On August 22, 2008, Rock-Tenn Company (the "Company"), Rock-Tenn Company of Canada (the "Canadian Borrower"), certain subsidiaries of the Borrower from time to time party thereto (the "Guarantors"), the Lenders signatory 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, entered into an amendment and consent (the "Amendment") of that certain Amended and Restated Credit Agreement, dated as of March 5, 2008, among the Company, as Borrower, the Canadian Borrower, the Guarantors, the lenders party thereto, the Administrative Agent and Collateral Agent and the Canadian Agent (the "Credit Facility"). Capitalized terms used but not defined in this description have the meanings assigned to them in the Credit Facility as amended by the Amendment. The Amendment amended the definition of Permitted Securitization Transaction to limit the aggregate Attributed Principal Amount for all Permitted Securitization Transactions to $200,000,000 and included a definition, "Securitization Assets," to clarify the types of assets covered by such financings. In addition, the Amendment also expanded the Company's authority, in addition to its current ability to refinance the 2011 Senior Notes and/or the 2013 Senior Notes, to redeem, repurchase, defease, purchase prior to maturity or prepay such Notes in an amount not to exceed (i) $50,000,000 in any 12-month period and (ii) $100,000,000 for all such redemptions, repurchases, defeasances, purchases or prepayments of the 2011 Senior Note and/or the 2013 Senior Notes made after March 5, 2008, in each case subject to certain conditions.

Additionally, in connection with the Amendment, the Company, the Canadian Borrower, the Guarantors and the Collateral Agent entered into a corresponding amendment to the U.S. Security Agreement (Non-Shared Collateral) in order to make certain conforming changes and clarifications to that document.

The description herein of the Amendment is qualified in its entirety, and the terms therein are incorporated herein, by reference to the Amendment filed as Exhibit 10.1 hereto.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.    Description
-----------    -----------

   10.1        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.