AMENDMENT NO. 3 TO ABL REVOLVING CREDIT AGREEMENT, dated as of February 26, 2025 (this “Amendment”), by and among DOMTAR CORPORATION, a Delaware corporation (the “Borrower”), DOMTAR INC., a corporation organized under the federal laws of Canada, as a...

AMENDMENT NO. 3 TO ABL REVOLVING CREDIT AGREEMENT, dated as of February 26, 2025 (this “Amendment”), by and among DOMTAR CORPORATION, a Delaware corporation (the “Borrower”), DOMTAR INC., a corporation organized under the federal laws of Canada, as a Co-Borrower, PEARL EXCELLENCE HOLDCO L.P., a Delaware limited partnership (“Holdings”), the other Loan Parties party hereto, each of the Lenders party hereto (together constituting the Super Majority Lenders), the FILO Lenders (as defined in the Amended Credit Agreement), the Assignor Lenders (as defined below), the Issuing Banks party hereto and BARCLAYS BANK PLC, as Administrative Agent.

W I T N E S S E T H:

WHEREAS, Holdings, the Borrower, Domtar Inc., the Lenders and Issuing Banks from time to time party thereto and Barclays Bank PLC, as Administrative Agent and Collateral Agent, are party to that certain ABL Revolving Credit Agreement, dated as of November 30, 2021 (as amended by Amendment No. 1 dated as of March 1, 2023, as amended by Amendment No. 2 dated as of June 6, 2024, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”);

WHEREAS, Holdings, the Borrower, the other Grantors from time to time party thereto, and Barclays Bank PLC, as Collateral Agent, are party to that certain ABL Security Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Security Agreement”);

WHEREAS, Domtar Inc., the other Grantors from time to time party thereto, and Barclays Bank PLC, as Collateral Agent, are party to that certain Canadian ABL Security Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Canadian Security Agreement”);

WHEREAS, pursuant to Section 2.16 of the Existing Credit Agreement and the Amended Credit Agreement, the Borrower may obtain Incremental Facilities by, among other things, entering into an Incremental Amendment in accordance with the terms and conditions set forth in the Existing Credit Agreement and the Amended Credit Agreement;

WHEREAS, the Borrower has notified the Administrative Agent that it is requesting (A) an Incremental Facility in an aggregate principal amount of $20,000,000 in the form of an increase to the Tranche 1 Revolving Commitments (such commitments, the “Amendment No. 3 Incremental Commitments”), (B) certain other amendments to the Existing Credit Agreement, Existing Security Agreement and the Existing Canadian Security Agreement, in each case, in accordance with Section 11.01 of the Existing Credit Agreement as further set forth herein, and each of the Revolving Lenders party hereto (together constituting the Super Majority Lenders) and Issuing Banks party hereto have agreed to such amendments; and (C) an additional Incremental Facility in the form of a FILO Tranche (as defined in the Amended Credit Agreement) in an aggregate principal amount equal to $120.0 million (the “FILO Commitments”) and the FILO Lenders have agreed to provide such FILO Commitments on the terms and conditions set forth herein and in the Amended Credit Agreement (such transactions contemplated by this Amendment and the Amended Credit Agreement on the Amendment No. 3 Effective Date (as defined below) constitute, “Amendment No. 3 Transactions”);

WHEREAS, each Person identified on Schedule I hereto with an Amendment No. 3 Incremental Commitment and/or FILO Commitment (each, an “Incremental Lender” and, collectively, the “Incremental Lenders”) has agreed (on a several and not a joint basis), subject to the terms and conditions

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set forth herein and in the Amended Credit Agreement, to provide an Amendment No. 3 Incremental Commitment and/or an FILO Commitment, as applicable, in the amount set forth opposite such Incremental Lender’s name on Schedule I hereto; and

WHEREAS, Barclays Bank PLC, Canadian Imperial Bank of Commerce and Regions Bank shall act as the lead arrangers and bookrunners for this Amendment (in such capacities, the “Amendment No. 3 Lead Arranger”).

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

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[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

DOMTAR CORPORATION, as Borrower

By: _____________________________
Name:
Title:

DOMTAR INC., as Co-Borrower

By: _____________________________
Name:
Title:

PEARL EXCELLENCE HOLDCO L.P., as Holdings

By: _____________________________
Name:
Title:

 

[US GUARANTORS]

By: _____________________________
Name:
Title:

 

BOWATER CANADIAN HOLDINGS INCORPORATED, as Guarantor

By: _____________________________
Name:
Title:

CATALYST PULP SALES INC., as Guarantor

By: _____________________________
Name:
Title:

CATALYST PULP AND PAPER SALES INC., as Guarantor

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By: _____________________________
Name:
Title:

CATALYST PAPER, acting by its managing partner, DOMTAR INC., as Guarantor

By: _____________________________
Name:
Title:

CATALYST PAPER HOLDINGS INC., as Guarantor

By: _____________________________
Name:
Title:

ABITIBI BOWATER CANADA INC., as Guarantor

By: _____________________________
Name:
Title:

RESOLUTE FP CANADA INC., as Guarantor

By: _____________________________
Name:
Title:

BOWATER CANADIAN LIMITED, as Guarantor

By: _____________________________
Name:
Title:

FIBREK GENERAL PARTNERSHIP, by its managing partner RESOLUTE FP CANADA INC., as Guarantor

By: _____________________________
Name:
Title:

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FIBREK INTERNATIONAL INC., as Guarantor

By: _____________________________
Name:
Title:

SFK PULP ▇▇▇▇▇ INC., as Guarantor

By: _____________________________
Name:
Title:

RESOLUTE ENGINEERED WOOD ST-PRIME LIMITED PARTNERSHIP, by its general partner RESOLUTE ENGINEERED ▇▇▇▇ ▇▇▇▇▇▇▇▇ INC., as Guarantor

By: _____________________________
Name:
Title:

RESOLUTE ENGINEERED ▇▇▇▇ ▇▇▇▇▇▇▇▇ INC., as Guarantor

By: _____________________________
Name:
Title:

 

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BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, Swing Line Lender, Issuing Bank and Lender

By: _____________________________
Name:
Title

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FIFTH THIRD BANK, NATIONAL ASSOCIATION,
solely in its capacity as Assignor Lender

By: _____________________________
Name:
Title:

 

 

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THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
solely in its capacity as Assignor Lender

By: _____________________________
Name:
Title:

 

THE TORONTO-DOMINION BANK,
as Revolving Lender, Incremental Lender and Issuing Bank

By: _____________________________
Name:
Title:

 

 

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[ ],
as [Revolving Lender][,][and] [Incremental Lender] [and] [Issuing Bank]

By: _____________________________
Name:
Title:

 

[By: _____________________________

Name:

Title: ]1

 

 

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SCHEDULE I

 

 

Incremental Lender	Amendment No. 3 Incremental Commitment	FILO Commitment
Barclays Bank PLC	--	$24,000,000
Bank of Montreal	--	$19,000,000
▇▇▇▇▇ Fargo Bank, National Association	--	$17,500,000
▇▇▇▇▇ Fargo Capital Finance Corporation Canada
U.S. Bank National Association	--	$13,000,000
The Toronto-Dominion Bank	--	$13,000,000
Bank of America, N.A.	--	$13,000,000
Bank of America, N.A. (acting through its Canada branch)
Canadian Imperial Bank of Commerce	$20,000,000	$7,750,000
Regions Bank	--	$7,750,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.	--	$5,000,000
Total:	$20,000,000	$120,000,000

 

 

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SCHEDULE II

SCHEDULE 2.01

COMMITMENTS

 

Tranche 1 Revolving Lender	Tranche 1 Revolving Commitment
Barclays Bank PLC		$152,500,000
Bank of Montreal		$150,000,000
▇▇▇▇▇ Fargo Bank, National Association		$147,500,000
▇▇▇▇▇ Fargo Capital Finance Corporation Canada
Royal Bank of Canada		$100,000,000
The Toronto-Dominion Bank		$100,000,000
U.S. Bank National Association		$100,000,000
Bank of America, N.A.		$95,000,000
Bank of America, N.A. (acting through its Canada branch)
Canadian Imperial Bank of Commerce		$70,000,000
Regions Bank		$70,000,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.		$35,000,000
Total:	$1,020,000,000

 

 

FILO Lender	FILO Commitment
Barclays Bank PLC		$24,000,000
Bank of Montreal		$19,000,000
▇▇▇▇▇ Fargo Bank, National Association		$17,500,000
▇▇▇▇▇ Fargo Capital Finance Corporation Canada
Bank of America, N.A.		$13,000,000
Bank of America, N.A. (acting through its Canada branch)
The Toronto-Dominion Bank		$13,000,000
U.S. Bank National Association		$13,000,000
Canadian Imperial Bank of Commerce		$7,750,000
Regions Bank		$7,750,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.		$5,000,000
Total:	$120,000,000

 

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SCHEDULE III

 

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Exhibit A

(see attached)

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Exhibit B

(see attached)

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Exhibit C

(see attached)

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Exhibit D

(see attached)

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ABL REVOLVING CREDIT AGREEMENT

dated as of November 30, 2021

as amended by Amendment No. 1, dated as of March 1, 2023 and

as further amended by Amendment No. 2, dated as of June 6, 2024
as amended by Amendment No. 3, dated February 26, 2025

by and among

PEARL MERGER SUB INC.,
as the Initial Borrower,

DOMTAR INC.,

as a Co-Borrower,

as

PEARL EXCELLENCE HOLDCO L.P.,
as Holdings

 

BARCLAYS BANK PLC,
as Administrative Agent and Collateral Agent,

and

THE LENDERS PARTY HERETO
________________

BARCLAYS BANK PLC,

BANK OF MONTREAL,

CREDIT SUISSE LOAN FUNDING LLC,

and

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION

as Joint Lead Arrangers and Joint Bookrunners

 

BARCLAYS BANK PLC,

BANK OF MONTREAL,

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,

ROYAL BANK OF CANADA,

U.S. Bank National Association,

fifth third bank, national association

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and

The Toronto-Dominion Bank

as Amendment No. 1 Joint Lead Arrangers and 1 Joint Bookrunners

 

 

BARCLAYS BANK PLC,

CANADIAN IMPERIAL BANK OF COMMERCE,

and

REGIONS BANK

 

as Amendment No. 3 Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

Page

Article I.
Definitions and Accounting Terms

Section 1.01 Defined Terms 2

Section 1.02 Other Interpretive Provisions 8486

Section 1.03 Accounting and Finance Terms; Accounting Periods; Unrestricted Subsidiaries; Determination of Fair Market Value 8688

Section 1.04 Rounding 8688

Section 1.05 References to Agreements, Laws, Etc. 8688

Section 1.06 Times of Day 8789

Section 1.07 Rates 8789

Section 1.08 Pro Forma Calculations; Limited Condition Transactions; Basket and Ratio Compliance 8789

Section 1.09 Currency Equivalents Generally 9092

Section 1.10 Co-Borrowers 9194

Article II.
The Commitments and Borrowings

Section 2.01 Revolving Loans 9295

Section 2.02 Protective Advances 9597

Section 2.03 Swing Line Loans 9598

Section 2.04 Issuance of Letters of Credit and Purchase of Participations Therein 98101

Section 2.05 Conversion/Continuation 108110

Section 2.06 Availability 109111

Section 2.07 Prepayments 109112

Section 2.08 Termination or Reduction of Commitments 112115

Section 2.09 Repayment of Loans 113116

Section 2.10 Interest 113117

Section 2.11 Fees 114118

Section 2.12 Computation of Interest and Fees 116119

Section 2.13 Evidence of Indebtedness 116120

Section 2.14 Payments Generally 117120

Section 2.15 Sharing of Payments, Etc. 119122

Section 2.16 Incremental Borrowings 119122

Section 2.17 [Reserved] 121125

Section 2.18 Extensions of Loans 121125

Section 2.19 Defaulting Lenders 123128

Section 2.20 [Reserved] 127131

Section 2.21 Judgment Currency 127131

Section 2.22 Reserves; Changes to Eligibility Criteria 127131

Section 2.23 Currency Equivalents 128132

Article III.
Taxes, Increased Costs Protection and Illegality

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Section 3.01 Taxes 128133

Section 3.02 Illegality 133137

Section 3.03 Inability to Determine Rates 134138

Section 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Term Benchmark Loans 134139

Section 3.05 Funding Losses 136141

Section 3.06 Matters Applicable to All Requests for Compensation 137141

Section 3.07 Replacement of Lenders Under Certain Circumstances 137142

Section 3.08 Survival 139143

Article IV.
Conditions Precedent to Borrowings

Section 4.01 Conditions to Initial Borrowing 139143

Section 4.02 Conditions to All Borrowings After the Closing Date 143147

Article V.
Representations and Warranties

Section 5.01 Existence, Qualification and Power; Compliance with Laws 143148

Section 5.02 Authorization; No Contravention 144148

Section 5.03 Governmental Authorization 144149

Section 5.04 Binding Effect 145149

Section 5.05 Financial Statements; No Material Adverse Effect 145149

Section 5.06 Litigation 145150

Section 5.07 Labor Matters 145150

Section 5.08 Ownership of Property; Liens; Insurance 146150

Section 5.09 Environmental Matters 146150

Section 5.10 Taxes 146150

Section 5.11 ERISA Compliance 146151

Section 5.12 Subsidiaries 147151

Section 5.13 Margin Regulations; Investment Company Act 147151

Section 5.14 Disclosure 147152

Section 5.15 Intellectual Property; Licenses, Etc. 148152

Section 5.16 Solvency 148152

Section 5.17 USA PATRIOT Act, FCPA and OFAC 148152

Section 5.18 Collateral Documents 149153

Section 5.19 Use of Proceeds 149153

Section 5.20 Borrowing Base Certificate 149153

Section 5.21 Beneficial Ownership Certification 149153

Article VI.
Affirmative Covenants

Section 6.01 Financial Statements 149154

Section 6.02 Certificates; Other Information 151155

Section 6.03 Notices 153158

Section 6.04 Payment of Certain Taxes 154158

Section 6.05 Preservation of Existence, Etc. 154158

Section 6.06 Maintenance of Properties 154158

Section 6.07 Maintenance of Insurance 154158

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Section 6.08 Compliance with Laws 155159

Section 6.09 Books and Records 155159

Section 6.10 Inspection Rights 155160

Section 6.11 Covenant to Guarantee Obligations and Give Security 156160

Section 6.12 Further Assurances 158162

Section 6.13 Designation of Subsidiaries 159163

Section 6.14 [Reserved] 160164

Section 6.15 Post-Closing Matters 160164

Section 6.16 Use of Proceeds 160164

Section 6.17 Change in Nature of Business 160164

Section 6.18 [Reserved] 160164

Section 6.19 Cash Receipts. 160164

Article VII.
Negative Covenants

Section 7.01 Liens 162167

Section 7.02 Investments 168172

Section 7.03 Indebtedness 172176

Section 7.04 Fundamental Changes 176180

Section 7.05 Dispositions 178183

Section 7.06 Restricted Payments 181185

Section 7.07 Transactions with Affiliates 185189

Section 7.08 Negative Pledge 187191

Section 7.09 Junior Debt Prepayments; Amendments to Junior Financing Documents 189193

Section 7.10 Passive Holding Company 190194

Section 7.11 Changes in Fiscal Year 192196

Section 7.12 Canadian Pension Plans 192196

Article VIII.
 

Article VIII. Financial Covenant

Section 8.01 Fixed Charge Coverage Ratio 192197

Section 8.02 Borrower’s Right to Cure 193197

Article IX.
Events of Default and Remedies

Section 9.01 Events of Default 193197

Section 9.02 Remedies upon Event of Default 196200

Section 9.03 Application of Funds 197201

Article X.
Administrative Agent and Other Agents

Section 10.01 Appointment and Authority of the Administrative Agent 198202

Section 10.02 Rights as a Lender 200204

Section 10.03 Exculpatory Provisions 200204

Section 10.04 Reliance by the Agents 201205

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Section 10.05 Delegation of Duties 202206

Section 10.06 Non-Reliance on Agents and Other Lenders; Disclosure of Information by Agents 202206

Section 10.07 Indemnification of Agents 203207

Section 10.08 No Other Duties; Other Agents, Lead Arranger, Managers, Etc. 204208

Section 10.09 Resignation of Administrative Agent or Collateral Agent 205209

Section 10.10 Administrative Agent May File Proofs of Claim; Credit Bidding 205209

Section 10.11 Collateral and Guaranty Matters 207211

Section 10.12 Appointment of Supplemental Administrative Agents 211215

Section 10.13 Intercreditor Agreements 211215

Section 10.14 Secured Cash Management Agreements and Secured Hedge Agreements 212216

Section 10.15 Withholding Taxes 212216

Section 10.16 Certain ERISA Matters 213217

Article XI.
Miscellaneous

Section 11.01 Amendments, Waivers, Etc. 214218

Section 11.02 Notices and Other Communications; Facsimile Copies 220223

Section 11.03 No Waiver; Cumulative Remedies 222226

Section 11.04 Attorney Costs and Expenses 223226

Section 11.05 Indemnification by the Borrower 223227

Section 11.06 Marshaling; Payments Set Aside 225229

Section 11.07 Successors and Assigns 225229

Section 11.08 Confidentiality 231234

Section 11.09 Set-off 232236

Section 11.10 Interest Rate Limitation 233237

Section 11.11 Counterparts; Integration; Effectiveness 233237

Section 11.12 Electronic Execution of Assignments and Certain Other Documents 233237

Section 11.13 Survival 234237

Section 11.14 Severability 234238

Section 11.15 GOVERNING LAW 234238

Section 11.16 WAIVER OF RIGHT TO TRIAL BY JURY 235239

Section 11.17 Limitation of Liability 236240

Section 11.18 Use of Name, Logo, Etc. 236240

Section 11.19 USA PATRIOT Act Notice. 236240

Section 11.20 Service of Process 237241

Section 11.21 No Advisory or Fiduciary Responsibility 237241

Section 11.22 Binding Effect 238242

Section 11.23 Obligations Several; Independent Nature of Lender’s Rights 238242

Section 11.24 Headings 238242

Section 11.25 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 238242

Section 11.26 Acknowledgment Regarding Any Supported QFCs 239242

Section 11.27 Disqualified ▇▇▇▇▇▇▇ 239243

Section 11.28 Erroneous Payments 241245

 

SCHEDULES

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2.01 Commitments

2.04 Existing Letters of Credit

2.04-B Existing Amendment No. 1 Letters of Credit

5.06 Litigation

5.07 Labor Matters

5.11(a) ERISA Compliance

5.11(b) ERISA Compliance

5.11(c) Canadian Benefit Plans

5.12 Subsidiaries

6.15 Post-Closing Matters

6.19 Cash Receipts

11.02 Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A-1 Committed Loan Notice

A-2 Issuance Notice

A-3 Conversion/Continuation Notice

A-4 Swing Line Notice

B-1 Tranche 1 Revolving Loan Note

B-2 [Reserved]FILO Note

B-3 Swing Line Note

C Compliance Certificate

D Assignment and Assumption

E Guaranty

F Security Agreement

G Non-Bank Certificate

H Global Intercompany Note

I Solvency Certificate

J Prepayment Notice

K Borrowing Base Certificate

 

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ABL REVOLVING CREDIT AGREEMENT

This ABL REVOLVING CREDIT AGREEMENT is entered into as of November 30, 2021, as amended by Amendment No. 1 to ABL Revolving Credit Agreement, dated as of March 1, 2023, and as further amended by Amendment No. 2 to ABL Revolving Credit Agreement, dated as of June 6, 2024, and as further amended by Amendment No. 3 to ABL Revolving Credit Agreement, dated as of February 26, 2025 by and among PEARL MERGER SUB INC., a Delaware corporation (“Merger Sub” and the “Initial Borrower”), PEARL EXCELLENCE HOLDCO L.P., a Delaware limited partnership (“Holdings”), DOMTAR INC., a corporation organized under the federal laws of Canada, as, upon the consummation of the Acquisition, a Co-Borrower, BARCLAYS BANK PLC, as administrative agent under the Loan Documents (in such capacity, including any successor thereto, the “Administrative Agent”), BARCLAYS BANK PLC, as collateral agent under the Loan Documents (in such capacity, including any successor thereto, the “Collateral Agent”), each Issuing Bank from time to time party hereto, BARCLAYS BANK PLC (“Barclays”), BANK OF MONTREAL (“BMO”), CREDIT SUISSE LOAN FUNDING LLC (“CS”) and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION (“WF”), as joint lead arrangers and joint bookrunners (collectively with the Amendment No. 1 Joint Lead Arrangers and Bookrunners and the Amendment No. 3 Joint Lead Arrangers and Bookrunners, the “Lead Arrangers”), and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”). Capitalized terms used herein are defined as set forth in Section 1.01.

PRELIMINARY STATEMENTS

Pursuant to the Acquisition Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Merger Sub merged with and into (the “Merger”) Domtar Corporation, a Delaware corporation (the “Company” and together with its subsidiaries, the “Acquired Business”), with the Company surviving as successor Borrower (the “Acquisition”).

The Borrower and each Co-Borrower have requested that from time to time (including on the Closing Date substantially simultaneously with the consummation of the Acquisition and upon satisfaction (or waiver) of the conditions precedent set forth in Article IV below), the Tranche 1 Revolving Lenders make Tranche 1 Revolving Loans, the Swing Line Lender to make Swing Line Loans and the Issuing Banks issue Letters of Credit, pursuant to the terms of this Agreement.

On the Closing Date, the Initial Borrower entered into the Term Loan Credit Agreement pursuant to which the Term Loan Lenders extended credit to the Borrower in the form of Initial Term Loans in an aggregate principal amount of $525,000,000 and delayed draw term loans in an aggregate principal amount of up to $250,000,000.

On October 18, 2021, the Initial Borrower, as “issuer”, entered into the Senior Secured Notes Indenture pursuant to which the Initial Borrower issued the Senior Secured Notes in an initial aggregate principal amount of $775,000,000.

On or prior to the Closing Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Company Persons and other equity investors made the Equity Contribution in accordance with and subject to the terms of the Acquisition Agreement.

On the Closing Date, the Initial Borrower repaid (or caused to be repaid) all outstanding Indebtedness (the “Existing Indebtedness”) under, terminated any commitments under, and caused to be released any contractual Liens securing obligations under the Existing Credit Documents (such repayment, repurchase termination and release, collectively, the “Closing Date Refinancing”).

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The proceeds of the borrowings hereunder permitted on the Closing Date, together with the proceeds of the Initial Term Loans, the Senior Secured Notes, the Equity Contribution and cash on hand at the Borrower and its Subsidiaries will be used to finance the Transactions, for working capital purposes and to finance transactions not prohibited by this Agreement.

The applicable Lenders have indicated their willingness to lend, and each Issuing Bank has indicated its willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein.

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

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“Acquisition Agreement Representations” means such of the representations and warranties made by the Acquired Business with respect to the Acquired Business in the Acquisition Agreement to the extent a breach of such representations and warranties is material and adverse to the interests of the Lenders (in their capacities as such).

provided that each Additional Lender (other than any Person that is a Lender, an Affiliate or branch of a Lender or an Approved Fund of a Lender at such time) shall be subject to the approval of the Administrative Agent, the Swing Line Lender and/or the Issuing Banks (such approval not to be unreasonably withheld, conditioned or delayed), in each case to the extent any such consent would be required from the Administrative Agent, the Swing Line Lender and/or the Issuing Banks under Section 11.07(b)(iii)(B), (C), and/or (D), respectively, for an assignment of Loans to such Additional Lender.

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Category	Average Usage	Applicable Commitment Fee
Category 1	Less than 50%	0.375%
Category 2	Greater than or equal to 50%	0.25%

 

provided that the Applicable Commitment Fee shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the Average Usage in accordance with the table above.

(a) for any day from the Closing Date until the last day of the first full fiscal quarter completed after the Closing Date, a percentage per annum equal to, (i) for Term Benchmark Loans and Daily Simple SOFR Loans, 1.75% and (ii) for Base Rate Loans, 0.75%;

(b) thereafter, for any day, the applicable rate per annum set forth below under the caption “Base Rate Spread” or “Term Benchmark/Daily Simple SOFR Spread”, respectively, based upon the Average Historical First Out Excess Availability of the Borrower and Co-Borrowers as of the most recent Adjustment Date prior to such day, expressed as a percentage of the First Out Line Cap:

Category	Average Historical First Out Excess Availability as a Percentage of the First Out Line Cap	Term Benchmark/Daily Simple SOFR Spread	Base Rate Spread
Category 1	Above or equal to 66 2/3%	1.50%	0.50%
Category 2	Less than 66 2/3% and above or equal to 33 1/3%	1.75%	0.75%
Category 3	Less than 33 1/3%	2.00%	1.00%

 

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(y) with respect to any FILO Loans from and after the Amendment No. 3 Effective Date, a percentage per annum equal to, (i) for Term Benchmark Loans and Daily Simple SOFR Loans, 2.75% and (ii) for Base Rate Loans, 1.75%;

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 11.01(f)(iv).

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“Base Rate Term SOFR Determination Day” has the meaning assigned to such term in the definition of “Term SOFR”.

“Benchmark” means, initially, Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 11.01(f).

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a) Daily Simple SOFR, or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment;

provided that, if the Benchmark Replacement 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 Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

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For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the

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then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 11.01(f) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 11.01(f).

“Borrowing Base” means, at any time, an amount equal to (a) the Accounts Receivable Component, plus (b) the Inventory Component, plus (c) the Qualified Cash Component, minus (d) the amount of all Reserves in effect as of such date of determination, as the same may at any time and from time to time be established in accordance with Section 2.22; provided that the Qualified Cash Component shall not exceed 15.0% of the Borrowing Base. The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.02(d) and Reserves established pursuant to Section 2.22; provided, further, that the inclusion in the Borrowing Base of any assets or other property acquired in connection with a transaction described in Section 6.11(a) shall be subject to the Borrower’s compliance with Section 6.11(a) within the time periods set forth therein.

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provided that, if the Canadian Benchmark Replacement as determined pursuant to the paragraph above would be less than the Floor, the Canadian Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a jurisdiction outside the United States of America, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (k) above in foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (k) above and in this paragraph. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (a) or (b) above; provided that such amounts, except amounts used to pay obligations of the Borrower or any Restricted Subsidiary denominated in any currency other than Dollars or an Alternative Currency in the ordinary course of business, are

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converted into Dollars or an Alternative Currency as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

It is understood and agreed that (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173), all Laws relating thereto, all interpretations and applications thereof and any compliance by a Lender with any and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof or relating thereto and (ii) all requests, rules,

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guidelines, requirements or directives issued by any United States or foreign regulatory authority in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) in each case pursuant to Basel III, shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the Closing Date and a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

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“Co-Investor” means any of (a) the assignees, if any, of the equity commitments of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ who became holders of Equity Interests in Holdings (or any of the direct or indirect parent companies of Holdings) on the Closing Date in connection with the Acquisition and (b) the transferees, if any, that acquired, within 45 days of the Closing Date, any Equity Interests in Holdings (or any of the direct or indirect parent companies of Holdings) held by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as of the Closing Date; provided, that Co-Investors under this clause (b) (A) do not in the aggregate hold more than 49.9% of the ordinary voting power represented by the issued and outstanding Equity Interests of Holdings (or any of the direct or indirect parent companies of Holdings) and (B) shall have been identified to the Administrative Agent in writing prior to the Closing Date.

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Notwithstanding the foregoing, the Consolidated Adjusted EBITDA (i) for the fiscal quarter ending September 30, 2020 shall be $87,000,000, (ii) for the fiscal quarter ending December 31, 2020 shall be $91,000,000, (iii) for the fiscal quarter ending March 31, 2021 shall be $79,000,000 and (iv) for the fiscal quarter ending June 30, 2021 shall be $158,000,000, in each case, as such amounts may be adjusted pursuant

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to the foregoing provisions and other pro forma adjustments permitted by this Agreement (including as necessary to give Pro Forma Effect to any Specified Transaction).

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but excluding, for the avoidance of doubt, (i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other than referred to in clause (b) above (including as a result of the effects of acquisition method accounting or pushdown accounting), (ii) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (iii) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates, (iv) commissions, discounts, yield, make whole premium and other fees and charges (including any interest expense) incurred in connection with any receivables financing (including any Qualified Securitization Financing), (v) any “additional interest” owing pursuant to a registration rights agreement with respect to any securities, (vi) any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including any Indebtedness issued in connection with the Transactions, (vii) penalties and interest relating to taxes, (viii) accretion or accrual of discounted liabilities not constituting Indebtedness, (ix) interest expense attributable to a direct or indirect Parent Entity resulting from push-down accounting, (x) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting and (xi) any

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interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto and with respect to any Acquisition Transaction or other Investment, all as calculated on a consolidated basis in accordance with GAAP. For the avoidance of doubt, (i) interest expense shall be determined after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries in respect of Swap Contracts relating to interest rate protection and (ii) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

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“Daily Compounded ▇▇▇▇▇” means, for any day, ▇▇▇▇▇ with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback) being established by the Administrative Agent in accordance with the methodology and conventions for this rate selected or recommended by the Canadian Relevant Governmental Body for determining compounded ▇▇▇▇▇ for 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; and provided that if the administrator has not provided or published ▇▇▇▇▇ and a Canadian Benchmark Transition Event with respect to ▇▇▇▇▇ has not occurred, then, in respect of any day for which ▇▇▇▇▇ is required, references to ▇▇▇▇▇ will be deemed to be references to the last provided or published ▇▇▇▇▇.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) (i) SOFR for the day (such day “i”) that is five U.S. Government Securities Business Days prior to (A) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (B) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website plus (ii) the Applicable SOFR Adjustment and (b) the Floor. If by 5:00 pm (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any day “i”, the SOFR in respect of such day “i” has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then the SOFR for such day “i” will be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

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Any determination by the Administrative Agent or the Borrower that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19) upon delivery of written notice of such determination to the Borrower, the Swing Line Lender, the Issuing Banks and each Lender.

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in each case, prior to the Latest Maturity Date of the Loans at the time of issuance; provided that if such Equity Interests are issued pursuant to a plan for the benefit of one or more Company Persons or by any such plan to one or more Company Persons, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Holdings, the Borrower or the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of a Company Person’s termination, death or disability; provided, further, that any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests that is not Disqualified Equity Interests shall not be deemed to be Disqualified Equity Interests.

The Borrower may, in its discretion, make the list of Disqualified Lenders available to any Lender, Participant, or any prospective Lender or Participant, upon request by such Lender, Participant or prospective Lender or Participant, as applicable. The Borrower shall, upon request of any Lender, identify whether any Person identified by such ▇▇▇▇▇▇ as a proposed assignee or Participant is a Disqualified Lender. To the extent Persons are identified as Disqualified Lenders after the Closing Date pursuant to clause (a) or

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(c) above, the inclusion of such Persons as Disqualified Lenders shall not retroactively apply to prior assignments or participations made in compliance with Section 11.07 hereof.

“Division” has the meaning specified in Section 1.02(d).

“Document” has the meaning set forth in Article 9 of the UCC or, if applicable, a “document of title” as defined in the PPSA.

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“Eligible Accounts Receivable” means, at any time, all Accounts due to any Loan Party arising from the sale of goods of the Loan Parties or the provision of services by one or more Loan Parties, minus any finance charges, late fees and other fees that are unearned, sales, GST, excise or similar taxes, and credits or allowances granted at such time; provided that Eligible Accounts Receivable shall not include any Account (without duplication of any Reserves established in accordance with Section 2.22):

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“Eligible Credit Insured Accounts” means Eligible Accounts Receivable (valued at the maximum insured amounts thereof, taking into account any deductibles, hold backs and reserves) that are insured as to credit risk by a nationally recognized credit insurer acceptable to the Administrative Agent, in its Permitted Discretion, on terms and conditions likewise acceptable to the Administrative Agent, in its Permitted Discretion.

“Eligible Inventory” means, at any time, all Inventory of the Loan Parties; provided that Eligible Inventory shall not include any Inventory (without duplication of any Reserves established in accordance with Section 2.22):

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“EMU” means the Economic and Monetary Union as contemplated in the EU Treaty.

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provided that the Borrower, in its sole discretion, may cause any Restricted Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary that qualifies as an Excluded Subsidiary under clauses (a) through (l) above to become a Guarantor in accordance with the definition thereof (subject to completion of any requested “know your customer” and similar requirements of the Administrative Agent) and thereafter such Subsidiary shall not constitute an “Excluded Subsidiary” (unless and until the Borrower elects, in its sole discretion, to designate such Persons as an Excluded Subsidiary).

“Existing Credit Documents” means (1) that certain Third Amended and Restated Credit Agreement, dated as of August 22, 2018, by and among Domtar Corporation, Domtar Inc., Domtar Pulp and Paper General Partnership, the additional borrowers from time to time parties thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents named therein (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time) and (2) that certain receivables securitization facility provided under (i) that

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certain Third Amended and Restated Receivables Transfer Agreement, dated as of February 12, 2016, by and among Domtar Funding Limited Liability Company, Domtar Corporation, Liberty Street Funding LLC and The Bank of Nova Scotia, (ii) that certain Amended and Restated Purchase and Sale Agreement, dated as of November 14, 2011, by and among the originators as named therein, Domtar Funding Limited Liability Company and Domtar Corporation and (iii) that certain Performance Guaranty, dated as of March 7, 2007, by and among Domtar Corporation, Liberty Street Funding LLC and The Bank of Nova Scotia and (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time).

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“FILO Inventory Component” means the lesser of (a) 10.0% of the cost of the Eligible Inventory and (b) 10.0% of (i) the NOLV Percentage of Eligible Inventory multiplied by (ii) the Value of such Eligible Inventory.

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provided that, notwithstanding the foregoing, Indebtedness will be deemed not to include (1) contingent obligations incurred in the ordinary course of business unless and until such obligations are non-contingent, (2) trade payables, (3) earn-outs, purchase price holdbacks or similar obligations, (4) intercompany liabilities in the ordinary course of business, (5) Permitted Liens, (6 ) Indebtedness of any direct or indirect parent company appearing on the balance sheet of such Person solely by reason of push down accounting under GAAP and (7) lease obligations other than in respect of a Capitalized Lease. The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date.

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provided that none of the following shall constitute an Investment (i) intercompany advances between and among the Borrower and its Restricted Subsidiaries relating to their cash management, tax and accounting operations in the ordinary course of business and (ii) intercompany loans, advances or Indebtedness between and among the Borrower and its Restricted Subsidiaries having a term not exceeding 364 days and made in the ordinary course of business.

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provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately preceding such day.

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provided further that Permitted Acquisitions of any Person that on the date of such Permitted Acquisition is not a Loan Party (and will not become a Loan Party as a result of such Permitted Acquisitions within the time periods set forth in Section 6.11) shall not exceed the greater of (1) 50.00% of Closing Date EBITDA and (2) 50% of TTM Consolidated Adjusted EBITDA (together with any Investments under the proviso of Section 7.02(a)).

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provided that the amount of any Permitted Equity Issuance will be the amount of cash and Cash Equivalents received by a Loan Party or Restricted Subsidiary in connection with such sale, issuances or contribution, and the fair market value of any other property received in connection with such sale, issuance or contribution, (measured at the time made), without adjustment for subsequent changes in the value.

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in each case, after giving Pro Forma Effect to the incurrence of such Indebtedness and any use of proceeds thereof and measured as of and for the Test Period immediately preceding the issuance, incurrence or assumption of such Indebtedness for which internal financial statements are available; provided, that the aggregate principal amount of Permitted Ratio Debt incurred by Non-Loan Parties, together with the aggregate principal amount of Incremental Equivalent Debt incurred by Non-Loan Parties, shall not exceed, in the aggregate, the greater of (i) 50.00% of Closing Date EBITDA and (ii) 50.00% of TTM Consolidated Adjusted EBITDA as of the applicable date of determination;

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Permitted Ratio Debt will be deemed to include any Registered Equivalent Notes issued in exchange therefor.

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Permitted Refinancing will be deemed to include any Registered Equivalent Notes issued in exchange therefor.

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provided that any such Indebtedness shall constitute Qualified Holding Company Debt only if immediately after giving effect to the issuance or incurrence thereof and the use of proceeds thereof, no Event of Default shall have occurred and be continuing.

“Qualified Professional Asset Manager” has the meaning specified in Section 10.16(a).

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it being agreed that a Securitization Asset consisting of an obligation of or to any Affiliate of a Loan Party (other than another Loan Party or Restricted Subsidiary, unless otherwise permitted by Section 7.05) shall not result non-compliance with any of the foregoing provisions.

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“Suppressed Availability” means, the amount, if positive, by which the Borrowing Base exceeds the Aggregate Commitments.

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“Treasury Equity Interests” has the meaning specified in Section 7.06(o).

“Trust Fund Account” means any account containing cash consisting solely of Trust Funds.

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“Value” means, with respect to any Inventory, its value determined on the basis of the lower of cost or market, calculated on a moving average cost basis, and excluding any portion of cost attributable to intercompany profit among the Borrower and its Affiliates.

provided that for purposes of determining the Weighted Average Life to Maturity of (i) any Permitted Refinancing, (ii) any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended, or (iii) any term loans for purposes of incurring any other Indebtedness (in any such case, the “Applicable Indebtedness”), the effects of any amortization payments or other prepayments made on such Applicable Indebtedness (including the effect of any prepayment on remaining scheduled amortization) prior to the date of the applicable modification, refinancing, refunding, renewal, replacement, extension or incurrence shall be disregarded.

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in each case of clauses (i) through (iv) in connection with a Limited Condition Acquisition, the date of determination of such basket, ratio, financial metric, the accuracy of such representation or warranty (but taking into account any earlier date specified therein), whether any Default or Event of Default has occurred, is continuing or would result therefrom, or the satisfaction of any other condition precedent shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited

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Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such baskets, ratios, financial metrics, representations and warranties, absence of defaults, satisfaction of conditions precedent and other provisions are calculated as if such Limited Condition Acquisition or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date for which financial statements are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with the applicable baskets, ratios, financial metrics or other provisions, such provisions shall be deemed to have been complied with, unless a Specified Event of Default is continuing on the date on which such Limited Condition Acquisition is consummated. For the avoidance of doubt, (i) if any of such baskets, ratios, financial metrics, representations and warranties, absence of defaults, satisfaction of conditions precedent or other provisions are exceeded or breached as a result of fluctuations in such basket, ratio or financial metrics (including due to fluctuations in Consolidated Adjusted EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets, ratios, financial metrics, representations and warranties, absence of defaults, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Acquisition and any related transactions is permitted hereunder and (ii) such baskets, ratios, financial metrics and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, financial metric or basket availability with respect to any other Specified Transaction or otherwise on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio, financial metric or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. For purposes of any calculation pursuant to this clause ((f)) of the Fixed Charge Coverage Ratio, Consolidated Interest Expense may be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Acquisition based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith. Notwithstanding the forgoing, (i) in connection with any transaction permitted hereunder that requires satisfaction of the Payment Conditions, the Borrower will be required to comply as of the date of such transaction with the Excess Availability requirements (but not, for the avoidance of doubt, clause (i) of the definition of “Payment Conditions” or any requirements relating to the Fixed Charge Coverage Ratio that are satisfied on the LCA Test Date to the extent the Borrower shall have made an LCA Election in connection with such transaction) set forth in the definition of “Payment Conditions”, regardless of whether the Borrower shall have made an LCA Election in connection with such transaction and (ii) in connection with any Credit Extension, the Total Utilization of Tranche 1 Revolving Commitments shall not exceed the First Out Line Cap on the date of such Credit Extension (other than as provided under Section 2.02), the Total Utilization of FILO Commitments shall not exceed the FILO Line Cap plus the amount of any Push Down Reserves on the date of such Credit Extension (other than as provided under Section 2.02) and the Total Utilization of Revolving Commitments shall not exceed the Total Line Cap on the date of such Credit Extension (other than as provided under Section 2.02).

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Upon the later of execution and delivery of a joinder to this Agreement by a Co-Borrower and the countersignature of the Administrative Agent thereto, each Co-Borrower agrees that it is jointly and severally liable for the obligations of each other Co-Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis, the payment of amounts owing in respect of Letters of Credit and the payment of fees and indemnities and reimbursement of costs and expenses. Each Co-Borrower is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Co-Borrowers and in consideration of the undertakings of each of the Co-Borrowers to accept joint and several liability for the obligations of each of them. Each Co-Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several

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liability with each other Co-Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Co-Borrowers without preferences or distinction among them. If and to the extent that any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Borrower will make such payment with respect to, or perform, such Obligations. Each Co-Borrower further agrees that the Borrower will be such Co-Borrower’s agent for administrative, mechanical, and notice provisions in this Agreement and any other Loan Document and the Lenders and the Administrative Agent hereby agree that each Co-Borrower will have the same rights under the Loan Documents as if it is the Borrower and for any other purposes under the provisions of this Agreement, including the affirmative and negative covenants, each such Co-Borrower will be treated as a Restricted Subsidiary that is a Subsidiary Guarantor.

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The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable Issuing Bank. The Borrower and Co-Borrowers shall be conclusively deemed to have waived any such claim against any Issuing Bank and its correspondents unless such notice is given as aforesaid.

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Each Prepayment Notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid, if applicable, which Co-Borrower is the “borrower” under such Loans, and the payment amount specified in each Prepayment Notice shall be due and payable on the date specified therein; provided that, no FILO Loan may be prepaid at any time that the Tranche 1 Revolving Loans are outstanding unless the Tranche 1 Revolving Loans are being prepaid in full concurrently with any such prepayment of FILO Loans (other than, for the avoidance of doubt, repayments as provided in Section 2.09(a)). The Administrative Agent will promptly notify each Appropriate Lender of its receipt

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of a Prepayment Notice and of the amount of such ▇▇▇▇▇▇’s Pro Rata Share of such prepayment; provided, “non-consenting” Lenders may be repaid on a non-pro rata basis in connection with an Extension Offer and Disqualified Lenders may be repaid on a non-pro rata basis in accordance with Section 11.27. Any prepayment of Loans shall be subject to Section 2.07(c). Revolving Loans, Incremental Revolving Loans and Swing Line Loans prepaid pursuant to this subsection (a) may be reborrowed, subject to the terms and conditions of this Agreement.

(iv) [Reserved].

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Each payment or prepayment pursuant to the provisions of Section 2.07(b) shall be applied ratably among the Lenders of each Class holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Revolving Loans being prepaid, (A) first, to prepay all Base Rate Loans and (B) second, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all Term Benchmark Loans (and as among Term Benchmark Loans, (1) first to prepay those Term Benchmark Loans, if any, having Interest Periods ending on the date of such prepayment, and (2) thereafter, to the extent of any excess remaining after application as provided in clause (1) above, to prepay any Term Benchmark Loans in the order of the expiration dates of the Interest Periods applicable thereto).

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(B) The FILO Commitments shall be reduced by an amount equal to $6,000,000 on the last Business Day of each fiscal quarter beginning with the fiscal quarter ending September 30, 2026 and shall terminate on the Revolving Commitment Termination Date.

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All fees referred to in this Section 2.11(b) shall be paid to the Administrative Agent at the Administrative Agent’s Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof. In addition, for purposes of calculating the commitment fees referred to in clause (b)(i) only, no portion of the Tranche 1 Revolving Commitments shall be deemed utilized as a result of outstanding Swing Line Loans.

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Each payment of fees required above under this clause (c) on any Letters of Credit, whether denominated in Dollars or an Alternative Currency, shall be made in Dollars.

(b) If any provision of this Agreement or of any of the other Loan Documents would obligate any Loan Party to make any payment of interest or other amount payable to the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders under this Section 2, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts

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required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Borrower. Any amount or rate of interest referred to in this Section 2.12(b) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

 

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(h) [Reserved].

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Any Extended Loans will constitute a separate tranche of Revolving Loans from the Revolving Loans held by Lenders that did not accept the applicable Extension Offer.

If the Total Utilization of Tranche 1 Revolving Commitments exceeds the First Out Line Cap or the Total Utilization of FILO Commitments exceeds the FILO Line Cap as a result of the occurrence of the

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Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower and the Co-Borrowers shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.

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The Administrative Agent may at any time and from time to time and only in the exercise of its Permitted Discretion establish new categories of Reserves or change eligibility criteria set forth in the definition of “Eligible Accounts Receivable,” “Eligible Credit Insured Accounts” and/or “Eligible Inventory” upon five Business Days’ prior written notice to the Borrower (which notice shall not be required at any time an Event of Default has occurred and is continuing), which notice shall include a reasonably detailed description of such new category of Reserve being established or change to any eligibility criteria set forth in the definition of “Eligible Accounts Receivable,” “Eligible Credit Insured Accounts” and/or “Eligible Inventory” (during which five Business Day period (x) the Administrative Agent shall, if requested, discuss any such Reserve or change with the Borrower and (y) the Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or change thereto no longer exists or exists in a manner that would result in the establishment of a lower Reserve or result in a lesser change thereto, in a manner and to the extent reasonably satisfactory to the Administrative Agent), establish and increase or decrease Reserves in accordance with the terms hereof; provided that, pending the expiration of such five Business Day period, no Borrowings of Tranche 1 Revolving Loans may be made if such Borrowings would result in the Total Utilization of Tranche 1 Revolving Commitments to exceed the First Out Line Cap and no Borrowings of FILO Loans may be made if such Borrowings would result in the Total Utilization of FILO Commitments to exceed the FILO Line Cap, as applicable, calculated as if such proposed Reserve had been implemented. Notwithstanding any other provision of this Agreement to the contrary, (a) the establishment or increase of any Reserves or changes in any eligibility criteria shall be limited to such Reserves and changes as the Administrative Agent determines, in its Permitted Discretion, are appropriate based on the analysis of facts or events first occurring or first discovered by the Administrative Agent after the Closing Date or that differ materially from facts or events occurring and known to the Administrative Agent on the Closing Date, (b) in no event shall Reserves or changes in eligibility criteria with respect to any component of the Tranche 1 Borrowing Base or the FILO Borrowing Base duplicate any other Reserves currently established or maintained or eligibility criteria to the extent addressed thereby, (c) the amount of any such Reserve or change in eligibility criteria shall be a reasonable quantification of the incremental dilution of the Tranche 1 Borrowing Base or the FILO Borrowing Base attributable to the relevant contributing factors and have a reasonable relationship to the event, condition or other matter that is the basis for such Reserve or change and (d) in no event shall Reserves to reflect the dilution of Eligible Accounts Receivable be imposed until dilution of Accounts exceeds 5.0% (or for so long as any FILO Commitments or FILO Loans are outstanding, 2.5%) of the gross face amount of such Accounts, in which case a Reserve shall be established in an amount equal to 1.0% of the value of Accounts for each percentage point (or portion thereof) of dilution in excess 5.0% (or for so long as any FILO Commitments or FILO Loans are outstanding, 2.5%).

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Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) or (b) of the foregoing paragraph, the Administrative Agent, in consultation with the Borrower, may establish an alternative interest rate for such Loans, in which case, such alternative rate of interest shall apply with respect to such Loans until (i) the Administrative Agent revokes the notice delivered with respect to such Loans under clause (a) or (b) of the first sentence of the foregoing paragraph, (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the establishment of an alternative interest rate pursuant to clause (a) of the foregoing paragraph.

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and the result of any of the foregoing shall be to increase the cost to such Lender, such Issuing Bank or the Swing Line Lender of making, maintaining, continuing or converting to any Loan the interest on which is determined by reference to the Term Benchmark or, in the case of a Change in Law with respect to Taxes, making, maintaining, continuing or converting to any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Issuing Bank or such other Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank (whether of principal, interest or any other amount)) then, from time to time within ten days after demand by such Lender or such Issuing Bank setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent) (provided that such calculation will not in any way require disclosure of confidential or price-sensitive information or any other information the disclosure of which is prohibited by law), the Borrower or Co-Borrower, as applicable, will pay to such Lender or such Issuing Bank such additional amount or amounts as will compensate such Lender or such Issuing Bank for such additional costs incurred or reduction suffered. No Lender, Issuing Bank or Swing Line Lender shall request that the Borrower or applicable Co-Borrower, as applicable, pay any additional amount pursuant to this Section 3.04(a) unless it shall concurrently make similar requests to other borrowers similarly situated and affected by such Change in Law and from whom such Lender, Issuing Bank or Swing Line Lender is entitled to seek similar amounts.

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including any loss or expense (excluding loss of anticipated profits or margin) actually incurred by reason of the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Notwithstanding the foregoing, no Lender may make any demand under this Section 3.05 (i) with respect to the Floor specified in the definition of “Term SOFR”, (ii) with respect to the Floor specified in the definition of “Adjusted Term ▇▇▇▇▇” or (iii) in connection with any prepayment of interest on Loans.

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Notwithstanding anything to the contrary contained above, any Lender that acts as an Issuing Bank may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Bank (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such Issuing Bank or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 10.09.

In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans and (iii) the Required Lenders or Required Facility Lenders, as applicable, have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

The obligation of each Lender to extend credit to the Borrower and of each Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject only to the satisfaction, or waiver in accordance with Section 11.01, each of the following conditions precedent, except as otherwise agreed between the Borrower and the Lead Arrangers:

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provided, however, that, with respect to the requirements set forth in clauses (iii), (iv) and (v) above, each document or instrument required to be executed by a Loan Party other than Holdings and the Initial Borrower (a “Post-Closing Loan Party”), such execution shall not be a condition to the initial availability of the Facility on the Closing Date, it being agreed that such documents shall be executed and delivered in escrow prior to the consummation of the Acquisition and released from escrow upon funding of the Initial Term Loans and consummation of the Acquisition and upon such release, each Post-Closing Loan Party will be deemed to have made the Company Specified Representations with respect to itself;

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The Lead Arrangers acknowledge receipt of the audited financial statements for the fiscal years ending December 2018, 2019, and 2020 and the unaudited financial statements for the fiscal quarters ending March 31, 2021 and June 30, 2021.

Without limiting the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement or funded Loans hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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Subject to Section 1.08(f), each Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Term Benchmark Loans) and each Issuance Notice submitted by the Borrower shall be deemed to be a representation and warranty that the condition specified in Sections 4.02(a), (b) and (c) has been satisfied on and as of the date of the applicable Borrowing or issuance, amendment, renewal or extension of a Letter of Credit.

The Borrower represents and warrants each of the following to the Lenders, the Issuing Banks, the Administrative Agent and the Collateral Agent, in each case, to the extent and, unless otherwise specifically agreed by the Borrower, only on the dates required by Section 2.16, or Article IV, as applicable.

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except with respect to any breach, contravention or violation (but not creation of Liens) referred to in clauses ((ii)), ((iii)) and ((iv)), to the extent that such breach, contravention or violation has not resulted in, or is not reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect.

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So long as the Termination Conditions have not been satisfied, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each of the Restricted Subsidiaries to:

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Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (i) the applicable financial statements of any Person of which the Borrower is a Subsidiary (such Person, a “Parent Entity”) or (ii) the Borrower’s or a Parent Entity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that with respect to each of clauses (i) and (ii), (A) to the extent such information relates to a Parent Entity and there are material differences between the financial information at such Parent Entity and the Borrower, such information is accompanied by such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of such Parent Entity and each of its Subsidiaries, other than the Borrower and its Subsidiaries and (B) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of such Parent Entity’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain purchase accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.

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Documents required to be delivered pursuant to Section 6.01 or Section 6.02 (other than Section 6.02(a)) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website addresses listed on Schedule 11.02, or (ii) on which such documents are posted on the Borrower’s behalf on ▇▇▇▇▇▇▇ Datasite One, Intralinks/Intra Agency, Syndtrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on ▇▇▇▇▇▇▇ Datasite One, Intralinks/Intra Agency, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may have personnel who do not wish to receive any information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (and by doing so shall be deemed to have represented that such information contains only Public-Side Information); (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as containing only Public-Side Information (provided however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public-Side Information”; and (iv) the Administrative Agent and/or the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public-Side Information.”

For the avoidance of doubt, the foregoing shall be subject to the provisions of Section 11.08.

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Each notice pursuant to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth a summary description of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. For the avoidance of doubt, the foregoing shall be subject to the provisions of Section 11.08.

except in the case of clause (a) or (b), (i) in connection with a transaction permitted by the Loan Documents (including transactions permitted by Section 7.04 or Section 7.05), (ii) with respect to any Immaterial Subsidiary, or (iii) to the extent that failure to do so has not resulted in, or is not reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect.

(a) Except when the failure to do so has not resulted in, or is not reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect, maintain or cause to be maintained with insurance companies that the Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed or with a Captive Insurance Subsidiary, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business and of such types and in such amounts (after giving effect to any self-insurance) as are customarily carried under similar circumstances by such other Persons, and furnish to the Administrative Agent, which, absent a continuing Event of Default, shall not be made more than once in any twelve month period, upon reasonable written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried.

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(b) Subject to Section 6.15, each such policy of insurance with respects to jurisdictions within the United States and Canada shall as appropriate and is customary,

(i) name the Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder (with respect to liability insurance), or

(ii) to the extent covering Collateral in the case of property insurance, contain a lenders’ loss payable clause or endorsement that names the Collateral Agent, on behalf of the Secured Parties, as the lenders’ loss payee thereunder;

provided that (A) absent a Specified Event of Default that is continuing, any proceeds of any such insurance shall be delivered by the insurer(s) to Holdings, the Borrower or one of its Subsidiaries and may be applied in accordance with (or, if this Agreement does not provide for application of such proceeds, in a manner that is not prohibited by) this Agreement and (B) this Section 6.07(b) shall not be applicable to (1) business interruption insurance, workers’ compensation policies, employee liability policies or directors and officers policies, (2) policies to the extent the Collateral Agent cannot have an insurable interest therein or is unable to be named as an additional insured or loss payee thereunder or (3) the extent unavailable from the relevant insurer after the Borrower’s use of its commercially reasonable efforts.

(a) Permit representatives of the Administrative Agent and Required Lenders to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (subject to such accountants’ policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that (a) excluding

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any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the continuation of an Event of Default and only one such time shall be at the Borrower’s expense and (b) when an Event of Default is continuing, the Administrative Agent or the Required Lenders (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. For the avoidance of doubt, the foregoing shall be subject to the provisions of Section 11.08.

(b) From time to time the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations as the Administrative Agent may deem reasonably necessary or appropriate; provided that, the Administrative Agent (i) may conduct (x) one field examination and one inventory appraisal with respect to the Collateral in each 12-month period after the date of this Agreement and (y) one additional field examination and inventory appraisal with respect to the Collateral in each consecutive 12-month period after the date Specified Excess Availability shall have been less than the greater of (a) 15.0% of the Total Line Cap and (b) $125,000,000142,500,000 for five or more consecutive Business Days, and (ii) may conduct such other field examinations and inventory appraisals as frequently as determined by the Administrative Agent in its reasonable discretion upon the occurrence and during the continuance of any Event of Default, in each case, in a form, and from a third party appraiser or consultant, reasonably satisfactory to the Administrative Agent. All such appraisals, field examinations, inventory appraisals and other verifications and evaluations shall be at the sole expense of the Loan Parties, and the Administrative Agent shall provide the Borrower with a reasonably detailed accounting of all such expenses. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, (x) may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders and (y) shall promptly distribute copies of any final reports from a third party appraiser or third party consultant delivered in connection with any field exam or appraisal to the Lenders, in each case of clauses (x) and (y), subject to the provisions of Section 11.08 hereof.

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provided that without limiting the obligations set forth above, the Administrative Agent and the Collateral Agent will consult in good faith with the Borrower to reduce any stamp, filing or similar taxes imposed as a result of the actions described in the foregoing provisions;

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Notwithstanding anything to the contrary in any Loan Document, other than with respect to the Equity Interests and assets of any Foreign Subsidiary that becomes a Loan Party, neither Holdings, the Borrower, nor any Restricted Subsidiary will be required to, nor will the Administrative Agent or the Collateral Agent be authorized,

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Notwithstanding the foregoing, (i) no Restricted Subsidiary that owns material intellectual property shall be designated as an Unrestricted Subsidiary pursuant to this Section 6.13 and (ii) no Unrestricted Subsidiary shall own any material intellectual property.

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(h) Following the commencement of a Cash Dominion Period (other than by reason of an Event of Default pursuant to Section 9.01(a) or 9.01(f), except to the extent necessary for one or more officers or directors of Holdings, the Borrower or any of its Subsidiaries to avoid personal or criminal liability under applicable Law as certified in the applicable Trust Fund Certificate), in the event that a Blocked Account or the Administrative Agent Account contains Trust Funds (other than payroll and employee benefit payments, in each case, in the nature of discretionary contributions), the Borrower (acting in good faith) may, within 30 days after such Trust Funds are received in such Blocked Account or Administrative Agent Account, deliver to the Administrative Agent a Trust Fund Certificate (together with such supporting information as may be reasonably requested by the Administrative Agent). Notwithstanding anything to the contrary herein or in any other Loan Document, within five Business Days following receipt of a Trust Fund Certificate, the Administrative Agent shall remit from such Blocked Account or Administrative Agent Account, as applicable, the lesser of (a) such Trust Funds specified in the Trust Fund Certificate or (b) the Excess Availability on the date of such remittance, at the option of the Administrative Agent, (x) to the applicable Loan Party or (y) on behalf of the applicable Loan Party directly to the Person entitled to such Trust Funds as specified in the Trust Fund Certificate. If any such amounts are remitted to a Loan Party, such Loan Party shall apply all such funds solely for the purposes set forth in the applicable Trust Fund Certificate on or prior to the date due and any failure of such Loan Party to apply all such funds solely for such purposes shall constitute an immediate Event of Default.

So long as the Termination Conditions are not satisfied, the Borrower shall not (and, with respect to Section 7.10 only, Holdings shall not), nor shall the Borrower permit any Restricted Subsidiary to:

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Notwithstanding the foregoing, any Indebtedness secured by a Lien on ABL Priority Collateral pursuant to clauses (i), (j), (mm) and (nn) above, that is not subject to the Closing Date ABL Intercreditor Agreement or another Intercreditor Agreement that provides that such Liens shall rank on a junior lien basis in respect of the ABL Priority Collateral to the Liens on the ABL Priority Collateral securing the Obligations, shall not exceed $12,500,000 in the aggregate at any time outstanding; provided that the Borrower shall provide prior written notice to the Administrative Agent prior to incurring such Lien; provided further that the Administrative Agent may impose a Reserve with respect to the aggregate amount of Obligations secured by such Liens.

For purposes of determining compliance with this Section 7.01, in the event that any Lien (or any portion thereof) meets the criteria of more than one of the categories set forth above, the Borrower may, in its sole discretion, at the time of incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such Lien (or any portion thereof) in any manner that complies with this covenant on the date such Lien is incurred or such later time, as applicable; provided that all Liens securing Indebtedness under (a) the Loan Documents will be deemed to have been incurred in reliance on the exception in Section 7.01(a) and (b) the Senior Secured Notes Indenture, the CoBank Term Loan Credit Agreement and the Term Loan Credit Agreement, in each case on the Closing Date or the Amendment No. 1 Effective Date, as applicable, will be deemed incurred in reliance on the exception in Section 7.01(b), and shall not be permitted to be reclassified pursuant to this paragraph. With respect to any Liens securing Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any Lien securing the Increased Amount of such Indebtedness shall also be permitted hereunder after the date of such incurrence.

provided, that the Investments pursuant to this clause (a) by a Loan Party in any Non-Loan Party, together with any Permitted Acquisitions pursuant to 7.02(c) of any entity that is not (or does not become) a Loan Party, shall not exceed the greater of (i) 50.00% of Closing Date EBITDA and (ii) 50.00% of TTM Consolidated Adjusted EBITDA as of the applicable date of determination;

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If any Investment is made in any Person that is not a Restricted Subsidiary on the date of such Investment and such Person subsequently becomes a Restricted Subsidiary, such Investment shall thereupon be deemed to have been made pursuant to Section 7.02(a)(i) and to not have been made pursuant to any other clause set forth above.

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Notwithstanding the foregoing, none of Holdings, the Borrower or any Restricted Subsidiary shall transfer (whether by sale, contribution, dividend or otherwise), material intellectual property to any Unrestricted Subsidiary.

For purposes of determining compliance with this Section 7.02, in the event that any Investment (or any portion thereof) meets the criteria of more than one of the categories set forth above, the Borrower may, in its sole discretion, at the time such Investment is made, divide, classify or reclassify, or at any later time divide, classify or reclassify, such Investment (or any portion thereof) in any manner that complies with this covenant on the date such Investment is made or such later time, as applicable; provided that such Investments shall not be permitted to be reclassified to Section 7.02(jj).

The amount of any Investment at any time shall be the amount of cash and the fair market value of other property actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment at the Borrower’s option, net of any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investment. To the extent any Investment in any Person is made in compliance with this Section 7.02 in reliance on a category above that is subject to a Dollar-denominated restriction on the making of Investments and, subsequently, such Person returns to the Borrower or any Restricted Subsidiary all or any portion of such Investment (in the form of a dividend, distribution, liquidation or otherwise, but excluding intercompany Indebtedness), such return shall be deemed to be credited to the Dollar-denominated category against which the Investment is then charged. To the extent the category subject to a Dollar-denominated restriction is also subject to a percentage of TTM Consolidated Adjusted EBITDA restriction which, at the date of determination, produces a numerical restriction that is greater than such Dollar Amount, then such Dollar equivalent shall be deemed to be substituted in lieu of the corresponding Dollar Amount in the foregoing sentence for purposes of determining such credit.

For purposes of determining compliance with any Dollar-denominated (or percentage of TTM Consolidated Adjusted EBITDA, if greater) restriction on the making of Investments, the Dollar equivalent amount of the Investment denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Investment was made.

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For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories set forth above, the Borrower may, in its sole discretion, at the time of incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant on the date such Indebtedness is incurred or such later time, as applicable;

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provided that all Indebtedness under (a) the Loan Documents will be deemed to have been incurred in reliance on the exception in Section 7.03(a) and (b) the Senior Secured Notes and the Term Loan Credit Agreement on the Closing Date will be deemed incurred in reliance on the exception in Section 7.03(b), and shall not be permitted to be reclassified pursuant to this paragraph; provided further that such Indebtedness shall not be permitted to be divided, classified or reclassified to Section 7.03(aa).

For purposes of determining compliance with any Dollar-denominated (or percentage of TTM Consolidated Adjusted EBITDA, if greater) restriction on the incurrence of Indebtedness, the Dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower Dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated (or percentage of TTM Consolidated Adjusted EBITDA, if greater) restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated (or percentage of TTM Consolidated Adjusted EBITDA, if greater) restriction will be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses in connection therewith).

With respect to any Indebtedness and any related Liens that were permitted to be incurred under the Loan Documents on the date of such incurrence, any Increased Amount with respect to such Indebtedness after the date of such incurrence shall also be permitted under the Loan Documents and, for the avoidance of doubt, shall not result in a Default or an Event of Default. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP.

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it being agreed that if the foregoing are satisfied, the Successor ▇▇▇▇▇▇▇▇ will succeed to, and be substituted for, the Borrower under this Agreement;

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Notwithstanding anything herein to the contrary, in the event of any merger, dissolution, liquidation, consolidation, amalgamation or Division of any Loan Party or a Restricted Subsidiary effected in accordance with this Section 7.04, the Borrower shall or shall cause, with respect to each surviving or continuing Restricted Subsidiary (or new direct Parent Entity) (a) promptly deliver or cause to be delivered to the Administrative Agent for further distribution by the Administrative Agent to each Lender (i) such information and documentation reasonably requested by the Administrative Agent or any Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) a Beneficial Ownership Certification and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably request in order to perfect or continue the perfection of the Liens granted or purported to be granted by the Collateral Documents in accordance with Section 6.11 and as promptly as practicable.

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(this clause ((j)), the “General Asset Sale Basket”);

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To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, and without limiting the provisions of Section 10.11 the Administrative Agent shall be authorized to, and shall, take any actions reasonably requested by the Borrower in order to effect the foregoing (and the Lenders hereby authorize and direct the Administrative Agent to conclusively rely on any such certification by the Borrower in performing its obligations under this sentence).

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The amounts set forth in Section 7.06(t) may, in lieu of Restricted Payments, be utilized by the Borrower or any Restricted Subsidiary to make any Investments without regard to Section 7.02.

The amount of any Restricted Payment at any time shall be the amount of cash and the fair market value of other property subject to the Restricted Payment at the time such Restricted Payment is made. For purposes of determining compliance with this Section 7.06, in the event that any Restricted Payment (or any portion thereof) meets the criteria of more than one of the categories set forth above, the Borrower may, in its sole discretion, at the time of such Restricted Payment is made, divide, classify or reclassify, or at any later time divide, classify, or reclassify, such Restricted Payment (or any portion thereof) in any manner that complies with this covenant on the date such Restricted Payment is made or such later time, as applicable; provided that such Restricted Payment shall not be permitted to be reclassified to Section 7.06(r).

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provided that the foregoing shall not apply to Contractual Obligations that:

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provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest on Junior Financing, payments of closing and consent fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases, in each case pursuant to the terms of Junior Financing Documentation.

For the avoidance of doubt, the redemption or repurchase of any or all of the Existing Notes pursuant to the Change of Control Offer or otherwise shall not constitute a Junior Debt Repayment.

The amount set forth in Section 7.09(a)(x) may, in lieu of Junior Debt Repayments be utilized by the Borrower or any Restricted Subsidiary to make any Investments without regard to Section 7.02.

The amount of any Junior Debt Repayment at any time shall be the amount of cash and the fair market value of other property used to make the Junior Debt Repayment at the time such Junior Debt Repayment is made. For purposes of determining compliance with this Section 7.09(a), in the event that any prepayment, repayment, redemption, purchase, defeasance or satisfaction (or any portion thereof) meets the criteria of more than one of the categories set forth above, the Borrower may, in its sole discretion, at the time of such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made, divide, classify, or reclassify, or at any later time divide, classify or reclassify, such prepayment, repayment, redemption, purchase, defeasance or satisfaction (or any portion thereof) in any manner that complies with this covenant on the date it was made or such later time, as applicable; provided that such Junior Debt Repayments shall not be permitted to be reclassified to Section 7.09(a)(ix).

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it being agreed that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement.

Notwithstanding anything herein to the contrary, in the event of any merger, dissolution, liquidation, consolidation, amalgamation or Division of Holdings effected in accordance with this Section 7.10, the Borrower shall or shall cause, with respect to the surviving or continuing Person (or new direct Parent Entity) (x) promptly deliver or cause to be delivered to the Administrative Agent for further distribution by the Administrative Agent to each Lender (1) such information and documentation reasonably requested by the Administrative Agent or any Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (2) a Beneficial Ownership Certification and (y) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably request in order to perfect or

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continue the perfection of the Liens granted or purported to be granted by the Collateral Documents as promptly as practicable.

 

 

So long as the Termination Conditions have not been satisfied, the Borrower and each of the Restricted Subsidiaries covenant and agree that:

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provided that (A) this Section 9.01(e) shall not apply to any failure if it has been remedied, cured or waived, or is capable of being cured, in accordance with the terms of such Material Indebtedness and (B) Section 9.01(e)(ii) shall not apply (1) to any secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness; (2) to the conversion of, or the satisfaction of any condition to the conversion of, any Indebtedness that is convertible or exchangeable for Equity Interests; (3) to a customary “change of control” put right in any indenture governing any such Indebtedness in the form of notes; or (4) to a refinancing of Indebtedness permitted by this Agreement; or

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provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower or any Co-Borrower under any Debtor Relief Law, the Commitments of each Lender and the obligations of each Issuing Bank to issue Letters of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest, fees, expenses, and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower or Co-Borrower to Cash Collateralize the Letters of Credit as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

For the avoidance of doubt, unless a Default or an Event of Default has occurred and is continuing, the Administrative Agent (and each other Secured Party) shall not take any of the actions described in this Section 9.02 or bring an action or proceeding under the Loan Documents or with respect to the Obligations.

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First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 11.04 and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent in their capacities as such;

Next, to payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among, as applicable, the Administrative Agent and the Issuing Banks pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution);

Next, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, Obligations under Secured Hedge Agreements and Cash Management Obligations and Letter of Credit fees) payable to the Lenders and the Issuing Banks (including Attorney Costs payable under Section 11.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Third payable to them;

Next, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and interest on the Loans (other than any Loans under a FILO Tranche) and Letter of Credit Usage, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause Fourth held by them;

Next, to pay the principal of Protective Advances;

Next, (a) to payment of that portion of the Obligations constituting unpaid principal of the Loans (other than Protective Advances and Loans under a FILO Tranche) and the Letter of Credit Usage, (b) to the extent a Bank Products Reserve has been established therefor by the Administrative Agent in accordance with the terms hereof, to pay the unpaid Reserved Secured Hedge Obligations, including the cash collateralization of such Reserved Secured Hedge Obligations in an amount not to exceed the amount of the Bank Products Reserve, (c) to the extent a Bank Products Reserve has been established therefor by the Administrative Agent in accordance the terms hereof, to pay the unpaid Reserved Secured Cash Management Obligations in an amount not to exceed the amount of the Bank Products Reserve, (d) to Cash Collateralize Letters of Credit (to the extent not otherwise Cash Collateralized pursuant to the terms of this Agreement) (in an amount equal to 103% of the maximum face amount of all outstanding Letters of Credit) and to further permanently reduce the Tranche 1 Revolving Commitments by the amount of such Cash Collateralization, ratably among the Secured Parties in proportion to the respective amounts described in this clause Sixth held by them; provided that (i) any such amounts applied pursuant to the foregoing subclause (d) shall be paid to the Administrative Agent for the ratable account of the Issuing Banks to Cash Collateralize such Letters of Credit, (ii) subject to Section 2.04 and Section 2.19, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause Sixth shall be applied to satisfy drawings under such Letters of Credit as they occur and (e) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be applied by the Administrative Agent in accordance with the priority of payments set forth in this Section 9.03;

Next, ratably, to payment of accrued and unpaid interest on any FILO Tranche (including the FILO Loans);

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Next, ratably, to payment of unpaid principal on any FILO Tranche (including the FILO Loans);

Next, ratably to pay other Obligations then due (other than Obligations in respect of Secured Cash Management Services and Secured Hedge Agreements), until paid in full;

Next, ratably to pay other Obligations in respect of Secured Cash Management Services and Secured Hedge Agreements (which shall include Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations in amounts in excess of the applicable Bank Product Reserve), until paid in full;

Next, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.

Amounts distributed with respect to any Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations shall be the lesser of (x) the maximum Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations last reported to the Administrative Agent and (y) the Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations as calculated by the methodology reported by each applicable Cash Management Bank and Hedge Bank to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations, and at any time and from time to time may request a reasonably detailed calculation of such amount from the applicable Secured Party holding such Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations. If a Secured Party fails to deliver such calculation within five (5) days following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is no greater than the maximum amount of the Reserved Secured Cash Management Obligations or Reserved Secured Hedge Obligations last reported to Administrative Agent.

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The Administrative Agent shall not be liable to the Lenders for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.02 and Section 11.01) or (ii) in the absence of its own gross negligence or willful misconduct or of a material breach by the Administrative Agent of its obligations under the Loan Documents as determined by a final, non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower or the Required Lenders in writing.

No Agent-Related Person shall be responsible for or have any duty to ascertain or inquire into (i) any recital, statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report, statement or agreement or other document delivered pursuant to a Loan Document thereunder or in connection with a Loan Document or referred to or provided for in, or received by the Administrative Agent under or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in a Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (a) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (b) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender. The list of Disqualified Lenders shall be specified on a schedule that is held with the Administrative Agent, which list may be provided to any Lender or its proposed assignee upon request.

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Each Agent shall be fully justified in failing or refusing to take any discretionary action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or other requisite percentage of Lenders) and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agents shall in all cases be fully protected in taking any discretionary action, or in refraining from taking any discretionary action under any Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any discretionary action that, in their opinion or in the opinion of their counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent shall not act (or refrain from acting, as applicable) upon any direction from the Required Lenders (or other requisite percentage of Lenders) that would cause the Administrative Agent to be in breach of any express term or provision of this Agreement. The Lenders and each other Secured Party agree not to instruct the Administrative Agent, Collateral Agent or any other Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement.

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Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. Anything herein to the contrary notwithstanding, none of the Lead Arrangers or the other Agents listed on the cover page hereof (or any of their respective Affiliates or branches) shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except (a) in its capacity, as applicable, as the Administrative Agent, the Collateral Agent or a Lender hereunder and (b) as provided in Section 11.01(b)(iv), and such Persons shall have the benefit of this Article X. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any agency or fiduciary or trust relationship with any Lender, Holdings, the Borrower or any of their respective Subsidiaries. Each Lender acknowledges that it has not relied, and will not rely,

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on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. Any Agent may resign from such role at any time, with immediate effect, by giving prior written notice thereof to the Administrative Agent and ▇▇▇▇▇▇▇▇.

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and any custodian, receiver, interim receiver, receiver and manager, monitor, assignee, liquidator, sequestrator, trustee, or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements, fees, and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.11 and 11.04. To the extent that the payment of any such compensation, expenses, disbursements, fees, and advances of the Administrative Agent, its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.11 and 11.04 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or the Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization, arrangement or proposal or otherwise.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Bank any proposed plan of reorganization, arrangement, adjustment or composition, proposal or similar dispositive restructuring plan affecting the Obligations or the rights of any Lender or any Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or any Issuing Bank in any such case or proceeding.

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles so long as no Lender is prohibited from owning an interest therein) all or any portion of the Collateral (i) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, any comparable provisions of any other Debtor Relief Law, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (ii) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the

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Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (A) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (B) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 11.01 of this Agreement), (C) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action and (D) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

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In connection with any Lien Release Event, Release/Subordination Event, Guaranty Release Event or Release Action, each of the Collateral Agent, the Administrative Agent and each Secured Party shall be entitled to rely and shall rely exclusively on an officer’s certificate of the Borrower (the “Release Certificate”) confirming that (a) such Lien Release Event, Release/Subordination Event or a Guaranty Release Event, as applicable, has occurred or will upon consummation of one or more identified transactions (an “Identified Transaction”) occur, (b) the conditions to any such Lien Release Event, Release/Subordination Event or Guaranty Release Event have occurred or will occur upon consummation of an Identified Transaction, and (c) that any such Identified Transaction is permitted by (or not prohibited by) the Loan Documents. The Collateral Agent and the Administrative Agent will be fully exculpated from any liability and shall be fully protected and shall not have any liability whatsoever to any Secured Party as a result of such reliance or the consummation of any Release Action. A Release Certificate may be delivered in advance of the consummation of any applicable Identified Transaction.

Each Lender and each Secured Party irrevocably authorizes and irrevocably directs the Collateral Agent and the Administrative Agent to take the Release Actions and consents to reliance on the Release

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Certificate. The Secured Parties agree not to give any Agent any instruction or direction inconsistent with the provisions of this Section 10.11. Neither the Administrative Agent nor the Collateral Agent shall be responsible for, or have a duty to ascertain or inquire into, any statement in a Release Certificate, the compliance of any Identified Transaction with the terms of a Loan Document, any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or contained in any certificate prepared or delivered by any Loan Party in connection with the Collateral or compliance with the terms set forth above or in a Loan Document, nor shall the Administrative Agent or Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral or validity, perfection or priority of any lien thereon.

Each relevant Agent, each Lender and each other Secured Party agrees that following its receipt of an applicable Release Certificate it will take all Release Actions promptly upon request of the Borrower and in any event not later than the date that is (i) the third Business Day following the date Release Certificate is delivered to the Administrative Agent and (ii) the date any applicable Identified Transaction described in the Release Certificate is consummated (such latter date, the “Release Date”), Notwithstanding the foregoing, nothing set forth in this Section 10.11 shall relieve or release any Loan Party from any liability resulting from a Default or Event of Default that results from an Identified Transaction or misrepresentation or omission in any Release Certificate.

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Notwithstanding anything to the contrary set forth in any Loan Document, to the extent the Administrative Agent or Collateral Agent enters into any Intercreditor Agreement reasonably acceptable to the Borrower, this Agreement will be subject to the terms and provisions of such Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement or any other Loan Document and any such Intercreditor Agreement, the provisions of such Intercreditor Agreement govern and control. The Secured Parties acknowledge and agree that each Agent is (i) authorized and instructed to enter into any Intercreditor Agreement to be executed on the Closing Date with respect to Indebtedness incurred on the Closing Date pursuant to Section 7.03(b)(i)(A) and 7.03(b)(ii) and (ii) authorized to, and each Agent agrees that, with respect to any secured Indebtedness, upon request by the Borrower, it shall, enter into an Intercreditor Agreement contemplated hereunder with respect to such Indebtedness with the collateral agent or other Debt Representative of the holders of such Indebtedness that is secured by a Lien on Collateral the entering into of which is expressly provided for (including with respect to priority) under this Agreement. The Secured Parties hereby authorize and instruct the Administrative Agent and the Collateral Agent to (a) enter into any such Intercreditor Agreement executed on the Closing Date or any such other Intercreditor Agreement, (b) bind the Secured Parties on the terms set forth in any such Intercreditor Agreement and (c) perform and observe its obligations under any such Intercreditor Agreement. The Agents and each Secured Party agree that the Agents shall be entitled to rely and shall rely exclusively on an officer’s certificate of the Borrower in determining whether it is authorized or instructed to enter into an Intercreditor Agreement pursuant to this Section. Each Secured Party covenants and agrees not to give the Collateral Agent or Administrative Agent any instruction that is not consistent with the provisions of this Section 10.13. In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, to the extent that any Loan Party is required to give physical possession or control over or with respect to any Collateral to the Administrative Agent, the Collateral Agent, any other Agent or any Lender under this Agreement or any of the other Loan Documents, such requirement to give possession or control shall be satisfied if such possession or control is given to a Debt Representative for any Indebtedness that is secured by a Lien that is either pari passu or senior to the Liens on such Collateral securing the Obligations, in each case, in accordance with the Closing Date ABL Intercreditor Agreement and any other Intercreditor Agreement.

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Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient); and notices deposited in the United States mail with postage prepaid and properly addressed shall be deemed to have been given within three Business Days of such deposit; provided that no notice to any Agent shall be effective until received by such Agent. Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

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Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower and the Co-Borrowers shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article IX for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any Issuing Bank or the Swing Line Lender from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank or the Swing Line Lender, as applicable) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with Section 11.09 (subject to the terms of Section 2.15) or (iv) any Lender from filing proofs of claim (and voting its claims) or appearing and filing pleadings on its own behalf during the pendency of a case or proceeding relative to the Borrower or any other Loan Party under any Debtor Relief Law; provided further that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Article IX and (B) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 2.15, any Lender may, with the consent of the Required Lenders, enforce any rights or remedies available to it and as authorized by the Required Lenders.

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provided that such indemnity shall not, as to any Indemnitee, be available to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that any such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any Related Indemnified Person of such Indemnitee, (ii) a material breach of any obligations of such Indemnitee under any Loan Document by such Indemnitee or Related Indemnified Person, or (iii) any dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, the Collateral Agent, an Issuing Bank, the Swing Line Lender or a Lead Arranger (or other Agent role) under the Facility and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 11.05 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, the Borrower and the Co-Borrowers jointly and severally shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through ▇▇▇▇▇▇▇ Datasite One, Intralinks/Intra Agency, Syndtrak or other similar information transmission systems in connection with this Agreement, except to the extent resulting from the willful misconduct, bad faith or gross negligence of such Indemnitee or any Related Indemnified Person (as determined by a final and non-appealable judgment of a court of competent jurisdiction), nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document

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or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 11.05 (after the determination of a court of competent jurisdiction, if required pursuant to the terms of this Section 11.05) shall be paid within twenty Business Days after written demand therefor. The agreements in this Section 11.05 shall survive the resignation of the Administrative Agent, the Collateral Agent, the Swing Line Lender or any Issuing Bank, replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 11.05 shall not apply to Taxes, except it shall apply to any Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim (including a value added tax or similar tax charged with respect to the supply of legal or other services). For the avoidance of doubt and without limiting the foregoing obligations in any manner, neither ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, nor any other Affiliate of the Borrower (other than Holdings, the Borrower, and its Restricted Subsidiaries) shall have any liability under this Section 11.05, and each is hereby released from any liability arising from the Transactions or any other transaction explicitly permitted (or not prohibited) by the Loan Documents.

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Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 11.07 and, to the extent expressly contemplated hereby, the Agent-Related Persons of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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To the extent that any assignment is purported to be made to a Disqualified Lender, such transaction shall be subject to the applicable provisions of Section 11.27.

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Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section 11.07, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement (except in the case of an assignment to or purchase by Holdings, the Borrower or any of Holdings’ Subsidiaries) and, to the extent of the interest assigned by such Assignment and Assumption and as permitted by this Section 11.07, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that anything contained in any of the Loan Documents to the contrary notwithstanding, each Issuing Bank shall continue to have all rights and obligations with respect to any Letters of Credit issued by it until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder. Upon request, and the surrender by the assigning Lender of its applicable Notes, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 11.07.

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In addition, each of the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Issuing Banks and the Lenders may disclose the existence of this Agreement and the information about this Agreement to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Issuing Banks and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents.

For purposes of this Section 11.08, “Information” means all information received from or on behalf of any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent, the Collateral Agent or any Lender on a non-confidential basis prior to disclosure by any Loan Party or any Subsidiary thereof; it being understood that all information received from Holdings, the Borrower or any Subsidiary after the Closing Date shall be deemed confidential unless such information is clearly identified at the time of delivery as not being confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.08 shall be considered to have complied with its obligation to do so in accordance with its customary procedures if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Collateral Agent, the Lead Arrangers and the Lenders acknowledges that (A) the Information may include Private-Side Information concerning Holdings, the Borrower or a Subsidiary, as the case may be, (B) it has developed compliance procedures regarding the use of Private-Side Information and (C) it will handle such Private-Side Information in accordance with applicable Law, including United States Federal and state securities Laws.

Notwithstanding anything to the contrary therein, nothing in any Loan Document shall require Holdings or any of its Subsidiaries to provide information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by applicable Law, (iii) that is subject to attorney client or similar privilege or constitutes attorney work product or (iv) the disclosure of which is restricted by binding agreements not entered into primarily for the purpose of qualifying for the exclusion in this clause (iv).

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(a) Each Lender that is subject to the USA PATRIOT Act or the Beneficial Ownership Regulation and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act and the Beneficial Ownership Regulation. Each Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation.

(b) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada) and other anti-terrorism laws and “know your client” policies, regulations, laws or rules applicable in Canada, including any guidelines or orders thereunder (collectively, “CAML”), the Lenders and Administrative Agent may be required to obtain, verify and record information regarding the Loan Parties, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of such Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective assignee or participant of a Lender or the Administrative Agent, in order to comply with any applicable CAML, whether now or hereafter in existence. Each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Loan Parties or any such authorized signatory in doing so.

 

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Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of

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any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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provided that (A) the Commitment of any Disqualified Lender may not be increased or extended without the consent of such Disqualified Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Disqualified Lender more adversely than other affected Lenders shall require the consent of such Disqualified Lender.

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[SIGNATURE PAGES INTENTIONALLY OMITTED.]

 

 

 

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ABL SECURITY AGREEMENT

dated as of November 30, 2021

 

by and among

 

PEARL MERGER SUB INC.,

as the Initial Borrower,

 

 

PEARL EXCELLENCE HOLDCO L.P.,

as Holdings,

 

THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME,

and

BARCLAYS BANK PLC,
as Collateral Agent

 

 

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CONTENTS

Page

Article I. Definitions 2

Section 1.01 Credit Agreement 2

Section 1.02 Other Defined Terms 2

Article II. Pledge of Securities 7

Section 2.01 Pledge 7

Section 2.02 Delivery of the Pledged Collateral 9

Section 2.03 Representations, Warranties and Covenants 10

Section 2.04 Certification of Limited Liability Company and Limited Partnership Interests 12

Section 2.05 Registration in Nominee Name; Denominations 12

Section 2.06 Voting Rights; Dividends and Interest 13

Section 2.07 Collateral Agent Not a Partner or Limited Liability Company Member 15

Article III. Security Interests in Personal Property 15

Section 3.01 Security Interest 15

Section 3.02 Representations and Warranties 19

Section 3.03 Covenants 20

Article IV. Special Provisions Concerning IP Collateral 23

Section 4.01 Grant of License to Use Intellectual Property 23

Section 4.02 Protection of Collateral Agent’s Security 24

Article V. Remedies 25

Section 5.01 Remedies Upon Default 25

Section 5.02 Application of Proceeds 27

Article VI. Miscellaneous 28

Section 6.01 Notices 28

Section 6.02 Waivers; Amendment 28

Section 6.03 Collateral Agent’s Fees and Expenses 29

Section 6.04 Successors and Assigns 29

Section 6.05 Survival of Agreement 29

Section 6.06 Counterparts; Effectiveness; Several Agreement 29

Section 6.07 Severability 30

Section 6.08 GOVERNING LAW, ETC 30

Section 6.09 WAIVER OF RIGHT TO TRIAL BY JURY 31

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Section 6.10 Headings 32

Section 6.11 Security Interest Absolute 32

Section 6.12 Termination or Release 32

Section 6.13 Additional Restricted Subsidiaries 33

Section 6.14 Collateral Agent Appointed Attorney-in-Fact 33

Section 6.15 General Authority of the Collateral Agent 35

Section 6.16 Collateral Agent’s Duties 35

Section 6.17 Recourse; Limited Obligations 35

Section 6.18 Right of Setoff 35

Section 6.19 Intercreditor Agreement 35

 

SCHEDULES

Schedule I – Additional Grantors

Schedule II – Pledged Equity; Pledged Debt

Schedule III – Commercial Tort Claims

Schedule IV – UCC Filing Offices

EXHIBITS

Exhibit I – Form of Security Agreement Supplement

Exhibit II – Form of Perfection Certificate

Exhibit III – Form of ABL Trademark Security Agreement

Exhibit IV – Form of ABL Patent Security Agreement

Exhibit V – Form of ABL Copyright Security Agreement

 

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This ABL SECURITY AGREEMENT, dated as of November 30, 2021 (this “Agreement”), by and among Pearl Merger Sub Inc., a Delaware corporation (“Merger Sub” and the “Initial Borrower”; which, after consummation of the Merger will be survived by Domtar Corporation, a Delaware corporation (the “Company”; the Initial Borrower as succeeded by the Company, the “Borrower”)), Pearl Excellence Holdco L.P., a Delaware limited partnership (“Holdings”), the entities set forth on Schedule I hereto (after giving effect to the Merger and the Transactions), each other entity from time to time party hereto as a grantor hereunder (together with the Borrower, the Co-Borrowers, Holdings, and each entity set forth on Schedule I hereto, collectively, the “Grantors”), and BARCLAYS BANK PLC, as the Collateral Agent for the Secured Parties (together with its successors and permitted assigns, the “Collateral Agent”).

Reference is made to (a) that certain ABL Credit Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”), by and among the Borrower, the Co-Borrowers from time to time party thereto, Holdings, the Lenders and other parties party thereto and BARCLAYS BANK PLC, as Administrative Agent, and BARCLAYS BANK PLC, as Collateral Agent, and the other agents and arrangers party thereto, and (b) the ABL Guaranty, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”), by and among Holdings, the Borrower, the Co-Borrowers from time to time party to the ABL Credit Agreement, the Subsidiaries of the Borrower from time to time party thereto as additional guarantors and the Administrative Agent.

The Lenders have agreed to extend credit to the Borrower, each Issuing Bank has indicated its willingness to issue Letters of Credit, the Hedge Banks have agreed to enter into and/or maintain one or more Secured Hedge Agreements and the Cash Management Banks have agreed to enter into and/or maintain Cash Management Services, in each case, on the terms and conditions set forth in the ABL Credit Agreement, in such Secured Hedge Agreements and in such Cash Management Services, as applicable.

Each Guarantor has, pursuant to the Guaranty, unconditionally guaranteed the obligations of the Borrower under the ABL Credit Agreement.

The obligations of the Lenders to extend such credit, the obligation of each Issuing Bank to issue Letters of Credit, the obligations of the Hedge Banks to enter into and/or maintain such Secured Hedge Agreements and the obligations of the Cash Management Banks to enter into and/or maintain such Cash Management Services are, in each case, conditioned upon, among other things, the execution and delivery of this Agreement by each Grantor.

The Grantors are Affiliates of one another and will derive substantial direct and indirect benefits from the extensions of credit to the Borrower pursuant to the ABL Credit Agreement, the issuance of Letters of Credit by the Issuing Banks pursuant to the ABL Credit Agreement, the entering into and/or maintaining by the Hedge Banks of Secured Hedge Agreements with the Borrower and/or one or more of its Restricted Subsidiaries, and the entering into and/or maintaining by the Cash Management Banks of Cash Management Services with the Borrower and/or one or more of its Restricted Subsidiaries, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit, the Issuing Banks to issue such

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Letters of Credit, the Hedge Banks to enter into and/or maintain such Secured Hedge Agreements and the Cash Management Banks to enter into and/or maintain such Cash Management Services.

Accordingly, the parties hereto agree as follows:

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(any Equity Interests excluded pursuant to clauses (i) through (vii) above, the “Excluded Equity Interests”); provided, further, that if and when any Equity Interest shall cease to be an Excluded Equity Interest and would otherwise constitute Pledged Equity, a Lien on and security in such property shall be deemed granted therein and the provisions of this Agreement shall apply to such Equity Interests;

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(the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”; provided that the Pledged Collateral shall not include, and the Security Interest shall not attach to, any Excluded Asset).

(ii) Promissory notes and Instruments having an aggregate principal amount equal to the Materiality Threshold Amount or less need not be delivered to the Applicable Collateral Agent.

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Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the ABL Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to Pledged Collateral or the creation, perfection or priority (as applicable) of the security interest granted therein in favor of the Collateral Agent (including in this Section 2.03) shall be deemed not to apply to such excluded assets.

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provided that Article 9 Collateral shall not include, and the Security Interest shall not attach to, and no representation, warranty or covenant contained herein or any other Collateral Document shall apply to, any of the following assets or property, each being an “Excluded Asset”:

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(xi) for so long as the Existing Notes remain outstanding, any Principal Property (as defined in the Existing Note Indenture) and the shares of Capital Stock or Debt (in each case as defined in the Existing Notes Indenture) of any Restricted Subsidiary (as defined in the Existing Notes Indenture); and

(xii) all Money, cash and cash equivalents that constitute Duty Refunds and all Duty Refund Accounts;

provided that (i) Excluded Assets shall not include any assets or property included in the Borrowing Base and (ii) if and when any property shall cease to be an Excluded Asset, a Lien on and security interest in such property shall be deemed granted therein and the provisions of this Agreement shall apply to such property, including the Proceeds of any General Intangible, Instrument, license, property right, permit or any other contract or agreement (except to the extent such Proceeds are Excluded Assets). Notwithstanding anything to the contrary, the Proceeds of, or in respect of, any Excluded Assets shall constitute Article 9 Collateral (except to the extent such Proceeds are an Excluded Asset).

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Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the ABL Credit Agreement excludes any assets from the scope of the Article 9 Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent in Article 9 Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to Article 9 Collateral or the creation, perfection or priority (as applicable) of the security interest granted therein in favor of the Collateral Agent (including in Section 3.02 or Section 3.03) shall be deemed not to apply to such excluded assets.

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The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require a Grantor to grant any license that is prohibited by any applicable Law, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (a) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the applicable Grantor; (b) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor immediately prior to the exercise of the license rights set forth herein; and (c) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation, the actions and conduct described in Section 4.02 below.

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Each Grantor acknowledges and recognizes that (a) the Collateral Agent may be unable to effect a public sale of all or a part of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. § 77, (as amended and in effect, the “Securities Act”) or the securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof, (b) private sales so made may be at prices and upon other terms less favorable to the seller than if such securities were sold at public sales, (c) neither the Collateral Agent nor any other Secured Party has any obligation to delay sale of any of the Collateral for the period of time necessary to permit such securities to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. To the maximum extent permitted by Law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable Law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors ten days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. The Collateral Agent shall not be obligated to make any sale of any

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Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable Law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable Law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable Law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.

The power-of-attorney granted pursuant to Section 6.14 shall apply for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the ABL Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in connection with this paragraph, including Attorney Costs and other charges relating thereto, shall be payable, within thirty days of written demand therefor, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby.

By accepting the benefits of this Agreement and each other Collateral Document, the Secured Parties expressly acknowledge and agree that this Agreement and each other Collateral Document may be enforced only by the action of the Collateral Agent and that no other Secured Party shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Secured Parties upon the terms of this Agreement and the other Collateral Documents.

Any exercise of remedies provided in this Section 5.01 shall be subject to the terms of any applicable Intercreditor Agreement.

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Notwithstanding anything to the contrary in any Loan Document, the Liens granted hereunder will be automatically released as set forth in Section 10.11 of the ABL Credit Agreement.

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provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. Each Secured Party (including the Collateral Agent) shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither such Secured Party nor any Related Indemnified Person of such Secured Party shall be responsible to any Grantor for any act or failure to act hereunder, except to the extent that a court of competent jurisdiction determines in a final, non-appealable judgment that any action or failure to act by any Secured Party (or Related Indemnified Person of such Secured Party) constituted gross negligence, bad faith or willful misconduct of such Secured Party (or Related Indemnified Person of such Secured Party) (it being understood that this sentence shall be subject to the limitation on liability set forth in Section 7.12(d)).

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

PEARL MERGER SUB INC., as Initial Borrower (which on the Closing Date will consummate the Merger, with DOMTAR CORPORATION surviving as the Borrower) and a Grantor

By:
Name:
Title:

DOMTAR CORPORATION, as the Borrower

By:
Name:
Title:

PEARL EXCELLENCE HOLDCO L.P., as Holdings

By its General Partner Paper Excellence B.V.

By:
Name:
Title:

 

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DOMTAR PAPER COMPANY, LLC

DOMTAR A.W. LLC

EAM CORPORATION,

each as a Guarantor

By:
Name:
Title:

 

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COLLATERAL AGENT:

BARCLAYS BANK PLC

 

 

By:

Name:

Title:

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TO ABL SECURITY AGREEMENT

Name of Grantor	Type of Organization	Jurisdiction of Organization/ Formation
Domtar Paper Company, LLC	Limited liability company	Delaware
Domtar A.W. LLC	Limited liability company	Delaware
EAM Corporation	Corporation	Delaware

 

 

 

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TO ABL SECURITY AGREEMENT

Pledged Equity

* = 100% pledge under the ABL Credit Agreement and 65% pledge under the Term Loan Credit Agreement and the Senior Secured Notes Indenture.

Grantor	Current Legal Owned Entities	Type of Organization	Jurisdiction of Organization/ Formation	Certificate No.	No. of Shares/Interest Issued	No. Shares/ Interest Owned	Percent of Owned Interest Pledged
Pearl Excellence Holdco L.P.	Pearl Merger Sub Inc.	Corporation	Delaware	N/A	100%	100%	100%
Pearl Excellence Holdco L.P.	Domtar Corporation2	Corporation	Delaware	01	100	100	100%
Domtar Corporation	Domtar AI Inc.	Corporation	Delaware	1	10,000	10,000	100%
Domtar AI Inc.	EAM Corporation	Corporation	Delaware	3	500	500	100%
EAM Corporation	Palmetto Enterprises LLC	Limited liability company	Delaware	n/a	1	1	100%
Domtar Corporation	Domtar Paper Company, LLC	Limited liability company	Delaware	n/a	10,000	10,000	100%
Domtar Paper Company, LLC	Prisma Renewable Composites, LLC	Limited liability company	Tennessee	n/a	2,377,179	1,307,448 (55%)	100%
Domtar Paper Company, LLC	Domtar Delaware Holdings, LLC	Limited liability company	Delaware	n/a	1,000	1,000	100%
Domtar Paper Company LLC	West Carrollton Paper, LLC	Limited liability company	Delaware	n/a	100%	100%	100%
		Corporation	Delaware	3	▇▇▇	▇▇▇	▇▇▇%

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Grantor	Current Legal Owned Entities	Type of Organization	Jurisdiction of Organization/ Formation	Certificate No.	No. of Shares/Interest Issued	No. Shares/ Interest Owned	Percent of Owned Interest Pledged
Domtar Paper Company, LLC	Domtar Delaware Holdings Inc.			4	350	350
Domtar Luxembourg Investments Sarl	Domtar Inc.	Corporation	Canada	1	230,951,355	230,951,355	0%
Domtar Inc.	Domtar Pulp and Paper General Partnership	General Partnership	Canada	n/a	1,147,820,600	1,147,820,600	100%*
Domtar Inc.	Brompton Lands Limited	Corporation	Canada	32	9,997	9,997	100%*
				33	3	3
Domtar Inc.	Forest Insurance Limited	Bermuda limited company	Bermuda	n/a	199,998	33,333 (16.6%)	65%*
Domtar Inc.	▇▇▇▇▇▇▇▇▇▇ Forest Management Co. Ltd.	Corporation	Ontario	28	197.9 Class A	24.17 Class A (12%)	100%*
				n/a	9 common	1 Common (11%)	100%*
Domtar Inc.	Ondaadiziwin Forest Management Inc.	Corporation	Ontario	n/a	4 voting memberships	1 voting membership (25%)	100%*
Domtar Inc.	▇▇▇▇▇▇ Forest Management Co. Ltd.	Corporation	Ontario	A46	10,000 Class A	2,157 Class A (21.57%)	100%*   100%*
				B32	12 Class B (voting)	1 Class B (8.33%)
Domtar Inc.	Northshore Forest Inc.	Corporation	Ontario	C8	100	42 (42%)	100%*
Domtar Inc.	Clergue Forest Management Inc.	Corporation	Ontario	CM15	100	42 (42%)	100%*
Domtar Inc.	Celluforce Inc.	Corporation	Canada	1, C-1, C-3	53,401,412 Common Shares	29,034,979 Common Shares	43.6% on a fully diluted basis (100% pledge*)
				SAP-3	24,660,000 Series A Pref shares	5,000,000 Series A Pref shares

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Grantor	Current Legal Owned Entities	Type of Organization	Jurisdiction of Organization/ Formation	Certificate No.	No. of Shares/Interest Issued	No. Shares/ Interest Owned	Percent of Owned Interest Pledged
Domtar Inc.	Domtar Asia Limited	Hong Kong Limited Company	Hong Kong	2	1	1	65%*
Domtar Inc.	Red Lake Independent Loggers Co Ltd	Corporation	Ontario	4	82	82	89.7% (33% of voting power) (100% pledge*)
				6	374	374
				8	376	376
				12	65	65
Domtar Inc.	Red Lake Forest Management Inc.	Corporation	Ontario	B-4,B-6,B-12,B-15   A-7	1,000 Class B   6 Class A	897 Class B (non voting) 3 Class A   3 Class A	50% of voting power (100% pledge*)
Red Lake Independent Loggers Co Ltd
Domtar Inc.	Domtar Hong Kong Limited	Hong Kong Limited Company	Hong Kong	1,2   3,4	240,664,181	81,642,231   159,021,950	35%*   65%
Domtar Paper Company, LLC
Domtar Corporation	Ariva Distribution, Inc.	Corporation	New York	682	1000	1000	100%
Domtar Corporation	Domtar Industries LLC	Limited liability company	Delaware	n/a	88,258	88.258	100%
Domtar Corporation	Domtar A.W. LLC	Limited liability company	Delaware	n/a	▇▇▇	▇▇▇	▇▇▇%
Domtar A.W. LLC	Domtar Wisconsin Dam Corp.	Corporation	Wisconsin	1	10 Class A	10 Class A	100%
				n/a	91,905 Class B	91,905 Class B
Domtar Corporation	Domtar Europe sprl	Belgian limited company	Belgium	n/a	18,550	18,449 to Domtar Corp and 1 share to Domtar Delaware Holdings Inc.	65%

 

Pledged Debt

None.

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TO ABL SECURITY AGREEMENT

None.

 

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TO ABL SECURITY AGREEMENT

Name of Grantor	Jurisdiction of Organization/ Formation
Pearl Excellence Holdco L.P.	Delaware
Pearl Merger Sub Inc.	Delaware
Domtar Corporation	Delaware
Domtar Paper Company, LLC	Delaware
Domtar A.W. LLC	Delaware
EAM Corporation	Delaware

 

 

 

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TO ABL SECURITY AGREEMENT

SUPPLEMENT NO. ___ dated as of __________, 20___ (this “Supplement”), to the ABL Security Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among Pearl Merger Sub Inc., a Delaware corporation (“Merger Sub” and the “Initial Borrower”; which, after consummation of the Merger will be survived by Domtar Corporation, a Delaware corporation (the “Company”; the Initial Borrower as succeeded by the Company, the “Borrower”)), Pearl Excellence Holdco L.P., a Delaware limited partnership (“Holdings”), the other Grantors from time to time party thereto, and BARCLAYS BANK PLC, as the Collateral Agent for the Secured Parties (together with its successors and permitted assigns, the “Collateral Agent”).

A. Reference is made to (i) ABL Credit Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”), by and among the Borrower, Holdings, the Lenders and other parties party thereto and BARCLAYS BANK PLC, as Administrative Agent, and BARCLAYS BANK PLC, as collateral agent Collateral Agent for the Lenders and the other agents and arrangers party thereto and (ii) the Guaranty.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings given or given by reference in the Security Agreement.

C. The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 7.13 of the Security Agreement provides that additional Restricted Subsidiaries of the Grantors may become Grantors under the Security Agreement by execution and delivery of an instrument substantially in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Grantor”) is executing this Supplement in accordance with the requirements of the ABL Credit Agreement to become a Grantor under the Security Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to make additional Letters of Credit.

Accordingly, the Collateral Agent and the New Grantor agree as follows:

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[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly executed this Supplement to the ABL Security Agreement as of the day and year first above written.

[NAME OF NEW GRANTOR]

 

By:
Name:
Title:

 

BARCLAYS BANK PLC, as Collateral Agent

 

 

By:
Name:
Title:

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TO ABL SECURITY AGREEMENT SUPPLEMENT

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TO ABL SECURITY AGREEMENT

[To be attached].

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TO ABL SECURITY AGREEMENT

This ABL TRADEMARK SECURITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Trademark Security Agreement”), dated as of __________, 20__, is made by ____________________, a [jurisdiction] [type of entity] (the “Grantor”), in favor of BARCLAYS BANK PLC, as the Collateral Agent for the Secured Parties (together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantor is party to that certain ABL Security Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among the Grantor, the other grantors party thereto and the Collateral Agent; and

WHEREAS, under the terms of the Security Agreement, the Grantor has granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Grantor, and has agreed to execute this Trademark Security Agreement for recording with the U.S. Patent and Trademark Office and/or the Canadian Intellectual Property Office.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

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[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has executed this ABL Trademark Security Agreement as of the date first above written.

[NAME OF GRANTOR]

By:
Name:
Title:

Accepted and Agreed:

BARCLAYS BANK PLC, as Collateral Agent

By:
Name:
Title:

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TO ABL SECURITY AGREEMENT

This ABL PATENT SECURITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Patent Security Agreement”), dated as of __________, 20__, is made by ____________________, a [jurisdiction] [type of entity] (the “Grantor”), in favor of BARCLAYS BANK PLC, as the Collateral Agent for the Secured Parties (together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantor is party to that certain ABL Security Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among the Grantor, the other grantors party thereto and the Collateral Agent; and

WHEREAS, under the terms of the Security Agreement, the Grantor has granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Grantor, and has agreed to execute this Patent Security Agreement for recording with the U.S. Patent and Trademark Office and/or the Canadian Intellectual Property Office.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

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[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has executed this ABL Patent Security Agreement as of the date first above written.

[NAME OF GRANTOR]

 

 

 

By:
Name:
Title:

Accepted and Agreed:

BARCLAYS BANK PLC, as Collateral Agent

 

By:
Name:
Title:

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TO ABL SECURITY AGREEMENT

This ABL COPYRIGHT SECURITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Copyright Security Agreement”), dated as of __________, 20__, is made by ____________________, a [jurisdiction] [type of entity] (the “Grantor”), in favor of BARCLAYS BANK PLC, as the Collateral Agent for the Secured Parties (together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantor is party to that certain ABL Security Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among the Grantor, the other grantors party thereto and the Collateral Agent; and

WHEREAS, under the terms of the Security Agreement, the Grantor has granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Grantor, and has agreed to execute this Copyright Security Agreement for recording with the U.S. Copyright Office and/or the Canadian Intellectual Property Office.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

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[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has executed this ABL Copyright Security Agreement as of the date first above written.

[NAME OF GRANTOR]

By:
Name:
Title:

Accepted and Agreed:

BARCLAYS BANK PLC, as Collateral Agent

By:
Name:
Title:

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FIRST AMENDMENT TO CANADIAN ABL SECURITY AGREEMENT

FIRST AMENDMENT dated as of February 26, 2025 (this “Agreement”) to the Canadian ABL Security Agreement dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Security Agreement”) by and among DOMTAR INC., a corporation organized under the federal laws of Canada (the “Co-Borrower”), the other Grantors from time to time party thereto, and BARCLAYS BANK PLC, as the Collateral Agent for the Secured Parties (together with its successors and permitted assigns, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS Pearl Merger Sub Inc., a Delaware corporation (“Merger Sub” and the “Initial Borrower”; which, after consummation of the Merger was survived by Domtar Corporation, a Delaware corporation (the “Company”; the Initial Borrower as succeeded by the Company, the “Borrower”)), Pearl Excellence Holdco L.P., a Delaware limited partnership (“Holdings”), the Co-Borrower and the other Co-Borrowers from time to time party thereto, BARCLAYS BANK PLC, as the Administrative Agent and the Collateral Agent, and the Lenders and Issuing Banks from time to time party thereto, are party to that certain ABL Revolving Credit Agreement, dated as of November 30, 2021 (as amended by Amendment No. 1, dated as of March 1, 2023, as further amended by Amendment No. 2, dated as of June 6, 2024, as further amended by Amendment No. 3, dated as of the date hereof (the “Amendment”), and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”);

AND WHEREAS the Borrower has notified the Collateral Agent that it is requesting, inter alia, certain amendments to the Security Agreement as further set forth herein in accordance with Section 11.01 of the ABL Credit Agreement, and each of the Revolving Lenders party to the Amendment (together constituting the Super Majority Lenders) and Issuing Banks party to the Amendment have authorized the Collateral Agent to enter into this Agreement;

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

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“(xiv) all Money, cash and cash equivalents that constitute Duty Refunds and all Duty Refund Accounts;”

---

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF the parties hereto have executed this agreement as of the date first written above.

	DOMTAR INC.
	By:
		Name:
		Title:

 

 

	RESOLUTE ENGINEERED WOOD ST-PRIME LIMITED PARTNERSHIP, by its general partner, RESOLUTE ENGINEERED ▇▇▇▇ ▇▇▇▇▇▇▇▇ INC.
	By:
		Name:
		Title:

 

	RESOLUTE ENGINEERED ▇▇▇▇ ▇▇▇▇▇▇▇▇ INC.
	By:
		Name:
		Title:

 

 

	SFK PULP ▇▇▇▇▇ INC.
	By:
		Name:
		Title:

 

---

 

	FIBREK INTERNATIONAL INC.
	By:
		Name:
		Title:

 

 

	FIBREK GENERAL PARTNERSHIP, by its managing partner, RESOLUTE FP CANADA INC.
	By:
		Name:
		Title:

 

	BOWATER CANADIAN LIMITED
	By:
		Name:
		Title:

 

 

	RESOLUTE FP CANADA INC.
	By:
		Name:
		Title:

 

---

 

	ABITIBIBOWATER CANADA INC.
	By:
		Name:
		Title:

 

 

	CATALYST PAPER, acting by its managing partner, DOMTAR INC.
	By:
		Name:
		Title:

 

 

	CATALYST PULP AND PAPER SALES INC.
	By:
		Name:
		Title:

 

 

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	CATALYST PULP SALES INC.
	By:
		Name:
		Title:

 

 

	BOWATER CANADIAN HOLDINGS INCORPORATED
	By:
		Name:
		Title:

 

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	BARCLAYS BANK PLC, as Collateral Agent
	By:
		Name:
		Title:

 

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EXHIBIT A-1

FORM OF COMMITTED LOAN NOTICE

[________] [__], 20[__]

BARCLAYS BANK PLC, as Administrative Agent
under the Credit Agreement referred to below

Barclays Bank PLC

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇

Whippany, NJ 07981

Attention: ▇▇▇▇ ▇▇▇▇▇

Phone: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

 

Re: Domtar Corporation

Reference is made to that certain ABL Revolving Credit Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement” or the “Credit Agreement”), by and among Domtar Corporation, a Delaware corporation (the “Borrower”), Pearl Excellence Holdco L.P., a Delaware limited partnership (“Holdings”), Domtar Inc., a corporation organized under the federal laws of Canada, as a Co-Borrower, the Lenders and other parties party thereto, Barclays Bank PLC, as Administrative Agent, Barclays Bank PLC, as Collateral Agent, and the other agents and arrangers party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to Article II of the Credit Agreement, the Borrower hereby requests that the Lenders make the following Revolving Loans available to the Borrower under the Credit Agreement on the terms set forth below:4

1. Borrower: _______________.

2. Class of Borrowing: _______________.5

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3. Type of Borrowing: [Base Rate Loans] [Term Benchmark Loans].6

4. On _____________________________ (which shall be a Business Day).

5. In the principal amount of [$][C$]______________________.7

6. [With an Interest Period of [__] months.]8

7. Borrower or Co-Borrower to whom Revolving Loans are to be funded: ____________________9

8. Currency: _______________.10

The undersigned hereby represents and warrants to the Administrative Agent and the Lenders that the conditions to lending specified in Section [2.16(f)]11 [4.01]12 [4.02]13 of the Credit Agreement will be satisfied as of the date of the Borrowing set forth above.

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[The remainder of this page is intentionally left blank.]

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DOMTAR CORPORATION, as Borrower

By:
Name:
Title:

 

 

 

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EXHIBIT A-3

FORM OF CONVERSION/CONTINUATION NOTICE

Date: ___________, _____

To:

BARCLAYS BANK PLC, as Administrative Agent
under the Credit Agreement referred to below

Barclays Bank PLC

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇

Whippany, NJ 07981

Attention: ▇▇▇▇ ▇▇▇▇▇

Phone: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

 

Re: Domtar Corporation

Ladies and Gentlemen:

Reference is made to that certain ABL Revolving Credit Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement” or the “Credit Agreement”), by and among Domtar Corporation, a Delaware corporation (the “Borrower”), Pearl Excellence Holdco L.P., a Delaware limited partnership (“Holdings”), Domtar Inc., a corporation organized under the federal laws of Canada, as a Co-Borrower, the Lenders and other parties party thereto, Barclays Bank PLC, as Administrative Agent, Barclays Bank PLC, as Collateral Agent, and the other agents and arrangers party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to Section 2.05 of the Credit Agreement, the Borrower is requesting a [conversion of Loans from one Type to the other] [continuation of Term Benchmark Loans] on the terms set forth below:14

1. Class of Borrowing: _______________.15

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2. [Option 1] [Base Rate Loans] [Term Benchmark Loans] to be converted to [Base Rate Loans] [Term Benchmark Loans].

[Option 2] Term Benchmark Loans to be continued.

3. Effective as of ______________________ (which shall be a Business Day).

4. In the principal amount of [$][C$] __________________.16

5. With an Interest Period of _____ months.17

6. Borrower or Co-Borrower requesting: ____________________18

6. Currency: _______________.19

[The remainder of this page is intentionally left blank.]

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DOMTAR CORPORATION, as Borrower

By:
Name:
Title:

 

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FORM OF FILO NOTE

$[ ].00 [ ], 20[ ]

[THIS NOTE MAY HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ATTENTION: CHIEF FINANCIAL OFFICER.]

FOR VALUE RECEIVED, the undersigned, promises to pay [ ] (hereinafter, together with its successors in title and assigns, the “Lender”), the principal sum of [ ] DOLLARS ($[ ].00), or, if less, the aggregate unpaid principal balance of the FILO Loans made by the Lender to or for the account of the Borrower pursuant to the Credit Agreement (as hereafter defined) and amounts advanced by the Lender in respect of any Letter of Credit, with interest, fees, expenses and costs at the rate and payable in the manner stated in the Credit Agreement. As used herein, the “Credit Agreement” means and refers to that certain ABL Revolving Credit Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement” or the “Credit Agreement”), by and among Domtar Corporation, a Delaware corporation (the “Borrower”), Pearl Excellence Holdco L.P., a Delaware limited partnership (“Holdings”), Domtar Inc., a corporation organized under the federal laws of Canada, as a Co-Borrower, the Lenders and other parties party thereto, Barclays Bank PLC, as Administrative Agent, Barclays Bank PLC, as Collateral Agent, and the other agents and arrangers party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

This is a “FILO Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. This FILO Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. The principal of, and interest on, this FILO Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. The Administrative Agent’s books and records concerning the FILO Loans and amounts owing in respect of Letters of Credit, the accrual of interest and fees thereon, and the repayment of such FILO Loans and advances in respect of Letters of Credit, shall be prima facie evidence of the indebtedness to the Lender hereunder, absent manifest error.

No delay or omission by the Administrative Agent or the Lender in exercising or enforcing any of the Administrative Agent’s or ▇▇▇▇▇▇’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver.

The Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. The Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Administrative Agent, the Collateral Agent and/or the Lender with respect to this FILO Note and/or any Collateral Document or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of the Borrower or any other Person obligated on account of this FILO Note.

This FILO Note shall be binding upon the Borrower and upon its successors, assigns, and representatives, and shall inure to the benefit of the Lender and its registered assigns. The transfer, sale or

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assignment of any rights under or interest in this FILO Note is subject to certain restrictions contained in the Credit Agreement, including Section 11.07 thereof. This FILO Note is a registered obligation and no assignment hereof shall be effective until recorded in the Register.

THE ASSIGNMENT OF THIS FILO NOTE AND ANY RIGHTS WITH RESPECT THERETO ARE SUBJECT TO THE PROVISIONS OF THE CREDIT AGREEMENT, INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER.

The Borrower agrees that any action or proceeding arising out of or relating to this FILO Note or for recognition or enforcement of any judgment, may be brought in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of any United States federal court sitting in the Borough of Manhattan, and any appellate court from any thereof, and by execution and delivery of this FILO Note, the Borrower and the Lender each consent, for itself and in respect of its property, to the exclusive jurisdiction of those courts. To the fullest extent permitted by applicable law, the Borrower irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this FILO Note in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of the United States federal court sitting in the Borough of Manhattan, and any appellate court from any thereof.

THIS FILO NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Lender, in the establishment and maintenance of their respective relationship with the Borrower contemplated by this FILO Note, are each relying thereon. THE BORROWER, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS FILO NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY).

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has caused this FILO Note to be duly executed and delivered by its duly authorized officer as of the date first above written.

[DOMTAR CORPORATION][DOMTAR, INC.], as Borrower

By:
Name:
Title:

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LOANS AND PAYMENTS

Date	Amount of Loan	Applicable Currency	Maturity Date	Payments of Principal/Interest	Principal Balance of Note	Name of Person Making this Notation

 

 

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EXHIBIT J

FORM OF PREPAYMENT NOTICE

Dated: ____________, 20[_]

BARCLAYS BANK PLC, as Administrative Agent
under the Credit Agreement referred to below

Barclays Bank PLC

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇

Whippany, NJ 07981

Attention: ▇▇▇▇ ▇▇▇▇▇

Phone: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

 

Re: Domtar Corporation

Ladies and Gentlemen:

This Prepayment Notice is delivered to you pursuant to Section 2.07(a)(i) of that certain ABL Revolving Credit Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement” or the “Credit Agreement”), by and among Domtar Corporation, a Delaware corporation (the “Borrower”), Pearl Excellence Holdco L.P., a Delaware limited partnership (“Holdings”), Domtar Inc., a corporation organized under the federal laws of Canada, as a Co-Borrower, the Lenders and other parties party thereto, Barclays Bank PLC, as Administrative Agent, Barclays Bank PLC, as Collateral Agent, and the other agents and arrangers party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

The undersigned Borrower hereby notifies you that, effective as of [___________, 20__]20, it will make an optional prepayment pursuant to Section 2.07(a) of the Credit Agreement of the Loans as specified below:

(A) Class(es) of Loans21	___________________________
(B) Type(s) of Loans22	___________________________

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(C) Prepayment Amount23	___________________________
(D) Date of Loan, conversion or continuation (which is a Business Day)	___________________________
(E) [Interest Period and the last day thereof]24	___________________________
(F) [Order of Borrowings to be repaid (and the order of maturity of principal payments)]25	___________________________

 

The above complies with the notice requirements set forth in the Credit Agreement.

[This Prepayment Notice is conditioned upon the refinancing of all or a portion of the Facility, and shall be revocable by the Borrower if such refinancing is not consummated or is otherwise delayed.]26

The Borrower respectfully requests that the Administrative Agent promptly notify each of the Lenders party to the Credit Agreement of this Prepayment Notice.

* * *

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IN WITNESS WHEREOF, the undersigned has executed this Prepayment Notice as of the date first above written.

[DOMTAR CORPORATION], as Borrower

By:
Name:
Title:

 

 

 

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