Common use of Lender Consent Clause in Contracts

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of August 8, 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among HORIZON LINES, INC., a Delaware corporation (the “Borrower”), those certain Subsidiaries of the Borrower party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the First Amendment to Credit Agreement, to be dated on or about [May ___], 2009, by and among the Borrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders (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 May, 2009 , as a Lender By: Name: Title:

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of August 8September 22, 2007 2006 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among HORIZON LINESORTHOFIX HOLDINGS, INC., a Delaware corporation (the “Borrower”), those certain ORTHOFIX INTERNATIONAL N.V., a Netherlands Antilles corporation (the “Company”), COLGATE MEDIAL LIMITED, a company formed under the laws of England and Wales (“Colgate”), VICTORY MEDICAL LIMITED, a company formed under the laws of England and Wales (“Victory”), 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 Borrower Company party thereto hereto (collectivelytogether with Swiftsure and UK Ltd, each a “Subsidiary Guarantor” and, taken together with the Company, Colgate and Victory, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative 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 First Second Amendment to Credit Agreement, to be dated on or about [May ___]February 23, 20092010, by and among the Borrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders (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 MayFebruary, 2009 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 August 8July 22, 2007 2010 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among HORIZON LINESCHECKPOINT SYSTEMS, INC., a Delaware Pennsylvania corporation (the “Company”), CHECKPOINT MANUFACTURING JAPAN CO., LTD., a company formed under the laws of Japan (the “Japanese Borrower”), CP INTERNATIONAL SYSTEMS C.V., a limited partnership (commanditairs vennootschap) formed under Dutch law (the “Dutch Borrower”), those certain Domestic Subsidiaries of the Borrower party Company identified as “Domestic Guarantors” on the signature pages thereto (collectivelythe “Domestic Subsidiary Guarantors”), those Foreign Subsidiaries of the Company identified as “Foreign Guarantors” on the signature pages thereto (together with the Foreign Borrowers, the “Foreign Guarantors”), the lenders several banks and other financial institutions as may from time to time become party thereto (the “Lenders”) and WACHOVIA WXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of Administrative Agent for the Lenders (in such capacity, the “Administrative 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 First Amendment to Credit Agreement, to be dated on or about [May ___]February 17, 20092012, by and among the Borrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders (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 May, 2009 ______________________, as a Lender By: /s/ Dxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Senior Vice President 1 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 August 8July 22, 2007 2010 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among HORIZON LINESCHECKPOINT SYSTEMS, INC., a Delaware Pennsylvania corporation (the “Company”), CHECKPOINT MANUFACTURING JAPAN CO., LTD., a company formed under the laws of Japan (the “Japanese Borrower”), CP INTERNATIONAL SYSTEMS C.V., a limited partnership (commanditairs vennootschap) formed under Dutch law (the “Dutch Borrower”), those certain Domestic Subsidiaries of the Borrower party Company identified as “Domestic Guarantors” on the signature pages thereto (collectivelythe “Domestic Subsidiary Guarantors”), those Foreign Subsidiaries of the Company identified as “Foreign Guarantors” on the signature pages thereto (together with the Foreign Borrowers, the “Foreign Guarantors”), the lenders several banks and other financial institutions as may from time to time become party thereto (the “Lenders”) and WACHOVIA XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of Administrative Agent for the Lenders (in such capacity, the “Administrative 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 First Second Amendment to Credit Agreement, to be dated on or about [May ___]July 31, 20092012, by and among the Borrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders (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 May____, 2009 2012. ______________________________, as a Lender 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 August 8July 27, 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among HORIZON LINESOSI SYSTEMS, INC., a Delaware California corporation (the “Borrower”), those certain Domestic Subsidiaries of the Borrower party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the First Amendment to Credit Agreement, to be dated on or about [May ___], 20092008, by and among the Borrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders (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 May, 2009 _____________________________________, as a Lender By: Name: Title:

Lender Consent. This Lender Consent is given pursuant to the Amended and Restated Credit Agreement, dated as of August 8February 27, 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among HORIZON LINESGATEHOUSE MEDIA HOLDCO, INC., a Delaware corporation (“Holdco”), GATEHOUSE MEDIA OPERATING, INC., a Delaware corporation (the “Company”), GATEHOUSE MEDIA MASSACHUSETTS I, INC., a Delaware corporation (“GateHouse I”), GATEHOUSE MEDIA MASSACHUSETTS II, INC., a Delaware corporation (“GateHouse II”), ENHE ACQUISITION, LLC, a Delaware limited liability company (“ENHE” and, together with GateHouse I and GateHouse II, collectively the “Subsidiary Borrowers” and individually a “Subsidiary Borrower”), each of those certain Domestic Subsidiaries of Holdco identified as a “Guarantor” on the Borrower 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”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the First Second Amendment to Amended and Restated Credit Agreement, to be dated on or about [May ___], 2009, 2009 by and among Holdco, the BorrowerCompany, the Subsidiary Borrowers, the Guarantors party thereto, and the Administrative Agent, on behalf of the Required Lenders (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 May, 2009 2009. , as a Lender By: Name: Title: Schedule 2.9(a)(1) to 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 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 Credit Agreement, dated as of August 8January 24, 2007 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 HORIZON LINES, XXXXXX INC.. (formerly known as Xxxxxx CDT Inc.), a Delaware corporation (the “Borrower”), those certain Material Domestic Subsidiaries of the Borrower party thereto (each a “Guarantor” and collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the First Fourth Amendment to Credit AgreementAgreement and Amendment to Security Agreement and Pledge Agreement (the “Amendment”), to be dated on or about [May ___]June 29, 2009, by and among the Borrower, the Guarantors party thereto, thereto and the Administrative Agent, on behalf of the Lenders (the “Amendment”) Agent 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 Maythe Amended Credit Agreement, 2009 (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: 2 Borrower’s consent is only required to 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 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 August 8March 30, 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), ) by and among HORIZON LINESALLIANCE ONE INTERNATIONAL, INC., a Delaware Virginia corporation (the “Company”), INTABEX NETHERLANDS B.V., a company formed under the laws of The Netherlands and a Subsidiary of the Company (the “Dutch Borrower”; together with the Company, collectively the “Borrowers,” and individually, a “Borrower”), those certain each of the 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”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the First Amendment to Credit AgreementWaiver and Consent (the “Consent”), to be dated on or about [May ___]June 20, 2009, 2007 by and among the Borrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders (the “Amendment”) Agent 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 MayJune, 2009 2007. ______________________________, as a Lender By: ______________________________ Name: ______________________________ Title:

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of August 8October 15, 2007 2010 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among HORIZON LINESOSI SYSTEMS, INC., a Delaware corporation (the “Borrower”), those certain Domestic Subsidiaries of the Borrower party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”) and WACHOVIA XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the First Amendment to Credit Agreement, to be dated on or about [May ___November [ ], 20092011, by and among the Borrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders (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 May, 2009 2011. , as a Lender By: Name: Title:

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of August 8March 5, 2007 2008 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among HORIZON LINES, INC.ROCK-TENN COMPANY, a Delaware Georgia corporation (the “BorrowerCompany”), those certain Subsidiaries of ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (the Borrower “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”) and WACHOVIA ), XXXXX FARGO BANK, NATIONAL ASSOCIATIONASSOCIATION (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 First Fourth Amendment to Credit AgreementAgreement and Consent, to be dated on or about [May ___]October 27, 20092010, by and among the BorrowerBorrowers, 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 MayOctober, 2009 , 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 August 8March 30, 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among HORIZON LINESALLIANCE ONE INTERNATIONAL, INC., a Delaware Virginia corporation (the “Company”), INTABEX NETHERLANDS B.V., a company formed under the laws of The Netherlands and a Subsidiary of the Company (the “Dutch Borrower”; together with the Company, collectively the “Borrowers,” and individually, a “Borrower”), those certain each of the 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”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the First Second Amendment to Credit Agreement, to be dated on or about [as of May ___], 20092007, by and among the Borrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders (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 May, 2009 2007. ______________________________, as a Lender By: ______________________________ Name: ______________________________ Title:

Lender Consent. This Lender Consent is given pursuant to the Amended and Restated Credit Agreement, dated as of August 8March 30, 2007 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among HORIZON LINESALLIANCE ONE INTERNATIONAL, INC., a Delaware Virginia corporation (the “Company”), INTABEX NETHERLANDS B.V., a company formed under the laws of The Netherlands and a Subsidiary of the Company (the “Dutch Borrower”; together with the Company, collectively the “Borrowers,” and individually, a “Borrower”), those certain each of the 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”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the First Third Amendment to Credit Agreement, to be dated on or about [May as of February ___], 20092008, by and among the Borrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders (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 MayFebruary, 2009 2008. ______________________________, as a Lender By: ______________________________ Name: ______________________________ Title:

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of August 8January 24, 2007 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 HORIZON LINES, XXXXXX CDT INC., a Delaware corporation (the “Borrower”), those certain Material Domestic Subsidiaries of the Borrower party thereto (each a “Guarantor” and collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the First Amendment to Credit AgreementAgreement and Waiver (the “Amendment”), to be dated on or about [May ___]as of February 16, 20092007, by and among the Borrower, the Guarantors party thereto, thereto and the Administrative Agent, on behalf of the Lenders (the “Amendment”) Agent 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 MayFebruary, 2009 2007. ______________________________, as a Lender By: ______________________________ Name: ____________________________ Title:: ___________________________ 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 any of the entities listed above.

Lender Consent. This Lender Consent is given pursuant to the Credit Agreement, dated as of August 8January 24, 2007 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 HORIZON LINES, XXXXXX INC.. (formerly known as Xxxxxx CDT Inc.), a Delaware corporation (the “Borrower”), those certain Material Domestic Subsidiaries of the Borrower party thereto (each a “Guarantor” and collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the First Third Amendment to Credit AgreementAgreement (the “Amendment”), to be dated on or about [May as of March ___], 2009, by and among the Borrower, the Guarantors party thereto, thereto and the Administrative Agent, on behalf of the Lenders (the “Amendment”) Agent 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 May_], 2009 2009. , as a Lender By: Name: Title:: 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 August 8March 5, 2007 2008 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among HORIZON LINES, INC.ROCK-TENN COMPANY, a Delaware Georgia corporation (the “BorrowerCompany”), those certain Subsidiaries of ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (the Borrower “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”) and ), 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 First Third Amendment to Credit Agreement, to be dated on or about [May ___]February 3, 20092010, by and among the BorrowerBorrowers, 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 May, 2009 2010. , as a Lender By: Name: Title: * By: Name: Title: