therein, to any other entity or other person, and such other entity or other person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to the Recipient herein. Section 14. Amendments and Waivers . No amendment or waiver of any provision of this Undertaking nor consent to any departure by Performance Guarantor therefrom shall be effective unless the same shall be in writing and signed by Recipient, the Agents and Performance Guarantor. No failure on the part of Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. Section 15. Notices . All notices and other communications provided for hereunder shall be made in writing and shall be addressed as follows: if to Performance Guarantor, at the address set forth beneath its signature hereto, and if to Recipient, at the addresses set forth beneath its signature hereto, or at such other addresses as each of Performance Guarantor or any Recipient may designate in writing to the other. Each such notice or other communication shall be effective (1) if given by telecopy, upon the receipt thereof, (2) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (3) if given by any other means, when received at the address specified in this Section 15. Exhibit VII-9

Section 16. GOVERNING LAW . THIS UNDERTAKING SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK. Section 17. CONSENT TO JURISDICTION . EACH PARTY TO THIS UNDERTAKING HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS UNDERTAKING, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY LOAN PARTY AGAINST ANY AGENT OR ANY LENDER OR ANY AFFILIATE OF ANY AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS UNDERTAKING OR ANY DOCUMENT EXECUTED BY SUCH LOAN PARTY PURSUANT TO THIS UNDERTAKING SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK. Section 18. Bankruptcy Petition . Performance Guarantor hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Debt of Recipient, it will not institute against, or join any other Person in instituting against, Recipient any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. Section 19. Miscellaneous . This Undertaking constitutes the entire agreement of Performance Guarantor with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking shall be in addition to any other guaranty of or collateral security for any of the Guaranteed Obligations. The provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Performance Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Performance Guarantor’s liability under this Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further action by Performance Guarantor or Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of Exhibit VII-10

this Undertaking which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise specified, references herein to “Section” shall mean a reference to sections of this Undertaking. IN WITNESS WHEREOF , Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above written. ROCK-TENN COMPANY

By: Name: Title: Address for Notices: Address:

504 Thrasher Street Norcross, Georgia 30071 Attn: John D. Stakel Phone: (678) 291-7901 Fax:

(770) 246-4642

Exhibit VII-11

SCHEDULE A COMMITMENTS OF COMMITTED LENDERS COMMITTED LENDER

COMMITMENT

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch

$128,000,000

COMMITTED LENDER

COMMITMENT

TD Bank, N.A.

$100,000,000

COMMITTED LENDER

COMMITMENT

Royal Bank of Canada

$70,000,000

COMMITTED LENDER

COMMITMENT

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

$71,000,000

COMMITTED LENDER

COMMITMENT

Sumitomo Mitsui Banking Corporation

$71,000,000

COMMITTED LENDER

COMMITMENT

Fifth Third Bank

$44,000,000

COMMITTED LENDER

COMMITMENT

SunTrust Bank

$70,000,000

COMMITTED LENDER

COMMITMENT

PNC Bank, N.A.

$75,000,000

COMMITTED LENDER

COMMITMENT

Bank of Nova Scotia

$71,000,000

Schedule A-1

SCHEDULE B DOCUMENTS TO BE DELIVERED TO THE ADMINISTRATIVE AGENT ON OR PRIOR TO EFFECTIVENESS OF THIS AGREEMENT [Closing Document Checklist to be Inserted] Schedule B-1

SCHEDULE C LENDER SUPPLEMENT

Lender Group:

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch

Co-Agent

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch

Address for Borrowing Notices:

Securitization – Middle Office Rabobank International 245 Park Avenue New York, NY 10167 Phone: (212) 916-7932 Fax: (914) 287-2254 E-mail: [email protected] With a copy to: Nieuw Amsterdam Receivables Corp. c/o Global Securitization Services, LLC 68 South Service Road, Suite 120 Melville, NY 11747 Attention: Bill Pierce Phone: (631) 930-7226 Fax: (212) 302-8767 Email: [email protected]

Conduit(s):

Nieuw Amsterdam Receivables Corporation

Committed Lender:

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch

Percentage:

18.2857%

Schedule C-1

Address for correspondence to the Administrative Agent or Funding Agent:

Securitization – Middle Office Rabobank International 245 Park Avenue New York, NY 10167 Phone: (212) 916-7932 Fax: (914) 287-2254 E-mail: [email protected] With a copy to: Nieuw Amsterdam Receivables Corp. c/o Global Securitization Services, LLC 68 South Service Road, Suite 120 Melville, NY 11747 Attention JR Angelo Phone: (631) 930-7202 Fax: (212) 302-8767 [email protected] [email protected]

Schedule C-2

Wire Information: Payment of Ongoing Fees:

Nieuw Amsterdam Receivables Corporation Fed ABA 021-001-033 Fed Bank Deutsche Bank Trust Company Americas Account No. Account Name NYLTD Funds Control REF: PORT RABO09.1 // NieuwAm // Rock Tenn

Payment of Upfront Fees:

Fed ABA 021-000-021 Fed Bank JPMorgan Chase Bank, N.A. Account No. Swift Address: CHASUS33 FAO: Rabobank International, New York Branch REF: Nieuw Amsterdam // Rock Tenn Attn: Scott Babrowsky

Funding Account Payment Instructions: Fed ABA 021-001-033 Fed Bank Deutsche Bank Trust Company Americas Account No. Account Name NYLTD Funds Control REF: PORT RABO11.1//Rabo Agent Account

Schedule C-3

Lender Group:

TD Bank, N.A.

Co-Agent

TD Bank, N.A.

Address for Notices:

77 King Street West 19 th Floor Toronto, Ontario M5K 1A2 Attention: Terry Pachouris Phone: 416-308-7544 Email: [email protected] 77 King Street West 19 th Floor Toronto, Ontario M5K 1A2 Attention: Paul Koven Phone: 416-983-6656 Email: [email protected]

Conduit(s):

N/A

Address for Notices and Investing Office:

N/A

Committed Lender:

TD Bank, N.A.

Percentage:

14.2857%

Address for Notices and Investing Office:

TD Bank, N.A. 77 King Street West 19 th Floor Toronto, Ontario M5K 1A2 Attention: Terry Pachouris Phone: 416-308-7544 Email: [email protected] 77 King Street West 19 th Floor Toronto, Ontario M5K 1A2 Attention: Paul Koven Phone: 416-983-6656 Email: [email protected]

Schedule C-4

Wire Information: Payment of Ongoing and Upfront Fees:

TD Bank, N.A. Fed ABA ABA # 31101266 Fed Bank TD Bank, N. A. Account No. Account Name Participation Loan WIP Attention: Investor Processing REF: Rock-Tenn Financial

Schedule C-5

Lender Group:

Royal Bank of Canada

Co-Agent

Royal Bank of Canada

Address for Notices:

Royal Bank of Canada Three World Financial Center 200 Vesey Street New York, New York 10281-8098 Attention: Securitization Finance Managing Director Phone: 212-428-6537 Email: [email protected]

Conduit(s):

Thunder Bay Funding, LLC

Address for Notices and Investing Office:

Royal Bank of Canada Three World Financial Center 200 Vesey Street New York, New York 10281-8098 Attention: Securitization Finance Managing Director Phone: 212-428-6537 Email: [email protected] With a copy to: c/o Global Securitization Services, LLC 68 South Service Road, Suite 120 Melville, New York 11747 Attention: Kevin Burns Phone: 631-587-4700

Committed Lender:

Royal Bank of Canada

Percentage:

10.0000%

Schedule C-6

Address for Notices and Investing Office:

Royal Bank of Canada Three World Financial Center 200 Vesey Street New York, New York 10281-8098 Attention: Securitization Finance Managing Director Phone: 212-428-2304 Email: [email protected]

Wire Information:

Thunder Bay Funding, LLC

Payment of Ongoing Fees

Fed ABA 021-001-033 Fed Bank Deutsche Bank Trust Company Americas Account No. Account Name Thunder Bay Funding, LLC Attention: Kim Sukdeo REF: Rock-Tenn

Royal Bank of Canada Payment of Upfront

Fed ABA JP Morgan Chase, New York Fed Bank 21000021 Account No. Royal Bank of Canada New York Account Name Attention: Upfront Rock-Tenn Other Instructions: For Further Credit to Account REF: Upfront Fee Rock-Tenn

Schedule C-7

Lender Group:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

Co-Agent

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

Address for Notices:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1251 Avenue of the Americas 12th Floor New York, NY 10020 Attention: Andrea Alkins Phone: 201-413-8097 Email: [email protected]

Conduit(s):

Gotham Funding Corp.

Address for Notices and Investing Office:

John Donoghue Vice President 1251 Avenue of Americas 12th Floor New York, NY 10020 Phone: 212-413-8138 Fax: 212-782-6448 [email protected] Aditya Reddy Managing Director 1251 Avenue of Americas 12th Floor New York, NY 10020 Phone: 212-782-6957 Fax: 212-782-6448 [email protected]

Committed Lender:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

Percentage:

[10.14__]%

Schedule C-8

Address for Notices and Investing Office:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1251 Avenue of the Americas, 12th Floor New York, NY 10020 Attention: Andrea Alkins Phone: (201) 413-8097 Email: [email protected]

Wire Information:

Gotham Funding Corp.

Payment of Upfront and Ongoing Fees:

Fed ABA 026-009-632 Fed Bank Bank of Tokyo-Mitsubishi UFJ NY Branch Account No. Account Name Gotham Funding Corp. REF: Rock-Tenn

Schedule C-9

Lender Group:

SMBC Nikko Securities America, Inc.

Co-Agent

SMBC Nikko Securities America, Inc.

Address for Notices:

SMBC Nikko Securities America, Inc. 277 Park Avenue, 5th Floor New York, NY 10172 Attention: Clara Yip Phone: 212-224-5321 Email: [email protected]

Conduit(s):

Manhattan Asset Funding Company LLC

Address for Notices

Neil Bautista Vice President/ SMBC Nikko Securities America, Inc. 277 Park Avenue, 5th Floor New York, NY 10172 Phone: (212) 224-5373 Fax: (212) 224-4929 Email: [email protected] Akiyuki Taguchi Assistant Vice President/ SMBC Nikko Securities America, Inc. 277 Park Avenue, 5th Floor New York, NY 10172 Phone: (212) 224-5340 Fax: (212) 224-4929 Email: [email protected]

Address for Investing Office:

Anna Falzon 277 Park Avenue, 5th Floor New York, NY 10172 Phone: (212) 224-5352 Fax: (212) 224-4929 Email: [email protected] Denise Cooper 277 Park Avenue, 5th Floor New York, NY 10172 Phone: (212) 224-5056 Fax: (212) 224-4929 Email: [email protected]

Schedule C-10

Committed Lender:

Sumitomo Mitsui Banking Corporation

Percentage:

[10.14__]%

Address for Notices and Investing Office:

Sumitomo Mitsui Banking Corporation c/o SMBC Nikko Securities America, Inc. 277 Park Avenue, 4th Floor New York, NY 10172 Attention: Takashi Murata Phone: (212) 224-4693 Email: [email protected]

Wire Information: Payment of Ongoing Fees

Manhattan Asset Funding Company LLC Fed ABA 021-001-033 Fed Bank Deutsche Bank Trust Company Americas Account No. Attention: PORT MANHAFC.3 REF: Trust and Securities Services SMBC Nikko Securities America, Inc.

Payment of Upfront Fees

Fed ABA 021-000-021 Fed Bank JPMorgan Chase Bank Account No. Account Name SMBC Nikko Securities America, Inc. Attention: REF: Rock-Tenn

Schedule C-11

Lender Group:

Fifth Third Bank

Co-Agent

Fifth Third Bank

Address for Notices:

Fifth Third Bank 38 Fountain Square Plaza MD 109046 Cincinnati, OH 45263 Attention: Andrew Jones Phone: (513) 534-0836 Email: [email protected] 38 Fountain Square Plaza MD 109046 Cincinnati, OH 45263 Attention: Patrick Berning Phone: (513) 534-4661 Email: [email protected]

Percentage:

6.2857%

Address for Notices and Investing Office:

Fifth Third Bank Fifth Third Bank 38 Fountain Square Plaza MD 109046 Cincinnati, OH 45263 Attention: Andrew Jones Phone: (513) 534-0836 Fax: (513) 534-0319 Email: [email protected] 38 Fountain Square Plaza MD 109047 Attention: Asset Securitization Operations Phone: (513) 534-2612 Fax: (513) 534-0319 Email: [email protected]

Schedule C-12

Wire Information:

Fifth Third Bank Fed ABA 042000314 Fed Bank Fifth Third Bank Account No. Account Name Commercial Loan Wires Attention: Asset Securitization Ops REF: Rock-Tenn Securitization

Schedule C-13

Lender Group: SunTrust Bank Co-Agent Address for Notices:

SunTrust Bank SunTrust Bank 3333 Peachtree Road, NE 10-E Atlanta, GA 30326 Attention: Michael Peden Phone: (404) 926-5499 Fax: (404) 926-5100 Email: [email protected] 3333 Peachtree Road, NE 10-E Atlanta, GA 30326 Attention: Kyle Shenton Phone: (404) 926-5490 Fax: (404) 926-5100 Email: [email protected]

Committed Lender:

SunTrust Bank

Percentage:

10.0000%

Address for Notices and Investing Office:

SunTrust Bank 3333 Peachtree Road, NE 10-E Atlanta, GA 30326 Attention: David Morley Phone: (855) 526-1412 Fax: (404) 495-2171 Email: [email protected]

Schedule C-14

Wire Information:

SunTrust Bank

Payment of Ongoing Fees:

Fed ABA 061000104 Fed Bank SunTrust Bank Account No. Account Name STB Agency Services Operating Acct Attention: Doug Weltz REF: Rock-Tenn

Payment of Upfront Fees:

Fed ABA 061000104 Fed Bank SunTrust Bank Account No. Account Name STB Agency Services Operating Acct Attention: Doug Weltz REF: Rock-Tenn

Schedule C-15

Lender Group:

PNC Bank, N.A.

Co-Agent

PNC Bank, N.A.

Address for Notices:

PNC Bank, N.A. 225 Fifth Avenue Pittsburgh, PA 15222 Attention: William Falcon Phone: (412) 762-5442 Email: [email protected]

Conduits:

Market Street Funding LLC

Committed Lender

PNC Bank, N.A.

Percentage:

10.7142%

Address for Notices and Investing Office:

PNC Bank One PNC Plaza 249 Fifth Avenue Pittsburgh, PA 15222 Attention: Tony Stahley Phone: (412 ) 768-2266 Fax: (412) 762-9184 Email: [email protected] [email protected] [email protected]

Wire Information:

For Payment of Interest, Principal, and Fees Fed ABA 043000096 Fed Bank PNC Bank, NA Account No. Account Name Market Street Funding LLC Attention: Tony Stahley REF: Rock-Tenn

Schedule C-16

Lender Group:

Bank of Nova Scotia

Co-Agent

Bank of Nova Scotia

Address for Notices:

Bank of Nova Scotia 40 King Street West, 55 th Floor Toronto, Ontario, Canada M5H 1H1 Attention: Paula J. Czach Phone: (416) 865-6311 Email: [email protected] Bank of Nova Scotia 250 Vesey Street, 23 rd Floor New York, NY 10281 Attention: Darren Ward Phone: (212) 225-5264 Email: [email protected]

Conduit(s):

Liberty Street Funding

Address for Notices:

Liberty Street Funding LLC 114 West 47 th Street, Suite 2310 New York, NY 10036 Phone: (212) 302-8767

Committed Lender: Percentage:

Wire Information:

Bank of Nova Scotia [10.14__]% Fed ABA 026 - 002532 Fed Bank The Bank of Nova Scotia - New York Agency Account No. Account Name Liberty Street Funding LLC REF: Rock-Tenn

Schedule C-17

Exhibit 12 ROCK-TENN COMPANY STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Amounts in millions, except ratios) 2010 Fixed Charges: Interest expense Amortization of debt issuance costs Interest capitalized during period Portion of rent expense representative of interest FIXED CHARGES Earnings: Pretax income from continuing operations attributable to Rock-Tenn Company shareholders Share of distributed income of unconsolidated entities net of equity pick-up Fixed charges Interest capitalized during period Amortization of interest capitalized Earnings Ratio of Earnings to Fixed Charges

2011

2012

2013

2014

$

69.4 6.1 1.3 6.6

$

81.2 7.7 2.8 16.5

$

108.9 10.8 3.4 32.8

$

96.8 10.2 2.9 36.3

$

85.0 10.3 2.6 37.6

$

83.4

$

108.2

$

155.9

$

146.2

$

135.5

$

290.3

$

210.6

$

386.0

$

705.5

$

766.2

(0.6) 83.4 (1.3) 0.7 $

372.5 4.47

(1.1) 108.2 (2.8) 1.1 $

316.0 2.92

(1.5) 155.9 (3.4) 1.2 $

538.2 3.45

(3.0) 146.2 (2.9) 1.5 $

847.3 5.80

(2.4) 135.5 (2.6) 1.8 $

898.5 6.63

EXHIBIT 21

ROCK-TENN COMPANY SUBSIDIARIES OF ROCK-TENN COMPANY as of September 30, 2014 PCPC, Inc. Innerpac, LLC Innerpac Holding Company RockTenn - Puerto Rico, Inc. RockTenn - Solvay, LLC RockTenn - Southern Container, LLC Rock-Tenn Astra, LLC Rock-Tenn Canada Holdings, Inc. Rock-Tenn Company of Canada Inc./Compaigne Rock-Tenn Du Canada Inc. Rock-Tenn Company of Canada Holding Corp./Compaigne de Holdings Rock-Tenn du Canada Corp. Rock-Tenn Company of Texas Rock-Tenn Converting Company RockTenn CP, LLC Rock-Tenn Financial, Inc. RockTenn HY Holdings Rock-Tenn Mill Company, LLC Rock-Tenn Partition Company Rock-Tenn Services Inc. Rock-Tenn Shared Services, LLC Rock-Tenn XL, LLC Rock-Tenn XLS, LLC Rock-Tenn XLS II, LLC RTS Embalajes de Argentina RTS Embalajes De Chile Limitada RTS Empaques, S. De R.L. de CV RTS Innerpac, Inc. RTS Packaging, LLC RTS Packaging Canada Inc. RTS Packaging Foreign Holdings, LLC Smurfit-Stone Container Corp. Charitable Fund RockTenn - Mexico S. De R.L. de C.V. Stone Global, Inc. Stone Truepenny International Inc. Waldorf Corporation

California Delaware Delaware Puerto Rico Delaware Delaware Georgia Georgia Quebec, Canada Nova Scotia, Canada Georgia Georgia Delaware Delaware British Virgin Islands Georgia Georgia Georgia Georgia Georgia Georgia Georgia Argentina Chile Mexico Delaware Delaware Nova Scotia, Canada Georgia Missouri Mexico Delaware British Virgin Islands Delaware

EXHIBIT 23 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (i)

the Registration Statement (Form S-8 No. 333-77237) pertaining to the Rock-Tenn Company 1993 Employee Stock Purchase Plan, the Rock-Tenn Company 1993 Employee Stock Option Plan, the Rock-Tenn Company 1988 Stock Option Plan and the Rock-Tenn Company 1987 Stock Option Plan;

(ii)

the Registration Statement (Form S-8 No. 33-83304) pertaining to the Rock-Tenn Company 1993 Employee Stock Option Plan, the Rock-Tenn Company 1993 Employee Stock Purchase Plan, the Rock-Tenn Company Incentive Stock Option Plan, and the Rock-Tenn Company 1987 Stock Option Plan;

(iii) the Registration Statement (Form S-8 No. 333-104870) pertaining to the Rock-Tenn Company Supplemental Retirement Savings Plan; (iv) the Registration Statement (Form S-8 No. 333-113212) pertaining to the Rock-Tenn Company 1993 Employee Stock Purchase Plan; (v)

the Registration Statement (Form S-8 No. 333-62346) pertaining to the Rock-Tenn Company 1993 Employee Stock Purchase Plan, the 2000 Incentive Stock Plan, and the Rock-Tenn Company 2004 Incentive Stock Plan;

(vi) the Registration Statement (Form S-8 No. 333-122745) pertaining to the Rock-Tenn Company 2004 Incentive Stock Plan; (vii) the Registration Statement (Form S-8 No. 333-140597) of Rock-Tenn Company pertaining to the 1993 Employee Stock Purchase Plan and the Rock-Tenn Company 2004 Incentive Stock Plan (viii) the Registration Statement (Form S-8 No. 333-163162) of Rock-Tenn Company pertaining to the Rock-Tenn Company 2004 Incentive Stock Plan (ix) the Registration Statement (Form S-4 No. 333-172432) of Rock-Tenn Company and in the related Prospectus pertaining to the registration of shares of common stock (x)

the Registration Statement (Form S-8 No. 333-174600) pertaining to the Rock-Tenn Company (SSCC) Equity Incentive Plan

(xi) the Registration Statement (Form S-8 No. 333-183168) pertaining to the Rock-Tenn Company Amended and Restated 2004 Incentive Stock Plan; and (xii) the Registration Statement (Form S-4 No. 333-186552) of Rock-Tenn Company and in the related Prospectus pertaining to the offer to exchange debt of our reports dated November 21, 2014 , with respect to the consolidated financial statements of Rock-Tenn Company and the effectiveness of internal control over financial reporting of Rock-Tenn Company, included in this Annual Report (Form 10-K) of Rock-Tenn Company for the year ended September 30, 2014 .

/s/ Ernst & Young LLP Atlanta, Georgia November 21, 2014

Exhibit 31.1 CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Steven C. Voorhees, Chief Executive Officer, certify that: 1.

I have reviewed this Annual Report on Form 10-K of Rock-Tenn Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5.

Date:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 21, 2014

/s/ Steven C. Voorhees Steven C. Voorhees Chief Executive Officer

A signed original of this written statement required by Section 302, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 302, has been provided to Rock-Tenn Company and will be retained by RockTenn Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 31.2 CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ward H. Dickson, Chief Financial Officer, certify that: 1.

I have reviewed this Annual Report on Form 10-K of Rock-Tenn Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5.

Date:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 21, 2014

/s/ Ward H. Dickson Ward H. Dickson Chief Financial Officer

A signed original of this written statement required by Section 302, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 302, has been provided to Rock-Tenn Company and will be retained by RockTenn Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Rock-Tenn Company (the “ Corporation ”), for the year ended September 30, 2014 , as filed with the Securities and Exchange Commission on the date hereof (the “ Report ”), the undersigned, Steven C. Voorhees, Chief Executive Officer of the Corporation, and Ward H. Dickson, Chief Financial Officer of the Corporation, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002, that: (1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ Steven C. Voorhees Steven C. Voorhees Chief Executive Officer November 21, 2014

/s/ Ward H. Dickson Ward H. Dickson Chief Financial Officer November 21, 2014