Exhibit
      10.1
    

    

    

    
      SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT

    

    
      THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Amendment”),
      dated as of July 21, 2009, is 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 hereto, WACHOVIA BANK, NATIONAL ASSOCIATION,
      as Administrative Agent and Collateral Agent and BANK OF AMERICA, N.A.,
      acting through its Canada branch, as Canadian Agent.  Capitalized terms
      used herein and not otherwise defined herein shall have the meanings
      ascribed thereto in the Credit Agreement (as hereinafter defined).
    

    

    

    
      W I T N E S S E T H

    

    
      WHEREAS, the Borrowers, the Guarantors, certain banks and
      financial institutions from time to time party thereto (the “Lenders”)
      and the Administrative Agent are parties to that certain Amended and
      Restated Credit Agreement dated as of March 5, 2008 (as amended,
      modified, extended, restated, replaced, or supplemented from time to
      time, the “Credit Agreement”);
    

    
      WHEREAS, the Credit Parties have requested the Required Lenders
      amend certain provisions of the Credit Agreement; and
    

    
      WHEREAS, the Required Lenders are willing to make such amendments
      to the Credit Agreement, in each case, in accordance with and subject to
      the terms and conditions set forth herein.
    

    
      NOW, THEREFORE, in consideration of the agreements hereinafter
      set forth, and for other good and valuable consideration, the receipt
      and adequacy of which are hereby acknowledged, the parties hereto agree
      as follows:
    

    

    

    
      ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT

    

    
      1.1       Amendment to
      Definition of 2016 Senior Notes.  The
      definition of 2016 Senior Notes is hereby amended and restated in its
      entirety to read as follows:
    

    
      “2016 Senior Notes” means the Company’s 9.25% senior notes
      due March, 2016 issued pursuant to the 2008 Senior Note Indenture.
    

    
      1.2       Amendment to Section
      2.10(b)(iii).  Section 2.10(b)(iii) of the Credit Agreement is
      hereby amended and restated in its entirety to read as follows:
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (iii)     Debt Issuances.  Immediately
      upon receipt by a Borrower or any Restricted Subsidiary of proceeds from
      (A) any Debt Issuance (other than an Excluded Debt Issuance) or (B) any
      borrowing after the Closing Date under a Permitted Securitization
      Transaction, the Company shall prepay the Loans in an aggregate amount
      equal to one hundred percent (100%) of the Net Proceeds of such Debt
      Issuance or such borrowing to the Lenders (such prepayment to be applied
      as set forth in clause (vi) below); provided that the Company
      shall not be required to prepay the Loans with the Net Proceeds from any
      Debt Issuance made pursuant to Section 6.3(l) to the extent such Net
      Proceeds are used to (1) repay the 2011 Senior Notes or the 2013 Senior
      Notes at maturity, (2) redeem, defease, repurchase, purchase prior to
      maturity or repay the 2011 Senior Notes or the 2013 Senior Notes in
      accordance with the terms of Section 6.18(a)  or (3) prepay the
      Term Loans, in each case within one (1) year after such Debt Issuance;
      it being understood that any such Net Proceeds that are not so used
      within such time period shall be promptly used to prepay the Loans (such
      prepayment to be applied as set forth in clause (vi) below).
    

    
      1.3       Amendments to Section
      6.3.  Section 6.3 of the Credit Agreement is hereby amended by
      amending and restating subsections (c) and (i) thereof, adding a new
      subsection (l) thereto and making the appropriate punctuation and
      grammatical changes thereto, in each case to read as follows:
    

    
      (c)       Indebtedness (i) (A) existing as of the Closing Date
      (including, without limitation, the 2011 Senior Notes, the 2013 Senior
      Notes, the Solvay Bonds and the SCC Tax and Deferred Cash Payments) and
      (B) with respect to any such Indebtedness in an outstanding principal
      amount in excess of U.S.$5,000,000 (other than the 2011 Senior Notes,
      the 2013 Senior Notes, the Solvay Bonds and the SCC Tax and Deferred
      Cash Payments), set forth on Schedule 3.18 and (ii) incurred
      pursuant to the 2016 Senior Notes; and renewals, refinancings,
      refundings or extensions thereof in a principal amount not in excess of
      that outstanding as of the date of such renewal, refinancing or
      extension; provided that (i) the terms relating to principal
      amount, amortization, maturity, redemption, prepayment, covenants,
      defaults, remedies, collateral (if any) and subordination (if any), and
      other material terms taken as a whole, of any such refinancing,
      refunding, renewing or extending Indebtedness, and of any agreement
      entered into and of any instrument issued in connection therewith, are
      no less favorable in any material respect to the Credit Parties or the
      Lenders than the terms of any agreement or instrument governing the
      Indebtedness being refinanced, renewed or extended, (ii) the interest
      rate applicable to any such refinancing, refunding, renewing or
      extending Indebtedness does not exceed the then applicable market
      interest rate, (iii) such Indebtedness has a maturity no earlier than
      March 16, 2013 (or, with respect to the 2016 Senior Notes, March 15,
      2016) and (iv) the Solvay Bonds may only be refinanced or refunded with
      new revenue bonds or other financing related to the Solvay Facility on
      terms and conditions no more restrictive in any material respect than,
      and no less favorable in any material respect to the Lenders than, the
      Solvay Bonds; it being understood and agreed that (A) if the Solvay
      Bonds are refinanced or refunded with new revenue bonds or other
      Indebtedness secured by the assets of Solvay LLC, the Company shall use
      commercially reasonable efforts to ensure that the new revenue bonds or
      secured Indebtedness permit Solvay LLC to become a U.S. Guarantor
      hereunder, (B) if the Solvay Bonds are refinanced or refunded with
      unsecured Indebtedness, such Indebtedness shall permit Solvay LLC to
      become a U.S. Guarantor hereunder and grant Liens on its Property in
      favor of the Collateral Agent and (C) the interest rate, yield and other
      economic terms for such new revenue bonds or other financing shall be at
      prevailing market rates at the time of such refinancing or refunding;
    

    

    

    
      **********

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (i)       unsecured Indebtedness of the Company, and guarantees of such
      Indebtedness by the Company’s Restricted Subsidiaries that are U.S.
      Guarantors, under the 2016 Senior Notes in an aggregate principal amount
      not to exceed U.S.$200,000,000 plus the principal amount of any add-on
      to the 2016 Senior Notes to the extent such add-on is incurred pursuant
      to another subsection of this Section 6.3;
    

    
      **********

    

    
      (l)       unsecured Indebtedness in an aggregate principal amount not to
      exceed U.S.$100,000,000; provided that the maturity date of such
      unsecured Indebtedness shall be no earlier than, and such Indebtedness
      shall not be subject to any amortization payment, mandatory prepayment,
      mandatory sinking fund payment, redemption or other acceleration prior
      to, the date that is one (1) year following the Term Loan B Maturity
      Date.
    

    
      1.4       Amendment to
      Section 6.18(a).  Section 6.18(a) of the Credit Agreement
      is hereby amended and restated in its entirety to read as follows:
    

    
      (a)       redeem, repurchase, defease, purchase prior to maturity or
      prepay the 2011 Senior Notes, the 2013 Senior Notes, the 2016 Senior
      Notes or any Subordinated Debt, except (i) in connection with any
      refinancing of the 2011 Senior Notes, the 2013 Senior Notes, the 2016
      Senior Notes or any Subordinated Debt permitted by the terms of Section
      6.3 and (ii) redemptions, repurchases, defeasances, purchases or
      prepayments of the 2011 Senior Notes and/or the 2013 Senior Notes in an
      aggregate amount not to exceed: (1) for all such redemptions,
      repurchases, defeasances, purchases or prepayments of the 2011 Senior
      Notes and/or the 2013 Senior Notes made in any fiscal year, (x)
      $85,000,000 (the “Annual Limit”) plus (y)
      beginning with the fiscal year of the Company ending on September 30,
      2011, the unused amount available under the Annual Limit for the
      immediately preceding fiscal year (excluding any carry forward available
      from any prior fiscal year); provided that, with respect to any
      fiscal year, any redemptions, repurchases, defeasances, purchases or
      prepayments of the 2011 Senior Notes and/or the 2013 Senior Notes made
      during such fiscal year shall be deemed to be made first with respect to
      the Annual Limit and then with respect to any carry forward amount to
      the extent applicable; and (2) for all such redemptions, repurchases,
      defeasances, purchases or prepayments of the 2011 Senior Notes and/or
      the 2013 Senior Notes made after the Closing Date, $170,000,000; provided
      that, in the case of any such redemption, repurchase, defeasance,
      purchase or prepayment described in this clause (ii), (A) no Default or
      Event of Default has occurred and is continuing or would be directly or
      indirectly caused as a result thereof and (B) after giving effect to any
      such redemption, repurchase, defeasance, purchase or prepayment, the
      Borrowers shall have availability under the Aggregate Revolving
      Committed Amount of at least $300,000,000; and provided further
      that if the Leverage Ratio both before and after giving effect to any
      such redemption, repurchase, defeasance, purchase or prepayment on a Pro
      Forma Basis does not exceed 3.00 to 1.00 and if the conditions in clause
      (A) and (B) above have been satisfied, the Borrower may make additional
      redemptions, repurchases, defeasances, purchases or prepayments of the
      2011 Senior Notes and/or the 2013 Senior Notes pursuant to this clause
      (ii) in an aggregate amount for all such additional redemptions,
      repurchases, defeasances, purchases or prepayments not to exceed
      $100,000,000 (it being understood and agreed that any redemption,
      repurchase, defeasance, purchase or prepayment of the 2011 Senior Notes
      and/or the 2013 Senior Notes that is permitted by this subsection at the
      time it is made shall thereafter be permitted by this subsection
      regardless of whether the conditions set forth in clauses (A) and (B)
      above continue to be satisfied);
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      ARTICLE II
CONDITIONS TO EFFECTIVENESS

    

    
      2.1       Closing
      Conditions.  This Amendment shall become effective as of
      the day and year set forth above (the “Amendment Effective Date”)
      upon satisfaction (or waiver) of the following conditions on or prior to
      July 31, 2009:
    

    
      (a)       Executed Amendment.  The
      Administrative Agent shall have received a copy of this Amendment duly
      executed by each of the Credit Parties, the Administrative Agent, on
      behalf of the Required Lenders, and the Canadian Agent.
    

    
      (b)       Executed Lender Consents.  The
      Administrative Agent shall have received executed consents, in
      substantially the form of Exhibit A attached hereto (each a “Lender
      Consent”), from the Required Lenders authorizing the Administrative
      Agent to enter into this Amendment on their behalf.  The delivery by the
      Administrative Agent of its signature page to this Amendment shall
      constitute conclusive evidence that the consents from the Required
      Lenders have been obtained.
    

    
      (c)       Representations and
      Warranties.  The representations and warranties set forth in
      Article III of the Credit Agreement are true and correct as of the
      Amendment Effective Date (except for those which expressly relate to an
      earlier date).
    

    
      (d)       No Default.  As of
      the Amendment Effective Date and after giving effect to this Amendment,
      no event has occurred and is continuing which constitutes a Default or
      an Event of Default.
    

    
      (e)       Fees and Expenses.  The
      Administrative Agent shall have received from the Borrowers such fees
      and expenses that are payable in connection with the consummation of the
      transactions contemplated hereby and Moore & Van Allen PLLC shall have
      received from the Borrowers payment of all outstanding fees and expenses
      previously incurred and all fees and expenses incurred in connection
      with this Amendment.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (f)       Miscellaneous.  All
      other documents and legal matters in connection with the transactions
      contemplated by this Amendment shall be reasonably satisfactory in form
      and substance to the Administrative Agent and its counsel.
    

    

    

    
      ARTICLE III
MISCELLANEOUS

    

    

    

    
      3.1       Amended Terms.  On
      and after the Amendment Effective Date, all references to the Credit
      Agreement in each of the Credit Documents shall hereafter mean the
      Credit Agreement as amended by this Amendment.  Except as specifically
      amended hereby or otherwise agreed, the Credit Agreement is hereby
      ratified and confirmed and shall remain in full force and effect
      according to its terms.
    

    

    

    
      3.2       Representations
      and Warranties of Credit Parties.  Each of the Credit
      Parties represents and warrants as follows:
    

    
      (a)       It has taken all necessary action to authorize the execution,
      delivery and performance of this Amendment.
    

    
      (b)       This Amendment has been duly executed and delivered by such
      Person and constitutes such Person’s legal, valid and binding
      obligation, enforceable in accordance with its terms, except as such
      enforceability may be subject to (i) bankruptcy, insolvency,
      reorganization, fraudulent conveyance or transfer, moratorium or similar
      laws affecting creditors’ rights generally and (ii) general principles
      of equity (regardless of whether such enforceability is considered in a
      proceeding at law or in equity).
    

    
      (c)       No consent, approval, authorization or order of, or filing,
      registration or qualification with, any court or governmental authority
      or third party is required in connection with the execution, delivery or
      performance by such Person of this Amendment.
    

    
      (d)       The representations and warranties set forth in Article III of
      the Credit Agreement are true and correct as of the Amendment Effective
      Date (except for those which expressly relate to an earlier date).
    

    
      (e)       As of the Amendment Effective Date and after giving effect to
      this Amendment, no event has occurred and is continuing which
      constitutes a Default or an Event of Default.
    

    
      (f)       The Security Documents continue to create a valid security
      interest in, and Lien upon, the Collateral, in favor of the
      Administrative Agent or the Canadian Agent, as applicable, for the
      benefit of the applicable Lenders, which security interests and Liens
      are perfected in accordance with the terms of the Security Documents and
      prior to all Liens other than Permitted Liens.
    

    
      (g)       The Credit Party Obligations are not reduced or modified by
      this Amendment and are not subject to any offsets, defenses or
      counterclaims.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      3.3       Reaffirmation
      of Credit Party Obligations.  Each Credit Party hereby
      ratifies the Credit Agreement and acknowledges and reaffirms (a) that it
      is bound by all terms of the Credit Agreement applicable to it and
      (b) that it is responsible for the observance and full performance of
      its respective Credit Party Obligations.
    

    
      3.4       Credit Document.  This
      Amendment shall constitute a Credit Document under the terms of the
      Credit Agreement.
    

    
      3.5       Expenses.  The
      Credit Parties agree to pay all reasonable costs and expenses of the
      Administrative Agent in connection with the preparation, execution and
      delivery of this Amendment, including without limitation the reasonable
      fees and expenses of the Administrative Agent’s legal counsel.
    

    
      3.6       Further
      Assurances.  The Credit Parties agree to promptly take
      such action, upon the request of the Administrative Agent, as is
      necessary to carry out the intent of this Amendment.
    

    
      3.7       Entirety.  This
      Amendment and the other Credit Documents embody the entire agreement
      among the parties hereto and supersede all prior agreements and
      understandings, oral or written, if any, relating to the subject matter
      hereof.
    

    
      3.8       Counterparts;
      Telecopy.  This Amendment may be executed in any number
      of counterparts, each of which when so executed and delivered shall be
      an original, but all of which shall constitute one and the same
      instrument.  Delivery of an executed counterpart to this Amendment by
      telecopy or other electronic means shall be effective as an original and
      shall constitute a representation that an original will be delivered.  
    

    
      3.9       No Actions, Claims,
      Etc.  As of the date hereof, each of the Credit Parties hereby
      acknowledges and confirms that it has no knowledge of any actions,
      causes of action, claims, demands, damages and liabilities of whatever
      kind or nature, in law or in equity, against the Administrative Agent,
      the Collateral Agent, the Canadian Agent, the Lenders, or any of their
      respective officers, employees, representatives, agents, counsel or
      directors arising from any action by such Persons, or failure of such
      Persons to act under this Credit Agreement on or prior to the date
      hereof.  
    

    
      3.10      GOVERNING LAW.  THIS
      AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
    

    
      3.11      Successors and Assigns.  This
      Amendment shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and assigns.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      3.12      General Release.  In
      consideration of the Administrative Agent’s, on behalf of the Lenders,
      and the Canadian Agent’s willingness to enter into this Amendment, each
      Credit Party hereby releases and forever discharges the Administrative
      Agent, the Collateral Agent, the Canadian Agent, the Lenders and each of
      their respective predecessors, successors, assigns, officers, managers,
      directors, employees, agents, attorneys, representatives, and affiliates
      (hereinafter all of the above collectively referred to as “Bank
      Group”), from any and all claims, counterclaims, demands, damages,
      debts, suits, liabilities, actions and causes of action of any nature
      whatsoever, including, without limitation, all claims, demands, and
      causes of action for contribution and indemnity, whether arising at law
      or in equity, whether known or unknown, whether liability be direct or
      indirect, liquidated or unliquidated, whether absolute or contingent,
      foreseen or unforeseen, and whether or not heretofore asserted, which
      any Credit Party may have or claim to have against any of the Bank Group
      in any way related to or connected with the Credit Documents and the
      transactions contemplated thereby.  
    

    
      3.13      Consent to Jurisdiction;
      Service of Process; Waiver of Jury Trial.  The jurisdiction,
      service of process and waiver of jury trial provisions set forth in
      Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated
      by reference, mutatis mutandis.
    

    

    

    
      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
    

    

    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF the parties hereto have caused this Amendment to be
      duly executed on the date first above written.
    

    

    

    

    

    
    	
          
            BORROWERS:
          

        	
           
        	
          
            ROCK-TENN COMPANY
          

        	

        
	

        	

        	

        	
           
        	

        	

        
	

        	

        	
          
            By:
          

        	

        	
          
            /s/ John D. Stakel
          

        	

        
	

        	

        	
          
            Name:
          

        	

        	
          
            John D. Stakel
          

        	

        
	

        	

        	
          
            Title:
          

        	

        	
          
            Vice President - Treasurer
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            ROCK-TENN COMPANY OF CANADA
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            By:
          

        	

        	
          
            /s/ John D. Stakel
          

        	

        
	

        	

        	
          
            Name:
          

        	

        	
          
            John D. Stakel
          

        	

        
	

        	

        	
          
            Title:
          

        	

        	
          
            Vice President - Treasurer
          

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          
            GUARANTORS:
          

        	
           
        	
          
            ALLIANCE ASIA, LLC
          

        
	

        	

        	
          
            PCPC, INC.
          

        
	

        	

        	
          
            PREFLEX LLC
          

        
	

        	

        	
          
            ROCK-TENN CANADA HOLDINGS, INC.
          

        
	

        	

        	
          
            ROCK-TENN COMPANY OF TEXAS
          

        
	

        	

        	
          
            ROCK-TENN CONVERTING COMPANY
          

        
	

        	

        	
          
            ROCK-TENN LEASING COMPANY, LLC
          

        
	

        	

        	
          
            ROCK-TENN MILL COMPANY, LLC
          

        
	

        	

        	
          
            ROCK-TENN PACKAGING COMPANY
          

        
	

        	

        	
          
            ROCK TENN PARTITION COMPANY
          

        
	

        	

        	
          
            ROCK-TENN SERVICES INC.
          

        
	

        	

        	
          
            ROCK-TENN SHARED SERVICES, LLC
          

        
	

        	

        	
          
            SOUTHERN CONTAINER CORP.
          

        
	

        	

        	
          
            TENCORR CONTAINERBOARD INC.
          

        
	

        	

        	
          
            WALDORF CORPORATION
          

        
	

        	

        	
          
            SOLVAY PAPERBOARD, LLC
          

        
	

        	

        	

        	
           
        	

        	

        
	

        	

        	
          
            By:
          

        	

        	
          
            /s/ John D. Stakel
          

        	

        
	

        	

        	
          
            Name:
          

        	

        	
          
            John D. Stakel
          

        	

        
	

        	

        	
          
            Title:
          

        	

        	
          
            Vice President - Treasurer
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            ALLIANCE DISPLAY COMPANY OF CANADA
          

        
	

        	

        	
          
            LING-INDUSTRIES INC.
          

        
	

        	

        	
          
            LING-QUEBEC INC.
          

        
	

        	

        	
          
            ROCK-TENN COMPANY OF CANADA III
          

        
	

        	

        	
          
            WILCO INC.
          

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            By:
          

        	

        	
          
            /s/ John D. Stakel
          

        	

        
	

        	

        	
          
            Name:
          

        	

        	
          
            John D. Stakel
          

        	

        
	

        	

        	
          
            Title:
          

        	

        	
          
            Vice President - Treasurer
          

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          
            ADMINISTRATIVE/COLLATERAL
          

        	

        	
           
        	

        	

        
	
          
            AGENT:
          

        	

        	
          
            WACHOVIA BANK, NATIONAL ASSOCIATION,
          

        
	

        	

        	
          
            as a Lender and as Administrative Agent and
          

        
	

        	

        	
          
            Collateral Agent on behalf of the Required Lenders
          

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            By:
          

        	

        	
          
            /s/ Andrew G. Payne
          

        	

        
	

        	

        	
          
            Name:
          

        	

        	
          
            Andrew G. Payne
          

        	

        
	

        	

        	
          
            Title:
          

        	

        	
          
            Director
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	
          
            CANADIAN AGENT:
          

        	

        	
          
            BANK OF AMERICA, N.A.,
          

        
	

        	

        	
          
            acting through its Canada Branch,
          

        
	

        	

        	
          
            as Canadian Agent
          

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            By:
          

        	

        	
          
            /s/ Medina Sales de Andrade
          

        	

        
	

        	

        	
          
            Name:
          

        	

        	
          
            Medina Sales de Andrade
          

        	

        
	

        	

        	
          
            Title:
          

        	

        	
          
            Director
          

        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      EXHIBIT A

    

    

    

    
      FORM OF
LENDER CONSENT

    

    

    

    
      See Attached.

    

    

    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      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”), 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 Second Amendment to Credit Agreement
      and Consent, to be dated on or about July 17, 2009, 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 ______________, 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.