FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.4

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 19, 2021 (this “Amendment”) is entered into by and among RESOLUTE FOREST PRODUCTS INC. (the “Company”) and each of the other Borrowers and Guarantors party hereto, the Lenders party hereto and AMERICAN AGCREDIT, FLCA, as the Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement (as defined below).

RECITALS

    WHEREAS, the Company, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent, have entered into that certain Amended and Restated Credit Agreement dated as of October 28, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”);

WHEREAS, the Credit Parties have requested that the Lenders and Voting Participants agree to amend the Credit Agreement as further set forth herein; and

WHEREAS, the Lenders and Voting Participants are willing to agree to such amendments subject to the terms and conditions set forth herein.

AGREEMENT

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

1.Amendments. Effective as of the First Amendment Effective Date (as defined below), (a) the Credit Agreement (other than the Schedules and Exhibits thereto) is hereby amended and restated in its entirety to read in the form of such Credit Agreement attached hereto as Exhibit A and (b) (i) Schedule 1.01C is hereby added to the Credit Agreement and (ii) Schedule 2.01 and Schedule 13.04(l) to the Credit Agreement are hereby amended and restated in their entirety to read in the form of such Schedules attached hereto as Schedules 1.01C, 2.01 and 13.04(l).

2.Consent. It is understood and agreed that “Delayed Draw Term Loans” as defined in the Credit Agreement prior to giving effect to the amendments contemplated herein will be repaid in full as of the First Amendment Effective Date (as defined below) and thereafter “Delayed Draw Term Loans” will be deemed to refer to such “Delayed Draw Term Loans” outstanding after giving effect to this Amendment.

3.Conditions Precedent. This Amendment shall become effective upon satisfaction or waiver of the following conditions (such date, the “First Amendment Effective Date”):

(a)Each Credit Party, the Administrative Agent and each of the Lenders party hereto shall have signed a counterpart of this Amendment (whether the same or different counterparts) and shall have delivered (by electronic transmission or otherwise) the same to the Administrative Agent.

(b)The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed on behalf of the Company (and not in any individual capacity) by a Responsible Officer of the Company, certifying on behalf of the Company that (i) no Default or Event of Default exists; (ii) the representations and warranties set forth in this Amendment and in any other Credit Documents are true and correct in all material respects (without duplication of any materiality

standard set forth in any such representation or warranty); and (iii) since the Closing Date, there shall not have occurred a Material Adverse Effect.

(c)The Administrative Agent shall have received from Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, U.S. counsel to the Credit Parties, an opinion addressed to the Administrative Agent and each of the Lenders and dated the First Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent.

(d)The Administrative Agent shall have received a certificate from each Credit Party, dated the First Amendment Effective Date, signed by a Responsible Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in customary form, together with copies of the certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party (or a certification as to the fact that no changes to such organizational documents have occurred since the delivery of such documents pursuant to Section 6.04(a) of the Credit Agreement) and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent.

(e)The Administrative Agent shall have received good-standing certificates (or similar instrument) and bring-down telegrams or facsimiles certified by proper governmental authorities in respect of each Credit Party.

(f)The Borrowers shall have repaid to the Administrative Agent, for the account of the Lenders, the outstanding “Delayed Draw Term Loans” as defined in the Credit Agreement prior to giving effect to the amendments contemplated herein.

(g)The Administrative Agent shall have received such financial statements, budgets, forecasts, projections and other financial information as reasonably requested by the Administrative Agent and Lenders prior to the First Amendment Effective Date.

(h)The Administrative Agent shall have received, at least five Business Days prior to the First Amendment Effective Date, (i) all documentation and other information required by regulatory authorities under applicable “Know Your Customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and (ii) if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Company.

(i)Receipt by the Administrative Agent and the Lenders of any fees and expenses required to be paid on or before the First Amendment Effective Date, including, but not limited to, the fees of counsel to the Administrative Agent.

4.Miscellaneous.

        (a)    The Credit Agreement and the obligations of the Credit Parties thereunder and under the other Credit Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

        (b)    Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Credit Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or Credit Documents.

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(c)    The Borrowers and each Guarantor hereby represent and warrant as follows:

    (i)    Each Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

    (ii)    This Amendment has been duly executed and delivered by the Credit Parties and constitutes each of the Credit Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

    (iii)    No consent, approval, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by any Credit Party of this Amendment.

        (d)    The Credit Parties represent and warrant to the Lenders that after giving effect to this Amendment the representations and warranties of the Credit Parties set forth in Section 8 of the Credit Agreement and in each other Credit Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date.

(e)    This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or electronic mail shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

        (f)    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

        (g)    The Borrowers agree to reimburse the Administrative Agent for the reasonable and documented out-of-pocket expenses incurred by it in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of Xxxxx & Xxx Xxxxx PLLC, counsel for the Administrative Agent.

[The Signature Pages Follow]

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    Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWERS:                RESOLUTE FOREST PRODUCTS INC.

By:         /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Senior Vice President and Chief Financial Officer

RESOLUTE FP US INC.

By:         /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Vice President and Chief Financial Officer

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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SUBSIDIARY GUARANTORS:        BOWATER NUWAY MID-STATES INC.

XXXXXXX CORP.

FIBREK U.S. INC.

XXXXXXX NEWSPRINT COMPANY
ATLAS SOUTHEAST PAPERS, INC.
ATLAS TISSUE HOLDINGS, INC.
RESOLUTE FP FLORIDA INC.
FIBREK RECYCLING U.S. INC.

By:         /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Vice President and Chief Financial Officer

ABITIBI CONSOLIDATED SALES LLC
RESOLUTE GROWTH US LLC

By:    Resolute Forest Products Inc., its Sole Member

By:        /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Vice President and Chief Financial Officer

AUGUSTA NEWSPRINT HOLDING LLC

By:    Abitibi Consolidated Sales LLC, its Sole Member

By:    Resolute Forest Products Inc., its Sole Member

By:        /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Vice President and Chief Financial Officer

BOWATER NEWSPRINT SOUTH LLC

FD POWERCO LLC

By:        /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Manager

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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GLPC RESIDUAL MANAGEMENT, LLC

By:    Fibrek Recycling U.S. Inc., its Sole Member

By:        /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Vice President and Chief Financial Officer

ACCURATE PAPER FLEET, LLC

By:    Accurate Paper Holdings, LLC, its Sole Member

By:    Atlas Tissue Holdings, Inc., its Sole Member

By:     /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Vice President and Chief Financial Officer

ATLAS PAPER MANAGEMENT, LLC

By:    Atlas Paper Xxxxx, LLC, its Sole Member

By:    Atlas Tissue Holdings, Inc., its Sole Member

By:     /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Vice President and Chief Financial Officer

RESOLUTE TISSUE LLC

By:    Resolute Growth US LLC, its Sole Member

By:    Resolute Forest Products Inc., its Sole Member

By:     /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Senior Vice President and Chief Financial Officer

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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RESOLUTE FP AUGUSTA LLC

By:    Abitibi Consolidated Sales LLC, its Manager

By:    Resolute Forest Products Inc., its Sole Member

By:        /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Senior Vice President and Chief Financial Officer

ACCURATE PAPER HOLDINGS, LLC
ATLAS PAPER XXXXX, LLC

By:    Atlas Tissue Holdings, Inc., its Sole Member

By:     /s/ Xxxxxxx X. Xxxxxx    

Name:    Xxxxxxx X. Xxxxxx

Title:    Vice President and Chief Financial Officer

RESOLUTE GLENWOOD LLC

RESOLUTE CADDO RIVER LLC

RESOLUTE CROSS CITY LLC

RESOLUTE CROSS CITY REAL ESTATE HOLDINGS LLC

RESOLUTE CROSS CITY TIMBER MANAGEMENT LLC

RESOLUTE NAVCOR LLC

By: Resolute US Lumber Inc.,

its sole member

By:     /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title:     Vice President and Chief Financial Officer

RESOLUTE EL DORADO INC.

By:     /s/ Xxxxxxx X. Xxxxxx Name:    Xxxxxxx X. Xxxxxx
Title: Vice President and Chief Financial Officer

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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RESOLUTE US LUMBER INC.

By:     /s/ Xxxxxxx X. Xxxxxx Name:     Xxxxxxx X. Xxxxxx
Title: Vice President and Chief Financial Officer

RESOLUTE HAGERSTOWN LLC

By: Resolute FP US Inc.,

its sole member

By:     /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title:     Vice President and Chief Financial Officer

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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AMERICAN AGCREDIT, FLCA
as Administrative Agent, Collateral Agent and a Lender

By:    /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx

Title: Vice President

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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AGFIRST FARM CREDIT BANK,
as a Voting Participant

By:         /s/ Xxxxx X. Xxxxxxx, Xx.    

Name: Xxxxx X. Xxxxxxx, Xx.

Title: Vice President

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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COBANK, FCB,
as a Voting Participant

By:         /s/ Xxxxxx Xxxxxxxx    

Name: Xxxxxx Xxxxxxxx

Title: Vice President

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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FARM CREDIT BANK OF TEXAS,
as a Voting Participant

By:         /s/ Xxxx Xxxxx    

Name: Xxxx Xxxxx

Title: VP

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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

By:         /s/ Xxxxxxx Xxxxxxxx    

Name: Xxxxxxx Xxxxxxxx

Title: Vice President Food and Agribusiness

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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

By:         /s/ Xxxxxxxx Xxxx    

Name: Xxxxxxxx Xxxx

Title: Vice President

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:         /s/ Xxxx Xxxxxxx    

Name: Xxxx Xxxxxxx

Title: Vice President

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:         /s/ Xxxxx Xxxxxxxx    

Name: Xxxxx Xxxxxxxx

Title: VP of Capital Markets

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant

By:         /s/ Xxxxxx X. Xxxxx    

Name: Xxxxxx X. Xxxxx

Title: Vice President

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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FARM CREDIT WEST, FLCA,

as a Voting Participant

By:         /s/ Xxx Xxxxxxxxx    

Name: Xxx Xxxxxxxxx

Title: Senior Vice President, Capital Markets

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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FARM CREDIT EAST, ACA,

as a Voting Participant

By:         /s/ Xxxxx X. Xxxxxx    

Name: Xxxxx X. Xxxxxx

Title: SVP

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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CAPITAL FARM CREDIT, ACA,

as a Voting Participant

By:         /s/ Xxxxxx X. Palm    

Name: Xxxxxx X. Palm

Title: SVP

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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TEXAS FARM CREDIT SERVICES, FLCA,

as a Voting Participant

By:         /s/ Lane Pepper    

Name: Lane Pepper

Title: SVP, Chief Risk Officer

RESOLUTE FOREST PRODUCTS INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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EXHIBIT A

[attach Amended Credit Agreement]

SCHEDULE 1.01C

Determination of Fixed Rates

    The Company may elect to fix the interest rate applicable to a Delayed Draw Term Loan through the End Date (as defined below) at the interest rate then quoted by the Administrative Agent, with the approval of each Lender holding a portion of such Delayed Draw Term Loan with respect to which the interest rate is to be fixed, as the Fixed Rate for such period so long as (i) at least five (5) Business Days prior to the Delayed Draw Term Loan Advance Date on which such Fixed Rate is to take effect, the Company has notified the Administrative Agent in writing of such election specifying (a) the proposed Delayed Draw Term Loan Advance Date (which must be a Business Day), (b) the amount of principal so designated with respect to such Fixed Rate Loan, (c) the proposed end date for such Fixed Rate, which shall be the applicable Delayed Draw Term Loan Maturity Date (the “End Date”) and (d) the proposed lockout period (one, two or three years) (the “Lockout Period”), (ii) at the time of delivery of such written notice and upon the date at which such Fixed Rate is scheduled to take effect, no Default or Event of Default shall have occurred and be continuing, and (iii) the amount so designated as a Fixed Rate Loan shall be the entire amount of such Delayed Draw Term Loan to be borrowed on such date. Any such designation by the Company shall be irrevocable once designated by the Company, and, upon the Fixed Rate becoming effective as set forth herein (such date, the “Effective Date”), such Delayed Draw Term Loan shall bear interest at the applicable Fixed Rate until the End Date (subject to increase to the Default Rate as set forth in Section 2.06(c) of the Credit Agreement).

    The Fixed Rate will be determined by the Administrative Agent three (3) Business Days prior to the Delayed Draw Term Loan Advance Date based on the Administrative Agent’s cost of funds for the period from the Delayed Draw Term Loan Advance Date to the End Date, plus the Applicable Margin corresponding to the End Date’s applicable Delayed Draw Term Loan Maturity Date.

    Breakage costs may apply with respect to Fixed Rate Loans and such breakage costs shall be determined in accordance with the terms and provisions of the documents entered into to establish the relevant Fixed Rate, which terms and provisions shall be substantially consistent with those terms and provisions set forth below unless otherwise agreed by the Company, Administrative Agent and the Lenders.

If all or any portion of a Fixed Rate Loan is prepaid prior to the end of the Lockout Period, or paid after acceleration, the Company shall pay to the Administrative Agent a prepayment premium as set forth herein (“Prepayment Premium”) for the benefit of the applicable Lenders. The Administrative Agent shall not be obligated to accept any prepayment of the principal balance of a Fixed Rate Loan unless the Prepayment Premium is paid concurrently with such prepayment. The Administrative Agent’s calculation of the Prepayment Premium shall be conclusive, absent manifest error. The Administrative Agent shall notify the Company of the amount and basis of determination of the Prepayment Premium and Administrative Agent’s determination shall be conclusive, absent manifest error. The Prepayment Premium shall be calculated as follows:

(A)Compare the Initial Reference Rate to the Final Reference Rate, as defined below. If the Initial Reference Rate is less than or equal to the Final Reference Rate, the Prepayment Premium is zero.

(B)If the Initial Reference Rate is greater than the Final Reference Rate, the Prepayment Premium shall be calculated as follows:

1.            Calculate an amortization schedule using the Initial Reference Rate, the amount of the principal prepayment, the prepayment date, and the applicable Lockout Period.

2.            Calculate the interest payments which will accrue on the advance payment of principal through the applicable Lockout Period at the Initial Reference Rate (“Initial Interest Amounts”).

3.            Calculate the interest payments which will accrue on the advance payments of principal through the applicable Lockout Period at the Final Reference Rate (“Final Interest Amounts”).

4.            Calculate the “Differential Interest Amount” for each interest payment scheduled through the applicable Lockout Period by subtracting the Final Interest Amount from the Initial Interest Amount for each such payment.

5.            The discounted present value of each Differential Interest Amount shall be calculated by using the Final Reference Rate as the discount rate. The Prepayment Premium shall be the sum of the discounted present value of each Differential Interest Amount.

As used in this Annex A, the following terms shall mean:

“Initial Reference Rate” means the actual interest rate per annum commencing on the Effective Date for the applicable Fixed Rate Loan as quoted by the Administrative Agent and accepted by the Company pursuant to this Schedule 1.01C.

“Final Reference Rate” means the annualized interest rate that the Administrative Agent would allocate to fund a new advance, on the date of prepayment, with similar scheduled repayment of principal from the time of each such advance payment through the applicable End Date.

The Company acknowledges that the Prepayment Premium is not a penalty, does not constitute damages for Company’s breach of the Credit Agreement, and does not constitute payment of unmatured interest. Instead, it is a fee payable by the Company to the Lenders if all or any portion of a Fixed Rate Loan is repaid prior to its scheduled due date. The Company acknowledges that the Prepayment Premium, if applicable, is a reasonable fee and charge of the Lenders and reflects a fair and reasonable return to the Lenders for the consideration advanced to the Company in the form of a Fixed Rate option for the Delayed Draw Term Loans.

SCHEDULE 2.01

Commitments

Lender			Revolving Commitment			Pro Rata Share			Delayed Draw Term Loan Commitment			Pro Rata Share
American AgCredit, FLCA			$180,000,000.00			100.000000000%			$180,000,000.00			100.000000000%
TOTAL			$180,000,000.00			100.000000000%			$180,000,000.00			100.000000000%

SCHEDULE 13.04(l)

Voting Participants as of the First Amendment Effective Date

Lender			Voting Participant			Initial Revolving Commitment			Resulting Revolving Commitment/ Participation			Initial Delayed Draw Term Loan Commitment			Resulting Delayed Draw Term Loan Commitment/ Participation
American AgCredit, FLCA						$180,000,000.00			$24,000,000.00			$180,000,000.00			$24,000,000.00
			AgFirst Farm Credit Bank						$19,750,000.00						$19,750,000.00
			CoBank, FCB						$12,250,000.00						$12,250,000.00
			Farm Credit Bank of Texas						$10,500,000.00						$10,500,000.00
			Farm Credit Mid-America, FLCA						$23,750,000.00						$23,750,000.00
			Farm Credit Services of America, FLCA						$23,750,000.00						$23,750,000.00
			AgCountry Farm Credit Services, FLCA						$14,500,000.00						$14,500,000.00
			Greenstone Farm Credit Services, FLCA						$10,750,000.00						$10,750,000.00
			Northwest Farm Credit Services, FLCA						$11,000,000.00						$11,000,000.00
			Farm Credit West, FLCA						$11,000,000.00						$11,000,000.00
			Farm Credit East, ACA						$7,500,000.00						$7,500,000.00
			Capital Farm Credit, ACA						$7,500,000.00						$7,500,000.00
			Texas Farm Credit Services, FLCA						$3,750,000.00						$3,750,000.00
TOTAL						$180,000,000.00			$180,000,000.00			$180,000,000.00			$180,000,000.00

Execution Version

EXHIBIT A TO

FIRST AMENDMENT TO CREDIT AGREEMENT

AMENDED AND RESTATED CREDIT AGREEMENT

among

RESOLUTE FOREST PRODUCTS INC.,

as Company,

Certain of the Company’s subsidiaries from time to time party hereto as Borrowers and Guarantors,

VARIOUS LENDERS,

AMERICAN AGCREDIT, FLCA,

as Administrative Agent and Collateral Agent,

_______________________________________

Dated as of October 28, 2019,

AMERICAN AGCREDIT, FLCA,

as Sole Lead Arranger and Sole Bookrunner

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TABLE OF CONTENTS

Page

Section 1    Definitions and Accounting Terms			2
1.01.    Defined Terms			2
1.02.    Terms Generally			38
Section 2    Amount and Terms of Credit			39
2.01.    Commitments			39
2.02.    Loans			39
2.03.    Borrowing Procedure			40
2.04.    Evidence of Debt; Repayment of Loans			41
2.05.    Fees			42
2.06.    Interest on Loans			43
2.07.    Termination and Reduction of Commitments			44
2.08.    Interest Elections			44
2.09.    Optional and Mandatory Prepayments of Loans			45
2.10.    Payments Generally; Pro Rata Treatment; Sharing of Setoffs			48
2.11.    Defaulting Lenders			49
2.12.    [Reserved]			50
2.13.    Commitment Increases			50
2.14.    Subsidiary Borrowers			52
Section 3    Yield Protection, Illegality and Replacement of Lenders			53
3.01.    Increased Costs, Illegality, etc			53
3.02.    Compensation			56
3.03.    Change of Lending Office			56
3.04.    Replacement of Lenders			56
Section 4    [Reserved]			57
Section 5    Taxes			57
5.01.    Net Payments			57
Section 6    Conditions Precedent to Credit Extensions on the Closing Date			60
6.01.    Closing Date; Credit Documents			60
6.02.    Officer’s Certificate			60
6.03.    Opinions of Counsel			60
6.04.    Corporate Documents; Proceedings, etc			60
6.05.    Solvency Certificate			60
6.06.    Collateral Cooperation Agreement			60
6.07.    Material Adverse Effect			60
6.08.    Fees, etc			61
6.09.    Mortgages and Mortgaged Property Support Documents			61
6.10.    [Reserved]			61
6.11.    Financial Projections			61
6.12.    Patriot Act			61
6.13.    Insurance			61
6.14.    Beneficial Ownership Certification			61

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Page

6.15.    Estoppel Agreement			61
Section 7    Conditions Precedent to All Credit Extensions			61
7.01.    Notice of Borrowing			61
7.02.    No Default			61
7.03.    Representations and Warranties			62
Section 8    Representations, Warranties and Agreements			62
8.01.    Organizational Status			62
8.02.    Power and Authority			62
8.03.    No Violation			62
8.04.    Approvals			63
8.05.    Financial Statements; Financial Condition; Projections			63
8.06.    Litigation			64
8.07.    True and Complete Disclosure			64
8.08.    Use of Proceeds; Margin Regulations			64
8.09.    Tax Returns and Payments			64
8.10.    ERISA			65
8.11.    The Security Documents			65
8.12.    Real Property			66
8.13.    [Reserved]			66
8.14.    Subsidiaries			66
8.15.    Compliance with Statutes, OFAC Rules and Regulations; Patriot Act; FCPA			66
8.16.    Investment Company Act			67
8.17.    [Reserved]			67
8.18.    Environmental Matters			67
8.19.    Labor Relations			67
8.20.    Intellectual Property			68
Section 9    Affirmative Covenants			68
9.01.    Information Covenants			68
9.02.    Books, Records and Inspections			70
9.03.    Maintenance of Property; Insurance			71
9.04.    Existence; Franchises			72
9.05.    Compliance with Statutes, etc			72
9.06.    Compliance with Environmental Laws			72
9.07.    ERISA			73
9.08.    [Reserved]			73
9.09.    [Reserved]			73
9.10.    Payment of Taxes			73
9.11.    Use of Proceeds			73
9.12.    Additional Collateral; Further Assurances; etc			73
9.13.    [Reserved]			75
9.14.    Post-Closing Obligation			75
9.15.    Farm Credit Equities			75
9.16.    Designation of Unrestricted Subsidiaries			76
9.17.    Protection of Collateral			77
Section 10    Negative Covenants			77

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Page

10.01.    Liens			77
10.02.    Consolidation, Merger, or Sale of Assets, etc			82
10.03.    Restricted Payments			85
10.04.    Indebtedness			86
10.05.    Advances, Investments and Loans			89
10.06.    Transactions with Affiliates			93
10.07.    Limitations on Payments of Indebtedness; Modifications of Senior Notes Indenture, Certificate of Incorporation, By-Laws and Certain Other Agreements, etc			93
10.08.    Limitation on Certain Restrictions on Subsidiaries			94
10.09.    Business			96
10.10.    Negative Pledges			96
10.11.    Financial Covenants			97
10.12.    [Reserved]			98
Section 11    Events of Default			98
11.01.    Payments			98
11.02.    Representations, etc			98
11.03.    Covenants			98
11.04.    Default Under Other Agreements			98
11.05.    Bankruptcy, etc			99
11.06.    ERISA			100
11.07.    Credit Documents			100
11.08.    Guaranties			100
11.09.    Judgments			100
11.10.    Change of Control			100
11.11.    Application of Funds			100
Section 12    The Administrative Agent and Collateral Agent			101
12.01.    Appointment and Authorization			101
12.02.    Delegation of Duties			102
12.03.    Liability of Agents			102
12.04.    Reliance by the Agents			103
12.05.    Notice of Default			103
12.06.    Credit Decision; Disclosure of Information by the Agents			103
12.07.    Indemnification of the Agents			104
12.08.    Administrative Agent in Its Individual Capacity			104
12.09.    Successor Administrative Agent or Collateral Agent			104
12.10.    Administrative Agent May File Proofs of Claim			105
12.11.    Collateral and Guaranty Matters			106
12.12.    Secured Hedge Providers			106
12.13.    Administrative Agent and the Collateral Agent			106
12.14.    Withholding Taxes			107
Section 13    Miscellaneous			108
13.01.    Payment of Expenses, etc			108
13.02.    Right of Setoff			109
13.03.    Notices			110
13.04.    Benefit of Agreement; Assignments; Participations, etc			110
13.05.    No Waiver; Remedies Cumulative			113

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Page

13.06.    [Reserved]			113
13.07.    Calculations; Computations			113
13.08.    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL			114
13.09.    Counterparts			115
13.10.    [Reserved]			115
13.11.    Headings Descriptive			115
13.12.    Amendment or Waiver; etc			115
13.13.    Survival			117
13.14.    Domicile of Loans			117
13.15.    Register			117
13.16.    Confidentiality			118
13.17.    USA Patriot Act Notice			119
13.18.    [Reserved]			119
13.19.    [Reserved]			119
13.20.    [Reserved]			119
13.21.    [Reserved]			119
13.22.    Absence of Fiduciary Relationship			119
13.23.    Electronic Signatures			119
13.24.    [Reserved]			119
13.25.    Acknowledgement Regarding Any Supported QFCs			119
13.26.    Amendment and Restatement; Assignment of Administrative Agent			120
Section 14    Credit Party Guaranty			121
14.01.    The Guaranty			121
14.02.    Bankruptcy			121
14.03.    Nature of Liability			121
14.04.    Independent Obligation			122
14.05.    Authorization			122
14.06.    Reliance			123
14.07.    Subordination			123
14.08.    Waiver			123
14.09.    Maximum Liability			124
14.10.    Payments			124
14.11.    Keepwell			124
14.12.    Information			125
14.13.    Severability			125

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SCHEDULE 1.01A    Unrestricted Subsidiaries

SCHEDULE 1.01B    Immaterial Subsidiaries

SCHEDULE 1.01C    Fixed Rate Provisions

SCHEDULE 2.01    Commitments

SCHEDULE 8.12    Real Property

SCHEDULE 8.14    Subsidiaries

SCHEDULE 10.01(iii)    Existing Liens

SCHEDULE 10.04(vii)    Existing Indebtedness

SCHEDULE 10.05(iii)    Existing Investments

SCHEDULE 13.04(l)    Voting Participants as of the First Amendment Effective Date

EXHIBIT A1     Form of Notice of Borrowing

EXHIBIT A2     Form of Notice of Conversion/Continuation

EXHIBIT B1     Form of Revolving Note

EXHIBIT B2    Form of Delayed Draw Term Loan Note

EXHIBIT B-3    Form of Additional Term Loan Note

EXHIBIT C     Form of U.S. Tax Compliance Certificate

EXHIBIT D     Form of Solvency Certificate

EXHIBIT E    Form of Compliance Certificate

EXHIBIT F     Form of Assignment and Assumption Agreement

EXHIBIT G    Form of Assignment Notice

EXHIBIT H    Form of Borrower Designation Request and Assumption Agreement

EXHIBIT I    Form of Borrower Designation Notice

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AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 28, 2019, among RESOLUTE FOREST PRODUCTS INC. (the “Company”) and each of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined) party hereto, the Lenders party hereto from time to time and AMERICAN AGCREDIT, FLCA, as the Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”). All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.

W I T N E S S E T H:

WHEREAS, the Company, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto and American AgCredit, PCA, as administrative agent and collateral agent, have entered into that certain Credit Agreement dated as of September 7, 2016 (as amended or modified from time to time prior to the date hereof, the “Existing Credit Agreement”); and

WHEREAS, the parties hereto wish to amend and restate the Existing Credit Agreement to (a) make available to the Borrowers increased and extended Commitments in the form of (a) Revolving Loans in an aggregate principal amount at any time outstanding not to exceed $180,000,000 and (b) Delayed Draw Term Loans in an aggregate principal amount of $180,000,000, in each case subject to increase pursuant to the terms of Section 2.13 and (b) make certain other amendments and modifications, all as more fully set forth herein;

NOW THEREFORE, the Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein.

Section 1.Definitions and Accounting Terms.

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

“AAC” means American AgCredit, FLCA and its successors and permitted assigns.

“ABL Agent” shall mean Bank of America, N.A., as administrative agent and collateral agent for the lenders under the ABL Credit Facility, and any successor or assign in such capacity.

“ABL Credit Facility” shall mean that certain Credit Agreement dated as of May 22, 2015 among the Company, Resolute FP Canada, Inc. and certain of the Company’s subsidiaries from time to time party thereto, as borrowers and guarantors, the lenders from time to time party thereto, Bank of America, N.A., as U.S. administrative agent and collateral agent, and Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent, as amended by the First Amendment dated as of December 22, 2017, by the Second Amendment dated as of May 14, 2019 and as further amended, restated, modified, refinanced or replaced from time to time.

“ABL Lenders” shall mean the Persons from time to time party to the ABL Credit Facility and any Affiliate of any such Person.

“ABL Priority Collateral” shall mean all present and future right, title and interest of the Credit Parties in the following types of Collateral, whether now owned or hereafter acquired, existing or arising and wherever located: (i) all “accounts,” as such term is defined in the UCC and all other rights to payment of money or funds, whether or not earned by performance, for inventory that has been or is to be

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sold, leased, licensed, assigned, or otherwise disposed of or for services rendered or to be rendered, whether or not such rights to payment constitute “accounts” under the UCC or are evidenced in whole or in part by instruments, chattel paper, general intangibles or documents; (ii) all cash and all “deposit accounts,” as such term is defined in the UCC, and all monies deposited therein; (iii) all “inventory,” as such term is defined in the UCC; (iv) all commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets credited thereto), in each case other than Equity Interests of any Person; (v) to the extent evidencing or governing any of the items referred to in the preceding clauses (i) through (iv), (A) all documents, (B) all chattel paper (including all tangible chattel paper and all electronic chattel paper), (C) all general intangibles (excluding Intellectual Property), (D) all contracts (together with all contract rights arising thereunder) and (E) all instruments; (vi) each promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition of any accounts described in clause (i) above or of inventory described in clause (iii) above which have been pledged to the ABL Agent for the benefit of the ABL Lenders; (vii) to the extent securing or supporting any of the items referred to in the preceding clauses (i) through (v), all supporting obligations, commercial tort claims and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing); (viii) all books and records pertaining to the foregoing; and (ix) all products and proceeds of the foregoing (including all insurance and claims for insurance effected or held for the benefit of the ABL Agent and/or ABL Lenders in respect thereof and all collateral security and guarantees given by any Person with respect to any of the foregoing).

“Accordion Agreement” shall have the meaning provided in Section 2.13.

“Accordion Increase” shall have the meaning provided in Section 2.13(a).

“Account Debtor” shall mean any Person who may become obligated to another person under, with respect to, or on account of an Account.

“Accounts” shall mean all “accounts” as such term is defined in the UCC in which any Person now or hereafter has rights, including all rights to payment for goods sold or leased or for services rendered.

“Acquired Entity or Business” shall mean either (x) the assets constituting a business, division or product line of any Person not already a Subsidiary of the Company or (y) 100% of the Equity Interests of any such Person, which Person shall, as a result of the respective acquisition, become a Wholly-Owned Subsidiary of the Company (or shall be merged or amalgamated with and into the Company or a Wholly-Owned Subsidiary of the Company).

“Additional Security Documents” shall have the meaning provided in Section 9.12(a).

“Additional Term Loan Facility” shall have the meaning provided in Section 2.13(a).

“Additional Term Loan Facility Agreement” means an agreement evidencing a new Additional Term Loan Facility in form and substance reasonably acceptable to the Administrative Agent and the Company.

“Additional Term Loan Note” shall mean each term loan note substantially in the form of Exhibit B-3 hereto.

“Administrative Agent” shall have the meaning given to such term in the Recitals hereto, and shall include any successor to the Administrative Agent appointed pursuant to Section 12.09.

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“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; provided, however, that neither the Administrative Agent nor any Lender (nor any Affiliate thereof) shall be considered an Affiliate of the Company or any Subsidiary thereof as a result of this Agreement, the extensions of credit hereunder or its actions in connection therewith.

“Agent-Related Persons” shall mean the Administrative Agent, the Collateral Agent, their respective affiliates and the officers, directors, employees, agents and attorneys-in-fact of the Administrative Agent, the Collateral Agent and their respective affiliates.

“Agents” shall mean the Administrative Agent, the Collateral Agent and any other agent with respect to the Credit Documents, including, without limitation, the Lead Arranger.

“Agreement” shall mean this Credit Agreement, as amended pursuant to that certain First Amendment to Amended and Restated Credit Agreement dated as of April 19, 2021 and as further modified, supplemented, amended, restated (including any amendment and restatement hereof), extended or renewed from time to time.

“AML Legislation” shall have the meaning provided in Section 13.20.

“Anti-Terrorism Laws” shall mean any laws relating to terrorism or money laundering, including the PATRIOT Act, the Criminal Code R.S.C. 1985, c. c-46, as amended, AML Legislation, the United Nations Act, R.S.C. 1985 c. u-2, as amended, Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and the United Nations al-Qaida and Taliban Regulations promulgated under the United Nations Act.

“Applicable Margin” shall mean:

(a) with respect to Revolving Loans, the per annum margin set forth below, as determined by the Capitalization Ratio:

Level			Capitalization Ratio			Applicable Margin for LIBOR Rate Loans			Applicable Margin for Base Rate Loans
I			≤ 20%			1.500%			0.500%
II			˃ 20% but ≤ 32.5%			1.625%			0.625%
III			˃ 32.5% but ≤ 40%			1.750%			0.750%
IV			˃ 40%			2.000%			1.000%

(b) with respect to Delayed Draw Term Loans (other than Delayed Draw Term Loans that are Fixed Rate Loans), the per annum margin set forth in the tables below for the applicable maturity date, as determined by the Capitalization Ratio:

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Level			Capitalization Ratio			Applicable Margin for LIBOR Rate Loans (6 year maturity)			Applicable Margin for Base Rate Loans (6 year maturity)			Applicable Margin for LIBOR Rate Loans (7 year maturity)			Applicable Margin for Base Rate Loans (7 year maturity)			Applicable Margin for LIBOR Rate Loans (8 year maturity)			Applicable Margin for Base Rate Loans (8 year maturity)
I			≤ 20%			1.500%			0.500%			1.600%			0.600%			1.700%			0.700%
II			˃ 20% but ≤ 32.5%			1.625%			0.625%			1.725%			0.725%			1.825%			0.825%
III			˃ 32.5% but ≤ 40%			1.750%			0.750%			1.850%			0.850%			1.950%			0.950%
IV			˃ 40%			2.000%			1.000%			2.100%			1.100%			2.200%			1.200%

Level			Capitalization Ratio			Applicable Margin for LIBOR Rate Loans (9 year maturity)			Applicable Margin for Base Rate Loans (9 year maturity)			Applicable Margin for LIBOR Rate Loans (10 year maturity)			Applicable Margin for Base Rate Loans (10 year maturity)
I			≤ 20%			1.800%			0.800%			1.900%			0.900%
II			˃ 20% but ≤ 32.5%			1.925%			0.925%			2.025%			1.025%
III			˃ 32.5% but ≤ 40%			2.050%			1.050%			2.150%			1.150%
IV			˃ 40%			2.300%			1.300%			2.400%			1.400%

and (c) with respect to Delayed Draw Term Loans that are Fixed Rate Loans, the per annum margin set forth in the table below for the applicable maturity date:

			Fixed Rate Term Loan Margin (6 year maturity)			Fixed Rate Term Loan Margin (7 year maturity)			Fixed Rate Term Loan Margin (8 year maturity)			Fixed Rate Term Loan Margin (9 year maturity)			Fixed Rate Term Loan Margin (10 year maturity)
Applicable Margin			1.700%			1.800%			1.900%			2.000%			2.100%

With respect to clauses (a) and (b) above, until delivery of the first financial statements and Compliance Certificate after the First Amendment Effective Date, the Applicable Margin shall be determined as if Level II were applicable. Thereafter, the Applicable Margin shall be subject to increase or decrease based on the Capitalization Ratio, as set forth in the most recent Compliance Certificate delivered pursuant to Section 9.01(e), and each such increase or decrease in the Applicable Margin shall be effective as of the fifth Business Day immediately following the date such Compliance Certificate is delivered. If the Borrowers fail to deliver any Compliance Certificate on or before the date required for

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delivery thereof, then the Applicable Margin shall be determined as if Level IV were applicable, from the fifth Business Day after the date on which such Compliance Certificate was required to have been delivered until the fifth Business Day immediately following the day such Compliance Certificate is delivered.

“Appraisal” shall mean an independent appraisal of the assets included as Collateral, in form and detail reasonably acceptable to the Administrative Agent, as completed by an appraisal firm acceptable to the Administrative Agent, which appraisal shall be one ordered by the Administrative Agent or one ordered by the Company and on which the Administrative Agent and the Lenders may rely for lending purposes; provided that, the appraisal update dated July 19, 2019, prepared by Suncorp Valuations, and received by the Administrative Agent shall be the Appraisal in effect on the Closing Date.

“Appraisal Test Date” shall mean (a) the date of the delivery of any Appraisal Update delivered pursuant to Section 9.02(c)(i), (iii), (iv) or (v); (b) the date an Accordion Increase becomes effective (except for an Accordion Increase exercised prior to the fifth anniversary of the Closing Date, so long as, after giving effect to such Accordion Increase, the aggregate amount of the Facilities (including any undrawn portion of the Delayed Draw Term Loan Facility and the Revolving Credit Facility) does not exceed $360,000,000); and (c) subject to Section 9.02(c), the date as of which Collateral having a value as set forth in the immediately preceding Appraisal in excess of the greater of (x) 5% of the appraised value of all Collateral pursuant to the most recent Appraisal and (y) $40,000,000, in each case, calculated on a cumulative basis for all such transactions since the date of the most recent Appraisal, is to be released (or substituted), other than pursuant to an Excluded Asset Disposition.

“Appraisal Updates” shall mean an Appraisal delivered in connection with any Appraisal Test Date.

“Approved Fund” shall mean any Person (other than a natural Person) engaged in making, purchasing, holding or otherwise investing in commercial loans in its ordinary course of activities 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.

“Asset Exchange” shall mean any transfer of operating properties or assets by the Company or any of its Restricted Subsidiaries to any Person in which at least 75% of the consideration received by the transferor consists of operating properties or assets to be used by Company or any of its Restricted Subsidiaries in its business; provided that a transfer of Collateral the consideration of which consists of assets that are not Collateral shall not constitute an Asset Exchange.

“Assignment and Assumption Agreement” shall mean an Assignment and Assumption Agreement substantially in the form of Exhibit F (appropriately completed) or such other form as shall be acceptable to the Administrative Agent.

“Availability” shall mean, as of any applicable date, availability under the ABL Credit Facility.

“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“Bankruptcy Code” shall have the meaning provided in Section 11.05.

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“Base Rate” at any time shall mean the highest of (i) the Prime Rate, (ii) the rate which is 1/2 of 1% in excess of the Federal Funds Rate and (iii) the LIBOR Rate for a LIBOR Rate Loan with an interest period of one month commencing on such day plus 1.00%. For purposes of this definition, the LIBOR Rate shall be determined using the LIBOR Rate as otherwise determined by the Administrative Agent in accordance with the definition of LIBOR Rate, except that (x) if a given day is a Business Day, such determination shall be made on such day (rather than two (2) Business Days prior to the commencement of an Interest Period) or (y) if a given day is not a Business Day, LIBOR Rate for such day shall be the rate determined by the Administrative Agent pursuant to preceding the clause (x) for the most recent Business Day preceding such day. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or such LIBOR Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the Federal Funds Rate or such LIBOR Rate, respectively. In no event shall the Base Rate be less than zero.

“Base Rate Loan” shall mean each Loan which is designated or deemed designated as a Base Rate Loan by the applicable Borrower at the time of the incurrence thereof or conversion thereto.

“Benchmark” shall mean, initially, the LIBOR Rate; provided, that, if a replacement of the LIBOR Rate (or any subsequent Benchmark) has occurred pursuant to Section 3.01(g), then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” shall mean, for any Available Tenor:

(a)for purposes of Section 3.01(g)(i), the first alternative set forth below that can be determined by the Administrative Agent:

(i)the sum of: (A) Term SOFR and (B) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration, and 0.71513% (71.513 basis points) for an Available Tenor of twelve-months’ duration, or

(ii)the sum of: (A) Daily Simple SOFR and (B) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of the tenor of USD LIBOR with a SOFR-based rate having approximately the same length as the interest payment period specified in Section 3.01(g)(i); and

(b)for purposes of Section 3.01(g)(ii), the sum of (i) the alternate benchmark rate and (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrowers as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;

provided, that, if the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.

“Benchmark Replacement Conforming Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of

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“Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

“Benchmark Transition Event” shall mean, with respect to any then-current Benchmark other than the LIBOR Rate, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“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.

“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”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrowers” shall mean the Company and each Subsidiary Borrower.

“Borrowing” shall mean the borrowing of the same Type and Class of Loan by the Borrowers from all the Lenders having Commitments on a given date (or resulting from a conversion or conversions on such date), having in the case of LIBOR Rate Loans, the same Interest Period.

“Business Day” shall mean (i) for all purposes other than as covered by clause (ii) below, any day except Saturday, Sunday and any day which shall be in Xxx Xxxx Xxxx xx Xxxxxxxx, Xxxxxx, Xxxxxx a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, LIBOR Rate Loans, any day which is a Business Day described in

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clause (i) above and which is also a day for trading by and between banks in the New York or London interbank Eurodollar market.

“Xxxxxxx Mill” means the mill facility of the Borrowers located in Calhoun, Tennessee.

“Canadian Subsidiary” shall mean any Subsidiary of the Company organized now or hereinafter under the laws of Canada or a province or territory thereof.

“Capital Expenditures” shall mean, with respect to any Person, all expenditures by such Person which should be capitalized in accordance with GAAP and, without duplication, the amount of the principal portion of all Capitalized Lease Obligations incurred by such Person.

“Capital Lease” shall have the meaning provided in the definition of the term “Capitalized Lease Obligations.”

“Capitalization Ratio” means, as of any calculation date, the ratio of (i) Consolidated Funded Indebtedness of the Company and its Restricted Subsidiaries as of such calculation date to (ii) Total Capitalization of the Company and its Restricted Subsidiaries on a consolidated basis as of such calculation date. This ratio may be expressed as a percentage.

“Capitalized Lease Obligations” of any Person shall mean, subject to Section 13.07, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof (each, a “Capital Lease”), which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP. For the purposes of this Agreement and subject to the terms of Section 13.07, the amount of such obligations at any time shall be the capitalized amount thereof at such time, determined in accordance with GAAP.

“Cash Equivalents” shall mean:

(a)any evidence of Indebtedness, maturing not more than one year after the acquisition thereof, issued by the United States of America or Canada, or any instrumentality or agency thereof and guaranteed fully as to principal, interest and premium, if any, by the United States of America or Canada;

(b)any certificate of deposit, banker’s acceptance or time deposit (including Eurodollar time deposits), maturing not more than one year after the date of purchase, issued or guaranteed by or placed with (i) the ABL Agent, any lender under the ABL Credit Facility or any bank providing Cash Management Services to the Company or any of its Subsidiaries, (ii) any Lender or (iii) a commercial banking institution that has long-term debt rated “A2” or higher by Xxxxx’x or “A” or higher by S&P and which has a combined capital and surplus of not less than $500,000,000;

(c)commercial paper (i) maturing not more than 270 days after the date of purchase and (ii) issued by a corporation (other than a Credit Party or any Affiliate of a Credit Party) with a rating, at the time as of which any determination thereof is to be made, of “P-1” or higher by Xxxxx’x or “A-1” or higher by S&P (or equivalent rating in the case of Cash Equivalents held by a Foreign Subsidiary of the Company);

(d)investments in fully collateralized repurchase agreements with a term of not more than ninety (90) days for underlying securities of the types described in clause (a) above entered into with any bank or trust company meeting the qualifications specified in clause (b) above;

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(e)demand deposits with any bank or trust company;

(f)money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through (e) above; and

(g)in the case of the Foreign Subsidiaries of the Company, short-term investments comparable to the foregoing.

“Cash Management Services” shall mean any services provided from time to time to any Borrower or any of the Company’s Subsidiaries in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same has been amended and may hereafter be amended from time to time, 42 U.S.C. § 9601 et seq.

“CFC” shall mean a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“Change in Law” shall mean the occurrence after the Closing Date or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement, of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender (or, for purposes of Section 3.01, by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after such applicable date; 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 regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” shall mean the occurrence of any of the following:

(1)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2)the adoption of a plan relating to the liquidation or dissolution of the Company (other than a plan of liquidation of the Company that is a liquidation for tax purposes only);

(3)the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above) becomes the beneficial owner, directly or indirectly,

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of more than 50% of the voting stock of the Company, measured by voting power rather than number of shares;

(4)the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding voting stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the voting stock of the Company outstanding immediately prior to such transaction constitutes or is converted into or exchanged for a majority of the outstanding shares of the voting stock of such surviving or transferee Person (immediately after giving effect to such transaction); or

(5)any event constituting a “change of control” under the Senior Notes Indenture, the ABL Credit Facility or any other instruments governing any Indebtedness in excess of the Threshold Amount.

Notwithstanding the foregoing: (A) any holding company whose only significant asset is Equity Interests of the Company or any of its direct or indirect parent companies shall not itself be considered a “person” or “group” for purposes of clause (2) above; (B) the transfer of assets between or among the Company and its Restricted Subsidiaries shall not itself constitute a Change of Control; (C) the term “Change of Control” shall not include a merger or consolidation of the Company with, or the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s assets to, an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Company in another jurisdiction and/or for the sole purpose of forming or collapsing a holding company structure; (D) 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; and (E) a transaction in which the Company or any direct or indirect parent of the Company becomes a Subsidiary of another Person (other than a Person that is an individual, such Person that is not an individual, the “New Parent”) shall not constitute a Change of Control if (a) the shareholders of the Company or such parent immediately prior to such transaction “beneficially own” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, at least a majority of the voting power of the outstanding voting stock of such parent immediately following the consummation of such transaction or (b) immediately following the consummation of such transaction, no “person” (as such term is defined above), other than the New Parent, “beneficially owns” (as such term is defined above), directly or indirectly through one or more intermediaries, more than 50% of the voting power of the outstanding voting stock of the Company or the New Parent.

“Class” (a) when used with respect to Lenders, shall refer to whether such Lender has a Loan or Commitment with respect to the Revolving Credit Facility or the Delayed Draw Term Loan Facility, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Commitments or Delayed Draw Term Loan Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Loans under the Revolving Credit Facility or the Delayed Draw Term Loan Facility.

“Closing Date” shall mean October 28, 2019.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

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“Collateral” shall mean the real property and furniture, fixtures and equipment constituting the Xxxxxxx Mill (other than, for the avoidance of doubt, assets that constitute ABL Priority Collateral) and all other property (whether real, personal or otherwise) with respect to which any security interests have been granted (or purported to be granted) pursuant to any Security Document (including any Additional Security Documents) or are required to be granted in accordance with requirements set forth in Section 2.14, Section 9.12, Section 9.13, or Section 9.14.

“Collateral Agent” shall have the meaning set forth in the recitals hereto.

“Collateral Cooperation Agreement” shall mean that certain Collateral Cooperation Agreement dated as of September 7, 2016 among the Administrative Agent (as successor in interest to American AgCredit, PCA, administrative agent under the Existing Credit Agreement), the Collateral Agent (as successor in interest to American AgCredit, PCA, collateral agent under the Existing Credit Agreement) and the ABL Agent.

“Collateral Coverage Ratio” shall mean, as of any calculation date, the ratio of (i) the sum of the appraised value of the assets included as Collateral pursuant to the most recent Appraisal or Appraisal Update (subject to the provisos in Section 9.02(c)) to (ii) the sum of (a) the remaining unfunded Commitments under this Agreement (including, if applicable, any unfunded Commitments pursuant to Section 2.13 to the extent the option to increase the aggregate Commitments under this Agreement has been exercised) and (b) outstanding Loans. This ratio may be expressed as a percentage.

“Combined Group” shall mean the Credit Parties and each Canadian Subsidiary.

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment or Delayed Draw Term Loan Commitment.

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

“Company” shall have the meaning provided in the preamble hereto.

“Compliance Certificate” shall mean a certificate of the Responsible Officer of the Company substantially in the form of Exhibit E hereto, and in any case, in form and substance reasonably satisfactory to the Administrative Agent.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, plus:

(a)without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of:

(i)Consolidated Interest Expense for such period;

(ii)provision for taxes based on income, profits or losses (determined on a consolidated basis) during such period;

(iii)all amounts attributable to depreciation, depletion and amortization for such period, including, but not limited to, any acceleration thereof;

(iv)any extraordinary losses for such period;

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(v)any Non-Cash Charges for such period;

(vi)non-recurring charges and/or restructuring charges for such period relating to current or anticipated future cash expenditures, including closure costs, impairment and other related charges in connection with asset closures, optimization initiatives or consolidation of assets, in an aggregate amount not to exceed in any Test Period 20% of Consolidated EBITDA for such Test Period (prior to giving effect to this clause (vi)); and

(vii)deferred financing fees (and any write-offs thereof);

provided that, to the extent not reflected in Consolidated Net Income for the period in which such cash payment is made, any cash payment made with respect to any Non-Cash Charges added back in computing Consolidated EBITDA for any prior period pursuant to clause (v) above (or that would have been added back had this Agreement been in effect during such prior period) shall be subtracted in computing Consolidated EBITDA for the period in which such cash payment is made; and minus

(b)without duplication and to the extent included in determining such Consolidated Net Income:

(i)any extraordinary gains for such period; and

(ii)any non-cash gains for such period (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period);

in each case of clauses (a) and (b), determined on a consolidated basis in accordance with GAAP; provided, further, that Consolidated EBITDA for any period shall be calculated so as to exclude (without duplication of any adjustment referred to above) the effect of:

(1)the cumulative effect of any changes in GAAP or accounting principles applied by management;

(2)any gain or loss for such period that represents after-tax gains or losses attributable to any sale, transfer or other disposition or abandonment of assets by the Company or any of its Restricted Subsidiaries, other than dispositions or sales of inventory and other dispositions in the ordinary course of business;

(3)any income or loss for such period attributable to the early extinguishment of Indebtedness or accounts payable;

(4)any non-cash gains or losses on foreign currency derivatives and any foreign currency transaction non-cash gains or losses and any foreign currency exchange translation gains or losses that arise on consolidation of integrated operations; and

(5)xxxx-to-market adjustments in the valuation of derivative obligations resulting from the application of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities.

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“Consolidated Fixed Charge Coverage Ratio” shall mean, for any period, the ratio of (a) Consolidated EBITDA for such period minus the sum of (A) the aggregate amount of all Capital Expenditures made by the Company and its Restricted Subsidiaries during such period (other than (x) Capital Expenditures to the extent financed with equity net cash proceeds, asset sale net cash proceeds, condemnation net cash proceeds, insurance net cash proceeds or Indebtedness but including Capital Expenditures to the extent financed with proceeds of loans under the ABL Credit Facility and (y) the aggregate amount of Growth Capital Expenditures made with cash on the balance sheet by the Company and its Restricted Subsidiaries solely up to the lesser of (x) $250,000,000 in the aggregate and (y) the total amount of unrestricted cash on hand at the Company as of the Closing Date (as such term is defined in the ABL Credit Facility); provided that (i) the Company provides the Administrative Agent promptly after the end of each fiscal quarter with a report of the Capital Expenditures made with such unrestricted cash from the balance sheet for such fiscal quarter, and (ii) such Growth Capital Expenditures shall only be excluded to the extent there are no outstanding loans under the ABL Credit Facility at the time of calculation of the Consolidated Fixed Charge Coverage Ratio) plus (B) the amount of all cash payments during such period made by the Company and its Restricted Subsidiaries in respect of income taxes (net of cash income tax refunds during such period) (excluding such cash payments related to asset sales not in the ordinary course of business) to (b) Consolidated Fixed Charges for such period.

“Consolidated Fixed Charges” shall mean, for any period, the sum of (a) cash Consolidated Interest Expense of the Company and its Restricted Subsidiaries for such period plus (b) the scheduled principal payments made during such period on all Indebtedness for borrowed money and Capital Leases of the Company and its Restricted Subsidiaries for such period plus (c) the aggregate amount of all regularly scheduled Restricted Payments paid in cash by the Company with respect to its Equity Interests during such period; plus (d) (i) actual cash pension funding payments made by the Company and its Restricted Subsidiaries with respect to pension funding obligations for such period, minus (ii) the profit and loss statement charge (or benefit) with respect to such pension funding obligations for such period; provided that in no event shall actual voluntary cash pension funding payments made by the Company and its Restricted Subsidiaries with respect to pension funding obligations for such period be included.

“Consolidated Funded Indebtedness” shall mean, with respect to any Person, without duplication, (i) all Indebtedness of such Person for borrowed money, (ii) all purchase money Indebtedness of such Person, including without limitation all Capitalized Lease Obligations, (iii) all guaranty obligations of such Person with respect to Indebtedness of another Person described in clauses (i) and (ii) above, (iv) all obligations of such Person as an account party to reimburse any bank or other Person in respect of letters of credit or acceptances issued or created for the account of such Person, and (v) all Indebtedness described in clauses (i) and (ii) above of another Person secured by a Lien on any property of such Person, whether or not such Indebtedness has been assumed, in each case, if and to the extent any of the preceding items would appear as a liability upon a balance sheet (excluding the footnotes) of such Person prepared in accordance with GAAP.

“Consolidated Interest Expense” shall mean, for any period, the interest expense (other than for the purposes of Consolidated Fixed Charges, net of interest income on Cash Equivalents) of the Company and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by the Company and its Restricted Subsidiaries with respect to Hedging Agreements, but excluding any gain or loss recognized under GAAP that results from the xxxx-to-market valuation of any Hedging Agreement.

“Consolidated Net Income” shall mean, for any period, the net income (or loss) of the Company and its Restricted Subsidiaries on a consolidated basis for such period taken as a single accounting period

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determined in conformity with GAAP; provided that there shall be excluded from such calculation (a) the income (or loss) of any Restricted Subsidiary of the Company that is not wholly owned by the Company to the extent such income (or loss) is attributable to the non-controlling interest in such Restricted Subsidiary, and (b) the income (or loss) of any Person accrued prior to the date it becomes (or, for pro forma purposes, is deemed to have become) a Restricted Subsidiary of the Company or is merged into or consolidated with the Company or any of its Restricted Subsidiaries or the date that Person’s assets are acquired by the Company or any of its Restricted Subsidiaries.

“Consolidated Net Worth” shall mean, for any date of determination, (i) Consolidated Total Assets minus the (ii) sum of (x) Consolidated Total Liabilities and (y) all amounts properly attributable to minority interests in the stock and surplus of Subsidiaries as of the most recent fiscal quarter end for which financial statements have been delivered; provided that in determining such Consolidated Net Worth, (i) any changes after June 30, 2019 in “Accumulated Other Comprehensive Income (Loss)” as shown on the balance sheet of the Company and its Restricted Subsidiaries on a consolidated basis and prepared in accordance with GAAP and (ii) any amounts reclassified to the “Consolidated Statement of Operations” from the “Accumulated Other Comprehensive Income (Loss)” as of June 30, 2019 shall be excluded.

“Consolidated Total Assets” shall mean, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the Company and its Restricted Subsidiaries as of the most recent fiscal quarter end for which financial statements have been delivered.

“Consolidated Total Liabilities” shall mean, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption “total liabilities” (or any like caption) on a consolidated balance sheet of the Company and its Restricted Subsidiaries as of the most recent fiscal quarter end for which financial statements have been delivered.

“Contingent Obligation” shall mean, as to any Person, any obligation of such Person as a result of such Person being a general partner of any other Person, unless the underlying obligation is expressly made non-recourse as to such general partner, and any obligation of such Person guaranteeing or intended to guarantee any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any such obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) 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 or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

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“Credit Documents” shall mean this Agreement and, after the execution and delivery thereof pursuant to the terms of this Agreement, each Note, each Security Document, any intercreditor agreement contemplated by this Agreement, the Collateral Cooperation Agreement, any other collateral cooperation agreement contemplated by Section 10.01(vi) and each Additional Term Loan Facility Agreement and Accordion Agreement (but specifically excluding any Hedging Agreements relating to any Secured Hedging Obligations).

“Credit Extension” shall mean the making of any Loan but shall not include conversions and continuations of outstanding Loans.

“Credit Parties” shall mean each Borrower and each Subsidiary Guarantor.

“Credit Party Guaranty” shall mean the guaranty of each Credit Party pursuant to Section 14.

“Daily Simple SOFR” shall mean, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that, if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debtor Relief Laws” shall mean the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect, including any proceeding under corporate law or other law of any jurisdiction whereby a corporation seeks a stay or a compromise of the claims of its creditors against it and each of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada).

“Default” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“Default Rate” shall have the meaning assigned to such term in Section 2.06(c).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” shall mean any Lender that (a) has failed to comply with its funding obligations hereunder, and such failure is not cured within two (2) Business Days; (b) has notified the Administrative Agent or any Borrower that such Lender does not intend to comply with its funding obligations hereunder or under any other credit facility, or has made a public statement to that effect; (c) has failed, within three (3) Business Days following request by the Administrative Agent or any Borrower, to confirm in a manner satisfactory to the Administrative Agent and Borrowers that such Lender will comply with its funding obligations hereunder; or (d) has, or has a direct or indirect parent company that has, become the subject of an insolvency proceeding (including reorganization, liquidation, or appointment of a receiver, custodian, administrator or similar Person by the Federal Deposit Insurance Corporation or any other regulatory authority); provided, however, that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of an equity interest in such Lender or parent company unless the ownership provides immunity for such Lender from jurisdiction of courts within the United States or from enforcement of judgments or writs of attachment on its assets, or permits such Lender or Governmental Authority to repudiate or otherwise to reject such Lender’s agreements.

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“Delayed Draw Term Loan” shall mean advances made to or at the request of a Borrower pursuant to Section 2.01(b).

“Delayed Draw Term Loan Advance Date” shall mean the date a Delayed Draw Term Loan is advanced.

“Delayed Draw Term Loan Borrowing” shall mean a Borrowing comprised of a Delayed Draw Term Loan.

“Delayed Draw Term Loan Commitment” shall mean, with respect to each Delayed Draw Term Loan Lender, the commitment, if any, of such Lender to make a Delayed Draw Term Loan hereunder up to the amount set forth and opposite such Lender’s name on Schedule 2.01 under the caption “Delayed Draw Term Loan Commitment,” or in the Assignment and Assumption Agreement pursuant to which such Lender assumed its Delayed Draw Term Loan Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 13.04. The aggregate amount of the Lenders’ Delayed Draw Term Loan Commitments on the First Amendment Effective Date is $180,000,000.

“Delayed Draw Term Loan Commitment Termination Date” shall mean the earliest of (i) April 19, 2024, (ii) the date on which the Delayed Draw Term Loan Commitments are terminated pursuant to Section 2.07 and (iii) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise).

“Delayed Draw Term Loan Facility” shall mean the delayed draw term loan facility made available to the Borrowers by the Lenders pursuant to Section 2.01(b).

“Delayed Draw Term Loan Facility Unused Line Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Delayed Draw Term Loan Lender” shall mean a Lender with a Delayed Draw Term Loan Commitment or that holds a portion of a Delayed Draw Term Loan.

“Delayed Draw Term Loan Maturity Date” shall mean the date that is six, seven, eight, nine or ten years from the Delayed Draw Term Loan Advance Date of such Delayed Draw Term Loan, as set forth in the Loan Notice for such Delayed Draw Term Loan.

“Delayed Draw Term Loan Note” shall mean each delayed draw term loan note substantially in the form of Exhibit B2 hereto.

“Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with a sale of assets that is so designated as Designated Non-Cash Consideration pursuant to an officers’ certificate, setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“Disqualified Equity Interests” shall mean that portion of any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than redeemable only for Equity Interests of such Person that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, on or prior to the date that is six months after the Latest Maturity Date, provided, however, that any Equity Interest that would not constitute a

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Disqualified Equity Interest but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Equity Interest upon the occurrence of a “change of control” shall not constitute a Disqualified Equity Interest if:

(a)the “change of control” provisions applicable to such Equity Interest are not more favorable to the holders of such Equity Interest than the terms applicable to the Loans; and

(b)any such requirement only becomes operative after compliance with such terms applicable to the Loans.

“Xxxx-Xxxxx and Basel III” shall have the meaning set forth in Section 3.01(d).

“Domestic Subsidiary” shall mean any Subsidiary organized under the laws of the United States, any state thereof or the District of Columbia.

“Early Opt-in Effective Date” shall mean, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders and the Company, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders and the Company, written notice of objection to such Early Opt-in Election from either Lenders comprising the Required Lenders.

“Early Opt-in Election” shall mean, the occurrence of:

(a)a notification by the Administrative Agent to (or the request by the Borrowers to the Administrative Agent to notify) each of the other parties hereto that at least fifty (50) currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(b)the joint election by the Administrative Agent and the Borrowers to trigger a fallback from the LIBOR Rate and the provision by the Administrative Agent of written notice of such election to the Lenders.

“Eligible Assignee” shall mean a Person that is (a) a Lender, Affiliate of a Lender or Approved Fund; (b) any other assignee or participant; provided that, in the case of (i) an assignment or (ii) a sale of a participation by a Farm Credit Lender to a Person that is not a Farm Credit Lender, such assignee or participant must be approved by (x) the Company (which approval shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within ten (10) days after notice of the proposed assignment; provided, however, than an objection to a prospective assignee or participant based on a decrease in the patronage dividend payable to the Credit Parties shall be considered a reasonable basis for withholding such approval), and (y) the Administrative Agent; or (c) during an Event of Default, any Person acceptable to the Administrative Agent in its discretion.

“Environment” shall mean ambient air, indoor air, surface water, groundwater, drinking water, land surface and sub-surface strata, sediments and natural resources such as wetlands, flora and fauna.

“Environmental Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens and/or notices of noncompliance or violation, relating to any Environmental Law or, any permit issued, or any approval given, under any such Environmental Law, including, without limitation, (a) by governmental or regulatory authorities for

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enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief arising out of or relating to an alleged injury or threat of injury to human health or the Environment due to any Release or threat of Release of any Hazardous Materials not in compliance with Environmental Law.

“Environmental Law” shall mean any applicable federal, state, provincial, foreign, municipal, local or foreign statute, law, rule, regulation, ordinance, code, binding guideline and rule of common law, now or hereafter in effect and in each case as amended, and any applicable published judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment relating to pollution or protection of the Environment, occupational safety or health or Hazardous Materials, including, without limitation, CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act (commonly known as the Clean Water Act), 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.; and any federal, state, provincial, municipal, local or foreign counterparts or equivalents, in each case as amended from time to time.

“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company or unlimited liability company membership interest.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and, unless the context indicates otherwise, the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA as in effect at the date of this Agreement and any successor Section thereof.

“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which together with any Credit Party would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code and, solely with respect to Section 412 of the Code, within the meaning of Sections 414(b), (c), (m) or (o) of the Code.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, but excluding any event for which the 30-day notice period is waived with respect to a Plan, (b) any failure to make a required contribution to any Plan or Multiemployer Plan that would result in the imposition of a Lien or other encumbrance or the failure to satisfy the minimum funding standards set forth in Sections 412 or 430 of the Code or Section 302 or 303 of ERISA, or the arising of such a Lien or encumbrance, with respect to a Plan, (c) the incurrence by the Company, a Restricted Subsidiary, or an ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal (including under Section 4062(e) of ERISA) of any of the Company, a Restricted Subsidiary, or an ERISA Affiliate from any Plan or Multiemployer Plan, (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or the receipt by the Company, a Restricted Subsidiary, or an ERISA Affiliate from the PBGC or a plan administrator of any notice of intent to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan, (e) the adoption of any amendment to a Plan that would require the provision of security pursuant to the Code, ERISA or other applicable law, (f) the receipt by the Company, a Restricted Subsidiary, or an ERISA Affiliate of any notice concerning

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statutory liability arising from the withdrawal or partial withdrawal of the Company, a Restricted Subsidiary, or an ERISA Affiliate from a Multiemployer Plan or a determination that a Multiemployer Plan is insolvent or in reorganization, within the meaning of Title IV of ERISA, (g) the occurrence of any non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to which the Company or any Restricted Subsidiary is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which the Company or any Restricted Subsidiary could reasonably be expected to have liability, (h) the occurrence of any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of any Plan or the appointment of a trustee to administer any Plan, (i) the filing of any request for or receipt of a minimum funding waiver under Section 412(c) of the Code with respect to any Plan or Multiemployer Plan, (j) a determination that any Plan is in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (k) the receipt by the Company, a Restricted Subsidiary or any ERISA Affiliate of any notice that a Multiemployer Plan is, or is expected to be, in endangered or critical status under Section 305 of ERISA or (l) any other extraordinary event or condition with respect to a Plan or Multiemployer Plan which could reasonably be expected to result in a Lien or any acceleration of any statutory requirement to fund all or a substantial portion of the unfunded accrued benefit liabilities of such plan.

“Escrow Indebtedness Escrow Account” shall mean an escrow account subject to a customary escrow agreement holding the proceeds of Indebtedness permitted hereunder and providing for the release of such proceeds upon the occurrence of a specified contingency.

“Event of Default” shall have the meaning provided in Section 11.

“Excluded Asset Disposition” shall mean, with respect to any Collateral, (a) any transfer to a Credit Party that is made (i) with at least ten (10) Business Days’ prior written notice to the Administrative Agent and (ii) subject to the Liens in favor of the Collateral Agent, pursuant to documentation reasonably satisfactory to the Administrative Agent (if requested by the Administrative Agent); (b) any disposition or transfer made pursuant to a Tax Incentive Transaction; (c) transfers of obsolete or worn-out property in the ordinary course of business; (d) transfers in the ordinary course of business of property which has previously been replaced by other Collateral having an equal or higher value than the Collateral being disposed; and (e) [reserved].

“Excluded Swap Obligation” shall mean, 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 Section 14.11 hereof and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Credit 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” shall mean, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Credit Party under any

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Credit Document, (a) income Taxes imposed on (or measured by) its net income and franchise (and similar) Taxes imposed on it in lieu of income Taxes, either pursuant to the laws of the jurisdiction in which such recipient is organized or in which the principal office or applicable lending office of such recipient is located (or any political subdivision thereof) or as a result of any other present or former connection between it and the jurisdiction imposing such Tax (other than a connection arising from such Administrative Agent, Lender or other 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 Credit Document, or sold or assigned an interest in any Loan or Credit Document), (b) any branch profits Taxes under Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause (a) above, (c) in the case of a Lender (other than an assignee pursuant to a request by the Company under Section 3.04), any U.S. federal withholding Tax that is imposed on amounts payable to such Lender pursuant to a law in effect at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new lending office (or assignment), to receive additional amounts from a Credit Party with respect to such U.S. federal withholding Tax pursuant to Section 5.01, (d) any withholding Tax that is attributable to such recipient’s failure to comply with Section 5.01(b) or Section 5.01(c) (in each case, subject to Section 5.01(d)), (e) any withholding Taxes imposed under FATCA and (f) U.S. federal backup withholding Taxes pursuant to Code Section 3406.

“Executive Order” shall mean Executive Order No. 13224 on Terrorist Financing effective September 24, 2001.

“Existing Indebtedness” shall have the meaning provided in Section 10.04(vii).

“Facility” shall mean the Revolving Credit Facility or the Delayed Draw Term Loan Facility, as the case may be.

“Farm Credit Act” shall mean the Farm Credit Act of 1971 (as amended from time to time).

“Farm Credit Equities” shall have the meaning provided in Section 9.15.

“Farm Credit Lender” means a lending institution organized and existing pursuant to the provisions of the Farm Credit Act and under the regulation of the Farm Credit Administration, an agency organized under the authority of the Farm Credit Act.

“FATCA” shall mean 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), any current or future regulations thereunder or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above), and any intergovernmental agreements implementing the foregoing.

“FCA” shall mean the Financial Conduct Authority.

“FCCR Test Amount” shall have the meaning provided in Section 10.11(b).

“FCPA” shall have the meaning provided in Section 8.15(c).

“Federal Funds Rate” shall mean (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is

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published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/8 of 1%) charged to the Administrative Agent on the applicable day on such transactions, as determined by the Administrative Agent. In no event shall the Federal Funds Rate be less than zero.

“Fees” shall mean all amounts payable pursuant to or referred to in Section 2.05.

“First Amendment Effective Date” shall mean April 19, 2021.

“Fixed Rate” means, with respect to the Delayed Draw Term Loans, the fixed rate of interest determined to apply to all or a portion of such Loans pursuant to procedures and documentation set forth on Schedule 1.01C hereto.

“Fixed Rate Loans” means all or a portion of the Delayed Draw Term Loans that have become subject to a Fixed Rate.

“Flood Insurance Laws” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“Floor” shall mean the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the LIBOR Rate.

“Foreign Pension Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States or Canada by the Company or any one or more of its Restricted Subsidiaries primarily for the benefit of employees of the Company or such Restricted Subsidiaries residing outside the United States or Canada, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA, or the Canadian Employee Benefits Legislation.

“Foreign Subsidiaries” shall mean each Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” shall mean generally accepted accounting principles in the United States of America as in effect from time to time; provided that determinations made pursuant to this Agreement in accordance with GAAP are subject (to the extent provided therein) to Section 13.07(a).

“Governmental Approvals” shall mean all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

“Governmental Authority” shall mean the government of the United States of America or any other nation or any political subdivision thereof, whether state, provincial, municipal 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.

“Growth Capital Expenditures” shall mean Capital Expenditures that are not for the maintenance, replacement or operation of existing facilities, or administration of the business of the Company or its Subsidiaries, but rather expended to reduce cost position, to improve quality, to diversify product mix, or to grow the scope, geographical reach, capacity, or product mix of the operations of the Company and its

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Subsidiaries, which expenditures have been determined by the Company, with the consent of the ABL Agent, to qualify as designated as “Growth Capital Expenditures” under the ABL Credit Facility.

“Guaranteed Creditors” shall mean and include (x) each of the Administrative Agent, the Collateral Agent and the Lenders and (y) the Administrative Agent, any Lender and any Affiliate or branch of the Administrative Agent or any Lender (even if the Administrative Agent or such Lender subsequently ceases to be the Administrative Agent or a Lender under this Agreement for any reason) so long as the Administrative Agent, such Lender or such Affiliate served such purposes at the time of entry into a particular Secured Hedging Obligation and their subsequent assigns, if any, whether now in existence or hereafter arising.

“Guarantor” shall mean each Borrower and each Subsidiary Guarantor.

“Guaranty” shall mean and include each of the Credit Party Guaranty and any additional guaranty entered into pursuant to Section 9.12.

“Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, asbestos that is or could become friable, urea formaldehyde foam insulation, polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous substances,” “restricted hazardous waste,” “toxic substances,” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance regulated under or which can give rise to liability under any Environmental Law.

“Hedging Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or its Subsidiaries shall be a Hedging Agreement.

“IBA” shall mean the administrator for the London interbank offered rate for U.S. dollars.

“Immaterial Subsidiary” shall mean each Restricted Subsidiary of the Company now existing or hereafter acquired or formed and each successor thereto that (i) for the most recent period of four consecutive fiscal quarters of the Company accounted (on a consolidated basis with its Restricted Subsidiaries) for less than 5% of the consolidated revenues of the Company or (ii) as of the end of such fiscal quarter, was (on a consolidated basis with its Restricted Subsidiaries) the owner of less than 5% of the Consolidated Total Assets of the Company, as shown on the consolidated financial statements of the Company for such fiscal quarter. Schedule 1.01B sets forth each Restricted Subsidiary that is an Immaterial Subsidiary that has not executed this Agreement as a Guarantor on and as of the Closing Date. The Company may designate any Immaterial Subsidiary which does not constitute an Immaterial Subsidiary under the foregoing sentence as no longer constituting an Immaterial Subsidiary.

“Incurrence Test” shall the meaning provided in Section 10.04(iv).

“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding (i) trade accounts payable and accrued

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expenses arising in the ordinary course of business and (ii) any contingent earnout or other contingent payment obligation incurred in connection with an acquisition permitted hereunder (but only to the extent that such obligation has not become fixed)), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed by such Person (and in the event such Person has not assumed or otherwise become liable for payment of such obligation, the amount of Indebtedness under this clause (e) shall be the lesser of the amount of such obligation and the fair market value of such property), (f) all Contingent Obligations of such Person with respect to Indebtedness of any other Person, (g) all Capitalized Lease Obligations of such Person, (h) all net obligations of such Person in respect of Hedging Agreements (such net obligations to be equal at any time to the termination value of such Hedging Agreements or other arrangements that would be payable by or to such Person at such time), (i) all obligations of such Person as an account party to reimburse any bank or any other Person in respect of letters of credit and (j) all Disqualified Equity Interests issued by such Person with the amount of Indebtedness represented by such Disqualified Equity Interests being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Equity Interest or preferred stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interest or preferred stock as if such Disqualified Equity Interest or preferred stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Equity Interest or preferred stock, such fair market value shall be determined reasonably and in good faith by the board of directors or comparable body of the issuer of such Disqualified Equity Interest or preferred stock. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner, except to the extent such Indebtedness is expressly non-recourse to such Person. Notwithstanding clause (e) above, Indebtedness shall not include (A) Indebtedness of a Joint Venture or a Joint Venture Subsidiary secured by a pledge of Equity Interests in such Joint Venture or Joint Venture Subsidiary and otherwise without recourse to the pledgor and (B) Indebtedness incurred by a landlord and secured by real property leased by the Company or any of its Subsidiaries irrespective of whether the lease held by the Company or such Subsidiary has been subordinated to the Lien securing such Indebtedness.

“Indemnified Liabilities” shall have the meaning provided in Section 13.01(a).

“Indemnified Person” shall have the meaning provided in Section 13.01(a).

“Indemnified Taxes” shall mean all Taxes other than (i) Excluded Taxes and (ii) Other Taxes.

“Instrument” shall have the meaning provided in Article 9 of the UCC.

“Intellectual Property” shall mean all worldwide rights in and to (i) patents, (ii) trademarks, service marks, trade names, trade dress, trade styles, domain names and other identifiers of source or goodwill, (iii) copyrights and works subject to copyright laws, (iv) computer software, data and databases, (v) industrial designs and other protections for designs, (vi) inventions, discoveries, trade secrets, know-how and other proprietary or confidential information, and (vii) issuances, registrations or applications for any of the foregoing.

“Interest Coverage Ratio” shall mean, on the date of any incurrence of Indebtedness or any other event, in respect of which the Incurrence Test is to be satisfied (the “Test Date”), the ratio of (a) aggregate amount of Consolidated EBITDA for the then most recent four fiscal quarters for which financial statements have been delivered immediately prior to such date (the “Four Quarter Period”) to (b) the

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aggregate Consolidated Interest Expense for such Four Quarter Period. In making the foregoing calculation, (A) pro forma effect shall be given to any Indebtedness incurred or repaid (including any Indebtedness irrevocably called for redemption) during the period (the “Reference Period”) commencing on the first day of the Four Quarter Period and ending on the Test Date (other than Indebtedness incurred or repaid hereunder or under any similar arrangement except to the extent commitments hereunder or thereunder, as the case may be, (or under any predecessor or successor revolving credit or similar arrangement in effect on the last day of such Four Quarter Period) are permanently reduced), in each case as if such Indebtedness had been incurred or repaid on the first day of such Reference Period; (B) pro forma effect shall be given to asset sales and acquisitions (including giving pro forma effect to the application of proceeds of any asset sale) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and (C) pro forma effect shall be given to asset sales and acquisitions (including giving pro forma effect to the application of proceeds of any asset sale) that have been made by any Person that has become a Restricted Subsidiary or has been merged or amalgamated with or into the Company or any Restricted Subsidiary during such Reference Period and that would have constituted asset sales or acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset sales or acquisitions were asset sales or acquisitions that occurred on the first day of such Reference Period; provided that to the extent that clause (B) or (C) of this sentence requires that pro forma effect be given to an asset sale or acquisition, such pro forma calculation shall be based upon the four full fiscal quarters immediately preceding the Test Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available.

“Interest Determination Date” shall mean, with respect to any LIBOR Rate Loan, the second Business Day prior to the commencement of any Interest Period relating to such LIBOR Rate Loan.

“Interest Period” shall mean, as to any Borrowing of a LIBOR Rate Loan, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is one, two, three or six months (or, if available to all Lenders under the relevant Facility, twelve months) thereafter, as the Relevant Borrower may elect, or the date any Borrowing of a LIBOR Rate Loan is converted to a Borrowing of a Base Rate Loan in accordance with Section 2.08 or repaid or prepaid in accordance with Section 2.07 or Section 2.09; provided that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day; provided, further, that (x) no Interest Period in respect of any Revolving Loan shall extend beyond the Revolving Maturity Date and (y) no Interest Period in respect of any Delayed Draw Term Loan shall extend beyond the Delayed Draw Term Loan Maturity Date. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

“Investment Election” shall have the meaning provided in Section 10.05.

“Investment Test Date” shall have the meaning provided in Section 10.05.

“Investments” shall have the meaning provided in Section 10.05.

“Joint Venture” shall mean any Person other than an individual or a Subsidiary of the Company (i) in which the Company or any Restricted Subsidiary holds or acquires an ownership interest (by way of ownership of Equity Interests or other evidence of ownership) and (ii) which is engaged in a business permitted by Section 10.09.

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“Joint Venture Subsidiary” shall mean any non-Wholly-Owned Subsidiary which constitutes a bona fide joint venture with a third party, in each case for so long as such Subsidiary remains a Non-Wholly-Owned Subsidiary.

“Latest Maturity Date” shall mean, at any date of determination, the latest maturity date applicable to any Loan or Commitment hereunder as of such date of determination.

“Lead Arranger” shall mean AAC in its capacity as sole lead arranger and sole bookrunner, as applicable, under this Agreement.

“Lender” shall mean each financial institution listed on Schedule 2.01, as well as any Person that becomes a “Lender” hereunder pursuant to Section 2.13, 3.04 or 13.04.

“LIBOR Rate” shall mean, for each Interest Period, the per annum rate of interest (rounded up to the next whole multiple of 1/100 of 1%) reported by Bloomberg Information Services (or any successor or substitute service comparable thereto, as determined by the Administrative Agent from time to time, that provides quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m. (London time) two (2) Business Days prior to an interest period, for a term equivalent to such period, as the rate for U.S. Dollar deposits with a maturity comparable to such interest period; provided, that, if the LIBOR Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“LIBOR Rate Loan” shall mean each Revolving Loan or Delayed Draw Term Loan designated as such by the Relevant Borrower at the time of the incurrence thereof or conversion thereto.

“LIBOR Replacement Rate” shall have the meaning provided in Section 3.01(g).

“LIBOR Scheduled Unavailability Date” shall have the meaning provided in Section 3.01(g).

“Lien” shall mean any mortgage, charge, pledge, hypothecation, collateral assignment, encumbrance, deemed, constructive or statutory trust, flawed asset agreement, security conveyance, lien (statutory or other) or arrangement to provide any preference or priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, and any financing lease having substantially the same effect as any of the foregoing).

“Loans” shall mean advances made to or at the instructions of a Borrower pursuant to Section 2 hereof and may constitute Revolving Loans or Delayed Draw Term Loans.

“Margin Stock” shall have the meaning provided in Regulation U.

“Material Adverse Effect” shall mean any circumstance or condition affecting the business, assets, operations, properties or financial condition of the Company and its Restricted Subsidiaries taken as a whole that would, individually or in the aggregate, reasonably be expected to materially adversely affect, (x) the ability of the Company and the other Credit Parties, taken as a whole, to perform their obligations under the Credit Documents or (y) the rights and remedies of the Administrative Agent, the Collateral Agent or the Lenders under the Credit Documents.

“Maturity Date” shall mean the Revolving Maturity Date as to any Revolving Loans and the Delayed Draw Term Loan Maturity Date as to any Delayed Draw Term Loans.

“Moody’s” shall mean Xxxxx’x Investors Service, Inc.

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“Mortgage” shall mean (a) the Amended and Restated Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing or similar security instrument encumbering the Xxxxxxx Mill and (b) any other mortgage, debenture, leasehold mortgage, deed of trust, deed of immovable hypothec, leasehold deed of trust, deed to secure debt, leasehold deed to secure debt or similar security instrument encumbering any Mortgaged Property in form and substance reasonably satisfactory to the Administrative Agent, in favor of the Collateral Agent for the benefit of the Secured Creditors, as the same may be amended, modified, restated and/or supplemented from time to time.

“Mortgaged Property” means the real property which comprises a part of the Xxxxxxx Mill and any other real property of a Credit Party or any other Person that is or will become encumbered by a Mortgage in favor of the Collateral Agent pursuant to Section 2.09(b)(iv) or otherwise in accordance with the terms of the Credit Documents.

“Mortgaged Property Support Documents” means with respect to any real property subject to a Mortgage, the following documents: (a) if reasonably requested by the Administrative Agent, maps or plats of an as-built survey of the sites of the applicable Mortgaged Property certified to the Administrative Agent and the title insurance company issuing the policies referred to in clause (b) below in a manner reasonably satisfactory to each of the Administrative Agent and such title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors in 2016 with items 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 13, 14, 16, 17 and 19 from Table A thereof completed; (b) ALTA mortgagee title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to the applicable Mortgaged Property, assuring the Collateral Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall provide for coverage not less than the aggregate amount of the Facilities (unless otherwise agreed by the Administrative Agent) and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent; (c) evidence as to (i) whether the applicable Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (ii) if the applicable Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (1) as to the fact that such Mortgaged Property is a Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders and (d) a completed environmental questionnaire on the forms required by the Administrative Agent regarding each parcel of real property subject to a Mortgage showing no environmental conditions in violation of Environmental Laws or liabilities under Environmental Laws, either of which could reasonably be expected to have a Material Adverse Effect.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA under which the Company or a Restricted Subsidiary has any obligation or liability, including on account of an ERISA Affiliate.

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“NAIC” shall mean the National Association of Insurance Commissioners.

“Net Cash Proceeds” means (a) with respect to any sale, transfer or disposition of Collateral, proceeds (including, when received, any deferred or escrowed payments) received by a Credit Party in cash from such sale, transfer or disposition, net of (i) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees, accounting, investment banking, commissions and other fees and expenses; (ii) amounts applied to repayment of Indebtedness secured by a Lien permitted pursuant to this Agreement which is senior to the Collateral Agent’s Liens on the Collateral sold, transferred or disposed of; (iii) transfer or similar taxes paid or payable with respect to such sale, transfer or disposition; (iv) all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP as a result of such sale, transfer or disposition and (v) reserves for indemnities with respect to such sale, transfer or disposition or with respect to liabilities associated with the Collateral subject to such sale, transfer or disposition, until such reserves are no longer needed and (b) with respect to any Recovery Event, an amount equal to cash payments received by a Borrower or any of its Subsidiaries from such Recovery Event, net of (i) all customary, bona fide, out-of-pocket direct costs incurred by a Borrower and its Subsidiaries in connection with collecting such cash payments; (ii) amounts applied to repayment of Indebtedness secured by a Lien permitted pursuant to this Agreement which is senior to the Collateral Agent’s Liens on the Collateral subject to such Recovery Event; (iii) transfer or similar taxes paid or payable with respect to such sale, transfer or disposition; (iv) all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP as a result of such Recovery Event; and (v) reserves for indemnities with respect to such sale, transfer or disposition or with respect to liabilities associated with the Collateral subject to such Recovery Event.

“Non-Cash Charges” shall mean any non-cash charges or losses, including (a) any non-cash closure costs, impairment and other related charges, such as impairment of assets and accelerated depreciation, (b) any other impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets and investments in debt and equity securities pursuant to GAAP, (c) non-operating pension plan and other post-employment and post-retirement benefit costs, (d) long-term incentive plan accruals and any non-cash expenses resulting from the grant of stock options or other equity-based incentives to any director, officer or employee of the Company, any other Borrower or any Restricted Subsidiary of the Company and (e) any non-cash charges or losses resulting from the application of purchase accounting; provided that Non-Cash Charges shall not include additions to bad debt reserves or bad debt expense.

“Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender.

“Note” shall mean each Revolving Note, Delayed Draw Term Loan Note or Additional Term Loan Note, as applicable.

“Notice of Borrowing” shall mean a notice substantially in the form of Exhibit A-1 hereto.

“Notice of Conversion/Continuation” shall mean a notice substantially in the form of Exhibit A-2 hereto.

“Notice Office” shall mean the office of the Administrative Agent located at 0000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxxxxxxx 00000; Attention: Xxxxx Xxxxx; or such other offices or persons as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“Obligations” shall mean (x) all now existing or hereafter arising debts, obligations, covenants, and duties of payment or performance of every kind, matured or unmatured, direct or contingent, owing,

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arising, due, or payable to any Lender, Agent or Indemnified Person by any Credit Party arising out of this Agreement or any other Credit Document, including, without limitation, all obligations to repay principal or interest (including interest accruing during any proceeding under any Debtor Relief Laws) on the Loans, and to pay interest, fees, costs, charges, expenses, professional fees, and all sums chargeable to the Borrowers or any other Credit Party or for which any Borrower or any other Credit Party is liable as indemnitor under the Credit Documents, whether or not evidenced by any note or other instrument (including fees accruing during any proceeding under any Debtor Relief Laws) and (y) all Secured Hedging Obligations; provided, however, that for purposes of the Credit Party Guaranty and each other guarantee agreement or other instrument or document executed and delivered pursuant to this Agreement, the term “Obligations” shall not, as to any Guarantor, include any Excluded Swap Obligations. Notwithstanding anything to the contrary contained above, (x) obligations of any Credit Party under any Secured Hedging Obligations shall be secured and guaranteed pursuant to the Credit Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (y) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Hedging Obligations.

“OFAC” shall have the meaning provided in Section 8.15(b).

“Other Taxes” shall mean any and all present or future stamp, court or documentary, intangible, recording, filing or property Taxes or similar Taxes arising from any payment made under, from the execution, delivery, registration, performance or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document except any such Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.04) that are imposed as a result of any present or former connection between the relevant Lender and the jurisdiction imposing such Tax (other than a connection arising from such Lender 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 Credit Document, or sold or assigned an interest in any Loan); provided, however, that Other Taxes shall not include any Excluded Taxes.

“Outstanding Amount” shall mean with respect to Loans on any date, the amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.

“Parent Company” shall mean any direct or indirect parent company of the Company.

“Participant Register” shall have the meaning provided in Section 13.04(j).

“Patriot Act” shall have the meaning provided in Section 13.17.

“Payment Conditions” shall mean as to any relevant action contemplated in this Agreement, (i) no Event of Default has then occurred and is continuing or would result from any action and (ii) (a) Specified Availability on a pro forma basis immediately after giving effect to such action would be at least $67.5 million and (b) over the sixty (60) consecutive days prior to consummation of such action, average Availability shall not have been less than $67.5 million, on a pro forma basis for such action.

“Payment Office” shall mean the office of the Administrative Agent located at 0000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxxxxxxx 00000; Attention: Xxxxx Xxxxx; or such other offices or persons as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

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“Permitted Acquisition” shall mean the acquisition by the Company or any Restricted Subsidiary of an Acquired Entity or Business; provided that the Acquired Entity or Business acquired is in a business permitted by Section 10.09.

“Permitted Acquisition Conditions” shall mean as to Permitted Acquisition, (i) no Event of Default has then occurred and is continuing or would result from any action and (ii) (a) Specified Availability on a pro forma basis immediately after giving effect to such action would be at least $67.5 million and (b) over the thirty (30) consecutive days prior to consummation of such Permitted Acquisition, average Availability shall not have been less than $67.5 million, on a pro forma basis for such Permitted Acquisition.

“Permitted Encumbrances” shall mean, with respect to any Mortgaged Property, such exceptions to title as are set forth in the mortgage title insurance policy delivered with respect thereto, all of which exceptions must be acceptable to the holders of any Specified Secured Indebtedness (or the duly authorized representative thereof) secured by such Mortgaged Property.

“Permitted Liens” shall have the meaning provided in Section 10.01.

“Person” shall mean any individual, partnership, joint venture, firm, corporation, association, limited liability company, unlimited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” shall mean any pension plan as defined in Section 3(2) of ERISA other than a Multiemployer Plan, which is subject to Section 412 of the Code or Title IV of ERISA and is maintained or contributed to by (or to which there is an obligation to contribute of) a Credit Party or with respect to which a Credit Party has, or may have, any liability, including, for greater certainty, liability arising from an ERISA Affiliate.

“Prime Rate” mean a variable rate of interest per annum equal to the “U.S. prime rate” as reported on such day in the Money Rates Section of the Eastern Edition of The Wall Street Journal, or if the Eastern Edition of The Wall Street Journal is not published on such day, such rate as last published in the Eastern Edition of The Wall Street Journal. In the event the Eastern Edition of The Wall Street Journal ceases to publish such rate or an equivalent on a regular basis, the term “Prime Rate” shall be determined on any day by reference to such other regularly published average prime rate for such date applicable to such commercial banks as is acceptable to the Administrative Agent in its reasonable discretion.  Any change in Prime Rate shall be automatic, without the necessity of notice provided to the Company or any other Credit Party.

“Pro Rata Percentage” of any Lender at any time shall mean either (i) the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment or (ii) the percentage of the total Delayed Draw Term Loan Commitments represented by such Lender’s Delayed Draw Term Loan Commitment, as applicable.

“Pro Rata Share” shall mean, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), either (i) the numerator of which is the amount of the Revolving Exposure of such Lender at such time and the denominator of which is the aggregate amount of all Revolving Exposures at such time or (ii) the numerator of which is the aggregate principal amount of all outstanding Delayed Draw Term Loans of such Lender at such time and the denominator of which is the aggregate amount of all Delayed Draw Term Loans at such time, as applicable. The initial Pro Rata Shares of each Lender are set forth opposite the name of such Lender on Schedule 2.01 or in the

30

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Assignment and Assumption Agreement pursuant to which such Lender becomes a party hereto, as applicable.

“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.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“Qualified ECP Guarantor” shall mean, at any time, each Credit 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.

“Real Property” of any Person shall mean, collectively, the right, title and interest of such Person (including any leasehold, mineral or other estate) in and to any and all land, improvements and fixtures owned, leased or operated by such Person, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Recovery Event” shall mean the receipt by the Company or any Restricted Subsidiary of any cash insurance proceeds or condemnation awards payable (i) by reason of theft, loss, physical destruction, damage, taking or any other similar event with respect to any property or assets of the Company or any Restricted Subsidiary (but not by reason of any loss of revenues or interruption of business or operations caused thereby) and (ii) under any policy of insurance required to be maintained under Section 9.03, in each case to the extent such proceeds or awards do not constitute reimbursement or compensation for amounts previously paid by the Company or any Restricted Subsidiary in respect of any such event.

“Register” shall have the meaning provided in Section 13.15.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“Regulation T” shall mean Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Release” shall mean actively or passively disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping, migrating or the like, into, through or upon the Environment or within, from or into any building, structure, facility or fixture.

“Relevant Borrower” shall mean, with respect to any Borrowing, the Borrower requesting such Borrowing.

“Relevant Governmental Body” shall mean the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the

31

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Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Relevant Guaranteed Obligations” shall mean, in the case of any Credit Party, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of the unpaid principal and interest on (A) each Note issued by, and (B) all Loans made to, each Borrower (other than such Credit Party) under this Agreement, together with all the other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), indebtedness and liabilities (including, without limitation, indemnities, fees and interest (including any interest accruing after the commencement of any proceeding under any Debtor Relief Laws at the rate provided for herein, whether or not such interest is an allowed or allowable claim in any such proceeding) thereon) of each Borrower (other than such Credit Party) to the Lenders, the Administrative Agent and the Collateral Agent now existing or hereafter incurred under, arising out of or in connection with this Agreement and each other Credit Document to which each Borrower (other than such Credit Party) is a party and the due performance and compliance by the Borrowers with all the terms, conditions and agreements contained in this Agreement and in each such other Credit Document and (y) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including any interest accruing after the commencement of under any Debtor Relief Laws at the rate provided for herein, whether or not such interest is an allowed or allowable claim in any such proceeding) of any Borrower or any Restricted Subsidiary (in each case, other than such Credit Party) owing under any Secured Hedging Obligations and the due performance and compliance with all terms, conditions and agreements contained therein; provided, however, that for purposes of the Credit Party Guaranty and each other guarantee agreement or other instrument or document executed and delivered pursuant to this Agreement, the term “Obligations” shall not, as to any Guarantor, include any Excluded Swap Obligations.

“Relevant Guaranteed Party” shall mean (i) with respect to the Company, each U.S. Subsidiary Borrower and (ii) with respect to any U.S. Subsidiary Borrower, the Company and any other U.S. Subsidiary Borrower.

“Replaced Lender” shall have the meaning provided in Section 3.04.

“Replacement Lender” shall have the meaning provided in Section 3.04.

“Required Lenders” shall mean Non-Defaulting Lenders holding more than 50% of the sum of the (i) total Outstanding Amount and (ii) aggregate unused Commitments, held by Non-Defaulting Lenders at such time as of any date of determination. With respect to any matter requiring the approval of the Required Lenders, it is understood that Voting Participants shall have the voting rights specified in Section 13.04(l) as to such matter.

“Requirement of Law” shall mean, with respect to any Person, (i) the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person and (ii) any statute, law, treaty, rule, regulation, order, decree, writ, official administrative pronouncement, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” shall mean, with respect to any Person, its chief executive officer, president, chief financial officer or any vice president, treasurer, chief accounting officer, controller or other officer of such Person having substantially the same authority and responsibility; provided that, with

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respect to compliance with financial covenants, “Responsible Officer” shall mean the chief executive office, chief financial officer, treasurer, chief accounting officer or controller of the Company, or any other officer of the Company having substantially the same authority and responsibility.

“Restricted Payment” shall mean, with respect to any Person, any dividend, distribution or other return on equity capital to its stockholders, partners or members or any other distribution, payment or delivery of property (other than common equity of such Person) or cash to its stockholders, partners or members as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any of its Equity Interests outstanding on or after the Closing Date (or any options or warrants issued by such Person with respect to its Equity Interests (other than Equity Interests of the Company held by a Restricted Subsidiary)), or set aside any funds for any of the foregoing purposes.

“Restricted Subsidiary” shall mean each Subsidiary of the Company other than any Unrestricted Subsidiary. The Subsidiary Borrowers shall at all times constitute Restricted Subsidiaries.

“Returns” shall have the meaning provided in Section 8.09.

“Revolving Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of the relevant Maturity Date and the date of termination of the Revolving Commitments.

“Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Commitment” shall mean, with respect to each Revolving Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder up to the amount set forth and opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Commitment,” or in the Assignment and Assumption Agreement pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 13.04. The aggregate amount of the Lenders’ Revolving Commitments on the First Amendment Effective Date is $180,000,000.

“Revolving Commitment Increase” shall have the meaning provided in Section 2.13(a).

“Revolving Credit Facility” shall mean the revolving credit facility made available to the Borrowers by the Lenders pursuant to Section 2.01(a).

“Revolving Credit Facility Unused Line Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Revolving Exposure” shall mean, with respect to any Revolving Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender.

“Revolving Lender” shall mean a Lender with a Revolving Commitment.

“Revolving Loans” shall mean advances made to or at the request of a Borrower pursuant to Section 2.01(a).

“Revolving Maturity Date” shall mean the date that is six (6) years after the First Amendment Effective Date.

“Revolving Note” shall mean each revolving note substantially in the form of Exhibit B-1 hereto.

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“S&P” shall mean Standard & Poor’s Financial Services LLC, a wholly-owned subsidiary of The XxXxxx-Xxxx Companies, Inc., and any successor owner of such division.

“Sale-Leaseback Transaction” shall mean any arrangements with any Person providing for the leasing by the Company or any Restricted Subsidiary of real or personal property which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person in connection therewith.

“Sanctions” shall mean economic, trade or asset-freeze sanctions administered or enforced by the United States Government, including, without limitation, OFAC and the U.S. Department of State, or the Government of Canada.

“SEC” shall have the meaning provided in Section 9.01(h).

“Section 9.01 Financials” shall mean the quarterly and annual financial statements required to be delivered pursuant to Sections 9.01(a) and (b).

“Secured Creditors” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the Lenders and each Secured Hedge Provider.

“Secured Hedge Provider” shall mean, at the time of entry into a Hedging Agreement (or, if such Hedging Agreement exists on the Closing Date, as of the Closing Date) the Administrative Agent, any Lender, any Voting Participant or any of their respective Affiliates that is providing a Hedging Agreement relating to a Delayed Draw Term Loan; provided such provider who is not the Administrative Agent delivers written notice to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, by the later of the Closing Date or ten (10) days following creation of the Hedging Agreement, (i) describing the Hedging Agreement and setting forth the notional amount hedged, and (ii) agreeing to be bound by Section 12.12.

“Secured Hedging Obligations” shall mean obligations arising under a Hedging Agreement relating to any Delayed Draw Term Loan and owing to a Secured Hedge Provider, up to the maximum amount specified by such provider in writing to the Administrative Agent, which amount may be established or increased (by further written notice by the Company to the Administrative Agent from time to time) as long as no Default or Event of Default then exists.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Security Document” shall mean and include each Mortgage and, after the execution and delivery thereof, each Additional Security Document.

“Senior Notes” shall mean (a) the 4.875% Senior Notes due 2026 issued pursuant to the Senior Notes Indenture in the aggregate principal amount of $300,000,000.

“Senior Notes Indenture” shall mean the Indenture dated as of February 2, 2021, among the Company, the guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee, as modified, amended or supplemented from time to time after the First Amendment Effective Date in accordance with the terms hereof and thereof.

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“Significant Subsidiary” shall mean any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Closing Date; provided that in no event will any Subsidiary that, together with its consolidated Subsidiaries, accounts for less than 5.0% of the consolidated revenue of the Company, for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available, be considered a Significant Subsidiary.

“SOFR” shall mean a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at xxxx://xxx.xxxxxxxxxx.xxx (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time).

“Specified Availability” shall have the meaning given to such term in the ABL Credit Facility.

“Specified Credit Party” shall mean any Credit Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 14.11 hereof).

“Specified Secured Indebtedness” shall have the meaning given to such term in Section 10.01(vi).

“Specified Secured Indebtedness Documents” shall mean all agreements and other documents evidencing or governing the Specified Secured Indebtedness (other than, for the avoidance of doubt, any of the Credit Documents or any intercreditor agreement) or providing for any guarantee, security interests or other right in respect thereof.

“Subsidiary” shall mean, as to any Person, (i) any corporation, more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), which is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, unlimited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% Equity Interest at the time.

“Subsidiary Borrower” shall mean Resolute FP US Inc. and any other Domestic Subsidiaries of the Company that execute a counterpart hereto and to any other applicable Credit Document as a Borrower.

“Subsidiary Guarantor” shall mean each Wholly-Owned Domestic Subsidiary of the Company (other than the Subsidiary Borrowers) in existence on the Closing Date other than (a) any Unrestricted Subsidiary and (b) any Immaterial Subsidiary (unless such Subsidiary is a Guarantor under the ABL Credit Facility or has otherwise been designated as a Guarantor hereunder by the Company), as well as each Wholly-Owned Domestic Subsidiary of the Company established, created or acquired after the Closing Date which becomes a party to this Agreement as a Subsidiary Guarantor in accordance with the requirements of this Agreement.

“Swap Obligation” shall mean 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.

“Tax Incentive Transaction” shall mean any arrangement between any Subsidiary of the Company and a development authority or other similar governmental authority or entity for the purpose

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of providing property tax incentives to such Subsidiary structured as a Sale-Leaseback Transaction whereby the development authority (i) acquires property from or on behalf of such Subsidiary, (ii) leases such property back to such Subsidiary, (iii) if and to the extent the development authority issues the bonds to finance such acquisition, 100% of such bonds are purchased and held by the Company or a Wholly-Owned Subsidiary of the Company, (iv) the rental payments on the lease (disregarding any amount that is concurrently repaid to the Company or a Subsidiary in the form of debt service on any bonds or otherwise) does not exceed amounts such Subsidiary would have paid in taxes and other amounts had the Sale-Leaseback Transaction not occurred and (v) the Company or such Subsidiary has the option to terminate its lease and reacquire the property for nominal consideration (disregarding any additional consideration that is concurrently repaid to the Company or a Subsidiary in the form of repayment of any bonds or otherwise) at any time; provided that if at any time any of the foregoing conditions shall cease to be satisfied, such transaction shall cease to be a Tax Incentive Transaction.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, fees, assessments, liabilities or withholdings imposed by any Governmental Authority, including any interest, penalties and additions to tax with respect thereto.

“Term SOFR” shall mean, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Test Period” shall mean each period of four consecutive fiscal quarters of the Company (in each case taken as one accounting period).

“Threshold Amount” shall mean $50,000,000.

“Total Capitalization” shall mean, as of any date of determination, the sum of (i) Consolidated Net Worth, and (ii) Consolidated Funded Indebtedness of the Company and its Restricted Subsidiaries.

“Transaction” shall mean, collectively, (i) the entering into of the Credit Documents and the incurrence of Loans on the Closing Date and (ii) the payment of all Transaction Costs.

“Transaction Costs” shall mean the fees, premiums and expenses payable by the Company and its Subsidiaries in connection with the transactions described in clauses (i) through (ii) of the definition of “Transaction.”

“Type” shall mean the type of Loan determined with regard to the interest option applicable thereto, i.e., whether a Base Rate Loan, LIBOR Rate Loan or Fixed Rate Loan.

“UCC” shall mean the Uniform Commercial Code in effect in the State of New York from time to time; provided, however, that, at any time, if by reason of mandatory provisions of law, the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York governs, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Unfunded Pension Liability” of any Plan shall mean the amount, if any, by which the value of the accumulated plan benefits under the Plan determined in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets of such Plan.

“United States” and “U.S.” shall each mean the United States of America.

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“Unrestricted Subsidiary” shall mean (i) each Subsidiary of the Company listed on Schedule 1.01A and (ii) any Subsidiary of the Company designated by the board of directors of the Company as an Unrestricted Subsidiary pursuant to Section 9.16 subsequent to the Closing Date; provided, however, that no Subsidiary Borrower shall be designated as an Unrestricted Subsidiary.

“Unused Line Fee Rate” shall mean a rate per annum determined by reference to the following grid on a per annum basis based on the Usage as a percentage of the Revolving Commitments or the Delayed Draw Term Loan Commitments, as applicable:

Usage			Revolving Commitment Unused Line Fee Rate			Delayed Draw Term Loan Commitment Unused Line Fee Rate (first year following the First Amendment Effective Date)			Delayed Draw Term Loan Commitment Unused Line Fee Rate (second year following the First Amendment Effective Date)			Delayed Draw Term Loan Commitment Unused Line Fee Rate (third year following the First Amendment Effective Date)
≤ 35%			0.325%			0.300%			0.325%			0.350%
˃ 35%			0.275%			0.250%			0.275%			0.300%

“Unused Line Fees” shall have the meaning assigned to such term in Section 2.05(a).

“Usage” shall mean the daily utilization of Revolving Commitments and/or the Delayed Draw Term Loan Commitments, as applicable.

“U.S. Acquisition” shall mean the acquisition of an Acquired Entity or Business for which either of the following requirements is met: (1) the U.S. operations of such Acquired Entity or Business constitute more than 50% of the total operation of such Acquired Entity or Business, in each case as measured by any of the U.S. Acquisition Criteria or (2) the percentage of the total cash consideration paid for the acquisition of such Acquired Entity or Business using proceeds of the Loans does not exceed the U.S. Acquisition Percentage for such Acquired Entity of Business, as measured by any one of the U.S. Acquisition Criteria.

“U.S. Acquisition Criteria” shall mean any one of the following (1) the value of the U.S. assets of such Acquired Entity or Business as a percentage of the value of the total assets of such Acquired Entity or Business (in each case, calculated either on a book value or fair market basis, applied consistently); or (2) the consolidated U.S. revenue of such Acquired Entity or Business as a percentage of the consolidated total revenue of such Acquired Entity or Business; or (3) the U.S. Consolidated Net Income of such Acquired Entity or Business as a percentage of the Consolidated Net Income of such Acquired Entity or Business (with Consolidated Net Income calculated with respect to such Acquired Entity or Business rather than the Company); or (4) the U.S. Consolidated EBITDA of such Acquired Entity or Business as a percentage of the total Consolidated EBITDA of such Acquired Entity or Business (with Consolidated EBITDA calculated with respect to such Acquired Entity or Business rather than the Company); measured, (x) in the case of clause (1), as of the most recent date for which such information is available and, in the case of clauses (2) – (4), either for the year most recently ended or for the twelve month period most recently ended, in each case for which information is available (using absolute values for such amounts) and (y) by determining the “U.S.” portion of such assets, revenue, Consolidated Net Income or Consolidated EBITDA as the amount of such item attributable to, or located in, as applicable, the United States operations of such Acquired Entity or Business.

“U.S. Acquisition Percentage” shall mean, in respect of an Acquired Entity of Business, the maximum percentage of the worldwide operations of such Acquired Entity of Business in respect of

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which the U.S. operations of such Acquired Entity or Business would constitute more than 50% of such worldwide operations, in each case as measured by any of the U.S. Acquisition Criteria.

“U.S. Dollars” or “Dollars” and the sign “$” shall each mean freely transferable lawful money (expressed in dollars) of the United States.

“U.S. Tax Compliance Certificate” shall have the meaning provided in Section 5.01(c).

“Voting Participant” shall have the meaning provided in Section 13.04(l).

“Voting Participant Notification” shall have the meaning provided in Section 13.04(l).

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the then outstanding principal amount of such Indebtedness into (ii) the product obtained by multiplying (x) the amount of each then remaining installment or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

“Wholly-Owned Domestic Subsidiary” shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary of such person.

“Wholly-Owned Foreign Subsidiary” shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary of such Person.

“Wholly-Owned Restricted Subsidiary” shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Restricted Subsidiary of such Person.

“Wholly-Owned Subsidiary” shall mean, as to any Person, (i) any corporation 100% of whose capital stock is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person owns 100% of the Equity Interests at such time (other than, in the case of a Foreign Subsidiary with respect to preceding clauses (i) or (ii), director’s qualifying shares and/or other nominal amounts of shares required to be held by Persons other than the Company and any Restricted Subsidiary under applicable law).

1.02.Terms Generally. The definitions in Section 1.01 shall apply equally to both 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”; and the words “asset” and “property” shall be construed as having 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. The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles, Sections, paragraphs, clauses and subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein, (a) all references to documents, instruments and other agreements (including the Credit Documents and organizational documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and

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restatements, supplements and other modifications are not prohibited by any Credit Document and (b) references to any law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law. Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight or standard, as applicable). Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, 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, transfer, consolidation, amalgamation, assignment, sale or disposition, 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).

Section 2    Amount and Terms of Credit.

2.01.Commitments.

(a)Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make under the Revolving Credit Facility, Revolving Loans to the Borrowers, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the relevant Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof in an aggregate principal amount at any time outstanding that will not result in any Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of Revolving Loans by each Borrower regardless of which Borrower received the proceeds thereof.

(b)Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make term loans (each such loan a “Delayed Draw Term Loan”) to the Borrowers from time to time prior to the Delayed Draw Term Loan Commitment Termination Date, in an aggregate amount not to exceed the amount of such Lender’s Delayed Draw Term Loan Commitment; provided, however, that after giving effect to any Delayed Draw Term Loan Borrowing, (i) the total Delayed Draw Term Loans of all Lenders shall not exceed the aggregate Delayed Draw Term Loan Commitments in effect at such time and (ii) the portion of the outstanding Delayed Draw Term Loans of any Lender shall not exceed such Lender’s Delayed Draw Term Loan Commitment at such time. Any principal amount of any Delayed Draw Term Loan that is repaid or prepaid may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Borrowings of Delayed Draw Term Loans by each Borrower regardless of which Borrower received the proceeds thereof.

2.02.Loans.

(a)(i) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders ratably in accordance with their applicable Revolving Commitments and (ii) each Delayed Draw Term Loan shall be made as part of a Borrowing made by Delayed Draw Term Loan Lenders ratably in accordance with their applicable Delayed Draw Term Loan Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be

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responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Revolving Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of LIBOR Rate Loans, an integral multiple of $250,000 and not less than $1,000,000 and (B) in the case of Base Rate Loans, an integral multiple of $250,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments. Delayed Draw Term Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of LIBOR Rate Loans, an integral multiple of $250,000 and not less than $25,000,000, (B) in the case of Base Rate Loans, an integral multiple of $250,000 and not less than $25,000,000 and (C) in the case of Fixed Rate Loans an integral multiple of $250,000 and not less than $25,000,000 or (ii) equal to the remaining available balance of the applicable Delayed Draw Term Loan Commitments.

(b)Subject to Section 3.01, each Borrowing shall be comprised entirely of Base Rate Loans, LIBOR Rate Loans or, with respect to Delayed Draw Term Loans only, Fixed Rate Loans, as the Relevant Borrower may request pursuant to Section 2.03. Borrowings of more than one Type may be outstanding at the same time; provided further that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten (10) Borrowings of LIBOR Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c)Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds as the Administrative Agent may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Relevant Borrower in the applicable Notice of Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders.

(d)Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Relevant Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of a Borrower, as applicable, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.

(e)Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the relevant Maturity Date.

2.03.Borrowing Procedure. To request a Borrowing under the Revolving Credit Facility or Delayed Draw Term Loan Facility, the Relevant Borrower shall notify the Administrative Agent of such request by telecopy or electronic transmission (i) in the case of a Borrowing of LIBOR Rate Loans, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed

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Borrowing, (ii) in the case of a Borrowing of Base Rate Loans, not later than 12:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing and (iii) in the case of a Borrowing of or conversion to Fixed Rate Loans in accordance with Schedule 1.01C hereto. Notwithstanding the foregoing, all Borrowings on the Closing Date shall be Borrowings of Base Rate Loans, unless the Administrative Agent shall have received a satisfactory funding indemnity letter and advance written notice pursuant to the terms of this Section 2.03. Each such written Notice of Borrowing shall specify the following information in compliance with Section 2.02:

(a)the aggregate amount of such Borrowing;

(b)the date of such Borrowing, which shall be a Business Day;

(c)whether such Borrowing is to be a Borrowing of Base Rate Loans, a Borrowing of LIBOR Rate Loans or a Borrowing of Fixed Rate Loans;

(d)in the case of a Borrowing of LIBOR Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(e)the location and number of the account to which funds are to be disbursed;

(f)the Facility under which the Loans are to be borrowed;

(g)in the case of a Delayed Draw Term Loan Borrowing, the maturity date of such Delayed Draw Term Loans, which shall be six, seven, eight, nine or ten years from the date of such Borrowing; and

(h)that the conditions set forth in Section 6 or Section 7, as applicable, are satisfied or waived as of the date of the notice.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Borrowing of Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of LIBOR Rate Loans, then the Relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

2.04.Evidence of Debt; Repayment of Loans.

(a)Each Borrower, jointly and severally, hereby unconditionally promises to pay to the Administrative Agent (A) for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date.

(b)Each Borrower, jointly and severally, hereby unconditionally promises to pay to the Administrative Agent for the account of each Delayed Draw Term Loan Lender, the principal amount of each Delayed Draw Term Loan in successive annual installments in an amount equal to five percent (5.0%) of the initial principal amount of each such Delayed Draw Term Loan (subject to adjustment by the application of any prepayment pursuant to Section 2.09), commencing on the fifth anniversary of the applicable Delayed Draw Term Loan Advance Date and, in each case, on each subsequent anniversary thereof, until the Delayed Draw Term Loan Maturity Date for such Delayed Draw Term Loan; provided, however, that the aggregate principal payment due on the applicable Delayed Draw Term Loan Maturity Date shall be in the amount necessary to pay all remaining unpaid principal on such Delayed Draw Term Loan.

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(c)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.

(d)The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type thereof, the currency thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours.

(e)The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their terms.

(f)Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Relevant Borrowers shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable.

2.05.Fees.

(a)Unused Line Fees. (i) With respect to the Revolving Credit Facility, the Borrowers shall, jointly and severally, pay to the Administrative Agent, for the pro rata benefit of the Revolving Lenders (other than any Defaulting Lender), a fee equal to the Unused Line Fee Rate multiplied by the amount by which the Revolving Commitments as of each date during a fiscal quarter (other than Revolving Commitments of a Defaulting Lender) exceed the daily balance of outstanding Revolving Loans on such date (such fee, the “Revolving Credit Facility Unused Line Fee”) and (ii) with respect to the Delayed Draw Term Loan Facility, the Borrowers shall, jointly and severally, pay to the Administrative Agent, for the pro rata benefit of the Delayed Draw Term Loan Lenders (other than any Defaulting Lender), a fee equal to the Unused Line Fee Rate multiplied by the amount by which the Delayed Draw Term Loan Commitments as of each date during a fiscal quarter (other than Delayed Draw Term Loan Commitments of a Defaulting Lender) exceed the daily balance of outstanding Delayed Draw Term Loans on such date (such fee, the “Delayed Draw Term Loan Facility Unused Line Fee”, and, together with the Revolving Credit Facility Unused Line Fee, the “Unused Line Fees”). Such fees shall accrue commencing on the First Amendment Effective Date, and will be payable in arrears, on the fifth day of each fiscal quarter, commencing January 5, 2020.

(b)Administrative Agent Fees. The Borrowers, jointly and severally, agree to pay to the Administrative Agent, for its own account, the fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.

(c)Subject to Section 2.10(a), all fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the applicable

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Lenders (other than Defaulting Lenders). Once paid, none of the fees shall be refundable under any circumstances.

2.06.Interest on Loans.

(a)Subject to the provisions of Section 2.06(c), the Loans comprising each Borrowing of Base Rate Loans shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin in effect from time to time.

(b)Subject to the provisions of Section 2.06(c), the Loans comprising each Borrowing of LIBOR Rate Loans shall bear interest at a rate per annum equal to the LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

(c)Notwithstanding the foregoing, if any principal of or interest on any Loan or any fees or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of, or interest on, any Loan, 2.00% plus the rate otherwise applicable to such Loan or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans (in each case, the “Default Rate”).

(d)Accrued interest on (x) each Base Rate Loan shall be payable quarterly in arrears on the first day of each fiscal quarter and on the relevant Maturity Date commencing with January 5, 2020, (y) each Fixed Rate Loan shall be payable quarterly in arrears on the first day of each fiscal quarter and on the relevant Maturity Date commencing with June 30, 2021 and (z) each LIBOR Rate Loan shall be payable on the last day of each Interest Period and on the relevant Maturity Date; provided that if any Interest Period exceeds three months, accrued interest shall be payable on the respective dates that fall every three months after the beginning of such Interest Period, and, in the case of Revolving Loans, shall be payable upon termination of the Revolving Commitments; provided further that (i) interest accrued pursuant to clause (c) of this Section 2.06 shall be payable on demand and, absent demand, on the first day of each fiscal quarter and upon termination of the Revolving Commitments, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Base Rate Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any LIBOR Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)All interest and fees hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Prime Rate component of the Base Rate shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate, LIBOR Rate or Fixed Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

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2.07.Termination and Reduction of Commitments.

(a)(i) the Revolving Commitments shall automatically terminate on the Maturity Date with respect to the Revolving Credit Facility and (ii) any unused Delayed Draw Term Loan Commitments shall automatically terminate on the Delayed Draw Term Loan Commitment Termination Date.

(b)The Company may at any time terminate, or from time to time reduce, the Revolving Commitments or, prior to the Delayed Draw Term Loan Commitment Termination Date, the Delayed Draw Term Loan Commitments; provided that any such reduction shall be in an amount that is an integral multiple of $1,000,000.

(c)The Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments or Delayed Draw Term Loan Commitments, as applicable, under paragraph (b) of this Section 2.07 at least two (2) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section 2.07 shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Revolving Commitments or Delayed Draw Term Loan Commitments, as applicable, shall be permanent. Each (x) reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments and (y) reduction of the Delayed Draw Term Loan Commitments shall be made ratably among the Lenders in accordance with their respective Delayed Draw Term Loan Commitments.

2.08.Interest Elections.

(a)Each Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing and, in the case of a Borrowing of LIBOR Rate Loans, shall have an initial Interest Period as specified in such Notice of Borrowing. Thereafter, the Relevant Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and may elect Interest Periods therefor, all as provided in this Section 2.08; provided that, with respect to a Fixed Rate Loan, no such option to convert such Borrowing to a different Type shall apply. The Relevant Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, the Borrowers shall not be entitled to request any conversion or continuation that, if made, would result in (x) more than ten (10) Borrowings of LIBOR Rate Loans outstanding hereunder at any one time or (y) more than seven (7) Borrowings of Fixed Rate Loans outstanding hereunder at any one time.

(b)To make an election pursuant to this Section 2.08, the Relevant Borrower shall notify the Administrative Agent of such election by electronic transmission by the time that a Notice of Borrowing would be required under Section 2.03 if such Borrower was requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election, subject to Section 3.02. Each such Notice of Conversion/Continuation shall be substantially in the form of Exhibit A-2, unless otherwise agreed to by the Administrative Agent and the relevant Borrower. Promptly after receiving any such notice, the Administrative Agent shall notify each Lender thereof.

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(c)Each written Notice of Conversion/Continuation shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(i)the Borrowing to which such Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day;

(iii)whether the resulting Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans; and

(iv)if the resulting Borrowing is a Borrowing of LIBOR Rate Loans, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Notice of Conversion/Continuation requests a Borrowing of LIBOR Rate Loans but does not specify an Interest Period, then the Relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. No Borrowing may be converted into or continued as a Borrowing denominated in a different currency, but instead must be prepaid in the original currency of such Borrowing and reborrowed in the other currency.

(d)Promptly following receipt of a Notice of Conversion/Continuation, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting borrowing.

(e)If a Notice of Conversion/Continuation with respect to a Borrowing of LIBOR Rate Loans is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Borrowing of Base Rate Loans. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Company, then, after the occurrence and during the continuance of such Event of Default (i) no outstanding Borrowing may be converted to or continued as a Borrowing of LIBOR Rate Loans and (ii) unless repaid, each Borrowing of LIBOR Rate Loans shall be converted to a Borrowing of Base Rate Loans at the end of the Interest Period applicable thereto.

2.09.Optional and Mandatory Prepayments of Loans.

(a)Optional Prepayments. Any Borrower shall have the right, at any time and from time to time to prepay, without premium or penalty, any Borrowing, in whole or in part, subject to the requirements of this Section 2.09 and, in the case of prepayments of Fixed Rate Loans, subject to Schedule 1.01C hereof; provided that each partial prepayment shall be in an amount that is an integral multiple of $250,000.

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(b)Mandatory Prepayments.

(i)Revolving Commitments. If on any date, the Outstanding Amount of all Revolving Loans exceeds the combined Revolving Commitments of the Lenders, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans in an aggregate amount equal to such excess.

(ii)Dispositions. If any Credit Party sells, transfers or disposes of any Collateral (other than pursuant to an Excluded Asset Disposition) with a value (determined on a cost basis) in excess of $25,000,000 in the aggregate in any fiscal year, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds thereof that is in excess of $25,000,000 for such fiscal year within three (3) Business Days upon receipt thereof by such Person; provided, however, that, with respect to any such Net Cash Proceeds realized under a sale, transfer or disposition described in this Section 2.09(b)(ii), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such sale, transfer or disposition), and so long as no Event of Default shall have occurred and be continuing, such Credit Party may reinvest all or any portion of such Net Cash Proceeds in operating assets performing the same or a similar function or otherwise used in the business of a Credit Party and constituting Collateral so long as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Obligations as set forth in this Section 2.09(b)(ii) immediately upon the earlier of (x) the request of the Required Lenders following the occurrence of an Event of Default and (y) the expiration of such 365 day period.

(iii)Recovery Events. If any Credit Party receives proceeds of insurance, a condemnation award, or other compensation in respect of any Recovery Event or Recovery Events affecting any Collateral with a value (determined on a cost basis) in excess of $25,000,000 in the aggregate in any fiscal year, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds thereof that is in excess of $25,000,000 for such fiscal year within three (3) Business Days upon receipt thereof by such Person; provided, however, that, with respect to any such Net Cash Proceeds realized under a Recovery Event described in this Section 2.09(b)(iii), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such receipt), and so long as no Event of Default shall have occurred and be continuing, such Credit Party may apply all or any portion of such Net Cash Proceeds to the repair of such property or to replacement property constituting Collateral so long as within 365 days after the receipt of such Net Cash Proceeds, such repair or replacement shall have been completed (as certified by the Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Obligations as set forth in this Section 2.09(b)(iii) immediately upon the earlier of (x) the request of the Required Lenders following the occurrence of an Event of Default and (y) the expiration of such 365 day period.

(iv)Collateral Coverage Ratio. If upon any Appraisal Test Date, the Collateral Coverage Ratio is less than 1.8:1.0, the Borrowers shall promptly either (A) prepay the Obligations, (B) reduce the unfunded portion of the Revolving Commitments or, prior to the Delayed Draw Term Loan Commitment Termination Date, the Delayed Draw Term Loan Commitments pursuant to Section 2.07(b), (C) to the extent (and for so long as) no Event of Default exists, within 180 days, pursuant to an election by written notice to the Administrative

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