Common use of AGENT AND LENDERS Clause in Contracts

AGENT AND LENDERS. BANK OF AMERICA, N.A., as Agent and a Lender By: /s/ Sxxxxx X. Xxxxx Name: Sxxxxx X. Xxxxx Title: Vice President Amendment Number Two to Loan and Security Agreement WXXXX FARGO CAPITAL FINANCE, LLC, as a Lender By: /s/ Kxxxxx Xxxx Name: Kxxxxx Xxxx Title: Vice President Amendment Number Two to Loan and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each of the undersigned parties (each, a “Guarantor”), (i) consents to and approves the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “Guaranty”) by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, and (v) agrees that the Guaranty remains in full force and effect and is hereby ratified and confirmed. Acknowledgment and Reaffirmation of Guaranty “GUARANTORS” SPANSION INTERNATIONAL, INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIES, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer

AGENT AND LENDERS. BANK OF AMERICA, N.A.SUNTRUST BANK, as the Administrative Agent and a Lender By: /s/ Sxxxxx X. Xxxxx Xxxx Xxxxxx Name: Sxxxxx X. Xxxxx Xxxx Xxxxxx Title: Vice President Amendment Number Two to Loan and Security Agreement WXXXX FARGO CAPITAL FINANCE, LLCManaging Director ROYAL BANK OF CANADA, as a Lender By: /s/ Kxxxxx Xxxx Xxxxxxx Name: Kxxxxx Xxxx Xxxxxxx Title: Authorized Signatory BARCLAYS BANK PLC, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director OPY CREDIT CORP., as a Lender By: /s/ Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: Managing Director CO BANK, as a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President Amendment Number Two to Loan and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each of the undersigned parties (eachXXXXXX XXXXXXX BANK N.A, as a “Guarantor”), (i) consents to and approves the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “Guaranty”) by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, and (v) agrees that the Guaranty remains in full force and effect and is hereby ratified and confirmed. Acknowledgment and Reaffirmation of Guaranty “GUARANTORS” SPANSION INTERNATIONAL, INC., a Delaware corporation Lender By: /s/ Rxxxx X. Xxxx Xxxxxxx Name: Rxxxx X. Xxxx Xxxxxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation Authorized Signatory EXHIBIT C FORM OF COMPLIANCE CERTIFICATE The undersigned hereby certifies that he or she is an Authorized Signatory of Guaranty SPANSION INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIESZAYO GROUP, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment (the “Administrative Borrower”). In connection with that certain Credit Agreement, dated as of March 12, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement), by and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLCamong the Administrative Borrower, Zayo Capital, Inc., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer(“Zayo Capital”; and together with Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lenders (the “Lenders”), SunTrust Bank, as the Issuing Bank, SunTrust Bank, as the Collateral Agent, and SunTrust Bank, as the administrative agent (the “Administrative Agent”), the undersigned does hereby further certify that:

AGENT AND LENDERS. XXXXX FARGO FOOTHILL, INC., as Agent and Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: VP BANK OF AMERICA, N.A., as Agent and a Lender By: /s/ Sxxxxx Xxxxxxx X. Xxxxx Xxxxxxxxx Name: Sxxxxx Xxxxxxx X. Xxxxx Xxxxxxxxx Title: Managing Director U.S. BANK NATIONAL ASSOCIATION, as Lender By: /s/ Tyler Faverbach Name: Tyler Faverbach Title: Vice President Amendment Number Two [Consent and Ratification follows.] first amendment to second Amended and Restated Credit Agreement — Signature Page CONSENT AND RATIFICATION The undersigned, EASTERN AMERICAN ENERGY CORPORATION, a West Virginia corporation and ALLEGHENY & WESTERN ENERGY CORPORATION, a West Virginia corporation (each a “Pledging Subsidiary” and collectively the “Pledging Subsidiaries”) have executed certain Loan and Security Agreement WXXXX Documents in favor of XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLCINC., a California corporation, as a Lender By: /s/ Kxxxxx Xxxx Name: Kxxxxx Xxxx Title: Vice President Amendment Number Two the arranger and administrative agent (“Agent”) for the Lenders in connection with that certain Second Amended and Restated Credit Agreement, dated as of September 7, 2007 (the “Credit Agreement”) between and among, on the one hand, the lenders identified on the signature pages thereof (such lenders, together with their respective successors and assigns, are referred to Loan and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each of the undersigned parties (each, thereafter each individually as a “GuarantorLender” and collectively as the “Lenders”), Agent, and, on the other hand, ENERGY CORPORATION OF AMERICA, a West Virginia corporation (i) consents to “Borrower”). The Pledging Subsidiaries hereby consent and approves the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant agree to the guaranty agreement delivered in connection with terms of the First Amendment to Second Amended and Restated Credit Agreement (the “GuarantyAmendment”) executed by Borrower, the Lenders and Agent, a copy of which is attached hereto, and the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, and (v) agrees agree that the Guaranty remains Loan Documents to which they are a party shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of the Pledging Subsidiaries and enforceable against the Pledging Subsidiaries in accordance with their terms. Furthermore, each Pledging Subsidiary hereby agrees and acknowledges that (a) none of the Loan Documents to which it is hereby ratified a party is subject to any claims, defenses or offsets, (b) nothing contained in the Amendment or any other Loan Document shall adversely affect any right or remedy of Agent under any of the Loan Documents to which it is a party, (c) the execution and confirmeddelivery of the Amendment shall in no way reduce, impair or discharge any indebtedness, liability or obligation of the undersigned under any of the Loan Documents to which it is a party and shall not constitute a waiver by Agent of any of Agent’s rights against the undersigned, (d) by virtue hereof and by virtue of each of the Loan Documents to which it is a party, each Pledging Subsidiary ratifies in full all of its indebtedness, liabilities and obligations arising under each of the Loan Documents to which it is a party, (e) the Pledging Subsidiaries’ consent is not required for the effectiveness of the Amendment, and (f) no consent by the Pledging Subsidiaries is required for the effectiveness of any future amendment, modification, forbearance or other action with respect to the Credit Agreement or any present or future Loan Document. Acknowledgment and Reaffirmation of Guaranty “GUARANTORS” SPANSION INTERNATIONALEASTERN AMERICAN ALLEGHENY & WESTERN ENERGY ENERGY CORPORATION, INC.CORPORATION, a Delaware corporation West Virginia Corporation a West Virginia Corporation By: /s/ Rxxxx X. Xxxx By: Name: Rxxxx X. Xxxx Name: Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President first amendment to second Amended and Chief Financial Officer Acknowledgment Restated Credit Agreement — Consent and Reaffirmation Ratification EXHIBIT A SCHEDULE C-1 Commitments Revolver Term Loan Total Lender Commitment Commitment Commitment Xxxxx Fargo Foothill, Inc. $ 75,000,000 $ 50,000,000 $ 125,000,000 Bank of Guaranty CERIUM LABORATORIESAmerica, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial OfficerN.A. $ 37,500,000 $ 37,500,000 $ 75,000,000 U.S. Bank National Association $ 37,500,000 $ 12,500,000 $ 50,000,000 All Lenders $ 150,000,000 $ 100,000,000 $ 250,000,000

AGENT AND LENDERS. BANK OF AMERICAKEYBANK NATIONAL ASSOCIATION, N.A., individually as Agent and a Lender and as the Agent By: /s/ Sxxxxx X. Xxxxx Xxxxxx Name: Sxxxxx X. Xxxxx Xxxxxx Title: Senior Vice President Amendment Number Two to Loan and Security Agreement WXXXX FARGO CAPITAL FINANCE, LLCBMO XXXXXX BANK N.A., as a Lender By: /s/ Kxxxxx Xxxx Xxxxx Xxxxx Name: Kxxxxx Xxxx Xxxxx Xxxxx Title: Director CITIZENS BANK, N.A., as a Lender By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President Amendment Number Two COMPASS BANK, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Senior Vice President [Signatures Continued on Next Page.] COMERICA BANK, as a Lender By: /s/Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President SYNOVUS BANK, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director, Corporate Banking FIRST TENNESSEE BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Vice President EXITING LENDER The lender executing below (the “Exiting Lender”) is a “Lender” under the Existing Credit Agreement that is not continuing as a lender under the First Amended and Restated Senior Secured Credit Agreement to Loan and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each which this signature page is attached (the “Amended Credit Agreement”). Simultaneously with the Closing Date of the undersigned parties (eachAmended Credit Agreement, the Exiting Lender shall cease to be a “Guarantor”)Lender” under the Existing Credit Agreement, and shall have no further liabilities or obligations thereunder; provided that, notwithstanding anything else provided herein or otherwise, any rights of the Exiting Lender under the Loan Documents (ias defined in the Existing Credit Agreement) consents that are intended by their express terms to and approves survive termination of the execution and delivery Commitments (as defined in the Existing Credit Agreement) and/or the repayment, satisfaction or discharge of this Amendment by obligations under any such Loan Document shall survive for the parties heretoExiting Lender. Furthermore, (ii) agrees that this Amendment does the Exiting Lender shall not be a “Lender” under the Amended Credit Agreement and shall not limit have any liabilities or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “Guaranty”) by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the GuarantyAmended Credit Agreement. To the extent required under the Existing Credit Agreement, the Exiting Lender consents to the amendment of the Existing Credit Agreement and the “Loan Documents” (v) agrees that as defined in the Guaranty remains Existing Credit Agreement). Upon the Closing Date, the Borrower shall pay all outstanding amounts due or accrued and unpaid to the Exiting Lender under the Existing Credit Agreement and the other “Loan Documents” (as defined in full force the Existing Credit Agreement), including all principal, accrued and effect unpaid interest and is hereby ratified fees. The undersigned Exiting Lender has duly executed this Agreement for the limited purpose of acknowledging and confirmed. Acknowledgment and Reaffirmation of Guaranty agreeing to the terms set forth above under “GUARANTORS” SPANSION INTERNATIONAL, INC., a Delaware corporation ByExiting Lender”: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIES, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial OfficerEXITING LENDER:

AGENT AND LENDERS. BANK OF AMERICA, N.A., as Agent and as a Lender By: /s/ Sxxxxx Xxxxxxx X. Xxxxx Xxx Xxxxxxxxxx Name: Sxxxxx Xxxxxxx X. Xxxxx Xxx Xxxxxxxxxx Title: Senior Vice President Amendment Number Two to Loan and Security Agreement WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, as a Lender By: /s/ Kxxxxx Xxxxxx X. Xxxx Name: Kxxxxx Xxxxxx X. Xxxx Title: Vice President ACKNOWLEDGEMENT BY GUARANTORS Dated as of July 24, 2014 Each of the undersigned, being a Guarantor (each a “Guarantor” and, collectively, the “Guarantors”) under that certain Guaranty and Security Agreement dated as of December 27, 2010 made in favor of Agent (as amended, supplemented or otherwise modified from time to time, the “Guaranty”), hereby acknowledges and agrees to the foregoing Ninth Amendment Number Two to Loan and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each of the undersigned parties (each, a “Guarantor”), (i) consents to and approves the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “GuarantyAmendment”) by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, confirms and (v) agrees that the Guaranty remains is and shall continue to be, in full force and effect and is hereby ratified and confirmedconfirmed in all respects except that, upon the effectiveness of, and on and after the date of the Amendment, each reference in such Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”, “thereof” or words of like import referring to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended or modified by the Amendment. Acknowledgment Although Agent has informed Guarantors of the matters set forth above, and Reaffirmation of each Guarantor has acknowledged the same, each Guarantor understands and agrees that Agent has no duty under the Loan Agreement, the Guaranty “GUARANTORS” SPANSION INTERNATIONALor any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any advances or transaction hereafter. CELLU TISSUE HOLDINGS, INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC.CELLU TISSUE CORPORATION – NATURAL DAM, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIESCELLU TISSUE CORPORATION – NEENAH, a Delaware corporation CELLU TISSUE LLC, a Delaware limited liability company MENOMINEE ACQUISITION CORPORATION, a Delaware corporation CELLU TISSUE – THOMASTON, LLC, a Delaware limited liability company CELLU TISSUE – LONG ISLAND, LLC, a Delaware limited liability company CELLU TISSUE CORPORATION – OKLAHOMA CITY, a Delaware corporation CELLU TISSUE – CITYFOREST LLC a Minnesota limited liability company CLEARWATER PAPER – XXXXXXX, LLC, a Delaware limited liability company CLEARWATER FIBER, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Xxxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Xxxxx Title: Chief Financial Officer

AGENT AND LENDERS. BANK OF AMERICA, N.A.ANTARES CAPITAL CORPORATION, as Agent and a Lender By: /s/ Sxxxxx Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Duly Authorized Signatory First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. Pangaea CLO 2007-1 LTD. By Pangaea Asset Management, LLC, its Collateral Manager By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. De Meer Middle Market CLO 2006-1, LTD. By Pangaea Asset Management, LLC, its Collateral Manager By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. ORIX FINANCE CORP, a Lender By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Sxxxxx Xxxxxxxxxxx X. Xxxxx Title: Vice President Authorized Representative First Amendment Number Two to Loan Forbearance Agreement and Security Eighth Amendment to Credit Agreement WXXXX FARGO CAPITAL FINANCEIN WITNESS WHEREOF, LLCthe parties hereto have executed and delivered this Agreement as of the day and year first above written. OFSI Fund III, Ltd. By: Orchard First Source Capital, Inc. Its: attorney in fact By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: DIRECTOR First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. OFS Funding, LLC By: Orchard First Source Capital, Inc. Its: Attorney in Fact By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: DIRECTOR First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. Bank of America NA, as successor to LaSalle Bank National Association, as a Lender By: /s/ Kxxxxx Xxxxx Xxxx Name: Kxxxxx Xxxxx Xxxx Title: Senior Vice President First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. M&I XXXXXXXX & XXXXXX BANK, as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President First Amendment Number Two to Loan Forbearance Agreement and Security Eighth Amendment to Credit Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the undersigned parties (eachday and year first above written. ANTARES FUNDING, a “Guarantor”)L.P. By: The Bank of New York Trust Company, (i) consents to and approves N.A., as Trustee of the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “Guaranty”) by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations Antares Funding Trust created under the GuarantyTrust Agreement dated as of November 30,1999, and (v) agrees that the Guaranty remains in full force and effect and is hereby ratified and confirmed. Acknowledgment and Reaffirmation of Guaranty “GUARANTORS” SPANSION INTERNATIONAL, INC., as a Delaware corporation Lender By: /s/ Rxxxx X. Xxxx Xxxxxxx Xxxxx Name: Rxxxx X. Xxxx Xxxxxxx Xxxxx Title: Chief Financial Officer VICE PRESIDENT First Amendment to Forbearance Agreement and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIES, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial OfficerEighth Amendment to Credit Agreement

AGENT AND LENDERS. BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Agent and as a Lender By: /s/ Sxxxxx X. Xxxxx Name: Sxxxxx X. Xxxxx Title: Vice President Amendment Number Two to Loan and Security Agreement WXXXX SIGNATURE PAGE TO THE CONSENT AND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY, DATED AS OF THE DATE HEREOF, AMONG TRANSMONTAIGNE OPERATING COMPANY L.P., EACH LENDER PARTY HERETO AND XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT Name of Institution: , as a Lender By: /s/ Kxxxxx Xxxx Name: Kxxxxx Xxxx Title: Vice President [If second signature block is necessary] By: Name: Title: [TMP - Consent and Third Amendment Number Two to Loan Third Amended and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Restated Senior Secured Credit Facility] June 1, 2019 Each of the undersigned parties (each, a i) acknowledges receipt of the foregoing Consent and Third Amendment to Third Amended and Restated Senior Secured Credit Facility (the “GuarantorAgreement”), (iii) consents to and approves the execution and delivery of this Amendment the Agreement by the parties heretothereto, and (iii) reaffirms all of its obligations and covenants under that certain Second Amended and Restated Full Recourse Guaranty Agreement, dated as of March 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty Agreement”), executed by it, or later joined by it, and agrees that none of such obligations and covenants shall be limited by the execution and delivery of the Agreement. Each of the undersigned confirms and reaffirms, as of the date hereof, (iia) agrees that this Amendment does not its guarantee of the Obligations (including, without limitation, the increase in Revolving Credit Commitments) under the Guaranty Agreement, and shall not limit or diminish (b) its grant of Liens on the Collateral to secure the Obligations (including, without limitation, the Obligations with respect to the increase in any manner the obligations of such Guarantor Revolving Credit Commitments) pursuant to the guaranty agreement delivered in connection with Security Documents. As of the Agreement (the “Guaranty”) by date hereof, each of the undersigned hereby represents and warrants that the representations and warranties of such obligations would not Credit Party set forth in the Guaranty Agreement and the Security Agreement to which such Credit Party is a party, are true and correct in all material respects. As of the date hereof, each of the undersigned hereby agrees to and acknowledges the language set forth in the new Section 14.27 of the Credit Agreement and further acknowledges that Section 14.27 of the Credit Agreement shall apply to all Credit Documents (including, without limitation, the Guaranty Agreement) as if set forth in full therein. This Consent and Reaffirmation may be limited or diminished executed in any manner even if such Guarantor had not reaffirmed this Amendmentnumber of counterparts and by different parties hereto in separate counterparts, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the Guaranty, and (v) agrees that the Guaranty remains same instrument. Capitalized terms used in full force and effect and is hereby ratified and confirmed. Acknowledgment this Consent and Reaffirmation of Guaranty “GUARANTORS” SPANSION INTERNATIONAL, INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIES, without definition shall have the respective meanings ascribed thereto in the Agreement. TRANSMONTAIGNE PARTNERS LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership By: TransMontaigne Operating GP L.L.C., its sole general partner By: Name: Title: TRANSMONTAIGNE OPERATING GP L.L.C., a Delaware limited liability company By: Name: Title: TRANSMONTAIGNE TERMINALS L.L.C., a Delaware limited liability company By: Name: Title: RAZORBACK L.L.C., a Delaware limited liability company [TMP - Consent and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLCReaffirmation] By: Name: Title: TPME L.L.C., a Delaware limited liability company By: Name: Title: TPSI TERMINALS L.L.C., a Delaware limited liability company By: Name: Title: TLP FINANCE CORP., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial OfficerTLP OPERATING FINANCE CORP., a Delaware corporation By: Name: Title:

AGENT AND LENDERS. BANK OF AMERICA, N.A., as Agent and as a Lender By: /s/ Sxxxxx X. Xxxxx Xxxx Xxxxxxxxx Name: Sxxxxx X. Xxxxx Xxxx Xxxxxxxxx Title: Vice President Amendment Number Two to Loan and Security Agreement WXXXX FARGO CAPITAL FINANCE, LLCU.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Kxxxxx Xxxx Xxxxx X. Xxxxx Name: Kxxxxx Xxxx Xxxxx X. Xxxxx Title: Vice President ZIONS FIRST NATIONAL BANK, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President ACKNOWLEDGEMENT BY GUARANTOR Dated as of April _15_, 2011 The undersigned, being a Guarantor (“Guarantor”) under that certain Guaranty and Security Agreement dated as of October 27, 2009 made in favor of Agent (as amended, supplemented or otherwise modified from time to time, the “Guaranty”), hereby acknowledges and agrees to the foregoing Third Amendment Number Two to Loan and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each of the undersigned parties (each, a “Guarantor”), (i) consents to and approves the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “GuarantyAmendment”) by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, confirms and (v) agrees that the Guaranty remains is and shall continue to be, in full force and effect and is hereby ratified and confirmedconfirmed in all respects except that, upon the effectiveness of, and on and after the date of the Amendment, each reference in such Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”, “thereof” or words of like import referring to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended or modified by the Amendment. Acknowledgment Although Agent has informed Guarantor of the matters set forth above, and Reaffirmation of Guarantor has acknowledged the same, Guarantor understands and agrees that Agent has no duty under the Loan Agreement, the Guaranty “GUARANTORS” SPANSION INTERNATIONALor any other agreement with Guarantor to so notify Guarantor or to seek such an acknowledgement, INC.and nothing contained herein is intended to or shall create such a duty as to any advances or transaction hereafter. HEADWATERS INCORPORATED, a Delaware corporation By: /s/ Rxxxx Xxxxxx X. Xxxx Xxxxxx Name: Rxxxx Xxxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIES, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial OfficerXxxxxx

AGENT AND LENDERS. BANK OF AMERICA, N.A., as Agent and a Lender By: /s/ Sxxxxx X. Xxxxx Name: Sxxxxx X. Xxxxx Title: Vice President Amendment Number Two to Loan and Security Agreement WXXXX FARGO CAPITAL FINANCE, LLC, as a Lender By: /s/ Kxxxxx Xxxx Xxx Xxxxxxxxx Name: Kxxxxx Xxxx TitleXxx BornsteinTitle: Senior Vice President ACKNOWLEDGEMENT BY GUARANTORS Dated as of September 28, 2015 Each of the undersigned, being a Guarantor (each a “Guarantor” and, collectively, the “Guarantors”) under that certain Guaranty and Security Agreement dated as of December 27, 2010 made in favor of Agent (as amended, supplemented or otherwise modified from time to time, the “Guaranty”), hereby acknowledges and agrees to the foregoing Eleventh Amendment Number Two to Loan and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each of the undersigned parties (each, a “Guarantor”), (i) consents to and approves the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “GuarantyAmendment”) by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, confirms and (v) agrees that the Guaranty remains is and shall continue to be, in full force and effect and is hereby ratified and confirmedconfirmed in all respects except that, upon the effectiveness of, and on and after the date of the Amendment, each reference in such Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”, “thereof” or words of like import referring to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended or modified by the Amendment. Acknowledgment Although Agent has informed Guarantors of the matters set forth above, and Reaffirmation of each Guarantor has acknowledged the same, each Guarantor understands and agrees that Agent has no duty under the Loan Agreement, the Guaranty “GUARANTORS” SPANSION INTERNATIONALor any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgment, and nothing contained herein is intended to or shall create such a duty as to any advances or transaction hereafter. CELLU TISSUE HOLDINGS, INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC.CELLU TISSUE CORPORATION – NATURAL DAM, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIESCELLU TISSUE CORPORATION – NEENAH, a Delaware corporation CELLU TISSUE LLC, a Delaware limited liability company MENOMINEE ACQUISITION CORPORATION, a Delaware corporation CELLU TISSUE – THOMASTON, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY CELLU TISSUE - LONG ISLAND, LLC, a Delaware limited liability company CELLU TISSUE CORPORATION – OKLAHOMA CITY, a Delaware corporation CELLU TISSUE – CITYFOREST LLC a Minnesota limited liability company CLEARWATER PAPER – XXXXXXX, LLC, a Delaware limited liability company CLEARWATER FIBER, LLC, a Delaware limited liability company CLEARWATER PAPER CORPORATION, a Delaware corporation By: /s/ Rxxxx X. Xxxx Xxxxx Name: Rxxxx X. Xxxx Xxxxx Title: Chief Financial Officer

AGENT AND LENDERS. BANK OF AMERICA, N.A.REGIONS BANK, as Agent Agent, Swingline Lender, Issuing Bank and a Lender By: /s/ Sxxxxx X. Xxxxx Xxxx Xxxxxxxx Name: Sxxxxx X. Xxxxx Xxxx Xxxxxxxx Title: Vice President Amendment Number Two to Loan and Security Agreement WXXXX FARGO CAPITAL FINANCE, LLCManaging Director [AMENDMENT SIGNATURES CONTINUED FROM PREVIOUS PAGE] LENDERS: SUNTRUST BANK, as a Lender By: /s/ Kxxxxx Xxxx Xxxxx Xxxxxxx Name: Kxxxxx Xxxx Xxxxx Xxxxxxx Title: VP, Portfolio Manager [AMENDMENT SIGNATURES CONTINUED ON NEXT PAGE] [AMENDMENT SIGNATURES CONTINUED FROM PREVIOUS PAGE] LENDERS: CIT BANK, as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory [AMENDMENT SIGNATURES CONTINUED ON NEXT PAGE] [AMENDMENT SIGNATURES CONTINUED FROM PREVIOUS PAGE] LENDERS: CAPITAL ONE LEVERAGE FINANCE CORP., as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President Amendment Number Two Schedule 7.2 Supplement Supplement to Schedule 7.2 of the Loan and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each Liens Existing at the Closing Date Name and Address of Secured Party Grantor of the undersigned parties Security Interest Description of Collateral File No. of Financing Statement/ Jurisdiction (eachOptional) VFS Leasing Co. TX Energy Services, LLC The equipment described on Schedule I(a) to this Schedule 7.2 Supplement (the “Equipment”). All accessions and additions to, substitutions and replacements for, and proceeds (including insurance proceeds), accounts, rights of payments (including monetary obligations, whether or not earned by performance), secondary obligations incurred or to be incurred, chattel paper, electronic chattel paper, equipment, general intangibles, payment intangibles, promissory notes, and income arising from or generated by the Equipment. Grantor’s right, title, and interest in, but none of its obligations under any sublease of the Equipment, and all proceeds and income arising therefrom. Grantor agrees to name Secured Party as loss payee on insurance policies Xxxx Financial Services, a division of VFS US LLC TX Energy Services, LLC and X.X. Xxxxxx, LLC The equipment described on Schedule I(b) to this Schedule 7.2 Supplement (the “GuarantorEquipment”), together with all attachments, accessions, replacements, parts, proceeds (iincluding insurance proceeds), income, earnings, accounts, rights to payment (including monetary obligations, whether or not earned by performance), secondary obligations incurred or to be incurred, chattel paper, electronic chattel paper, general intangibles, payment intangibles, promissory notes, warranties, service contracts, documents, records now or hereafter arising from the Equipment. Grantor’s rights, title, and interest in, but none of its obligations under, any lease of the Equipment, and all proceeds and income arising therefrom. Grantor agrees to name Secured Party as loss payee on insurance policies General Electric Capital Corporation TX Energy Services, LLC The equipment described on Schedule I(c) consents to this Schedule 7.2 Supplement and approves all additions, attachments, accessories or exchanges therefore, and any and all insurance and/or other proceeds of the execution property in and delivery against which a security interest is granted. Grantor agrees to name Secured Party as loss payee on insurance policies. Name and Address of Secured Party Grantor of the Security Interest Description of Collateral File No. of Financing Statement/ Jurisdiction (Optional) Jitsu Services LLC Forbes Energy Services LLC The equipment described on Schedule I(d) to this Amendment Schedule 7.2 Supplement and all replacements or substitutions therefore, and any proceeds therefrom, including, but not limited to, proceeds in the form of chattel paper. Grantor agrees to name Secured Party as loss payee on insurance policies. PACCAR Financial Corp. TX Energy Services, LLC The equipment described on Schedule I(e) to this Schedule 7.2 Supplement. Grantor agrees to name Secured Party as loss payee on insurance policies. Xxxxxx Ford Lincoln Mercury Com Superior Tubing Testers, LLC The motor vehicles described on Schedule I(f) to this Schedule 7.2 Supplement, including all accessories and parts now or later attached and any other goods financed with such motor vehicle; all insurance proceeds and other proceeds received for the motor vehicle; any insurance policy, service contract or other contract financed by the parties heretosecured party and any proceeds of those contracts; and any refund of charges included in this contract for insurance, (ii) or service contracts. Grantor agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered name Secured Party as loss payee on insurance policies. Enterprise FM Trust X.X. Xxxxxx, LLC Grantor agrees to name Secured Party as loss payee on insurance policies in connection with the lease of the equipment described on Schedule I(g) to this Schedule 7.2 Supplement. Schedule 7.8 Supplement Supplement to Schedule 7.8 of the Loan and Security Agreement (Indebtedness Existing at the “Guaranty”) by the undersigned Closing Date Company Name/Address of Payee Principal Balance as of September 9, 2011 Nature of Debt Term TX Energy Services, LLC and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this AmendmentX.X. Xxxxxx, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, and (v) agrees that the Guaranty remains in full force and effect and is hereby ratified and confirmed. Acknowledgment and Reaffirmation of Guaranty “GUARANTORS” SPANSION INTERNATIONAL, INC.LLC Xxxx Financial Services, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation division of Guaranty SPANSION INCVFS US LLC $1,371,339 Various promissory notes issued to finance vehicles acquisition. Each promissory note has a term of 5 years., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIES, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer

AGENT AND LENDERS. BANK OF AMERICA, N.A.WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as Agent and a Lender By: /s/ Sxxxxx X. Xxxxx Title: Name: Sxxxxx X. Xxxxx Title: Vice President Amendment Number Two to Loan and Security Agreement WXXXX FARGO CAPITAL FINANCE, LLCWESTERN BANK PUERTO RICO (BUSINESS CREDIT DIVISION), as a Lender By: /s/ Kxxxxx Xxxx Title: Name: Kxxxxx Xxxx PNC BANK NATIONAL ASSOCIATION, as a Lender By: Title: Vice President Amendment Number Two to Name: Loan and Security Agreement] SCHEDULE II PLEDGE AMENDMENT This Pledge Amendment, dated June 30, 2006, is delivered pursuant to Section 6(d) of the Pledge Agreement ACKNOWLEDGMENT referred to below. All defined terms herein shall have the meanings ascribed, thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and shares pledged prior to this Pledge Amendment and as to the promissory notes, instruments and shares pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Pledge Agreement, dated August 31, 2005 among the undersigned, as Pledgor, and Wachovia Capital Finance Corporation (Central), as Agent, and the other "Pledgors" named therein (the "Pledge Agreement") and that the pledged membership interest (which shall be "Pledged Shares" for all intents and purposes under the Pledge Agreement) listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement. The undersigned acknowledges that any promissory notes, instruments or shares not included in the Pledged Collateral at the discretion of Agent may not otherwise be pledged by Pledgor to any other Person or otherwise used as security for any obligations other than the Secured Obligations. KEYSTONE CONSOLIDATED INDUSTRIES, INC. Name and Address of Pledgor Pledged Entity Class of Equity Interest Percentage of Ownership KeystoneConsolidated Industries, Inc. Keystone Energy Resources, LLC Membership Interests 100% ACNOWLEDGMENT AND REAFFIRMATION CONSENT OF GUARANTY PLEDGED ENTITIES Each of the undersigned parties (eacheach a "Pledged Entity" and collectively, a “Guarantor”the "Pledged Entities"), hereby consents and agrees to cause to be registered on the books and records of such Pledged Entity the pledge of the Pledged Collateral referenced in the Pledge Agreement dated as of the date hereof as amended, supplemented or otherwise modified from time to time (ithe "Pledged Agreement") consents to among Wachovia Capital Finance Corporation (Central), as agent ("Agent"), and approves the execution "Pledgors" named therein. Each Pledged Entity acknowledges that it is familiar with the foregoing Pledge Agreement and delivery agrees for the benefit of this Amendment Agent that it will be bound by the parties heretoteens of the Pledge Agreement and will comply with such terms insofar as such terms are applicable to it. June 30, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “Guaranty”) by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, and (v) agrees that the Guaranty remains in full force and effect and is hereby ratified and confirmed. Acknowledgment and Reaffirmation of Guaranty “GUARANTORS” SPANSION INTERNATIONAL, INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIES, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer2006

AGENT AND LENDERS. BANK OF AMERICA, N.A., as Agent and a Lender By: /s/ Sxxxxx X. Xxxxx Name: Sxxxxx X. Xxxxx Title: Vice President Amendment Number Two to Loan and Security Agreement WXXXX FARGO CAPITAL FINANCE, LLC, as a Lender By: /s/ Kxxxxx Xxxx Xxx Xxxxxxxxx Name: Kxxxxx Xxxx TitleXxx BornsteinTitle: Senior Vice President ACKNOWLEDGEMENT BY GUARANTORS Dated as of December 30, 2014 Each of the undersigned, being a Guarantor (each a “Guarantor” and, collectively, the “Guarantors”) under that certain Guaranty and Security Agreement dated as of December 27, 2010 made in favor of Agent (as amended, supplemented or otherwise modified from time to time, the “Guaranty”), hereby acknowledges and agrees to the foregoing Tenth Amendment Number Two to Loan and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each of the undersigned parties (each, a “Guarantor”), (i) consents to and approves the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “GuarantyAmendment”) by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, confirms and (v) agrees that the Guaranty remains is and shall continue to be, in full force and effect and is hereby ratified and confirmedconfirmed in all respects except that, upon the effectiveness of, and on and after the date of the Amendment, each reference in such Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”, “thereof” or words of like import referring to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended or modified by the Amendment. Acknowledgment Although Agent has informed Guarantors of the matters set forth above, and Reaffirmation of each Guarantor has acknowledged the same, each Guarantor understands and agrees that Agent has no duty under the Loan Agreement, the Guaranty “GUARANTORS” SPANSION INTERNATIONALor any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any advances or transaction hereafter. CELLU TISSUE HOLDINGS, INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC.CELLU TISSUE CORPORATION – NATURAL DAM, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIESCELLU TISSUE CORPORATION – NEENAH, a Delaware corporation CELLU TISSUE LLC, a Delaware limited liability company MENOMINEE ACQUISITION CORPORATION, a Delaware corporation CELLU TISSUE – THOMASTON, LLC, a Delaware limited liability company CELLU TISSUE - LONG ISLAND, LLC, a Delaware limited liability company CELLU TISSUE CORPORATION – OKLAHOMA CITY, a Delaware corporation CELLU TISSUE – CITYFOREST LLC a Minnesota limited liability company CLEARWATER PAPER – XXXXXXX, LLC, a Delaware limited liability company CLEARWATER FIBER, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Xxxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Xxxxx Title: Chief Financial Officer

AGENT AND LENDERS. BANK OF AMERICA, N.A.GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and as a Lender By: /s/ Sxxxxx X. Xxxxxx Xxxxx Name: Sxxxxx X. Xxxxxx Xxxxx TitleIts: Vice President Amendment Number Two to Loan and Security Agreement WXXXX FARGO Duly Authorized Signatory GE CAPITAL FINANCEBANK, LLCa Utah industrial loan corporation, formerly known as GE Capital Financial Inc., as a Lender By: /s/ Kxxxxx Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Its: Duty Authorized Signatory REGIONS BANK, as a Lender By: /s/ Xxxx Xxxx Name: Kxxxxx Xxxx TitleXxxx Its: Vice President Managing Director Fifth Amendment Number Two to Loan and Security Credit Agreement ACKNOWLEDGMENT AND REAFFIRMATION EXHIBIT A Form of Availability Certificate See attached. EXHIBIT 11.1(b) TO CREDIT AGREEMENT FORM OF GUARANTY Each of the undersigned parties AVAILABILITY CERTIFICATE ZOE’S KITCHEN USA, LLC Date: , 20 This Availability Certificate (each, a this “Guarantor”), (i) consents to and approves the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “GuarantyCertificate”) is given by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, and (v) agrees that the Guaranty remains in full force and effect and is hereby ratified and confirmed. Acknowledgment and Reaffirmation of Guaranty “GUARANTORS” SPANSION INTERNATIONAL, INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIESZOE’S KITCHEN USA, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial (the “Borrower”), pursuant to subsection 11.1(b) of that certain Amended and Restated Credit Agreement dated as of September 23, 2011 among the Borrower, the other Credit Parties party thereto, General Electric Capital Corporation, as administrative agent (in such capacity, “Agent”), and as a Lender, and the additional Lenders party thereto (as such agreement has been and may further be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The individual executing this Certificate is a Responsible Officer Acknowledgment of the Borrower and Reaffirmation as such is duly authorized to execute and deliver this Certificate on behalf of Guaranty SPANSION TECHNOLOGY LLCthe Borrower. By executing this Certificate, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officersuch officer hereby certifies to Agent and Lenders on behalf of Borrower, that:

AGENT AND LENDERS. BANK OF AMERICAPNC BANK, N.A., as Agent and a Lender By: /s/ Sxxxxx X. Xxxxx Name: Sxxxxx X. Xxxxx Title: Vice President Amendment Number Two to Loan and Security Agreement WXXXX FARGO CAPITAL FINANCE, LLCNATIONAL ASSOCIATION, as a Lender and as Agent By: /s/ Kxxxxx Xxxx NameXxxxxx Xxxxx Name : Kxxxxx Xxxx Xxxxxx Xxxxx Title: Vice President Amendment Number Two Authorized Signatory Xxx Xxxxx Xxxxxxx x Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Portfolio Manager -Ferroglobe Revol ving Commitment Percentage: 100% Revolving Commitment Amount: $100,000,000 Exhibit 1.2(a) Form of Borrowing Base Certificate (see attached) Exhibit 1.2(a) Exhibit 1.2(b) Form of Compliance Certificate COMPLIANCE CERTIFICATE (this "Certificate") This Certificate is delivered pursuant to Loan that certain Credit and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each dated as of October 11, 2019 (as amended, restated, supplemented or modified from time to time, the undersigned parties (each, a “Guarantor”), (i) consents to and approves the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “Guaranty”"Credit Agreement") by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, and (v) agrees that the Guaranty remains in full force and effect and is hereby ratified and confirmed. Acknowledgment and Reaffirmation of Guaranty “GUARANTORS” SPANSION INTERNATIONALamong GLOBE SPECIALTY METALS, INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer ("US Borrower"), QSIP CANADA ULC, an unlimited company amalgamated under the laws of Nova Scotia ("Canadian Borrower"; together with US Borrower and Treasurer Acknowledgment each other Person joined or party to the Credit Agreement as a borrower from time to time, collectively, "Borrowers", and Reaffirmation of Guaranty SPANSION INC.each individually, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President "Borrower"), each other Credit Party party thereto from time to time, the financial institutions which are now or which hereafter become a party thereto (collectively, the "Lenders", and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIES, LLCeach individually, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: "Lender") and PNC BANK, NATIONAL ASSOCIATION, as agent for Lenders (in such capacity, "Agent"). Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement. The undersigned officer, , the [Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Officer/President/Chief Financial Officer/Treasurer/Controller] of the Borrowing Agent, does hereby certify (in such capacity and not in the undersigned's individual capacity), based on an examination sufficient to permit the undersigned to make an informed statement as of the [quarter/year] ended , 20 (the "Report Date"), as follows:

AGENT AND LENDERS. BANK OF AMERICA, N.A., as Agent and as a Lender By: /s/ Sxxxxx X. Xxxxx Xxx Xxxxxxxxx Name: Sxxxxx X. Xxxxx Xxx Xxxxxxxxx Title: Senior Vice President Amendment Number Two to Loan and Security Agreement WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, as a Lender By: /s/ Kxxxxx Xxxxxx X. Xxxx Name: Kxxxxx Xxxxxx X. Xxxx Title: Assistant Vice President ACKNOWLEDGEMENT BY GUARANTORS Dated as of January 17, 2013 Each of the undersigned, being a Guarantor (each a “Guarantor” and, collectively, the “Guarantors”) under that certain Guaranty and Security Agreement dated as of December 27, 2010 made in favor of Agent (as amended, supplemented or otherwise modified from time to time, the “Guaranty”), hereby acknowledges and agrees to the foregoing Eighth Amendment Number Two to Loan and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each of the undersigned parties (each, a “Guarantor”), (i) consents to and approves the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “GuarantyAmendment”) by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, confirms and (v) agrees that the Guaranty remains is and shall continue to be, in full force and effect and is hereby ratified and confirmedconfirmed in all respects except that, upon the effectiveness of, and on and after the date of the Amendment, each reference in such Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”, “thereof” or words of like import referring to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended or modified by the Amendment. Acknowledgment Although Agent has informed Guarantors of the matters set forth above, and Reaffirmation of each Guarantor has acknowledged the same, each Guarantor understands and agrees that Agent has no duty under the Loan Agreement, the Guaranty “GUARANTORS” SPANSION INTERNATIONALor any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any advances or transaction hereafter. CELLU TISSUE HOLDINGS, INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC.CELLU TISSUE CORPORATION – NATURAL DAM, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIESCELLU TISSUE CORPORATION – NEENAH, a Delaware corporation CELLU TISSUE LLC, a Delaware limited liability company MENOMINEE ACQUISITION CORPORATION, a Delaware corporation CELLU TISSUE – THOMASTON, LLC, a Delaware limited liability company CELLU TISSUE – LONG ISLAND, LLC, a Delaware limited liability company CELLU TISSUE CORPORATION – OKLAHOMA CITY, a Delaware corporation CELLU TISSUE – CITYFOREST LLC a Minnesota limited liability company CLEARWATER PAPER – XXXXXXX, LLC, a Delaware limited liability company CLEARWATER FIBER, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Xxxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Xxxxx Title: Chief Financial Officer