AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, AMENDMENT TO THE GUARANTY AGREEMENT AND AMENDMENT TO THE U.S. SECURITY AND PLEDGE AGREEMENT dated as of July 31, 2024 among SYLVAMO CORPORATION, as the Borrower, THE GUARANTORS PARTY HERETO, BANK OF AMERICA,...

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 3 TO THE CREDIT AGREEMENT,

AMENDMENT TO THE GUARANTY AGREEMENT AND

AMENDMENT TO THE U.S. SECURITY AND PLEDGE AGREEMENT

dated as of July 31, 2024

among

SYLVAMO CORPORATION,

as the Borrower,

THE GUARANTORS PARTY HERETO,

BANK OF AMERICA, N.A.,

as the Administrative Agent, the Swing Line Lender and an L/C Issuer,

The Sustainability Structuring Agent

and

The Other Lenders (including the New Lenders) and L/C Issuers Party Hereto

BOFA SECURITIES, INC.,

PNC CAPITAL MARKETS LLC,

COBANK, ACB,

SUMITOMO MITSUI BANKING CORPORATION,

BNP PARIBAS,

FIRST HORIZON BANK,

PINNACLE BANK

and

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Joint Lead Arrangers,

BOFA SECURITIES, INC.,

PNC CAPITAL MARKETS LLC,

COBANK, ACB,

SUMITOMO MITSUI BANKING CORPORATION,

BNP PARIBAS

and

FIRST HORIZON BANK,

as Joint Bookrunners,

PNC BANK, NATIONAL ASSOCIATION,

as Syndication Agent

SUMITOMO MITSUI BANKING CORPORATION,

BNP PARIBAS,

FIRST HORIZON BANK,

PINNACLE BANK

and

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Documentation Agents

and

SUMITOMO MITSUI BANKING CORPORATION,

as Sustainability Structuring Agent

AMENDMENT NO. 3 TO THE CREDIT AGREEMENT,

AMENDMENT TO THE GUARANTY AGREEMENT AND

AMENDMENT TO THE U.S. SECURITY AND PLEDGE AGREEMENT

THIS AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, AMENDMENT TO THE GUARANTY AGREEMENT AND AMENDMENT TO THE U.S. SECURITY AND PLEDGE AGREEMENT (this “Amendment”), dated as of July 31, 2024 (the “Amendment No. 3 Effective Date”), by and among Sylvamo Corporation, a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders (including the New Lenders (as defined below)) party hereto, Bank of America, N.A., as the Administrative Agent, an L/C Issuer and the Swing Line Lender, the other L/C Issuers party hereto, and the Sustainability Structuring Agent. Capitalized terms used herein but not defined herein shall have the meanings provided in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as applicable.

W I T N E S S E T H:

WHEREAS, the Borrower is party to that certain Credit Agreement, dated as of September 13, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment No. 3 Effective Date, the “Existing Credit Agreement”), among the Borrower, the Lenders party thereto (each Lender party to the Existing Credit Agreement immediately prior to the Amendment No. 3 Effective Date (including, where applicable, in such Lender’s capacity as an L/C Issuer or the Sustainability Structuring Agent) being referred to herein as an “Existing Lender” and collectively, the “Existing Lenders”), Bank of America, N.A., as the Administrative Agent, an L/C Issuer and the Swing Line Lender, the other L/C Issuers party thereto, and the Sustainability Structuring Agent;

WHEREAS, in connection with the Existing Credit Agreement, the Borrower and certain of its Subsidiaries entered into (a) that certain Guaranty Agreement, dated as of September 29, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment No. 3 Effective Date, the “Existing Guaranty”), and (b) that certain U.S. Security and Pledge Agreement, dated as of September 29, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment No. 3 Effective Date, the “Existing U.S. Security and Pledge Agreement”); and

WHEREAS, pursuant to Section 10.01 of the Existing Credit Agreement, the Borrower has requested, and the parties hereto have agreed, to amend the Existing Credit Agreement, the Existing Guaranty and the Existing U.S. Security and Pledge Agreement, in each case, subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

AMENDMENTS.

Section 1.1 Amendments to Existing Credit Agreement; Amendments to Existing Guaranty; Amendments to Existing U.S. Security and Pledge Agreement; Reallocation.

(a) Effective as of the Amendment No. 3 Effective Date, each of the parties hereto agrees that:

(i) the Existing Credit Agreement is hereby amended to be as set forth in the conformed copy attached hereto as Annex A (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”);

(ii) Schedules 1.01(b), 1.01(c), 1.01(d), 2.01, 2.18(b), 5.13(a), 5.13(b), 7.01, 7.02, 7.03, 7.08, 10.02, and 10.06(c) to the Existing Credit Agreement are hereby amended and restated in their entireties to read as set forth on Schedules 1.01(b), 1.01(c), 1.01(d), 2.01, 2.18(b), 5.13(a), 5.13(b), 7.01, 7.02, 7.03, 7.08, 10.02 and 10.06(c), respectively, attached hereto;

(iii) Schedules 1.01(a), 4.01(a), 6.21 and 7.09 to the Existing Credit Agreement are hereby deleted;

(iv) Exhibits A, E, J and L to the Existing Credit Agreement are hereby amended and restated in their entireties to read as set forth on Exhibits A, E, J and L respectively, attached hereto;

(v) Exhibits C-2, C-3, G and H to the Existing Credit Agreement are hereby amended and restated in their entities so that the text of each thereof reads “[RESERVED]”;

(vi) the Existing Guaranty is hereby amended to be as set forth in the conformed copy attached hereto as Annex B (the Existing Guaranty, as so amended, the “Amended Guaranty”); and

(vii) the Existing U.S. Security and Pledge Agreement is hereby amended to be as set forth in the conformed copy attached hereto as Annex C (the Existing U.S. Security and Pledge Agreement, as so amended, the “Amended U.S. Security and Pledge Agreement”);

provided that with respect to any amendment described above in this Section 1.1(a) that requires the consent of all Existing Lenders or each Existing Lender, it is understood and agreed that any such amendment shall only become effective upon (A) satisfaction of all conditions precedent set forth in Section 2.1 and (B) the consummation of the transactions described in Section 1.1(b) (it being further understood and agreed that any such amendment shall become automatically effective without any further action by any party to this Amendment immediately upon the satisfaction of the conditions specified in clauses (A) and (B) of this proviso).

(b) On the Amendment No. 3 Effective Date: (i) the Revolving Credit Commitment (as in effect immediately prior to the Amendment No. 3 Effective Date) of each Existing Lender, and all outstanding Revolving Credit Loans held by each Existing Lender (determined immediately prior to the Amended No. 3 Effective Date), in each case, shall be reallocated and restated such that, after giving effect to such reallocation and restatement, as of the Amendment No. 3 Effective Date, each Lender (including each New Lender (as defined below)) shall (A) have a Revolving Credit Commitment in the amount set forth opposite such Lender’s (including such New Lender’s) name on Schedule 2.01 attached hereto, (B) hold the portion of the Revolving Credit Loans outstanding under the Amended Credit Agreement on the Amendment No. 3 Effective Date corresponding to such Lender’s (including such New Lender’s) Applicable Percentage in respect of the Revolving Credit Facility (as in effect under the Amended Credit Agreement on the Amendment No. 3 Effective Date) reflected on Schedule 2.01 attached hereto and (C) have participations in respect of the L/C Obligations and Swing Line Loans, in each case, outstanding

under the Amended Credit Agreement on the Amendment No. 3 Effective Date corresponding to such Lender’s (including such New Lender’s) Applicable Percentage in respect of the Revolving Credit Facility (as in effect under the Amended Credit Agreement on the Amendment No. 3 Effective Date) reflected on Schedule 2.01 attached hereto; and (ii) the outstanding Term A Loan held by each Existing Lender immediately prior to the Amendment No. 3 Effective Date shall be reallocated and restated such that, after giving effect to such reallocation and restatement (and, for the avoidance of doubt, after giving effect to the consummation of the Amendment No. 3 Refinancings), as of the Amendment No. 3 Effective Date, each Lender (including each New Lender) shall have a Term A Commitment (and, upon the consummation of the transactions contemplated by this Amendment, hold a Term A Loan outstanding under the Amended Credit Agreement on the Amendment No. 3 Effective Date) in the amount set forth opposite such Lender’s (including such New Lender’s) name on Schedule 2.01 attached hereto. The parties hereto agree that the Borrower and the Administrative Agent shall be permitted to effect such assignments, prepayments, borrowings, reallocations and restatements as are necessary (including pursuant to a cashless settlement mechanism approved by the Borrower and the Administrative Agent) to effectuate the reallocation contemplated by this Section 1.1(b). On the Amendment No. 3 Effective Date (with effect immediately prior to the effectiveness of this Amendment), Crédit Agricole Corporate and Investment Bank has been removed as an L/C Issuer and has resigned as the Sustainability Structuring Agent.

ARTICLE II

CONDITIONS TO EFFECTIVENESS.

Section 2.1 This Amendment shall become effective on the Amendment No. 3 Effective Date upon satisfaction of the following conditions precedent:

(a) The Administrative Agent (or its counsel) shall have received from (i) the Lenders (including the New Lenders) party to the Amended Credit Agreement on the Amendment No. 3 Effective Date (which Lenders shall constitute at least the Required Lenders under the Existing Credit Agreement), (ii) the Borrower, (iii) the Guarantors, (iv) the L/C Issuers party to the Amended Credit Agreement on the Amendment No. 3 Effective Date, (v) the Swing Line Lender, (vi) the Sustainability Structuring Agent party to the Amended Credit Agreement on the Amendment No. 3 Effective Date, and (vii) the Administrative Agent, (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include a telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

(b) The Administrative Agent (or, in the case of any fees payable to any Arranger, such Arranger, as applicable) shall have received payment of all fees payable to the Administrative Agent, the Lenders (including the New Lenders) or any Arranger in connection with this Amendment.

(c) All reasonable costs and expenses (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) of the Administrative Agent in connection with this Amendment and the transactions contemplated hereby shall have been paid, to the extent invoiced three (3) Business Days (or such shorter period as the Borrower may agree) prior to the Amendment No. 3 Effective Date.

(d) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of each applicable Loan Party (where applicable), each dated the Amendment No. 3 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 3 Effective Date) and each in form and substance satisfactory to the Administrative Agent:

(i) counterparts of (A) the Pari Passu Intercreditor Agreement, (B) the Perfection Certificate, (C) the Specified Account Agreement, and (D) any Intellectual Property Security Agreement with respect to certain IP Rights owned by the Loan Parties as of the Amendment No. 3 Effective Date (to the extent such IP Rights are not covered by an Intellectual Property Security Agreement previously delivered in connection with the Existing Credit Agreement), in each case, executed by each Person a party thereto;

(ii) with respect to each New Lender, Notes executed by the Borrower in favor of such New Lender, to the extent such New Lender shall have requested Notes at least two Business Days prior to the Amendment No. 3 Effective Date; provided that this shall not prevent any New Lender from requesting Notes to be delivered after the Amendment No. 3 Effective Date;

(iii) (A) such customary certificates of resolutions or other action, incumbency certificates, corporate resolutions (including Board of Directors’ resolutions), board of trade certificates, trade register extract and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which the Borrower or Guarantor is a party or is to be a party; (B) in the case of a Specified Loan Party incorporated under the Laws of Brazil (each, a “Brazilian Guarantor”), the quotaholder resolutions of such Brazilian Guarantor duly signed and duly filed (protocolo), as necessary, with the applicable board of trade certifying that such Brazilian Guarantor is duly authorized to enter into and perform all applicable Loan Documents being entered into by such Brazilian Guarantor on the Amendment No. 3 Effective Date; and (C) in the case of each Guarantor incorporated in Luxembourg (each, a “Luxembourg Guarantor”), a customary formalities certificate (1) certifying (v) on guaranteeing and securing limits, (w) that copy documents are correct, complete and in full force and effect and have not been amended or superseded, (x) compliance with the Luxembourg law dated 31 May 1999 on the domiciliation of companies, (y) its solvency and (z) its place of the central administration (siège de l’administration centrale or siège de direction effective) and its center of main interests and (2) attaching (w) the corporate resolutions authorizing the entering into and performance of the Loan Documents being entered into by such Luxembourg Guarantor on the Amendment No. 3 Effective Date, (x) a certificate of non-inscription of judicial decision or administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation), (y) an extract (extrait) and (z) a specimen of the signature of each person authorized by the corporate resolution;

(iv) such documents (including Organization Documents of the Borrower and each Guarantor and, where applicable, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the jurisdiction of its organization, and certified by a Responsible Officer of the Borrower or such Guarantor, as applicable, to be true and correct as of the Amendment No. 3 Effective Date) and (to the extent applicable) customary good standing certificates as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is duly organized or formed, validly existing and (to the extent applicable) in good standing in the jurisdiction where it is organized;

(v) subject to Section 4.7 (solely as it relates to any opinions to be delivered in connection with the execution and delivery of any instrument, document or agreement to be delivered after the occurrence of the Amendment No. 3 Effective Date as permitted pursuant to Section 4.7), customary opinions of Xxxxxxxxx & Xxxxxxxx LLP, special U.S. counsel to the Loan Parties, and customary opinions of each local counsel listed on Schedule I hereto, in each case addressed to the Administrative Agent, each L/C Issuer and each Lender (including each New Lender) party hereto, dated as of the Amendment No. 3 Effective Date;

(vi) a solvency certificate, in form and substance reasonably satisfactory to the Administrative Agent (it being understood and agreed that a certificate substantially in the form of Exhibit G to the Existing Credit Agreement is satisfactory), signed by the chief financial officer of the Borrower;

(vii) a Request for Credit Extension in accordance with the requirements of the Amended Credit Agreement, along with a customary flow of funds statement executed by the Borrower with respect to the transactions to occur on the Amendment No. 3 Effective Date; and

(viii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) since December 31, 2023 there shall not have occurred a Material Adverse Effect, and (B) before and after giving effect to the Amendment No. 3 Transactions, (1) no Default or Event of Default shall exist and be continuing or would result therefrom, (2) the representations and warranties contained in Article V of the Amended Credit Agreement, this Amendment, the Amended Guaranty, the Amended U.S. Security and Pledge Agreement and the other Loan Documents are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Amendment No. 3 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that, for purposes of such certification, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Existing Credit Agreement and (3) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the Financial Covenants.

(e) Subject to Section 4.7, the Collateral and Guarantee Requirement shall have been satisfied and the Collateral shall be subject to no Liens other than Permitted Liens. Additionally, the Administrative Agent shall have received, with respect to each Mortgaged Property existing as of the Amendment No. 3 Effective Date, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to such Mortgaged Property, and if such Mortgaged Property is located in a special flood hazard area, a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto together with evidence of insurance as required by the Amended Credit Agreement.

(f) The Amendment No. 3 Refinancings shall have been consummated.

(g) (x) Upon the reasonable request of the Administrative Agent or any Lender (including any New Lender) made at least ten Business Days prior to the Amendment No. 3 Effective Date, the Borrower shall have provided to the Administrative Agent and such Lender (including such New Lender), and the Administrative Agent and such Lender (including such New Lender) shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least three Business Days prior to the Amendment No. 3 Effective Date and (y) at least three Business Days prior to the Amendment No. 3 Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent and each Lender (including each New Lender) that so requests a Beneficial Ownership Certification in relation to such Loan Party.

The Administrative Agent shall notify the Borrower and the Lenders (including the New Lenders) of the Amendment No. 3 Effective Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES.

After giving effect to the amendments contained herein, on the Amendment No. 3 Effective Date, the Borrower hereby confirms that: (a) this Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (b) the representations and warranties of the Loan Parties set forth in Article V of the Amended Credit Agreement, this Amendment, the Amended Guaranty, the Amended U.S. Security and Pledge Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 3 Effective Date with the same effect as though made on and as of the Amendment No. 3 Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; and (c) no Default or Event of Default has occurred and is continuing.

ARTICLE IV

MISCELLANEOUS.

Section 4.1 Continuing Effect; No Other Amendments or Waivers. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Existing Credit Agreement or any of the other Loan Documents except as expressly stated herein and shall not be construed as an amendment, waiver or consent to any action on the part of any Loan Party that would require an amendment, waiver or consent of the Administrative Agent, the Lenders, the L/C Issuers, or the Sustainability Structuring Agent except as expressly stated herein. The provisions of the Existing Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms, as amended by this Amendment. This Amendment shall not constitute a novation of the Existing Credit Agreement or any other Loan Document. This Amendment shall constitute a “Loan Document” for all purposes of the Loan Documents.

Section 4.2 Counterparts. This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each party hereto agrees that any Electronic Signature to this Amendment shall be valid and binding on such Person to the same extent as a manual, original signature, and that any such Electronic Signature will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same instrument.

Section 4.3 GOVERNING LAW. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 4.4 Reaffirmation. Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which each Loan Party is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) each applicable Loan Party’s guarantee of the Guaranteed Liabilities (as defined in the Amended Guaranty) under the Amended Guaranty, as applicable, and each Loan Party’s grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents and all such Liens continuing, unimpaired, to secure the Obligations after giving effect to this Amendment.

Section 4.5 References to Existing Credit Agreement; References to Existing Guaranty; References to Existing U.S. Security and Pledge Agreement. On and after the Amendment No. 3 Effective Date, (a) each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Existing Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Existing Credit Agreement, in each case, shall mean and be a reference to the Amended Credit Agreement, (b) each reference in the Existing Guaranty to “this Guaranty Agreement,” “hereunder,” “hereof” or words of like import referring to the Existing Guaranty, and each reference in each of the other Loan Documents to “the Guaranty,” “thereunder,” “thereof” or words of like import referring to the Existing Guaranty, in each case, shall mean and be a reference to the Amended Guaranty, and (c) each reference in the Existing U.S. Security and Pledge Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Existing U.S. Security and Pledge Agreement, and each reference in each of the other Loan Documents to “the U.S. Security and Pledge Agreement,” “thereunder,” “thereof” or words of like import referring to the Existing U.S. Security and Pledge Agreement, in each case, shall mean and be a reference to the Amended U.S. Security and Pledge Agreement.

Section 4.6 Indemnification, Etc. The Borrower hereby expressly agrees that the provisions of Section 10.04 of the Existing Credit Agreement apply mutatis mutandis to the activities of the Administrative Agent and its Affiliates (and each of their respective directors, officers, employees, counsel, agents, advisors and other representatives and the successors and assigns of each of the foregoing) in connection with the transactions contemplated by this Amendment, whether or not consummated.

Section 4.7 Post-Effectiveness Obligations. The Borrower shall, and shall cause each Restricted Subsidiary to, take all necessary actions to satisfy the items described on Schedule II hereto within the applicable period of time specified in such Schedule II (as may be extended in accordance therewith). All conditions precedent, covenants and representations and warranties contained in this Amendment and the other Loan Documents shall be deemed modified to the extent necessary to give effect to the immediately preceding sentence (and to permit the taking of the actions described on Schedule II within the time periods specified therein, rather than as elsewhere provided in the Loan Documents); provided that (a) to the extent any representation or warranty would not be true, or any provision of any covenant would be breached, solely because the actions set forth on Schedule II were not taken on the Amendment No. 3 Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects after giving effect to such qualification), and the covenant complied with, both on the Amendment No. 3 Effective Date (assuming the actions set forth in Schedule II have been taken) and at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 4.7 and Schedule II and (b) all representations and warranties relating to the Collateral Documents shall be required to be true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects after giving effect to such qualification) and, all covenants relating to the Collateral Documents shall be required to be complied with, both on the Amendment No. 3 Effective Date (assuming the actions set forth in Schedule II have been taken) and immediately after the actions required to be taken by this Section 4.7 and Schedule II have been taken (or were required to be taken).

Section 4.8 Submission to Jurisdiction; Waiver of Venue; Waiver of Jury Trial. The terms of Sections 10.14 and 10.15 of the Existing Credit Agreement with respect to subjection to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

Section 4.9 Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 4.10 Voting Participants. CoBank hereby certifies to the Administrative Agent that the Voting Participants party hereto constitute all Voting Participants under the Amended Credit Agreement as of the Amendment No. 3 Effective Date.

Section 4.11 New Lenders.

(a) By execution of this Amendment, each of Citibank, N.A. and Farm Credit Mid-America, PCA (each, a “New Lender” and collectively, the “New Lenders”) hereby (i) acknowledges, agrees and confirms that, by its execution of this Amendment, such New Lender shall be deemed to be a party to the Amended Credit Agreement as of the Amendment No. 3 Effective Date and a “Lender” for all purposes of the Amended Credit Agreement and shall have all of the obligations of a Lender thereunder, and (ii) agrees to provide a Revolving Credit Commitment in the amount set forth on Schedule 2.01 attached hereto. Each New Lender hereby ratifies, as of the Amendment No. 3 Effective Date, and agrees to be bound by, all of the terms, provisions and conditions applicable to Lenders contained in the Amended Credit Agreement. Each New Lender acknowledges that it has a participation interest in each Letter of Credit issued prior to the Amendment No. 3 Effective Date and outstanding on the Amendment No. 3 Effective Date and any drawings thereunder.

(b) Each New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it satisfies the requirements of an Eligible Assignee, (C) from and after the Amendment No. 3 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to its decision to enter into this Amendment and to become a Lender under the Amended Credit Agreement and either it, or the Person exercising discretion in making its decision to enter into this Amendment and to become a Lender under the Amended Credit Agreement, is experienced in transactions of this type, (E) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) of the Existing Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Amended Credit Agreement, (F) it has, independently and without reliance upon the Administrative Agent, any other Lender or any other Person and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and become a Lender under the Amended Credit Agreement, and (G) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, duly completed and executed by it; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any other Lender or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

(c) The Borrower agrees that, as of the Amendment No. 3 Effective Date, each New Lender shall (i) be a party to the Amended Credit Agreement, (ii) be a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Amended Credit Agreement and the other Loan Documents.

(d) The address of each New Lender for purposes of Section 10.02 of the Amended Credit Agreement is as set forth in such New Lender’s Administrative Questionnaire delivered by such New Lender to the Administrative Agent on or before the Amendment No. 3 Effective Date, or such other address as shall be designated by such New Lender in accordance with Section 10.02 of the Amended Credit Agreement.

Section 4.12 Appointment of Sustainability Structuring Agent.

(a) Effective as of the Amendment No. 3 Effective Date, the Borrower and the Lenders party hereto hereby appoint Sumitomo Mitsui Banking Corporation (“SMBC”) to act as Sustainability Structuring Agent under the Amended Credit Agreement. By its execution of this Amendment, Sumitomo Mitsui Banking Corporation (“SMBC”) hereby acknowledges, agrees and confirms that, by its execution of this Amendment, on and after the Amendment No. 3 Effective Date, SMBC shall be deemed to be the Sustainability Structuring Agent under the Amended Credit Agreement and shall have all of the rights and obligations of the Sustainability Structuring Agent thereunder and under the other Loan Documents. SMBC hereby ratifies, as of the Amendment No. 3 Effective Date, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Sustainability Structuring Agent contained in the Loan Documents.

(b) SMBC (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to become the Sustainability Structuring Agent under the Amended Credit Agreement, (B) from and after the Amendment No. 3 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as the Sustainability Structuring Agent thereunder and under the other Loan Documents, and it shall have the obligations of the Sustainability Structuring Agent under the Loan Documents, and (C) it has, independently and without reliance upon the Administrative Agent, any other Lender or any other Person and based on such documents and information as it has deemed appropriate, made its own decision to become the Sustainability Structuring Agent under the Amended Credit Agreement; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any other Lender or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action as the Sustainability Structuring Agent under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as the Sustainability Structuring Agent.

(c) The Borrower agrees that, as of the Amendment No. 3 Effective Date, SMBC shall (i) be the Sustainability Structuring Agent for all purposes of the Amended Credit Agreement and the other Loan Documents, and (ii) have the rights and obligations of the Sustainability Structuring Agent under the Amended Credit Agreement and the other Loan Documents.

(d) The address of SMBC as Sustainability Structuring Agent for purposes of the Loan Documents shall be as set forth in SMBC’s Administrative Questionnaire delivered by SMBC to the Administrative Agent on or before the Amendment No. 3 Effective Date, or such other address as shall be designated by SMBC in accordance with Section 10.02 of the Amended Credit Agreement.

[REMAINDER OF XXXX INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above written.


BORROWER:

SYLVAMO CORPORATION

By:		/s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Senior Vice President & Chief Financial Officer

GUARANTORS:

SYLVAMO NORTH AMERICA, LLC

By:		/s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Senior Vice President

GLOBAL HOLDINGS I, LLC

By:		/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President & Treasurer

GLOBAL HOLDINGS II, INC.

By:		/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President & Treasurer

[Signature Page to Amendment No. 3 (Sylvamo)]


SYLVAMO PAPERS HOLDING S.À.X.X., a private limited liability company (société à responsabilité limitée) having its registered office at 0, xxx Xxxxxxx Xxxxxxxx, X – 0000 Xxxxxxxx, Xxxxxxxxxx, registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number registration number B218883.

By:		/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxxxxxxx
Name: MANACOR (Luxembourg) S.à.x.x.
Represented by Xxx. Xxxxxx Xxxxxxxxx, Proxyholder A, and Mr. Belall Peermamode, Proxyholder B
Title: Manager A

By:		/s/ Xxxxxxxx xxx Xxxx
Name: Xxxxxxxx xxx Xxxx
Title: Manager B

SYLVAMO INVESTMENTS BRAZIL S.À.X.X., a private limited liability company (société à responsabilité limitée) having its registered office at 0, xxx Xxxxxxx Xxxxxxxx, X – 0000 Xxxxxxxx, Xxxxxxxxxx, registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number registration number B218890.

By:		/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxxxxxxx
Name: MANACOR (Luxembourg) S.à.x.x.
Represented by Xxx. Xxxxxx Xxxxxxxxx, Proxyholder A, and Mr. Belall Peermamode, Proxyholder B
Title: Manager A

By:		/s/ Xxxxxxxx xxx Xxxx
Name: Xxxxxxxx xxx Xxxx
Title: Manager B

[Signature Page to Amendment No. 3 (Sylvamo)]


SYLVAMO DO BRASIL LTDA.

By:		/s/ Xxxxxx xx Xxxxxx Xxxx Xxxxx
Name: Xxxxxx xx Xxxxxx Xxxx Xxxxx
Title: Legal and Compliance Director

By:		/s/ Xxxxxxxxx xx Xxxxxxx Xxxxx
Name: Xxxxxxxxx xx Xxxxxxx Xxxxx
Title: Commercial Director

SYLVAMO AGROFLORESTAL LTDA.

By:		/s/ Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx
Name: Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx
Title: President

By:		/s/ Xxxxxxxxx xx Xxxxxxx Xxxxx
Name: Xxxxxxxxx xx Xxxxxxx Xxxxx
Title: Director

SYLVAMO COMERCIAL LTDA.

By:		/s/ Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx
Name: Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx
Title: President

By:		/s/ Xxxxxxxxx xx Xxxxxxx Xxxxx
Name: Xxxxxxxxx xx Xxxxxxx Xxxxx
Title: Director

[Signature Page to Amendment No. 3 (Sylvamo)]


SYLVAMO EXPORTS LTDA.

By:		/s/ Xxxxx Xxxxxxxx Xxxxxx
Name: Xxxxx Xxxxxxxx Xxxxxx
Title: Director

By:		/s/ Xxxxxxx Xxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx Xxxxxx
Title: Manager


WITNESSES

By:	/s/ Xxxxxxxx Xxxxx Xxxxx	By:	/s/ Xxxxxxxx Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxx Xxxxx		Name: Xxxxxxxx Xxxxxxxx Xxxxxxxx
Title: Lawyer		Title: Lawyer

[Signature Page to Amendment No. 3 (Sylvamo)]


SYLVAMO INVESTMENTS SWEDEN AB

By:		/s/ Xxxxxxxx Xxxxxxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxxxxxxxx Xxxxxx
Title: Director

SYLVAMO FINANCING SWEDEN AB

By:		/s/ Xxxxxxxx Xxxxxxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxxxxxxxx Xxxxxx
Title: Director

SYLVAMO SWEDEN AB

By:		/s/ Xxxxxxx Xxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxx
Title: Managing Director

[Signature Page to Amendment No. 3 (Sylvamo)]


ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A., as the Administrative Agent

By:		/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


SUSTAINABILITY STRUCTURING AGENT:

SUMITOMO MITSUI BANKING CORPORATION, as the Sustainability Structuring Agent

By:		/s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director

[Signature Page to Amendment No. 3 (Sylvamo)]


LENDERS:

BANK OF AMERICA, N.A., as a Lender, the Swing Line Lender and an L/C Issuer

By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director

[Signature Page to Amendment No. 3 (Sylvamo)]


PNC BANK, NATIONAL ASSOCIATION, as a Lender and an L/C Issuer

By:		/s/ Xxxxxxxxxxx Xxxx
Name: Xxxxxxxxxxx Xxxx
Title: Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


COBANK, ACB, as an L/C Issuer

By:		/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


FARM CREDIT MID-AMERICA, PCA, as a Lender

By:		/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By:		/s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director

[Signature Page to Amendment No. 3 (Sylvamo)]


BNP PARIBAS, as a Lender and an L/C Issuer

By:		/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Director

By:		/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


FIRST HORIZON BANK, as a Lender

By:		/s/ Xxxxxx X. Xxxxx, Xx.
Name: Xxxxxx X. Xxxxx, Xx.
Title: SVP

[Signature Page to Amendment No. 3 (Sylvamo)]


PINNACLE BANK,
as a Lender

By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Officer

[Signature Page to Amendment No. 3 (Sylvamo)]


JPMORGAN CHASE BANK, N.A., as a Lender

By:		/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


CITIBANK, N.A.,
as a Lender

By:		/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:		/s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President Capital Markets

[Signature Page to Amendment No. 3 (Sylvamo)]


AGFIRST FARM CREDIT BANK, as a Voting Participant

By:		/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Senior Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


AMERICAN AGCREDIT, FLCA, as a Voting Participant

By:		/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director

[Signature Page to Amendment No. 3 (Sylvamo)]


CAPITAL FARM CREDIT, FLCA, as a Voting Participant

By:		/s/ Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxxx
Title: Capital Markets Director

[Signature Page to Amendment No. 3 (Sylvamo)]


COMPEER FINANCIAL, FLCA, as a Voting Participant

By:		/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Director, Capital Markets

[Signature Page to Amendment No. 3 (Sylvamo)]


FARM CREDIT BANK OF TEXAS, as a Voting Participant

By:		/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Portfolio Manager

[Signature Page to Amendment No. 3 (Sylvamo)]


FARM CREDIT EAST, ACA,
as a Voting Participant

By:		/s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President, Capital Markets

[Signature Page to Amendment No. 3 (Sylvamo)]


FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant

By:		/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


AGWEST FARM CREDIT, FLCA, as a Voting Participant

By:		/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant

By:		/s/ Xxxxxx Xx Xxxxxx
Name: Xxxxxx Xx Xxxxxx
Title: Managing Director, Capital Markets

[Signature Page to Amendment No. 3 (Sylvamo)]


FRESNO-MADERA FEDERAL LAND BANK ASSOCIATION, FLCA, as a Voting Participant

By:		/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:		/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President

[Signature Page to Amendment No. 3 (Sylvamo)]


HIGH PLAINS FARM CREDIT, FLCA, as a Voting Participant

By:		/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Director

[Signature Page to Amendment No. 3 (Sylvamo)]

SCHEDULE I

LEGAL OPINIONS ¹

In connection with that certain Amendment No. 3 to the Credit Agreement, Amendment to the Guaranty Agreement and Amendment to the U.S. Security and Pledge Agreement, dated as of July 31, 2024 (“Amendment No. 3”; capitalized terms used in this Schedule I and not otherwise defined herein shall have the meanings set forth in Amendment No. 3 or on Schedule II to Amendment No. 3, as applicable), by and among Sylvamo Corporation, a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders (including the New Lenders (as defined therein)) party thereto, Bank of America, N.A., as the Administrative Agent, an L/C Issuer and the Swing Line Lender, the other L/C Issuers party thereto, and the Sustainability Structuring Agent, the following legal opinions are to be delivered in accordance with the provisions of Amendment No. 3:

United States and New York


Covered Document	Corporate Matters (Debevoise & Xxxxxxxx LLP) ²	Validity / Enforceability (Debevoise & Xxxxxxxx LLP) ³
Amended Credit Agreement	X (as to Sylvamo Corporation, Sylvamo North America, LLC, Global Holdings I, LLC and Global Holdings II, Inc. and as to NY and US law)	X

Amended Guaranty	X (as to Sylvamo Corporation, Sylvamo North America, LLC, Global Holdings I, LLC and Global Holdings II, Inc. and as to NY and US law)	X

Amended U.S. Security and Pledge Agreement	X (as to Sylvamo Corporation, Sylvamo North America, LLC, Global Holdings I, LLC and Global Holdings II, Inc. and as to NY and US law)	X

Note in favor of any New Lender	X (as to Sylvamo Corporation and as to NY and US law)	X

Legal opinions with respect to (x) any amendments to (or amendments and restatements of) any Foreign Security Documents, and (y) Mortgage Amendments, in each case, to be delivered after the Amendment No. 3 Effective Date, to the extent such documents are executed and delivered after the Amendment No. 3 Effective Date in accordance with Section 4.7 and Schedule II.

2	For all purposes of this Schedule I, “Corporate Matters” will include valid existence, power and authority, due authorization and execution, no conflicts with organizational documents, no conflicts with applicable law, no consents, approvals or filings and other customary related opinions.

3	For all purposes of this Schedule I, “Validity/Enforceability” will include enforceability, creation and perfection of security interest (if relevant) or continuing security interest and perfection (if relevant) and other customary related opinions.

Delaware


Covered Document	Corporate Matters (K&L Gates LLP)	Validity / Enforceability (K&L Gates LLP)
Amendment No. 3	X (as to Sylvamo Corporation, Sylvamo North America, LLC, Global Holdings I, LLC and Global Holdings II, Inc.)

Amended Credit Agreement	X (as to Sylvamo Corporation, Sylvamo North America, LLC, Global Holdings I, LLC and Global Holdings II, Inc.)

Amended Guaranty	X (as to Sylvamo Corporation, Sylvamo North America, LLC, Global Holdings I, LLC and Global Holdings II, Inc.)

Amended U.S. Security and Pledge Agreement	X (as to Sylvamo Corporation, Sylvamo North America, LLC, Global Holdings I, LLC and Global Holdings II, Inc.)

Note in favor of any New Lender	X (as to Sylvamo Corporation)

Copyright Security Agreement	X (as to Global Holdings II, Inc.)

Patent Security Agreement	X (as to Global Holdings II, Inc.)

Trademark Security Agreement	X (as to Global Holdings II, Inc.)

Specified Account Agreement	X (as to Sylvamo Corporation)	X

Mortgage Amendment (Sumter County, SC)	X (as to Sylvamo North America, LLC)

Mortgage Amendment (Richland County, SC)	X (as to Sylvamo North America, LLC)

Each of the Amendment No. 3 French Collateral Documents	X (as to Global Holdings I, LLC)

Swedish Collateral Amendment and Restatement Agreement	X (as to Global Holdings I, LLC)

Sylvamo Papers Pledge Amendment	X (as to Global Holdings I, LLC)

South Carolina


Covered Document		Validity / Enforceability (Xxxx & Xxxxxx LLP)
Mortgage Amendment (Sumter County, SC)		X
Mortgage Amendment (Richland County, SC)		X

Brazil


Covered Document	Corporate Matters (Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx Xx. e Xxxxxxx Advogados)	Validity / Enforceability (Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx Xx. e Xxxxxxx Advogados)
Amendment No. 3	X (as to Sylvamo do Brasil Ltda., Sylvamo Agroflorestal Ltda., Sylvamo Comercial Ltda. and Sylvamo Exports Ltda.)	X



Sylvamo Comercial Quota Pledge Second Amendment	X (as to Sylvamo do Brasil Ltda., Sylvamo Agroflorestal Ltda., and Sylvamo Comercial Ltda.)	X

Sylvamo do Brasil Quota Pledge Second Amendment	X (as to Sylvamo do Brasil Ltda.)	X

Xxxxxxx Xxxxxxxxxxxxx Quota Pledge Second Amendment	X (as to Sylvamo do Brasil Ltda., Sylvamo Exports Ltda., and Sylvamo Agroflorestal Ltda.)	X

Sylvamo Exports Quota Pledge Second Amendment	X (as to Sylvamo Comercial Ltda. and Sylvamo Exports Ltda.)	X

France


Covered Document		Validity / Enforceability (Xxxxxxxx Chance Europe LLP)
Each of the Amendment No. 3 French Collateral Documents		X

Luxembourg


Covered Document	Corporate Matters (Xxxxxx and Loeff Luxembourg S.à.x.x.)	Validity / Enforceability (Xxxxxxxx Xxxxxx Europe LLP)
Amendment No. 3	X (as to Sylvamo Papers Holding S.à x.x. and Sylvamo Investments Brazil S.à x.x.)	X

Sylvamo do Brasil Quota Pledge Second Amendment	X (as to Sylvamo Investments Brazil S.à x.x.)	X

Sylvamo Papers Pledge Amendment	X (as to Sylvamo Papers Holding S.à.x.x.)	X

Sylvamo Investments Pledge Amendment	X (as to Sylvamo Papers Holding S.à.x.x. and Sylvamo Investments Brazil S.à x.x.)	X

Sylvamo Papers Bank Account Pledge Amendment	X (as to Sylvamo Papers Holding S.à.x.x.)	X

Sylvamo Investments Bank Account Pledge Amendment	X (as to Sylvamo Investments Brazil S.à.x.x.)	X

Sweden


Covered Document	Corporate Matters (Xxxxxxxx Advokatbyrå AB)	Validity / Enforceability (Xxxxxxxx Advokatbyrå AB)
Amendment No. 3	X (as to Sylvamo Investments Sweden AB, Sylvamo Financing Sweden AB and Sylvamo Sweden AB)

Swedish Collateral Amendment and Restatement Agreement	X (as to Sylvamo Investments Sweden AB, Sylvamo Financing Sweden AB and Sylvamo Sweden AB)	X

SCHEDULE II

POST-EFFECTIVENESS OBLIGATIONS

In connection with that certain Amendment No. 3 to the Credit Agreement, Amendment to the Guaranty Agreement and Amendment to the U.S. Security and Pledge Agreement, dated as of July 31, 2024 (“Amendment No. 3”; capitalized terms used in this Schedule II and not otherwise defined herein shall have the meanings set forth in Amendment No. 3), by and among Sylvamo Corporation, a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders (including the New Lenders (as defined therein)) party thereto, Bank of America, N.A., as the Administrative Agent, an L/C Issuer and the Swing Line Lender, the other L/C Issuers party thereto, and the Sustainability Structuring Agent, the applicable Loan Parties shall complete the following actions within the time periods specified below, in each case as such period may be extended from time to time by the Administrative Agent in its sole discretion:

Brazil

1. To the extent not executed and delivered on the Amendment No. 3 Effective Date, within ninety (90) days after the Amendment No. 3 Effective Date, the Borrower shall cause each of the following documents to be executed and delivered by the applicable Loan Parties or other Persons, as applicable (and, if applicable, notarized), in form and substance reasonably satisfactory to the Administrative Agent:

a. Second Amendment to Quota Pledge Agreement among Sylvamo do Brasil Ltda. and Sylvamo Agroflorestal Ltda., as pledgors, Bank of America, N.A. as pledgee, and Sylvamo Comercial Ltda. and CoBank, ACB, as intervening and consenting parties (the “Sylvamo Comercial Quota Pledge Second Amendment”).

b. Second Amendment to Quota Pledge Agreement among Sylvamo Investments Brazil S.à x.x., as pledgor, Bank of America, N.A. as pledgee, Sylvamo do Brasil Ltda. and Sylvamo do Brasil Ltda. and CoBank, ACB, as intervening and consenting parties (the “Sylvamo do Brasil Quota Pledge Second Amendment”).

c. Second Amendment to Quota Pledge Agreement among Sylvamo do Brasil Ltda. and Sylvamo Exports Ltda. as pledgors, Bank of America, N.A., as pledgee, and Sylvamo Agroflorestal Ltda. and CoBank, ACB, as intervening and consenting parties (the “Sylvamo Agroflorestal Quota Pledge Second Amendment”).

d. Second Amendment to Quota Pledge Agreement among Sylvamo Comercial Ltda., as pledgor, Bank of America, N.A. as pledgee, and Sylvamo Exports Ltda. and CoBank, ACB, as intervening and consenting parties (the “Sylvamo Exports Quota Pledge Second Amendment”).

e. The respective quotaholders’ resolutions of each Brazilian Guarantor authorizing the execution and delivery of the quota pledge agreements referred to in clauses (a) through (d) above, duly registered with the applicable board of trade, as necessary.

2. Concurrently with the execution and delivery of any document referenced pursuant to paragraph 1 under the heading “Brazil” on this Schedule II, the Borrower shall cause to be delivered to the Administrative Agent a customary opinion of the applicable law firm(s) set forth on Schedule I to Amendment No. 3 with respect to such documentation, addressed to the Administrative Agent, each L/C Issuer and each Lender, dated as of the date of the applicable documentation.

3. Concurrently with the execution and delivery of any document referenced pursuant to paragraph 1 under the heading “Brazil” on this Schedule II, the Borrower shall cause to be (a) delivered to the Administrative Agent (or other applicable Person) any notices, powers of attorney, resolutions or other

documents necessary or required to be given, executed or taken under the terms of any such document and the respective additional security undertakings thereunder, and (b) taken any actions that are necessary or required in connection with the delivery of any such document.

4. In the case of each Brazilian Guarantor, within 15 (fifteen) Business Days after the Amendment No. 3 Effective Date, the Borrower shall cause each such Brazilian Guarantor to deliver the quotaholder resolution of such Brazilian Guarantor and its respective quotaholders, as provided under Section 2.1(d)(iii)(B) of Amendment No. 3, duly registered with the applicable board of trade, as necessary.

France

a. A French law third ranking securities account pledge agreement in relation to the shares issued by Xxxxxxx Investments France SAS (the “Third Ranking French Account Pledge Agreement”).

b. A statement of pledge (déclaration de nantissement de compte de titres financiers) relating to the Third Ranking French Account Pledge Agreement, entered into by Global Holdings I, LLC in relation to the shares of Sylvamo Investments France SAS (the “French Statement of Pledge”; the French Statement of Pledge, together with the Third Ranking French Account Pledge Agreement, the “Amendment No. 3 French Collateral Documents”).

2. Concurrently with the execution and delivery of any document referenced pursuant to paragraph 1 under the heading “France” on this Schedule II, the Borrower shall cause to be delivered to the Administrative Agent a customary opinion of the applicable law firm(s) set forth on Schedule I with respect to such documentation, addressed to the Administrative Agent, each L/C Issuer and each Lender, dated as of the date of the applicable documentation.

3. Concurrently with the execution and delivery of any document referenced pursuant to paragraph 1 under the heading “France” on this Schedule II, the Borrower shall cause to be delivered to the Administrative Agent:

a. if required, a certified copy of the minutes of the resolution of the shareholder(s) of Sylvamo Investments France SAS approving the Amendment No. 3 French Collateral Documents and approving, therefore in advance the Administrative Agent as potential shareholder of Sylvamo Investments France SAS in case of enforcement of the Amendment No. 3 French Collateral Documents;

b. a certificate of pledge (attestation de nantissement de compte titres de 3ème rang) signed by the legal representative of Sylvamo Investments France SAS stating that the security interest created pursuant to the Amendment No. 3 French Collateral Documents has been registered in accordance with paragraph c below;

c. certified copies of the shareholders’ account (compte spécial d’actionnaire) and the share transfer register (registre de mouvements de titres) of Sylvamo Investments France SAS evidencing the registration of the security interest created pursuant to the Amendment No. 3 French Collateral Documents; and

d. any notices or documents required to be given or executed under the terms of the Amendment No. 3 French Collateral Documents on the date of execution of the Amendment No. 3 French Collateral Documents (subject to any grace periods set out therein).

Luxembourg

a. Amendment to Pledge over Shares Agreement, among Global Holdings I, LLC, as pledgor, Bank of America, N.A., as pledgee and Sylvamo Papers Holding S.à x.x., as pledged company (“Sylvamo Papers Pledge Amendment”).

b. Amendment to Pledge over Shares Agreement, among Sylvamo Papers Holding S.à x.x. as pledgor, Bank of America, N.A., as pledgee and Sylvamo Investments Brazil S.à x.x., as pledged company (“Sylvamo Investments Pledge Amendment”).

c. Amendment to Pledge over Bank Accounts Agreement, between Sylvamo Papers Holding S.à x.x., as pledgor and Bank of America, N.A., as pledgee (“Sylvamo Papers Bank Account Pledge Amendment”).

d. Amendment to Pledge over Bank Accounts Agreement, between Sylvamo Investments Brazil S.à.x.x., as pledgor and Bank of America, N.A., as pledgee (“Sylvamo Investments Bank Account Pledge Amendment”).

e. Amendment to Pledge over Receivables Agreement, among Sylvamo Papers Holding S.à x.x. and Sylvamo Investments Brazil S.à x.x., collectively, the pledgors and Bank of America, N.A., as pledgee (“Lux Receivables Pledge Amendment”).

2. Concurrently with the execution and delivery of any document referenced pursuant to paragraph 1 under the heading “Luxembourg” on this Schedule II, the Borrower shall cause to be delivered to the Administrative Agent a customary opinion of the applicable law firm(s) set forth on Schedule I to Amendment No. 3 with respect to such documentation, addressed to the Administrative Agent, each L/C Issuer and each Lender, dated as of the date of the applicable documentation.

3. Concurrently with the execution and delivery of any document referenced pursuant to paragraph 1 under the heading “Luxembourg” on this Schedule II, the Borrower shall cause to be (a) delivered to the Administrative Agent (or other applicable Person) any notices, powers of attorney, resolutions or other documents necessary or required to be given, executed or taken under the terms of any such document and the respective additional security undertakings thereunder, and (b) taken any actions that are necessary or required in connection with the delivery of any such document.

Sweden

1. To the extent not executed and delivered on the Amendment No. 3 Effective Date, within ninety (90) days after the Amendment No. 3 Effective Date, the Borrower shall cause to be delivered to the Administrative Agent, from each Swedish Loan Party and Global Holdings I, LLC (and/or any other Person that owns shares in such Swedish Loan Party or is a party to any Swedish Law Collateral Document existing

as of the Amendment No. 3 Effective Date), counterparts of an amendment and restatement agreement among the Swedish Loan Parties, Global Holdings I, LLC (and/or such other Person which is a party to a Swedish Law Collateral Document existing as of the Amendment No. 3 Effective Date), which amendment

and restatement agreement will provide for certain amendments to, and restatement of, each of the Swedish Law Collateral Documents existing as of the Amendment No. 3 Effective Date (the “Swedish Collateral Amendment and Restatement Agreement”).

2. Concurrently with the execution and delivery of any document referenced pursuant to paragraph 1 under the heading “Sweden” on this Schedule II, the Borrower shall cause to be delivered to the Administrative Agent a customary opinion of the applicable law firm(s) set forth on Schedule I with respect to such documentation, addressed to the Administrative Agent, each L/C Issuer and each Lender, dated as of the date of the applicable documentation.

3. Concurrently with the execution and delivery of any document referenced pursuant to paragraph 1 under the heading “Sweden” on this Schedule II, the Borrower shall cause to be (a) delivered to the Administrative Agent (or other applicable Person) any notices, applications, filings, resolutions, registers or documents necessary or required to be given, executed or taken under the terms of any such document and the respective additional security undertakings thereunder, and (b) taken any actions that are necessary or required in connection with the delivery of any such document.

Mortgage Amendments

1. To the extent not executed and delivered on the Amendment No. 3 Effective Date, within sixty (60) days after the Amendment No. 3 Effective Date, Sylvamo North America, LLC shall deliver to the Administrative Agent, with respect to each Mortgaged Property existing as of the Amendment No. 3 Effective Date:

(a) with respect to the Mortgage encumbering such Mortgaged Property, an amendment thereof (with respect to such Mortgage, a “Mortgage Amendment”) duly executed and acknowledged by Sylvamo North America, LLC, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates and affidavits as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Agent; and

(b) with respect to each Mortgage Amendment with respect to each Mortgage, a date down endorsement or similar title product to the existing title policy relating to such Mortgage encumbering the applicable Mortgaged Property insuring that such Mortgage, as amended by such Mortgage Amendment, is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties free and clear of all Liens except Permitted Liens.

2. Concurrently with the delivery of the deliverables referenced in paragraph 1 under the heading “Mortgage Amendments” on this Schedule II, the Borrower shall cause to be delivered to the Administrative Agent a customary opinion of the applicable law firm(s) set forth on Schedule I with respect to such deliverables, addressed to the Administrative Agent, each L/C Issuer and each Lender, dated as of the date of the applicable Mortgage Amendment.

ANNEX A

AMENDED CREDIT AGREEMENT

See attached.

Published CUSIP Number: 00000XXX0

Revolving Credit Facility CUSIP Number: 00000XXX0

Term A Facility CUSIP Number: 00000XXX0

CREDIT AGREEMENT

dated as of September 13, 2021

among

SYLVAMO CORPORATION,

as the Borrower,

BANK OF AMERICA, N.A.,

as the Administrative Agent, the Swing Line Lender and an L/C Issuer

and

The Other Lenders and L/C Issuers Party Hereto

BOFA SECURITIES, INC.,

PNC CAPITAL MARKETS LLC,

COBANK, ACB,

SUMITOMO MITSUI BANKING CORPORATION,

BNP PARIBAS,

FIRST HORIZON BANK,

PINNACLE BANK

and

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Joint Lead Arrangers,

BOFA SECURITIES, INC.,

PNC CAPITAL MARKETS LLC,

COBANK, ACB,

SUMITOMO MITSUI BANKING CORPORATION,

BNP PARIBAS

and

FIRST HORIZON BANK,

as Joint Bookrunners,

PNC BANK, NATIONAL ASSOCIATION,

as Syndication Agent

SUMITOMO MITSUI BANKING CORPORATION,

BNP PARIBAS,

FIRST HORIZON BANK,

PINNACLE BANK

and

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Documentation Agents

and

SUMITOMO MITSUI BANKING CORPORATION,

as Sustainability Structuring Agent

TABLE OF CONTENTS


			Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS			1

	1.01	Defined Terms		1
	1.02	Other Interpretive Provisions		77
	1.03	Accounting Terms		78
	1.04	Rounding		81
	1.05	Exchange Rates; Currency Equivalents		81
	1.06	Additional Alternative Currencies		81
	1.07	Change of Currency		82
	1.08	Times of Day		83
	1.09	Letter of Credit Amounts		83
	1.10	Certain Calculations and Tests		83
	1.11	Interest Rates; Licensing		83
	1.12	Divisions		84
	1.13	Luxembourgish Interpretive Provisions		84
	1.14	Swedish Terms		85

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS			87

	2.01	The Loans		87
	2.02	Borrowings, Conversions and Continuations of Loans		88
	2.03	Letters of Credit		90
	2.04	Swing Line Loans		101
	2.05	Prepayments		104
	2.06	Termination or Reduction of Commitments		109
	2.07	Repayment of Loans		110
	2.08	Interest		111
	2.09	Fees		111
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate		112
	2.11	Evidence of Debt		113
	2.12	Payments Generally; Administrative Agent’s Clawback		113
	2.13	Sharing of Payments by Xxxxxxx		115
	2.14	Increase in Commitments		116
	2.15	Permitted Refinancing Amendment		121
	2.16	Cash Collateral		123
	2.17	Defaulting Lenders		124
	2.18	Sustainability Adjustments; Successor Sustainability Structuring Agent		126
	2.19	XXXX Event		129

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY			129

	3.01	Taxes		129
	3.02	Illegality		134
	3.03	Inability to Determine Rates		135
	3.04	Increased Costs		138
	3.05	Compensation for Losses		140
	3.06	Mitigation Obligations; Replacement of Lenders		140
	3.07	Survival		141


ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS			141

	4.01	[Reserved]		141
	4.02	Conditions to All Credit Extensions		141

ARTICLE V. REPRESENTATIONS AND WARRANTIES			142

	5.01	Existence, Qualification and Power		142
	5.02	Authorization; No Contravention		142
	5.03	Governmental Authorization; Other Consents		142
	5.04	Binding Effect		142
	5.05	Financial Statements; No Material Adverse Effect		143
	5.06	Litigation		143
	5.07	No Default		143
	5.08	Ownership of Property; Liens		144
	5.09	Environmental		144
	5.10	Insurance		144
	5.11	Taxes		144
	5.12	ERISA Compliance		144
	5.13	Subsidiaries; Guarantors; Equity Interests		145
	5.14	Margin Regulations; Investment Company Act; Use of Proceeds		146
	5.15	Disclosure		146
	5.16	Compliance with Laws		146
	5.17	Intellectual Property; Licenses, Etc.		146
	5.18	Solvency		147
	5.19	Casualty, Etc.		147
	5.20	Labor Matters		147
	5.21	Sanctions		147
	5.22	Anti-Corruption Laws		147
	5.23	Anti-Terrorism Laws		148
	5.24	Collateral Documents		148
	5.25	Affected Financial Institutions		148
	5.26	Beneficial Ownership Certificate		148
	5.27	Covered Entity		148
	5.28	[Reserved]		148
	5.29	COMI Regulation		148
	5.30	Luxembourg Representations		148

ARTICLE VI. AFFIRMATIVE COVENANTS			149

	6.01	Financial Statements		149
	6.02	Certificates; Other Information		150
	6.03	Notices		152
	6.04	Payment of Obligations		152
	6.05	Preservation of Existence, Etc.		152
	6.06	Maintenance of Properties		153
	6.07	Maintenance of Insurance		153
	6.08	Compliance with Laws and Material Contracts		153
	6.09	Books and Records		154
	6.10	Inspection Rights		154
	6.11	Use of Proceeds		154
	6.12	Collateral and Guarantee Requirement; Collateral Information		154
	6.13	Compliance with Environmental Laws		155
	6.14	Further Assurances		155


	6.15	Designation as Senior Debt		156
	6.16	Approvals and Authorizations		156
	6.17	Anti-Corruption Laws and Laws Relating to Sanctions		156
	6.18	Designation of Unrestricted and Restricted Subsidiaries		156
	6.19	[Reserved]		157
	6.20	[Reserved]		157
	6.21	[Reserved]		157
	6.22	Specified Account		157

ARTICLE VII. NEGATIVE COVENANTS			157

	7.01	Liens		157
	7.02	Indebtedness		157
	7.03	[Reserved]		164
	7.04	Fundamental Changes		164
	7.05	Asset Sales		165
	7.06	Restricted Payments		168
	7.07	Change in Nature of Business		173
	7.08	Transactions with Affiliates		174
	7.09	Burdensome Agreements		177
	7.10	Use of Proceeds		180
	7.11	Financial Covenants		180
	7.12	Amendments of Certain Documents		180
	7.13	Accounting Changes		181
	7.14	Designation of Senior Debt		181
	7.15	Sale and Leaseback Transactions		181
	7.16	Sanctions		182
	7.17	Anti-Corruption Laws		182

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES			182

	8.01	Events of Default		182
	8.02	Remedies upon Event of Default		186
	8.03	Application of Funds		187

ARTICLE IX. ADMINISTRATIVE AGENT			188

	9.01	Appointment and Authority		188
	9.02	Rights as a Lender		189
	9.03	Exculpatory Provisions		189
	9.04	Reliance by Administrative Agent		190
	9.05	Delegation of Duties		190
	9.06	Resignation of Administrative Agent		191
	9.07	Non-Reliance on Administrative Agent, the Arrangers and Other Lenders		192
	9.08	No Other Duties, Etc.		193
	9.09	Administrative Agent May File Proofs of Claim; Credit Bidding		193
	9.10	Collateral and Guaranty Matters		194
	9.11	Secured Bilateral L/C Obligations, Secured Cash Management Agreements and Secured Hedge Agreements		195
	9.12	Lender ERISA Representation		196
	9.13	Recovery of Erroneous Payments		197

iii


ARTICLE X. MISCELLANEOUS			197

	10.01	Amendments, Etc.		197
	10.02	Notices; Effectiveness; Electronic Communications		202
	10.03	No Waiver; Cumulative Remedies; Enforcement		204
	10.04	Expenses; Indemnity; Limitation of Liability; Damage Waiver		204
	10.05	Payments Set Aside		207
	10.06	Successors and Assigns		207
	10.07	Treatment of Certain Information; Confidentiality		214
	10.08	Right of Setoff		215
	10.09	Interest Rate Limitation		215
	10.10	Integration; Effectiveness		216
	10.11	Survival of Representations and Warranties, Etc.		216
	10.12	Severability		216
	10.13	Replacement of Lenders		216
	10.14	Governing Law; Jurisdiction; Etc.		217
	10.15	WAIVER OF JURY TRIAL		218
	10.16	No Advisory or Fiduciary Responsibility		219
	10.17	Electronic Execution; Electronic Records; Counterparts		219
	10.18	USA PATRIOT Act		220
	10.19	ENTIRE AGREEMENT		220
	10.20	Judgment Currency		220
	10.21	Acknowledgment and Consent to Bail-In of Affected Financial Institutions		221
	10.22	Acknowledgement Regarding Any Supported QFCs		221
	10.23	Most Favored Lender Provisions		222
	10.24	Parallel Debt		223


SCHEDULES

1.01(b)		Letter of Credit Commitments
1.01(c)		Agreed Guarantee and Security Principles
1.01(d)		Foreign Security Documents
2.01		Commitments and Applicable Percentages
2.18(a)		Sustainability KPI Baseline
2.18(b)		Sustainability Performance Thresholds
5.06		Disclosed Litigation
5.08		Mortgaged Property
5.09		Environmental Matters
5.11		Tax Matters
5.13(a)		Subsidiaries; Loan Parties
5.13(b)		Equity Interests
7.01		Existing Liens
7.02		Existing Indebtedness
7.03		Existing Investments
7.08		Transactions with Affiliates
10.02		Administrative Agent’s Office, Certain Addresses for Notices
10.06(c)		Voting Participants

EXHIBITS

A		Form of Committed Loan Notice
B		Form of Swing Line Loan Notice
C-1		Form of Revolving Credit Note
C-2		[Reserved]
C-3		[Reserved]
C-4		Form of Term A Note
D		Form of Compliance Certificate
E		Form of Assignment and Assumption
F-1 – F-4		Forms of United States Tax Compliance Certificates
G		[Reserved]
H		[Reserved]
I		Form of Guaranty
J		Form of Perfection Certificate
K		Form of U.S. Security and Pledge Agreement
L		Form of Sustainability Pricing Certificate

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of September 13, 2021 among SYLVAMO CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as the Administrative Agent, the Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party hereto.

PRELIMINARY STATEMENTS:

WHEREAS, the Borrower has requested that the Lenders provide the Term A Facility and the Revolving Credit Facility and will use the proceeds thereof for the purposes set forth in this Agreement; and

WHEREAS, the Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue letters of credit, in each case, on the terms and subject to the conditions and for the purposes set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“2021 Notes” means $450,000,000 aggregate principal amount of 7.000% senior unsecured notes due September 1, 2029 of the Borrower.

“2027 Farm Credit Term Loan” means any “Term F Loan” (as defined in the Farm Credit Agreement) incurred by the Borrower, as borrower, under the Farm Credit Agreement pursuant to the Farm Credit Agreement.

“2027 Farm Credit Term Loan Facility” means the “Term F Facility” (as defined in the Farm Credit Agreement) established pursuant to the Farm Credit Agreement.

“2027 Farm Credit Term Loan Facility Maturity Date” means the Maturity Date (as defined in the Farm Credit Agreement) of the 2027 Farm Credit Term Loan Facility.

“2031 Farm Credit Term Loan” means any “Term F-2 Loan” (as defined in the Farm Credit Agreement) incurred by the Borrower, as borrower, under the Farm Credit Agreement pursuant to the Farm Credit Agreement.

“2031 Farm Credit Term Loan Facility” means the “Term F-2 Facility” (as defined in the Farm Credit Agreement) established pursuant to the Farm Credit Agreement.

“Acquired Indebtedness” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged, amalgamated or consolidated with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is Incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Act” has the meaning specified in Section 10.18.

“Additional Lender” means, as of any date of determination, any Person (other than an existing Lender) that qualifies as an Eligible Assignee and agrees to be a Lender under this Agreement in connection with any Incremental Increase.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, and any branch, office or Affiliate of it, or any successor administrative agent.

“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied from time to time by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution, or (b) any UK Financial Institution.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliate Transaction” has the meaning specified in Section 7.08(a).

“Agent Parties” has the meaning specified in Section 10.02(c).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Aggregate Revolving Credit Commitments” means the Revolving Credit Commitments of all the Revolving Credit Lenders, subject to adjustment pursuant to the provisions of this Agreement (including Sections 2.06 and 2.14).

“Agreed Guarantee and Security Principles” means the agreed guarantee and security principles set forth on Schedule 1.01(c).

“Agreement” means this Credit Agreement.

“Agreement Currency” has the meaning specified in Section 10.20.

“All-in Yield” means, as to any Loans of any Class, the effective yield on such loans, taking into account the applicable interest rate margins, any interest rate floors or similar devices, all recurring fees and other fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the weighted average life to maturity of such loans and (y) the four years following the date of incurrence thereof) payable generally to Lenders making such loans, but excluding (i) any arrangement, structuring, commitment, ticking, underwriting or similar fees or other fees payable in connection therewith that are not generally shared with the Lenders thereunder and (ii) any customary consent fees paid generally to consenting Lenders.

“Alternative Currency” means Euro and each other currency (other than Dollars) that is approved in accordance with Section 1.06.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be, by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate for the purchase of such Alternative Currency with Dollars at approximately 11:00 a.m. on the date that is two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that if no such rate is available, the “Alternative Currency Equivalent” shall be determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be, using any reasonable method of determination (and such determination shall be conclusive absent manifest error).

“Alternative Currency L/C Issuer” means Bank of America (and any branch, office or Affiliate of it), in its capacity as an L/C Issuer hereunder, or any successor issuer of Letters of Credit denominated in Alternative Currencies hereunder (to the extent such successor issuer is approved by the Administrative Agent and the Borrower).

“Alternative Currency Loan” means an Alternative Currency Term Rate Loan.

“Alternative Currency Sublimit” means, at any time, an amount equal to 50% of the Aggregate Revolving Credit Commitments at such time.

“Alternative Currency Term Rate” means, for any Interest Period, with respect to any Loan: (a) denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period; and (b) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a term rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved pursuant to Section 1.06, plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.06; provided that if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Alternative Currency Term Rate Loan” means a Loan that bears interest at a rate based on the definition of “Alternative Currency Term Rate.” All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.

“Amendment No. 1” means that certain Amendment No. 1 to the Credit Agreement, dated as of the Amendment No. 1 Effective Date, by and among the Borrower, the Sustainability Structuring Agent (solely for the purposes identified on its signature page thereto), the Administrative Agent, the Swing Line Lender, the L/C Issuers and the Lenders party thereto.

“Amendment No. 1 Effective Date” means November 9, 2022.

“Amendment No. 2” means that certain Credit Extension Amendment and Amendment No. 2 to the Credit Agreement, dated as of the Amendment No. 2 Effective Date, by and among the Borrower, the Guarantors party thereto, the Administrative Agent, the arrangers party thereto and the Lenders party thereto.

“Amendment No. 2 Effective Date” means March 9, 2023.

“Amendment No. 3” means that certain Amendment No. 3 to the Credit Agreement, Amendment to the Guaranty Agreement and Amendment to the U.S. Security and Pledge Agreement, dated as of the Amendment No. 3 Effective Date, by and among the Borrower, the Guarantors party thereto, the Administrative Agent, the Lenders party thereto, the L/C Issuers party thereto, the Swing Line Lender, and the Sustainability Structuring Agent.

“Amendment No. 3 Effective Date” means July 31, 2024.

“Amendment No. 3 Refinancings” means, collectively, the transactions pursuant to which, on (or substantially simultaneously with the occurrence of) the Amendment No. 3 Effective Date: (a) the Borrower shall have (i) paid all accrued and unpaid interest on the Loans outstanding under this Agreement immediately prior to the Amendment No. 3 Effective Date, (ii) paid all accrued and unpaid fees owing to the Lenders under this Agreement immediately prior to the Amendment No. 3 Effective Date, and (iii) repaid in full, to each Lender under this Agreement immediately prior to the Amendment No. 3 Effective Date that is not a Lender immediately following the Amendment No. 3 Effective Date, the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender (or accrued for the account of such Lender) under this Agreement and the other Loan Documents; (b) the Borrower shall have repaid $36,250,000 of the “Term A Loans” (as defined in this Agreement immediately prior to the Amendment No. 3 Effective Date); (c) all amounts outstanding with respect to the “Term F Facility” (as defined in this Agreement immediately prior to the Amendment No. 3 Effective Date) shall have been repaid in full via the “cashless roll” exchange mechanism described in a cashless roll agreement to be entered into on the Amendment No. 3 Effective Date, in form and substance satisfactory to the Administrative Agent; and (d) the maturity date under the Qualified Receivables Financing entered into in connection with that certain Receivables Financing Agreement, dated as of September 30, 2022 (such facility, the “PNC Receivables Facility”), by and among the Subsidiaries party thereto, the lenders party thereto, PNC Bank, National Association, as administrative agent, and PNC Capital Markets, LLC, as structuring agent, shall have been extended.

“Amendment No. 3 Transactions” means the following transactions: (a) the entering into of Amendment No. 3 and the documents in connection therewith and the making of any Credit Extensions under the Loan Documents, in each case, on the Amendment No. 3 Effective Date, and the consummation of all other transactions contemplated by Amendment No. 3; (b) the entering into of the Farm Credit Agreement Documents and the making of any credit extensions under the Farm Credit Agreement Documents, in each case, on the Amendment No. 3 Effective Date; (c) the entering into, on or prior to the Amendment No. 3 Effective Date, of an amendment to the PNC Receivables Facility to extend the maturity date thereunder and the consummation of the other transactions described therein; (d) the consummation of the Amendment No. 3 Refinancings; and (e) the payment of fees and expenses in connection with the foregoing.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, Brazilian Federal Law No. 12,846, of August 1, 2013 (as amended from time to time), and other similar anti-bribery or anti-corruption laws or regulations in other jurisdictions.

“Anti-Terrorism Laws” means any laws, regulations, or orders of any Governmental Authority of the United States, the United Nations, United Kingdom or European Union relating to terrorism financing or money laundering, including, but not limited to, the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq.), the Trading With the Enemy Act (50 U.S.C. § 5 et seq.), the International Security Development and Cooperation Act (22 U.S.C. § 2349aa-9 et seq.), the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the Act, and any rules or regulations promulgated pursuant to or under the authority of any of the foregoing.

“Applicable Authority” means with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator.

“Applicable Percentage” means (a) in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth decimal place) of the Term A Facility represented by (i) on the Amendment No. 3 Effective Date, such Term A Lender’s Term A Commitment at such time, subject to adjustment as provided in Section 2.17 and (ii) thereafter, the principal amount of such Term A Lender’s Term A Loans at such time and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Xxxxxx’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Lender to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Commitments have expired, then the Applicable Percentage of each Lender in respect of the applicable Facility shall be determined based on the Applicable Percentage of such Lender in respect of such Facility most recently in effect, giving effect to any subsequent assignments. As of the Amendment No. 3 Effective Date, the initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or, in each case, in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means (a) from the Amendment No. 3 Effective Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a) for the first full fiscal quarter ending after the Amendment No. 3 Effective Date, the applicable percentage per annum set forth below in Pricing Level 2 and (b) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):


Pricing Level	Consolidated Leverage Ratio	Term SOFR Loans, Alternative Currency Loans and Letter of Credit Fee	Base Rate Loans	Commitment Fee
1	≥ 2.75:1.00	2.000%	1.000%	0.275%
2	< 2.75:1.00, but ≥ 1.00:1.00	1.750%	0.750%	0.250%
3	< 1.00:1.00	1.625%	0.625%	0.225%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). With respect to the Revolving Credit Facility, the Applicable Rate shall be adjusted on an annual basis from time to time based upon the Sustainability Rate Adjustment and the Sustainability Commitment Fee Adjustment, in each case, as calculated and applied as set forth in Section 2.18; provided that in no event shall any Applicable Rate be less than 0.00% per annum.

“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Appropriate Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Revolving Credit Facility, (i) the L/C Issuers under such Facility and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Jurisdiction” means each of the Grand Duchy of Luxembourg, Brazil, the Republic of Finland, and Sweden. In addition, the Kingdom of Belgium shall become an Approved Jurisdiction if, at the end of any fiscal quarter of the Borrower, the aggregate value of the consolidated total assets of the Borrower’s direct or indirect Restricted Subsidiaries that are organized in the Kingdom of Belgium (excluding Equity Interests in Subsidiaries), as set forth on the consolidated balance sheet of the Borrower for such fiscal quarter, exceeds $25,000,000.

“Arranger” means each of (a) BofA Securities, PNC Capital Markets LLC, CoBank, SMBC, BNP Paribas, First Horizon Bank, Pinnacle Bank and Fifth Third Bank National Association, in each case, in its capacity as a joint lead arranger, and (b) BofA Securities, PNC Capital Markets LLC, CoBank, SMBC, BNP Paribas and First Horizon Bank, in each case, in its capacity as a joint bookrunner.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale and Leaseback Transaction) of the Borrower or any Restricted Subsidiary; or

(2) the issuance or sale of Equity Interests (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 7.02 and directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Borrower or another Restricted Subsidiary) (whether in a single transaction or a series of related transactions)

(each of the foregoing referred to in this definition as a “disposition”; “dispose” has a meaning correlative thereto). For the avoidance of doubt, the unwinding of Swap Contracts or Permitted Bond Hedge Transactions shall not be deemed to constitute an Asset Sale.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease.

“Audited Financial Statements” means the audited consolidated balance sheets of the Borrower as of December 31, 2023, and the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in equity for the fiscal year then ended, including the related notes thereto.

“Availability Period” means in respect to each Class of the Revolving Credit Facility, the period from and including the Initial Funding Date to the earliest of (i) the Maturity Date for the Revolving Credit Facility of such Class, (ii) the date of termination of all of the Revolving Credit Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the applicable L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) Term SOFR (calculated in accordance with clause (b) of the definition of “Term SOFR”) plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Base Rate Loan” means a Revolving Credit Loan, a Swing Line Loan, or a Term Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Beneficiary” has the meaning specified in Section 1.14(h).

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Bilateral L/C Provider” means, (a) with respect to the Existing BNP Bilateral Letter of Credit, BNP Paribas, and (b) with respect to the SMBC Bilateral Letters of Credit, SMBC.

“Board” means the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” means as to any Person, the board of directors or managers, sole member or managing member, or other governing body, as applicable, of such Person (or, if such Person is owned or managed by a single entity, the board of directors or managers, sole member or managing member or other governing body of such entity) or any duly authorized committee thereof.

“BofA Securities” means BofA Securities, Inc.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, and/or a Term Borrowing, as the context may require.

“Brazil Payment Agreement” means the Brazil Payment Agreement among certain Subsidiaries and certain Subsidiaries of IP with respect to required payments in the event of any sale of Brazilian forest lands by the Borrower or any of its Affiliates as described in the Form 10.

“Brazil Receivables Factoring Program” means Qualified Receivables Factoring related to Receivables Assets of one or more Restricted Subsidiaries organized under the Laws of Brazil; provided that the aggregate amount of Indebtedness (other than Standard Securitization Undertakings) outstanding at any time thereunder shall not exceed the greater of (x) 150,000,000 Brazilian Real and (y) 1.5% of Total Assets.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located; provided that (a) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan, means a Business Day that is also a TARGET Day; (b) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in a currency other than Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the applicable offshore interbank market for such currency; and (c) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euro in respect of an Alternative Currency Loan denominated in a currency other than Euro, or any other dealings in any currency other than Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Capitalized Leases” means, at the time any determination thereof is to be made, the amount of the liability in respect of a finance or capital lease (and, for the avoidance of doubt, not a straight-line operating lease) that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent, the applicable L/C Issuer or Swing Line Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the respective L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries:

(1) Dollars, Canadian dollars, Japanese yen, Sterling, Euro or the national currency of any participating member state of the European Union (as it is constituted on the Amendment No. 3 Effective Date), Australian dollars and, with respect to any Foreign Subsidiaries, other currencies held by such Foreign Subsidiary in the ordinary course of business;

(2) securities issued or directly guaranteed or insured by the government of the United States or any country that is a member of the European Union (as it is constituted on the Amendment No. 3 Effective Date) or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

(3) money market deposits, certificates of deposit, time deposits and eurodollar time deposits with maturities of two years or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding two years, and overnight bank deposits, in each case with any lender under this Agreement or any other commercial bank having capital and surplus in excess of $250,000,000 in the case of domestic banks or $100,000,000 (or the dollar equivalent thereof) in the case of foreign banks;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above and clause (6) below entered into with any financial institution meeting the qualifications specified in clause (3) above or securities dealers of recognized national standing;

(5) commercial paper or variable or fixed rate notes issued by a corporation or other Person (other than an Affiliate of the Borrower) rated at least “P-2” or “A-2” or the equivalent thereof by either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within two years after the date of acquisition, and commercial paper or variable or fixed rate notes issued by or guaranteed by any Lender or any bank holding company owning any such Lender;

(6) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7) Indebtedness issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition, and securities of marketable short-term money market and similar highly liquid funds having assets in excess of $250,000,000;

(8) investment funds investing at least 95.0% of their assets in investments of the types described in clauses (1) through (7) above and (9) and (10) below;

(9) Investments with average maturities of 36 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency); and

(10) in the case of investments by any Foreign Subsidiary or investments made in a country outside the United States, other investments of comparable tenor and credit quality to those described in the foregoing clauses (1) through (9) customarily utilized in the countries where such Foreign Subsidiary is located or in which such investment is made.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above; provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts.

“Cash Management Agreement” means any agreement or arrangement to provide cash management or treasury management services, including depository, overdraft, credit, purchasing or debit card, cash sweeps, ACH, zero balance, interstate depository network, electronic funds transfer and other cash management arrangements.

“Cash Management Bank” means any Person that either (a) is a party to or provider of any Cash Management Agreement with the Borrower or any of its Subsidiaries at the time it (or its Affiliate) becomes a Lender (including on the Initial Funding Date) or (b) at the time it enters into or provides a Cash Management Agreement, is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender, in either case in its capacity as a party to such Cash Management Agreement.

“CFC” means a Person that is a controlled foreign corporation under Section 957(a) of the Code.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means any of the following:

(a) an event or series of events by which any “person” or “group” becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock representing 35% or more of the voting power of all Voting Stock of the Borrower; or

(b) (i) the direct or indirect sale, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Borrower and the Restricted Subsidiaries, taken as a whole, to any “person” or “group” or (ii) the merger, amalgamation or consolidation of the Borrower with another Person; provided that a transaction where the holders of all classes of Voting Stock of the Borrower immediately prior to such transaction own, directly or indirectly, Voting Stock representing more than 50% of the voting power of all the Voting Stock of the transferee person or group (in the case of clause (i)) or the Person surviving such merger, amalgamation or consolidation (in the case of clause (ii)), immediately after such transaction shall not be a Change of Control pursuant to this clause (b), so long as the Borrower shall have provided not less than five (5) Business Days’ notice to the Administrative Agent of any such transaction, and the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other information as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” and anti-money laundering rules and regulations, including pursuant to the Act and the Beneficial Ownership Regulation; or

(c) a “change of control” or any comparable term under, and as defined in, the indenture governing the 2021 Notes, any of the Farm Credit Agreement Documents or any agreement governing any other Material Indebtedness of the Borrower or any of its Restricted Subsidiaries.

As used in this definition, the terms “person” and “group” shall have the meanings as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan. Notwithstanding the foregoing: (A) the transfer of assets between or among the Restricted Subsidiaries and the Borrower shall not itself constitute a Change of Control; and (B) a “person” or “group” shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) until the consummation of the transactions contemplated by such agreement so long as such person or group does not have the right to control the voting of such securities prior to the consummation of such transactions.

“Class” means (i) with respect to any Commitment, its character as a Revolving Credit Commitment, an Extended Revolving Commitment, a Permitted Refinancing Revolving Credit Commitment, a Term A Commitment, a commitment in respect of Incremental Term Loans (or a commitment with respect to any extended Incremental Term Loans), a commitment in respect of Extended Term A Loans or a commitment in respect of Permitted Refinancing Term Loans (whether established by way of new Commitments or by way of conversion or extension of existing Commitments or Loans) designated as a “Class” in a Credit Extension Amendment and (ii) with respect to any Loan or Borrowing, whether such Loans or the Loans comprising such Borrowing, are made pursuant to the Revolving Credit Commitments or Extended Revolving Commitments, or is a Term A Loan, an Extended Term A Loan, an Incremental Term Loan (or an extended Incremental Term Loan) or a Permitted Refinancing Term Loan (whether made pursuant to new Commitments or by way of conversion or extension of existing Loans) designated as a “Class” in an Credit Extension Amendment; provided that notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the borrowing and repayment of Revolving Credit Loans shall be made on a pro rata basis across all Classes of Revolving Credit Commitments (except to the extent that any applicable Credit Extension Amendment pursuant to Section 2.14, 2.15 or 10.01 provides that the Class of Revolving Credit Facility Loans established thereunder shall be entitled to less than pro rata repayments), and any termination of Revolving Credit Commitments shall be made on a pro rata basis across all Classes of Revolving Credit Commitments (except to the extent that any applicable Credit Extension Amendment pursuant to Section 2.14, 2.15 or 10.01 provides that the Class of Revolving Credit Commitments established thereunder shall be entitled to less than pro rata treatment). Commitments or Loans that have different maturity dates, pricing (other than upfront fees and other similar fees) or other terms shall be designated separate Classes. There shall be a maximum of three Classes of Revolving Credit Commitments.

“CME” means CME Group Benchmark Administration Limited.

“CoBank” means CoBank, ACB, a federally chartered instrumentality of the United States.

“CoBank Equities” means the Borrower’s cash patronage, stock and other equities in CoBank acquired with respect to its patronage loans from CoBank (or its affiliate) in connection with the Farm Credit Agreement Documents (including proceeds of such equities).

“CoBank Most Favored Lender Provisions” has the meaning specified in Section 10.23(b).

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all of the “Collateral” or other similar term referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties or, where applicable under foreign law, in favor of the Secured Parties. Notwithstanding anything in the Loan Documents to the contrary, the term “Collateral” shall not include any Excluded Assets.

“Collateral and Guarantee Requirement” means, at any relevant time of determination, subject to (x) in the case of Foreign Obligors, the Agreed Guarantee and Security Principles and (y) with respect to the matters specified therein, Schedule II to Amendment No. 3, any or all of the following (as applicable):

(a) each Domestic Subsidiary and each Foreign Subsidiary that is organized in an Approved Jurisdiction (other than Excluded Subsidiaries) shall have executed and delivered to the Administrative Agent (i) a Guaranty, and (ii) the Pari Passu Intercreditor Agreement (or, in the case of any such Person that becomes a Guarantor after the Amendment No. 3 Effective Date, otherwise become a party thereto pursuant to any supplement or joinder to the Pari Passu Intercreditor Agreement as required by the terms thereof);

(b) (i) each Loan Party shall have executed and delivered to the Administrative Agent the U.S. Security and Pledge Agreement and/or other applicable Collateral Documents and (ii) the Obligations shall have been secured by a valid Lien on (A) in the case of Loan Parties that are Domestic Subsidiaries, all or substantially all of the assets of such Loan Parties (other than to the extent constituting Excluded Assets), (B) in the case of Foreign Obligors, such assets as are required to be pledged in accordance with the Agreed Guarantee and Security Principles and (C) Equity Interests owned by the Loan Parties (other than to the extent constituting Excluded Assets or, in the case of Equity Interests owned by a Foreign Obligor to the extent excluded pursuant to the Agreed Guarantee and Security Principles);

(c) to the extent required to be delivered pursuant to the terms of the applicable Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Secured Parties’ security interest in such Collateral;

(d) with respect to each Mortgaged Property, the applicable Loan Party shall have executed and delivered to the Administrative Agent:

(i) a Mortgage encumbering such Mortgaged Property in favor of the Administrative Agent, for the benefit of the Secured Parties, duly executed and acknowledged by the applicable Loan Party and otherwise in form for recording in the local recording office where such Mortgaged Property is located, together with such certificates, affidavits, questionnaires or returns as may be necessary or advisable in connection with the recording or filing thereof to create a mortgage or deed of trust lien under the laws of the applicable jurisdiction on the Mortgaged Property and fixtures located thereon;

(ii) a policy of title insurance (or marked-up title insurance commitment having the effect of a policy of title insurance) (a “Title Policy”) insuring the Lien of such Mortgage as a valid first mortgage or deed of trust Lien on the Mortgaged Property and in an amount not less than the Fair Market Value of such Mortgaged Property as reasonably determined by the Borrower, which Title Policy shall be issued by a nationally-recognized title insurance company selected by the applicable Loan Party (the “Title Company”) and include such endorsements that are available in the applicable jurisdiction as may reasonably be requested by the Administrative Agent and contain no other exceptions to title other than Permitted Liens;

(iii) opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located regarding the enforceability of each such Mortgage and customary related matters and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due execution and delivery of each such Mortgage, each in form and substance reasonably acceptable to the Administrative Agent;

(iv) a survey of such Mortgaged Property that is (A) (w) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (x) certified to the Administrative Agent and the Title Company, (y) compliant with the minimum requirements of the American Land Title Association as such requirements are in effect on the date of preparation thereof and (z) sufficient for the Title Company to remove the standard survey exception from the applicable Title Policy and to provide reasonable and customary survey-related endorsements thereto (if available) or (B) otherwise acceptable to the Administrative Agent (a “Survey”); provided, however, that a Survey shall not be required to the extent that (x) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is delivered to the Administrative Agent and the Title Company and (y) the Title Company removes the standard survey exception from the applicable Title Policy and provides reasonable and customary survey-related endorsements thereto (if available); provided, further, that the Administrative Agent may waive the delivery of a Survey (and any other requirements set forth herein that the applicable Loan Party is unable to execute and deliver to the Administrative Agent as a result of such waiver) for that certain Mortgaged Property located in Eastover, South Carolina if the delivery of a Survey would be commercially impracticable; and

(v) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination and, if such Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area, a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party relating thereto together with a copy of an insurance policy or a certificate of insurance and a declaration page relating thereto showing coverage for flood insurance in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Administrative Agent, on behalf of the Secured Parties, as lenders’ loss payee/mortgagee, (C) identify the address of each property located in a special flood hazard area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(e) all (i) certificates (including certificates representing Equity Interests and powers in blank with respect thereto, subject to clause (b) of this definition), agreements, documents and instruments and other actions, including UCC financing statements, required by the Collateral Documents or reasonably requested by the Administrative Agent to be filed, delivered, registered, recorded or taken to create the Liens intended to be created by the Collateral Documents and perfect such Liens to the extent required by the Collateral Documents or reasonably requested by the Administrative Agent, and with the priority required by, the Collateral Documents shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording and (ii) any Taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents shall have been paid; and

(f) in the case of any of the foregoing executed and delivered after the Initial Funding Date, to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received documents, Organization Documents, certificates, resolutions and opinions of the type referred to in Section 4.01(a)(iii), (iv) and (v) of this Agreement (as in effect on the Signing Date) with respect to each such Person and its Guarantee and/or provision and perfection of Collateral;

provided that (x) the Collateral shall not include any Excluded Assets or any assets of Foreign Obligors that are not required to be pledged in accordance with the Agreed Guarantee and Security Principles and (y) the Collateral and Guarantee Requirement shall not require (i) deposit or security account control agreements or control, lockbox or similar arrangements (other than the Specified Account Agreement), unless otherwise provided by the Agreed Guarantee and Security Principles; (ii) any notices to be sent to account debtors or other contractual third parties (other than during the continuance of an Event of Default), unless otherwise provided by the Agreed Guarantee and Security Principles; (iii) any landlord or bailee waivers; (iv) certificated Equity Interests in pledged Foreign Subsidiaries (unless such Equity Interests are pledged under a Foreign Security Document) to be delivered for possession if the Administrative Agent and the Borrower reasonably determine that the cost of such delivery for possession exceeds the practical benefit to the Lenders afforded thereby, unless required by the Agreed Guarantee and Security Principles or (v) in the case of assets of any Foreign Subsidiary, or Equity Interests issued by any Foreign Subsidiary, such other action as are expressly specified as not required to be taken in the Agreed Guarantee and Security Principles (any perfection actions not required to be taken pursuant to clause (y) of this proviso shall be referred to as “Excluded Perfection Actions”). The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Initial Funding Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Initial Funding Date).

“Collateral Documents” means, collectively, the U.S. Security and Pledge Agreement, the Foreign Security Documents, the Intellectual Property Security Agreements, the Mortgages, the Specified Account Agreement, each of the collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations.

“COMI Regulation” has the meaning specified in Section 5.29.

“Commercial Letter of Credit” means a letter of credit qualifying as a “commercial letter of credit” under 12 C.F.R. Part 3, Appendix A, Section 3(b)(3)(i) or any successor U.S. Comptroller of the Currency regulation.

“Commitment” means a Term A Commitment or a Revolving Credit Commitment (including a Letter of Credit Commitment), as the context may require. For the avoidance of doubt, where applicable, a reference to a “Commitment” shall include a commitment in respect of Extended Term A Loans, a commitment in respect of Incremental Term Loans (or a commitment with respect to any extended Incremental Term Loans), a commitment in respect of Permitted Refinancing Term Loans, an Extended Revolving Commitment, or a Permitted Refinancing Revolving Credit Commitment.

“Commitment Fee” has the meaning specified in Section 2.09(a).

“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to another Type, or (d) a continuation of Alternative Currency Term Rate Loans or Term SOFR Loans, as applicable, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communication” means this Agreement, any other Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Competitor” means any Person that is a bona fide direct competitor of the Borrower or any of its Subsidiaries in the same industry or a substantially similar industry.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with any proposed Successor Rate for an Alternative Currency, any conforming changes to the definitions of “Alternative Currency Term Rate”, “EURIBOR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of “Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate for such Alternative Currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means, with respect to any Person for any period, Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus, without duplication and to the extent deducted (or, in the case of clauses (7) and (9) below, not included) in calculating such Consolidated Net Income for such period, the sum of:

(1) provisions for taxes based on income (or similar taxes in lieu of income taxes), profits, capital (or equivalents), including federal, foreign, state, or local, franchise, excise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period including taxes reimbursed to IP pursuant to the Tax Matters Agreement;

(2) Consolidated Interest Expense and, to the extent not reflected in such Consolidated Interest Expense, any net losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk (or minus any net gains thereon to the extent included in calculating such Consolidated Net Income for such period), amortization or write-off of debt discount and debt issuance costs and commissions, premiums, discounts and other fees and charges associated with Indebtedness (including Consolidated Interest Expense of, and purchase discount fees in respect of, any Receivables Financing incurred by such Person and its Restricted Subsidiaries for that period);

(3) depreciation and amortization expense and impairment charges (including deferred financing fees, capitalized software expenditures, intangibles (including goodwill), organization costs and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits);

(4) any extraordinary, unusual or non-recurring expenses or losses (including fees, expenses and charges (and amortization thereof) associated with the Amendment No. 3 Transactions), losses on sales of accounts receivable pursuant to a Receivables Financing, and restructuring and integration costs (whether or not classified as restructuring costs, charges or expenses on the consolidated financial statements of such Person) or reserves, including any severance costs, costs associated with office and facility openings, closings and consolidations, relocation costs and other non-recurring business optimization expenses;

(5) any other non-cash charges, expenses or losses (except to the extent such charges, expenses or losses represent an accrual of or reserve for cash expenses in any future period or an amortization of a prepaid cash expense paid in a prior period);

(6) transaction costs, fees, losses and expenses (in each case whether or not any transaction is actually consummated) (including any other transactions in connection therewith and any reorganization expenses, those relating to the transactions contemplated hereby, and those payable in connection with the sale of Equity Interests, the incurrence of Indebtedness permitted by Section 7.02, transactions permitted by Section 7.04, Asset Sales permitted by Section 7.05 or any Investment permitted by Section 7.06);

(7) the amount of cost savings and other operating improvements and synergies projected by such Person in good faith to be realized as a result of any acquisition or Asset Sale (including the termination or discontinuance of activities constituting such business) of business entities or properties or assets, constituting a division or line of business of any business entity, division or line of business that is the subject of any such acquisition or Asset Sale, or from any operational change taken or committed to be taken during such period (in each case calculated on a Pro Forma Basis as though such cost savings and other operating improvements and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions to the extent already included in the Consolidated Net Income for such period; provided that such cost savings, operating improvements and synergies are reasonably anticipated to result from any action taken or expected to be taken within 18 months following such acquisition, disposition or operational change; provided, further, that the aggregate amount of adjustments in respect of synergies, cost savings and other operating improvements, when aggregated with the aggregate amount of adjustments in respect of pro forma synergies, cost savings and other operating improvements pursuant to the proviso to this definition, shall not exceed 15% of Consolidated EBITDA for such period prior to giving effect to such synergies, cost savings and other operating improvements for such period;

(8) cash expenses relating to earnouts and similar obligations;

(9) to the extent not otherwise included in Consolidated Net Income, proceeds of business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not received so long as such Person in good faith expects to receive the same within one year from the date of the underlying loss (it being understood that (x) to the extent not actually received within such year, such proceeds shall be deducted in calculating Consolidated EBITDA for the applicable period and (y) to the extent received in a subsequent period, such amount shall not be added in calculating Consolidated EBITDA in such subsequent period)); and

(10) any extraordinary, unusual or nonrecurring, exceptional, special or infrequent gain, loss or charge (including fees, expenses and charges (or any amortization thereof) associated with the Amendment No. 3 Transactions (other than for the avoidance of doubt interest incurred on Indebtedness Incurred pursuant to the Amendment No. 3 Transactions) or any acquisition, merger or consolidation, whether or not completed), any severance (which, for the avoidance of doubt, shall include retention, integration or excess pension or other excess charges), relocation, consolidation, closing, integration, facilities opening, business optimization, transition or restructuring costs, charges or expenses (whether or not classified as restructuring costs, charges or expenses on the consolidated financial statements of such Person), any signing, retention or completion bonuses, and any costs associated with curtailments or modifications to pension and post-retirement employee benefit plans,

(11) the amount of any loss attributable to non-controlling interests;

minus, to the extent reflected as income or a gain in the statement of such Consolidated Net Income for such period, the sum of:

(a) any extraordinary, unusual or non-recurring income or gains; and

(b) any other non-cash income or gains (other than the accrual of revenue in the ordinary course), but excluding any such items (i) in respect of which cash was received in a prior period or will be received in a future period or (ii) which represent the reversal in such period of any accrual of, or reserve for, anticipated cash charges in any prior period where such accrual or reserve is no longer required, all as determined on a consolidated basis;

provided that for purposes of calculating Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for any period, (A) the Consolidated EBITDA of any Person or properties constituting a division or line of business of any business entity, division or line of business, in each case, acquired by the Borrower or any of the Restricted Subsidiaries during such period and including any synergies, cost savings and other operating improvements to the extent reasonably anticipated to result from any action taken or expected to be taken within 18 months following such acquisition, disposition or operational change, or of any Subsidiary designated as a Restricted Subsidiary during such period, shall be included on a Pro Forma Basis for such period (but assuming the consummation of such acquisition or such designation, as the case may be, occurred on the first day of such period) (provided that the aggregate amount of adjustments in respect of pro forma synergies, cost savings and other operating improvements, when aggregated with the aggregate amount of adjustments in respect of pro forma synergies, cost savings and other operating improvements pursuant to clause (7) above, shall not exceed 15% of Consolidated EBITDA for such period prior to giving effect to such pro forma synergies, cost savings and other operating improvements for such period) and (B) the Consolidated EBITDA of any Person or properties constituting a division or line of business of any business entity, division or line of business, in each case, disposed of by the Borrower or any of the Restricted Subsidiaries during such period, or of any Subsidiary designated as an Unrestricted Subsidiary during such period, shall be excluded for such period (assuming the consummation of such Asset Sale or such designation, as the case may be, occurred on the first day of such period).

Unless otherwise qualified, all references to “Consolidated EBITDA” in this Agreement shall refer to Consolidated EBITDA of the Borrower.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in each case, of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

“Consolidated Interest Expense” means, of any Person for any period, (a) total cash interest expense (including that attributable to Capitalized Leases) of such Person and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Restricted Subsidiaries, minus (b) the sum of (i) total cash interest income of such Person and its Restricted Subsidiaries for such period (excluding any interest income earned on receivables due from clients), in each case determined in accordance with GAAP plus (ii) any one-time financing fees (to the extent included in such Person’s consolidated interest expense for such period), including, with respect to the Borrower, those paid in connection with the initial issuance or any amendment of any Indebtedness. Unless otherwise qualified, all references to “Consolidated Interest Expense” in this Agreement shall refer to Consolidated Interest Expense of the Borrower.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.

“Consolidated Net Income” means, of any Person for any period, the consolidated net income (or loss) attributable to such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that in calculating Consolidated Net Income of the Borrower and its consolidated Restricted Subsidiaries for any period, there shall be excluded:

(1) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any of its Restricted Subsidiaries,

(2) the income (or loss) of any Person that is not a Restricted Subsidiary (including any income (or loss) from investments recorded in such Person under the equity method of accounting), except to the extent that any such income is actually received by the Borrower or such Restricted Subsidiary in the form of dividends or similar distributions or other payments (which dividends and distributions or other payments shall be included in the calculation of Consolidated Net Income),

(3) solely for purposes of determining the amount available for Restricted Payments under clause (1) of the definition of “Cumulative Available Amount,” any income (but not loss) of any Restricted Subsidiary (other than the Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Borrower or a Guarantor by operation of the terms of such Restricted Subsidiary’s articles, charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than restrictions that have been waived or otherwise released), except that the Borrower’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed (or to the extent converted, or having the ability to be converted, into cash or Cash Equivalents) (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause),

(4) any income (loss) for such period attributable to the early extinguishment of Indebtedness or Swap Contracts,

(5) (x) any gain or loss realized upon the sale, abandonment or other disposition of any asset of the Borrower or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business (as determined by the Borrower in good faith) and (y) any gain or loss realized upon the disposal, abandonment or discontinuation of operations of the Borrower or any Restricted Subsidiary (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of),

(6) any extraordinary gain or loss for the Borrower and its Restricted Subsidiaries for such period,

(7) the cumulative effect of a change in accounting principles,

(8) any unrealized gains or losses in respect of Swap Contracts,

(9) any unrealized foreign currency transaction gains or losses, including in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person,

(10) (i) any non-cash compensation charge arising from any grant of limited liability company interests, stock, stock options or other equity based awards and (ii) expenses related to non-cash compensation related expenses,

(11) to the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary,

(12) any non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase or recapitalization accounting adjustments), non-cash charges for deferred tax valuation allowances and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP,

(13) to the extent covered by insurance and actually reimbursed (or the Borrower has determined that there exists reasonable evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365-day period)), any expenses, charges or losses with respect to liability or casualty events,

(14) charges, losses, lost profits, expenses or write-offs to the extent indemnified or insured by a third party, including expenses covered by indemnification provisions in any agreement in connection with any acquisition permitted by Section 7.06, to the extent actually reimbursed (or the Borrower has determined that there exists reasonable evidence that such amount will be indemnified or reimbursed by the insurer or applicable third party and such amount is not denied by the applicable insurer or third party in writing within 180 days and is indemnified or reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so indemnified or reimbursed within such 365-day period)), and

(15) the tax impact, if applicable, of the exclusion of any item pursuant to the foregoing clauses (1) through (14).

Unless otherwise qualified, all references to “Consolidated Net Income” in this Agreement shall refer to Consolidated Net Income of the Borrower.

“Consolidated Senior Secured Indebtedness” means, at any time, without duplication, the aggregate principal amount of all Consolidated Total Indebtedness and any Ratio Tested Committed Amount that, in each case, is either (x) except for purposes of calculating the amount of Indebtedness that can be issued pursuant to the Incremental Ratio Amount, secured by a Lien (other than Liens consisting of property or assets held in defeasance or deposited in trust for redemption, repayment, retirement, satisfaction, discharge or defeasance or similar arrangement for the benefit of the indebtedness secured thereby) as of such date or (y) solely for purposes of calculating the amount of Indebtedness that can be Incurred pursuant to the Incremental Ratio Amount as of such date, Incurred pursuant to the Incremental Ratio Amount.

“Consolidated Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Senior Secured Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period; provided that, for purposes of the foregoing calculation, in the event that the Borrower shall classify Indebtedness that is secured by Liens on property or assets of the Borrower and its Restricted Subsidiaries Incurred on the date of determination as Incurred (A) in part as Ratio Debt and/or pursuant to the Incremental Ratio Amount and (B) in part pursuant to one or more other clauses of Sections 7.01 and 7.02 that do not require compliance with a financial ratio or test (including the Consolidated Senior Secured Leverage Ratio) (as provided in Section 7.02(c)(x)), any calculation of Consolidated Senior Secured Indebtedness pursuant to this definition on such date (but not in respect of any future calculation following such date) shall not include any such Indebtedness (and shall not give effect to any repayment, repurchase, redemption, satisfaction and discharge, defeasance or other acquisition, retirement or discharge of Consolidated Senior Secured Indebtedness from the proceeds thereof) to the extent Incurred pursuant to any such other clause specified in clause (B) above.

“Consolidated Tax Payments” has the meaning specified in Section 7.08(c)(xv).

“Consolidated Total Indebtedness” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of indebtedness resulting from the application of purchase accounting in connection with any acquisition or similar Investment), consisting of Indebtedness for borrowed money, obligations in respect of all drawn and unreimbursed letters of credit, Capitalized Leases, purchase money Indebtedness and debt obligations evidenced by promissory notes or similar instruments and any Ratio Tested Committed Amount.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation; or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Covenant Adjustment Date” means the earliest of: (i) the date on which (x) a court of competent jurisdiction has issued a final, non-appealable determination with respect to the Specified Disclosed Litigation (including as a result of a decision by the Borrower or any of its Subsidiaries not to pursue an available appeal) and (y) any taxes, interest, penalties and governmental court charges (including any judgment in respect of such amounts) payable by the Borrower or any of its Subsidiaries (the “Specified Disclosed Litigation Payable Amount”) as a result of such determination have been satisfied in full; (ii) the date on which Governmental Authorities in Brazil irrevocably abandon and relinquish, or otherwise irrevocably cease to pursue, the Specified Disclosed Litigation; and (iii) the date on which (x) the Borrower or any of its Subsidiaries has settled the Specified Disclosed Litigation (including by becoming party to an applicable amnesty program) and (y) any amounts payable by the Borrower or any of its Subsidiaries (the “Specified Disclosed Litigation Settlement Amount”) pursuant to the settlement agreement have been satisfied in full; provided that, in the case of clauses (i) and (iii), (A) IP has satisfied in full its obligation to reimburse/indemnify the Borrower in accordance with the provisions of the Tax Matters Agreement and (B) any Liens placed on the assets of the Borrower or any of its Restricted Subsidiaries by the Governmental Authorities in Brazil relating to the Specified Disclosed Litigation have been released.

“Credit Extension” means each of the following: (a) a Borrowing; and (b) an L/C Credit Extension.

“Credit Extension Amendment” means (i) any Permitted Refinancing Amendment and (ii) an amendment to this Agreement (which may, at the option of the Administrative Agent and the Borrower, be in the form of an amendment or an amendment and restatement of this Agreement) providing for any Incremental Term Loans (or extended Incremental Term Loans), Extended Term A Loans, Incremental Increases or Extended Revolving Commitments, which shall be consistent with the applicable provisions of this Agreement (including the definition of “Class”) relating to Incremental Term Loans (or extended Incremental Term Loans), Permitted Refinancing Term Loans, Extended Term A Loans, Incremental Increases or Extended Revolving Commitments, as applicable, and otherwise reasonably satisfactory to the Administrative Agent and the Borrower. Each Credit Extension Amendment shall be executed by the Administrative Agent, the Swing Line Lender (to the extent Section 10.01 would require the consent of the Swing Line Lender for any amendment effected in such Credit Extension Amendment), each L/C Issuer (to the extent Section 10.01 would require the consent of such L/C Issuer for any amendment effected in such Credit Extension Amendment), the Loan Parties and the other parties specified in the applicable Section of this Agreement (but not any other Lender not specified in the applicable Section of this Agreement), but shall not effect any amendments that would require the consent of each affected Lender or all Lenders

pursuant to Section 10.01 unless such consents have been obtained. Any Credit Extension Amendment may include conditions for delivery of opinions of counsel and other documentation consistent with the conditions in Section 4.02 and certificates confirming satisfaction of conditions consistent with Section 4.01 of this Agreement (as in effect on the Signing Date), all to the extent reasonably requested by the Administrative Agent or the other parties to such Credit Extension Amendment.

“Cumulative Available Amount” means, as of any date of determination, an amount (which shall not be less than zero) equal to the sum (without duplication) of:

(1) (x) $250,000,000 plus (y) 50.0% of the Consolidated Net Income of the Borrower for the period (taken as one accounting period) beginning on the first day of the fiscal quarter in which the Amendment No. 3 Effective Date occurs to the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available at the time of determination, or, in the case that such Consolidated Net Income for such period is a deficit, minus 100.0% of such deficit, plus

(2) 100.0% of the aggregate net cash proceeds, including cash and the Fair Market Value of assets (other than cash), received by the Borrower after the Amendment No. 3 Effective Date from the issue or sale of Qualified Equity Interests of the Borrower, including such Qualified Equity Interests issued upon exercise of warrants or options, plus

(3) 100.0% of the aggregate amount of contributions to the capital (other than Disqualified Stock) of the Borrower received in cash and the Fair Market Value of assets (other than cash) after the Amendment No. 3 Effective Date, plus

(4) the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock, in each case, of the Borrower or any Restricted Subsidiary (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or any Restricted Subsidiary) issued after the Amendment No. 3 Effective Date that, in each case, has been converted into or exchanged for Qualified Equity Interests in the Borrower, plus

(5) 100.0% of the aggregate amount received by the Borrower or any Restricted Subsidiary in cash and the Fair Market Value of assets (other than cash) received by the Borrower or any Restricted Subsidiary from:

(a) the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of Restricted Investments made after the Amendment No. 3 Effective Date by the Borrower and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Borrower and its Restricted Subsidiaries by any Person (other than the Borrower or any of its Restricted Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than to the extent the Restricted Investment was made pursuant to Section 7.06(b)(vi)), or

(b) the sale (other than to the Borrower or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or any Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary (other than an Unrestricted Subsidiary the primary assets of which are cash and/or Cash Equivalents) after the Amendment No. 3 Effective Date, plus

(6) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, in each case after the Amendment No. 3 Effective Date, the Fair Market Value of the Investment of the Borrower in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to Section 7.06(b)(vi) or constituted a Permitted Investment.

“Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, judicial reorganization (recuperação judicial) or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to an Alternative Currency Term Rate Loan or a Term SOFR Loan, as applicable, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Xxxxxx’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a

Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuers, the Swing Line Lender and each other Lender promptly following such determination.

“Designated Jurisdiction” means any country or territory that is, or whose government is, the subject of any Sanction broadly prohibiting exports to, imports from or dealings with such government, country or territory or persons located or resident in such country or territory.

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation.

“Disclosed Litigation” means litigation disclosed in the Form 10 and any other litigation disclosed on Schedule 5.06.

“Disinterested Directors” means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Borrower having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Equity Interests of the Borrower or any options, warrants or other rights in respect of such Equity Interests.

“disposition” or “dispose” has the meaning specified in the definition of “Asset Sale.”

“Disqualified Lender” means, on any date, (a) any Person that is a Competitor of the Borrower or any of its Subsidiaries, which Person has been designated by the Borrower as a “Disqualified Lender” by written notice to the Administrative Agent (specifying such Person by legal name) not less than 2 Business Days prior to such date, and (b) any Affiliates of any such entities identified under clause (a) of this definition that are either (i) clearly identifiable as Affiliates on the basis of such Affiliate’s legal name or (ii) identified in writing by legal name in a written notice to the Administrative Agent and the Lenders not less than 2 Business Days prior to such date; provided that “Disqualified Lenders” shall exclude (x) any Person that the Borrower has designated as no longer being a “Disqualified Lender” by written notice delivered to the Administrative Agent and the Lenders from time to time and (y) any bona fide debt fund or investment vehicle of any Competitor that is engaged in making, purchasing, holding or otherwise investing in commercial loans, fixed-income instruments, bonds and similar extensions of credit in the ordinary course of business with separate fiduciary duties to investors in such fund or vehicle.

“Disqualified Stock” means, with respect to any Person, any Equity Interest that by its terms, or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable, or upon the happening of any event:

(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable for Indebtedness or Disqualified Stock, excluding Equity Interests convertible or exchangeable solely at the option of the Borrower or a Restricted Subsidiary; provided that any such conversion or exchange shall be deemed an incurrence of Indebtedness or Disqualified Stock, as applicable; or

in the case of each of the foregoing clauses (a), (b) and (c), on or prior to the date that is 91 days after the latest Maturity Date then in effect (as of the date of the issuance, grant, sale, distribution or other provision of such Equity Interests to holders thereof); provided that any Equity Interest that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Equity Interest upon the occurrence of an “asset sale” or “change of control” occurring prior to the date that is 91 days after the latest Maturity Date (as of the date of the issuance, grant, sale, distribution or other provision of such Equity Interests to holders thereof), shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Equity Interests are not more favorable to the holders of such Equity Interests than the provisions of Section 7.05 or Section 8.01(k) to the Lenders; provided that only the portion of Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable prior to such date shall be deemed to be Disqualified Stock. Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or to any plan for the benefit of employees of the Borrower or any of its Restricted Subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employees’ termination, death or disability and (ii) any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests (other than Disqualified Stock) shall not be deemed to be Disqualified Stock.

“Documentation Agents” means each of SMBC, BNP Paribas, First Horizon Bank, Pinnacle Bank and Fifth Third Bank, National Association.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, at any time: (a) with respect to any amount denominated in Dollars, such amount; (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be, by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate for the purchase of Dollars with such Alternative Currency at approximately 11:00 a.m. on the date that is two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that if no such rate is available, the “Dollar Equivalent” shall be determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be, using any reasonable method of determination (and such determination shall be conclusive absent manifest error); and (c) if such amount is denominated in any other currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be, using any reasonable method of determination (and such determination shall be conclusive absent manifest error).

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, a State thereof or the District of Columbia.

“DQ List” has the meaning specified in Section 10.06(g)(iv).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Copy” has the meaning specified in Section 10.17.

“Electronic Record” has the meaning assigned to such term by 15 U.S.C. § 7006, as it may be amended from time to time.

“Electronic Signature” has the meaning assigned to such term by 15 U.S.C. § 7006, as it may be amended from time to time.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)). For the avoidance of doubt, any Disqualified Lender is subject to Section 10.06(g).

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetland, flora and fauna.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws (including the common law), regulations, ordinances, rules, judgments, orders, decrees, permits, agreements or governmental restrictions relating to pollution or the protection of the Environment or human health (to the extent related to exposure to Hazardous Materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization from a governmental agency required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided that, for all purposes other than Section 7.06 and the definition of “Restricted Payments”, Equity Interests shall exclude (in each case prior to conversion or settlement into Equity Interests) debt securities convertible into Equity Interests (irrespective of whether required to be settled in or converted into Equity Interests or cash) prior to such conversion.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Section 430 or 432 of the Code or Section 303 or 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“EURIBOR” has the meaning specified in the definition of “Alternative Currency Term Rate”.

“Euro” and “€” mean the single currency of the Participating Member States.

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Assets” means the following with respect to assets of Loan Parties organized in a jurisdiction in the United States: (i) (A) any fee-owned real property with a Fair Market Value less of less than $10,000,000 (unless a security interest in such real property can be perfected by a general filing or without additional perfection steps), (B) any fee-owned real property located in the State of New York as of the Initial Funding Date and, with respect to any fee-owned real property located in the State of New York acquired after the Initial Funding Date, so long as the recording of a mortgage thereon would require a mortgage recording tax in excess of $2,000,000 (in each case, unless a security interest in such real property can be perfected by a general filing or without additional perfection steps) and (C) any leasehold

interests in real property (unless a security interest in such leasehold interest can be perfected by a general filing or without additional perfection steps); (ii) assets of a Loan Party the pledge of or security interest in which is prohibited by any law, rule or regulation applicable to such Loan Party; (iii) Equity Interests in any Person that is not a Subsidiary to the extent that a Lien thereon is prohibited by or requires the consent (other than of a Loan Party or any of their Affiliates) under the Organization Documents or joint venture documents of such Person and such consent has not been obtained (with no obligation to seek any such consent); (iv) solely to the extent the pledge of any greater percentage would result in material adverse tax consequences to the Borrower, any voting Equity Interests constituting more than 65% of the voting Equity Interests in any first-tier subsidiary of any Loan Party that is (A) a CFC that is not organized in an Approved Jurisdiction or (B) a Foreign Holding Company; (v) any of the Equity Interests of Subsidiaries that are held by any (A) CFC that is not organized in an Approved Jurisdiction or (B) Foreign Holding Company; (vi) assets to the extent a security interest in such assets would result in material adverse tax consequences or material adverse regulatory consequences to the Borrower and its Restricted Subsidiaries (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction), in each case as reasonably determined by the Borrower, other than an adverse tax consequence under Section 956 of the Code attributable to assets of a Loan Party organized in an Approved Jurisdiction; (vii) any lease, license, contract, or other agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license, contract or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or any Subsidiary thereof); (viii) any Equity Interests in a public company to the extent the grant thereof, after giving effect to applicable safe harbors and other exceptions, would violate applicable U.S. margin regulations; (ix) any accounts used solely as (A) payroll accounts, (B) employee wage and benefit accounts, (C) withholding tax accounts, (D) escrow accounts, or fiduciary or trust accounts maintained solely for the benefit of a Person that is not a Loan Party and (E) accounts into which are deposited solely collections or proceeds of Receivables Assets subject to a Receivables Financing permitted under this Agreement that does not permit any other Liens on such account; (x) those assets as to which the Administrative Agent and the Borrower reasonably agree in writing that the costs of obtaining, perfecting or maintaining a security interest in such assets exceeds the Fair Market Value thereof (which Fair Market Value shall be determined by the Borrower in its reasonable judgment) or the practical benefit to the Lenders afforded thereby; (xi) motor vehicles and other assets to the extent perfection must be obtained through notation on a certificate of title (other than to the extent a security interest therein can be perfected by filing a UCC-1 or similar filings under applicable law, or without additional perfection steps), letter of credit rights (other than to the extent a security interest therein can be perfected by filing a UCC-1 or similar filings under applicable law, or without additional perfection steps) and commercial tort claims other than Material Commercial Tort Claims; (xii) any cash collateral provided to third parties (including sureties) in the ordinary course of business to the extent the agreements governing such Permitted Lien do not permit any other Liens thereon; (xiii) any intent-to-use trademark application filed in the United States Patent and Trademark Office, unless and until acceptable evidence of use of the trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such trademark application prior to such filing would adversely affect the enforceability or validity of such trademark application; (xiv) any property and assets the pledge of which would violate applicable Law or any contract binding on such property or asset at the time of acquisition thereof and not entered into in contemplation of such acquisition, or require any contractual third party consent thereunder or governmental consent, approval, license or authorization; (xv) [reserved]; (xvi) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby; (xvii) any Equity Interests in any Subsidiary that is a not for profit entity so long as such Subsidiary continues to be a not for profit entity; and (xviii) any Receivables Assets that are sold or factored pursuant to a Receivables Financing or a Factoring Transaction, in each case permitted by this Agreement; and (xix)(A) the CoBank

Equities securing the Secured Farm Credit Agreement Obligations, and (B) the FCMA Equities securing the Secured Farm Credit Agreement Obligations; provided that the exceptions in clauses (ii), (iii), (vii), (xiv) and (xvi) above shall apply only to the extent, and for so long as, such prohibition, requirement or restriction described therein is effective after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction and other applicable law and shall not apply to proceeds and receivables of the assets subject to the prohibition, requirement or restriction described in such clauses (unless otherwise excluded under any other clause of this definition).

“Excluded Perfection Actions” has the meaning specified in the proviso to the definition of “Collateral and Guarantee Requirement.”

“Excluded Subsidiary” means (a) any Foreign Holding Company, (b) any Subsidiary that is not a direct or indirect Wholly-Owned Subsidiary of the Borrower, (c) any Immaterial Subsidiary, (d) any CFC (other than a CFC that is organized in an Approved Jurisdiction), and any Subsidiary that is a direct or indirect Subsidiary of a CFC (other than a CFC that is organized in an Approved Jurisdiction), (e) any Subsidiary that is prohibited by applicable Law or contract (with respect to any such contractual restriction, only to the extent existing on the Initial Funding Date or the date on which the applicable Person is acquired (and not created in contemplation of such acquisition)) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee (unless such consent, approval, license or authorization has been received), (f) any bankruptcy remote special purpose receivables entity or captive insurance company designated by the Borrower and permitted hereunder, (g) each Unrestricted Subsidiary, (h) any Subsidiary that is a not-for-profit entity so long as such Subsidiary continues to be a not-for-profit entity, (i) any Foreign Subsidiary that is formed or acquired after the Signing Date that is not required to provide a Guaranty as contemplated by the Agreed Guarantee and Security Principles and (j) any other Subsidiary in circumstances where the Borrower and the Administrative Agent reasonably agree that the cost or burden of providing a Guaranty outweighs the benefit afforded thereby; provided that in no event shall any Subsidiary that (but only for so long as it) guarantees (or is a borrower or issuer in respect of) the 2021 Notes, the Secured Farm Credit Agreement Obligations, or any other Material Indebtedness of any Loan Party be an Excluded Subsidiary (it being understood, that if a Subsidiary referred to in this proviso is organized in a jurisdiction that is not an Approved Jurisdiction, solely with respect to such Subsidiary for purposes of the definitions of “Excluded Assets,” “Excluded Subsidiary” and “Foreign Holding Company” the jurisdiction of organization of such Subsidiary shall be treated as an Approved Jurisdiction).

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to Recipient or required to be withheld or deducted from payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the applicable Commitment or, to the extent a Lender acquires an interest in a Loan not funded pursuant to a prior Commitment, acquires such interest in such Loan (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) or 3.01(g), (d) any Taxes imposed pursuant to FATCA and (e) any amount of Tax to be withheld in Luxembourg under the law of 23 December 2005, as amended, introducing a withholding tax on interest payments made by a Luxembourg paying agent to individual beneficial owners resident in Luxembourg.

“Existing Bilateral Letters of Credit” means the Existing BNP Bilateral Letter of Credit and the SMBC Bilateral Letters of Credit.

“Existing BNP Bilateral Letter of Credit” means that certain GARANTIE AUTONOME A PREMIERE XX-XXXXX N˚ 306386/21, dated March 2, 2021 issued by BNP Paribas naming SVD 87 as beneficiary, as the same may be amended, modified, restated or supplemented from time to time; provided that the aggregate face amount shall not exceed €50,000,000 at any time (including after giving effect to any automatic increases).

“Extended Revolving Commitment” has the meaning specified in Section 10.01.

“Extended Term A Loans” has the meaning specified in Section 10.01.

“Extraordinary Receipt” means any settlement of or payment in respect of any property or casualty insurance claim (excluding any claim in respect of business interruption) or any taking or condemnation proceeding relating to any asset of the Borrower or any Restricted Subsidiary, excluding any proceeds received by any Person in respect of any third-party claim against such person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto in each case in excess of $2,500,000.

“Facility” means the Term A Facility or the Revolving Credit Facility, as the context may require, and includes any additional Class of Loans or Commitments established by a Credit Extension Amendment.

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than (i) contingent indemnification obligations that are not yet due, (ii) Secured Bilateral L/C Obligations, and (iii) Obligations under Secured Cash Management Agreements and Secured Hedge Agreements), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto reasonably satisfactory to the Administrative Agent (to the extent the Administrative Agent is a party to such arrangements) and the applicable L/C Issuers shall have been made).

“Factoring Transaction” means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

“Fair Market Value” means, with respect to any asset or property on any date of determination, the value of the consideration obtainable in a sale of such asset or property in an arm’s-length transaction between a willing seller and a willing buyer (as determined in good faith by the Borrower, whose determination will be conclusive for all purposes under this Agreement).

“Farm Credit Agreement” means that certain Credit Agreement, dated as of the Amendment No. 3 Effective Date, among the Borrower, as borrower, the Farm Credit Agreement Lenders, and the Farm Credit Agreement Agent.

“Farm Credit Agreement Agent” means CoBank, in its capacity as administrative agent for the lenders under the Farm Credit Agreement, or any successor administrative agent under the Farm Credit Agreement.

“Farm Credit Agreement Documents” means the “Loan Documents” (as defined in the Farm Credit Agreement), and shall, for the avoidance of doubt, include the Farm Credit Agreement.

“Farm Credit Agreement Lenders” means the “Lenders” (as defined in the Farm Credit Agreement) from time to time party to the Farm Credit Agreement.

“Farm Credit Agreement Term Loan” means any “Term Loan” (as defined in the Farm Credit Agreement), in each case incurred by the Borrower, as borrower, under the Farm Credit Agreement pursuant to the Farm Credit Agreement.

“Farm Credit Lender” means a federally-chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971, as the same may be amended or supplemented from time to time.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“FCMA” means Farm Credit Mid-America, PCA.

“FCMA Equities” means the Borrower’s cash patronage, stock and other equities in FCMA acquired with respect to its patronage loans from FCMA (or its affiliate) in connection with the Farm Credit Agreement Documents (including proceeds of such equities).

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Letters” means, collectively, (i) the fee letter, dated July 15, 2021, among BofA Securities, Bank of America, and IP, (ii) the engagement letter, dated June 14, 2024 between the Borrower and BofA Securities, (iii) each fee letter related to this Agreement or one or more Facilities hereunder between the Borrower and an Arranger (and/or any Affiliate thereof) and (iv) each separate written agreement between the Borrower and the applicable party described in Section 2.03(j).

“Financial Covenant Cross Default” has the meaning specified in Section 8.01(e).

“Financial Covenant Event of Default” means a Financial Covenant Specified Covenant Event of Default or a Financial Covenant Cross Default.

“Financial Covenant Specified Covenant Event of Default” has the meaning specified in Section 8.01(b).

“Financial Covenant Facilities” means, collectively, the Revolving Credit Facility and the Term A Facility and any other facility hereunder designated as such pursuant to a Credit Extension Amendment (including any Specified Incremental Term B Loans).

“Financial Covenants” means the covenants set forth in Section 7.11, as such Section is in effect from time to time.

“Financial Letter of Credit” means a standby letter of credit supporting indebtedness owing to third parties and qualifying as a “financial standby letter of credit” as defined in 12 C.F.R. Part 3, Appendix A (Risk-Based Capital Guidelines), Section 4 or any successor regulation.

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Foreign Holding Company” means any Subsidiary that has no material assets other than Equity Interests (or Equity Interests and debt) of one or more Foreign Subsidiaries that are CFCs (other than Foreign Subsidiaries organized in an Approved Jurisdiction).

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Obligor” means a Loan Party that is a Foreign Subsidiary.

“Foreign Plan” means any pension plan, benefit plan, fund (including any superannuation fund) or other similar program established, maintained or contributed to by the Borrower or any Subsidiary for the benefit of employees of the Borrower or any Subsidiary employed and residing outside the United States (other than any plans, funds or other similar programs that are maintained exclusively by a Governmental Authority), which plan, fund or other similar program provides, or results in, retirement income or a deferral of income in contemplation of retirement, and which plan is not subject to ERISA.

“Foreign Plan Event” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable Law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable Law, on or before the due date for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of any liability by the Borrower or any Subsidiary under applicable Law on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable Law and that could reasonably be expected to result in the incurrence of any liability by the Borrower or any Subsidiary, or the imposition on the Borrower or any Subsidiary of any fine, excise tax or penalty resulting from any noncompliance with any applicable Law.

“Foreign Security Documents” means the documentation set forth on Schedule 1.01(d) and the other security agreement, pledge agreement, document or instrument that creates or purports to create a Lien favor of the Administrative Agent for the benefit of the Secured Parties or, if applicable, the Secured Parties, with respect to the assets of a Foreign Obligor or Equity Interests issued by a Foreign Subsidiary.

“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia.

“Form 10” means the registration statement on Form 10, including the exhibits and the accompanying information statement included therewith, filed by the Borrower with the SEC in connection with the Spin-Off, as most recently amended prior to the Signing Date.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Credit Lender, (a) with respect to the L/C Issuers, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders, as applicable, or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, subject to the provisions of Section 1.03.

“GHG Emissions” means the sum of the Borrower’s and its Subsidiaries’ total (i) scope 1 emissions, (ii) scope 2 emissions and (iii) scope 3 emissions for any calendar year into an enterprise-total, with all measurements, quantifications and reporting of Greenhouse Gas (GHG) Emissions completed in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (Revised Edition) (GHG Protocol).

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien), other than a Lien of the type permitted by clauses (17) and (24) of the definition of “Permitted Liens”. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. The term “Guarantee” shall not include (i) endorsements of instruments for deposit or collection in the ordinary course of business, (ii) any obligation to the extent it is payable only in any Equity Interest (excluding Disqualified Stock) issued by the Borrower and (iii) any Lien on the Equity Interests of a Joint Venture securing Joint Venture Debt.

“Guarantors” means (a) as of the Amendment No. 3 Effective Date, each of the Subsidiaries indicated as a Guarantor on Schedule 5.13(a) and (b) any other Subsidiary that executes a joinder to the Guaranty in accordance with the provisions of this Agreement, and, in each case, their respective successors and assigns, until such Person has been released from the Guaranty in accordance with the provisions of this Agreement.

“Guaranty” means that certain Guaranty Agreement, dated as of the Initial Funding Date, by the Borrower and the Guarantors in favor of the Administrative Agent and the Secured Parties, substantially in the form of Exhibit I, and including as supplemented or joined from time to time by the execution and delivery of supplements and joinders as provided therein or as otherwise reasonably acceptable to the Administrative Agent, and any other document pursuant to which any Person Guarantees any portion of the Obligations.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polyfluoroalkyl and perfluoroalkyl substances, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that either (a) is a party to a Swap Contract permitted under Article VI or VII at the time it (or its Affiliate) becomes a Lender or the Administrative Agent (including on the Initial Funding Date) or (b) at the time it enters into a Swap Contract permitted under Article VI or VII, is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender, in its capacity as a party to such Swap Contract.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Immaterial Subsidiary” means as of any date, any Restricted Subsidiary that, together with its Subsidiaries, (a) has assets having an aggregate book value, as of the end of the most recently ended fiscal year of the Borrower, of less than 5.0% of the consolidated total assets of the Borrower as of such date and (b) accounted for less than 5.0% of the consolidated revenues of the Borrower for the most recently ended fiscal year of the Borrower, in each case, as determined pursuant to the most recently delivered financial statements of the Borrower delivered after the Initial Funding Date pursuant to Section 6.01(a) or (b); provided that (i) Immaterial Subsidiaries, together with their Subsidiaries, taken as a whole, shall (x) have assets having an aggregate book value, as of the end of the most recently ended fiscal year of the Borrower, of less than 10.0% of the consolidated total assets of the Borrower as of such date and (y) account for less than 10.0% of the consolidated revenues of the Borrower for the most recently ended fiscal year of the Borrower, in each case, as determined pursuant to the most recently delivered financial statements of the Borrower delivered after the Initial Funding Date pursuant to Section 6.01(a) or (b) and (ii) solely with respect to any Restricted Subsidiary that has been acquired or created after the Signing Date or the most recently delivered financial statements of the Borrower delivered pursuant to Section 6.01(a) or (b), the assets and revenue determinations set forth above (including for purposes of the aggregate test) shall be made by the Borrower based on information concerning such Restricted Subsidiary that is reasonably available to the Borrower at the date of determination and subsequent to the Signing Date or the most recently delivered financial statements of the Borrower delivered pursuant to Section 6.01(a) or (b). On the Amendment No. 3 Effective Date, each Restricted Subsidiary that is an Immaterial Subsidiary is indicated as such on Schedule 5.13(a); and from and after the first date after the Amendment No. 3 Effective Date on which a Compliance Certificate has been delivered pursuant to Section 6.02(a) (and subject to clause (ii) of the immediately preceding proviso), as of any date of determination, whether any Restricted Subsidiary is an Immaterial Subsidiary shall be determined based on whether such Restricted Subsidiary is identified as a Restricted Subsidiary that does not constitute an Immaterial Subsidiary in the Compliance Certificate most recently delivered on or prior to such date.

“Improvements” has the meaning specified in the definition of “Permitted Liens.”

“Increase Effective Date” has the meaning specified in Section 2.14(c).

“Incremental Available Amount” means the sum of (a) the Incremental Fixed Amount plus (b) the Incremental Ratio Amount; provided, that (i) the Borrower may select utilization under clause (a) or (b) above in its sole discretion, (ii) Indebtedness under any Incremental Increase or Incremental Equivalent Debt may be incurred simultaneously under clause (a) or (b) above, and proceeds from any such incurrence may be utilized in a single transaction by, unless the Borrower elects otherwise, first calculating the incurrence under clause (b) above and then calculating the incurrence under clause (a) and (iii) in the event that the Borrower incurs Indebtedness under clause (a) above and, subsequent to such incurrence, all or any portion of such Indebtedness would be permitted to be incurred under clause (b) above, such Indebtedness shall automatically be reclassified as having been incurred under clause (b) above and the Borrower’s availability under clause (a) shall be deemed restored to the extent of such reclassification; provided that borrowings under the Revolving Credit Facility or any other revolving credit facility shall not be excluded in such calculation.

“Incremental Equivalent Debt” means Indebtedness of the Borrower in an amount not to exceed the then available Incremental Available Amount consisting of the issuance of one or more series of notes (whether issued in a public offering, Rule 144A or other private placement or purchase or otherwise) or loans or any bridge financing in lieu of the foregoing; provided that any such Indebtedness shall (a) not be guaranteed by any Person which is not a Loan Party or be secured by any assets not constituting Collateral, (b) rank pari passu in right of payment with, or subordinated in right of payment to, the Loans and any other Incremental Increases and Incremental Equivalent Debt, (c) be unsecured or be secured on a subordinated basis to, or (solely in the case of notes or bridge financing) on a pari passu basis with, the Loans and any other Incremental Increases and Incremental Equivalent Debt, (d) in the case of secured Indebtedness, be subject to a customary intercreditor agreement reasonably satisfactory to the Administrative Agent, and (e) be subject to the applicable terms and conditions set forth in Section 2.14(a)(iv), (v) and (vi) and Section 2.14(d)(i)(B) and (C) with respect to an Incremental Term Loan.

“Incremental Fixed Amount” means the sum of:

(a) an amount equal to the greater of (i) 50% of Consolidated EBITDA for the Measurement Period most recently ended, calculated on a pro forma basis, and (ii) $250,000,000; plus

(b) an amount equal to (i) all voluntary prepayments redemptions, defeasement, purchases or reductions of Term Loans, Incremental Term Loans, Incremental Equivalent Debt and all other Indebtedness (other than Indebtedness consisting of revolving credit facilities) secured by Liens on the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the Obligations, in each case including purchases of any Indebtedness by the Borrower or any of its Restricted Subsidiaries at or below par, in which case the amount of voluntary prepayments of such Indebtedness shall be deemed not to exceed the actual purchase price of such Indebtedness below par and (ii) all permanent commitment reductions in respect of the Revolving Credit Facility and all other Indebtedness consisting of revolving credit commitments secured by Liens on the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the Obligations and other than, in each case under clauses (i) and (ii), from prepayments funded with proceeds of long-term Indebtedness (other than the Revolving Credit Facility); minus

“Incremental Increases” has the meaning specified in Section 2.14(a).

“Incremental Ratio Amount” means an unlimited amount such that, after giving Pro Forma Effect to such Incurrence (including the use of proceeds thereof) and any related transactions (or, at the Borrower’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving Pro Forma Effect to the Incurrence of the entire committed amount of such Indebtedness and any related transactions (such committed amount, a “Ratio Tested Committed Amount”), in which case such Ratio Tested Committed Amount may thereafter be borrowed, in whole or in part, from time to time, without further compliance with this clause) (and assuming that the full amount of the commitments in respect of the applicable Incremental Increase is fully drawn but excluding any Incremental Increase simultaneously incurred under the Incremental Fixed Amount), the Consolidated Senior Secured Leverage Ratio, calculated on a pro forma basis as of the last day of the Measurement Period most recently ended, does not exceed 2.20 to 1.00.

“Incremental Term A Loans” has the meaning specified in Section 2.14(a).

“Incremental Term B Loans” has the meaning specified in Section 2.14(a).

“Incremental Term Loan Increase” has the meaning specified in Section 2.14(a).

“Incremental Term Loans” has the meaning specified in Section 2.14(a).

“Incur” means, with respect to any Indebtedness, Equity Interest or Lien, to issue, assume, enter into any guarantee of, incur or otherwise become liable, for such Indebtedness, Equity Interest or Lien, as applicable; and the terms “Incurs,” “Incurred,” and “Incurrence” shall have a correlative meaning; provided that any Indebtedness, Equity Interest or Lien of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(1) the principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments, (c) in respect of letters of credit or similar instruments (or, without duplication, reimbursement agreements in respect thereof), (d) representing the deferred and unpaid purchase price of any property (including Capitalized Leases), except (i) any such balance that constitutes a trade payable, accrued expense or similar obligation to a trade creditor, in each case Incurred in the ordinary course of business and (ii) any earnout obligation until and unless the payment of which has been determined by such Person in good faith to be probable (in the amount so determined), (e) obligations under or in respect of Receivables Financings, (f) all obligations attributable to Synthetic Lease Obligations related to tangible property;

(2) to the extent not otherwise included, any guarantee by such Person of the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business);

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person;

(4) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);

provided, however, that such amount shall only apply for each of clauses (1)(a), (1)(b), (1)(d) and (1)(f) above, if and to the extent any of the foregoing Indebtedness would appear as a liability on an unconsolidated balance sheet of such Person prepared in accordance with GAAP (but excluding contingent liabilities which appear only in a footnote to a balance sheet). For the avoidance of doubt, and without limitation of the foregoing, (x) the term “Indebtedness” shall not include any letter of credit that secured performance, bonds that secure performance, surety bonds or similar instruments that are issued in the ordinary course of business, (y) neither the obligations of the Borrower under any Permitted Warrant Transaction nor the obligations of the Borrower under any Permitted Bond Hedge Transaction shall constitute Indebtedness and (z) Permitted Convertible Indebtedness shall at all times prior to the repurchase, conversion or payment thereof be valued at the full stated principal amount thereof and shall not include any reduction or appreciation in value of the shares and/or cash deliverable upon conversion thereof.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) above, Other Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of the Borrower, qualified to perform the task for which it has been engaged and is independent with respect to the transaction being considered.

“Individual Contributors” means the number of employees of pay grade 14 and above regardless if they manage people.

“Information” has the meaning specified in Section 10.07.

“Initial Funding Date” means September 29, 2021, being the date on which the conditions precent to the initial funding under this Agreement were satisfied and the initial funding under this Agreement occurred.

“Intellectual Property Security Agreement” has the meaning specified in the U.S. Security and Pledge Agreement.

“Interest Payment Date” means, (a) as to any Alternative Currency Term Rate Loan or Term SOFR Loan, as applicable, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for an Alternative Currency Term Rate Loan or Term SOFR Loan, as applicable, exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each Alternative Currency Term Rate Loan and each Term SOFR Loan, the period commencing on the date such Alternative Currency Term Rate Loan or Term SOFR Loan, as applicable, is disbursed or converted to or continued as an Alternative Currency Term Rate Loan or a Term SOFR Loan, as applicable, and ending on the date one, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice, or such other period that is twelve months or less requested by the Borrower and consented to by all the Appropriate Lenders (in the case of each requested Interest Period, subject to availability for the interest rate applicable to the relevant currency); provided that: (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of an Alternative Currency Term Rate Loan or a Term SOFR Loan, as

applicable, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (ii) any Interest Period pertaining to an Alternative Currency Term Rate Loan or a Term SOFR Loan, as applicable, that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (iii) no Interest Period shall extend beyond the applicable Maturity Date of the Facility under which such Loan was advanced.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment at any time outstanding shall be (i) the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, minus (ii) the amount of dividends or distributions received in connection with such Investment and any return of capital or repayment of principal received in respect of such Investment that, in each case, is received in cash or Cash Equivalents.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Xxxxx’x and BBB- (or the equivalent) by S&P, or an equivalent rating by any other rating agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) securities that have an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Restricted Subsidiaries;

(3) investments in any fund that invests at least 95.0% of its assets in investments of the type described in clauses (1) and (2) above and clause (4) below which fund may also hold immaterial amounts of cash pending investment and/or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

“IP” means International Paper Company, a New York corporation.

“IP Rights” has the meaning specified in Section 5.17.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and the Borrower (or any other Permitted L/C Party) or in favor of such L/C Issuer and relating to such Letter of Credit.

“Joint Venture” means any Person (other than a Subsidiary) in which the Borrower (including ownership through Subsidiaries) owns Equity Interests representing 50% or less of the Equity Interests of such Person.

“Joint Venture Debt” means Indebtedness and other obligations of a Joint Venture or of a JV Subsidiary that owns Equity Interests in such Joint Venture, as to which the creditors will not, pursuant to the terms in the agreements governing such Indebtedness or other obligations, have any recourse to the Equity Interests in or assets of the Borrower or any Restricted Subsidiary, other than the assets of such JV Subsidiary related to such Joint Venture, and the assets of and Equity Interests in, such Joint Venture; provided that, except for Performance Contingent Obligations, neither the Borrower nor any Restricted Subsidiary (other than such JV Subsidiary) (a) provides any direct or indirect credit support, including any undertaking, agreement or instrument that would constitute Indebtedness or (b) is otherwise directly or indirectly liable for such Indebtedness.

“JV Subsidiary” means each Restricted Subsidiary (a) that directly holds an Equity Interest in any Joint Venture and (b) that has no other material assets.

“Judgment Currency” has the meaning specified in Section 10.20.

“KPI Metric” means each of the GHG Emissions, the Water Use Intensity and the Management and Leadership Positions Held By Women.

“KPI Metrics Report” means an annual report (it being understood that this annual report may take the form of the annual Sustainability Report) that sets forth reasonably detailed calculations for each KPI Metric for the most recently ended calendar year, in each case including whether the relevant Sustainability Performance Target for such KPI Metric has been achieved for such calendar year.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any applicable L/C Borrowing in accordance with its Applicable Revolving Credit Percentage. All L/C Advances shall be denominated in Dollars.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or, to the extent applicable, refinanced as a Revolving Credit Borrowing. All L/C Borrowings shall be denominated in Dollars.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means, with respect to the Revolving Credit Facility, (i) Bank of America, (ii) PNC Bank, National Association, (iii) CoBank, (iv) BNP Paribas, and (v) any other Revolving Credit Lender that becomes an L/C Issuer in accordance with Section 2.03(m) (in each case under clauses (i) through (v) above, for so long as such Person shall have a Letter of Credit Commitment), each in its respective capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder, but excluding any Lender that resigns or is removed as an L/C Issuer pursuant to the terms hereof (except to the extent

such Person has continuing rights and/or obligations with respect to Letters of Credit after such resignation or removal). References to the L/C Issuer herein shall, as the context may indicate (including with respect to any particular Letter of Credit, L/C Credit Extension, L/C Borrowing or L/C Obligations), mean the applicable L/C Issuer, each L/C Issuer, any L/C Issuer, or all L/C Issuers (in each case, together with any branch, office or Affiliate of it or them, as applicable). Each Lender that is an L/C Issuer, by executing this Agreement in its capacity as a Lender, also executes this Agreement as an L/C Issuer, and no separate signature of such L/C Issuer shall be required.

“L/C Obligations” means, as at any date of determination with respect to the applicable Facility, the aggregate amount available to be drawn under all outstanding Letters of Credit under such Facility plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings under such Facility. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“LCT Determination Date” has the meaning set forth in Section 1.03(c)(iii).

“Leadership Roles” means the number of all employees leading people in all pay grades.

“Lender” and “Lenders” each has the meaning specified in the introductory paragraph hereto and, unless the context otherwise requires, includes the Swing Line Lender.

“Lender Party” has the meaning specified in Section 10.17.

“Lender Recipient Party” has the meaning specified in Section 9.13.

“Lender-Related Person” has the meaning specified in Section 10.04(d).

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Xxxxxx’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

“Letter of Credit” means any Commercial Letter of Credit or Financial Letter of Credit. Letters of Credit may be issued in Dollars or in an Alternative Currency.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by an L/C Issuer.

“Letter of Credit Commitment” means, as to any L/C Issuer at any time, the amount set forth on Schedule 1.01(b) (as such schedule may be updated from time to time pursuant to Section 2.03 or otherwise, which update shall be provided to the Administrative Agent for incorporation into such updated Schedule 1.01(b)), to be the maximum face amount to be issued by each such L/C Issuer of Letters of Credit under the Revolving Credit Facility.

“Letter of Credit Expiration Date” means the fifth Business Day preceding the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(i).

“Letter of Credit Sublimit” means an aggregate amount equal to the lesser of (i) $100,000,000 and (ii) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, easement, right-of-way or other encumbrance on title to real property, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Transaction” means (i) any acquisition, including by way of merger, amalgamation, consolidation or other business combination or the acquisition of Equity Interests or otherwise, of any assets, business or Person, or any other Investment by one or more of the Borrower and its Restricted Subsidiaries permitted by this Agreement, in each case, whose consummation is not conditioned on the availability of, or on obtaining, third-party financing or (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“Liquidity” means, at any time, the sum of (i) all Unrestricted Cash of the Loan Parties and their respective Restricted Subsidiaries (which, for the avoidance of doubt, shall exclude any cash on deposit in the Specified Account) and (ii) Revolving Credit Facility Availability.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan (or any other Class of Loans established pursuant to a Credit Extension Amendment), as the context may require.

“Loan Documents” means, collectively, this Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, each Note, the Guaranty, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16, each Fee Letter, each Credit Extension Amendment, each Collateral Document, the Pari Passu Intercreditor Agreement, each other intercreditor agreement entered into in connection with Indebtedness permitted pursuant to this Agreement, and each subordination agreement entered into in connection with Indebtedness permitted pursuant to this Agreement.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Management and Leadership Positions Held By Women” means the proportion of positions for Leadership Roles and Individual Contributors roles held by women (or individuals who identify as women).

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent) or financial condition of the Borrower or the Borrower and its Restricted Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of the Loan Parties (taken as a whole) to perform their respective obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Commercial Tort Claim” means any commercial tort claim with respect to which a Loan Party is the plaintiff or a beneficiary and that makes a claim for damages, or other claim for judgment, in an amount greater than or equal to $10,000,000.

“Material Contract” has the meaning specified in Section 6.08.

“Material Indebtedness” means any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount.

“Maturity Date” means (a) with respect to the Revolving Credit Facility, July 31, 2029, and (b) with respect to the Term A Facility, July 31, 2029; provided that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day; provided, further, that if, on the date that is ninety-one (91) days prior to the 2027 Farm Credit Term Loan Facility Maturity Date, either (i) the 2027 Farm Credit Term Loan Facility Maturity Date has not been extended to a date that is on or after the then-later of the Maturity Date for the Revolving Credit Facility and the Maturity Date for the Term A Facility, or (b) the payment in full of all obligations outstanding under the 2027 Farm Credit Term Loan Facility has not occurred on or prior to such date, then, in either such case, the Maturity Date for the Revolving Credit Facility and the Maturity Date for the Term A Facility shall automatically be the 2027 Farm Credit Term Loan Facility Maturity Date.

“Maximum Rate” has the meaning specified in Section 10.09.

“Measurement Period” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to (1) in the case of Letters of Credit denominated in Dollars, 102% and (2) in the case of Letters of Credit denominated in any Alternative Currency, 105% of the Fronting Exposure of the applicable L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(i), (a)(ii) or (a)(iii), an amount equal to (1) in the case of Letters of Credit denominated in Dollars, 102% and (2) in the case of Letters of Credit denominated in any Alternative Currency, 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the applicable L/C Issuer in their sole discretion.

“Minimum Liquidity Condition” means, at any time, the Borrower has Liquidity of at least $225,000,000, calculated on a Pro Forma Basis after giving effect to any Restricted Payment and other Specified Transactions occurring on such date.

“Minority Investment” means an Investment by the Borrower or any Restricted Subsidiary in the Equity Interests of another Person (other than the Borrower or any Restricted Subsidiary) whose primary business at such time is substantially the same as one or more business lines of the Borrower or such Subsidiary or reasonably related thereto that results in the direct ownership by the Borrower or a Restricted Subsidiary of less than 50% of the outstanding Equity Interests of such other Person, irrespective of whether the board of directors (or other governing body) of such Person has approved such Investment; provided that a “Minority Investment” shall not include (a) Investments in Joint Ventures existing on the Amendment No. 3 Effective Date, (b) Investments in any securities received in satisfaction or partial satisfaction from financially troubled account debtors or (c) Investments made or deemed made as a result of the receipt of non-cash consideration in connection with Asset Sales otherwise permitted hereunder.

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto.

“Mortgage” means a mortgage, deed of trust, deed to secure debt, or similar security instrument in form and substance reasonably satisfactory to the Administrative Agent, in favor of the Administrative Agent for the benefit of the Secured Parties, as the same may be amended, amended and restated, modified, supplemented, extended or renewed from time to time.

“Mortgaged Property” means the real property listed on Schedule 5.08 and any real property which may from time to time be the subject of a Mortgage pursuant to Section 6.12.

“Most Favored Lender Provisions” has the meaning specified in Section 10.23(a).

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions, or to which the Borrower or any ERISA Affiliate has any liability (contingent or otherwise).

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA, including any such Plan to which the Borrower or any ERISA Affiliate has any liability (contingent or otherwise).

“Net Cash Proceeds” means:

(a) with respect to any Asset Sale by the Borrower or any of its Restricted Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount, plus any interest, fees, premiums and other amounts, of any Indebtedness that is secured by a Lien on the applicable asset that is senior to the Lien securing the Obligations (or if the Obligations are not secured by a Lien on the applicable asset) and is subject to mandatory prepayment as a result of such event that must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable Law, be repaid out of the proceeds from such Asset Sale and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents and any Incremental Equivalent Debt), (B) all fees, commissions and the actual out-of-pocket expenses incurred or payable by the Borrower or such Restricted Subsidiary to third parties in connection with such transaction, (C) Taxes paid or reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith and the amount of any reserves established by the Borrower and its Restricted Subsidiaries to fund contingent liabilities reasonably estimated to be payable, that are directly attributable to such event (provided that any determination by the Borrower that Taxes estimated to be payable are not payable and any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of Net Cash Proceeds in the amount of the estimated Taxes not payable or such reduction as if received at the time of the original transaction giving rise to such Net Cash Proceeds, as applicable), (D) to the extent

applicable, payments made to IP or any of its Subsidiaries to satisfy contractual obligations under the Brazil Payment Agreement, (E) any amounts funded into an escrow account or other escrow arrangement that was established pursuant to the documents evidencing such Asset Sale to secure any reasonable and customary indemnification obligations or adjustments to the purchase price associated with such Asset Sale (provided that the amount of any subsequent reduction of such escrow (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such Asset Sale occurring on the date of such reduction solely to the extent that the Borrower and/or any Restricted Subsidiaries receive cash (or the right to such cash) in an amount equal to the amount of such reduction), and (F) the pro rata portion of net cash proceeds thereof (calculated without regard to this subclause (F)) attributable to minority interests or beneficial interests in the disposed asset and not available for distribution to or for the account of the Borrower and the Restricted Subsidiaries as a result thereof;

(b) in the case of any Extraordinary Receipt, the aggregate amount of cash proceeds of insurance, condemnation awards and other compensation (excluding proceeds constituting business interruption insurance or other similar compensation for loss of revenue) received by the Borrower or any Restricted Subsidiary in respect of such Extraordinary Receipt net of (A) fees and expenses incurred by or on behalf of the Borrower or any Restricted Subsidiary in connection with such receipt, (B) repayments of principal, interest, premiums, fees and other amounts in respect of Indebtedness (other than Indebtedness under the Loan Documents and any Incremental Equivalent Debt) to the extent secured by a prior Lien on such property that is permitted by the Loan Documents and is or otherwise subject to mandatory prepayment as a result of such event, (C) costs of preparing assets for transfer upon a taking or condemnation, and (D) any Taxes paid or reasonably estimated to be payable (with any such estimate later not proving to have been payable (other than as a result of payment thereof) becoming Net Cash Proceeds at such time) by or on behalf of the Borrower or any Restricted Subsidiary in respect of the amount so received (after application of all credits and other offsets arising from such Extraordinary Receipt) and amounts required to be paid to any Person (other than any Loan Party) owning a beneficial interest in the subject property; and

(c) in the case of any Debt Issuance, the aggregate amount of cash and Cash Equivalents received by the Borrower or any Restricted Subsidiary in connection with such Debt Issuance (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) net of (i) legal fees, accountants’ fees, underwriters’ or placement agent fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such Debt Issuance and (ii) all taxes paid or payable as a result or in respect thereof.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Loan Party” means a Restricted Subsidiary that is not a Loan Party.

“Note” means a Term A Note or a Revolving Credit Note, as the context may require.

“Obligated Party” has the meaning specified in Section 1.14(h).

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party (and if applicable, any Subsidiary) arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Bilateral L/C Obligation, Secured Cash Management Agreement or Secured Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and expenses that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any case or proceeding under any Debtor Relief Laws naming such Person as the debtor in such case or proceeding, regardless of whether such interest, fees and expenses are allowed claims in such proceeding; provided that the Obligations of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or association or organization or trade register extract and operating agreement; and (c) with respect to any partnership, Joint Venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Applicable Debt” has the meaning specified in Section 2.05(e).

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06) and any Luxembourg registration duties (droits d’enregistrement) which may become due in Luxembourg as a result of a voluntary registration of any of the Loan Documents in Luxembourg.

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the applicable L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Pari Passu Intercreditor Agreement” means that certain Pari Passu Intercreditor Agreement, dated as of the Amendment No. 3 Effective Date, among the Administrative Agent, as initial Pro Rata Credit Agreement Representative (as defined therein), the Farm Credit Agreement Agent, as initial Farm Credit Agreement Representative (as defined therein), each replacement representative from time to time party thereto, and the Loan Parties from time to time party thereto.

“Partially Successful Completion Threshold” means the applicable “Partially Successful Completion Threshold” set forth in Schedule 2.18(b).

“Participant” has the meaning specified in Section 10.06(d).

“Participant Register” has the meaning specified in Section 10.06(d).

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Section 412 and 430 of the Code and Sections 302 and 303 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan but excluding a Multiemployer Plan) that is maintained or is contributed to by the Borrower or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the Pension Funding Rules.

“Perfection Certificate” means that certain Perfection Certificate, dated as of the Amendment No. 3 Effective Date, by the Borrower and the Guarantors in favor of the Administrative Agent, substantially in the form of Exhibit J (or such other form as is reasonably acceptable to the Administrative Agent).

“Performance Contingent Obligations” means any bid, performance or similar project related bonds, parent company performance guarantees, bank performance guaranties or surety bonds.

“Permitted Acquisition” means the non-hostile purchase or other acquisition of one or more related businesses so long as:

(a) the Person to be acquired becomes, or the assets to be acquired are acquired by, the Borrower or a Restricted Subsidiary; provided that the aggregate consideration paid by Loan Parties for the acquisition of (x) Equity Interests in Persons that do not become Guarantors, or (y) assets to be acquired by Persons that are not Loan Parties, pursuant to Permitted Acquisitions shall not exceed the greater of (x) $100,000,000 and (y) 3.60% of Total Assets;

(b) (A) immediately before and immediately after giving pro forma effect to any such acquisition, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to such acquisition and all related transactions (including any Incurrence and repayment of Indebtedness), the Borrower and its Restricted Subsidiaries shall be in compliance with the Financial Covenants on a Pro Forma Basis; provided that if such acquisition is a Limited Condition Transaction, the conditions in clauses (A) and (B) above may be satisfied as of the date of the entering into of the definitive agreement for such Limited Condition Transaction so long as no Specified Default shall have occurred and be continuing at the time of, or would result from, the consummation thereof;

(c) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the businesses of the Borrower and its Subsidiaries in the ordinary course or reasonably related thereto, except that the Borrower or applicable Subsidiary may also acquire some unrelated lines of business that such Borrower or applicable Subsidiary may dispose of following the acquisition; and

(d) the Administrative Agent shall have received a certificate certifying that all the requirements set forth in this definition have been satisfied with respect to such purchase or other acquisition, together with reasonably detailed calculations demonstrating satisfaction of the requirements set forth in clause (b) above.

“Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) relating to the Borrower’s common stock (or other securities or property following a merger event, reclassification or other change of the common stock of the Borrower) purchased by the Borrower in connection with the issuance of any Permitted Convertible Indebtedness and settled in common stock of the Borrower (or such other securities or property), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such other securities or property), and cash in lieu of fractional shares of common stock of the Borrower; provided that the terms, conditions and covenants of each such transaction shall be such as are customary for transactions of such type (as determined by the board of directors of the Borrower, or a committee thereof, in good faith).

“Permitted Bridge Indebtedness” means customary bridge facilities of the Borrower or any Restricted Subsidiary that if not converted into the intended conversion product, is automatically convertible into Indebtedness that satisfies all applicable maturity and weighted average life limitations.

“Permitted Convertible Indebtedness” means senior, unsecured Indebtedness of the Borrower or any Restricted Subsidiary that is convertible into shares of common stock of the Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such other securities or property), and cash in lieu of fractional shares of common stock of the Borrower.

“Permitted Credit Agreement Refinancing Indebtedness” means Refinancing Indebtedness Incurred pursuant to Section 7.02(b)(xiv) in respect of Indebtedness Incurred pursuant to Section 7.02(b)(i)(A).

“Permitted Debt” has the meaning specified in Section 7.02(b).

“Permitted Investments” means:

(1) any Investment in cash and Cash Equivalents and Investments that were Cash Equivalents when made;

(2) any Investment by the Borrower or any Restricted Subsidiary in the Borrower or in any Person that, prior to such Investment, is a Restricted Subsidiary; provided that the aggregate amount of Investments by any Loan Party in Restricted Subsidiaries that are not Guarantors under this clause (2) shall not exceed $25,000,000 at any time outstanding; provided, further, that any Investment subject to this proviso shall no longer be deemed outstanding if the Restricted Subsidiary that received such Investment subsequently becomes or is merged into or amalgamated or consolidated with a Loan Party;

(3) Investments constituting Permitted Acquisitions;

(4) any Investment in securities or other assets (including promissory notes and non-cash consideration) received in connection with an Asset Sale made pursuant to Section 7.05;

(5) Investments existing on the Amendment No. 3 Effective Date and, with respect to each individual Investment outstanding in an amount in excess of $5,000,000, set forth on Schedule 7.03, and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the amount thereof beyond the value of such Investment at the time of such event;

(6) loans and advances to, or guarantees of Indebtedness of, employees, directors, officers, managers, consultants or independent contractors in the ordinary course of business, in an aggregate amount, taken together with all other Investments made pursuant to this clause (6) that are at the time outstanding, not to exceed $15,000,000;

(7) loans and advances to officers, directors, employees, managers, consultants and independent contractors for business-related travel and entertainment expenses, moving and relocation expenses and other similar expenses, in each case in the ordinary course of business;

(8) any Investment (x) acquired by the Borrower or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Borrower of such other Investment or accounts receivable, or (b) as a result of a foreclosure or other remedial action by the Borrower or any of its Restricted Subsidiaries with respect to any Investment or other transfer of title with respect to any Investment in default and (y) received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or (b) litigation, arbitration or other disputes;

(9) Swap Contracts and Cash Management Agreements permitted under Section 7.02(b)(x);

(10) Investments consisting of any bid, performance or similar project related bonds, parent company performance guarantees, bank performance guaranties or surety bonds or performance letters of credit, together with any payment thereunder, including the reimbursement of draws under the Existing Bilateral Letters of Credit by the Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed such draw;

(11) [reserved];

(12) [reserved];

(13) Investments the payment for which consists of Equity Interests of the Borrower; provided, however, that such Equity Interests will not increase the Cumulative Available Amount;

(14) Investments consisting of the leasing, licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(15) Investments consisting of purchases or acquisitions of inventory, supplies, materials and equipment or purchases, acquisitions, licenses, sublicenses, leases or subleases of intellectual property, other assets or other rights, in each case in the ordinary course of business;

(16) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness;

(17) Investments of a Restricted Subsidiary acquired after the Initial Funding Date or of an entity merged or amalgamated into or consolidated with a Restricted Subsidiary in a transaction that is not prohibited by Section 7.04 or 7.05 after the Initial Funding Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(18) [reserved];

(19) advances, loans or extensions of trade credit in the ordinary course of business by the Borrower or any of the Restricted Subsidiaries;

(20) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business;

(21) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

(22) Investments to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower or any Restricted Subsidiary;

(23) accounts receivable, security deposits and prepayments and other credits granted or made in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and others, including in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, such account debtors and others, in each case in the ordinary course of business;

(24) Investments acquired as a result of a foreclosure by the Borrower or any Restricted Subsidiary with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;

(25) Investments resulting from pledges and deposits that are Permitted Liens;

(26) acquisitions of obligations of one or more directors, officers or other employees or consultants of the Borrower or any Restricted Subsidiary in connection with such director’s, officer’s, employee’s or consultant’s acquisition of Equity Interests of the Borrower, so long as no cash is actually advanced by the Borrower or any Restricted Subsidiary to any such director, officer, employee or consultant in connection with the acquisition of any such obligations;

(27) guarantees of operating leases (for the avoidance of doubt, excluding Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case, entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business;

(28) Investments consisting of the redemption, purchase, repurchase or retirement of any Equity Interests permitted by Section 7.06;

(29) Investments consisting of guarantees in the ordinary course of business to support the obligations of any Restricted Subsidiary under its worker’s compensation and general insurance agreements;

(30) Investments resulting from the forgiveness or conversion to Equity Interests of any Indebtedness permitted pursuant to Section 7.02;

(31) the purchase of any Permitted Bond Hedge Transaction by the Borrower and the performance of its obligations thereunder;

(32) Investments held to meet obligations of the Borrower and its Restricted Subsidiaries to pay benefits under non-qualified retirement and deferred compensation plans maintained for the benefit of employees in the ordinary course of its business and consistent with past practice or ordinary course industry norms;

(33) Investments by a Loan Party in Restricted Subsidiaries that are not Guarantors so long as such transaction is part of a series of related transactions that result in the proceeds of the initial investment being invested in, or transferred to, one or more Loan Parties (or, if the initial proceeds were held at a Restricted Subsidiary that is not a Loan Party, invested in, or transferred to, a Restricted Subsidiary that is not a Loan Party);

(34) [reserved];

(35) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Restricted Subsidiaries; and

(36) (x) the CoBank Equities and any other stock or securities of, or Investments in, CoBank or its investment services or programs, and (y) the FCMA Equities and any other stock or securities of, or Investments in, FCMA or its investment services or programs.

“Permitted L/C Party” means the Borrower and any Restricted Subsidiary.

“Permitted Liens” means, with respect to any Person:

(1) Liens Incurred in connection with workers’ compensation laws, unemployment insurance laws or similar legislation or other social security legislation, or in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases or subleases to which such Person is a party, or to secure public or statutory obligations of such Person or to secure surety, judgment, stay, customs or appeal bonds or other obligations of a like nature to which such Person is a party, or as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) (A) Liens imposed by law, such as carriers’, warehousemen’s, landlords’, materialmen’s, repairmen’s, construction contractors’, mechanics’ or other similar Liens, in each case for sums not yet overdue by more than 60 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, to the extent required by GAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization)) or (B) Liens placed on the assets of any Subsidiary organized under the Laws of Brazil by any Governmental Authority in Brazil relating to the Specified Disclosed Litigation and/or good faith deposits made in the ordinary course of business to secure the performance of bids, lawsuits, judicial and/or administrative proceedings;

(3) Liens for taxes, assessments or other governmental charges or levies (i) which are not yet overdue by more than 60 days or (ii) which are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained to the extent required by GAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization), or for property taxes on property such Person or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(4) Liens in favor of issuers of performance and surety bonds, bid, indemnity, warranty, release, judgment, appeal or similar bonds or with respect to regulatory requirements or letters of credit or bankers’ acceptances issued and completion guarantees provided for, in each case, pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) survey exceptions, encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens which do not in the aggregate materially adversely interfere with the ordinary conduct of the business of such Person;

(6) Liens Incurred to secure obligations in respect of Indebtedness permitted to be Incurred pursuant to Section 7.02(a), clause (i)(B), (iv), (v) (but excluding the Existing Bilateral Letters of Credit), (xx), or (xxxii) of Section 7.02(b) and, solely in respect of Refinancing Indebtedness of obligations in respect of Indebtedness Incurred (or unutilized commitments in respect of Indebtedness) pursuant to Section 7.02(a) (if Indebtedness being Refinanced is secured), Section 7.02(b)(i)(B) or any successive Refinancing of such Indebtedness, Section 7.02(b)(xiv) and, in each case, obligations secured ratably thereunder; provided that, (x) in the case of Section 7.02(b)(iv) and 7.02(b)(xxxii), such Lien extends only to the assets and/or Equity Interests, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any replacements, additions, accessions and improvements thereto and any income, profits or proceeds thereof (collectively, the “Improvements”); (y) in the case of Section 7.02(b)(xx), such Lien does not extend to the property or assets (or income or profits therefrom) of Borrower or any Restricted Subsidiary other than a Non-Loan Party; and (z) in the case of Section 7.02(a), such Indebtedness is permitted to be secured by such section;

(7) Liens existing on the Amendment No. 3 Effective Date and, to the extent securing obligations in an aggregate amount in excess of $5,000,000, listed on Schedule 7.01, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed (except to remove any property from coverage of the Lien), (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) no Loan Party that was not an obligor with respect thereto shall become an obligor in connection with such renewal or extension, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);

(8) Liens on assets of, or Equity Interests in, a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary; provided, further, that such Liens are limited to all or part of the same property or assets (plus Improvements on such property or assets) that secured (or, under the written arrangements under which the Liens arose, could secure) the obligations to which such Liens relate;

(9) Liens on assets at the time the Borrower or a Restricted Subsidiary acquired the assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Borrower or any Restricted Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, that such Liens are limited to all or part of the same property or assets (plus Improvements on such property or assets) that secured (or, under the written arrangements under which the Liens arose, could secure) the obligations to which such Liens relate;

(10) Liens securing Indebtedness or other obligations of the Borrower or a Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary permitted to be Incurred in accordance with Section 7.02; provided that Liens securing Indebtedness or other obligations of a Non-Loan Party do not extend to the property or assets of Borrower or any Restricted Subsidiary other than a Non-Loan Party;

(11) (x) Liens securing the Obligations, and (y) Liens securing the Secured Farm Credit Agreement Obligations; provided that in the case of this clause (11)(y), such Liens are at all times subject to the Pari Passu Intercreditor Agreement;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property;

(14) Liens arising from, or from Uniform Commercial Code financing statement filings regarding, leases or consignments entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business;

(15) (i) Liens on Receivables Assets (and in the case of Foreign Subsidiaries, bank accounts into which proceeds of accounts receivable are paid) Incurred in connection with a Qualified Receivables Factoring or a Qualified Receivables Financing permitted by Section 7.02(b)(xxii) (or, in the case of the Brazil Receivables Factoring Program, Section 7.02(b)(xvii)) and (ii) Liens securing Indebtedness or other obligations of any Receivables Subsidiary;

(16) (i) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations and (ii) liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(17) (i) Liens on Equity Interests in and assets of Foreign Subsidiaries securing Indebtedness or other obligations of a Foreign Subsidiary permitted by Section 7.02(b)(xxiii) and (ii) Liens on Equity Interests of an Unrestricted Subsidiary (other than an Unrestricted Subsidiary the primary assets of which are cash and/or Cash Equivalents) securing Indebtedness of such Unrestricted Subsidiary

(18) grants of intellectual property, software and other technology licenses that do not materially detract from or interfere with the Borrower’s use of such assets;

(19) judgment and attachment Liens not giving rise to an Event of Default pursuant to Section 8.01(h) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(20) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(21) [reserved];

(22) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (7), (8), (9) and (11) of this definition (provided that, in the case of Liens securing the Secured Farm Credit Agreement Obligations, only to the extent such Refinancing is permitted pursuant to the Pari Passu Intercreditor Agreement; and, as so refinanced, such Liens continue to remain subject to the Pari Passu Intercreditor Agreement); provided, however, that (x) such new Lien shall be limited to all or part of the same property or assets that secured (or, under the written arrangements under which the original Lien arose, could secure) the original Lien (plus Improvements on such property or assets), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (7), (8), (9) and (11) of this definition at the time the original Lien became a Permitted Lien under this Agreement, and (B) an amount necessary to pay the Related Costs in connection therewith, related to such Refinancing;

(23) other Liens securing obligations the principal amount of which does not exceed the greater of (x) $85,000,000 and (y) 3.0% of Total Assets, at any one time outstanding;

(24) Liens (i) on the Equity Interests or assets of a joint venture to secure Indebtedness of such joint venture permitted to be Incurred pursuant to Section 7.02, (ii) consisting of customary rights of first refusal and tag, drag and similar rights in joint venture agreements and agreements with respect to Subsidiaries that are not Wholly-Owned Restricted Subsidiaries or (iii) consisting of any encumbrance or restriction (including put and call arrangements) in favor of a joint venture party with respect to Equity Interests of, or assets owned by, any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(25) Liens on equipment of the Borrower or any Restricted Subsidiary granted in the ordinary course of business to the Borrower’s or such Restricted Subsidiary’s client at which such equipment is located;

(26) (x) CoBank’s statutory Lien in the CoBank Equities, and (y) FCMA’s statutory Lien in the FCMA Equities;

(27) [reserved];

(28) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation and exportation of goods;

(29) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any comparable or successor provision, on items in the course of collection; (ii) attaching to pooling, commodity trading accounts or other commodity brokerage accounts Incurred in the ordinary course of business; and (iii) in favor of banking or other financial institutions or entities, or electronic payment service providers, arising as a matter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking or finance industry;

(30) Liens with respect to overdrafts; provided that such overdrafts are paid within five (5) Business Days;

(31) any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(32) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(33) Liens on vehicles or equipment of the Borrower or any of the Restricted Subsidiaries granted in the ordinary course of business;

(34) Liens consisting of any right of offset, or any statutory or consensual banker’s lien, on bank deposits or securities accounts maintained in the ordinary course of business so long as such bank deposits or securities accounts are not established or maintained for the purpose of providing such right of offset or banker’s lien;

(35) Liens (i) solely on cash advances and any xxxx xxxxxxx money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or other agreement in respect of any Permitted Investment or Investment permitted pursuant to Section 7.06, (ii) on cash in escrows established for an adjustment in purchase price or liabilities or indemnities for dispositions or an acquisition of property or other Investment, to the extent the relevant disposition, acquisition or Investment is in respect of any Permitted Investment or permitted pursuant to Section 7.06;

(36) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

(37) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents or Investment Grade Securities;

(38) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts Incurred in the ordinary course of business and not for speculative purposes;

(39) rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(40) restrictive covenants affecting the use to which real property may be put; provided that the covenants are complied with;

(41) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(42) zoning by-laws and other land use restrictions, including site plan agreements, development agreements and contract zoning agreements;

(43) receipt of progress payments and advances from customers in the ordinary course of business to the extent same creates a Lien on the related inventory and proceeds thereof;

(44) Liens deemed to exist in connection with Investments permitted by clause (1) of the definition of “Permitted Investments” that constitute repurchase obligations;

(45) Liens securing obligations in respect of trade-related letters of credit permitted under the covenant described under Section 7.02 and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof;

(46) Liens arising by virtue of the rendition, entry or issuance against the Borrower or any of its Restricted Subsidiaries, or any property of the Borrower or any of its Restricted Subsidiaries, of any judgment, writ, order or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default hereunder;

(47) Liens in favor of U.S. governmental authorities on deposit accounts in connection with auctions conducted on behalf of such governmental authorities in the ordinary course of business; provided that such Liens apply only to the amounts actually obtained from auctions conducted on behalf of such governmental authorities;

(48) Liens on cash and Cash Equivalents consisting of proceeds of Indebtedness permitted hereunder issued by the Borrower or a Restricted Subsidiary under any indenture or similar debt instrument, pursuant to customary escrow arrangements that require the release of such cash and Cash Equivalents within 150 days after the date that such escrow is established and funded; provided that such Liens extend solely to the account in which such cash and Cash Equivalents are deposited and are solely in favor of the holders of such Indebtedness (or any agent or trustee for such Person or Persons);

(49) Liens on cash and Cash Equivalents that are earmarked to be used to satisfy, defease or discharge Indebtedness; provided that (w) such cash and Cash Equivalents are deposited into an account from which payment is to be made, directly or indirectly, to the Person or Persons holding the Indebtedness that is to be satisfied, defeased or discharged, (x) such Liens extend solely to the account in which such cash and Cash Equivalents are deposited and are solely in favor of the Person or Persons holding the Indebtedness (or any agent or trustee for such Person or Persons) that is to be satisfied, defeased or discharged and (y) the satisfaction, defeasance or discharge of such Indebtedness is permitted hereunder;

(50) Liens on the Investments permitted by clause (29) of the definition of “Permitted Investments” securing the obligations described therein;

(51) Liens in favor of a trustee or agent in an indenture or similar document relating to any Indebtedness to the extent such Liens secure only customary compensation and reimbursement obligations of such trustee or agent; and

(52) Liens on cash proceeds of Indebtedness (and on the related escrow accounts) in connection with the issuance of such Indebtedness into (and pending the release from) a customary escrow arrangement, to the extent such Indebtedness is Incurred in compliance with Section 7.02;

provided that, notwithstanding the foregoing:

(I) real property located in the United States (other than real property subject to a Mortgage) shall in no event be subject to any Liens securing Indebtedness for borrowed money;

(II) any assets owned by a Specified Loan Party (other than assets pledged pursuant to a Collateral Document) shall in no event be subject to any Liens securing Indebtedness for borrowed money, other than (A) Liens permitted by clause (6) of the definition of “Permitted Liens” securing Indebtedness incurred under Section 7.02(b)(iv), which Indebtedness shall not exceed $20,000,000 in aggregate amount at any time outstanding, (B) Liens permitted by clauses (8), (9), (30) and (34) of the definition of “Permitted Liens” and (C) Liens permitted by clause (15) of the definition of “Permitted Liens” securing obligations under the Brazil Receivables Factoring Program; and

(III) the Specified Account Property shall in no event be subject to any Liens securing Indebtedness for borrowed money, other than Liens in favor of the Administrative Agent, Liens in favor of the Farm Credit Agreement Agent or, if applicable, the account bank or escrow agent.

For purposes of determining compliance with this definition, (v) a Lien need not be Incurred solely by reference to one category of Permitted Liens described in this definition but may be Incurred under any combination of such categories (including in part under one such category and in part under any other such category), (w) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Borrower shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition, (x) the principal amount of Indebtedness secured by a Lien outstanding under any category of “Permitted Liens” shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness, (y) if any Liens securing Indebtedness are Incurred to Refinance Liens securing Indebtedness initially Incurred (or, Lien securing Indebtedness Incurred to Refinance Liens securing Indebtedness initially Incurred) in reliance on a category of “Permitted Liens” measured by reference to a percentage of Total Assets at the time of Incurrence, and such Refinancing would cause the percentage of Total Assets restriction to be exceeded if calculated based on the Total Assets on the date of such Refinancing, such percentage of Total Assets restriction shall not be deemed to be exceeded (and such newly Incurred Liens shall be deemed permitted) to the extent the principal amount of such Indebtedness secured by such newly Incurred Liens does not exceed the principal amount of such Indebtedness secured by such Liens being Refinanced, plus the Related Costs Incurred or payable in connection with such Refinancing and (z) if any Liens securing Indebtedness are Incurred to Refinance Liens securing Indebtedness initially Incurred (or, Liens securing Indebtedness Incurred to Refinance Liens securing Indebtedness initially Incurred) in reliance on a category of “Permitted Liens” measured by reference to a fixed dollar amount, such fixed dollar amount shall not be deemed to be exceeded (and such newly Incurred Liens shall be deemed permitted) to the extent the principal amount of such Indebtedness secured by such newly Incurred Liens does not exceed the principal amount of such Indebtedness secured by such Liens being Refinanced, plus the Related Costs Incurred or payable in connection with such Refinancing.

“Permitted Refinancing Amendment” means an amendment to this Agreement executed by the Borrower, the Administrative Agent, each Permitted Refinancing Lender and Lender that agrees to provide any portion of the Permitted Credit Agreement Refinancing Indebtedness being incurred pursuant to Section 2.15, and, in the case of Permitted Refinancing Revolving Credit Commitments or Permitted Refinancing Revolving Loans, each L/C Issuer and the Swing Line Lender.

“Permitted Refinancing Commitments” means the Permitted Refinancing Revolving Credit Commitments and the Permitted Refinancing Term Loan Commitments.

“Permitted Refinancing Lender” means, at any time, any bank, other financial institution or institutional investor that agrees to provide any portion of any Permitted Credit Agreement Refinancing Indebtedness pursuant to a Permitted Refinancing Amendment in accordance with Section 2.15; provided that each Permitted Refinancing Lender shall be subject to the Administrative Agent’s reasonable consent (solely to the extent such consent would be required for an assignment to any such Lender pursuant to Section 10.06) and, in the case of Permitted Refinancing Revolving Credit Commitments or Permitted Refinancing Revolving Loans, each L/C Issuer and the Swing Line Lender, in each case, to the extent any such consent would be required under Section 10.06 for an assignment of Loans or Commitments to such Permitted Refinancing Lender.

“Permitted Refinancing Loans” means the Permitted Refinancing Revolving Loans and the Permitted Refinancing Term Loans.

“Permitted Refinancing Revolving Credit Commitments” means one or more Classes of revolving credit commitments hereunder or extended Revolving Credit Commitments that result from a Permitted Refinancing Amendment.

“Permitted Refinancing Revolving Loans” means the Revolving Credit Loans made pursuant to any Permitted Refinancing Revolving Credit Commitment.

“Permitted Refinancing Term Loan Commitments” means one or more Classes of term loan commitments hereunder that result from a Permitted Refinancing Amendment.

“Permitted Refinancing Term Loans” means one or more Classes of Term Loans that result from a Permitted Refinancing Amendment.

“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) relating to the Borrower’s common stock (or other securities or property following a merger event, reclassification or other change of the common stock of the Borrower) sold by the Borrower substantially concurrently with any purchase by the Borrower of a Permitted Bond Hedge Transaction and settled in common stock of the Borrower (or such other securities or property), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such other securities or property), and cash in lieu of fractional shares of common stock of the Borrower; provided that the terms, conditions and covenants of each such transaction shall be such as are customary for transactions of such type (as determined by the board of directors of the Borrower, or a committee thereof, in good faith).

“Person” means any natural person, corporation, limited liability company, trust, Joint Venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (other than a Multiemployer Plan), maintained for employees of the Borrower or any such plan to which the Borrower is required to contribute on behalf of any of its employees, and with respect to a Pension Plan, any such plan maintained or contributed to by an ERISA Affiliate of the Borrower.

“Plan of Reorganization” has the meaning specified in Section 10.06(g)(iii).

“Platform” has the meaning specified in Section 6.02.

“PNC Receivables Facility” has the meaning specified in the definition of “Amendment No. 3 Refinancings”.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution or winding up.

“Pro Forma Basis” and “Pro Forma Effect” means, for purposes of the calculation of any test, financial ratio, basket or covenant under this Agreement (including the Consolidated Senior Secured Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and the related calculation of Consolidated EBITDA for any period) as of any date, that pro forma effect will be given to each Specified Transaction that has occurred during the Measurement Period being used to calculate such test, financial ratio, basket or covenant, and/or subsequent to the end of the Measurement Period but no later than the date of such calculation; provided that “Pro Forma Basis” and “Pro Forma Effect” in respect of any Specified Transaction shall be calculated in good faith in a reasonable manner in accordance with the terms of this Agreement.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 6.02.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under § 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means Equity Interests of the Borrower other than Disqualified Stock.

“Qualified Receivables Factoring” means any Factoring Transaction that meets the following conditions:

(1) such Factoring Transaction is non-recourse to, and does not obligate, the Borrower or any Restricted Subsidiary, or their respective properties or assets (other than Receivables Assets) in any way other than pursuant to Standard Securitization Undertakings; provided that the Brazil Receivables Factoring Program need not meet the requirements of this clause (1);

(2) all sales, conveyances, assignments or contributions of Receivables Assets by the Borrower or any Restricted Subsidiary are made at Fair Market Value in the context of a Factoring Transaction (as determined in good faith by the Borrower or any direct or indirect parent of the Borrower); and

(3) such Factoring Transaction (including financing terms, covenants, termination events (if any) and other provisions thereof) is on market terms at the time such Factoring Transaction is first entered into or acquired (as determined in good faith by the Borrower or any direct or indirect parent of the Borrower) (in the case of the Brazil Receivables Factoring Program taking into the recourse nature of such transaction, where applicable) and may include Standard Securitization Undertakings.

“Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

(1) the Board of Directors of the Borrower shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and its Restricted Subsidiaries;

(2) all sales conveyances, assignments or contributions of Receivables Assets by the Borrower or any Restricted Subsidiary to the Receivables Subsidiary are made at Fair Market Value (as determined in good faith by the Borrower); and

(3) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings.

“Ratio Tested Committed Amount” has the meaning in the definition of “Incremental Ratio Amount.”

“Receivables Assets” means accounts receivable (whether now existing or arising in the future) of the Borrower or any of its Restricted Subsidiaries, and any assets related thereto including all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization or factoring transactions involving accounts receivable and any Swap Contracts entered into by the Borrower or any such Restricted Subsidiary in connection with such accounts receivable.

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Borrower or any of its Restricted Subsidiaries pursuant to which the Borrower or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Borrower or any of its Restricted Subsidiaries), and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any Receivables Assets.

“Receivables Repurchase Obligation” means (i) any obligation of a seller of receivables in a Qualified Receivables Factoring or Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller or (ii) any right of a seller of receivables in a Qualified Receivables Factoring or Qualified Receivables Financing to repurchase defaulted receivables for the purposes of claiming sales tax bad debt relief.

“Receivables Subsidiary” means a Wholly-Owned Restricted Subsidiary of the Borrower (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Borrower in which the Borrower or any Restricted Subsidiary makes an Investment and to which the Borrower or any Restricted Subsidiary transfers Receivables Assets) which engages in no activities other than in connection with the financing of Receivables Assets of the Borrower and its Restricted Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Borrower (as provided below) as a Receivables Subsidiary and:

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Borrower or any other Restricted Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Borrower or any other Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Borrower or any other Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2) with which neither the Borrower nor any other Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms which the Borrower reasonably believes to be no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower; and

(3) to which neither the Borrower nor any other Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Borrower shall be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of the resolution of the Board of Directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the foregoing conditions.

“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Refinance” means to extend, renew, refund, refinance, replace, repay, prepay, redeem, repurchase, retire, defease or discharge, and “Refinancing,” “Refinances” and “Refinanced” shall have correlative meanings.

“Refinancing Indebtedness” means, in respect of any Indebtedness (the “Original Indebtedness”), any Indebtedness that extends, renews or refinances such Original Indebtedness (or any Refinancing Indebtedness in respect thereof); provided that (a) the principal amount (or accreted value, if applicable) of such Refinancing Indebtedness (including undrawn or available committed amounts) shall not exceed the principal amount (or accreted value, if applicable) of such Original Indebtedness (or unutilized commitments in respect of such Indebtedness to the extent such commitments were treated as incurred Indebtedness) except by an amount no greater than the amount of accrued and unpaid interest with respect to such Original Indebtedness and any fees, premium and expenses relating to such extension, renewal or refinancing; (b) either (i) the stated final maturity of such Refinancing Indebtedness shall not be earlier than that of such Original Indebtedness or (ii) such Refinancing Indebtedness shall not mature or be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default, asset sale or a change in control or as and to the extent such repayment, prepayment, redemption, repurchase or defeasance would have been required pursuant to the terms of such Original Indebtedness) prior to the date that is 91 days after the latest Maturity Date in effect on the date of such extension, renewal or refinancing; provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated) of such Refinancing Indebtedness shall be permitted so long as the weighted average life to maturity of such Refinancing Indebtedness shall be no shorter than the weighted average life to maturity of such Original Indebtedness remaining as of the date of such extension, renewal or refinancing (or, if shorter, 91 days after the latest Maturity Date in effect on the date of such extension, renewal or refinancing); provided, further, that, at the option of the Borrower, this clause (b) shall not preclude Permitted Bridge Indebtedness if the Indebtedness into which such Permitted Bridge Indebtedness is extended into, convertible or exchangeable for satisfies the requirements of this clause (b); (c) such Refinancing Indebtedness shall not constitute an obligation (including pursuant to a Guarantee) of the Borrower or any Restricted Subsidiary, in each case that shall not have been (or, in the case of after-acquired Restricted Subsidiaries, shall not have been required to become pursuant to the terms of the Original Indebtedness) an obligor in respect of such Original Indebtedness; (d) if such Original Indebtedness shall have been subordinated to the Obligations, such Refinancing Indebtedness shall also be subordinated to the Obligations on terms not less favorable in any material respect to the Lenders; (e) such Refinancing Indebtedness shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness (or would have been required to secure such Original Indebtedness pursuant to the terms thereof; provided that in the case of such Indebtedness that is funded into escrow, such debt may be secured by the applicable funds and related assets held in escrow (and the proceeds thereof) until such funds are released from escrow)) or, in the event Liens securing such Original Indebtedness shall have been contractually subordinated to any Lien securing the Obligations, by any Lien that shall not have been contractually subordinated to at least the same extent; and (f) the Original Indebtedness shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, defeased or satisfied or discharged substantially concurrently with the date such Refinancing Indebtedness is Incurred.

“Refunding Capital Stock” has the meaning specified in Section 7.06(b)(ii)(A).

“Register” has the meaning specified in Section 10.06(c).

“Related Costs” means the aggregate amount of any fees, underwriting discounts, accrued and unpaid interest, premiums (including tender premiums), defeasance costs and other costs, fees, discounts and expenses.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into or migration through the Environment, or into, from or through any building, structure or facility.

“Relevant Rate” means with respect to any Credit Extension denominated in (a) Dollars, Term SOFR and (b) Euros, EURIBOR, as applicable.

“Replacement Assets” means (a) substantially all the assets of a Person primarily engaged in a Similar Business or (b) a majority of the voting stock of any Person primarily engaged in a Similar Business that will become, on the date of acquisition thereof, a Restricted Subsidiary.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events for which the 30 day notice period has been waived pursuant to such regulations.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Class Lenders” means, as of any date of determination, with respect to any Class of Loans or Commitments, Lenders having Total Credit Exposures with respect to such Class representing more than 50% of the Total Credit Exposures of all Lenders of such Class on such date. The Total Credit Exposure of any Defaulting Lender with respect to such Class shall be disregarded in determining Required Class Lenders at any time. For the avoidance of doubt, if applicable with respect to the applicable Class, the vote of Voting Participants shall be included in the calculation under this definition in accordance with the last paragraph of Section 10.06(d).

“Required Financial Covenant Lenders” means, at any time, Lenders having Total Credit Exposures under the Financial Covenant Facilities representing more than 50% of all the Total Credit Exposures under the Financial Covenant Facilities. The Total Credit Exposure of any Defaulting Lender which is a Lender under the Financial Covenant Facilities shall be disregarded in determining Required Financial Covenant Lenders at any time; provided that, the amount of any participation in any outstanding Swing Line Loan and any outstanding Unreimbursed Amounts under the Revolving Credit Facility that such Defaulting Lender has failed to fund and that have not otherwise been Cash Collateralized and/or reallocated to and funded by another Revolving Credit Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the affected L/C Issuer, as the case may be, in making such determination. For the avoidance of doubt, the vote of Voting Participants shall be included in the calculation under this definition in accordance with the last paragraph of Section 10.06(d).

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required lenders at any time; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that any Defaulting Lender which is a Revolving Credit Lender has failed to fund that have not been reallocated to and funded by another Revolving Credit Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the affected L/C Issuer, as the case may be, in making such determination. For the avoidance of doubt, the vote of Voting Participants shall be included in the calculation under this definition in accordance with the last paragraph of Section 10.06(d).

“Required Revolving Lenders” means, at any time, Revolving Credit Lenders having Total Revolving Credit Exposures representing more than 50% of the Total Revolving Credit Exposures of all Revolving Credit Lenders. The Total Revolving Credit Exposure of any Defaulting Lender which is a Revolving Credit Lender shall be disregarded in determining Required Revolving Lenders at any time; provided that, the amount of any participation in any outstanding Swing Line Loan and any outstanding Unreimbursed Amounts under the Revolving Credit Facility that such Defaulting Lender has failed to fund and that have not otherwise been Cash Collateralized and/or reallocated to and funded by another Revolving Credit Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the affected L/C Issuer, as the case may be, in making such determination. For the avoidance of doubt, the vote of Voting Participants shall be included in the calculation under this definition in accordance with the last paragraph of Section 10.06(d).

“Required Term A Lenders” means, as of any date of determination, Term A Lenders having Total Term A Loan Exposures representing more than 50% of the Total Term A Loan Exposures of all Term A Lenders on such date. The portion of the Term A Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term A Lenders.

“Rescindable Amount” has the meaning specified in Section 2.12(b)(ii).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party (or, in the case of a Foreign Obligor, any duly appointed authorized signatory or any director or managing member of such person that has been designated in writing by Xxxxxxxx as being so authorized), solely for purposes of the delivery of incumbency certificates pursuant to this Agreement or any other Loan Document, or other provisions related to certifying resolutions or other actions of a Board of Directors, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Investment” means any Investment that is not a Permitted Investment.

“Restricted Junior Debt” has the meaning specified in Section 7.06(a)(iii).

“Restricted Junior Debt Payment” has the meaning specified in Section 7.06(a)(iii).

“Restricted Payments” has the meaning specified in Section 7.06(a)(iv).

“Restricted Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.

“Retired Capital Stock” has the meaning specified in Section 7.06(b)(ii)(A).

“Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of an Alternative Currency Loan, (ii) each date of a continuation of an Alternative Currency Loan pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require (including in connection with any payment or repayment of Loans); and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the Alternative Currency L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iv) [reserved], and (v) such additional dates as the Administrative Agent or the Alternative Currency L/C Issuer shall determine or the Required Lenders shall require.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and Class and, in the case of Alternative Currency Term Rate Loans or Term SOFR Loans, as applicable, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(c).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(c), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Xxxxxx’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. Unless the context shall otherwise require, the term “Revolving Credit Commitment” shall include any amount by which the Revolving Credit Commitments are increased pursuant to a Revolving Credit Increase. The aggregate amount of the Revolving Credit Commitments of all Revolving Credit Lenders on the Amendment No. 3 Effective Date is $400,000,000.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate Outstanding Amount at such time of its outstanding Revolving Credit Loans (other than Swing Line Loans made by such Lender in its capacity as Swing Line Lender) and the aggregate Outstanding Amount of such Xxxxxx’s participation in L/C Obligations and Swing Line Loans at such time under the Revolving Credit Facility.

“Revolving Credit Facility” means, at any time, the Aggregate Revolving Credit Commitments at such time.

“Revolving Credit Facility Availability” means, as of any date, the lesser of (x) the excess of the Revolving Credit Commitments over the Total Revolving Credit Outstandings and (y) the maximum amount of Indebtedness that can be Incurred under the Revolving Credit Facility without the Consolidated Leverage Ratio, calculated on a Pro Forma Basis, exceeding 3.75 to 1.00.

“Revolving Credit Increase” has the meaning specified in Section 2.14(a).

“Revolving Credit Increase Lender” has the meaning specified in Section 2.14(d)(iii).

“Revolving Credit Lender” means, at any time, (a) so long as any Revolving Credit Commitment is in effect, any Lender that has a Revolving Credit Commitment at such time or (b) if the Revolving Credit Commitments have terminated or expired, any Lender that has a Revolving Credit Loan or a participation in L/C Obligations under the Revolving Credit Facility or Swing Line Loans at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Revolving Credit Note” means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-1.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Loan Party or any Restricted Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Restricted Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“Sanction(s)” means any economic or trade sanction or restrictive measures enacted, administered imposed, or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union or His Majesty’s Treasury (“HMT”).

“Scheduled Unavailability Date” has the meaning specified in Section 3.03(c)(ii).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Bilateral L/C Obligations” means, as at any date of determination, the sum of (a) the Dollar Equivalent of the maximum amount then available to be drawn under the Existing Bilateral Letters of Credit plus (b) the Dollar Equivalent of the aggregate unreimbursed amounts owing to the Bilateral L/C Providers by the Borrower or any Restricted Subsidiary at such time in respect of drawings under the Existing Bilateral Letters of Credit.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between the Borrower or any Restricted Subsidiary and any Cash Management Bank.

“Secured Farm Credit Agreement Obligations” means the “Farm Credit Agreement Obligations” (as defined in the Pari Passu Intercreditor Agreement).

“Secured Hedge Agreement” means any Swap Contract permitted under Article VI or VII that is entered into by and between the Borrower or any Restricted Subsidiary and any Hedge Bank.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, the Bilateral L/C Providers, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“Significant Subsidiary” means, as at any date of determination, each Restricted Subsidiary, now existing or hereafter acquired or formed, if the revenues of such other Restricted Subsidiary plus the revenues of its Restricted Subsidiaries equal more than 5% of total revenues of the Borrower and its Restricted Subsidiaries for the most recently ended Measurement Period; provided that for purposes of calculating total revenues in determining Significant Subsidiaries, the revenues attributable to interests in Restricted Subsidiaries which interests are not owned (directly or indirectly) by the Borrower shall be excluded.

“Signing Date” means September 13, 2021, the date on which this Agreement is executed and delivered by the parties thereto.

“Similar Business” means any business engaged or proposed to be engaged in by the Borrower or any of its Restricted Subsidiaries on the Amendment No. 3 Effective Date and any business or other activities that are similar, ancillary, complementary, incidental or related to, or an extension, development or expansion of, the businesses in which the Borrower and its Restricted Subsidiaries are engaged on the Amendment No. 3 Effective Date.

“SMBC” means Sumitomo Mitsui Banking Corporation.

“SMBC Bilateral Letter of Credit” means each letter of credit (or similar instrument) issued under, and subject to, the SMBC Reimbursement Agreement; provided that the aggregate face amount of all SMBC Bilateral Letters of Credit shall not exceed $50,000,000 at any time (including after giving effect to any automatic increases).

“SMBC Reimbursement Agreement” means that certain Reimbursement Agreement, dated on or about the Amendment No. 3 Effective Date, by and between the Borrower and SMBC.

“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

“SOFR Adjustment” means 0.10% (10 basis points).

“Solvent” and “Solvency” means, on any date of determination, that on such date (a) the sum of the liabilities (including contingent liabilities) of the Borrower and its Restricted Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, (b) the fair value of the property of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the total amount of liabilities (including contingent liabilities) of the Borrower and its Restricted Subsidiaries, on a consolidated basis, (c) the capital of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on such date; (d) the Borrower and its Restricted Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debts as they become due (whether at maturity or otherwise). The amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that would reasonably be expected to become an actual or matured liability.

“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“Specified Account” means the escrow account maintained with PNC Bank, National Association, provided for under the Specified Account Agreement.

“Specified Account Agreement” means that certain Amended and Restated Escrow Agreement, dated as of the Amendment No. 3 Effective Date, by and among PNC Bank, National Association, a national banking association, as escrow agent, the Borrower, the Administrative Agent, and the Farm Credit Agreement Agent, which, among other things, (x) provides that (1) prior to the Covenant Adjustment Date, release of funds (other than funds in excess of $60,000,000 as described in the definition of “Specified Account Property”) from the Specified Account shall be only for the following purposes: (i) payment of the Specified Disclosed Litigation Payable Amount or (ii) payment of the Specified Disclosed Litigation Settlement Amount (provided that such release of funds shall be subject to receipt by the Administrative Agent of an officer’s certificate signed by a Responsible Officer of the Borrower certifying that such funds will be used for the purpose set forth in the preceding clause (i) or (ii) promptly following the release of such funds from the Specified Account) and (2) on and after the Covenant Adjustment Date, any funds remaining in the Specified Account may be withdrawn from the Specified Account and returned to the Borrower (provided that such release of funds shall be subject to receipt by the Administrative Agent of an officer’s certificate signed by a Responsible Officer of the Borrower certifying that the Covenant Adjustment Date has occurred) and (y) establishes the Administrative Agent’s control (within the meaning of the UCC) with respect to the Specified Account Property.

“Specified Account Property” means the Specified Account and the deposits, funds, securities or other property credited to the Specified Account plus all interest, dividends and other distributions and payments on any of the foregoing received or receivable by the applicable depository bank, escrow agent, or similar agent, together with all proceeds of any of the foregoing, in each case, from time to time held in the Specified Account; provided that, at any time that the value of the Specified Account Property shall exceed $60,000,000, any such excess may be withdrawn from the Specified Account and returned to the Borrower and the Specified Account Agreement shall explicitly permit such withdrawal.

“Specified Default” means an Event of Default arising under either or both of Sections 8.01(a) or 8.01(f).

“Specified Disclosed Litigation” means the Brazilian tax matter described in Note 10 to the Borrower’s unaudited financial statements for the six months ended June 30, 2021.

“Specified Disclosed Litigation Payable Amount” has the meaning specified in the definition of “Covenant Adjustment Date.”

“Specified Disclosed Litigation Settlement Amount” has the meaning specified in the definition of “Covenant Adjustment Date.”

“Specified Incremental Term B Loans” means Incremental Term B Loans of any Class (and any Permitted Refinancing Term Loans relating thereto) for which the Borrower shall have agreed, in the documentation with respect thereto, that such Incremental Term B Loans (or any Permitted Refinancing Term Loans relating thereto, as applicable) have the benefit of the Financial Covenants.

“Specified Loan Party” means (i) any Loan Party organized under the Laws of Brazil and (ii) any Loan Party organized under the laws of a jurisdiction that is not a jurisdiction in which any Loan Party as of the Amendment No. 3 Effective Date is organized and pursuant to the Agreed Guarantee and Security Principles is not required to pledge substantially all of its assets (subject to exclusions substantially consistent with Excluded Assets) other than Equity Interests of its Subsidiaries.

“Specified Representations” means the representations and warranties of the Borrower and the Guarantors set forth in Sections 5.01(a) (but only with respect to due organization and valid existence), 5.01(b)(ii) (but solely to the extent related to power and authority to execute, deliver and perform the Loan Documents), 5.02 (other than part (b) or (c) thereof and limited to the entry into the Loan Documents, the Borrowings hereunder, and the granting of Guarantees and Liens in the Collateral to secure the Obligations), 5.04, 5.07 (but only to the extent a Default of Event of Default would result from a breach of Section 7.16 or 7.17), 5.14, 5.18 and 5.23 (but only to the extent related to the creation, validity and (solely with respect to Liens in assets with respect to which a Lien may be perfected by filing of a UCC financing statement under the Uniform Commercial Code or filing of a security agreement with the United States Copyright Office or the United States Patent and Trademark Office) perfection of Liens) of this Agreement.

“Specified Restricted Payments” has the meaning specified in Section 7.06.

“Specified Transaction” means any Incurrence or repayment, repurchase, redemption, satisfaction and discharge, defeasance or other acquisition, retirement or discharge of Indebtedness (excluding Indebtedness Incurred for working capital purposes other than pursuant to this Agreement) or Disqualified Stock or Preferred Stock, any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any acquisition or any Asset Sale or other disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary, any investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person by the Borrower or a Restricted Subsidiary, any disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, the cessation of the operations of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise or any material restructuring of the Borrower or other event that by the terms of this Agreement requires “pro forma compliance” with a test or covenant thereunder or requires or permits a test or covenant to be calculated on a “pro forma basis” or to be given “pro forma effect.” “Specified Transaction” shall also include any Investment or Asset Sale made by any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of any applicable Measurement Period.

“Spin-Off” means the distribution by IP to its stockholders of approximately 80.1% of the outstanding shares of common stock of the Borrower. The Spin-Off was consummated on the Spin-Off Date.

“Spin-Off Date” means the date of consummation of the Spin-Off, which was September 29, 2021.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Borrower or any Restricted Subsidiary which the Borrower has determined in good faith to be customary in a Factoring Transaction or a Receivables Financing including those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Sterling” and “£” mean the lawful currency of the United Kingdom.

“Subordinated Indebtedness” means (a) with respect to the Borrower, any Indebtedness of the Borrower which is by its terms expressly subordinated in right of payment to the Obligations, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms expressly subordinated in right of payment to its Guaranty.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled (as determined in accordance with GAAP), directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Designation” has the meaning specified in Section 6.18.

“Successful Completion Threshold” means the applicable “Successful Completion Threshold” set forth in Schedule 2.18(b).

“Successor Rate” has the meaning specified in Section 3.03(c).

“Sustainability Commitment Fee Adjustment” means, with respect to any KPI Metrics Report, for any period between Sustainability Pricing Adjustment Dates, the sum of (a) 0.50 basis points for each KPI Metric which meets or exceeds the Successful Completion Threshold as set forth in the KPI Metrics Report for the relevant calendar year, minus (b) 0.50 basis points for each KPI Metric which fails to meet the Partially Successful Completion Threshold as set forth in the KPI Metrics Report for the relevant calendar year.

“Sustainability Performance Targets” means, for any calendar year, with respect to (a) GHG Emissions, for any given calendar year, the cumulative percentage reduction of the sum of the GHG Emissions for such calendar year, relative to the sum of the GHG Emissions for calendar year 2019 as reported in Schedule 2.18(a), (b) with respect to the Water Use Intensity, for any given calendar year, the cumulative percentage reduction of the Water Use Intensity relative to the Water Use Intensity for calendar year 2019 as reported in Schedule 2.18(a), (c) with respect to the Management and Leadership Positions Held By Women, the proportion of Management and Leadership Positions Held By Women, in each case of clauses (a), (b) and (c), set forth on Schedule 2.18(b); provided that, in each case, if Borrower subsequently issues a sustainability-linked debt instrument linked to the same KPI Metric and with an observation date for such calendar year, but with a higher percentage of Management and Leadership Positions Held by Women or reduction in GHG Emissions or Water Use Intensity, as the case may be, the relevant Sustainability Performance Target shall be automatically adjusted upward to equal the percentage of Management and Leadership Positions Held by Women or reduction in GHG Emissions or Water Use Intensity, as applicable, required by such subsequent sustainability-linked debt instrument.

“Sustainability Pricing Adjustment Date” has the meaning specified in Section 2.18(a).

“Sustainability Pricing Certificate” means a Sustainability Pricing Certificate delivered in connection with Section 2.18 and substantially in the form of Exhibit L.

“Sustainability Pricing Certificate Inaccuracy” has the meaning specified in Section 2.18(d).

“Sustainability Pricing Certificate Inaccuracy Payment Date” has the meaning specified in Section 2.18(e).

“Sustainability Rate Adjustment” means, with respect to any KPI Metrics Report, for any period between Sustainability Pricing Adjustment Dates, the sum of (a) 1.666 basis points for each KPI Metric which meets or exceeds the Successful Completion Threshold as set forth in the KPI Metrics Report for the relevant calendar year, minus (b) 1.666 basis points for each KPI Metric which fails to meet the Partially Successful Completion Threshold as set forth in the KPI Metrics Report for the relevant calendar year.

“Sustainability Recalculation Transaction” means any acquisition, disposition, merger or similar transaction or series of related transactions consummated by Borrower or any of its Restricted Subsidiaries whereby, as a result of the consummation of such transaction or series of related transactions, Borrower and its Restricted Subsidiaries’ GHG Emissions or Water Use Intensity would reasonably be expected to be increased or decreased by 5.00% or more as compared to Borrower and its Restricted Subsidiaries’ GHG Emissions or Water Use Intensity immediately prior to the consummation of such transaction, as determined in good faith by Borrower.

“Sustainability Report” means the annual environmental, social and governance report publicly reported by the Borrower and published on an Internet or intranet website to which each Lender, the Sustainability Structuring Agent and the Administrative Agent have been granted access free of charge (or at the expense of the Borrower).

“Sustainability Resignation Effective Date” has the meaning specified in Section 2.18(h)(i).

“Sustainability Structuring Agent” means SMBC, in its capacity as Sustainability Structuring Agent.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Sweden” means the Kingdom of Sweden.

“Swedish Bankruptcy Act” has the meaning set forth in Section 1.14(a)(i).

“Swedish Company Reorganisation Act” has the meaning set forth in Section 1.14(a)(i).

“Swedish Companies Act” means the Swedish Companies Act (Sw. aktiebolagslag (2005:551)) (or its equivalent from time to time).

“Swedish Law Collateral Document” means each Collateral Document governed by Swedish law and/or any other agreements, instruments or documents governed by Swedish law or perfected pursuant to Swedish law that creates or purports to create a Lien to secure the Obligations in favor of the Secured Parties, including the Swedish Law Amendment No. 3 Collateral Documents.

“Swedish Loan Party” means any Loan Party incorporated in Sweden.

“Swedish Law Amendment No. 3 Collateral Documents” means the Swedish law governed agreements set forth in Schedule 1.01(d) and delivered in connection with Amendment No. 3.

“Swedish Terms” means the principles set forth in Section 1.14.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Syndication Agent” means PNC Bank, National Association.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system.

“TARGET Day” means any day on which T2 is open for the settlement of payments in Euro.

“Tax Matters Agreement” means the Tax Matters Agreement, to be dated on or before the Spin-Off Date, between IP and the Borrower, which shall be no less favorable in any material respect to the rights or interests of the Lenders than the form attached to the Form 10, which, among other matters, governs the allocation of liabilities in connection with the Specified Disclosed Litigation.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A Borrowing” means a borrowing consisting of simultaneous Term A Loans of the same Type and Class and, in the case of Term SOFR Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(d).

“Term A Commitment” means, as to each Term A Lender, its obligation to make Term A Loans to the Borrower pursuant to Section 2.01(d) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or opposite such caption in the Assignment and Assumption or other documentation pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Term A Commitments of all Term A Lenders on the Amendment No. 3 Effective Date is $225,000,000.

“Term A Facility” means, at any time, (a) prior to the funding on the Amendment No. 3 Effective Date, the aggregate amount of the Term A Commitments at such time and (b) thereafter, the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time. The Term A Facility shall be denominated in Dollars.

“Term A Lender” means at any time any Lender that has a Term A Commitment or that holds Term A Loans at such time.

“Term A Loan” means an advance made by any Term A Lender under the Term A Facility.

“Term A Loan Increase” has the meaning specified in Section 2.14(a).

“Term A Note” means a promissory note made by the Borrower in favor of a Term A Lender, evidencing Term A Loans made by such Term A Lender, substantially in the form of Exhibit C-4.

“Term Borrowing” means a borrowing of Term Loans of the same Type and Class.

“Term Commitment” means a Term A Commitment and any other Class of commitments for term loans established pursuant to a Credit Extension Amendment.

“Term Facilities” means, at any time, the Term A Facility and any other Class of Term Loans or Term Commitments established pursuant to a Credit Extension Amendment.

“Term Loan” means a Term A Loan, an Incremental Term Loan (or an extended Incremental Term Loan), a Permitted Refinancing Term Loan or an Extended Term A Loan.

“Term Loan Increases” has the meaning specified in Section 2.14(a).

“Term SOFR” means: (a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that, if the Term SOFR Screen Rate is not published prior to 11:00 a.m. on such determination date, then Term SOFR

shall mean the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; in each case, plus the SOFR Adjustment for such Interest Period; and (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; plus the SOFR Adjustment for such term; provided that if Term SOFR determined in accordance with either of the foregoing clause (a) or clause (b) would otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.

“Term SOFR Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR, Term SOFR or any proposed Term SOFR Successor Rate, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Term SOFR Loan” means a Revolving Credit Loan or a Term Loan that bears interest based clause (a) of the definition of “Term SOFR”. All Term SOFR Loans shall be denominated in Dollars.

“Term SOFR Replacement Date” has the meaning specified in Section 3.03(b).

“Term SOFR Scheduled Unavailability Date” has the meaning specified in Section 3.03(b)(ii).

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator reasonably satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be reasonably designated by the Administrative Agent from time to time).

“Term SOFR Successor Rate” has the meaning specified in Section 3.03(b).

“Threshold Amount” means $75,000,000.

“Total Assets” means the total assets of the Borrower and its Restricted Subsidiaries, as shown on the consolidated balance sheet of the Borrower as of the most recently completed fiscal quarter.

“Total Credit Exposure” means, as to any Lender at any time, the aggregate amount of Total Revolving Credit Exposure and Total Term A Loan Exposure of such Lender.

“Total Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the unused Revolving Credit Commitments and the Revolving Credit Exposure of such Revolving Credit Lender at such time.

“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations under the Revolving Credit Facility.

“Total Term A Loan Exposure” means, as to any Term A Lender at any time, the unused Term A Commitments (if any) and the Outstanding Amount of all Term A Loans of such Term A Lender at such time.

“Trade Date” has the meaning specified in Section 10.06(g)(i).

“Type” means, with respect to a Loan, its character as a Base Rate Loan, an Alternative Currency Term Rate Loan or a Term SOFR Loan.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“United States” and “U.S.” mean the United States of America.

“Unpaid Amount” has the meaning specified in Section 7.06(b)(ii)(C).

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unrestricted Cash” means any cash of such Person that is (x) not classified (or required to be classified) as “restricted” on a consolidated balance sheet of such Person as determined in accordance with GAAP and (y) not subject to any Lien (other than Permitted Liens) in favor of any Person other than the Administrative Agent for the benefit of the Secured Parties.

“Unrestricted Subsidiary” means (a) as of the Amendment No. 3 Effective Date, any Subsidiary indicated as such on Schedule 5.13(a) and (b) any Subsidiary designated by the Borrower as an Unrestricted Subsidiary in accordance with Section 6.18, in either case, until such time that any such Subsidiary is re-designated as a Restricted Subsidiary in accordance with Section 6.18.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Security and Pledge Agreement” means that certain U.S. Security and Pledge Agreement, dated as of the Initial Funding Date, by the Borrower and the Guarantors party thereto to the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit K, as supplemented or joined from time to time by the execution and delivery of supplements and joinders as provided therein or as otherwise reasonably acceptable to the Administrative Agent.

“U.S. Special Resolution Regime” has the meaning specified in Section 10.22.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).

“Voting Participant” has the meaning specified in Section 10.06(d).

“Voting Participant Notice” has the meaning specified in Section 10.06(d).

“Voting Stock” of any Person as of any date means the Equity Interests of such Person that is at the time entitled to vote (without regard to the occurrence of any contingency) in the election of the Board of Directors of such Person.

“Water Use Intensity” means, for a given calendar year, the total volume of water in cubic meters withdrawn from surface water and groundwater sources divided by the total production of sellable pulp and paper in metric tons produced.

“Wholly-Owned Restricted Subsidiary” means any Wholly-Owned Subsidiary that is a Restricted Subsidiary.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Equity Interests or other ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d) Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100%

of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded and (ii) the Borrower and its Subsidiaries shall not be required to report on their consolidated balance sheet or otherwise include as Indebtedness hereunder at any date any lease of the Borrower or any Subsidiary that as of the Signing Date is (or if such lease were in effect on December 31, 2017, would be) an operating lease, irrespective of any change in lease accounting standards under GAAP occurring after the Signing Date.

(b) Changes in GAAP. If at any time any change in GAAP (including the adoption of International Financial Reporting Standards) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(i) For purposes of calculating the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio and the Consolidated Senior Secured Leverage Ratio, each Specified Transaction and the following transactions in connection therewith (to the extent applicable) and not for other purposes (including pricing) shall be deemed to have occurred as of the first day of the Measurement Period: (a) historical income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such Specified Transaction, (i) in the case of a disposition of all or substantially all Equity Interests in any Restricted Subsidiary or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries or a designation of a Subsidiary as an Unrestricted Subsidiary, shall be excluded, and (ii) in the case of a purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person or a designation of a Subsidiary as a Restricted Subsidiary, shall be included, (b) any repayment, repurchase, retirement, redemption, satisfaction, and discharge or defeasance of Indebtedness, Disqualified Stock or Preferred Stock, and (c) any Indebtedness Incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination (taking into account any hedging obligations applicable to such Indebtedness if such hedging obligation has a remaining term in excess of 12 months). If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.03(c), then the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio and the Consolidated Senior Secured Leverage Ratio, shall be calculated to give pro forma effect thereto in accordance with this Section 1.03(c).

(ii) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer and in a manner reasonably acceptable to the Administrative Agent.

(iii) In connection with any Limited Condition Transaction and any related transactions (including any financing thereof), at the Borrower’s election, (a) compliance with any requirement relating to the absence of a Default or an Event of Default may be determined as of the date (the “LCT Determination Date”) (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and not as of any later date as would otherwise be required under this Agreement, and (b) any calculation of the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio or any other financial measure, or any amount based on Total Assets, Consolidated EBITDA or a percentage of Total Assets or Consolidated EBITDA, or any other determination under any basket or ratio under this Agreement, or any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement, may be made as of the LCT Determination Date and, to the extent so made, will not be required to be made at any later date as would otherwise be required under this Agreement; provided that (1) the determinations in clauses (a) and (b) above shall give Pro Forma Effect to such Limited Condition Transaction and any related transactions (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) and (2) compliance with such ratios, baskets or amounts (and any related requirements and conditions) shall not be determined or tested at any time after the LCT Determination Date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof). For purposes of determining compliance with any ratio, basket or amount on the LCT Determination Date, Consolidated Interest Expense for purposes of the Consolidated Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Borrower in good faith, which determination shall be conclusive. For the avoidance of doubt, if the Borrower makes such an election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Determination Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates, in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower makes such an election, any subsequent calculation of any such ratio, basket or amount (unless the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction (in the case of an acquisition or Investment) is terminated or expires without its consummation or such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment is revoked or expires

without consummation) shall be calculated both (1) giving Pro Forma Effect to such Limited Condition Transaction and any related transactions (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) and (2) assuming such Limited Condition Transaction and any related transactions (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) have not been consummated.

(d) Notwithstanding anything to the contrary contained in Section 1.03(a), Section 1.03(b) or in the definition of “Capitalized Leases,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Exchange Rates; Currency Equivalents.

(a) The Administrative Agent or the Alternative Currency L/C Issuer, as applicable, shall determine the Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of each Revaluation Date and shall be the Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the Alternative Currency L/C Issuer, as applicable.

(b) Wherever in this Agreement in connection with a Revolving Credit Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Revolving Credit Borrowing, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Alternative Currency L/C Issuer, as the case may be.

1.06 Additional Alternative Currencies.

(a) The Borrower may from time to time request that Revolving Credit Loans be made and/or Letters of Credit be issued under the Revolving Credit Facility in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Revolving Credit Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Credit Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Alternative Currency L/C Issuer.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 15 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the Alternative Currency L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Revolving Credit Loans, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Alternative Currency L/C Issuer thereof. Each Revolving Credit Lender (in the case of any such request pertaining to Revolving Credit Loans) or the Alternative Currency L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Revolving Credit Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by a Revolving Credit Lender or the Alternative Currency L/C Issuer, as the case may be, to respond to such request within the time period specified in Section 1.06(b) shall be deemed to be a refusal by such Revolving Credit Lender or the Alternative Currency L/C Issuer, as the case may be, to permit Revolving Credit Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Revolving Credit Lenders consent to making Revolving Credit Loans in such requested currency, the Administrative Agent shall so notify the Borrower and (i) such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Revolving Credit Borrowings of Alternative Currency Loans, and (ii) the Administrative Agent and the Borrower may amend this Agreement to add such currency as an Alternative Currency for Revolving Credit Loans, which amendment may include any additional interest rate (and applicable adjustments, if any) to be applicable to such currency and such other changes to the technical, administrative or operational provisions of this Agreement deemed reasonably necessary by the Administrative Agent to add such currency as an Alternative Currency for Revolving Credit Loans; and if the Administrative Agent and the Alternative Currency L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.

1.07 Change of Currency.

(a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Revolving Credit Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Revolving Credit Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.08 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.09 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.10 Certain Calculations and Tests. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of the same section of any Loan Document that does not require compliance with a financial ratio or test (including pro forma compliance with the Financial Covenants (any such amounts, the “Fixed Amounts”)) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of the same section of any Loan Document that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that, for purposes of this Agreement, the Fixed Amounts under such section shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection with such substantially concurrent incurrence.

1.11 Interest Rates; Licensing.

(a) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including any Term SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Term SOFR Conforming Changes or any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including any Term SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or

services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including any Term SOFR Successor Rate or any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

(b) By agreeing to make Credit Extensions under this Agreement, each Lender is confirming that it has all licenses, permits and approvals necessary for use of the reference rates referred to in this Agreement and that such Lender will do all things necessary to comply, preserve, renew and keep in full force and effect such licenses, permits and approvals.

1.12 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

1.13 Luxembourgish Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) Where it relates to a person incorporated or having its “centre of main interests” (as that term is used in Article 3(1) of the COMI Regulation) in the Grand Duchy of Luxembourg (“Luxembourg”), a reference to:

(i) such person “failing to pay its debts” includes that person being in a state of cessation of payments (cessation de paiements);

(ii) a person being “insolvent” includes that person being in a state of cessation of payments (cessation de paiements) and having lost its credit worthiness (ébranlement du crédit);

(iii) such person’s “organization documents” includes its (restated) articles of association (statuts (coordonnés));

(iv) a “director”, “manager” or “officer” of such person includes a director (administrateur) or a manager (gérant);

(v) a “liquidator”, “rehabilitator” or “receiver” or other similar officer includes a supervisory judge (juge-commissaire), a bankruptcy administrator (curateur), a liquidator (liquidateur), a curator (commissaire), an investigating judge (juge délégué), mandataire de justice or administrateur provisoire, or any other person performing the same function of each of the foregoing pursuant to any insolvency or similar proceedings;

(vi) “proceedings under any Debtor Relief Law”, a “bankruptcy”, “insolvency”, “moratorium” or “dissolution” or similar proceedings includes a bankruptcy (faillite), voluntary or judicial liquidation (liquidation volontaire ou judiciare), administrative dissolution without liquidation (dissolution administrative sans liquidation), a moratorium or reprieve from payment (sursis de paiement), general settlement with creditors, judicial reorganization (réorganisation judiciaire), reorganisation by amicable agreement (réorganisation paraccord amiable) or similar laws affecting the rights of creditors generally under Luxembourg law and shall be construed so as to include any equivalent or analogous liquidation or reorganisation proceedings; and

(vii) commencing negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness includes any negotiations conducted in order to reach an amicable agreement (accord amiable).

(b) A reference in a Loan Document to:

(i) an “attachment” includes an executory attachment (saisie exécutoire) or a conservatory attachment (saisie conservatoire);

(ii) a “Lien” includes any hypothèque, nantissement, gage, privilège, accord de transfert de propriété à titre de garantie, gage sur fonds de commerce, sûreté réelle, droit de rétention and any type of real security or agreement or arrangement having a similar effect; and

(iii) a “set-off” or similar action includes, for the purposes of Luxembourg law, legal set-off.

1.14 Swedish Terms. Notwithstanding any other provision of the Pari Passu Intercreditor Agreement, this Agreement or any other Loan Document and/or any exhibit or schedule thereto, the following Swedish Terms shall apply in relation to the terms and conditions set forth under the Pari Passu Intercreditor Agreement, this Agreement and any of the other Loan Documents (the “Swedish Terms”); it being understood and agreed that the Swedish Terms shall always prevail in the case of a conflict between the Swedish Terms and the terms of the Pari Passu Intercreditor Agreement, this Agreement and/or any other Loan Document, notwithstanding the terms and conditions of the Pari Passu Intercreditor Agreement, this Agreement and/or such other Loan Document and regardless of whether any reference is made to, or qualification is made in relation to, the Swedish Terms therein.

(a) With reference to this Agreement and each other Loan Document, where it relates to a Swedish Person, a reference to:

(i) (i) “a compromise” or an arrangement with any creditor includes (A) any write-down of debt or debt settlement (Sw. skulduppgörelse) following from any procedure of företagsrekonstruktion under the Swedish company reorganisation act (Sw. Lag om företagsrekonstruktion (2022:964)) (the “Swedish Company Reorganisation Act”), or (B) any write-down of debt in bankruptcy (Sw. ackord i konkurs) under the Swedish Bankruptcy Act (Sw. Konkurslag (1987:672)) (the “Swedish Bankruptcy Act”);

(ii) a compulsory manager, receiver, administrative receiver, administrator, liquidator or trustee includes (A) rekonstruktör under the Swedish Company Reorganisation Act, (B) konkursförvaltare under the Swedish Bankruptcy Act, or (C) likvidator under the Swedish Companies Act;

(iii) a guarantee includes any garanti under Swedish law which is independent from the debt to which it relates and any xxxxxx under Swedish law which is accessory to or dependent on the debt to which it relates;

(iv) a merger or consolidation or amalgamation includes any fusion implemented in accordance with Chapter 23 of the Swedish Companies Act and any demerger (Sw. delning) includes any fission implemented in accordance with Chapter 24 of the Swedish Companies Act;

(v) “a winding-up”, “liquidation” or “dissolution” includes a “frivillig likvidation” or “tvångslikvidation” under Chapter 25 of the Swedish Companies Act, a bankruptcy includes a “konkurs” under the Swedish Bankruptcy and a reorganization includes a “företagsrekonstruktion” under the Swedish Company Reorganisation Act; and

(vi) an insolvency includes such entity being subject to “konkurs” under the Swedish Bankruptcy Act, “företagsrekonstruktion” under the Swedish Company Reorganisation Act or “tvångslikvidation” under Chapter 25 of the Swedish Companies Act.

(b) Any obligation, representation, undertaking and/or liability of a Swedish Loan Party under this Agreement and/or any other Loan Document in respect of or in relation to, but not limited to, any borrowing, guaranty, guarantee, security, subordination, subrogation, indemnity, payment, repayment, pre-payment, reimbursement or compensation obligation, liability, obligation, waiver of any rights, deemed consent, release of any rights or liabilities, obligation to pay any fees or costs and/or any other obligation or liability of itself or its subsidiaries or parent and/or parent’s subsidiaries or any other entity and any release transfer or other action in connection with a distressed disposal shall be limited, if (and only if) required by the provisions of the Swedish Companies Act regulating distribution of assets (Chapter 17, Sections 1-4) (or their equivalents from time to time) and unlawful loans, security, guarantees and financial assistance (Chapter 21, Sections 1-5) (or their equivalent from time to time) and it is understood and agreed that the obligations, representations, undertakings and liabilities of each Swedish Loan Party under this Agreement and any other Loan Documents and the terms and conditions of the Loan Documents shall only apply to the extent permitted by the above mentioned provisions of the Swedish Companies Act.

(c) For the avoidance of doubt, any obligation of a Swedish Loan Party as a joint and several Guarantor shall be subject to the limitations set out in Section 1.14(b).

(d) Any Collateral granted under a Swedish Law Collateral Document will be a reference to such Collateral granted to the Secured Parties represented by the Administrative Agent (acting as collateral agent under such Swedish Law Collateral Document).

(e) Any obligation for any entity incorporated in Sweden to act as trustee on behalf of another party shall be an obligation to act as agent and the obligation to hold assets on trust on behalf of another party shall be an obligation not to hold such assets on trust but to hold such assets as agent for that party.

(f) Any merger in respect of an entity which will be absorbed and the shares of which constitute Collateral under a Swedish Law Collateral Document shall always be subject to the prior written consent of the Administrative Agent (acting in its sole discretion). Each Secured Party hereby authorizes the Administrative Agent to give consent promptly on its behalf where such merger is not prohibited under the terms of the Loan Documents, without notification or further reference to the Secured Parties.

(g) Notwithstanding anything to the contrary in this Agreement, the Pari Passu Intercreditor Agreement and any other Loan Document, the release of any Collateral under or otherwise subject to any Swedish Law Collateral Document (and any permission provided for any disposal, reorganization, merger or similar action relating to any asset which is subject to such Swedish Law Collateral Document) shall always be subject to the prior written consent of the Administrative Agent in its capacity as “collateral agent” (such consent to be given on a case by case basis, at the sole discretion of the Administrative Agent) other than upon the occurrence of the Facility Termination Date. Each Secured Party irrevocably authorizes the Administrative Agent to release such Collateral at its discretion without notification or further reference to the Secured Parties.

(h) If any Swedish Loan Party (the “Obligated Party”) is required to hold an amount on trust on behalf of another party (the “Beneficiary”), the Obligated Party shall hold such money as agent for the Beneficiary on a separate account in accordance with the Swedish Funds Accounting Act (Sw. lag 1944:181 om redovisningsmedel) (as amended) and shall promptly pay or transfer the same to the Beneficiary or as the Beneficiary may direct.

(i) Each party to this Agreement agrees that any transfer by novation in accordance with the Loan Documents shall in each case, in relation to any Swedish Law Collateral Document, take effect as an assignment and assumption and/or transfer (Sw. överlåtelse) of such security interests.

(j) Each transfer and/or assignment by a Lender shall include a proportionate part of the security interests granted under the relevant Swedish Law Collateral Documents, together with a proportionate interest in the relevant Swedish Law Collateral Documents.

(k) In relation to this Agreement and any other Loan Document, any winding-up, insolvency, bankruptcy proceeding or similar arrangement involving an entity incorporated in Sweden will always be subject to Swedish law and in particular to but not limited to the procedure set forth in the Swedish Bankruptcy Act, the Swedish Company Reorganisation Act and the Swedish Companies Act.

(l) The circumstance or fact that no specific reference is made to or qualification is made in respect of the Swedish Terms in a Loan Document shall not mean that the Swedish Terms do not apply and override, the Swedish Terms shall always override and no statement or reference in any Loan Document that a provision or term shall apply notwithstanding any other provision shall apply in relation to the Swedish Terms.

ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 The Loans.

(a) [Reserved].

(b) [Reserved].

(c) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period for the Revolving Credit Facility, in an aggregate amount not to exceed at any time outstanding the amount of such Xxxxxx’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (iii) the Total Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving Credit Xxxxxx’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c). Revolving Credit Loans may be Base Rate Loans (if in Dollars only), Alternative Currency Term Rate Loans or Term SOFR Loans, as further provided herein.

(d) The Term A Borrowing. Subject to the terms and conditions set forth herein, each Term A Xxxxxx severally agrees to make a single loan in Dollars to the Borrower, on the Amendment No. 3 Effective Date, in an aggregate amount not to exceed such Term A Lender’s Term A Commitment; provided that each Term A Lender may make its Term A Loan to the Borrower on the Amendment No. 3 Effective Date (i) pursuant to the reallocation described in Section 1.1(b) of Amendment No. 3, (ii) by continuing all or any portion of its term loan outstanding under this Agreement immediately prior to the Amendment No. 3 Effective Date, and/or (iii) by advancing additional amounts constituting its Term A Loan (or any portion thereof) on the Amendment No. 3 Effective Date. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Term A Commitments. Amounts borrowed under this Section 2.01(d) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Term SOFR Loans as further provided herein.

2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Revolving Credit Borrowing, each Term A Borrowing, each conversion of Base Rate Loans to Term SOFR Loans, each conversion of Term SOFR Loans to Base Rate Loans, each continuation of Term SOFR Loans, and each continuation of Alternative Currency Term Rate Loans, in each case, shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (i) telephone, or (ii) a Committed Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days (or, in the case of a Committed Loan Notice for a Term A Borrowing, two Business Days) prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans, or of any conversion of Term SOFR Loans to Base Rate Loans, (B) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Alternative Currency Loans, and (C) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Alternative Currency Term Rate Loans or Term SOFR Loans, as applicable, having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Term SOFR Loans, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of

such Borrowing or continuation of Alternative Currency Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Term SOFR Loans, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing or continuation of Alternative Currency Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Alternative Currency Loans or Term SOFR Loans, as applicable, shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (1) whether the Borrower is requesting a Revolving Credit Borrowing, a Term A Borrowing, a conversion of Base Rate Loans to Term SOFR Loans, a conversion of Term SOFR Loans to Base Rate Loans, a continuation of Term SOFR Loans, or a continuation of Alternative Currency Term Rate Loans, as the case may be, (2) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (3) the principal amount of Loans to be borrowed, converted or continued, (4) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (5) if applicable, the duration of the Interest Period with respect thereto, and (6) the currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Revolving Credit Loan in a Committed Loan Notice then the applicable Revolving Credit Loans shall be made as Base Rate Loans and if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be continued as Alternative Currency Term Rate Loans or Term SOFR Loans, as appliable, in their original currency with an Interest Period of one month. If the Borrower fails to specify a Type of Term A Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term A Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Alternative Currency Term Rate Loans or Term SOFR Loans, as applicable, in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Term SOFR Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

(b) Following receipt of a Committed Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount (and currency) of its Applicable Percentage under the applicable Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans, in each case as described in the preceding subsection. In the case of a Revolving Credit Borrowing or a Term A Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Alternative Currency Loan, in each case on the Business Day specified in the applicable Committed

Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 of this Agreement (as in effect on the Signing Date)), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding under the Revolving Credit Facility, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, an Alternative Currency Term Rate Loan or a Term SOFR Loan, as applicable, may be continued or converted only on the last day of an Interest Period for such Alternative Currency Term Rate Loan or Term SOFR Loan, as applicable. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Alternative Currency Term Rate Loans or Term SOFR Loans, as applicable (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Alternative Currency Loans be prepaid, or re-denominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Alternative Currency Term Rate Loans or Term SOFR Loans, as applicable, upon determination of such interest rate.

(e) After giving effect to all Borrowings, all conversions of Loans from one Type to another Type, and all continuations of Loans as the same Type, there shall not be more than an aggregate of 15 Interest Periods in effect hereunder.

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (x) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (I) from time to time on any Business Day during the period from the Initial Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of any Permitted L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (II) to honor drawings under the Letters of Credit; and (y) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued under the applicable Facility for the account of any Permitted L/C Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension, (1) the

Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (2) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (3) the Outstanding Amount of L/C Obligations shall not exceed the Letter of Credit Sublimit, (4) the Total Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, and (5) unless agreed to by the applicable L/C Issuer, the aggregate amount available to be drawn under all Letters of Credit issued by the applicable L/C Issuer issuing such Letter of Credit shall not exceed such L/C Issuer’s Letter of Credit Commitment; provided, further, that notwithstanding anything to the contrary set forth herein, only the Alternative Currency L/C Issuer shall be permitted to issue Letters of Credit denominated in Alternative Currencies. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) No L/C Issuer shall issue any Letter of Credit if:

(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders and the applicable L/C Issuer have approved such expiry date; or

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and the applicable L/C Issuer have approved such expiry date or (y) on the date 95 days prior to the Letter of Credit Expiration Date, the Borrower shall have provided Cash Collateral for such Letter of Credit in an amount not less than the applicable Minimum Collateral Amount.

(iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Initial Funding Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Initial Funding Date and which such L/C Issuer in good xxxxx xxxxx material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Borrower and the applicable L/C Issuer, the Letter of Credit is in an initial stated amount less than the Dollar Equivalent of $100,000, in the case of a Commercial Letter of Credit, or the Dollar Equivalent of $500,000, in the case of a Financial Letter of Credit;

(D) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars (or an Alternative Currency, in the case of Letters of Credit to be issued by the Alternative Currency L/C Issuer);

(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuers shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Xxxxxxxx delivered to the applicable L/C Issuer chosen by Borrower to issue such Letter of Credit (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and

the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof (and if no currency is designated, such Letter of Credit shall be denominated in Dollars); (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; (H) [reserved]; (I) if such requested Letter of Credit is to be issued under the Revolving Credit Facility, whether such requested Letter of Credit will be a Financial Letter of Credit; (J) the Permitted L/C Party for whom such Letter of Credit is to be issued; and (K) such other matters as such L/C Issuer may require to issue such Letter of Credit. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as such L/C Issuer may require to amend such Letter of Credit. Additionally, Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.

(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Permitted L/C Party) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed

upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements under the Revolving Credit Facility; Funding of Participations under the Revolving Credit Facility.

(i) Upon receipt from the beneficiary of any Letter of Credit issued under the Revolving Credit Facility of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Alternative Currency L/C Issuer in such Alternative Currency, unless (A) the Alternative Currency L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Alternative Currency L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the Alternative Currency L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Alternative Currency L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 1:00 p.m. on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Alternative Currency L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date of payment by an L/C Issuer, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency; provided that if the Borrower receives notice of such payment after 1:00 p.m. on such Honor Date, the Borrower shall make such payment not later than 1:00 p.m. on the following Business Day. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Borrower, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum

denominated in the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the Alternative Currency L/C Issuer for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Borrower fails or elects not to reimburse the applicable L/C Issuer on such applicable payment date and at the applicable time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on such applicable payment date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). For the avoidance of doubt, no Default shall be deemed to occur solely as a result of an unreimbursed drawing being refinanced with a Revolving Credit Borrowing pursuant to this clause (i). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in Dollars.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit issued under the Revolving Credit Facility, interest in respect of such Xxxxxx’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of such L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit issued under the Revolving Credit Facility, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against such L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) [Reserved].

(e) Repayment of Participations.

(i) At any time after the applicable L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c) if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof in Dollars, as applicable, in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Revolving Credit Percentage on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(f) Obligations Absolute. The obligation of the Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) waiver by such L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of the Borrower or any waiver by such L/C Issuer which does not in fact materially prejudice the Borrower;

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi) any payment made by such L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

(vii) any payment by such L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(viii) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or

(ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.

(g) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuers shall be liable or responsible for any of the matters described in clauses (i) through (ix) of Section 2.03(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuers may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each Financial Letter of Credit and (ii) the rules of the UCP shall apply to each Commercial Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrower or any other Permitted L/C Party for, and no L/C Issuer’s rights and remedies against the Borrower or any other Permitted L/C Party shall be impaired by, any action or inaction of such L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage a Letter of Credit fee in Dollars for each Letter of Credit issued under the Revolving Credit Facility (the fee payable under such Facility, the “Letter of Credit Fees”) equal to the Applicable Rate for such Letter of Credit times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears; provided that with respect to Letters of Credit issued by an L/C Issuer that is not the Administrative Agent (or any Affiliate thereof), the Administrative Agent shall use its commercially reasonable efforts to provide Borrower with the Letter of Credit Fees due and payable on each such date with respect to such Letters of Credit, based on information provided by such L/C Issuers, and any discrepancies with respect thereto shall be adjusted on the next quarterly payment date. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees owing on Letters of Credit under the Revolving Credit Facility shall accrue at the Default Rate.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee in Dollars (i) with respect to each Commercial Letter of Credit issued by such L/C Issuer, at a rate per annum equal to 0.125% of the daily stated amount of such Letter of Credit, computed on the Dollar Equivalent amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a Commercial Letter of Credit issued by such L/C Issuer increasing the amount of such Letter of Credit, at a rate per annum equal to 0.125% of the daily stated amount of such Letter of Credit, computed on the Dollar Equivalent amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each Financial Letter of Credit issued by such L/C Issuer, at a rate per annum equal to 0.125%, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.

For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. In addition, the Borrower shall pay directly to each L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of each L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(l) Letters of Credit Issued for Permitted L/C Parties. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Permitted L/C Party other than the Borrower, the Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.

(m) Additional L/C Issuers. In addition to Bank of America, PNC Bank, National Association, CoBank and BNP Paribas, the Borrower may from time to time, with notice to the Revolving Credit Lenders and the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and the applicable Revolving Credit Lender being so appointed, appoint additional Revolving Credit Lenders to be L/C Issuers under the Revolving Credit Facility; provided that the total number of L/C Issuers under the Revolving Credit Facility at any time shall not exceed six Revolving Credit Lenders. Upon the appointment of a Lender as an L/C Issuer hereunder such Person shall become vested with all of the rights, powers, privileges and duties of an L/C Issuer hereunder. In connection with any such appointment, Schedule 1.01(b) shall be updated, and such update shall be provided to the Administrative Agent, to reflect the Letter of Credit Commitment of such additional L/C Issuer as agreed by such L/C Issuer and the Borrower; provided that in no event shall any L/C Issuer’s Letter of Credit Commitment be increased without its consent.

(n) Removal of L/C Issuers. The Borrower may at any time remove any Lender from its role as an L/C Issuer hereunder upon not less than 30 days’ prior notice to such L/C Issuer (or such shorter period of time as may be acceptable to such L/C Issuer); provided that such removed L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its removal as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Credit Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Without limiting the foregoing, upon the removal of a Revolving Credit Lender as an L/C Issuer hereunder, the Borrower may, or at the request of such removed L/C Issuer the Borrower shall use commercially reasonable efforts to, arrange for one or more of the other L/C Issuers to issue Letters of Credit hereunder in substitution for the Letters of Credit, if any, issued by such removed L/C Issuer and outstanding at the time of such removal, or make other arrangements reasonably satisfactory to the removed L/C Issuer to effectively cause another L/C Issuer to assume the obligations of the removed L/C Issuer with respect to any such Letters of Credit. In connection with any such removal, Schedule 1.01(b) shall be updated, and such update shall be provided to the Administrative Agent, to reflect the Letter of Credit Commitments of the L/C Issuers after giving effect to such removal; provided that in no event shall any L/C Issuer’s Letter of Credit Commitment be increased without its consent.

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(o) Reporting of Letter of Credit Information. At any time that any Lender other than the Person serving as the Administrative Agent is an L/C Issuer, then (i) on the last Business Day of each calendar month, (ii) on each date that a Letter of Credit is amended, terminated or otherwise expires, (iii) on each date that an L/C Credit Extension occurs with respect to any Letter of Credit, and (iv) upon the request of the Administrative Agent, each L/C Issuer (or, in the case of clause (ii), (iii) or (iv), the applicable L/C Issuer) shall deliver to the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information (including any reimbursement, Cash Collateral, or termination in respect of Letters of Credit issued by such L/C Issuer) with respect to each Letter of Credit issued by such L/C Issuer that is outstanding hereunder. No failure on the part of any L/C Issuer to provide such information pursuant to this Section 2.03(o) shall limit the obligation of the Borrower or any applicable Lender hereunder with respect to its reimbursement and participation obligations, respectively, pursuant to this Section 2.03. In addition, the Borrower and the relevant L/C Issuer shall notify the Administrative Agent if at any time the Letter of Credit Commitment of any L/C Issuer is changed (whether pursuant to Section 2.03(m) or (n), by agreement between the Borrower and such L/C Issuer, or otherwise), and such change shall be reflected in a revised Schedule 1.01(b).

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested

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borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from

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such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.

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(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05 Prepayments.

(a) Optional.

(i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and/or Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Term SOFR Loans, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility with respect to which Loans are being prepaid, the principal repayment installments to which such prepayment is to be applied and the Type(s) of Loans to be prepaid and, if Alternative Currency Term Rate Loans or Term SOFR Loans, as applicable, are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of an Alternative Currency Term Rate Loan or a Term SOFR Loan, as applicable, shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as the Borrower may direct under the applicable Class or Classes of Term Loans as the Borrower may direct (and in the absence of any direction, ratably to the Term Loans of each Class and in direct order of maturity to the remaining quarterly principal installments thereof). Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is conditioned upon the consummation of a new debt or equity financing or other transaction specified therein, such notice of prepayment may be revoked or delayed if such condition is not specified on the date specified in such notice; provided that Section 3.05 shall apply to any such revocation or delay.

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(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b) Mandatory.

(i) [Reserved].

(ii) Asset Sales. If the Borrower or any of its Restricted Subsidiaries disposes of any property (other than sales of inventory in the ordinary course of business) pursuant to Section 7.05(w) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts applied to the $50,000,000 threshold set forth in clause (iii) below) in the aggregate for the Net Cash Proceeds received from all such Asset Sales during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided that with respect to any Net Cash Proceeds realized under an Asset Sale described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Asset Sale), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital.

(iii) Extraordinary Receipts. Upon the occurrence of any Extraordinary Receipt with respect to the Borrower or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 (less any exclusion of prepayments from Net Cash Proceeds of Asset Sales applied to the $50,000,000 threshold set forth in clause (ii) above) in the aggregate for the Net Cash Proceeds received from all such Extraordinary Receipts during the immediately preceding twelve month period on the next Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided that, with respect to any Net Cash Proceeds realized

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under an Extraordinary Receipt described in this Section 2.05(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 45 days following the date of such Extraordinary Receipt), and so long as no Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or in any one or more businesses, assets or property or capital expenditures, in each case, used or useful in a similar business and permitted hereunder (provided that if such investment is in the form of the acquisition of Equity Interests of a Person, such person is or becomes a Restricted Subsidiary as a result of such acquisition) so long as (A) within 18 months after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed) and (B) if a definitive agreement to so reinvest has been executed within such 18-month period, then such reinvestment shall have been consummated within 6 months after such 18-month period (in each case, as certified by the Borrower in writing to the Administrative Agent); provided, further, that (i) any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iii) and (ii) the use of such proceeds for working capital shall not qualify as a permitted reinvestment hereunder except in the case of an acquisition of a Person or business that includes working capital.

(iv) Debt Issuances. Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of (A) any Permitted Credit Agreement Refinancing Indebtedness or (B) any other Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (other than Section 7.02(b)(xiv))), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on the next Business Day following receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (v) below or, with respect to Permitted Credit Agreement Refinancing Indebtedness, clause (x) below).

(v) Certain Applications. Each prepayment of Term Loans pursuant to clauses (ii), (iii) and (other than with respect to Permitted Credit Agreement Refinancing Indebtedness) (iv) of the foregoing provisions of this Section 2.05(b) shall be applied ratably to each Class of the Term Facilities (or, with respect to any Incremental Term Loans, as otherwise provided in the applicable Credit Extension Amendment) and (x) with respect to the Term A Facility, to the principal repayment installments thereof in direct order of maturity or as otherwise directed by the Borrower to the Administrative Agent and (y) with respect to any Incremental Term Loans, unless otherwise provided in the applicable Credit Extension Amendment establishing such Incremental Term Loans, to the principal repayment installments thereof in direct order of maturity or as otherwise directed in writing by the Borrower to the Administrative Agent. Subject to Section 2.17, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities; provided that with respect to any Net Cash Proceeds from any Asset Sale or Extraordinary Receipt, the Borrower may prepay Term Loans and prepay or purchase any Incremental Equivalent Debt that is secured by the Collateral on a pari passu basis with the Obligations (at a purchase price of no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Incremental Equivalent Debt as of the time of the applicable Asset Sale or Extraordinary Receipt.

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(vi) [Reserved].

(vii) If the Administrative Agent notifies the Borrower at any time that the Total Revolving Credit Outstandings (that are not Cash Collateralized by the Borrower) at such time exceed an amount equal to 100% of the Aggregate Revolving Credit Commitments then in effect, then, within five Business Days after receipt of notice of such excess, the Borrower shall prepay Revolving Credit Loans and/or Swing Line Loans and/or the Borrower shall Cash Collateralize the L/C Obligations under the Revolving Credit Facility in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings (that are not Cash Collateralized by the Borrower) as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Credit Commitments then in effect; provided, however, that, subject to the provisions of Section 2.16(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations under the Revolving Credit Facility pursuant to this Section 2.05(b)(vii) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.

(viii) If the Total Revolving Credit Outstandings denominated in Alternative Currencies (that are not Cash Collateralized by the Borrower) at such time exceed the Alternative Currency Sublimit, then, within five Business Days after receipt of notice from the Administrative Agent of such excess, the Borrower shall immediately prepay Revolving Credit Loans denominated in Alternative Currencies and/or the Borrower shall Cash Collateralize the L/C Obligations denominated in Alternative Currencies under the Revolving Credit Facility in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings denominated in Alternative Currencies (that are not Cash Collateralized by the Borrower) as of such date of payment to an amount not to exceed the Alternative Currency Sublimit; provided, however, that, subject to the provisions of Section 2.16(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations denominated in Alternative Currencies under the Revolving Credit Facility pursuant to this Section 2.05(b)(viii) unless after the prepayment in full of the Revolving Credit Loans denominated in Alternative Currencies the Total Revolving Credit Outstandings denominated in Alternative Currencies exceed the Alternative Currency Sublimit. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.

(ix) Notwithstanding anything to the contrary contained in Section 2.05(b)(ii), or (iii), to the extent attributable to an Asset Sale or Extraordinary Receipt by a Restricted Subsidiary that is a Foreign Subsidiary (or a Restricted Subsidiary of a Foreign Subsidiary), no prepayment (or a portion thereof) required under Section 2.05(b)(ii) or (iii) shall be made if the repatriation to the United States of any or all of the Net Cash Proceeds of any Asset Sales or Extraordinary Receipt by such Foreign Subsidiary (x) is prohibited or delayed by applicable local Laws or (y) would have a material adverse tax consequence (taking into account any foreign tax credit or other net benefit actually realized in

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connection with such repatriation that would not otherwise be realized), as determined by the Borrower in its sole discretion, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with Section 2.05(b)(ii) or (iii); provided that the preceding clause (x) shall apply to such amounts for so long, but only for so long, as the applicable local Laws will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local Laws, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local Laws and is not subject to the preceding clause (y), the portion of such Net Cash Proceeds so affected will then be required to be applied (net of additional taxes that would be payable or reserved against if such net cash proceeds were then repatriated) in compliance with Section 2.05(b)(ii) or (iii). Notwithstanding anything to the contrary contained in this Section 2.05, to the extent a Restricted Payment or other distribution to the Borrower is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other payment) in connection with such prepayment (or portion thereof), or otherwise in the case of the repatriation of all or any such amount to make such prepayment, no prepayment (or a portion thereof) required under Section 2.05(b)(ii) and (iii) shall be made if either of the Borrower or any Restricted Subsidiary determines in good faith that it would incur liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution or repatriation which Borrower, in its reasonable judgment, deems to be material; provided that the Borrower shall use commercially reasonable efforts to eliminate or reduce any such material adverse tax consequences to enable the repatriation to be made. Notwithstanding anything in the preceding two sentences to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof) required under Section 2.05(b), the Borrower shall make such prepayment in an amount equal to the lesser of (1) the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions and (2) the amount of cash and Cash Equivalents on hand at such time, in each case, less the amount by which the Net Cash Proceeds from the applicable Asset Sale were previously used for the permanent repayment of Indebtedness.

(x) Notwithstanding the foregoing, in the case of prepayments made pursuant to Section 2.05(b)(v) in respect of any Permitted Credit Agreement Refinancing Indebtedness, such prepayment shall be applied solely to those applicable Class of Term Loans or Revolving Credit Loans (or unused Revolving Credit Commitments) with respect to which such Permitted Credit Agreement Refinancing Indebtedness is being incurred.

(xi) Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Alternative Currency Term Rate Loans or Term SOFR Loans, as applicable, is required to be made under this Section 2.05, prior to the last date of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such Alternative Currency Term Rate Loan or Term SOFR Loan, as applicable, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit with the Administrative Agent the amount of any such prepayment otherwise required to be made hereunder until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any

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other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Such deposit shall constitute cash collateral for the Alternative Currency Term Rate Loans or Term SOFR Loans, as applicable, to be so prepaid; provided that the Borrower may at any time direct that such deposit be applied to make the applicable payment required to this Section 2.05, it being understood that interest shall continue to accrue on all such outstanding Loans until such time as payment is actually made.

(d) [Reserved].

(e) Other Applicable Debt. If at the time that any prepayment pursuant to Section 2.05(b) would be required, the Borrower is also required to offer to repurchase, defease or prepay Incremental Equivalent Debt, Ratio Debt, Indebtedness outstanding under the Farm Credit Agreement Documents or Indebtedness incurred pursuant to Section 7.02(b)(xiv) (in each case, to the extent secured by Liens on the assets giving rise to such prepayment on a pari passu basis with the Obligations), in each case pursuant to the terms of the documentation governing such Indebtedness, with Net Cash Proceeds (such Indebtedness required to be offered to be so repurchased, “Other Applicable Debt”), then the Borrower may apply such net proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (except to the extent a less than ratable payment is permitted or required to be made to the Incremental Term Loans (or extended Incremental Term Loans), Refinanced Term Loans or Extended Term A Loans pursuant to the Credit Extension Amendment) and Other Applicable Debt at such time; provided that the portion of such net proceeds allocated to the Other Applicable Debt shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(e) shall be reduced accordingly.

2.06 Termination or Reduction of Commitments.

(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings denominated in Alternative Currencies would exceed the Alternative Currency Sublimit, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Letters of Credit not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the

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Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (v) any notice of termination or reduction of the Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. Any reduction of any Commitments hereunder shall be applied to the applicable Class of Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, each partial reduction in the Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments (or as otherwise agreed among the Borrower and the L/C Issuers). All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall be paid on the effective date of such termination.

(b) Mandatory.

(i) [Reserved].

(ii) [Reserved].

(iii) The Term A Commitments shall automatically terminate upon the extension of the Term A Loans on the Amendment No. 3 Effective Date.

(iv) [Reserved].

(v) [Reserved].

2.07 Repayment of Loans.

(a) [Reserved].

(b) [Reserved].

(c) Term A Loans. On the last Business Day of each March, June, September and December, commencing on the last Business Day of the first full fiscal quarter after the Amendment No. 3 Effective Date, the Borrower shall repay to the Term A Lenders a principal amount of Term A Loans equal to 1.25% of the initial aggregate principal amount of the Term A Loans made on the Amendment No. 3 Effective Date pursuant to Section 2.01(d) (which principal amounts shall be reduced in each case as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05); provided that the final principal repayment installment of the Term A Loans shall be repaid on the Maturity Date for the Term A Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on such date.

(d) Revolving Credit Loans. The Borrower shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans outstanding on such date.

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(e) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

2.08 Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Alternative Currency Term Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Alternative Currency Term Rate for such Interest Period plus the Applicable Rate for Alternative Currency Term Rate Loans; (ii) each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Rate for Term SOFR Loans; (iii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans; and (iv) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; (ii) if any amount (other than principal of any Loan) payable by any Loan Party under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, or while any Event of Default exists (other than as set forth in clause (a)(i) above), then upon the request of the Required Term A Lenders (in the case of the Term A Facility) and/or the Required Revolving Lenders (in the case of the Revolving Credit Facility), such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; and (iii) accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees. In addition to certain fees described in Sections 2.03(i) and (j):

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate with respect to the Commitment Fee times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.17 (for the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of determining the Commitment Fee). The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such

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date to occur after the Initial Funding Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) [Reserved]

(d) [Reserved]

(e) Other Fees. The Borrower shall pay:

(i) to each Arranger and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letters, which such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever;

(ii) to the Administrative Agent, an annual administrative agency fee in an amount from time to time agreed in writing with the Borrower; and

(iii) to the Lenders and the L/C Issuers, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Alternative Currency Loans as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under

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the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

2.11 Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Xxxxxx in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 10.06(c). The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Xxxxxx and the Register, the Register shall control in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Xxxxxx’s Loans to the Borrower in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The

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Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Xxxxxx’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) (i) Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Alternative Currency Term Rate Loans or Term SOFR Loans, as applicable (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuers hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C Issuer, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the

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amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Xxxxxx as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

2.13 Sharing of Payments by Xxxxxxx. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents

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at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and sub-participations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be; provided that:

(i) if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender, a Disqualified Lender and amounts paid in connection with or after giving effect to the third to last paragraph of Section 10.01), (B) the application of Cash Collateral provided for in Section 2.16, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower and Loan Parties rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower and Loan Parties in the amount of such participation. This Section 2.13 shall not apply to any action taken by (x) CoBank with respect to any CoBank Equities, or (y) FCMA with respect to any FCMA Equities.

2.14 Increase in Commitments.

(a) Request for Increase. The Borrower may, from time to time, request by notice to the Administrative Agent (A) an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (B) an increase in the Term A Facility (each, a “Term A Loan Increase”), (C) an increase in any then-existing tranche of Incremental Term Loans (each, an “Incremental Term Loan Increase”; each Incremental Term Loan Increase and each Term A Loan Increase, collectively, referred to as the “Term Loan Increases”), (D) one or more term A loan tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity and applicable rates with respect thereto) to be made available to the Borrower (each, an “Incremental Term A Loan”) or (E) one or more term B loan tranches to be made available to the Borrower (each, an “Incremental Term B Loan”; each Incremental Term A Loan and Incremental Term B Loan, collectively, referred to as the “Incremental Term Loans”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that:

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(i) the principal amount for all such Incremental Increases shall not exceed the Incremental Available Amount;

(ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section);

(iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit or the Aggregate Revolving Credit Commitments without the consent of each L/C Issuer under the Revolving Credit Facility (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers), (B) increase the Letter of Credit Commitment of any L/C Issuer without the consent of such L/C Issuer or (C) increase the Swing Line Sublimit without the consent of the Swing Line Lender;

(iv) no Incremental Term A Loan shall mature earlier than the latest Maturity Date for the Term A Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A Facility (or, if applicable, and longer, any prior Incremental Term A Loan); provided that at the option of Borrower, this clause (iv) shall not apply to any Permitted Bridge Indebtedness;

(v) no Incremental Term B Loan shall mature earlier than the latest of the latest Maturity Date for the Revolving Credit Facility then in effect, the latest Maturity Date for the Term A Facility then in effect and the Maturity Date for any other then-existing Incremental Term B Loan then in effect, or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A Facility or any other then-existing Incremental Term B Loan then in effect; provided that at the option of Borrower, this clause (v) shall not apply to any Permitted Bridge Indebtedness;

(vi) each Incremental Term Loan shall be pari passu in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan);

(vii) [reserved];

(viii) [reserved];

(ix) except as provided above and in Section 2.14(d), all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the applicable Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Borrower; and

(x) each Incremental Increase shall constitute Obligations hereunder and shall (i) be guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder, (ii) not have guarantees from any Person that is not a Loan Party and (iii) not be secured by assets other than the Collateral.

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(b) Process for Increase. Incremental Increases may be (but shall not be required to be) provided by any existing Lender, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Borrower and the Administrative Agent, or by any Additional Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that:

(i) the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to each proposed Additional Lender providing such Incremental Increase to the extent the Administrative Agent would be required to consent to an assignment to such Additional Lender pursuant to Section 10.06(b)(iii); and

(ii) in the case of any Revolving Credit Increase, each L/C Issuer under the Revolving Credit Facility and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to each such Lender or proposed Additional Lender providing such Revolving Credit Increase if such consent by the L/C Issuers or the Swing Line Lender, as the case may be, would be required under Section 10.06(b) for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Lender or proposed Additional Lender.

No Lender shall have any obligation to participate in any Incremental Increase (and any existing Lender that fails to respond to any request to participate in any Incremental Increase within the requested time shall be deemed to have declined to participate in such Incremental Increase), and no consent of any Lender, other than the Lenders agreeing to provide any portion of an Incremental Increase, shall be required to effectuate such Incremental Increase.

(c) Effective Date and Allocations. The Administrative Agent and the Borrower shall determine the effective date of any Incremental Increase (the “Increase Effective Date”). The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such Incremental Increase and the Increase Effective Date.

(d) Conditions to Effectiveness of Increase.

(i) As a condition precedent to each Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Law with respect to the Guaranty of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or Guarantor and (i) certifying and attaching the resolutions adopted by the Borrower or Guarantor approving or consenting to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Initial Funding Date and/or the Amendment No. 3 Effective Date, as applicable) and (ii) certifying that, before and after giving effect to such Incremental Increase (and assuming that the full amount of the commitments of such Incremental Increase are fully drawn):

(A) the representations and warranties contained in Article V and the other Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or

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Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Transaction permitted hereunder, to the extent agreed by the Lenders providing such Incremental Term Loan or Term Loan Increase, the representations and warranties the accuracy of which are a condition to the funding of such Incremental Term Loan or Term Loan Increase may be limited to (1) the Specified Representations (or such other formulation thereof as may be agreed by the lenders providing such Incremental Term Loan or Term Loan Increase), and (2) those representations of the acquired company in the applicable acquisition agreement that are material to the interests of the lenders under the Incremental Term Loan or Term Loan Increase and if breached would give the Borrower and/or applicable Restricted Subsidiary the right to terminate or refuse to close under the applicable acquisition agreement;

(B) no Default or Event of Default shall exist and be continuing; provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Transaction permitted hereunder, to the extent agreed by the lenders providing such Incremental Term Loan or Term Loan Increase, (1) at the time of the execution and delivery of the purchase agreement or other definitive documentation related to such Limited Condition Transaction, no Default or Event of Default shall have occurred and be continuing or shall occur as a result thereof and (2) on the date of the effectiveness and the making of any such Incremental Term Loan or Term Loan Increase, no Specified Default shall have occurred and be continuing or shall occur as a result thereof; and

(C) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance, after giving effect to the incurrence of any such Incremental Increase (assuming that such Incremental Increase is fully drawn) with the Financial Covenants; provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Transaction, if the Borrower so requests, to the extent agreed by the Lenders providing such Incremental Term Loan or Term Loan Increase, such compliance may be measured at the LCT Determination Date (and Section 1.03(c)(iii) shall then apply).

(ii) To the extent that any Incremental Increase shall take the form of an Incremental Term Loan, this Agreement shall be amended (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders providing such Incremental Term Loans), in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to include such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (1) shall not be materially more restrictive than the corresponding terms set forth in the then-existing Loan Documents, taken as a whole, without the express written consent of the Administrative Agent, except to the extent (x)

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necessary to provide for additional or different covenants or other terms applicable only during the period after the latest Maturity Date of each other then-existing Facility, (y) such terms are added in the Loan Documents for the benefit of the Lenders under each Facility pursuant to an amendment hereto or thereto subject solely to the reasonable satisfaction of the Administrative Agent, or (z) otherwise reasonably acceptable to the Administrative Agent and (2) shall not contravene any of the terms of the then existing Loan Documents; provided that the documentation governing any Incremental Term Loans may include a financial maintenance covenant, it being understood that, to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loan, no consent shall be required from the Administrative Agent or any of the existing Lenders to the extent that such financial maintenance covenant is (x) also added for the benefit of any existing Term Loans (other than any Incremental Term B Loans to the extent not otherwise subject to any financial maintenance covenant at such time) or (y) only applicable after the latest Maturity Date in effect immediately prior to giving effect to such Incremental Term Loan. A certificate of the Borrower as to the satisfaction of the conditions described in this clause (ii) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (ii), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees).

(iii) Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing revolving credit facilities hereunder (it being understood that, if required to consummate a Revolving Credit Increase, the pricing, interest margin, rate floors and commitment fees shall be increased so long as such increases apply to the entire Revolving Credit Facility (provided that additional upfront or similar fees may be payable to the Lenders participating in the Revolving Credit Increase without any requirement to pay such amounts to Lenders holding existing Revolving Credit Commitments)). Upon each Revolving Credit Increase (x) each Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit under the Revolving Credit Facility and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in such Letters of Credit and (ii) participations hereunder in Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentage (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Lenders as if such payments were effected by prepayments of Revolving Credit Loans.

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(iv) Each Term A Loan Increase shall be part of the existing Term A Facility and shall have the same terms (except for upfront fees and original issue discount) as the outstanding Term A Loans; provided that as of the Increase Effective Date with respect to any Term A Loan Increase, the amortization schedule set forth in Section 2.07(c) shall be amended to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term A Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date. Such amendment may be signed by the Administrative Agent on behalf of the Lenders.

(v) Each Incremental Term Loan Increase shall be a part of the Incremental Term Loans to which such increase applies, and shall have the same terms (except for upfront fees and original issue discount) as the outstanding applicable Incremental Term Loans; provided that as of the Increase Effective Date with respect to any Incremental Term Loan Increase, the amortization schedule applicable to the applicable Incremental Term Loans shall be amended to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Incremental Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date. Such amendment may be signed by the Administrative Agent on behalf of the Lenders.

(e) The Incremental Increases shall be documented by a Credit Extension Amendment executed by the Persons providing the Incremental Increases (and the other Persons specified in the definition of “Credit Extension Amendment” but no other existing Lender), and the Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.

(f) Conflicting Provisions. This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

2.15 Permitted Refinancing Amendment.

(a) Permitted Refinancing Amendment. At any time after the Initial Funding Date, the Borrower may obtain, from any Lender or any Permitted Refinancing Lender, Permitted Credit Agreement Refinancing Indebtedness permitted by Section 7.02(b)(xiv) in respect of all or any portion of the Loans or Commitments then outstanding under this Agreement, in the form of Permitted Refinancing Loans or Permitted Refinancing Commitments, in each case pursuant to a Permitted Refinancing Amendment; provided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Permitted Refinancing Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Permitted Refinancing Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Loans with respect to Permitted Refinancing Revolving Credit Commitments after the date of obtaining any Permitted Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all Revolving Credit Commitments outstanding at such time, (ii) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments, (iii) assignments and participations of Permitted Refinancing Revolving Credit Commitments and Permitted Refinancing Revolving Loans shall be

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governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans and (iv) the Permitted Refinancing Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Permitted Refinancing Amendment.

(b) Terms, Etc. The terms, provisions and documentation of any Permitted Refinancing Loans and Permitted Refinancing Commitments shall be subject to the limitations set forth in the definition of “Refinancing Indebtedness” and Section 7.02(b)(xiv).

(c) Minimum Amounts. Each issuance of Permitted Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is not less than $10,000,000, and an integral multiple of $1,000,000 in excess thereof.

(d) Conditions Precedent. The effectiveness of any Permitted Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Initial Funding Date (and/or delivered on the Amendment No. 3 Effective Date under Section 2.1(d)(iii) of Amendment No. 3), (ii) customary legal opinions reasonably acceptable to the Administrative Agent and (iii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Permitted Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.

(e) Effectiveness. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Permitted Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Permitted Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Permitted Refinancing Loans and/or Permitted Refinancing Commitments).

(f) Necessary Amendments. Any Permitted Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15 and each of the parties hereto hereby consents to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of interest, fees or premium in respect of any Permitted Credit Agreement Refinancing Indebtedness on such terms as may be set forth in the relevant Permitted Refinancing Amendment in accordance with this Section 2.15).

(g) Conflicting Provisions. This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

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2.16 Cash Collateral.

(a) Certain Credit Support Events. If (i) an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding,

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AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, AMENDMENT TO THE GUARANTY AGREEMENT AND AMENDMENT TO THE U.S. SECURITY AND PLEDGE AGREEMENT dated as of July 31, 2024 among SYLVAMO CORPORATION, as the Borrower, THE GUARANTORS PARTY HERETO, BANK OF AMERICA,...