DESCRIPTION OF NOTES

We issued the Original 2019 Notes and Original 2022 Notes and will issue the Exchange 2019 Notes and Exchange 2022 Notes under an Indenture, dated as of February 22, 2012 (the “2019/2022 Indenture”), by and among Rock-Tenn Company, the Guarantors (as defined therein) and HSBC Bank USA, National Association, as trustee (the “2019/2022 Trustee”). We issued the Original 2020 Notes and Original 2023 Notes and will issue the Exchange 2020 Notes and Exchange 2023 Notes under an Indenture, dated as of September 11, 2012 (the “2020/2023 Indenture”), by and among Rock-Tenn Company, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2020/2023 Trustee”). We refer to the Original 2019 Notes and the Exchange 2019 Notes together as the “2019 Notes,” the Original 2020 Notes and the Exchange 2020 Notes together as the “2020 Notes,” the Original 2022 Notes and the Exchange 2022 Notes together as the “2022 Notes,” and the Original 2023 Notes and the Exchange 2023 Notes together as the “2023 Notes.” As used below in this “Description of Notes” references to the “Company,” “we,” “our,” or “us” refer to Rock-Tenn Company and not any of its subsidiaries.

Any Original Notes of a series that remain outstanding after completion of the exchange offers, together with the Exchange Notes of such series issued in the exchange offers, will be treated as a single class of securities under the 2019/2022 Indenture or the 2020/2023 Indenture, as applicable. The terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes do not apply to the Exchange Notes.

Unless the context otherwise requires, references in this “Description of Notes” include the Original Notes issued to the initial purchasers in private transactions that were not subject to the Securities Act and the Exchange Notes offered hereby which have been registered under the Securities Act.

The terms of the Notes will include those stated in the 2019/2022 Indenture and the 2020/2023 Indenture, as applicable, and those made part of the 2019/2022 Indenture and the 2020/2023 Indenture, as applicable, by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The following description is a summary of the material provisions of the Notes, the 2019/2022 Indenture and the 2020/2023 Indenture and is not a complete description thereof and where reference is made to particular provisions, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the 2019/2022 Indenture and the 2020/2023 Indenture, as applicable, and the Notes and those terms made part of the 2019/2022 Indenture and the 2020/2023 Indenture, as applicable, by the Trust Indenture Act. We urge you to read the 2019/2022 Indenture and the 2020/2023 Indenture because they, and not this description, define your rights as holders of the Notes. Copies of the 2019/2022 Indenture and the 2020/2023 Indenture are available upon written request to us as described in the section “Where You Can Find More Information.”

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the 2019/2022 Indenture and the 2020/2023 Indenture, as applicable.

2019 Notes and 2022 Notes

General

The 2019 Notes are limited to $350.0 million aggregate principal amount. The 2022 Notes are limited to $400.0 million aggregate principal amount. We refer to the 2019 Notes and the 2022 Notes in this section as the “notes.” We issued the Original 2019 Notes and the Original 2022 Notes and will issue the Exchange 2019 Notes and the Exchange 2022 Notes under the same 2019/2022 Indenture.

We may, without notice to or the consent of the holders of the 2019 Notes, issue additional notes having identical terms as the 2019 Notes, except for issue date, issue price and first interest payment date, in an

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unlimited aggregate principal amount. Any such additional notes will be part of the same series as the 2019 Notes and will be treated as one class with the 2019 Notes, including for purposes of waivers, amendments and redemptions.

We may, without notice to or the consent of the holders of the 2022 Notes, issue additional notes having identical terms as the 2022 Notes, except for issue date, issue price and first interest payment date, in an unlimited aggregate principal amount. Any such additional notes will be part of the same series as the 2022 Notes and will be treated as one class with the 2022 Notes, including for purposes of waivers, amendments and redemptions.

The 2019 Notes will bear interest at the rate of 4.450% per annum. The 2019 Notes will mature on March 1, 2019. Interest on the 2019 Notes will be payable semiannually on March 1 and September 1 of each year to the persons in whose names the notes are registered, subject to certain exceptions, at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date. The 2019 Notes will accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each.

The 2022 Notes will bear interest at the rate of 4.900% per annum. The 2022 Notes will mature on March 1, 2022. Interest on the 2022 Notes will be payable semiannually on March 1 and September 1 of each year to the persons in whose names the notes are registered, subject to certain exceptions, at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date. The 2022 Notes will accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each.

The notes will not be entitled to the benefit of any sinking fund.

The notes will be issued only in fully registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will be payable at the principal corporate trust office of the paying agent, which initially will be an office or agency of the 2019/2022 Trustee, or an office or agency maintained by us for such purpose, in the Borough of Manhattan, The City of New York. Notes may be presented for exchange or registration of transfer at the office of the security registrar.

The Guarantees

As of the issue date of the Exchange 2019 Notes and the Exchange 2022 Notes, the Exchange 2019 Notes and the Exchange 2022 Notes will be guaranteed, on a full, joint and several basis, by each of our domestic subsidiaries (the “Guarantors”) that currently guarantees the Original 2019 Notes and the Original 2022 Notes, which are our domestic subsidiaries that guarantee our obligations under Specified Indebtedness, including each of our domestic subsidiaries that guarantees the Senior Credit Facility. The 2019/2022 Indenture provides that the obligations of each Guarantor under its guarantee of the notes will be limited to the maximum amount as will result in the obligations of such Guarantor under its guarantee of the notes not to be deemed to constitute a fraudulent conveyance or fraudulent transfer under federal or state law.

Subject to the provisions of the 2019/2022 Indenture described below related to the release of guarantees, a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving person), another person, unless the person acquiring the property in any such sale or disposition or the person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) unconditionally assumes all the obligations of such Guarantor under the 2019/2022 Indenture and its guarantee, pursuant to a joinder to the 2019/2022 Indenture or a supplemental indenture in form and substance reasonably satisfactory to the 2019/2022 Trustee or by operation of law.

Under the 2019/2022 Indenture, the holders of the notes will be deemed to have consented to the release of the guarantee of the notes provided by a Guarantor if such Guarantor ceases to guarantee the Senior Credit Facility and any other Credit Facility Debt and Capital Markets Debt of the Company then outstanding. Accordingly, if the lenders under any Credit Facility Debt (including, the Senior Credit Facility) or any Capital

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Markets Debt agree to release a Guarantor from its guarantee of such Credit Facility Debt or such Capital Markets Debt, or if such Credit Facility Debt or Capital Markets Debt is repaid in full, the obligations of such subsidiary to guarantee the notes will immediately terminate, unless such subsidiary thereafter continues to guarantee any other Credit Facility Debt or Capital Markets Debt. If any of the Company’s subsidiaries guarantee any Credit Facility Debt or Capital Markets Debt of the Company, then such subsidiaries will be required to guarantee the notes. In addition, the 2019/2022 Indenture provides that in the event:

then such Guarantor (or the person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its guarantee of the notes. At the request of the Company, the 2019/2022 Trustee will execute and deliver any documents, instructions or instruments evidencing the consent of the holders to any such release.

For purposes of the foregoing discussion, the following definitions apply:

“Capital Markets Debt” means any debt of the Company for borrowed money that (i) is in the form of, or represented by, bonds, notes, debentures or other securities (other than promissory notes or similar evidences of debt under a credit agreement) and (ii) has an aggregate principal amount outstanding of at least $25.0 million.

“Credit Facility Debt” means any debt of the Company for borrowed money that (i) is incurred pursuant to a credit agreement, including pursuant to the Senior Credit Facility, or other agreement providing for revolving credit loans, term loans or other long-term debt entered into between the Company and any lender or group of lenders and (ii) has an aggregate principal amount outstanding or committed of at least $25.0 million.

“Senior Credit Facility” means the Credit Agreement, dated as of May 27, 2011, as amended by Amendment No. 1, dated as of December 2, 2011, among the Company, Rock-Tenn Company of Canada, certain of the Company’s subsidiaries, the lenders party thereto, 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, as further amended or replaced from time to time.

“Specified Indebtedness” means Debt of the Company under the Senior Credit Facility, the 9.25% senior notes due 2016 or any Capital Markets Debt or Credit Facility Debt.

Ranking

The notes will be our unsubordinated unsecured obligations and will rank equal in right of payment with all of our other existing and future unsecured and unsubordinated debt. The notes will be effectively subordinated to our existing and future unsubordinated secured indebtedness to the extent of the assets securing that indebtedness. The notes will be structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries that do not guarantee the notes, including trade payables. This means that holders of the notes will have a junior position to the claims of creditors of our direct and indirect subsidiaries that do not guarantee the notes on the assets and earnings of such subsidiaries. The 2019/2022 Indenture does not limit the amount of debt that we or our subsidiaries are permitted to incur.

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Each guarantee of the notes will be an unsubordinated unsecured obligation of the applicable Guarantor and will rank equal in right of payment with all existing and future unsubordinated debt of such Guarantor. Each guarantee of the notes will be effectively subordinated to all existing and future unsubordinated secured indebtedness of the applicable Guarantor to the extent of the assets securing that indebtedness.

The notes will not be secured. However, in the event that:

the 2019/2022 Indenture will require us to secure the notes on an equal and ratable basis for so long as the Senior Credit Facility and the 5.625% senior notes due 2013 are so secured (see “— Certain Covenants — Restrictions on Liens”).

Optional Redemption

Upon not less than 30 nor more than 60 days’ notice, we may redeem notes of either series, in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at any time as set forth below.

We may redeem the notes of each series at a redemption price equal to the greater of:

For purposes of the foregoing discussion, the following definitions apply:

“Business Day” means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business in New York, New York.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes of the applicable series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes of the applicable series.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“Independent Investment Banker” means an independent investment banking institution of national standing appointed by us.

“Reference Treasury Dealers” means (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and a Primary Treasury Dealer (as defined herein) selected by Wells Fargo Securities, LLC and their respective successors; provided , however , that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer; and (ii) one other Primary Treasury Dealer selected by us.

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“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date (or, in the case of discharge or defeasance prior to a redemption date, on the third Business Day preceding the date of the deposit of funds with the 2019/2022 Trustee).

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding such redemption date (or, in the case of discharge or defeasance prior to a redemption date, on the third Business Day preceding the date of the deposit of funds with the 2019/2022 Trustee).

Change of Control Offer

If a Change of Control Triggering Event with respect to a series of notes occurs, unless we have exercised our right to redeem the notes of such series as described under “— Optional Redemption,” each holder of the notes of such series will have the right to require us to purchase all or a portion (equal to $2,000 principal amount and any integral multiples of $1,000 in excess thereof) of such holder’s notes of such series pursuant to the offer described below (a “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the notes of the applicable series repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the “Change of Control Payment”), subject to the rights of holders of notes of such series on the relevant record date to receive interest due on the relevant interest payment date.

We will be required to send a notice to each holder of the notes of the applicable series by first class mail, with a copy to the 2019/2022 Trustee, within 30 days following the date upon which any Change of Control Triggering Event occurred, or at our option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the Change of Control Offer and will describe, among other things, the transaction that constitutes or may constitute the Change of Control Triggering Event and the purchase date. The purchase date will be at least 30 days but no more than 60 days from the date such notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). If the notice is mailed prior to the date of consummation of the Change of Control, the notice will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of the notes electing to have their notes purchased pursuant to a Change of Control Offer will be required to surrender their notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse completed, to the paying agent at the address specified in the notice, or transfer their notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.

On the Change of Control Payment Date, we will, to the extent lawful:

We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable, in connection with the

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repurchase of notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the notes by virtue of any such conflict.

Rock-Tenn Company will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by Rock-Tenn Company and such third party purchases all of the notes properly tendered and not withdrawn under its offer.

The Change of Control Triggering Event feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Rock-Tenn Company and, thus, the removal of incumbent management. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. As contemplated by the definition of Change of Control, we could enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the 2019/2022 Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or the credit ratings of the notes. Restrictions on our ability to incur liens and enter into sale and leaseback transactions are contained in the covenants described under the captions “— Certain Covenants — Restrictions on Liens” and “— Restrictions on Sale and Lease-Back Transactions.” Except for the limitations contained in such covenants and the covenant relating to repurchases upon the occurrence of a Change of Control Repurchase Event, the 2019/2022 Indenture does not contain any covenants or provisions that may afford holders of the notes protection in the event of a highly leveraged transaction.

We may not have sufficient funds to repurchase all the notes upon a Change of Control Triggering Event. Even if we have sufficient funds, we may be prohibited from repurchasing the notes under the terms of our existing or future debt instruments. See “Risk Factors — Risks Relating to the Notes — We may not have the funds to purchase the Notes tendered in connection with a change of control offer as required by the indentures governing the Notes.”

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder with respect to either series of notes to require us to repurchase the notes of the applicable series as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets and the assets of our subsidiaries, taken as a whole, to another person or group may be uncertain. In addition, under a Delaware Chancery Court interpretation of the definition of “Continuing Directors,” a board of directors may approve, for purposes of such definition, a slate of shareholder-nominated directors without endorsing them or while simultaneously recommending and endorsing its own slate instead. The foregoing interpretation would permit our board to approve a slate of directors that included a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a “Change of Control Triggering Event” that would trigger your right to require us to repurchase your notes as described above.

For purposes of the foregoing discussion, the following definitions apply:

“Change of Control” means the occurrence of any one of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3)of the Exchange Act) other than to the Company or one of its subsidiaries;

(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3)of the Exchange Act)

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becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares;

(3) the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person immediately after giving effect to such transaction;

(4) the first day on which the majority of the members of the board of directors of the Company cease to be Continuing Directors; or

(5) the adoption of a plan relating to the liquidation or dissolution of the Company.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event that relates to such Change of Control.

“Continuing Director” means, as of any date of determination, any member of the board of directors of the Company who:

(1) was a member of such board of directors on the date of the 2019/2022 Indenture; or

(2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P).

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Rating Agency” means each of Moody’s and S&P; provided , that if either of Moody’s or S&P ceases to provide rating services to issuers or investors, the Company may appoint a replacement for such Rating Agency.

“Rating Event” means with respect to a Change of Control, if the notes of the applicable series carry immediately prior to the Trigger Period (as defined below):

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provided that in making the relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing to the Company that such decision(s) resulted, in whole or in part, from the occurrence of such Change of Control or the first public announcement of the intention to effect such Change of Control.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Certain Covenants

Restrictions on Liens

We will not, and will not cause or permit any of our subsidiaries to, create, suffer to exist, permit, incur or assume any Debt secured by a Mortgage on any of our or our subsidiaries’ Principal Property or any shares of Capital Stock or Debt of any subsidiary without equally and ratably securing each series of the notes. However, the foregoing restrictions will not apply to:

(1) Mortgages existing at the date of the 2019/2022 Indenture;

(2) Mortgages on Principal Property, shares of Capital Stock or Debt of any corporation at the time the corporation becomes our subsidiary;

(3) Mortgages on Principal Property or shares of Capital Stock existing at the time of the acquisition of such Principal Property or Capital Stock by us or our subsidiary;

(4) Mortgages to secure the payment of all or any part of the price of acquisition, construction or improvement of Principal Property or Capital Stock by us or our subsidiary, or to secure any Debt or obligation incurred by us or our subsidiary, prior to, at the time of, or within 180 days after, the later of the acquisition or completion of construction, including any improvements on a Principal Property, which Debt or obligation is incurred for the purpose of financing all or any part of the purchase, construction or improvement of such Principal Property;

(5) Mortgages securing any Debt or obligation of any of our subsidiaries owing to us or to another subsidiary;

(6) Mortgages on property or assets of a corporation existing at the time the corporation is merged into or consolidated with us or our subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to us or our subsidiary;

(7) Mortgages on property or assets of a person existing at the time we merge into or consolidate with this person or at the time of a sale, lease or other disposition of our properties as an entirety or substantially as an entirety to this person;

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(8) Mortgages on our or our subsidiaries’ property or assets in favor of the United States or any State thereof or any department, agency or instrumentality or political subdivision thereof, or in favor of any other country or any political subdivision thereof, to secure partial progress, advance or other payments pursuant to any contract, statute, rule or regulation;

(9) Mortgages on our or our subsidiaries’ property or assets securing Debt or other obligations issued by or owed to the United States, any State thereof or any municipality, or any department, agency or instrumentality or political subdivision of any of the foregoing, or by any other country or any political subdivision thereof for the purpose of financing all or any part of the purchase price of or, in the case of real property, the cost of construction on, relocation of, maintenance of, or improvement of, any property or assets subject to such Mortgages or within the jurisdiction of such entity, or otherwise in connection with any geographic incentivization arrangements, including tax reduction or other economic subsidization arrangements pertaining to local employment;

(10) Mortgages under worker’s compensation laws or similar legislation-and Mortgages or judgments thereunder which are not currently dischargeable, or in connection with bids, tenders, contracts, other than for the payment of money, or leases to which we or any of our subsidiaries is a party, or to secure our or our subsidiaries’ public or statutory obligations, or in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or to secure surety, performance, appeal or customs bonds to which we or our subsidiaries are a party;

(11) Mortgages created by or resulting from any litigation or other proceeding that is being contested in good faith by appropriate proceedings, including Mortgages arising out of judgments or awards against us or our subsidiaries with respect to which we or our subsidiaries are in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; Mortgages relating to final unappealable judgment liens which are satisfied within 60 days of the date of judgment or Mortgages incurred by us or any of our subsidiaries for the purpose of obtaining a stay or discharge in the course of any litigation or proceeding to which we or our subsidiaries is a party;

(12) Mortgages for taxes or assessments or governmental charges or levies not yet delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; Mortgages comprising landlord’s liens or liens of carriers, warehouseman, mechanics and materialman incurred in the ordinary course of business for sums not yet due and payable or which are being contested in good faith by appropriate proceedings; and any other Mortgages incidental to the conduct of our or our subsidiaries’ business or the ownership of our respective property or assets not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of our board of directors, materially impair the use or value of such property or assets;

(13) any extension, renewal or replacement, or successive extensions, renewals or replacements, as a whole or in part, of any Mortgages referred to in the foregoing paragraphs (1) to (12) inclusive; provided that the principal amount of the Debt being extended, renewed or replaced is not increased (other than any increase attributable to accrued and unpaid interest and any fees, expenses and costs, including any prepayment or repurchase premium in connection with such extension, renewal or replacement) and such extension, renewal or replacement, in the case of Debt secured by a Mortgage, shall be limited to all or a part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced plus improvements on such property; and

(14) Mortgages not permitted by paragraphs (1) through (13) above if at the time of and after giving effect to the creation or assumption of any such Mortgage, the aggregate amount of all of our and our subsidiaries’ Debt secured by such Mortgages not so permitted by paragraphs (1) through (13) above, together with the Attributable Debt in respect of Sale and Lease-Back Transactions in respect of Principal Property not otherwise permitted by the covenant described under “— Restrictions on Sale and Lease-Back Transactions”, does not exceed 10% of Consolidated Net Tangible Assets.

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Restrictions on Sale and Lease-Back Transactions

We will not, and will not permit any of our subsidiaries to, enter into any Sale and Lease-Back Transaction in respect of Principal Property unless:

(1) we or such subsidiary would, at the time of entering into such Sale and Lease-Back Transaction, be entitled to incur Debt secured by a Mortgage on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction without equally and ratably securing the notes; or

(2) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to their fair value, as determined by our board of directors, and an amount equal to the net proceeds from the sale of the Principal Property is applied, within 180 days of the Sale and Lease-Back Transaction:

(3) the lease in the Sale and Lease-Back Transaction secures or relates to Debt or other obligations issued by or owed to the United States, any State thereof or any municipality, or any department, agency or instrumentality or political subdivision of any of the foregoing, or by any other country or any political subdivision thereof for the purpose of financing all or any part of the purchase price of or, in the case of real property, the cost of construction on, relocation of, maintenance of, or improvement of, any property or assets subject to such leases or within the jurisdiction of such entity, or otherwise in connection with any geographic incentivization arrangements, including tax reduction or other economic subsidization arrangements pertaining to local employment.

Certain Definitions

“Affiliate” of any person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such person. For the purposes of this definition, “control” when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing.

“Attributable Debt” means, as to any particular lease under which any person is at the time liable, at the date of determination, the total net amount of rent required to be paid by such person under the lease during the remaining term (excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof to the date of determination at the rate of interest per annum implicit in the terms of the lease, as determined in good faith by us, compounded annually. The net amount of rent required to

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be paid under the lease for any such period will be the amount of the rent payable by the lessee with respect to such period, after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges and contingent rents. In the case of any lease terminable by the lessee upon the payment of a penalty, the Company may elect for purposes of the determination of Attributable Debt either (1) that the net amount shall also include the amount of such penalty, but no rent will be considered as required to be paid under the lease subsequent to the first date upon which it may be so terminated or (2) that such penalty be disregarded but that rent be considered as required to the scheduled termination of such lease.

“Capital Stock” means, with respect to any person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such person, including any preferred interest.

“Consolidated Net Tangible Assets” means, on the date of determination, the aggregate amount of assets, less applicable reserves and other properly deductible items, after deducting:

(1) all current liabilities (other than scheduled maturities of Debt previously recorded as long-term debt), and

(2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles,

all as set forth on our and our consolidated subsidiaries’ most recent quarterly balance sheet and computed in accordance with generally accepted accounting principles.

“Debt” means loans, notes, bonds, indentures or other similar evidences of indebtedness for money borrowed.

“Funded Debt” means, on the date of determination, any Debt maturing by its terms more than 12 months from such date, including any Debt renewable or extendible at the option of the borrower to a date later than 12 months from such date of determination.

“Mortgage” means any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance.

“Principal Property” means any manufacturing plant or manufacturing facility:

(1) owned by us or any of our subsidiaries,

(2) located in the continental United States, and

(3) the gross book value of which, on the date of determination, exceeds 2 % of Consolidated Net Tangible Assets,

except any plant or facility which, in the opinion of our board of directors as evidenced by a board resolution, is not of material importance to our and our subsidiaries’ business taken as a whole.

“Sale and Lease-Back Transaction” means any arrangement with any person providing for the leasing by the Company or any subsidiary of any Principal Property, whether owned at the date of the issuance of the notes or thereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and any subsidiary, between any subsidiary and the Company, or between subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such subsidiary to such person with the intent of taking back a lease of such Principal Property.

“Significant Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and the Exchange Act.

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Consolidation, Merger and Sale of Assets

We may not consolidate with or merge into any other person or convey, transfer or lease our properties and assets substantially as an entirety to any person and may not permit any person to consolidate with or merge into us or convey, transfer or lease its properties and assets substantially as an entirety to us unless:

Events of Default

Each of the following is an “Event of Default” under the 2019/2022 Indenture in respect of each series of notes:

(1) default in the payment in respect of the principal of any note when due and payable (whether at stated maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2) default in the payment of any interest upon any note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3) default in the performance, or breach, of any covenant or agreement in the 2019/2022 Indenture by the Company or any Guarantor (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1) or (2) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the 2019/2022 Trustee or to the Company and the 2019/2022 Trustee by the holders of at least 25% in aggregate principal amount of the outstanding notes;

(4) a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the notes) by the Company or any Significant Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $75 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $75 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(5) the entry against the Company or any Significant Subsidiary of a final non-appealable judgment or final non-appealable judgments for the payment of money in an aggregate amount in excess of $75 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

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(6) certain events in bankruptcy, insolvency or reorganization affecting the Company or any Significant Subsidiary (or any group of subsidiaries that, taken together, would constitute a Significant Subsidiary); or

(7) except as permitted by the 2019/2022 Indenture, any guarantee of the notes of any Significant Subsidiary (or any group of subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect.

If an Event of Default (other than an Event of Default specified in clause (6) above with respect to the Company) occurs and is continuing, then and in every such case the 2019/2022 Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding notes issued pursuant to the 2019/2022 Indenture (including any additional notes issued pursuant to the 2019/2022 Indenture) may declare the principal of all of the outstanding notes and any accrued interest on the notes to be due and payable immediately by a notice in writing to the Company (and to the 2019/2022 Trustee if given by holders of the notes); provided , however , that after such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the outstanding notes issued pursuant to the 2019/2022 Indenture may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the notes, have been cured or waived as provided in the 2019/2022 Indenture.

In the event of a declaration of acceleration of the notes solely because an Event of Default described in clause (4) above has occurred and is continuing, the declaration of acceleration of the notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured or waived by the holders of the relevant Debt within 20 business days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the 2019/2022 Trustee for the payment of amounts due on the notes.

If an Event of Default specified in clause (6) above occurs with respect to the Company, the principal of and any accrued interest on the notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the 2019/2022 Trustee or any holder. For further information as to waiver of defaults, see “— Amendment, Supplement and Waiver.” The 2019/2022 Trustee may withhold from holders of the notes notice of any default (except default in payment of principal of, premium, if any, and interest) if the 2019/2022 Trustee determines that withholding notice is in the interests of the holders.

No holder of any note will have any right to institute any proceeding with respect to the 2019/2022 Indenture or for any remedy thereunder, unless such holder shall have previously given to the 2019/2022 Trustee written notice of a continuing Event of Default and unless also the holders of at least 25% in aggregate principal amount of the outstanding notes shall have made written request to the 2019/2022 Trustee, and provided indemnity reasonably satisfactory to the 2019/2022 Trustee, to institute such proceeding as 2019/2022 Trustee, and the 2019/2022 Trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a holder of a note directly (as opposed to through the 2019/2022 Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such note on or after the respective due dates expressed in such note.

The Company will be required to furnish to the 2019/2022 Trustee annually a statement as to the performance of certain obligations under the 2019/2022 Indenture and as to any default in such performance. The Company also is required to notify the 2019/2022 Trustee if it becomes aware of the occurrence of any default or Event of Default.

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Amendment, Supplement and Waiver

Without the consent of any holders of either series of notes, the Company, the Guarantors and the 2019/2022 Trustee, at any time and from time to time, may enter into one or more supplemental indentures to the 2019/2022 Indenture and any of the notes for any of the following purposes:

(1) to evidence the succession of another person to the Company and the assumption by any such successor of the covenants of the Company in the 2019/2022 Indenture and any guarantee and in the notes;

(2) to add to the covenants of the Company for the benefit of the holders, or to surrender any right or power herein conferred upon the Company;

(3) to add additional Events of Default;

(4) to provide for uncertificated notes of either series in addition to or in place of the certificated notes of such series;

(5) to evidence and provide for the acceptance of appointment under the 2019/2022 Indenture by a successor trustee;

(6) to provide for or confirm the issuance of additional notes in accordance with the terms of the 2019/2022 Indenture;

(7) to add a Guarantor or to release a Guarantor in accordance with the 2019/2022 Indenture;

(8) to cure any ambiguity, defect, omission, mistake or inconsistency;

(9) to make any other provisions with respect to matters or questions arising under the 2019/2022 Indenture, provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the holders of either series of notes in any material respect, as determined in good faith by the board of directors of the Company;

(10) to conform the text of the 2019/2022 Indenture or the notes to any provision of this “Description of Notes — 2019 Notes and 2022 Notes” to the extent that the 2019/2022 Trustee has received an officers’ certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in this “Description of Notes — 2019 Notes and 2022 Notes”; or

(11) to effect or maintain the qualification of the 2019/2022 Indenture under the Trust Indenture Act.

With the consent of the holders of not less than a majority in aggregate principal amount of the notes issued pursuant to the 2019/2022 Indenture (including any additional notes issued pursuant to the 2019/2022 Indenture) and then-outstanding, voting as a single class, the Company and the 2019/2022 Trustee may enter into an indenture or supplemental indentures to the 2019/2022 Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the 2019/2022 Indenture or the notes or of modifying in any manner the rights of the holders of the notes under the 2019/2022 Indenture, including the definitions therein; provided that (i) if any such supplemental indenture would by its terms disproportionately and adversely affect either series of notes under the 2019/2022 Indenture, such supplemental indenture shall also require the consent of the holders of at least a majority in principal amount of the then-outstanding notes of such series and (ii) if any such supplemental indenture would only affect the notes of one series of notes, then only the consent of the holders of at least a majority in principal amount of the then-outstanding notes of such affected series (and not the consent of at least a majority in principal amount of all notes issued under the 2019/2022 Indenture and then-outstanding) shall be required; and provided , further , that no such supplemental indenture shall, without the consent of the holder of each outstanding note affected thereby:

(1) change the stated maturity of any note or of any installment of interest on any note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or

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change the place of payment where, or the coin or currency in which, any note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof, or change the date on which any notes may be subject to redemption or reduce the redemption price therefor;

(2) reduce the percentage in aggregate principal amount of the outstanding notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the 2019/2022 Indenture or certain defaults thereunder and their consequences) provided for in the 2019/2022 Indenture;

(3) modify or change any provision of the 2019/2022 Indenture affecting the ranking of any notes or any guarantee of any notes in a manner adverse to the holders of such notes;

(4) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the 2019/2022 Indenture cannot be modified or waived without the consent of the holder of each outstanding note affected thereby; or

(5) without the consent of the holders of 66  ² / ₃ % in aggregate principal amount of the notes, release any Guarantor from its guarantee of the notes that is required to be maintained under the 2019/2022 Indenture (other than in accordance with the terms of the 2019/2022 Indenture).

The holders of not less than a majority in aggregate principal amount of the notes issued pursuant to the 2019/2022 Indenture (including any additional notes issued pursuant to the 2019/2022 Indenture) and then-outstanding, voting as a single class, may on behalf of the holders of all the notes issued pursuant to the 2019/2022 Indenture waive any past default under the 2019/2022 Indenture and its consequences; provided that (i) if any such waiver would by its terms disproportionately and adversely affect either series of notes under the 2019/2022 Indenture, such waiver shall also require the consent of the holders of at least a majority in principal amount of the then-outstanding notes of such series and (ii) if any such waiver would only affect the notes of one series, then only the consent of the holders of at least a majority in principal amount of the then-outstanding notes of such affected series (and not the consent of at least a majority in principal amount of all notes issued under the 2019/2022 Indenture and then-outstanding) shall be required; and provided , further , that no waiver shall be effective without the consent of the holder of each outstanding note affected thereby in the case of a default:

(1) in any payment in respect of the principal of (or premium, if any) or interest on any notes (including any note which is required to have been purchased pursuant to an offer to purchase which has been made by the Company), or

(2) in respect of a covenant or provision hereof which under the 2019/2022 Indenture cannot be modified or amended without the consent of the holder of each outstanding note affected.

Satisfaction and Discharge of the 2019/2022 Indenture; Defeasance

The Company may terminate the obligations of it and any Guarantor under the 2019/2022 Indenture with respect to a series of notes when:

(1) either: (A) notes of such series theretofore authenticated and delivered have been delivered to the 2019/2022 Trustee for cancellation, or (B) all notes of such series not theretofore delivered to the 2019/2022 Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption (a “Discharge”) under irrevocable arrangements satisfactory to the 2019/2022 Trustee for the giving of notice of redemption by the 2019/2022 Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the 2019/2022 Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the notes of such series, not theretofore delivered to the 2019/2022 Trustee for cancellation, for principal of, premium, if any, and interest to the stated maturity or date of redemption;

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(2) the Company has paid or caused to be paid all other sums then due and payable under the 2019/2022 Indenture with respect to such series of notes by the Company;

(3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(4) the Company has delivered irrevocable instructions to the 2019/2022 Trustee under the 2019/2022 Indenture to apply the deposited money toward the payment of the notes of such series at maturity or on the redemption date, as the case may be; and

(5) the Company has delivered to the 2019/2022 Trustee an officers’ certificate and an opinion of counsel reasonably acceptable to the 2019/2022 Trustee, each stating that all conditions precedent under the 2019/2022 Indenture relating to the Discharge have been complied with.

The Company may elect, at its option, to have its and the Guarantors’ obligations discharged with respect to the outstanding notes of a series (“defeasance”). Such defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding notes of such series, except for:

(1) the rights of holders of such notes to receive payments in respect of the principal of and any premium and interest on such notes when payments are due,

(2) the Company’s obligations with respect to such notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust,

(3) the rights, powers, trusts, duties and immunities of the 2019/2022 Trustee, and

(4) the defeasance provisions of the 2019/2022 Indenture.

In addition, the Company may elect, at its option, to have its and the Guarantors’ obligations released with respect to certain covenants, including, without limitation, its obligation to make a Change of Control Offer in connection with any Change of Control Triggering Event, in the 2019/2022 Indenture (“covenant defeasance”) and any omission to comply with such obligation shall not constitute a default or an Event of Default with respect to the notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the notes. If the Company exercises its defeasance option or its covenant defeasance option, each Guarantor will be released from all its obligations under its guarantee of the notes.

In order to exercise either defeasance or covenant defeasance with respect to outstanding notes of a series:

(1) the Company must irrevocably have deposited or caused to be deposited with the 2019/2022 Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the holders of such notes of such series: (A) money in an amount, or (B) non-callable U.S. government obligations, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the entire indebtedness in respect of the principal of and premium, if any, and interest on such notes on the stated maturity thereof or the redemption date thereof, as the case may be, in accordance with the terms of the 2019/2022 Indenture and such notes;

(2) in the case of defeasance, the Company shall have delivered to the 2019/2022 Trustee an opinion of counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the 2019/2022 Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based

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thereon such opinion shall confirm that, the holders of such notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;

(3) in the case of covenant defeasance, the Company shall have delivered to the 2019/2022 Trustee an opinion of counsel to the effect that the holders of such outstanding notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;

(4) no Event of Default with respect to the outstanding notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Mortgage to secure such borrowing);

(5) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than the 2019/2022 Indenture) to which the Company is a party or by which the Company is bound; and

(6) the Company shall have delivered to the 2019/2022 Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with.

Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a defeasance need not to be delivered if all notes not therefore delivered to the 2019/2022 Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at stated maturity within one year under arrangements satisfactory to the 2019/2022 Trustee for the giving of notice of redemption by the 2019/2022 Trustee in the name, and at the expense, of the Company.

The Trustee

HSBC Bank USA, National Association, is trustee under the 2019/2022 Indenture and paying agent and registrar for the notes. The 2019/2022 Trustee from time to time may extend credit to the Company in the normal course of business. Except during the continuance of an Event of Default, the 2019/2022 Trustee will perform only such duties as are specifically set forth in the 2019/2022 Indenture. During the continuance of an Event of Default that has not been cured or waived, the 2019/2022 Trustee will exercise such of the rights and powers vested in it by the 2019/2022 Indenture and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The 2019/2022 Indenture and the Trust Indenture Act contain certain limitations on the rights of the 2019/2022 Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The 2019/2022 Trustee will be permitted to engage in other transactions; however, if it acquires any “conflicting interest” (as defined in the Trust Indenture Act) it must eliminate such conflict within 90 days, apply to the Securities and Exchange Commission for permission to continue or resign.

The holders of a majority in principal amount of the outstanding notes of each series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the 2019/2022 Trustee or exercising any trust or power conferred on the 2019/2022 Trustee with respect to such series, subject to certain exceptions. The 2019/2022 Indenture provides that in case an Event of Default has occurred and is continuing, the 2019/2022 Trustee shall exercise such of the rights and powers vested in it by the 2019/2022 Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Subject to such provisions, the 2019/2022

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Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the 2019/2022 Indenture at the request or direction of any of the holders pursuant to the 2019/2022 Indenture, unless such holders shall have provided to the 2019/2022 Trustee security or indemnity reasonably satisfactory to the 2019/2022 Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of the Company or the Guarantors on the notes or under the 2019/2022 Indenture or any related documents, any certificate or other writing delivered in connection therewith, against (i) the 2019/2022 Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, agent, officer, director, employee, agent, successor or assign of the 2019/2022 Trustee, each in its individual capacity, or (iii) any holder of equity in the 2019/2022 Trustee.

No Personal Liability of Stockholders, Partners, Officers or Directors

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Company or any of its subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Company under the notes, any guarantee of the notes or the 2019/2022 Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes.

Governing Law

The 2019/2022 Indenture and the notes and the guarantees of the notes are governed by, and will be construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof.

2020 Notes and 2023 Notes

General

The 2020 Notes are limited to $350.0 million aggregate principal amount. The 2023 Notes are limited to $350.0 million aggregate principal amount. We refer to the 2020 Notes and the 2023 Notes in this section as the “notes.” We issued the Original 2020 Notes and Original 2023 Notes and will issue the Exchange 2020 Notes and Exchange 2023 Notes under the same 2020/2023 Indenture.

We may, without notice to or the consent of the holders of the 2020 Notes, issue additional notes having identical terms as the 2020 Notes, except for issue date, issue price and first interest payment date, in an unlimited aggregate principal amount. Any such additional notes will be part of the same series as the 2020 Notes and will be treated as one class with the 2020 Notes, including for purposes of waivers, amendments and redemptions.

We may, without notice to or the consent of the holders of the 2023 Notes, issue additional notes having identical terms as the 2023 Notes, except for issue date, issue price and first interest payment date, in an unlimited aggregate principal amount. Any such additional notes will be part of the same series as the 2023 Notes and will be treated as one class with the 2023 Notes, including for purposes of waivers, amendments and redemptions.

The 2020 Notes will bear interest at the rate of 3.500% per annum. The 2020 Notes will mature on March 1, 2020. Interest on the 2020 Notes will be payable semiannually on March 1 and September 1 of each year to the persons in whose names the notes are registered, subject to certain exceptions, at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date. The 2020 Notes will accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each.

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The 2023 Notes will bear interest at the rate of 4.000% per annum. The 2023 Notes will mature on March 1, 2023. Interest on the 2023 Notes will be payable semiannually on March 1 and September 1 of each year to the persons in whose names the notes are registered, subject to certain exceptions, at the close of business on February 15 or August 15, as the case may be, next preceding such interest payment date. The 2023 Notes will accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each.

If any interest payment date, stated maturity date or redemption date is not a Business Day, the payment otherwise required to be made on such date will be made on the next Business Day without any additional payment as a result of such delay.

The notes will not be entitled to the benefit of any sinking fund.

The notes will be issued only in fully registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will be payable at the corporate trust office of the paying agent, which initially will be an office or agency of the 2020/2023 Trustee, or an office or agency maintained by us for such purpose, in the Borough of Manhattan, The City of New York. Notes may be presented for exchange or registration of transfer at the office of the security registrar, which initially will be an office or agency of the 2020/2023 Trustee.

The Guarantees

As of the issue date of the Exchange 2020 Notes and the Exchange 2023 Notes, the Exchange 2020 Notes and the Exchange 2023 Notes will be guaranteed, on a full, joint and several basis, by each of our domestic subsidiaries (the “Guarantors”) that currently guarantees the Original 2020 Notes and Original 2023 Notes, which are our domestic subsidiaries that guarantee our obligations under Specified Indebtedness, including each of our domestic subsidiaries that guarantees the Senior Credit Facility, our 2019 Notes and our 2022 Notes. The 2020/2023 Indenture provides that the obligations of each Guarantor under its guarantee of the notes will be limited to the maximum amount as will result in the obligations of such Guarantor under its guarantee of the notes not to be deemed to constitute a fraudulent conveyance or fraudulent transfer under federal or state law.

Subject to the provisions of the 2020/2023 Indenture described below related to the release of guarantees, a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such guarantor is the surviving person), another person, unless the person acquiring the property in any such sale or disposition or the person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) unconditionally assumes all the obligations of such Guarantor under the 2020/2023 Indenture and its guarantee, pursuant to a joinder to the 2020/2023 Indenture or a supplemental indenture in form and substance reasonably satisfactory to the 2020/2023 Trustee or by operation of law.

Under the 2020/2023 Indenture, the holders of the notes will be deemed to have consented to the release of the guarantee of the notes provided by a Guarantor if such Guarantor ceases to guarantee the Senior Credit Facility and any other Credit Facility Debt and Capital Markets Debt of the Company then outstanding. Accordingly, if the lenders under any Credit Facility Debt (including, the Senior Credit Facility) or any Capital Markets Debt agree to release a Guarantor from its guarantee of such Credit Facility Debt or such Capital Markets Debt, or if such Credit Facility Debt or Capital Markets Debt is repaid in full, the obligations of such subsidiary to guarantee the notes will immediately terminate, unless such subsidiary thereafter continues to guarantee any other Credit Facility Debt or Capital Markets Debt. If any of the Company’s domestic subsidiaries guarantee any Specified Indebtedness of the Company, then such subsidiaries will be required to guarantee the notes. In addition, the 2020/2023 Indenture provides that in the event:

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then such Guarantor (or the person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its guarantee of the notes of such series. At the request of the Company, the 2020/2023 Trustee will execute and deliver any documents, instructions or instruments evidencing the consent of the holders to any such release.

For purposes of the foregoing discussion, the following definitions apply:

“Capital Markets Debt” means any debt of the Company for borrowed money that (i) is in the form of, or represented by, bonds, notes, debentures or other securities (other than promissory notes or similar evidences of debt under a credit agreement) and (ii) has an aggregate principal amount outstanding of at least $25.0 million.

“Credit Facility Debt” means any debt of the Company for borrowed money that (i) is incurred pursuant to a credit agreement, including pursuant to the Senior Credit Facility, or other agreement providing for revolving credit loans, term loans or other long-term debt entered into between the Company and any lender or group of lenders and (ii) has an aggregate principal amount outstanding or committed of at least $25.0 million.

“Senior Credit Facility” means the Credit Agreement, dated as of May 27, 2011, as amended by Amendment No. 1, dated as of December 2, 2011 and as further amended by Amendment No. 2, dated as of March 30, 2012, among the Company, Rock-Tenn Company of Canada, certain of the Company’s subsidiaries, the lenders party thereto, 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, as further amended or replaced from time to time.

“Specified Indebtedness” means Debt of the Company under the Senior Credit Facility or any Capital Markets Debt or Credit Facility Debt.

Ranking

The notes will be our unsubordinated unsecured obligations and will rank equal in right of payment with all of our other existing and future unsecured and unsubordinated debt. The notes will be effectively subordinated to our existing and future unsubordinated secured indebtedness to the extent of the assets securing that indebtedness. The notes will be structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries that do not guarantee the notes, including trade payables. This means that holders of the notes will have a junior position to the claims of creditors of our direct and indirect subsidiaries that do not guarantee the notes on the assets and earnings of such subsidiaries. The 2020/2023 Indenture does not limit the amount of debt that we or our subsidiaries are permitted to incur.

Each guarantee of the notes will be an unsubordinated unsecured obligation of the applicable Guarantor and will rank equal in right of payment with all existing and future unsubordinated debt of such Guarantor. Each guarantee of the notes will be effectively subordinated to all existing and future unsubordinated secured indebtedness of the applicable Guarantor to the extent of the assets securing that indebtedness.

Optional Redemption

Upon not less than 30 nor more than 60 days’ notice, we may redeem notes of either series, in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), as set forth below.

At any time, we may redeem the 2020 Notes at a redemption price equal to the greater of:

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At any time before December 1, 2022, we may redeem the 2023 Notes at a redemption price equal to the greater of:

At any time on or after December 1, 2022, we may redeem the 2023 Notes at a redemption price equal to 100% of the principal amount of the 2023 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

For purposes of the foregoing discussion, the following definitions apply:

“Business Day” means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business in New York, New York.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes of the applicable series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes of the applicable series.

“Comparable Treasury Price” means, as determined by the Company, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“Independent Investment Banker” means an independent investment banking institution of national standing appointed by us.

“Reference Treasury Dealers” means (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and a Primary Treasury Dealer (as defined herein) selected by each of SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC and their respective successors; provided, however , that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer; and (ii) one other Primary Treasury Dealer selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date (or, in the case of discharge or defeasance prior to a redemption date, on the third Business Day preceding the date of the deposit of funds with the 2020/2023 Trustee).

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“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding such redemption date (or, in the case of discharge or defeasance prior to a redemption date, on the third Business Day preceding the date of the deposit of funds with the 2020/2023 Trustee).

Change of Control Offer

If a Change of Control Triggering Event with respect to a series of notes occurs, unless we have exercised our right to redeem the notes of such series as described under “— Optional Redemption,” each holder of the notes of such series will have the right to require us to purchase all or a portion (equal to $2,000 principal amount and any integral multiples of $1,000 in excess thereof) of such holder’s notes of such series pursuant to the offer described below (a “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of the notes of the applicable series repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the “Change of Control Payment”), subject to the rights of holders of notes of such series on the relevant record date to receive interest due on the relevant interest payment date.

We will be required to send a notice to each holder of the notes of the applicable series by first class mail, with a copy to the 2020/2023 Trustee, within 30 days following the date upon which any Change of Control Triggering Event occurred, or at our option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the Change of Control Offer and will describe, among other things, the transaction that constitutes or may constitute the Change of Control Triggering Event and the purchase date. The purchase date will be at least 30 days but no more than 60 days from the date such notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). If the notice is mailed prior to the date of consummation of the Change of Control, the notice will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of the notes electing to have their notes purchased pursuant to a Change of Control Offer will be required to surrender their notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse completed, to the paying agent at the address specified in the notice, or transfer their notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.

On the Change of Control Payment Date, we will, to the extent lawful:

We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable, in connection with the repurchase of notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the notes by virtue of any such conflict.

Rock-Tenn Company will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by Rock-Tenn Company and such third party purchases all of the notes properly tendered and not withdrawn under its offer.

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The Change of Control Triggering Event feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Rock-Tenn Company and, thus, the removal of incumbent management. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. As contemplated by the definition of Change of Control, we could enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the 2020/2023 Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or the credit ratings of the notes. Restrictions on our ability to incur liens and enter into sale and leaseback transactions are contained in the covenants described under the captions “— Certain Covenants — Restrictions on Liens” and “— Restrictions on Sale and Lease-Back Transactions.” Except for the limitations contained in such covenants and the covenant relating to repurchases upon the occurrence of a Change of Control Repurchase Event, the 2020/2023 Indenture does not contain any covenants or provisions that may afford holders of the notes protection in the event of a highly leveraged transaction.

We may not have sufficient funds to repurchase all the notes upon a Change of Control Triggering Event. Even if we have sufficient funds, we may be prohibited from repurchasing the notes under the terms of our existing or future debt instruments. See “Risk Factors — Risks Relating to the Notes — We may not have the funds to purchase the Notes tendered in connection with a change of control offer as required by the indentures governing the Notes.”

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder with respect to either series of notes to require us to repurchase the notes of the applicable series as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets and the assets of our subsidiaries, taken as a whole, to another person or group may be uncertain. In addition, under a Delaware Chancery Court interpretation of the definition of “Continuing Directors,” a board of directors may approve, for purposes of such definition, a slate of shareholder-nominated directors without endorsing them or while simultaneously recommending and endorsing its own slate instead. The foregoing interpretation would permit our board to approve a slate of directors that included a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a “Change of Control Triggering Event” that would trigger your right to require us to repurchase your notes as described above.

For purposes of the foregoing discussion, the following definitions apply:

“Change of Control” means the occurrence of any one of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries;

(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares;

(3) the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the

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Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person immediately after giving effect to such transaction;

(4) the first day on which the majority of the members of the board of directors of the Company cease to be Continuing Directors; or

(5) the adoption of a plan relating to the liquidation or dissolution of the Company.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event that relates to such Change of Control.

“Continuing Director” means, as of any date of determination, any member of the board of directors of the Company who:

(1) was a member of such board of directors on the date of the 2020/2023 Indenture; or

(2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P).

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Rating Agency” means each of Moody’s and S&P; provided , that if either of Moody’s or S&P ceases to provide rating services to issuers or investors, the Company may appoint a replacement for such Rating Agency.

“Rating Event” means with respect to a Change of Control, if the notes of the applicable series carry immediately prior to the Trigger Period (as defined below):

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provided that in making the relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing to the Company that such decision(s) resulted, in whole or in part, from the occurrence of such Change of Control or the first public announcement of the intention to effect such Change of Control.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Certain Covenants

Restrictions on Liens

We will not, and will not cause or permit any of our subsidiaries to, create, suffer to exist, permit, incur or assume any Debt secured by a Mortgage on any of our or our subsidiaries’ Principal Property or any shares of Capital Stock or Debt of any subsidiary without equally and ratably securing each series of the notes. However, the foregoing restrictions will not apply to:

(1) Mortgages existing at the date of the 2020/2023 Indenture;

(2) Mortgages on Principal Property, shares of Capital Stock or Debt of any corporation at the time the corporation becomes our subsidiary;

(3) Mortgages on Principal Property or shares of Capital Stock existing at the time of the acquisition of such Principal Property or Capital Stock by us or our subsidiary;

(4) Mortgages to secure the payment of all or any part of the price of acquisition, construction or improvement of Principal Property or Capital Stock by us or our subsidiary, or to secure any Debt or obligation incurred by us or our subsidiary, prior to, at the time of, or within 180 days after, the later of the acquisition or completion of construction, including any improvements on a Principal Property, which Debt or obligation is incurred for the purpose of financing all or any part of the purchase, construction or improvement of such Principal Property;

(5) Mortgages securing any Debt or obligation of any of our subsidiaries owing to us or to another subsidiary;

(6) Mortgages on property or assets of a corporation existing at the time the corporation is merged into or consolidated with us or our subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to us or our subsidiary;

(7) Mortgages on property or assets of a person existing at the time we merge into or consolidate with this person or at the time of a sale, lease or other disposition of our properties as an entirety or substantially as an entirety to this person;

(8) Mortgages on our or our subsidiaries’ property or assets in favor of the United States or any State thereof or any department, agency or instrumentality or political subdivision thereof, or in favor of any other country or any political subdivision thereof, to secure partial progress, advance or other payments pursuant to any contract, statute, rule or regulation;

(9) Mortgages on our or our subsidiaries’ property or assets securing Debt or other obligations issued by or owed to the United States, any State thereof or any municipality, or any department, agency or instrumentality or political subdivision of any of the foregoing, or by any other country or any political

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subdivision thereof for the purpose of financing all or any part of the purchase price of or, in the case of real property, the cost of construction on, relocation of, maintenance of, or improvement of, any property or assets subject to such Mortgages or within the jurisdiction of such entity, or otherwise in connection with any geographic incentivization arrangements, including tax reduction or other economic subsidization arrangements pertaining to local employment;

(10) Mortgages under worker’s compensation laws or similar legislation-and Mortgages or judgments thereunder which are not currently dischargeable, or in connection with bids, tenders, contracts, other than for the payment of money, or leases to which we or any of our subsidiaries is a party, or to secure our or our subsidiaries’ public or statutory obligations, or in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or to secure surety, performance, appeal or customs bonds to which we or our subsidiaries are a party;

(11) Mortgages created by or resulting from any litigation or other proceeding that is being contested in good faith by appropriate proceedings, including Mortgages arising out of judgments or awards against us or our subsidiaries with respect to which we or our subsidiaries are in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; Mortgages relating to final unappealable judgment liens which are satisfied within 60 days of the date of judgment or Mortgages incurred by us or any of our subsidiaries for the purpose of obtaining a stay or discharge in the course of any litigation or proceeding to which we or our subsidiaries is a party;

(12) Mortgages for taxes or assessments or governmental charges or levies not yet delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; Mortgages comprising landlord’s liens or liens of carriers, warehouseman, mechanics and materialman incurred in the ordinary course of business for sums not yet due and payable or which are being contested in good faith by appropriate proceedings; and any other Mortgages incidental to the conduct of our or our subsidiaries’ business or the ownership of our respective property or assets not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of our board of directors, materially impair the use or value of such property or assets;

(13) any extension, renewal or replacement, or successive extensions, renewals or replacements, as a whole or in part, of any Mortgages referred to in the foregoing paragraphs (1) to (12) inclusive; provided that the principal amount of the Debt being extended, renewed or replaced is not increased (other than any increase attributable to accrued and unpaid interest and any fees, expenses and costs, including any prepayment or repurchase premium in connection with such extension, renewal or replacement) and such extension, renewal or replacement, in the case of Debt secured by a Mortgage, shall be limited to all or a part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced plus improvements on such property; and

(14) Mortgages not permitted by paragraphs (1) through (13) above if at the time of and after giving effect to the creation or assumption of any such Mortgage, the aggregate amount of all of our and our subsidiaries’ Debt secured by such Mortgages not so permitted by paragraphs (1) through (13) above, together with the Attributable Debt in respect of Sale and Lease-Back Transactions in respect of Principal Property not otherwise permitted by the covenant described under “— Restrictions on Sale and Lease-Back Transactions”, does not exceed 10% of Consolidated Net Tangible Assets.

Restrictions on Sale and Lease-Back Transactions

We will not, and will not permit any of our subsidiaries to, enter into any Sale and Lease-Back Transaction in respect of Principal Property unless:

(1) we or such subsidiary would, at the time of entering into such Sale and Lease-Back Transaction, be entitled to incur Debt secured by a Mortgage on the Principal Property to be leased in an amount at least

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equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction without equally and ratably securing the notes; or

(2) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to their fair value, as determined by our board of directors, and an amount equal to the net proceeds from the sale of the Principal Property is applied, within 180 days of the Sale and Lease-Back Transaction:

(3) the lease in the Sale and Lease-Back Transaction secures or relates to Debt or other obligations issued by or owed to the United States, any State thereof or any municipality, or any department, agency or instrumentality or political subdivision of any of the foregoing, or by any other country or any political subdivision thereof for the purpose of financing all or any part of the purchase price of or, in the case of real property, the cost of construction on, relocation of, maintenance of, or improvement of, any property or assets subject to such leases or within the jurisdiction of such entity, or otherwise in connection with any geographic incentivization arrangements, including tax reduction or other economic subsidization arrangements pertaining to local employment.

Certain Definitions

“Affiliate” of any person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such person. For the purposes of this definition, “control” when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing.

“Attributable Debt” means, as to any particular lease under which any person is at the time liable, at the date of determination, the total net amount of rent required to be paid by such person under the lease during the remaining term (excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof to the date of determination at the rate of interest per annum implicit in the terms of the lease, as determined in good faith by us, compounded annually. The net amount of rent required to be paid under the lease for any such period will be the amount of the rent payable by the lessee with respect to such period, after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges and contingent rents. In the case of any lease terminable by the lessee upon the payment of a penalty, the Company may elect for purposes of the determination of Attributable Debt either (1) that the net amount shall also include the amount of such penalty, but no rent will be considered as required to be paid under the lease subsequent to the first date upon which it may be so terminated or (2) that such penalty be disregarded but that rent be considered as required to the scheduled termination of such lease.

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“Capital Stock” means, with respect to any person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such person, including any preferred interest.

“Consolidated Net Tangible Assets” means, on the date of determination, the aggregate amount of assets, less applicable reserves and other properly deductible items, after deducting:

(1) all current liabilities (other than scheduled maturities of Debt previously recorded as long-term debt), and

(2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles,

all as set forth on our and our consolidated subsidiaries’ most recent quarterly balance sheet and computed in accordance with generally accepted accounting principles.

“Debt” means loans, notes, bonds, indentures or other similar evidences of indebtedness for money borrowed.

“Funded Debt” means, on the date of determination, any Debt maturing by its terms more than 12 months from such date, including any Debt renewable or extendible at the option of the borrower to a date later than 12 months from such date of determination.

“Mortgage” means any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance.

“Principal Property” means any manufacturing plant or manufacturing facility:

(1) owned by us or any of our subsidiaries,

(2) located in the continental United States, and

(3) the gross book value of which, on the date of determination, exceeds 2% of Consolidated Net Tangible Assets,

except any plant or facility which, in the opinion of our board of directors as evidenced by a board resolution, is not of material importance to our and our subsidiaries’ business taken as a whole.

“Sale and Lease-Back Transaction” means any arrangement with any person providing for the leasing by the Company or any subsidiary of any Principal Property, whether owned at the date of the issuance of the notes or thereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and any subsidiary, between any subsidiary and the Company, or between subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such subsidiary to such person with the intent of taking back a lease of such Principal Property.

“Significant Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and the Exchange Act.

Consolidation, Merger and Sale of Assets

We may not consolidate with or merge into any other person or convey, transfer or lease our properties and assets substantially as an entirety to any person and may not permit any person to consolidate with or merge into us or convey, transfer or lease its properties and assets substantially as an entirety to us unless:

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Events of Default

Each of the following is an “Event of Default” under the 2020/2023 Indenture in respect of each series of notes:

(1) default in the payment in respect of the principal of any note when due and payable (whether at stated maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2) default in the payment of any interest upon any note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3) default in the performance, or breach, of any covenant or agreement in the 2020/2023 Indenture by the Company or any Guarantor (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1) or (2) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the 2020/2023 Trustee or to the Company and the 2020/2023 Trustee by the holders of at least 25% in aggregate principal amount of the outstanding notes;

(4) a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the notes) by the Company or any Significant Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $75 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $75 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(5) the entry against the Company or any Significant Subsidiary of a final non-appealable judgment or final non-appealable judgments for the payment of money in an aggregate amount in excess of $75 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

(6) certain events in bankruptcy, insolvency or reorganization affecting the Company or any Significant Subsidiary (or any group of subsidiaries that, taken together, would constitute a Significant Subsidiary); or

(7) except as permitted by the 2020/2023 Indenture, any guarantee of the notes of any Significant Subsidiary (or any group of subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect.

If an Event of Default (other than an Event of Default specified in clause (6) above with respect to the Company) occurs and is continuing, then and in every such case the 2020/2023 Trustee or the holders of not less

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than 25% in aggregate principal amount of the outstanding notes issued pursuant to the 2020/2023 Indenture (including any additional notes issued pursuant to the 2020/2023 Indenture) may declare the principal of all of the outstanding notes and any accrued interest on the notes to be due and payable immediately by a notice in writing to the Company (and to the 2020/2023 Trustee if given by holders of the notes); provided , however , that after such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the outstanding notes issued pursuant to the 2020/2023 Indenture may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the notes, have been cured or waived as provided in the 2020/2023 Indenture.

In the event of a declaration of acceleration of the notes solely because an Event of Default described in clause (4) above has occurred and is continuing, the declaration of acceleration of the notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured or waived by the holders of the relevant Debt within 20 business days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the 2020/2023 Trustee for the payment of amounts due on the notes.

If an Event of Default specified in clause (6) above occurs with respect to the Company, the principal of and any accrued interest on the notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the 2020/2023 Trustee or any holder. For further information as to waiver of defaults, see “— Amendment, Supplement and Waiver.” The 2020/2023 Trustee may withhold from holders of the notes notice of any default (except default in payment of principal of, premium, if any, and interest) if the 2020/2023 Trustee determines that withholding notice is in the interests of the holders.

No holder of any note will have any right to institute any proceeding with respect to the 2020/2023 Indenture or for any remedy thereunder, unless such holder shall have previously given to the 2020/2023 Trustee written notice of a continuing Event of Default and unless also the holders of at least 25% in aggregate principal amount of the outstanding notes shall have made written request to the 2020/2023 Trustee, and provided indemnity satisfactory to the 2020/2023 Trustee, to institute such proceeding as 2020/2023 Trustee, and the 2020/2023 Trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a holder of a note directly (as opposed to through the 2020/2023 Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such note on or after the respective due dates expressed in such note.

The Company will be required to furnish to the 2020/2023 Trustee annually a statement as to the performance of certain obligations under the 2020/2023 Indenture and as to any default in such performance. The Company also is required to notify the 2020/2023 Trustee if it becomes aware of the occurrence of any default or Event of Default.

Amendment, Supplement and Waiver

Without the consent of any holders of either series of notes, the Company, the Guarantors and the 2020/2023 Trustee, at any time and from time to time, may enter into one or more supplemental indentures to the 2020/2023 Indenture and any of the notes for any of the following purposes:

(1) to evidence the succession of another person to the Company and the assumption by any such successor of the covenants of the Company in the 2020/2023 Indenture and any guarantee and in the notes;

(2) to add to the covenants of the Company for the benefit of the holders, or to surrender any right or power herein conferred upon the Company;

(3) to add additional Events of Default;

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(4) to provide for uncertificated notes of either series in addition to or in place of the certificated notes of such series;

(5) to evidence and provide for the acceptance of appointment under the 2020/2023 Indenture by a successor trustee;

(6) to provide for or confirm the issuance of additional notes in accordance with the terms of the 2020/2023 Indenture;

(7) to add a Guarantor or to release a Guarantor in accordance with the 2020/2023 Indenture;

(8) to cure any ambiguity, defect, omission, mistake or inconsistency;

(9) to make any other provisions with respect to matters or questions arising under the 2020/2023 Indenture, provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the holders of either series of notes in any material respect, as determined in good faith by the board of directors of the Company;

(10) to conform the text of the 2020/2023 Indenture or the notes to any provision of this “Description of Notes — 2020 Notes and 2023 Notes” to the extent that the 2020/2023 Trustee has received an officers’ certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in this “Description of Notes — 2020 Notes and 2023 Notes”; or

(11) to effect or maintain the qualification of the 2020/2023 Indenture under the Trust Indenture Act.

With the consent of the holders of not less than a majority in aggregate principal amount of the notes issued pursuant to the 2020/2023 Indenture (including any additional notes issued pursuant to the 2020/2023 Indenture) and then-outstanding, voting as a single class, the Company and the 2020/2023 Trustee may enter into an indenture or supplemental indentures to the 2020/2023 Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the 2020/2023 Indenture or the notes or of modifying in any manner the rights of the holders of the notes under the 2020/2023 Indenture, including the definitions therein; provided that (i) if any such supplemental indenture would by its terms disproportionately and adversely affect either series of notes under the 2020/2023 Indenture, such supplemental indenture shall also require the consent of the holders of at least a majority in principal amount of the then-outstanding notes of such series and (ii) if any such supplemental indenture would only affect the notes of one series of notes, then only the consent of the holders of at least a majority in principal amount of the then-outstanding notes of such affected series (and not the consent of at least a majority in principal amount of all notes issued under the 2020/2023 Indenture and then-outstanding) shall be required; and provided , further, that no such supplemental indenture shall, without the consent of the holder of each outstanding note affected thereby:

(1) change the stated maturity of any note or of any installment of interest on any note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof, or change the date on which any notes may be subject to redemption or reduce the redemption price therefor;

(2) reduce the percentage in aggregate principal amount of the outstanding notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the 2020/2023 Indenture or certain defaults thereunder and their consequences) provided for in the 2020/2023 Indenture;

(3) modify or change any provision of the 2020/2023 Indenture affecting the ranking of any notes or any guarantee of any notes in a manner adverse to the holders of such notes; or

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(4) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the 2020/2023 Indenture cannot be modified or waived without the consent of the holder of each outstanding note affected thereby.

In addition, without the consent of the holders of 66  ² / ₃ % in aggregate principal amount of the notes of a series, no such supplemental indenture shall, release any Guarantor from its guarantee of the notes of such series that is required to be maintained under the 2020/2023 Indenture (other than in accordance with the terms of the 2020/2023 Indenture).

The holders of not less than a majority in aggregate principal amount of the notes issued pursuant to the 2020/2023 Indenture (including any additional notes issued pursuant to the 2020/2023 Indenture) and then-outstanding, voting as a single class, may on behalf of the holders of all the notes issued pursuant to the 2020/2023 Indenture waive any past default under the 2020/2023 Indenture and its consequences; provided that (i) if any such waiver would by its terms disproportionately and adversely affect either series of notes under the 2020/2023 Indenture, such waiver shall also require the consent of the holders of at least a majority in principal amount of the then-outstanding notes of such series and (ii) if any such waiver would only affect the notes of one series, then only the consent of the holders of at least a majority in principal amount of the then-outstanding notes of such affected series (and not the consent of at least a majority in principal amount of all notes issued under the 2020/2023 Indenture and then-outstanding) shall be required; and provided , further , that no waiver shall be effective without the consent of the holder of each outstanding note affected thereby in the case of a default:

(1) in any payment in respect of the principal of (or premium, if any) or interest on any notes (including any note which is required to have been purchased pursuant to an offer to purchase which has been made by the Company), or

(2) in respect of a covenant or provision hereof which under the 2020/2023 Indenture cannot be modified or amended without the consent of the holder of each outstanding note affected.

Satisfaction and Discharge of the 2020/2023 Indenture; Defeasance

The Company may terminate the obligations of it and any Guarantor under the 2020/2023 Indenture with respect to a series of notes when:

(1) either: (A) notes of such series theretofore authenticated and delivered have been delivered to the 2020/2023 Trustee for cancellation, or (B) all notes of such series not theretofore delivered to the 2020/2023 Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption (a “Discharge”) under irrevocable arrangements satisfactory to the 2020/2023 Trustee for the giving of notice of redemption by the 2020/2023 Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the 2020/2023 Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the notes of such series, not theretofore delivered to the 2020/2023 Trustee for cancellation, for principal of, premium, if any, and interest to the stated maturity or date of redemption;

(2) the Company has paid or caused to be paid all other sums then due and payable under the 2020/2023 Indenture with respect to such series of notes by the Company;

(3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(4) the Company has delivered irrevocable instructions to the 2020/2023 Trustee under the 2020/2023 Indenture to apply the deposited money toward the payment of the notes of such series at maturity or on the redemption date, as the case may be; and

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(5) the Company has delivered to the 2020/2023 Trustee an officers’ certificate and an opinion of counsel reasonably acceptable to the 2020/2023 Trustee, each stating that all conditions precedent under the 2020/2023 Indenture relating to the Discharge have been complied with.

The Company may elect, at its option, to have its and the Guarantors’ obligations discharged with respect to the outstanding notes of a series (“defeasance”). Such defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding notes of such series, except for:

(1) the rights of holders of such notes to receive payments in respect of the principal of and any premium and interest on such notes when payments are due;

(2) the Company’s obligations with respect to such notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the 2020/2023 Trustee; and

(4) the defeasance provisions of the 2020/2023 Indenture.

In addition, the Company may elect, at its option, to have its and the Guarantors’ obligations released with respect to certain covenants, including, without limitation, its obligation to make a Change of Control Offer in connection with any Change of Control Triggering Event, in the 2020/2023 Indenture (“covenant defeasance”) and any omission to comply with such obligation shall not constitute a default or an Event of Default with respect to the notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the notes. If the Company exercises its defeasance option or its covenant defeasance option, each Guarantor will be released from all its obligations under its guarantee of the notes.

In order to exercise either defeasance or covenant defeasance with respect to outstanding notes of a series:

(1) the Company must irrevocably have deposited or caused to be deposited with the 2020/2023 Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the holders of such notes of such series: (A) money in an amount, or (B) non-callable U.S. government obligations, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the entire indebtedness in respect of the principal of and premium, if any, and interest on such notes on the stated maturity thereof or the redemption date thereof, as the case may be, in accordance with the terms of the 2020/2023 Indenture and such notes;

(2) in the case of defeasance, the Company shall have delivered to the 2020/2023 Trustee an opinion of counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service (the “IRS”) a ruling or (B) since the date of the 2020/2023 Indenture, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of such notes will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such notes and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;

(3) in the case of covenant defeasance, the Company shall have delivered to the 2020/2023 Trustee an opinion of counsel to the effect that the holders of such outstanding notes will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such notes and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;

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(4) no Event of Default with respect to the outstanding notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Mortgage to secure such borrowing);

(5) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than the 2020/2023 Indenture) to which the Company is a party or by which the Company is bound; and

(6) the Company shall have delivered to the 2020/2023 Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with.

Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a defeasance need not to be delivered if all notes not therefore delivered to the 2020/2023 Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at stated maturity within one year under arrangements satisfactory to the 2020/2023 Trustee for the giving of notice of redemption by the 2020/2023 Trustee in the name, and at the expense, of the Company.

The Trustee

The Bank of New York Mellon Trust Company, N.A., will act as the trustee under the 2020/2023 Indenture and will be the initial paying agent and registrar for the notes. The 2020/2023 Trustee or its affiliate from time to time may extend credit to the Company in the normal course of business. Except during the continuance of an Event of Default, the 2020/2023 Trustee will perform only such duties as are specifically set forth in the 2020/2023 Indenture. During the continuance of an Event of Default that has not been cured or waived, the 2020/2023 Trustee will exercise such of the rights and powers vested in it by the 2020/2023 Indenture and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The 2020/2023 Indenture and the Trust Indenture Act contain certain limitations on the rights of the 2020/2023 Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The 2020/2023 Trustee will be permitted to engage in other transactions; however, if it acquires any “conflicting interest” (as defined in the Trust Indenture Act) it must eliminate such conflict within 90 days, apply to the Securities and Exchange Commission for permission to continue or resign.

The holders of a majority in principal amount of the outstanding notes of each series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the 2020/2023 Trustee or exercising any trust or power conferred on the 2020/2023 Trustee with respect to such series, subject to certain exceptions. The 2020/2023 Indenture provides that in case an Event of Default has occurred and is continuing, the 2020/2023 Trustee shall exercise such of the rights and powers vested in it by the 2020/2023 Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Subject to such provisions, the 2020/2023 Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the 2020/2023 Indenture at the request or direction of any of the holders pursuant to the 2020/2023 Indenture, unless such holders shall have provided to the 2020/2023 Trustee security or indemnity satisfactory to the 2020/2023 Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of the Company or the Guarantors on the notes or under the 2020/2023 Indenture or any related documents, any certificate or other writing delivered in connection therewith, against (i) the 2020/2023 Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, agent, officer, director, employee, agent, successor or assign of the 2020/2023 Trustee, each in its individual capacity, or (iii) any holder of equity in the 2020/2023 Trustee.

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No Personal Liability of Stockholders, Partners, Officers or Directors

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Company or any of its subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Company under the notes, any guarantee of the notes or the 2020/2023 Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes.

Governing Law

The 2020/2023 Indenture and the notes and the guarantees of the notes are governed by, and will be construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof.

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DESCRIPTION OF OTHER INDEBTEDNESS

Credit Facility

On September 27, 2012 we entered into an unsecured Amended and Restated Credit Agreement (the “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 (the “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 are guaranteed by Rock-Tenn Company and all such wholly-owned 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. At December 31, 2012 the amount committed under the credit facilities for loans to a Canadian subsidiary was $300.0 million. At December 31, 2012, available borrowings under the revolving credit portion of the Credit Facility, reduced by outstanding letters of credit not drawn upon of approximately $64.1 million issued under the Credit Facility and including the application of our maximum leverage ratio, were approximately $1,178.4 million.

At our option, borrowings under the Credit Facility bear interest at either a base rate or at the London Interbank Offered Rate (“LIBOR”), plus, in each case, an applicable margin that varies based upon a Leverage Ratio (as defined in the Credit Facility). 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 then applicable margin for LIBOR-based borrowings. The following table summarizes the applicable margins and percentages related to the Revolving Credit Facility and term loan of the Credit Facility:

The variable interest rate, including the applicable margin, on our term loan facility was 1.97% at December 31, 2012. Interest rates on our Revolving Credit Facility for borrowings both in the U.S. and Canada ranged from 2.98% to 4.00% at December 31, 2012.

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 certain restricted payments; limitations on mergers and asset sales; 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; limitations on changes to the nature of Rock-Tenn Company’s Business; 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 total leverage ratio and minimum interest coverage ratio. On December 31, 2012 we were in compliance with all of our covenants.

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Receivables Facility

On December 21, 2012, we increased the borrowing capacity under our Receivables Facility to a total amount of up to $700.0 million. The Receivables Facility has been amended also to reduce certain restrictions on what constitutes eligible receivables under the facility, to tighten the delinquency, default and dilution ratios for purposes of triggering an amortization event and to lower borrowing costs under the facility. In addition, the maturity date of the Receivables Facility has been extended until December 18, 2015. At December 31, 2012 we had $509.0 million outstanding under our Receivables Facility. Borrowing availability under this facility is based on the eligible underlying accounts receivable and certain covenants. We test and report our compliance with these covenants monthly. As at December 31, 2012, we are in compliance with all of our covenants. At December 31, 2012, maximum available borrowings, excluding amounts outstanding, under this facility were approximately $655.0 million. The carrying amount of accounts receivable collateralizing the maximum available borrowings at December 31, 2012 was approximately $842.2 million. We have continuing involvement with the underlying receivables as we provide credit and collections services pursuant to the securitization agreement.

Original Notes

On February 22, 2012, we issued $350,000,000 aggregate principal amount of our outstanding 4.450% Senior Notes due 2019 and $400,000,000 aggregate principal amount of our outstanding 4.900% Senior Notes due 2022. On September 11, 2012, we issued $350,000,000 aggregate principal amount of our outstanding 3.500% Senior Notes due 2020 and $350,000,000 aggregate principal amount of our outstanding 4.000% Senior Notes due 2023.

The terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes do not apply to the Exchange Notes.

Other Notes

In March 2003, we issued $100.0 million in aggregate principal amount of our 5.625% notes due March 2013 (the “March 2013 Notes”). These notes are not redeemable prior to maturity and are unsecured, unsubordinated obligations. As of December 31, 2012, $80.5 million principal amount of the March 2013 Notes was outstanding.

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BOOK-ENTRY, DELIVERY AND FORM

The Global Notes

Initially, the Exchange Notes will be represented by one or more registered notes in global form, without interest coupons (collectively, the “Global Notes”). The Global Notes will be deposited on the issue date with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC, or will remain with the trustee as custodian for DTC.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in physical, certificated form (“Certificated Notes”) except in the limited circumstances described below.

All interests in the Global Notes, including those held through Euroclear or Clearstream, Luxembourg, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream, Luxembourg may also be subject to the procedures and requirements of such systems.

Certain Book-Entry Procedures for the Global Notes

The descriptions of the operations and procedures of DTC, Euroclear and Clearstream, Luxembourg set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We do not take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

DTC has advised us that it is:

DTC was created to hold securities for its participants (collectively, the “Participants”) and facilitates the clearance and settlement of securities transactions between Participants through electronic book-entry changes to the accounts of its Participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC’s Participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the “Indirect Participants”) that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Investors who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or Indirect Participants.

We expect that pursuant to procedures established by DTC (1) upon deposit of each Global Note, DTC will credit the accounts of Participants with an interest in the Global Note and (2) ownership of the Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of Participants) and the records of Participants and the Indirect Participants (with respect to the interests of persons other than Participants).

The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the Notes represented by a Global Note to such persons may be limited. In addition, because DTC can act only on behalf of its Participants,

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who in turn act on behalf of persons who hold interests through Participants, the ability of a person having an interest in Notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by the Global Notes for all purposes under the indentures. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Certificated Notes, and will not be considered the owners or holders thereof under the indentures for any purpose, including with respect to the giving of any direction, instruction or approval to the respective trustees thereunder. Accordingly, each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, if such holder is not a Participant or an Indirect Participant, on the procedures of the Participant through which such holder owns its interest, to exercise any rights of a holder of Notes under the indentures or such Global Notes. We understand that under existing industry practice, in the event that we request any action of holders of Notes, or a holder that is an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the Participants to take such action and the Participants would authorize holders owning through such Participants to take such action or would otherwise act upon the instruction of such holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of Notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such Notes.

Payments with respect to the principal of, and premium, if any, and interest on, any Notes represented by a Global Note registered in the name of DTC or its nominee on the applicable record date will be payable by the applicable trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the Global Notes representing such Notes under the indentures. Under the terms of the indentures, we and the trustees may treat the persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the applicable trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a Global Note (including principal, premium, if any, and interest). Payments by the Participants and the Indirect Participants to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of the Participants or the Indirect Participants and DTC.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream, Luxembourg will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream, Luxembourg participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparts in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream, Luxembourg participants may not deliver instructions directly to the depositories for Euroclear or Clearstream, Luxembourg.

Because of time zone differences, the securities account of a Euroclear or Clearstream, Luxembourg participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream, Luxembourg participant, during the securities

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settlement processing day (which must be a business day for Euroclear and Clearstream, Luxembourg) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interests in the Global Notes by or through a Euroclear or Clearstream, Luxembourg participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day for Euroclear or Clearstream, Luxembourg following DTC’s settlement date.

Although DTC, Euroclear and Clearstream, Luxembourg have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, Luxembourg, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the applicable trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream, Luxembourg or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Notes

If:

then, upon surrender by DTC of the Global Notes, Certificated Notes will be issued to each person that DTC identifies as the beneficial owner of the Notes represented by the Global Notes. Upon any such issuance, the applicable trustee is required to register such Certificated Notes in the name of such person or persons (or the nominee of any thereof) and cause the same to be delivered thereto.

Neither we nor the applicable trustee shall be liable for any delay by DTC or any Participant or Indirect Participant in identifying the beneficial owners of the related Notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Exchange Notes to be issued).

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