Common use of Lender Consent Clause in Contracts

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of March 5, 2008 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANY, a Georgia corporation (the “Company”), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association), as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Amendment to Credit Agreement and Consent, to be dated on or about October 27, 2010, by and among the Borrowers, the Guarantors party thereto, the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of October, 2010. as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.

Lender Consent. This Lender Consent is given pursuant to the Amended and Restated Credit Agreement, dated as of March 5February 27, 2008 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANYGATEHOUSE MEDIA HOLDCO, INC., a Georgia Delaware corporation (“Holdco”), GATEHOUSE MEDIA OPERATING, INC., a Delaware corporation (the “Company”), ROCK-TENN COMPANY OF CANADAGATEHOUSE MEDIA MASSACHUSETTS I, INC., a Nova Scotia unlimited Delaware corporation (“GateHouse I”), GATEHOUSE MEDIA MASSACHUSETTS II, INC., a Delaware corporation (“GateHouse II”), ENHE ACQUISITION, LLC, a Delaware limited liability company (the “Canadian Borrower”; ENHE” and, together with the CompanyGateHouse I and GateHouse II, collectively the “Subsidiary Borrowers” and individually a “Subsidiary Borrower”), each of those Domestic Subsidiaries of Holdco identified as a “Guarantor” on the guarantors party signature pages thereto (collectivelytogether with Holdco, collectively the “Guarantors” and individually a “Guarantor”; the Guarantors, together with the Company and the Subsidiary Borrowers, collectively the “Credit Parties” and individually a “Credit Party”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO ) and WACHOVIA BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Second Amendment to Amended and Restated Credit Agreement and ConsentAgreement, to be dated on or about October 27, 2010, 2009 by and among Holdco, the Company, the Subsidiary Borrowers, the Guarantors party thereto, and the Administrative Agent, on behalf of the Required Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of October2009. , 2010. as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required Schedule 2.9(a)(1) to be signed if two signature blocks are required Amended and Restated Credit Agreement [FORM OF] COMPANY ASSIGNMENT AGREEMENT Reference is made to the Amended and Restated Credit Agreement, dated as of February 27, 2007 (as amended, restated or otherwise modified, the “Credit Agreement”), by such and among GateHouse Media Operating, Inc., a Delaware corporation (the “Company”), GateHouse Media Holdco, Inc., a Delaware corporation (“Holdco”), the Subsidiary Borrowers, the Domestic Subsidiaries of Holdco from time to time party thereto (the “Guarantors”), the Lenders from time to time party thereto, and Wachovia Bank, National Association as the administrative agent (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings provided in the Credit Agreement. (the “Transferor Lender.”) and GateHouse Media Operating, Inc. (the “Purchasing Lender”) agree as follows:

Lender Consent. This Lender Consent is given pursuant to the Amended and Restated Credit Agreement, dated as of March 530, 2008 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), ) by and among ROCK-TENN COMPANYALLIANCE ONE INTERNATIONAL, INC., a Georgia Virginia corporation (the “Company”), ROCK-TENN COMPANY OF CANADAINTABEX NETHERLANDS B.V., a Nova Scotia unlimited liability company formed under the laws of The Netherlands and a Subsidiary of the Company (the “Canadian Dutch Borrower”; and, together with the Company, collectively the “Borrowers,” and individually, a “Borrower”), each of the guarantors Domestic Subsidiaries of the Borrower from time to time party thereto (collectivelythe “Domestic Guarantors”), ALLIANCE ONE INTERNATIONAL AG, a Swiss corporation (“Alliance AG”; together with the Company and the Domestic Guarantors, collectively the “Guarantors” and individually, a “Guarantor”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO ) and WACHOVIA BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Amendment to Credit Agreement Waiver and Consent (the “Consent”), to be dated on or about October 27June 20, 2010, 2007 by and among the BorrowersBorrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment Consent on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment Consent and the Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of OctoberJune, 20102007. ______________________________, as a Lender By: ______________________________ Name: ______________________________ Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.:

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of March 5, 2008 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANY, a Georgia corporation (the “Company”), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO WACHOVIA BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Third Amendment to Credit Agreement and ConsentAgreement, to be dated on or about October 27February 3, 2010, by and among the Borrowers, the Guarantors party thereto, the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of October, 2010. , as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.:

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of March 5September 22, 2008 2006 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANYORTHOFIX HOLDINGS, INC., a Georgia Delaware corporation (the “Borrower”), ORTHOFIX INTERNATIONAL N.V., a Netherlands Antilles corporation (the “Company”), ROCK-TENN COMPANY OF CANADACOLGATE MEDIAL LIMITED, a Nova Scotia unlimited liability company formed under the laws of England and Wales (“Colgate”), VICTORY MEDICAL LIMITED, a company formed under the laws of England and Wales (“Canadian BorrowerVictory”; ), SWIFTSURE MEDICAL LIMITED, a company formed under the laws of England and Wales (“Swiftsure”), ORTHOFIX UK LTD, a company formed under the laws of England and Wales (“UK Ltd”), the Domestic Subsidiaries of the Company party hereto (together with Swiftsure and UK Ltd, each a “Subsidiary Guarantor” and, taken together with the Company, the “Borrowers”), the guarantors party thereto (collectivelyColgate and Victory, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO ) and WACHOVIA BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein, as amended thereby. The undersigned hereby approves the Fourth Second Amendment to Credit Agreement and ConsentAgreement, to be dated on or about October 27February 23, 2010, by and among the BorrowersBorrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of OctoberFebruary, 2010. , as a Lender By: Name: Title: * By: Name: Title: ______________________________ * Second signature block only required to be signed if two signature blocks are required by such Lender.

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of March 5October 15, 2008 2010 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANYOSI SYSTEMS, INC., a Georgia Delaware corporation (the “CompanyBorrower”), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (those certain Domestic Subsidiaries of the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors Borrower party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), ) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth First Amendment to Credit Agreement and ConsentAgreement, to be dated on or about October 27November [ ], 20102011, by and among the BorrowersBorrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of October, 20102011. , as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.:

Lender Consent. This In the event Agent requests the consent of a Lender Consent and does not receive a written denial thereof within five (5) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have given such consent so long as such request contained a notice stating that such failure to respond within five (5) Business Days would be deemed to be a consent by such Lender. In the event Agent requests the consent of a Lender in a situation where such Lender's consent would be required and such consent is given denied, then Agent may, at its option, require such Lender to assign its interest in the Loans to Agent for a price equal to the then outstanding principal amount thereof due such Lender plus accrued and unpaid interest and fees due such Lender, which principal, interest and fees will be paid to the Lender when collected from Borrower. In the event that Agent elects to require any Lender to assign its interest to Agent pursuant to this Section 13.2 Agent will so notify such Lender in writing within forty-five (45) days following such Lender's denial, and such Lender will assign its interest to Agent no later than five (5) calendar days following receipt of such notice. Set-off and Sharing of Payments In addition to any rights and remedies now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon the Credit Agreementoccurrence and during the continuation of any Event of Default, dated as of March 5, 2008 (as amended, restated, modified each Lender is hereby authorized by Borrower at any time or supplemented from time to time, to the “Credit Agreement”fullest extent permitted by law, with the prior written consent of Agent and without notice to Borrower or any other Person other than Agent (such notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances (general or 95 special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower ), and (b) other Collateral at any time held or owing by such Lender to or for the credit or for the account of Borrower, against and among ROCKon account of any of the Obligations which are not paid when due; provided, that no Lender or any such holder shall exercise any such right without prior written notice to Agent. Any Lender that has exercised its right to set-TENN COMPANYoff or otherwise has received any payment on account of the Obligations shall, a Georgia corporation (to the “Company”), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (extent the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association), as administrative agent and as collateral agent on behalf amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on account of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent permitted by law, that (y) any Lender or holder may exercise its right to set-off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such capacityexcess to other Lenders and holders, the “Administrative Agent”and (z) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto any Lender so purchasing a participation in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Amendment to Credit Agreement and Consent, to be dated on or about October 27, 2010, by and among the Borrowers, the Guarantors party thereto, the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement. Delivery of this Lender Consent by telecopy Loans made or other electronic means shall be effective Obligations held by other Lenders may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as an original. A duly authorized officer fully as if such Lender were a direct holder of Loans and other Obligations in the undersigned has executed this Lender Consent as amount of the ___ day of October, 2010. as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lenderparticipation.

Lender Consent. This Lender Consent is given pursuant to the Amended and Restated Credit Agreement, dated as of March 530, 2008 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANYALLIANCE ONE INTERNATIONAL, INC., a Georgia Virginia corporation (the “Company”), ROCK-TENN COMPANY OF CANADAINTABEX NETHERLANDS B.V., a Nova Scotia unlimited liability company formed under the laws of The Netherlands and a Subsidiary of the Company (the “Canadian Dutch Borrower”; and, together with the Company, collectively the “Borrowers,” and individually, a “Borrower”), each of the guarantors Domestic Subsidiaries of the Borrower from time to time party thereto (collectivelythe “Domestic Guarantors”), ALLIANCE ONE INTERNATIONAL AG, a Swiss corporation (“Alliance AG”; together with the Company and the Domestic Guarantors, collectively the “Guarantors” and individually, a “Guarantor”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO ) and WACHOVIA BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Second Amendment to Credit Agreement and ConsentAgreement, to be dated on or about October 27as of May __, 20102007, by and among the BorrowersBorrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement, as amended by the Amendment. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of OctoberMay, 20102007. ______________________________, as a Lender By: ______________________________ Name: ______________________________ Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.:

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of March 5January 24, 2008 2006 (as amended, restated, modified or supplemented from time to timepreviously amended and modified, the “Credit Agreement”; and as further amended by the Amendment (as hereinafter defined), the “Amended Credit Agreement”), by and among ROCK-TENN COMPANYXXXXXX CDT INC., a Georgia Delaware corporation (the “CompanyBorrower”), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (those Material Domestic Subsidiaries of the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors Borrower party thereto (each a “Guarantor” and collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO ) and WACHOVIA BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth First Amendment to Credit Agreement and ConsentWaiver (the “Amendment”), to be dated on or about October 27as of February 16, 20102007, by and among the BorrowersBorrower, the Guarantors party thereto, thereto and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Amended Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of OctoberFebruary, 20102007. ______________________________, as a Lender By: ______________________________ Name: ____________________________ Title: * By: Name: Title: * Second signature block only required ___________________________ EXHIBIT B REPLACEMENT SCHEDULES See Attached. Xxxxxx CDT Inc. Schedule 1.1(b) Investments Investor Investee Ownership Interest Debt Xxxxxx CDT Inc. Xxxxxx Inc. 100% Belden Wire & Cable Company 100% USD 75,000,000.00 Belden Technologies, Inc. 100% USD 12,671,999.57 Boselan (UK) 100% Xxxxxx CDT Networking, Inc. 100% Red Hawk/CDT, Inc. 100% Xxxxxx Inc. Belden Wire & Cable Company 100% Belden Insurance Company 100% Belden Communications Holding, Inc. 100% Belden Wire & Cable Company Xxxxxx CDT International Inc. 100% Belden Holdings, Inc. 100% Belden Electronics S.a.r.l. 100% Belden UK Limited 100% Xxxxxx CDT (Canada) Inc. 100% Belden Technologies, Inc. 100% Belden (UK) Xxxxx Limited Partnership 99% (other 1% Belden Communications Holding, Inc.) Belden Electronics S.A. de C.V. 100% Belden Brasil Commercial Ltda. 50% ( other 50% Xxxxxx CDT International Inc.) Belden Electronics Argentina S.A. 50% ( other 50% Xxxxxx CDT International Inc.) Belden Foreign Sales Corporation 100% Belden (Bermuda) Finance Ltd 100% Belden Superannuation Pty Ltd. 100% Belden Australia Pty Ltd. 100% AUD 27,288,400.62 Belden Australia Pty Ltd. 100% AUD 3,337,896.99 Belden Wire & Cable Trading (Shanghai) Co. Ltd. 100% Belden de Sonora S.A. de C.V. 98% (other 2% Belden CDT International, Inc.) Belden Communications Holding, Inc. Belden (UK) Xxxxx Limited Partnership 1% Belden (Canada) Xxxxx Limited Partnership 1% Belden Holdings, Inc. Belden International Holdings B.V. 100% EUR 11,197,292.90 Belden International Holdings B.V. 100% EUR 15,338,756.44 Belden Technologies, Inc. Belden (Canada) Xxxxx Limited Partnership 99% (other 1% Belden Communications Holding, Inc.) Belden Wire & Cable B.V. EUR 11,391,427.84 Xxxxxx CDT Networking, Inc. CDT International Holdings Inc. 100% CDT International Holdings Inc. A.W. Industries Inc. 100% Nordx/CDT Inc. 100% Noslo Ltd 100% CDT Asia Pacific 100% Nordx/CDT Do Brazil Ltda. 100% Nordx/CDT Asia Limited 100% Nordx/CDT Corp. 100% CDTCO Ltd 100% Nordx/CDT Australia Pty Ltd 100% Nordx/CDT-IP Corp. 100% Tennecast/CDT, Inc. 100% X-Xxxx/CDT, Inc. 100% Thermax/CDT, Inc. 100% Dearborn/CDT Corp 100% Guarantees Guarantor Beneficiary Purpose Amount Xxxxxx CDT Inc. Wachovia Bank Bank of Montreal Overdraft Line CAD 500,000 Schedule 3.12 – Subsidiaries Legal Name Jurisdiction of Incorporation Number of Authorized Shares Number of Issued Shares Percentage Ownership Owner Xxxxxx Inc. Delaware 10,000 100 100 Xxxxxx CDT Inc. Belden Wire & Cable Company Delaware 10,000 9,000 100 Xxxxxx Inc. Belden Communications Holding, Inc. Delaware 10,000 100 100 Xxxxxx Inc. Belden Insurance Company Vermont 200,000 100,000 100 Xxxxxx Inc. Belden Holdings, Inc. Delaware 10,000 100 100 Belden Wire & Cable Company Belden Technologies, Inc. Delaware 10,000 10,000 100 Belden Wire & Cable Company Xxxxxx CDT International, Inc. (formerly Belden International, Inc.) Delaware 10,000 100 100 Belden Wire & Cable Company Belden Electronics S.a.r.l. France 500 500 100 Belden Wire & Cable Company (99%) Xxxxxx CDT International Inc. (1%) Belden UK Limited United Kingdom 1,000 2 100 Belden Wire & Cable Company Xxxxxx CDT (Canada) Inc. (formerly Belden (Canada) Inc.) Canada Unlimited 8,000,100 100 Belden Wire & Cable Company Belden Electronics S.A. de C.V. Mexico 50 50 100 Belden Wire & Cable Company Belden Brasil Commercial Ltda. Brazil 10,000 200 100 Belden Wire & Cable Company (50%) Xxxxxx CDT International, Inc. (50%) Belden Electronics Argentina S.A. Argentina 12,000 12,000 100 Belden Wire & Cable Company (50%) Xxxxxx CDT International, Inc. (50%) Belden Foreign Sales Corporations Barbados 10 10 100 Belden Wire & Cable Company Belden Superannuation Pty Ltd Australia 2 2 100 Belden Wire & Cable Company Belden Australia Pty Ltd. Australia 2,700,002 2,700,002 100 Belden Wire & Cable Company Belden Wire & Cable Trading (Shanghai) Co. Ltd. China 100 Belden Wire & Cable Company Belden (UK) Xxxxx Limited Partnership United Kingdom n/a n/a 100 Belden Wire & Cable Company (99%) Belden Communications Holding, Inc. (1%) Belden (Canada) Xxxxx Limited Partnership Canada n/a n/a 100 Belden Technologies, Inc. (99%) Belden Communications Holding Inc. (1%) Belden International Holdings B.V. Netherlands 50,000,000 10,000 100 Belden Holdings, Inc. Belden Europe B.V. Netherlands 50,000 10,000 100 Belden International Holdings B.V. Belden Wire & Cable B.V. Netherlands 000 000 000 Belden Europe B.V. Xxxxxx CDT European Shared Services Netherlands 90,000 18,000 100 Belden Europe B.V. Belden Dunakabel Kft Hungary 1,300,000,000 1,300,000,000 100 Belden Europe B.V. Belden Electronics GmbH Germany 50,000 50,000 100 Belden Europe B.V. Belden Deutschland GmbH Germany 50,000 50,000 100 Belden Europe B.V. Belden Europe B.V. & Belden Wire & Cable B.V. Finance Gbr Germany n/a n/a 100 Belden Europe B.V. (99%) Belden Wire & Cable B.V. (1%) Belden-EIW GmbH & Co KG Germany n/a n/a 100 Belden Deutschland GmbH (99.9%) Belden Electronics GmbH (0.1%) Red Hawk/CDT, Inc. Delaware 1,000 100 000 Xxxxxx XXX Inc. Boselan United Kingdom Xxxxxx CDT Inc. Xxxxxx CDT Networking Inc. Washington Xxxxxx CDT Inc. CDT International Holdings Inc. Delaware 1,000 100 100 Xxxxxx CDT Networking, Inc. Nordx/CDT Corp. Delaware 1,000 100 100 CDT International Holdings Inc. Thermax/CDT, Inc. Delaware 1,000 100 100 CDT International Holdings Inc. Dearborn/CDT Corp. Delaware 1,000 100 100 CDT International Holdings Inc. A.W. Industries Florida 13,500 100 CDT International Holdings Inc. Nordx/CDT Inc. Canada 1,000 100 100 CDT International Holdings Inc. Noslo Ltd. United Kingdom 100 100 100 CDT International Holdings Inc. CDT Asia Pacific PTE LTD Singapore 100 CDT International Holdings Inc. Belden Asia (Hong Kong) Limited Hong Kong 100,000 100 CDT International Holdings Inc. Nordx/CDT Australia Pty Ltd. Australia n/a n/a 100 CDT International Holdings Inc. Nordx/CDT Do Brazil Ltda. Brazil n/a n/a 100 CDT International Holdings Inc. CDTCO Ltd. Bermuda 12,000 100 CDT International Holdings Inc. Nordx/CDT – IP Corp. Delaware 1,000 100 100 CDT International Holdings Inc. Tennecast CDT, Inc. Ohio 1,000 100 100 CDT International Holdings Inc. X-Xxxx/CDT, Inc. Pennsylvania 100,000 99,900 100 CDT International Holdings Inc. Wire Group International Ltd. United Kingdom 100,000 99,900 100 Noslo Ltd. Raydex/CDT Ltd. United Kingdom 1,000 100 100 Noslo Ltd. Nordx Ltd. United Kingdom 1,000 100 Noslo Ltd. Anglo American Cables Ltd. United Kingdom 000 000 Xxxxx Xxx. XXX (XX) XXX Xxxxx Xxxxxxxx 200,000 100 Noslo Ltd. CDT/Nordic Holding AB Sweden 101,000 100 Noslo Ltd. ITC/CDT Industria Tecnica Cavi S.R.L. Italy 100 Noslo Ltd. Cekan/CDT A/S Denmark One common stock or (full) share at a value of 500,00DKK 100 Noslo Ltd. Cable Design Technologies (Deutschland) GmbH Germany DEM 25,000 ; DEM 24,500 ; DEM 500 100 Noslo Ltd. Xxxxxx CDT Orebro AB Sweden 24,000 000 XXX/Xxxxxx Xxxxxxx XX Kabelovna Decin Poldmodly AS Czech Republic 377,000 136,000 000 XXX/Xxxxxx Xxxxxxx XX CDT Kabeltechnik Berlin GmbH Germany 100 Kabelovna Decin Poldmodly AS HEW-Xxxxx Xxxxx Eilentropp Verwaltungs GmbH Germany German equivalent of Limited Partnership 100 Cale Design Technologies (Deutschland) GmbH HEW GmbH & Co KG Germany German equivalent of Limited Partnership 100 HEW-Xxxxx Xxxxx Eilentropp Verwaltungs GmbH XXX-Xxxxx/CDT/Skandinaviska AB Sweden 9,000 shares at nom 100SEK 100 HEW GmbH & Co KG Belden de Sonora S.A. de C.V. Mexico 50 50 100 Belden Wire & Cable Company (98%) Xxxxxx CDT International, Inc. (2%) Belden India Private Limited India No options, warrants, rights of conversion or purchase and similar rights outstanding with respect to be signed if two signature blocks are required by such Lenderany of the entities listed above.

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of March 5January 24, 2008 2006 (as amended, restated, modified or supplemented from time to timepreviously amended and modified, the “Credit Agreement”; and as further amended by the Amendment (as hereinafter defined), the “Amended Credit Agreement”), by and among ROCK-TENN COMPANYXXXXXX INC. (formerly known as Xxxxxx CDT Inc.), a Georgia Delaware corporation (the “CompanyBorrower”), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (those Material Domestic Subsidiaries of the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors Borrower party thereto (each a “Guarantor” and collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO ) and WACHOVIA BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Third Amendment to Credit Agreement and Consent(the “Amendment”), to be dated on or about October 27as of March ___, 20102009, by and among the BorrowersBorrower, the Guarantors party thereto, thereto and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Amended Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the [___ day of October_], 20102009. , as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.SCHEDULE 1.1(D) Xxxxxx Inc. Third Amendment Schedule 1.1(d) in thousands US dollars 2008 1st 2008 2nd 2008 3rd 2008 4th Restructuring Charges (Cash) Quarter Quarter Quarter Quarter Total EMEA Restructuring 4,826 160 — — 4,986 Reduction in Force 612 — — — 612 Voluntary Separation Program 6,479 — — — 6,479 Global Restructuring — — — 26,290 26,290 11,917 160 — 26,290 38,367 SCHEDULE 1.1(E) Xxxxxx Inc. Third Amendment Schedule 1.1(e) in thousands US dollars Restructuring Charges (Cash) Global Restructuring 20,000

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of March 5August 8, 2008 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANYHORIZON LINES, INC., a Georgia Delaware corporation (the “CompanyBorrower”), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (those certain Subsidiaries of the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors Borrower party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO ) and WACHOVIA BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth First Amendment to Credit Agreement and ConsentAgreement, to be dated on or about October 27[May ___], 20102009, by and among the BorrowersBorrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of OctoberMay, 2010. 2009 , as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.:

Lender Consent. This Section 9.02(e) of the Agreement of Sale is hereby deleted and replaced with the following: “Lender Consent is given pursuant shall have consented to Buyer’s (or Permitted Assignee’s) assumption of the Existing Lien, and shall also have consented to the Credit Agreement, following revisions concerning the loan documents that relate to the Existing Liens (the “Loan Documents”): (i) the term “Qualified Successor Borrower” as defined in the two Loan Agreements dated as of March 5June 17, 2008 2005 that are part of the Loan Documents (as amended, restated, modified or supplemented from time to time, the “Credit AgreementLoan Agreements”), by and among ROCKas used in any other Loan Documents, shall be revised to include a “Single-TENN COMPANYPurpose Entity” that is an “Affiliate” of Rxxxxxx X. Xxxxxxx, a Georgia corporation (the “Company”), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors party thereto Sxxxxx X. Xxxxxxxxx and Rxxxxx Xxxxxxxx (collectively, the “GuarantorsNew PIP Guarantor”), the lenders and other financial institutions from time to time party thereto (who will provide the “LendersPIP Guaranty” that will be required to be arranged by Buyer or its Permitted Assignee in connection with the assumption of the Existing Liens; (ii) the term “PIP Guaranty” as defined in the Loan Agreements and as used in any other Loan Documents shall be revised to mean a Capital Expenditure and PIP Guaranty in substantially the same form (and recognizing that schedules setting forth the PIP requirements may have changed) as executed and delivered to the Lender by Ashford Hospitality Limited Partnership at the time of the Existing Liens, with the “Tangible Net Worth” and “Liquid Assets” requirements modified to reflect the “Tangible Net Worth” and “Liquid Assets” of the New PIP Guarantor as of the date of the assumption of the Existing Liens, dated as of the date of the assumption of the Existing Liens, from the New PIP Guarantor, rather than such Capital Expenditure and PIP Guaranty from Ashford Hospitality Limited Partnership to the Lender; (iii) references in the definition of “Permitted Transfers” set forth in the Loan Agreements, and in the provisions of Section 2.15(b) of the Loan Agreements, to “Ashford Hospitality Trust, Inc.”, Ashford OP General Partner LLC”, “Ashford OP Limited Partner LLC”, “Ashford Hospitality Limited Partnership” and any other Affiliates of such entities shall be deleted and replaced with such natural persons and entities (“New Parties”) which own, directly or indirectly, an interest in Buyer or its Permitted Assignees and are approved by the Lender for inclusion within such definition and provisions, but in any event such approved New Parties must include the three individuals who constitute the New PIP Guarantor and those entities controlled, directly or indirectly, by them collectively; (iv) the term “SPE Equity Owner” as defined in the Loan Agreements and as used in any other Loan Documents shall mean each of eight Single-Purpose Entity Delaware limited liability companies formed to act as general partner of each of eight Permitted Assignees organized by Buyer to acquire the Property that is the subject of this Agreement; (v) there shall be a modification of the provisions of Section 5.1(Q) of the Loan Agreements and any applicable provisions of the Loan Documents to reflect that financial statements to be provided thereunder shall not be those of Ashford Hospitality Trust, Inc. or its Affiliates, but rather those of each Permitted Assignee (or a consolidated statement for all Permitted Assignees), XXXXX FARGO BANKor of and the New PIP Guarantor (each individually); (vi) there shall be a modification of the provisions of Section 8.6 of the Loan Agreements and such other provisions of the Loan Documents as may be necessary to substitute the name and address of each Permitted Assignee and its counsel for Ashford Hospitality Limited Partnership and its Affiliates, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bankand their respective counsel, National Association)respectively, as administrative agent and as collateral agent on behalf currently set forth in the Loan Documents; (vii) there shall be a substitution of the Lenders (in such capacity, the organizational chart attached hereto as Exhibit “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent L” for the Lenders organizational chart attached to the Loan Agreements as Exhibit “G” and any copies of such organizational chart which are attached to any other Loan Documents, and (viii) Exhibit “A” to the “Canadian Agent”)Cash Collateral Account Agreements each dated as of June 17, 2004 that are part of the Loan Documents shall be amended to reflect the names and Federal Tax Identification Numbers of each Permitted Assignee. Capitalized terms used herein shall in this paragraph and not defined in this Agreement have the meanings ascribed thereto attributable to such terms in the Credit Loan Agreements. Although not a condition to the obligation of Buyer to perform this Agreement, Seller acknowledges that, in addition to the foregoing, Buyer has the right to request that Lender consent to the following revisions to the Loan Documents: (I) a modification of the Loan Agreements and such other provisions of the Loan Documents as may be necessary to provide for the Lender’s advance consent to (A) the management of all or any portion of the Property by Pinnacle Hotel Management LLC (“Pinnacle”), an Affiliate of the New PIP Guarantor (so that such change in management does not constitute an Event of Default), so long as such management is approved by Marriott and (B) such modifications of the Management Agreements as may be agreed to by the current Managers and which are necessary to provide the Permitted Assignees with the right to terminate the Management Agreements at any time, with or without a sale of the Property, provided Pinnacle becomes the new Manager of any Property whose Management Agreement unless otherwise defined herein. The undersigned hereby approves is terminated and the Fourth Amendment conditions of Section 2.04(A) of the Management Agreements concerning operation of such Property as a Marriott franchised hotel are satisfied, (II) a modification of the provisions of Section 5.1(Q) of the Loan Agreements and any applicable provisions of the Loan Documents to Credit Agreement and Consent, reflect that financial statements to be dated on or about October 27, 2010, provided thereunder will be prepared by an Independent certified public accountant reasonably acceptable to Lender but will not be audited and among will not be prepared by a “Big Four” accounting firm; and (III) a modification to the Borrowers, the Guarantors party thereto, the Administrative Agent, on behalf Loan Agreements and other relevant Loan Documents as may be necessary to permit Pinnacle to collect an asset management fee from each of the Lenders and Permitted Assignees in an amount equal to 0.75 % of the Canadian Agent gross revenues from the Property (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf andwithout such payment constituting an Event of Default), by its execution below, the undersigned agrees such amount to be bound by fully subordinated to sums due under the terms and conditions of Loan Documents pursuant to a subordination agreement acceptable to the Amendment and the Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of October, 2010. as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.”

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of March 5July 27, 2008 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANYOSI SYSTEMS, INC., a Georgia California corporation (the “CompanyBorrower”), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (those certain Domestic Subsidiaries of the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors Borrower party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO ) and WACHOVIA BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth First Amendment to Credit Agreement and ConsentAgreement, to be dated on or about October 27, 20102008, by and among the BorrowersBorrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement, including, in the case of any First Amendment Term Loan Lender and any Revolving Lender not a party to the Credit Agreement prior to the Amendment Effective Date, Section 3.1 of the Amendment. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the day of , 2008. ___ day of October_____________________________________, 2010. as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.:

Lender Consent. This Lender Consent is given pursuant to the Amended and Restated Credit Agreement, dated as of March 5July 22, 2008 2010 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANYCHECKPOINT SYSTEMS, INC., a Georgia Pennsylvania corporation (the “Company”), ROCK-TENN COMPANY OF CANADACHECKPOINT MANUFACTURING JAPAN CO., LTD., a Nova Scotia unlimited liability company formed under the laws of Japan (the “Canadian Japanese Borrower”; and), CP INTERNATIONAL SYSTEMS C.V., a limited partnership (commanditairs vennootschap) formed under Dutch law (the “Dutch Borrower”), those Domestic Subsidiaries of the Company identified as “Domestic Guarantors” on the signature pages thereto (the “Domestic Subsidiary Guarantors”), those Foreign Subsidiaries of the Company identified as “Foreign Guarantors” on the signature pages thereto (together with the CompanyForeign Borrowers, the “Borrowers”), the guarantors party thereto (collectively, the “Foreign Guarantors”), the lenders several banks and other financial institutions as may from time to time become party thereto (the “Lenders”), XXXXX ) and WXXXX FARGO BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined hereinAgreement. The undersigned hereby approves the Fourth First Amendment to Credit Agreement and ConsentAgreement, to be dated on or about October 27February 17, 20102012, by and among the BorrowersBorrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the 15th day of February, 2012. Citizens Bank of PA___ day of October______________________, 2010. as a Lender By: /s/ Dxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Senior Vice President 1 By: Name: Title: * By: Name: Title: * 1 Second signature block only required to be signed if two signature blocks are required by such Lender.

Lender Consent. This Lender Consent is given pursuant to the Amended and Restated Credit Agreement, dated as of March 5July 22, 2008 2010 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANYCHECKPOINT SYSTEMS, INC., a Georgia Pennsylvania corporation (the “Company”), ROCK-TENN COMPANY OF CANADACHECKPOINT MANUFACTURING JAPAN CO., LTD., a Nova Scotia unlimited liability company formed under the laws of Japan (the “Canadian Japanese Borrower”; and), CP INTERNATIONAL SYSTEMS C.V., a limited partnership (commanditairs vennootschap) formed under Dutch law (the “Dutch Borrower”), those Domestic Subsidiaries of the Company identified as “Domestic Guarantors” on the signature pages thereto (the “Domestic Subsidiary Guarantors”), those Foreign Subsidiaries of the Company identified as “Foreign Guarantors” on the signature pages thereto (together with the CompanyForeign Borrowers, the “Borrowers”), the guarantors party thereto (collectively, the “Foreign Guarantors”), the lenders several banks and other financial institutions as may from time to time become party thereto (the “Lenders”), ) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined hereinAgreement. The undersigned hereby approves the Fourth Second Amendment to Credit Agreement and ConsentAgreement, to be dated on or about October 27July 31, 20102012, by and among the BorrowersBorrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of October____, 20102012. ______________________________, as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.. By: Name:

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of March 5January 24, 2008 2006 (as amended, restated, modified or supplemented from time to timepreviously amended and modified, the “Credit Agreement”; and as further amended by the Amendment (as hereinafter defined), the “Amended Credit Agreement”), by and among ROCK-TENN COMPANYXXXXXX INC. (formerly known as Xxxxxx CDT Inc.), a Georgia Delaware corporation (the “CompanyBorrower”), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (those Material Domestic Subsidiaries of the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors Borrower party thereto (each a “Guarantor” and collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO ) and WACHOVIA BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Amendment to Credit Agreement and ConsentAmendment to Security Agreement and Pledge Agreement (the “Amendment”), to be dated on or about October 27June 29, 20102009, by and among the BorrowersBorrower, the Guarantors party thereto, thereto and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Amended Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ______ day ___, 2009. o Pursuant to Section 2.2 of Octoberthe Amended Credit Agreement, 2010(Lender Name) elects to extend $ of its Revolving Commitment which shall constitute Extended Revolving Commitments under the Amended Credit Agreement. , as a Lender By: Name: Title: * Consented to:2 XXXXXX INC. (formerly known as Xxxxxx CDT Inc.), a Delaware corporation By: Name: Title: * Second signature block 2 Borrower’s consent is only required to be signed if two signature blocks are required the extent such Lender has elected to extend its Revolving Commitment. [EXHIBIT A] Published CUSIP Number: 00000XXX0 $250,000,000 CREDIT AGREEMENT among XXXXXX INC. (formerly Xxxxxx CDT Inc.), as Borrower, and THE MATERIAL DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent and BANK OF AMERICA, N.A., NATIONAL CITY BANK and FIFTH THIRD BANK, as Co-Documentation Agents Dated as of January 24, 2006 WACHOVIA CAPITAL MARKETS, LLC, as Sole Lead Arranger and Book Runner TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS 1 Section 1.1 Defined Terms 1 Section 1.2 Other Definitional Provisions 32 Section 1.3 Accounting Terms 32 Section 1.4 Resolution of Drafting Ambiguities 33 Section 1.5 Time References 33 Section 1.6 Exchange Rates; Currency Equivalents 33 ARTICLE II THE LOANS; AMOUNT AND TERMS 34 Section 2.1 Revolving Loans 34 Section 2.2 Extension of Revolving Commitments 36 Section 2.3 Letter of Credit Subfacility 37 Section 2.4 Swingline Loan Subfacility 41 Section 2.5 Incremental Facility 42 Section 2.6 Fees 44 Section 2.7 Commitment Reductions 45 Section 2.8 Prepayments 46 Section 2.9 Default Rate and Payment Dates 48 Section 2.10 Conversion Options 48 Section 2.11 Computation of Interest and Fees; Usury 49 Section 2.12 Pro Rata Treatment and Payments 50 Section 2.13 Non-Receipt of Funds by such the Administrative Agent 52 Section 2.14 Inability to Determine Interest Rate 53 Section 2.15 Illegality 53 Section 2.16 Requirements of Law 54 Section 2.17 Indemnity 56 Section 2.18 Taxes 56 Section 2.19 Indemnification; Nature of Issuing Lender.’s Duties 58 Section 2.20 Replacement of Lenders 59 ARTICLE III REPRESENTATIONS AND WARRANTIES 60 Section 3.1 Financial Condition 60 Section 3.2 No Change 61 Section 3.3 Corporate Existence; Compliance with Law 61 Section 3.4 Corporate Power; Authorization; Enforceable Obligations 61 Section 3.5 No Legal Bar; No Default 62 Section 3.6 No Material Litigation 62 Section 3.7 Investment Company Act; PUHCA, Etc. 62 Section 3.8 Margin Regulations 62 Section 3.9 ERISA 63 Section 3.10 Environmental Matters 63 Section 3.11 Use of Proceeds 64 Section 3.12 Subsidiaries 64 Section 3.13 Ownership 65 i Page Section 3.14 Indebtedness 65 Section 3.15 Taxes 65 Section 3.16 Intellectual Property Rights 65 Section 3.17 Solvency 66 Section 3.18 Investments 66 Section 3.19 Collateral Representations 66 Section 3.20 No Burdensome Restrictions 66 Section 3.21 Brokers’ Fees 67 Section 3.22 Labor Matters 67 Section 3.23 Accuracy and Completeness of Information 67 Section 3.24 Material Contracts 67 Section 3.25 Insurance 68 Section 3.26 Security Documents 68 Section 3.27 Classification of Senior Indebtedness 68 Section 3.28 Anti-Terrorism Laws 68 Section 3.29 Compliance with OFAC Rules and Regulations 68 Section 3.30 Directors; Capitalization 69 Section 3.31 Compliance with FCPA 69 ARTICLE IV CONDITIONS PRECEDENT 69 Section 4.1 Conditions to Closing Date 69 Section 4.2 Conditions to All Extensions of Credit 74 ARTICLE V AFFIRMATIVE COVENANTS 75 Section 5.1 Financial Statements 75 Section 5.2 Certificates; Other Information 77 Section 5.3 Payment of Taxes 78 Section 5.4 Conduct of Business and Maintenance of Existence 78 Section 5.5 Maintenance of Property; Insurance 79 Section 5.6 Inspection of Property; Books and Records; Discussions 79 Section 5.7 Notices 80 Section 5.8 Environmental Laws 81 Section 5.9 Financial Covenants 82 Section 5.10 Additional Guarantors 83 Section 5.11 Compliance with Law 83 Section 5.12 Pledged Assets 83 Section 5.13 Covenants Regarding Patents, Trademarks and Copyrights 84 Section 5.14 Further Assurances 85 ARTICLE VI NEGATIVE COVENANTS 86 Section 6.1 Indebtedness 86 Section 6.2 Liens 88 Section 6.3 Nature of Business 88 Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc. 89 Section 6.5 Advances, Investments and Loans 91 Section 6.6 Transactions with Affiliates 91 Section 6.7 Ownership of Subsidiaries; Restrictions 91 Section 6.8 Corporate Changes; Material Contracts 91 Page

Lender Consent. This Lender Consent is given pursuant to the Amended and Restated Credit Agreement, dated as of March 530, 2008 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANYALLIANCE ONE INTERNATIONAL, INC., a Georgia Virginia corporation (the “Company”), ROCK-TENN COMPANY OF CANADAINTABEX NETHERLANDS B.V., a Nova Scotia unlimited liability company formed under the laws of The Netherlands and a Subsidiary of the Company (the “Canadian Dutch Borrower”; and, together with the Company, collectively the “Borrowers,” and individually, a “Borrower”), each of the guarantors Domestic Subsidiaries of the Borrower from time to time party thereto (collectivelythe “Domestic Guarantors”), ALLIANCE ONE INTERNATIONAL AG, a Swiss corporation (“Alliance AG”; together with the Company and the Domestic Guarantors, collectively the “Guarantors” and individually, a “Guarantor”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO ) and WACHOVIA BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association)ASSOCIATION, as administrative agent and as collateral agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Third Amendment to Credit Agreement and ConsentAgreement, to be dated on or about October 27as of February __, 20102008, by and among the BorrowersBorrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement, as amended by the Amendment. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of OctoberFebruary, 20102008. ______________________________, as a Lender By: ______________________________ Name: ______________________________ Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.:

Lender Consent. This Notwithstanding the foregoing, no amendment, modification, waiver or consent shall: (i) extend or increase any commitment of any Lender Consent is given pursuant without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3 or the waiver of any Default shall not constitute an extension or increase of any commitment of any Lender); (ii) reduce or forgive the principal of, or rate of interest specified herein on, any Advance or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby (provided that only the consent of the Required Lenders shall be necessary (x) to amend the default rate set forth in Section 2.3(b) or to waive the obligation of the Borrower to pay interest at such default rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), even if the effect of such amendment would be to reduce the rate of interest on any Advance or other Obligation or to reduce any fee payable hereunder); (iii) postpone any date scheduled for any payment of principal of, or interest on, any Advance, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected thereby; (iv) change any provision of this Section or the percentage in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (v) affect the rights or duties hereunder or under any other Loan Document of the Agent, unless in writing executed by the Agent, in each case in addition to the Credit AgreementBorrower and the Lenders required above; or (vi) change or amend Section 12.11, dated Section 12.12 or any other provision of this Agreement providing for pro rata treatment of Lenders, in each case, without the written consent of each Lender; (vii) release any Guarantor from its obligation under its guaranty (except as of March 5, 2008 (as amended, restated, modified otherwise permitted herein or supplemented from time to time, in the “Credit Agreement”other Loan Documents), by and among ROCK-TENN COMPANYwithout the written consent of each Lender; 38 (viii) release all or substantially all of the Collateral (except as otherwise expressly permitted herein or in the other Loan Documents) without the written consent of each Lender; (ix) subordinate the Obligations or the Liens granted under the Loan Documents, a Georgia corporation to any other Indebtedness or Liens, without the written consent of each Lender; (the “Company”)x) amend, ROCK-TENN COMPANY OF CANADAmodify, a Nova Scotia unlimited liability company (the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”), XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association), as administrative agent and as collateral agent on behalf terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.1 without the written consent of the Agent and each L/C Issuer; (xi) change any component of the definition of Eligible Accounts to increase eligibility thereunder without the consent of Required Lenders; or (xii) change or amend Section 6.7(b) without the written consent of Required Lenders. (b) In addition, notwithstanding anything in such capacitythis Section to the contrary, if the “Administrative Agent”) Agent and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein Borrower shall have the meanings ascribed thereto jointly identified an obvious error or any error or omission of a technical nature, in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Amendment to Credit Agreement and Consenteach case, to be dated on or about October 27, 2010, by and among the Borrowers, the Guarantors party thereto, the Administrative Agent, on behalf in any provision of the Lenders Loan Documents, then the Agent and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent Borrower shall be permitted to execute and deliver the Amendment on its behalf amend such provision, and, by its execution belowin each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the undersigned agrees same is not objected to be bound in writing by the terms and conditions Required Lenders to the Agent within five (5) Business Days following receipt of the Amendment and the Credit Agreementnotice thereof. Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of October, 2010. as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lender.(c)

Lender Consent. This Lender Consent is given pursuant All of the documents executed by Seller or its Affiliates (as hereinafter defined) and which evidence, secure and/or otherwise relate to the Credit Agreement, dated as of March 5, 2008 (Loan as amended, restated, replaced, substituted, severed, supplemented or otherwise modified or supplemented from time to time, the “Credit Agreement”), by and among ROCK-TENN COMPANY, a Georgia corporation (the “Company”), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (the “Canadian Borrower”; and, together with the Company, the “Borrowers”), the guarantors party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto are referred to herein as the “Loan Documents” and are set forth on the list attached hereto as Exhibit “D”. The parties acknowledge that the written consent of Lender (and of any rating agencies, servicers, credit enhancers or other parties whose consent or confirmation is required by the terms of the Loan Documents, together, the “Lender Parties”, or singly, a “Lender Party”), to the assumption of the Loan Documents, with no material changes in the economic terms of the Loan and the release of any guarantors and indemnitors are each a condition to the Closing of this transaction (together, including any consents from any Lender Parties required under the terms of the Loan Documents, the “Lender Consent”). Seller shall request and authorize the applicable Lender Parties (a) to provide Buyer an application or applications, as necessary, for the Loan Assumption and the Lender Consent (the “LendersAssumption Application”); and (b) to accept the Assumption Application. Buyer shall, within ten (10) Business Days after Buyer’s actual receipt of the Assumption Application from either Seller or Lender, submit to the applicable Lender Parties the Assumption Application and all accompanying documentation and information (including financial information) to satisfy the requirements of the Assumption Application and all application fees, which Assumption Application shall include the submission and offer of a creditworthy Substitute Liable Party (defined below). Concurrently with its delivery of the Assumption Application to the applicable Lender Parties, Buyer shall provide to Seller a copy of the cover letter (and the Assumption Application), submitting the Assumption Application to the applicable Lender Parties as well as a copy of all subsequent correspondence with such Lender Party. In connection with the Assumption Application, Seller shall, at no cost or expense to Seller cooperate with the Buyer and the Lender Parties and provide such data, information and documents on a timely basis to the Lender Parties as may be requested by Buyer and/or Lender Parties. The Lender Consent must be consistent with the following: (i) the Lender Parties shall have agreed to release Seller and all existing guarantors and indemnitors from all obligations and liabilities under the Loan Documents (the “Lender Release”) in forms reasonably satisfactory to Seller and the respective Lender Parties, (ii) the Lender Consent shall require such provisions, conditions and documents as are consistent with the Loan Documents and Assumption Application and are satisfactory to and approved by Seller and Buyer (the documents in (i) and (ii) are referred to herein as the “Loan Assumption Documents”), XXXXX FARGO BANKand (iii) the respective Lender Parties shall have approved the identity and credit of the entity and persons offered by Buyer as the “Substitute Liable Party” on any required indemnities and guaranties. Neither Seller nor Buyer shall unreasonably withhold its consent to the form of the Loan Assumption Documents. Buyer shall, NATIONAL ASSOCIATION in good faith, use diligent efforts to seek to obtain the Lender Consent. Buyer shall be responsible for the payment at Closing of the Loan Assumption Fees and Costs (successor-by-merger to Wachovia Bank, National Associationas hereinafter defined), as administrative agent including, without limitation, any Lender Parties’ attorneys’ fees, application costs, including but not limited to, loan assumption application fee, loan assumption fees, all related Lender Parties’ expense reimbursements and as collateral agent on behalf of all title insurance costs for title searches, insurance policies and endorsements required by the Lenders Lender Parties (in such capacity, the “Administrative AgentLoan Assumption Fees and Costs”) and BANK OF AMERICA, N.A., acting through its Canadian Branch, as Canadian administrative agent for the Lenders (the “Canadian Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the Fourth Amendment to Credit Agreement iii) each of Buyer and Consent, to be dated on or about October 27, 2010, by and among the Borrowers, the Guarantors party thereto, the Administrative Agent, on behalf of the Lenders and the Canadian Agent (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement. Delivery of this Lender Consent by telecopy or other electronic means Seller shall be effective as an original. A duly authorized officer of the undersigned has executed this Lender Consent as of the ___ day of October, 2010. as a Lender By: Name: Title: * By: Name: Title: * Second signature block only required to be signed if two signature blocks are required by such Lenderresponsible for its own legal fees in connection therewith.