EXHIBIT 10.1

EXECUTION VERSION

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 5, 2020 (this “Amendment Agreement”), amending the Existing Credit Agreement (as defined below), is made by and among Rayonier A.M. Products Inc. (“Products”), as a borrower, and Rayonier Performance Fibers, LLC (“Performance Fibers”), as a borrower (each a “Borrower” and together the “Borrowers”), Rayonier Advanced Materials Inc. (“Holdings”), as a guarantor, and the subsidiaries of Holdings party hereto, as guarantors (the “Subsidiary Guarantors”, and together with Holdings, the “Guarantors”, and the Guarantors together with the Borrowers, the “Loan Parties”, and each a “Loan Party”), the Existing Lenders (as defined below) party hereto, the Existing Voting Participants (as defined below) party hereto, and Bank of America, N.A., as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Amended Credit Agreement (as defined below) and used herein shall have the meanings given to them in the Amended Credit Agreement.

WHEREAS, (i) the Borrowers, Holdings and the Subsidiary Guarantors, (ii) Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, National Association and CoBank, ACB (“CoBank”), as L/C Issuers (as defined in the Existing Credit Agreement), Bank of America, as Swing Line Lender (as defined in the Existing Credit Agreement), and the banks and other financial institutions party to the Existing Credit Agreement as Lenders (as defined in the Existing Credit Agreement) (this clause (ii), collectively, the “Existing Lenders”), and (iii) the Administrative Agent are all parties to that certain Amended and Restated Credit Agreement, dated as of November 17, 2017 (as amended pursuant to that certain First Amendment to Amended and Restated Credit Agreement, dated as of September 30, 2019, and as further amended from time to time prior to the date hereof, the “Existing Credit Agreement”);

WHEREAS, Products has requested certain amendments to the Existing Credit Agreement, and whereas in consideration for such Amendments, the Existing Lenders party hereto (the “Consenting Lenders”) and the Voting Participants (as defined in the Existing Credit Agreement) (the “Existing Voting Participants”) party hereto (the “Consenting Voting Participants”) have requested, and Products and the other Loan Parties have agreed, to make certain other changes to the Existing Credit Agreement and to undertake the other actions set forth herein; and

WHEREAS, in order to effect the foregoing, Holdings, the Borrowers and the other parties hereto (including Consenting Lenders and Consenting Voting Participants constituting the “Required Lenders”, the “Required Revolving Lenders” and each “L/C Issuer”, under, and in each case as defined in, the Existing Credit Agreement) desire to amend, as of the Second Amendment Effective Date (as defined below), the Existing Credit Agreement subject to the terms and conditions set forth herein;

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

Section 1. Amendments. Effective as of the Second Amendment Effective Date:

(a) The Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text), as set forth in Annex I hereto (the Existing Credit Agreement, as so amended by the Amendments (as defined below), the “Amended Credit Agreement”).

(b) Each of the applicable Exhibits to the Existing Credit Agreement is hereby replaced with the correspondingly numbered Exhibits attached to Annex II hereto, and the new Exhibit P (Form of Monthly Pricing Summary) and Exhibit Q (Form of Monthly Forecast Summary) are hereby added to the Amended Credit Agreement in the form attached to Annex III hereto.

The amendments and other modifications set forth in the immediately preceding clauses (a) and (b) are referred to collectively as the “Amendments”.

Section 2. Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent, the Lenders and the Voting Participants on the Second Amendment Effective Date that:

(a) Such Loan Party has the power and authority to execute and deliver this Amendment Agreement, and to perform its obligations hereunder and under the Amended Credit Agreement. The execution and delivery by such Loan Party of this Amendment Agreement, and the performance of its obligations hereunder and under the Amended Credit Agreement have been duly authorized by all necessary corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party, and this Amendment Agreement and the Amended Credit Agreement each constitute a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its respective terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

(b) As of the Second Amendment Effective Date, immediately after giving effect to this Amendment Agreement, no Event of Default or Default has occurred and is continuing.

(c) The representations and warranties of such Loan Party contained in Article IV of the Amended Credit Agreement are true and correct in all material respects on and as of the Second Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects.

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Section 3. Effectiveness of this Amendment Agreement and the Amendments. The effectiveness of this Amendment Agreement and the Amendments set forth herein are subject to the satisfaction of the following conditions precedent (the date on which all of such conditions shall first be satisfied (or waived in accordance with Section 11.01 of the Existing Credit Agreement), the “Second Amendment Effective Date”):

(a) The Administrative Agent’s (or its counsel’s) receipt of the following:

(i) a counterpart of this Amendment Agreement duly executed and delivered by (x) each of the Loan Parties, (y) the Administrative Agent, and (z) Consenting Lenders and Consenting Voting Participants constituting the Required Lenders (as defined in the Existing Credit Agreement), the Required Revolving Lenders (as defined in the Existing Credit Agreement) and each L/C Issuer (as defined in the Existing Credit Agreement); and

(ii) an officer’s certificate, signed by a Responsible Officer of Products certifying as to the matters set forth in Sections 2(a), 2(b) and 2(c) hereof.

(b) The Administrative Agent’s (or its counsel’s) receipt of the following:

(i) (A) a copy of the articles or certificate of incorporation, certificate of partnership, articles or certificate of organization or other similar formation document, instrument or agreement, as the case may be, of each Loan Party, including all amendments thereto, certified as of a recent date by the appropriate governmental officer in its jurisdiction of formation (or if there is no such governmental officer, its Secretary or Assistant Secretary or similar officer), and (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of the jurisdiction of its organization) of each Loan Party as of a recent date from such governmental officer (or such Secretary, Assistant Secretary or similar officer);

(ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Second Amendment Effective Date and certifying,

(A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational document) of such Loan Party as in effect on the Second Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) immediately below;

(B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (and/or resolutions or actions of any other comparable body) of such Loan Party, authorizing the execution, delivery and performance of this Amendment Agreement (if applicable), and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Second Amendment Effective Date;

(C) that the articles or certificate of incorporation, certificate of partnership, articles or certificate of organization or other similar formation document, instrument or agreement, as the case may be, of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i)(A) above; and

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(D) as to the incumbency and specimen signature of each officer executing this Amendment Agreement (if applicable); and

(iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above;

provided, that in lieu of delivering the organizational documents required by clauses (i)(A) and (ii)(A) and the incumbency and specimen signature delivered to the Administrative Agent pursuant to Section 3(b)(iii) and providing the certification required by clause (ii)(C) and (ii)(D), Holdings may deliver a certificate of a Responsible Officer certifying that there have been no amendments to those organizational documents previously delivered to the Administrative Agent pursuant to Section 3(b)(i)(A) and Section 3(b)(ii)(A) of the First Amendment or the incumbency and specimen signature delivered to the Administrative Agent pursuant to Section 3(b)(iii) of the First Amendment.

(c) The Administrative Agent shall have received an amendment fee from (or on behalf of) Products (the “Amendment Fee”) for the ratable account of each (without duplication) Consenting Lender and Consenting Voting Participant in an amount equal to 0.30% of the aggregate principal amount of the outstanding Term Loans (as defined in the Existing Credit Agreement) and Commitments (as defined in the Existing Credit Agreement), both used and unused (without duplication), held by each such Consenting Lender or Consenting Voting Participant, as applicable, (in each case measured immediately after giving effect to this Amendment Agreement), which Amendment Fee shall be payable in cash on (and subject to the occurrence of) the Second Amendment Effective Date in immediately available funds.

(d) Products shall have paid all reasonable and documented fees and reasonable and documented out-of-pocket costs and expenses to the Administrative Agent, for itself and on behalf of the Lenders, its New York counsel (Shearman & Sterling LLP) and its Canadian counsel (Norton Rose Fulbright Canada S.E.N.C.R.L., s.r.l. / LLP), the financial advisor retained by counsel to the Administrative Agent (Conway MacKenzie), and counsel to CoBank, in its capacity as a Lender, Farm Credit Lender and representative of the Voting Participants (Moore & Van Allen PLLC), on the Second Amendment Effective Date, in each case for which Products has received an invoice at least two Business Days prior to the date hereof (provided, that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between Products and the Administrative Agent or between Products and CoBank, as applicable, including with respect to such fees, costs or expenses incurred prior to the Second Amendment Effective Date).

(e) The Administrative Agent shall have received a favorable written legal opinion of Wachtell, Lipton, Rosen & Katz, New York counsel to the Loan Parties (A) dated the Second Amendment Effective Date and (B) addressed to each L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders.

(f) The Administrative Agent shall have received the monthly forecast summary for the Fiscal Month ending in April 30, 2020, prepared in accordance with the requirements of Section 6.04(c)(4) of the Amended Credit Agreement.

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For purposes of determining compliance with the conditions specified in this Section 3, each Consenting Lender and each Consenting Voting Participant shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Consenting Lender or a Consenting Voting Participant, unless the Administrative Agent shall have received notice from such Consenting Lender or a Consenting Voting Participant prior to the occurrence of the Second Amendment Effective Date specifying its objection thereto.

Section 4. Reaffirmation of Guaranty and Security. Each Guarantor consents to the execution and delivery by each Borrower of this Amendment Agreement and the consummation of the transactions described herein, and ratifies and confirms the terms of the Guaranty to which such Guarantor is a party. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other Loan Document, the Guaranty to which such Guarantor is a party (a) is and shall continue to be a primary obligation of such Guarantor, (b) is and shall continue to be an unconditional guaranty of payment, and (c) is and shall continue to be in full force and effect, in each case in accordance with its terms (as amended hereby). Each Loan Party hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents (as amended hereby) to which it is a party. Each Loan Party hereby reaffirms each grant of a Lien on its property made pursuant to the Loan Documents (including, without limitation, pursuant to the Security Documents) and confirms that such Liens continue to secure the Obligations, including under the Loan Documents, in each case subject to the terms thereof as amended hereby.

Section 5. [Reserved].

Section 6 Release. In consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, Holdings and each Subsidiary Guarantor, in each case on behalf of itself, its respective Subsidiaries and each of its and their respective successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent, the Consenting Lenders and the Consenting Voting Participants and each of their respective successors and assigns and their present and former shareholders, predecessors, directors, officers, attorneys, employees, agents and other representatives and their affiliates (collectively, the “Lender Releasees”) of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Holdings, any Borrower, any Subsidiary Guarantor, their respective Subsidiaries, or any of their respective successors, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Lender Releasees or any of them for, upon or by reason of any circumstance, action, cause or thing whatsoever which has arisen at any time on or prior to the date of this Amendment Agreement for or on account of, or in relation to or in any way in connection with any of the Existing Credit Agreement, the Amended Credit Agreement or any of the other Loan Documents or transactions thereunder or related thereto, except for claims that are determined by

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a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud, gross negligence or willful misconduct on the part of such Lender Releasee. Each of Holdings, each Borrower and each Subsidiary Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

Section 7. Effect of Amendment. (a) Except as expressly set forth herein or in the Amended Credit Agreement, this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, Voting Participants or the Administrative Agent under the Existing Credit Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which, subject to the terms of the Amended Credit Agreement, are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle Holdings and the Borrowers to a future consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

(b) On and after the Second Amendment Effective Date, each reference in the Loan Documents to the “Credit Agreement” shall be deemed a reference to the Amended Credit Agreement.

(c) This Amendment Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.

(d) Each of the Administrative Agent, each Consenting Lender, each Consenting Voting Participant and each Loan Party expressly acknowledge that it is not its intention that this Amendment Agreement or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants, grants of Liens or agreements contained in the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement), but rather constitute a modification thereof or supplement thereto pursuant to the terms contained herein and therein. The Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), in each case as amended, modified or supplemented hereby, shall be deemed to be continuing agreements among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens (as defined in the Existing Credit Agreement) created, pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) shall remain in full force and effect, each in accordance with its terms (as amended, modified or supplemented by this Amendment Agreement), unless such document, instrument, or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Amendment Agreement or such document, instrument, or agreement or as otherwise agreed by the required parties hereto or thereto.

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Section 8. Submission to Jurisdiction. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY VOTING PARTICIPANT, ANY L/C ISSUER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AMENDMENT AGREEMENT OR THE TRANSACTIONS RELATING HERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AMENDMENT AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER, VOTING PARTICIPANT OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AGREEMENT AGAINST PRODUCTS OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Section 9. Headings. Section headings in this Amendment Agreement are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Amendment Agreement.

Section 10. Execution in Counterparts. This Amendment Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment Agreement (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record (as defined below) and may be executed using Electronic Signatures (as defined below). Each of the parties hereto agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on the applicable party to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such party enforceable against such party in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Loan Parties, the Administrative Agent and each of the Lenders and other Secured Parties of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Loan Parties, Lenders and other Secured Parties may, at its option, create one or more copies of any

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Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Loan Parties, the Administrative Agent and each of the Lenders and other Secured Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any party hereto without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

Section 11. Waiver of Jury Trial. EACH PARTY HERETO 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 AMENDMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 12. Governing Law. THIS AMENDMENT AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.

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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Amended and Restated Credit Agreement as of the date first written above.

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Annex I

Amended Credit Agreement

Annex II

Certain Exhibits to Amended Credit Agreement

EXHIBIT C

BORROWING REQUEST

[On file with Administrative Agent]

EXHIBIT I

FORM OF COMPLIANCE CERTIFICATE

[On file with Administrative Agent]

EXHIBIT N

FORM OF MONTHLY REPORT

[On file with Administrative Agent]

Annex III

Exhibit P (Form of Monthly Pricing Summary)

and

Exhibit Q (Form of Monthly Forecast Summary)

to Amended Credit Agreement

EXHIBIT P

FORM OF MONTHLY PRICING SUMMARY

[On file with Administrative Agent]

EXHIBIT Q

FORECAST SUMMARY

[On file with Administrative Agent]

CONFORMED FOR SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT,

DATED AS OF JUNE 5, 2020

ANNEX I

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of the Restatement Date

among

RAYONIER A.M. PRODUCTS INC.,

as Products and as a Borrower,

RAYONIER PERFORMANCE FIBERS, LLC,

as Performance Fibers and as a Borrower,

THE DESIGNATED BORROWERS

FROM TIME TO TIME PARTY HERETO,

RAYONIER ADVANCED MATERIALS INC.,

as Holdings and as a Guarantor,

THE SUBSIDIARY LOAN PARTIES FROM TIME TO TIME PARTY HERETO,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

BANK OF AMERICA, N.A.,

as Administrative Agent

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

COBANK, ACB,

WELLS FARGO SECURITIES, LLC,

JPMORGAN CHASE BANK, N.A.,

and

SUNTRUST ROBINSON HUMPHREY, INC.,

as Joint Lead Arrangers and Bookrunners

COBANK, ACB,

WELLS FARGO SECURITIES, LLC,

JPMORGAN CHASE BANK, N.A.

and

SUNTRUST BANK,

as Co-Syndication Agents

PNC BANK, NATIONAL ASSOCIATION,

TD BANK, N.A.

and

DNB CAPITAL LLC,

as Co-Documentation Agents

TABLE OF CONTENTS

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This AMENDED AND RESTATED CREDIT AGREEMENT dated as of the Restatement Date (as defined below) (this “Agreement”), among RAYONIER ADVANCED MATERIALS INC., a Delaware corporation (“Holdings”), RAYONIER A.M. PRODUCTS INC., a Delaware corporation (“Products”), RAYONIER PERFORMANCE FIBERS, LLC, a Delaware limited liability company (“Performance Fibers”), the DESIGNATED BORROWERS party hereto from time to time, the SUBSIDIARY LOAN PARTIES party hereto from time to time, the LENDERS party hereto from time to time and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Lenders. From and after the Restatement Date (as defined below), certain subsidiaries of Holdings (from time to time party hereto as Guarantors) may be joined to this Agreement.

WHEREAS, Holdings, Products, certain subsidiaries of Holdings, certain lenders, and Bank of America, N.A., as administrative agent and collateral agent, are party to that certain Credit Agreement dated as of June 24, 2014, as amended by that certain First Amendment dated as of June 5, 2017 (as further amended from time to time and in effect prior to the Restatement Date, the “Original Credit Agreement”);

WHEREAS, Holdings, Products, certain of the Lenders and the Administrative Agent desire to amend and restate the Original Credit Agreement as provided herein;

WHEREAS, Products has requested that the Lenders extend credit in the form of (i) Term A-1 Loans (as defined below) on the Restatement Date, (ii) USD Revolving Facility Loans (as defined below) and USD Letters of Credit (as defined below) from time to time during the Availability Period (as defined below) and (iii) Multicurrency Revolving Facility Loans (as defined below) and Multicurrency Letters of Credit (as defined below) from time to time during the Availability Period, in each case for the purposes set forth herein; and

WHEREAS, Performance Fibers has requested that the Lenders extend credit in the form of Term A-2 Loans (as defined below) on the Restatement Date for the purposes set forth herein;

NOW, THEREFORE, the Lenders (as defined below) and each L/C Issuer (as defined below) are willing to extend such credit to the applicable Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

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

“Acceptable Discount” has the meaning assigned to such term in Section 2.11(f)(iii).

“Acceptance Date” has the meaning assigned to such term in Section 2.11(f)(ii).

“Accepting Lender” has the meaning assigned to such term in Section 2.11(e).

“Acquisition” has the meaning assigned to such term in the definition of “Transactions”.

“Additional Mortgage” has the meaning assigned to such term in Section 6.10(c).

“Adjusted Eurodollar Rate” means the quotient obtained (expressed as a decimal, carried out to five decimal places) by dividing (A) the applicable Eurodollar Base Rate by (B) 1.00 minus the Eurodollar Reserve Percentage.

“Adjustment” has the meaning assigned to such term in Section 3.03.

“Administrative Agent” has the meaning assigned to such term in the preamble to this Agreement.

“Administrative Agent Fees” has the meaning assigned to such term in Section 2.12(c).

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify Products and the Lenders.

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

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

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

“Agent Parties” has the meaning assigned to such term in Section 11.02(c).

“Agents” means the Administrative Agent, the Collateral Agent, the Co-Syndication Agents and the Co-Documentation Agents.

“Aggregate Letter of Credit Sublimit” means, at any time, an amount equal to the lesser of (a) $65,000,000 and (b) the sum of (i) the aggregate amount of the Multicurrency L/C Issuers’ Multicurrency Letter of Credit Commitments at such time and (ii) the aggregate amount of the USD L/C Issuers’ USD Letter of Credit Commitments at such time, in each case of this clause (b) as such amounts may be reduced pursuant to Section 2.08.

“Agreement” means, on any date, this Agreement as originally set forth in Annex I to the Restatement Agreement on the Signing Date and as thereafter amended, supplemented, amended and restated or otherwise modified from time to time and in effect on such date.

“Agreement Currency” has the meaning assigned to such term in Section 11.27.

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“Applicable Discount” has the meaning assigned to such term in Section 2.11(f)(iii).

“Applicable Margin” means:

(a) with respect to Term A-1 Loans, Revolving Facility Loans and Swing Line Loans, as of any date of determination, a percentage per annum equal to the rate set forth below opposite the then-applicable Total Net Leverage Ratio for the fiscal quarter immediately preceding the fiscal quarter in which the date of determination falls:

(b) with respect to Term A-2 Loans, as of any date of determination, a percentage per annum equal to the rate set forth below opposite the then-applicable Total Net Leverage Ratio for the fiscal quarter immediately preceding the fiscal quarter in which the date of determination falls:

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(c) With respect to (i) Other Revolving Loans, as of and following the effective date of any applicable Incremental Revolving Facility Commitments, a percentage per annum as agreed upon among the applicable Borrower and the applicable Incremental Revolving Facility Lenders at the time such Incremental Revolving Facility Commitments become effective, (ii) Other Term Loans, as of and following the effective date of any applicable Incremental Term Loan Commitments, a percentage per annum as agreed upon among the applicable Borrower and the applicable Incremental Term Lenders at the time such Incremental Term Loan Commitments become effective and (iii) Refinancing Facilities, as of and following the effective date of any applicable commitments in respect of such Refinancing Facilities, a percentage per annum as agreed upon among the applicable Borrower and the applicable Lenders providing such Refinancing Facilities at the time such commitments become effective.

For the avoidance of doubt, (a) Swing Line Loans shall bear interest as Base Rate Loans, and (b) changes in the Applicable Margin resulting from a change in the Total Net Leverage Ratio, as calculated in a Compliance Certificate delivered pursuant to Section 6.04(d), for any fiscal quarter shall become effective as to all applicable Loans and Letter of Credit Fees on the first day of the next fiscal quarter following delivery of such Compliance Certificate; provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section 6.04(d), then Pricing Level I (as set forth in the applicable table above) shall apply from the first day of the next fiscal quarter following the date on which such Compliance Certificate was due through the date on which such Compliance Certificate is delivered, after which the pricing level corresponding to the Total Net Leverage Ratio set forth in such Compliance Certificate shall apply; provided further that until the first day of the fiscal quarter following the delivery of the Compliance Certificate for the fiscal quarter ending December 31, 2019, with respect to Term A-1 Loans, Term A-2 Loans, Revolving Facility Loans and Swing Line Loans, Pricing Level I (as set forth in the applicable table above) shall apply. Notwithstanding the calculation of the Applicable Margin for any period as set forth above, if, as a result of any error in the calculation of the Total Net Leverage Ratio for any quarter or for any other reason, Products or the Lenders determine that (i) the Total Net Leverage Ratio as calculated for such quarter was inaccurate and (ii) a proper calculation of the Total Net Leverage Ratio for such quarter would have resulted in higher pricing for such period, the applicable Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the applicable Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Section 2.13(c) or 2.05(h) or under Article VIII.

“Applicable Time” means, with respect to any borrowings and payments in (i) Euro, 2:00 p.m. London, England time and (ii) Canadian Dollars, 2:00 p.m., Toronto, Ontario time.

“Appropriate Lender” means, at any time, (i) with respect to the Term A-1 Facility, a Lender that has a Commitment or a Loan with respect to the Term A-1 Facility at such time, (ii) with respect to the Term A-2 Facility, a Lender that has a Commitment or a Loan with respect to the Term A-2 Facility at such time, (iii) with respect to the USD Revolving Facility, a Lender that has a Commitment with respect to the USD Revolving Facility at such time, (iv) with respect

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to the Multicurrency Revolving Facility, a Lender that has a Commitment with respect to the Multicurrency Revolving Facility at such time, (v) with respect to any Incremental Term Facility, an Incremental Term Lender that has a Commitment or Loan with respect to such Incremental Term Facility at such time and (vi) with respect to any Incremental Revolving Facility, an Incremental Revolving Facility Lender that has a Commitment with respect to such Incremental Revolving Facility at such time.

“Approved Fund” means (i) with respect to any Term A-1 Lender, any Fund that is administered or managed by (x) a Term A-1 Lender, (y) an Affiliate of a Term A-1 Lender or (z) an entity or an Affiliate of an entity that administers or manages a Term A-1 Lender, (ii) with respect to any Term A-2 Lender, any Fund that is administered or managed by (x) a Term A-2 Lender, (y) an Affiliate of a Term A-2 Lender or (z) an entity or an Affiliate of an entity that administers or manages a Term A-2 Lender and (iii) with respect to any other Lender, any Fund that is administered or managed by (x) a Lender, (y) an Affiliate of a Lender or (z) an entity or an Affiliate of an entity that administers or manages a Lender, in each case as the context may require.

“Asset Sale” means any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any person of any asset or assets of Holdings or any Subsidiary (including to a Divided LLC pursuant to a Division).

“Asset Sale Reinvestment” has the meaning assigned to such term in the definition of “Net Proceeds”.

“Assignee” has the meaning assigned to such term in Section 11.06(b).

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the Administrative Agent and Products (if required by such assignment and acceptance), substantially in the form of Exhibit A-1 or such other form as shall be approved by the Administrative Agent and Products (such approval not to be unreasonably withheld or delayed).

“Assignor” has the meaning assigned to such term in Section 11.06(g).

“Auto-Extension Letter of Credit” shall have the meaning specified in Section 2.05(b)(iii).

“Auto-Reinstatement Letter of Credit” shall have the meaning specified in Section 2.05(b)(iv).

“Availability Period” means the period commencing on and including the Restatement Date to but excluding the earlier of the Revolving Facility Maturity Date and the date of termination of the Revolving Facility Commitments.

“Available Cash” means, as of any date, unrestricted available cash of the Loan Parties that as of such date is not otherwise required to be applied to any Obligations pursuant to this Agreement or any other Loan Document.

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

“Bail-In Legislation” means, (a) with respect to any EEA Member Country which has implemented, or which at any time implements,implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the relevant implementing law or, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule;, and (b) with respect to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-Down and Conversion Powers contained in that law or regulation.Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

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

“Bank of America Fee Letters” means, collectively, (i) that certain Fee Letter, dated as of June 28, 2017 by and among Holdings, Products and Merrill Lynch, Pierce, Fenner & Smith Incorporated and (ii) the third section (entitled “Administrative Agency Fee”) of that certain Fee Letter, dated as of April 28, 2014, by and among Holdings, Products, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (i) the Prime Rate for such day, (ii) the sum of 0.50% plus the Federal Funds Rate for such day and (iii) the Eurodollar Base Rate (determined by reference to clause (b) of the definition thereof) plus 1.00%. Only Loans denominated in Dollars may accrue interest at the Base Rate.

“Base Rate Borrowing” means a Borrowing comprised of Base Rate Loans.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

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

“Board of Directors” means, as to any person, the board of directors or other governing body of such person, or if such person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” means (i) with respect to each Revolving Facility, Products and any Designated Borrower designated for borrowing privileges thereunder in accordance with Section 2.19 (collectively, the “Revolving Facility Borrowers”), (ii) with respect to the Term A-1 Facility, Products, (ii) with respect to the Term A-2 Facility, Performance Fibers, (iii) with respect to any Incremental Revolving Facility, Products or any Designated Borrower specified in the applicable Incremental Assumption Agreement and (iv) with respect to any Refinancing Facility or any Incremental Term Facility, Products, Performance Fibers or any Designated Borrower specified in

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the applicable Refinancing Amendment or Incremental Assumption Agreement, as applicable; provided that the term “Borrower” shall be deemed to mean any Successor Products or Successor Performance Fibers, as applicable, succeeding to, and being substituted for, Products or Performance under the applicable Facility in accordance with Section 7.05(b)(i) or Section 7.05(b)(iii).

“Borrower Materials” has the meaning assigned to such term in Section 11.08.

“Borrowing” means a group of Loans of a single Type under a single Facility, made in the same currency and made on a single date and, in the case of Eurodollar Rate Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” means $2,500,000, except in the case of Swing Line Loans or a borrowing of Revolving Facility Loans to achieve Revolver Ratable Balance, in which case it means $1,000,000.

“Borrowing Multiple” means $500,000.

“Borrowing Request” means a request by any Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“Budget” has the meaning assigned to such term in Section 6.04(f).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located, and:

(i) if such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurodollar Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, means any such day that is also a London Banking Day;

(ii) if such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurodollar Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, means any such day that is also a TARGET Day;

(iii) if such day relates to any interest rate settings as to a Eurodollar Rate Loan denominated in a currency other than Dollars or Euro, means any such day that is also a day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

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(iv) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurodollar Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan (other than any interest rate settings), means any such day that is also a day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Canadian Dollar” and “CDN$” means the lawful currency of Canada.

“Canadian Dollar Letter of Credit Sublimit” means, at any time, an amount equal to the lesser of (a) Dollar Equivalent of CDN$43,000,000 and (b) the Multicurrency Letter of Credit Sublimit at such time. The Canadian Dollar Letter of Credit Sublimit is part of, and not in addition to, each of the Multicurrency Letter of Credit Sublimit, and the Multicurrency Revolving Facility.

“Canadian Financing” has the meaning assigned to such term in Section 7.09(b).

“Canadian Loan Party” means from and after the delivery on the First Amendment Effective Date of the joinder agreement required by Section 5(a) of the First Amendment, (A) each Wholly Owned Canadian Subsidiary of Holdings, whether existing on the First Amendment Effective Date or formed or acquired thereafter, other than any Immaterial Subsidiary or any Excluded Subsidiary, that becomes a party to this Agreement as a Guarantor (or a comparable Guaranty mutually agreed, each in their sole discretion, by Holdings and the Administrative Agent) and to the Canadian Security Agreement (or a comparable agreement mutually agreed, each in their sole discretion, by Holdings and the Administrative Agent) and (B) each other Canadian Subsidiary of Holdings that, in the sole discretion of Holdings, becomes a party to this Agreement (or a comparable Guaranty mutually agreed, each in their sole discretion, by Holdings and the Administrative Agent) as a Guarantor and to the Canadian Security Agreement (or a comparable agreement mutually agreed, each in their sole discretion, by Holdings and the Administrative Agent). Notwithstanding the foregoing, the Lenders, the Administrative Agent and Holdings hereby acknowledge and agree that as of the First Amendment Effective Date, the Canadian Loan Parties shall be comprised of (i) Spruce Falls Acquisition Corp., (ii) Rayonier A.M. Canada Enterprises Inc., (iii) Rayonier A.M. Canada G.P. and (iv) Rayonier A. M. Construction Company Inc.

“Canadian Security Agreement” means, collectively, a general security agreement, pledge agreement or deed of hypothec, in each case governed by the laws applicable to the applicable Canadian Loan Party, in a form and substance that is reasonably acceptable to the Administrative Agent and that is sufficient to grant to the Administrative Agent, for the benefit of the Secured Parties (subject to any necessary filings), a perfected security interest or hypothec (subject to Permitted Liens) in substantially all of the assets of such Canadian Loan Party (other than Real Property), and in each case as amended, amended and restated, supplemented or otherwise modified from time to time.

“Canadian Subsidiary” means any Subsidiary that is incorporated or organized under the laws of Canada or any Province or Territory thereof.

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“Capital Lease Obligation” of any person means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that obligations of Holdings or any Subsidiary, or of a special purpose or other entity not consolidated with Holdings and the Subsidiaries, either existing on the Initial Closing Date or created thereafter that (a) initially were not included on the consolidated balance sheet of Holdings as capital lease obligations and were subsequently recharacterized as capital lease obligations or, in the case of such a special purpose or other entity becoming consolidated with Holdings and the Subsidiaries were required to be characterized as capital lease obligations upon such consideration, in either case, due to a change in accounting treatment or otherwise, or (b) did not exist on the Initial Closing Date and were required to be characterized as capital lease obligations but would not have been required to be treated as capital lease obligations on the Initial Closing Date had they existed at that time, shall for all purposes not be treated as Capital Lease Obligations or Indebtedness.

“Cash Collateralize” means to deposit in a Controlled Account or to pledge and deposit with or deliver to the Collateral Agent, for the benefit of one or more of the L/C Issuers or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances (in each case, in Dollars) or, if the Administrative Agent and the applicable L/C Issuers shall agree in their sole discretion, other credit support, or to provide a customary back-to-back letter of credit in support of, in each case pursuant to customary documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers (denominated in Dollars, or if agreed by the applicable Borrower, the applicable Multicurrency L/C Issuer and the Administrative Agent (in each case, in its respective sole discretion), in a Foreign Currency that is the same as that of the supported obligation). “Cash Collateral” has a meaning correlative to the foregoing, and shall include the proceeds of such cash collateral and other credit support.

“Cash Management Agreement” means any agreement to provide an overdraft line or other cash management services, including treasury, depository, overdraft, credit or debit or purchasing card, electronic funds transfer, bilateral trade or commercial letters of credit arrangements and other trade-related products and services and cash management arrangements and services.

“Cash Management Bank” means (i) with respect to any Cash Management Agreement entered into under (and as defined in) the Original Credit Agreement prior to the Restatement Date, any person that, at the time it entered into such Cash Management Agreement (as defined in the Original Credit Agreement), was a Lender (as defined in the Original Credit Agreement) or an Affiliate (as defined in the Original Credit Agreement) of a Lender (as defined in the Original Credit Agreement) and (ii) with respect to any Cash Management Agreement entered into on or after the Restatement Date, any person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in each case in its capacity as a party to such Cash Management Agreement.

“Cash Management Obligations” of any person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such person, whether or not allowed or allowable as a claim under any proceeding under any Debtor Relief Law) of such person in respect of any Cash Management Agreement.

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“CFC” means is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“Change in Control” means the occurrence of any of the following, in each case, from and after the Restatement Date and excluding the Transactions and changes occurring as part of or in connection with the Transactions:

(A) the sale, lease or transfer (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all the assets of Holdings and its subsidiaries, taken as a whole, to any person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than to Holdings or any of its subsidiaries in a transaction not prohibited by Section 7.05;

(B) Holdings becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any person or group (within the meaning of Section 13(d) or Section 14(d) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities, in a single transaction or in a related series of transactions, by way of merger, consolidation, amalgamation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 35% of the total voting power of the voting interest in Holdings’ Equity Interests, in each case, other than an acquisition where the holders of the voting interest in Holdings’ Equity Interests as of immediately prior to such acquisition hold 35% or more of the voting interest in the Equity Interests of the ultimate parent of Holdings or successor thereto immediately after such acquisition (provided no holder of the voting interest in Holdings’ Equity Interests as of immediately prior to such acquisition owns, directly or indirectly, more than 35% of the voting interest in Holdings’ Equity Interests immediately after such acquisition);

(C) Holdings, together with its direct or indirect Wholly Owned Subsidiaries, ceases to own 100% of the voting interest in Products’ Equity Interests; or

(D) during any period of 12 consecutive months, a majority of the members of the Board of Directors of Holdings shall cease to be composed of Continuing Directors.

“Change in Law” means the occurrence, after the Restatement Date, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline or

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directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Co-Documentation Agents” means PNC Bank, National Association, TD Bank, N.A. and DNB Capital LLC, each in its capacity as a co-documentation agent hereunder.

“Co-Syndication Agents” means CoBank, ACB, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A. and SunTrust Bank, each in its capacity as a co-syndication agent hereunder.

“CoBank” means CoBank, ACB and its successors.

“CoBank Fee Letter” means that certain Fee Letter, dated as of June 28, 2017 by and among Holdings, Products and CoBank.

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

“Collateral” means all the “Collateral” as defined in any Security Document and shall also include the Mortgaged Properties and all other property that is subject to any Lien in favor of the Collateral Agent or any Subagent for the benefit of the Lenders pursuant to any Security Document.

“Collateral Agent” means the party acting as collateral agent for the Secured Parties under the Security Documents. On the Restatement Date, the Collateral Agent is the same person as the Administrative Agent. Unless the context otherwise requires, the term “Administrative Agent” as used herein shall include the Collateral Agent, notwithstanding various specific references to the Collateral Agent herein.

“Collateral and Guarantee Requirement” means the requirement that:

(i) the Collateral Agent shall have received (A) from Holdings, Products, Performance Fibers, any Designated Borrower and the Initial Subsidiary Guarantors, a counterpart of the Security Agreement duly executed and delivered on behalf of such person, and (B) subject to Section 6.18, from each Canadian Loan Party, a counterpart of the Canadian Security Agreement duly executed and delivered on behalf of such person;

(ii) (A) the Collateral Agent shall have received a pledge of all the issued and outstanding Equity Interests of each Initial Subsidiary and Designated Borrower (if any), in each case, directly owned by the Loan Parties, other than Excluded Securities or Excluded Property, and (B) the Collateral Agent shall have received all certificates (if any) representing such Equity Interests (other than certificates (if any) representing Equity Interests of any entity that is not a subsidiary of Holdings), together with stock powers or other instruments of transfer with respect thereto endorsed in blank;

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(iii) subject to Section 6.18, (A) all Indebtedness of Holdings and each Subsidiary (other than Excluded Securities or Excluded Property) that is owing to any Loan Party shall have been pledged pursuant to the Security Agreement (or other applicable Security Document as reasonably required by the Collateral Agent), and (B) the Collateral Agent shall have received all promissory notes or instruments evidencing such Indebtedness (in each case, if any) together with note powers or other instruments of transfer with respect thereto endorsed in blank;

(iv) in the case of any person that becomes a Loan Party after the First Amendment Effective Date, and subject to Section 6.18, the Collateral Agent shall have received (x) a joinder to this Agreement substantially in the form attached hereto as Exhibit H or such other form as shall be approved by the Administrative Agent and Products (such approval not to be unreasonably withheld or delayed) and (y) a supplement to the Security Agreement, substantially in the form specified therein (or, in the case of a Canadian Loan Party, the Canadian Security Agreement), in each case, duly executed and delivered on behalf of such Loan Party;

(v) after the First Amendment Effective Date, and subject to Section 6.10 and Section 6.18, (A) all issued and outstanding Equity Interests of (i) any person that becomes a Loan Party after the First Amendment Effective Date (and which are owned by a Loan Party) and (ii) any other person directly owned by a Loan Party after the First Amendment Effective Date, in each case, other than Excluded Securities or Excluded Property, shall have been pledged pursuant to the Security Agreement or the Canadian Security Agreement, as applicable, and (B) the Collateral Agent shall have received all certificates (if any) representing such Equity Interests (other than certificates (if any) representing Equity Interests of any entity that is not a subsidiary of Holdings), together with stock powers or other instruments of transfer with respect thereto endorsed in blank;

(vi) except as otherwise contemplated by any Security Document or in this definition, and subject to Section 6.18 hereof, all documents and instruments, including financing statements or similar filings under the Uniform Commercial Code or any other equivalent law, including the PPSA or the Civil Code of Quebec, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such Security Document;

(vii) within 90 days of the First Amendment Effective Date (or such longer period as the Administrative Agent shall determine in its reasonable discretion, without any requirement for Lender consent) (but subject to the last sentence of Section 6.10(c) as if fully set forth herein, mutatis mutandis)), the Collateral Agent shall have received (except in the case of any Mortgaged Property located outside of the United States):

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(A) counterparts of each Mortgage or Mortgage amendment, as applicable, to be entered into with respect to each Mortgaged Property set forth on Schedule 1.01(b), duly executed, acknowledged and delivered by the record owner of such Mortgaged Property and suitable for recording or filing in all filing or recording offices that the Collateral Agent may deem reasonably necessary in order to create a valid and enforceable Lien (subject only to Permitted Liens) on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid in full; provided, that the “secured amount” of the Mortgage with respect to the Fernandina Beach Facility shall not exceed $500,000,000;

(B) if such Mortgaged Property is an improved Real Property, (x)(1) no later than 15 days prior to the execution and delivery of such Mortgage or Mortgage amendment, as applicable (or such later date as the Administrative Agent shall determine in its reasonable discretion, without any requirement for Lender consent), the address and other identifying information with respect to such Mortgaged Property reasonably satisfactory to the Collateral Agent and (2) evidence as to whether any improvements on such Mortgaged Property are in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”), including any additional information requested pursuant to a standard flood hazard determination form ordered and received by the Collateral Agent and (y) if such Mortgaged Property is a Flood Hazard Property, no later than 5 days prior to the execution and delivery of such Mortgage or Mortgage amendment, as applicable (or such later date as the Administrative Agent shall determine in its reasonable discretion, without any requirement for Lender consent), (1) evidence as to whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program (which evidence the Administrative Agent may, at its sole discretion, procure itself, and if so procured Products shall not be required to provide the evidence otherwise required under this clause (1)), (2) written acknowledgment from the Loan Party that is the record owner of such Mortgaged Property of receipt of written notification from the Collateral Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (3) at the option of Products, either (I) copies of such owner’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Collateral Agent and naming the Administrative Agent as mortgagee and co-loss payee on behalf of the Secured Parties or (II) evidence of a flood insurance policy from a company and in an amount reasonably satisfactory to the Collateral Agent for the applicable portion of the premises and naming the Administrative Agent as mortgagee and co-loss payee on behalf of the Secured Parties (the Administrative Agent acknowledges that the “General Change Endorsement No. 001” delivered by Products on June 24, 2016 with respect to the Jesup Facility was compliant with the requirement of this clause (3)(II) as of the Restatement Date);

(C) such other documents including, but not limited to, any consents, agreements and confirmations of third parties (but without duplication of the documents described in clause (viii) below), as the Collateral Agent may reasonably request with respect to any such Mortgage or Mortgage amendment, as applicable, or Mortgaged Property; provided, however, that the provisions of this paragraph (vii) shall not apply with respect to any Real Property to the extent that the Collateral Agent shall reasonably determine that the costs of obtaining or perfecting a security interest in such Real Property or adhering to the provisions of this paragraph (vii) with respect to such Real Property are excessive in relation to the value of the security to be afforded thereby; and

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(D) notwithstanding the foregoing in this clause (vii), Bank of America and CoBank (without any requirement for Lender consent) may waive the provisions of this clause (vii) with respect to any acquired or newly improved owned Real Property which would otherwise be required to be subject to a Mortgage under Section 6.10(c);

(viii) within 90 days of the First Amendment Effective Date (or such longer period as the Administrative Agent shall determine in its reasonable discretion, without any requirement for Lender consent), the Collateral Agent shall have received (except in the case of any Mortgaged Property located outside of the United States):

(A) an American Land Title Association Lender’s Extended Coverage title insurance policy or policies or marked-up unconditional binder of such title insurance policy or policies, as applicable, paid for in full by Products, issued by a nationally recognized title insurance company in form and substance and in an amount reasonably acceptable to the Collateral Agent (together with any such policies required to be delivered pursuant to Section 6.10(c), each, a “Title Policy” and collectively, the “Title Policies”), insuring the Lien of each Mortgage in respect of the Mortgaged Property set forth on Schedule 1.01(b) as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements (including zoning endorsements where reasonably appropriate and available), affirmative insurance, coinsurance and reinsurance as the Collateral Agent may reasonably request, including with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form reasonably acceptable to the Collateral Agent; provided that (i) the face amount of the Title Policy with respect to the Jesup Facility shall not exceed $930,000,000 in the aggregate and (ii) the face amount of the Title Policy with respect to the Fernandina Beach Facility shall not exceed $500,000,000 in the aggregate; and

(B) a survey of each Mortgaged Property set forth on Schedule 1.01(b) (including all improvements, easements and other customary matters thereon reasonably required by the Collateral Agent (taking account of whether such survey is an aerial or on-ground survey)), for which all necessary fees (where applicable) have been paid in full by Holdings, which is either (1)(w) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property, in which event such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery; provided that delivery of a survey dated earlier than six months prior to the date of delivery thereof shall be sufficient if accompanied by an executed “no change” affidavit with respect thereto, certifying that no material changes have occurred with respect to the matters shown on such survey since the date thereof, or, if there have been any material changes, that such material changes would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (x) certified (in a manner reasonably acceptable to the Collateral Agent) to the Collateral Agent and the title insurance company insuring the Mortgage by a land surveyor duly registered and licensed in the states in which the Mortgaged Property is located, (y) complying in all respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (z) sufficient for such title insurance company to remove all standard survey exceptions from

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the Title Policy relating to such Mortgaged Property (with, if applicable, all standard survey exceptions being replaced with a specific survey exception in the Title Policy for any matters shown on said survey) (it being understood that the surveys of each of the Jesup Facility, Fernandina Beach Facility and each other Mortgaged Property set forth on Schedule 1.01(b) shall be ALTA boundary surveys with major improvements depicted generally using aerial photography data) or (2) otherwise reasonably acceptable to the Collateral Agent (it being acknowledged and agreed that the survey with respect to the Jesup Facility delivered on or within 120 days of the Initial Closing Date is reasonably acceptable to the Collateral Agent); provided, however, that the provisions of this paragraph (viii) shall not apply with respect to any Real Property if the Collateral Agent shall reasonably determine that the cost of obtaining or perfecting a security interest in such Real Property or adhering to the provisions of this paragraph (viii) with respect to such Real Property are excessive in relation to the value of the security to be afforded thereby;

(ix) upon or prior to the delivery of each of the Mortgages, the Collateral Agent shall have received evidence of the insurance required by the terms of each such Mortgage;

(x) upon delivery of each Mortgage, favorable opinions of local counsel for the Loan Parties (A) in states in which the Mortgaged Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings and (B) in states in which the Loan Party or Loan Parties party to such Mortgage are organized or formed, with respect to the valid existence, corporate power and authority of such Loan Party or Loan Parties in the granting of such Mortgage, in each case in form and substance reasonably satisfactory to the Collateral Agent;

(xi) after the First Amendment Effective Date, the Collateral Agent shall have received (A) such other Security Documents as and when required to be delivered pursuant to Section 6.10 or 6.18, and (B) upon reasonable request by the Collateral Agent, evidence of compliance with any other requirements of Section 6.10; and

(xii) subject to Section 6.18, in the case of any Mortgaged Property located in Canada, such local law equivalents (to the extent applicable) of the instruments, documents, information, insurance policies, surveys, legal opinions and other deliverables required by the foregoing clauses (vii) through (x) (in each case subject to the qualifications, limitations, exceptions, periods and extension rights therein) as are customarily required to be delivered in connection with Mortgages of Real Property located in Canada pursuant to syndicated credit facilities and reasonably agreed by Holdings and the Administrative Agent.

“Commitment Fee Rate” means, as of any date of determination, a percentage per annum equal to the rate set forth below opposite the then-applicable Total Net Leverage Ratio for the fiscal quarter immediately preceding the fiscal quarter in which the date of determination falls:

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For the avoidance of doubt, changes in the Commitment Fee Rate resulting from a change in the Total Net Leverage Ratio, as calculated in a Compliance Certificate delivered pursuant to Section 6.04(d), for any fiscal quarter shall become effective as to all applicable Revolving Facility Commitments on the first day of the next fiscal quarter following delivery of such Compliance Certificate; provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section 6.04(d), then Pricing Level I shall apply from the first day of the next fiscal quarter following the date on which such Compliance Certificate was due through the date on which such Compliance Certificate is delivered, after which the pricing level corresponding to the Total Net Leverage Ratio set forth in such Compliance Certificate shall apply; provided further, that until the first day of the fiscal quarter following the delivery of the Compliance Certificate for the fiscal quarter ending December 31, 2019, Pricing Level I (as set forth in the table above) shall apply.

“Commitment Fees” has the meaning assigned to such term in Section 2.12(a).

“Commitments” means (a) with respect to any Lender, such Lender’s Term A-1 Loan Commitment, Term A-2 Loan Commitment, Incremental Term Loan Commitment, USD Revolving Facility Commitment (including any Incremental USD Revolving Facility Commitment and the USD Letter of Credit Commitments) and Multicurrency Revolving Facility Commitment (including any Incremental Multicurrency Revolving Facility Commitment and the Multicurrency Letter of Credit Commitments) and (b) with respect to the Swing Line Lender, its Swing Line Commitment.

“Commodity Account” means a “commodity account” (as defined in the Uniform Commercial Code).

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

“Compliance Certificate” means the Compliance Certificate of a Financial Officer of Holdings delivered pursuant to Section 6.04(d) in substantially the form of Exhibit I or such other form as shall be approved by the Administrative Agent and Products (such approval not to be unreasonably withheld or delayed).

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

“Consolidated Debt” means, at any date of determination, an amount equal to the

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sum of (without duplication) (1) the aggregate principal amount of all outstanding Indebtedness of Holdings, Products and the Subsidiaries (excluding any undrawn letters of credit) consisting of Capital Lease Obligations and Indebtedness for borrowed money, plus (2) the aggregate amount of all outstanding Disqualified Stock of Holdings, Products and the Subsidiaries and all Preferred Stock of Subsidiaries, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences, in each case determined on a consolidated basis in accordance with GAAP.

“Consolidated Depreciation and Amortization Expense” means, with respect to any person for any period, the total amount of depreciation and amortization expense, including the amortization of intangible assets and deferred financing fees and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such person and its Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any person for any period, the aggregate of the Net Income of such person and its Subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses or charges, any severance expenses, relocation expenses, restructuring expenses, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, expenses or charges related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, charges or change in control payments related to the Transactions (including any costs relating to auditing prior periods, any transition-related expenses, and transaction expenses incurred before, on or after the Restatement Date), in each case, shall be excluded;, and, for the avoidance of doubt, with it being understood and agreed that any extraordinary, non-recurring or unusual gains (whether cash or non-cash and regardless of when realized) arising as a result of any reduction in duty or tariffs imposed by the United States federal government against imports of softwood lumber originating from Canada, and any net loss or gain resulting from hedging transactions relating thereto, shall be excluded;

(ii) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such person and such Subsidiaries and including, without limitation, the effects of adjustments to (A) Capital Lease Obligations or (B) any other deferrals of income) in amounts required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;

(iii) the cumulative effect of a change in accounting principles during such period shall be excluded;

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(iv) any net after tax income or loss from disposed, abandoned, transferred, closed or discontinued operations or fixed assets, and any net after tax gains or losses on disposed, abandoned, transferred, closed or discontinued operations or fixed assets shall be excluded;

(v) any net after tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the senior management of Holdings) shall be excluded;

(vi) any net after tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of (A) indebtedness or (B) obligations under Swap Contracts or other derivative instruments, shall be excluded;

(vii) (A) the Net Income for such period of any person that is not a subsidiary of such person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent person or a Subsidiary thereof in respect of such period, and (B) the Net Income for such period shall include any dividend, distribution or other payment in cash (or to the extent converted into cash) received by the referent person or a Subsidiary thereof from any person in excess of, but without duplication of, the amounts included in subclause (A);

(viii) solely for the purpose of determining the amount available to make Restricted Payments pursuant to Section 7.06(e), under clause (i) of the definition of “Cumulative Credit”, the Net Income for such period of any Subsidiary (other than Products, Performance Fibers, any Designated Borrower and any Subsidiary Loan Party) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that the Consolidated Net Income of such person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Subsidiary to such person, to the extent not already included therein;

(ix) an amount equal to the amount of Tax Distributions actually made to any parent or equity holder of such person in respect of such period in accordance with Section 7.06(b) shall be included as though such amounts had been paid as income taxes directly by such person for such period;

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(x) any impairment charges or asset write offs, in each case pursuant to GAAP, and the amortization of intangibles and other fair value adjustments arising pursuant to GAAP, shall be excluded;

(xi) any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded;

(xii) any (A) non-cash compensation charges, (B) costs or expenses after the Restatement Date related to employment of terminated employees, or (C) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Restatement Date of officers, directors and employees, in each case of such person or any of its Subsidiaries, shall be excluded;

(xiii) accruals and reserves that are established or adjusted within 12 months after the Restatement Date and that are so required to be established or adjusted in accordance with GAAP and as a result of the adoption or modification of accounting policies shall be excluded;

(xiv) non cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded;

(xv) any currency translation gains and losses related to currency remeasurements of (A) Indebtedness, and any net loss or gain resulting from hedging transactions for currency exchange risk, shalland (B) other long-term and/or non-current assets and liabilities (in each case as determined in accordance with GAAP), and any net loss or gain resulting from hedging transactions relating thereto (and in any case of this clause (B), including intercompany obligations and obligations with respect to pensions and other retirement benefits, and environment-related liabilities), shall in each case be excluded;

(xvi) to the extent covered by insurance and actually reimbursed, or, so long as such person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), (a) expenses with respect to liability or casualty events or business interruption shall be excluded and (b) amounts actually received from insurance in respect of lost revenues or earnings in respect of liability or casualty events or business interruption shall be included; and

(xvii) non-cash charges for deferred tax asset valuation allowances shall be excluded.

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Notwithstanding the foregoing, for the purpose of determining the amount available to make Restricted Payments pursuant to Section 7.06(e) only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clause (vi) of the definition of “Cumulative Credit” contained therein.

“Consolidated Total Assets” means, as of any date, the total consolidated assets of Holdings and its Subsidiaries, determined in accordance with GAAP, as set forth on the most recent consolidated balance sheet of Holdings calculated on a Pro Forma Basis after giving effect to any subsequent acquisition or disposition of a person or business.

“Contingent Obligations” means, with respect to any person, any obligation of such person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such person, whether or not contingent: (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Holdings who (1) was a member of such Board of Directors on the first day of the applicable 12 consecutive month period referenced in clause (D) of the definition of “Change in Control” or (2) was approved, appointed, nominated or elected to such Board of Directors by a majority of the Continuing Directors who were members of such Board of Directors at the time of such approval, appointment, nomination or election.

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

“Control Agreement” means a deposit account control agreement, commodity account control agreement or securities account control agreement, by and among the applicable Loan Parties, the Collateral Agent, and the depository bank, commodity intermediary or securities intermediary, as applicable, each in form and substance reasonably satisfactory to the Administrative Agent (and, to the extent applicable, to each applicable L/C Issuer), and in each event providing to the Collateral Agent “control” of such Deposit Account, Commodity Account or Securities Account within the meaning of Articles 8 or 9, as applicable, of the UCC.

“Controlled Account” means each Deposit Account, Commodity Account or Securities Account that is subject to a Control Agreement.

“Covenant Transaction” has the meaning assigned to such term in Section 1.05(c).

“Credit Event” has the meaning assigned to such term in Article V.

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“Cumulative Credit” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(i) an amount equal to 50% of the Consolidated Net Income of Holdings and its Subsidiaries for the period (taken as one accounting period) commencing on the first day of the fiscal quarter in which the Restatement Date occurs to the end of Holdings’ most recently ended fiscal quarter for which internal consolidated financial statements of Holdings have been delivered to the Administrative Agent (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit); plus

(ii) an amount equal to $150,000,000; plus

(iii) the cumulative amount of net proceeds (including cash and the fair market value (as determined in good faith by Holdings) of property other than cash) received by Holdings after the first day of the fiscal quarter in which the Restatement Date occurs from the issue or sale (other than an issuance or sale to Holdings or any Subsidiary) of Equity Interests of Holdings (other than any Disqualified Stock) or any direct or indirect parent entity of Holdings (including Equity Interests issued upon exercise of warrants or options); plus

(iv) 100% of the aggregate amount of contributions to the common capital of Holdings received in cash (and the fair market value (as determined in good faith by Holdings) of property other than cash) after the first day of the fiscal quarter in which the Restatement Date occurs; plus

(v) 100% of the aggregate principal amount of any Indebtedness (including the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock) of Holdings or any Subsidiary thereof issued after the first day of the fiscal quarter in which the Restatement Date occurs (other than Indebtedness or Disqualified Stock issued to a Subsidiary), which has been converted into or exchanged for Equity Interests (other than Disqualified Stock) in Holdings or any direct or indirect parent of Holdings (provided, in the case of any such parent, such Indebtedness of Disqualified Stock is retired or extinguished); plus

(vi) to the extent not already included in Consolidated Net Income, 100% of the aggregate amount received by Holdings or any Subsidiary in cash (and the fair market value (as determined in good faith by Holdings) of property other than cash received by Holdings or any Subsidiary) after the first day of the fiscal quarter in which the Restatement Date occurs from:

(A) the sale or other disposition (other than to Holdings or a Subsidiary) of Investments in Unrestricted Subsidiaries made by Holdings and the Subsidiaries and from repurchases and redemptions of such Investments in Unrestricted Subsidiaries from Holdings and the Subsidiaries by any person (other than Holdings or any Subsidiary) and from repayments of loans or advances, and releases of guarantees, which constituted Investments in Unrestricted Subsidiaries (other than in each case to the extent that such Investment was made pursuant to Section 7.04(cc)),

(B) the sale (other than to Holdings or any Subsidiary) of the common Equity Interests of an Unrestricted Subsidiary; or

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(C) any dividend or other distribution by an Unrestricted Subsidiary, plus

(vii) in the event any Unrestricted Subsidiary has been redesignated as a Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into Holdings or any Subsidiary, the fair market value (as determined in good faith by Holdings) of the Investments of Holdings or any Subsidiary in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) (other than in each case to the extent that the designation of such subsidiary as an Unrestricted Subsidiary was made pursuant to Section 7.04(cc)); plus

(viii) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by Holdings or any Subsidiary in respect of any Investments made pursuant to Section 7.04(j); minus

(ix) any amounts thereof used to make Investments pursuant to Section 7.04(j)(ii) and Section 7.04(dd) (solely to the extent provided therein) after the Initial Closing Date prior to such time; minus

(x) the cumulative amount of Restricted Payments made pursuant to Section 7.06(e) and Section 7.06(m) (solely to the extent provided therein) prior to such time; minus

(xi) the cumulative amount of payments of distributions in respect of Junior Financings pursuant to Section 7.09(b)(v) and Section 7.09(b)(vi) (solely to the extent provided therein).

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

“Declining Lender” has the meaning assigned to such term in Section 2.11(e).

“Deed of Hypothec” has the meaning assigned to such term in Section 9.13.

“deemed year” has the meaning assigned to such term in Section 2.13(f).

“Default” means any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

“Default Rate” has the meaning assigned to such term in Section 2.13(c).

“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (i) has failed (A) to fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender has notified the Administrative Agent and Products in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together

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with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (B) to pay to the Administrative Agent, an L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participants in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (ii) has notified Products, the Administrative Agent, an L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (iii) has failed, within three Business Days after written request by the Administrative Agent or Products, to confirm in writing to the Administrative Agent and Products that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (iii) upon receipt of such written confirmation by the Administrative Agent and Products), or (iv) has, or has a direct or indirect parent company that has (A) become insolvent, or become generally unable to pay its debts as they become due, or admitted in writing its inability to pay its debts as they become due, or made a general assignment for the benefit of its creditors, (B) become the subject of a proceeding under any Debtor Relief Law, (C) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (D) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (iv) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to Products and, to the extent permitted by law, each L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

“Deposit Account” means a “deposit account” (as defined in the Uniform Commercial Code) and also means and includes all demand, time, savings, passbook or similar accounts maintained by a Loan Party with a bank or other financial institution, whether or not evidenced by an instrument, all cash and other funds held therein and all passbooks related thereto and all certificates and instruments, if any, from time to time representing, evidencing or deposited into such deposit accounts.

“Designated Borrower” means any Wholly Owned Domestic Subsidiary of Products (other than Performance Fibers) designated for borrowing privileges under this Agreement in accordance with Section 2.19.

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“Designated Borrower Joinder Agreement” means, with respect to any Designated Borrower, an agreement substantially in the form of Exhibit M hereto signed (or such other form as shall be approved by the Administrative Agent and Products (such approval not to be unreasonably withheld or delayed)) by such Designated Borrower and Products, which shall specify, with respect to each Designated Borrower, if it is to become a Designated Borrower with respect the USD Revolving Facility, the Multicurrency Revolving Facility or both.

“Designated Non-Cash Consideration” means the fair market value (as determined in good faith by Holdings) of non-cash consideration received by Holdings or one of its Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation, less the amount of cash or cash equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“Designated Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Discount Range” has the meaning assigned to such term in Section 2.11(f)(ii).

“Discounted Prepayment Option Notice” has the meaning assigned to such term in Section 2.11(f)(ii).

“Discounted Voluntary Prepayment” has the meaning assigned to such term in Section 2.11(f)(i).

“Discounted Voluntary Prepayment Notice” has the meaning assigned to such term in Section 2.11(f)(v).

“Disqualified Stock” means, with respect to any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (ii) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (iii) provides for the scheduled, mandatory payment of cash dividends, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one (91) days after the earlier of (x) the Term A-2 Facility Maturity Date and (y) the date on which the Loans and all other Obligations that are accrued and payable are repaid in full and the Commitments are terminated; provided, however, that only the portion of the Equity Interests

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that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by such person in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, however, that any class of Equity Interests of such person that by its terms authorizes such person to satisfy its obligations by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Divided LLC” means any Delaware limited liability company which has been formed as a consequence of a Division (excluding any dividing Delaware limited liability company that survives a Division).

“Division” means the statutory division of any Delaware limited liability company into two or more Delaware limited liability companies pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or any Multicurrency L/C Issuer, as applicable, at such time on the basis of the Exchange Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency.

“Dollars” or “$” means the lawful currency of the United States of America.

“Domestic Loan Party” means any Loan Party that is not a Foreign Subsidiary.

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary or a subsidiary listed on Schedule 1.01(a).

“EBITDA” means, with respect to Holdings and its Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of Holdings and its Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (viii) of this clause (a) reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDA is being determined):

(i) provision for taxes based on income, profits or capital of Holdings and its Subsidiaries for such period, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions, taken into account in calculating Consolidated Net Income;

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(ii) the sum, without duplication, of (A) Interest Expense of Holdings and its Subsidiaries for such period, (B) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of Holdings and its Subsidiaries for such period, and (C) costs of surety bonds in connection with financing activities of Holdings and its Subsidiaries for such period;

(iii) the Consolidated Depreciation and Amortization Expense of Holdings and its Subsidiaries for such period;

(iv) the non-cash expenses (other than Consolidated Depreciation and Amortization Expense) of Holdings and its Subsidiaries reducing Consolidated Net Income of Holdings and its Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP, provided that if any such non-cash expenses represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period;

(v) any expenses, fees or charges (other than Consolidated Depreciation and Amortization Expense) related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred pursuant to this Agreement (including a refinancing thereof) (whether or not successful), including, without duplication (x) such fees, expenses or charges related to the Transactions, the Senior Notes or any Indebtedness permitted to be incurred pursuant to this Agreement (including a refinancing thereof), (y) any amendment or other modification of the Senior Notes, any Indebtedness permitted to be incurred pursuant to this Agreement (including a refinancing thereof) or other Indebtedness, incurred by Holdings or its Subsidiaries during such period, and (z) any fees, charges or expenses related to the First Amendment and the transactions pursuant thereto, and the Second Amendment and the transactions pursuant thereto (including, in each case and without limitation, all professional fees, costs and disbursements incurred and/or reimbursed by Holdings, all stamp taxes, recordation fees, survey and insurance costs and title insurance charges incurred in connection with any new Mortgages or the amendment of any existing Mortgages, any costs associated with appraisals of Mortgaged Properties, and any consent fees paid);

(vi) any business optimization expenses and other restructuring charges, reserves or expenses (which, for the avoidance of doubt, shall include, without limitation, the effect of facility closures, facility consolidations, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), incurred by Holdings or its Subsidiaries during such period;

(vii) any costs or expense incurred by Holdings or its Subsidiaries during such period pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Products, Performance Fibers, any Designated Borrower or any Subsidiary Loan Party or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit; and

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(viii) with respect to any joint venture that is not a Subsidiary and solely to the extent relating to any net income referred to in clause (vii) of the definition of “Consolidated Net Income,” an amount equal to the proportion of those items described in clauses (i) and (ii) above relating to such joint venture corresponding to Holdings’, Products’ and the Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income during such period (determined as if such joint venture were a Subsidiary);

minus (b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net Income (and were not excluded therefrom) of Holdings and the Subsidiaries for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of Holdings and the Subsidiaries for such period (but excluding the recognition of deferred revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items for which cash was received in a prior period).

For purposes of determining EBITDA under this Agreement for any quarter ending prior to the first full quarter ending after the Restatement Date, EBITDA for such fiscal quarter shall be calculated on a Pro Forma Basis giving effect to the Transactions.

For purposes of determining EBITDA under this Agreement, including, where applicable, on a Pro Forma Basis, regardless of when the Matane Disposition is consummated, for all purposes under this Agreement, EBITDA shall include in respect of the Matane Assets, and without duplication, the following amounts for the following periods to the extent such periods are included in the applicable Test Period: (i) $12,964,557 for the fiscal quarter ended December 31, 2018; (ii) $9,853,584 for the fiscal quarter ended March 30, 2019; (iii) $7,836,290 for the fiscal quarter ended June 29, 2019; (iv) $2,974,060 for the fiscal quarter ending September 28, 2019; and (v) $0.0 for the fiscal quarter ending December 31, 2019.

Notwithstanding anything to the contrary herein or any classification under GAAP of any person, business, assets or operations in respect of which a definitive agreement for the disposition thereof has been entered into as discontinued operations, no pro forma effect shall be given to any discontinued operations (and Consolidated Net Income and EBITDA attributable to any such person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated (provided that until such disposition shall have been consummated, notwithstanding anything to the contrary herein, the anticipated proceeds of such disposition (and use thereof, including any repayment of indebtedness therewith) shall not be included in any calculation hereunder).

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

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

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

“environment” means ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law.

“Environmental Laws” means all applicable Laws (including common law), rules, regulations, codes, ordinances, orders, decrees or judgments, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the generation, management, Release or threatened Release of, or exposure to, any Hazardous Material or to occupational health and safety matters (to the extent relating to the environment or Hazardous Materials).

“Equity Interests” of any person means any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any Preferred Stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, and any final regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with Holdings, Products, Performance Fibers, or a Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or (o) of the Code.

“ERISA Event” means (i) any Reportable Event occurs or the requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan; (ii) the failure of any Plan to meet the minimum funding standards of Sections 412 and 430 of the Code and Sections 302 and 303 of ERISA; (iii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (iv) the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make by its due date any required contribution to a Multiemployer Plan; (v) the incurrence by Holdings, Products, Performance Fibers, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (vi) the institution of proceedings by the PBGC under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (vii) the incurrence by Holdings, Products,

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Performance Fibers, a Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (viii) the receipt by Holdings, Products, Performance Fibers, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings, Products, Performance Fibers, a Subsidiary or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; or (ix) the conditions for the imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan.

“Escrowed Proceeds” means any funds constituting the aggregate cash proceeds from an issuance of Incremental Term Loans or Incremental Notes incurred in connection with a Permitted Business Acquisition or permitted Material Investment, to the extent that such funds have been deposited into an escrow account pursuant to customary escrow arrangements pending consummation of such Permitted Business Acquisition or permitted Material Investment.

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

“Euro” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states, being in part legislative measures to implement the European and Monetary Union as contemplated in the Treaty on European Union.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar Base Rate” means:

(a) with respect to any Borrowing:

(i) denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for LIBOR Quoted Currency for a period equal in length to the applicable Interest Period) (“LIBOR”), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London, England time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(ii) denominated in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate, or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:00 a.m., Toronto, Ontario time, on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent) (or if such day is not a Business Day, then on the immediately preceding Business Day with a term equivalent to such Interest Period); and

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(b) for any interest rate calculation with respect to a Base Rate Loan, the rate per annum equal to LIBOR, at approximately 11:00 a.m., London, England time, determined two London Banking Days prior to such date, for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day;

provided, that if the Eurodollar Base Rate shall be less than zeroone percent (1.00%), such rate shall be deemed to be zeroone percent (1.00%) for the purposes of this Agreement.

“Eurodollar Rate Borrowing” means a Borrowing comprised of Eurodollar Rate Loans.

“Eurodollar Rate Loan” means at any date a Loan which bears interest at a rate based on the Adjusted Eurodollar Rate.

“Eurodollar Reserve Percentage” means for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any other entity succeeding to the functions currently performed thereby) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency Liabilities. The Adjusted Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

“Event of Default” has the meaning assigned to such term in Section 8.01.

“Excess Cash” means, as of any date and time of determination, the aggregate amount of all Held Cash of Holdings and its Subsidiaries that is in excess of the Dollar Equivalent of $60,000,000.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Rate” for a currency means the exchange rate, as determined by the Administrative Agent, that is applicable to the conversion of one currency into another currency, which shall be (a) the exchange rate quoted by Bloomberg (or such other commercially available source providing such quotations as may be designated by the Administrative Agent in consultation with the Borrower from time to time) as of the end of the preceding Business Day in the financial market for the first currency, or (b) if such reports are unavailable for any reason, the rate determined by the Administrative Agent or the applicable Multicurrency L/C Issuer, as applicable, quoted by the person acting in such capacityin its reasonable discretion as the spot rate for the purchase by such personit of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m., Local Time, on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the applicable Multicurrency L/C Issuer, as applicable, may obtain such

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spot rate from another financial institution designated by the Administrative Agent or the applicable Multicurrency L/C Issuer, as applicable, if the person acting in such capacity, if it does not have as of the date of determination a spot buying rate for any such currency; and provided, further that the applicable Multicurrency L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in ana Foreign Currency.

“Excluded Accounts” means, collectively, (a) Deposit Accounts that are established solely for the purpose of, and are used exclusively for, funding payroll, payroll taxes, any other taxes required to be collected, remitted or withheld (including federal and state withholding taxes (including the employer’s share thereof)) and other compensation and benefits to employees, (b) Deposit Accounts, Commodity Accounts and Securities Accounts (i) that are held or maintained at a financial institution located outside of the United States and/or (ii) that are owned by a Foreign Subsidiary (other than any Deposit Account, Commodity Account or Securities Account held or maintained at a financial institution located in the United States and owned by a Canadian Loan Party, which shall not be an Excluded Account pursuant to this clause (b)), (c) so long as no Event of Default has occurred and is continuing, other Deposit Accounts, Commodity Accounts and Securities Accounts with amounts on deposit that do not have an individual daily balance on deposit in excess of $1,000,000, or in the aggregate with each other account described in this clause (c), in excess of $2,000,000, (d) Deposit Accounts, Commodity Accounts and Securities Accounts the balance of which is swept at the end of each Business Day into a Deposit Account, Commodity Account or Securities Account subject to a Control Agreement so long as such daily sweep is not terminated or modified (other than to provide that the balance in such Deposit Account, Securities Account or Commodity Account is swept into another Deposit Account, Securities Account or Commodity Account subject to a Control Agreement), and (e) Deposit Accounts, Commodity Accounts and Securities Accounts the balances of which are comprised solely of cash, cash equivalents or other assets that Holdings or any Subsidiary thereof holds in trust or as an escrow fiduciary for another Person which is not a Loan Party.

“Excluded Canadian Subsidiaries” means each Canadian Subsidiary that is not permitted to become a Guarantor hereunder pursuant to the terms of any Canadian Financing to which it is a party, or is otherwise restricted or prohibited as a subsidiary or guarantor of a party to any Canadian Financing; provided, that if any such Canadian Subsidiary is released from all such restrictions due to the repayment, termination or amendment of all applicable Canadian Financings after the First Amendment Effective Date, then such Subsidiary shall cease to be an “Excluded Canadian Subsidiary” for all purposes of this Agreement and the other Loan Documents. The Lenders, the Administrative Agent and Holdings hereby acknowledge and agree that as of the First Amendment Effective Date, Excluded Canadian Subsidiaries shall be comprised of each Canadian Subsidiary other than (i) Spruce Falls Acquisition Corp., (ii) Rayonier A.M. Canada Enterprises Inc., (iii) Rayonier A.M. Canada G.P. and (iv) Rayonier A. M. Construction Company Inc.

“Excluded Indebtedness” means all Indebtedness permitted to be incurred under Section 7.01, other than Refinancing Debt permitted to be incurred under Section 7.01(w).

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“Excluded Property” means any of the following:

(a) (i) any Real Property consisting of leasehold interests, (ii) any fee owned Real Property (other than any Real Property (other than as described in clause (a)(iii) below) owned in fee by a Loan Party that has an individual fair market value (as determined in good faith by Holdings, in consultation with the Administrative Agent) in an amount greater than $5,000,000), (iii) any Real Property to the extent clause (vii)(D) of the definition of “Collateral and Guarantee Requirement” applies to such Real Property, and (iv) any Real Property that is not (1) owned in fee by a Domestic Loan Party and/or (2) located within the United States of America (but excluding from clause (iv) of this definition of “Excluded Property” any Real Property owned by a Canadian Loan Party that is listed on, and subject to, Schedule 1.01(b));

(b) (i) any vehicle and any other asset subject to a certificate of title, (ii) letter of credit rights (other than to the extent such rights can be perfected by filing a Uniform Commercial Code financing statement) and (iii) commercial tort claims;

(d) any assets to the extent that, and for so long as, taking such actions would (i) violate (x) applicable Law or (y) an enforceable contractual obligation that is binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (other than, in the case of this subclause (i)(y), customary nonassignment provisions which are ineffective under Article 9 of the Uniform Commercial Code or other applicable Requirements of Law) or (ii) require governmental (including regulatory) consent, approval, license or authorization (unless such consent, approval, license or authorization has been received); provided, that, upon the reasonable request of the Collateral Agent, Holdings shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in this clause (d);

(e) assets to the extent a Lien or security interest therein could reasonably be expected to result in a material adverse tax consequence to Holdings, Products or any Subsidiary, as determined in good faith by Holdings, in consultation with the Administrative Agent;

(f) any lease, license, permit or other agreement to the extent that a grant of a Lien or a security interest therein would violate or invalidate such lease, license, permit or other agreement or create a right of termination in favor of any party thereto (other than any Loan Party);

(g) any governmental licenses, permits or state or local franchises, charters and authorizations, to the extent Liens and security interests therein are prohibited or restricted thereby;

(h) those assets as to which both the Collateral Agent and Holdings shall reasonably determine (such determination not to be unreasonably delayed) that the costs or other consequences of obtaining or perfecting such a security interest are likely to be excessive in relation to the value of the security to be afforded thereby; and

(i) Excluded Securities;

provided, that Holdings may in its sole discretion elect to exclude any property from the definition of Excluded Property.

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“Excluded Securities” means any of the following:

(a) any Equity Interests or Indebtedness with respect to which both the Collateral Agent and Holdings shall reasonably determine (such determination not to be unreasonably delayed) that the cost or other consequences of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the Security Documents are likely to be excessive in relation to the value to be afforded thereby;(b) any Equity Interests or Indebtedness to the extent, and for so long as, the pledge thereof would be prohibited by any Requirement of Law;

(c) any Equity Interests of any person that is not a Wholly Owned Subsidiary of Holdings (other than equity interests in any Borrower) to the extent (A) that a pledge thereof to secure the Obligations is prohibited by (i) any applicable organizational documents, joint venture agreement or shareholder agreement or (ii) any other contractual obligation with an unaffiliated third party not in violation of Section 7.09(c) of this Agreement (other than, in the case of this subclause (A)(ii), customary nonassignment provisions which are ineffective under Article 9 of the Uniform Commercial Code or other applicable Requirements of Law), (B) any organizational documents, joint venture agreement or shareholder agreement (or other contractual obligation referred to in subclause (A)(ii) above) prohibits such a pledge without the consent of any other party; provided, that this clause (B) shall not apply if (1) such other party is a Loan Party or a Wholly Owned Subsidiary of Holdings or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate Holdings, Products or any Subsidiary to obtain any such consent) and for so long as such organizational documents, joint venture agreement or shareholder agreement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Loan Party or a Wholly Owned Subsidiary of Holdings) to any organizational documents, joint venture agreement or shareholder agreement governing such Equity Interests (or other contractual obligation referred to in subclause (A)(ii) above) the right to terminate its obligations thereunder (other than, in the case of other contractual obligations referred to in subclause (A)(ii), customary non-assignment provisions which are ineffective under Article 9 of the Uniform Commercial Code or other applicable Requirement of Law) and, with respect to any such contractual obligations under this clause (c), only to the extent such obligation existed at the time of the acquisition of such Equity Interests or subsidiary and was not created or made binding on or with respect to such Equity Interests or such subsidiary in contemplation of or in connection with the acquisition of such Equity Interests or subsidiary;

(d) any Equity Interests of any Immaterial Subsidiary, any Unrestricted Subsidiary (other than the Equity Interests of any Unrestricted Subsidiary that are owned directly by Holdings) or any Special Purpose Receivables Subsidiary;

(e) any Equity Interests of any Subsidiary of, or other Equity Interests owned by, a Foreign Subsidiary (other than a Canadian Loan Party);

(f) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests could reasonably be expected to result in material adverse tax consequences to Holdings, Products or any Subsidiary as determined in good faith by Holdings, in consultation with the Administrative Agent;

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(g) any Equity Interests that are set forth on Schedule 1.01(a) hereto or that have been identified on or prior to the Restatement Date in writing to the Administrative Agent by a Responsible Officer of Holdings and agreed to by the Administrative Agent;

(h) to the extent any Requirement of Law requires that a Subsidiary issue directors’ qualifying shares, such shares or nominee or other similar shares;

(i) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations among Holdings and its Subsidiaries;

(j) any Equity Interests of any Canadian Subsidiary, to the extent that the pledge of such Equity Interests is not then permitted under the terms of any Canadian Financing (which shall not in any event include the Equity Interests of any Canadian Subsidiary that are required to be pledged pursuant to Section 6.18); and

(k) any Margin Stock;

provided that Holdings may in its sole discretion elect to exclude any property from the definition of Excluded Securities.

“Excluded Subsidiary” means any of the following:

(a) any subsidiary of Holdings (other than Products and Performance Fibers) that is prohibited by applicable Law or by contractual obligations existing on the First Amendment Effective Date (or at the time such subsidiary becomes a subsidiary of Holdings) from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization;

(b) any Unrestricted Subsidiary (provided, that no Subsidiaries may be designated or created as Unrestricted Subsidiaries at any time on or after the First Amendment Effective Date);

(c) any Foreign Subsidiary (other than any Canadian Subsidiary) and any Domestic Subsidiary of any Foreign Subsidiary (other than any Domestic Subsidiary owned directly by a Canadian Subsidiary);

(d) any subsidiary of Holdings with respect to which both the Administrative Agent and Holdings shall reasonably determine (such determination not to be unreasonably delayed) that the burden or cost of obtaining a guarantee outweighs the benefit to the Lenders;

(e) any Excluded Canadian Subsidiary;

(f) any subsidiary of Holdings (including any Subsidiary of Holdings that is a FSHCO) if the provision of Collateral or a Guaranty of the Obligations by such subsidiary could reasonably be expected to result in material adverse tax consequences to Holdings, Products or any Subsidiary, as determined in good faith by Holdings, in consultation with the Administrative Agent; and

(g) any Special Purpose Receivables Subsidiary.

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

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes imposed in lieu of Taxes imposed on or measured by net income, and branch profits Taxes, in each case, (A) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by any Borrower under Section 11.14) or (B) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (iv) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Existing Multicurrency Letter of Credit” has the meaning specified in Section 2.05(a)(i).

“Existing USD Letter of Credit” has the meaning specified in Section 2.05(a)(i).

“Facility” means the respective facility and commitments utilized in making Loans and credit extensions hereunder, it being understood that as of the Restatement Date there are four Facilities, i.e. the Term A-1 Facility, the Term A-2 Facility, the USD Revolving Facility and the Multicurrency Revolving Facility (and no Incremental Term Facility or Incremental Revolving Facility), and thereafter, the term “Facility” may include any Incremental Term Facility, Incremental Revolving Facility and Refinancing Facility.

“Facility Maturity Date” means the Revolving Facility Maturity Date, Term A-1 Facility Maturity Date, Term A-2 Facility Maturity Date and/or any Incremental Revolving Facility Maturity Date or Incremental Term Facility Maturity Date, as the case may be.

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“Farm Credit Equities” has the meaning specified in Section 11.24(a).

“Farm Credit Equity Documents” has the meaning specified in Section 11.24(a).

“Farm Credit Lender” means a lending institution organized and existing pursuant to the provisions of the Farm Credit Act of 1971 and under the regulation of the Farm Credit Administration.

“Farm Credit Lender Transfer Certificate” has the meaning specified in Section 11.24(b).

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

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent and (iii) if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Letters” means, collectively, the Bank of America Fee Letters and the CoBank Fee Letter.

“Fees” means, collectively, the Commitment Fees, the Letter of Credit Fees, the L/C Issuer Fees and the Administrative Agent Fees.

“Fernandina Beach Facility” means the real property located at Foot of Gum Street, Fernandina Beach, Florida 32035, excluding any real property leased or licensed as of the First Amendment Effective Date to Lignotech Florida, Eight Flags or Coast Chips Inc. or any of their respective Affiliates.

“Fernandina Cogeneration Project” means a project, or a series of related projects, under which a person (other than Holdings or any of its subsidiaries) would fund, construct and operate a combined heat and power facility on a leased portion of the Fernandina Beach Facility, and sell steam and heated water to Performance Fibers (or one or more other Subsidiaries), for use at the Fernandina Beach Facility, for an expected period of approximately twenty (20) years, together with the applicable agreements to implement such projects.

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“Finance Obligations” means, at any date, (i) all Obligations, (ii) all Swap Obligations of Holdings and its Subsidiaries then owing under any Secured Hedge Agreement to any Hedge Bank and (iii) all Cash Management Obligations of Holdings and its Subsidiaries then owing under any Secured Cash Management Agreement to any Cash Management Bank; provided that the Finance Obligations shall exclude any Excluded Swap Obligations.

“Financial Covenants” means the financial maintenance covenants set forth in Section 7.10.

“Financial Officer” of any person means the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such person.

“First Amendment” means the First Amendment to Amended and Restated Credit Agreement, dated as of the First Amendment Effective Date, made among Holdings, the Borrowers, the other Loan Parties party thereto, the Administrative Agent, the Lenders party thereto, the L/C Issuers and the Voting Participants party thereto.

“First Amendment Effective Date” means September 30, 2019.

“Fiscal Month” means each fiscal month of Holdings, as set forth in the calendar of fiscal periods most recently provided to the Administrative Agent, as such calendar may be updated by Holdings and delivered to the Administrative Agent from time to time. If no such calendar has been delivered for the applicable period, then each “Fiscal Month” shall be the corresponding calendar month.

“Fixed Amounts” has the meaning assigned to such term in Section 1.05(e).

“Foreign Currency” means Canadian Dollars.

“Foreign Lender” means a Lender or an L/C Issuer that is not a U.S. Person.

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

“Forestry Joint Ventures” means (i) Hearst Forest Management Inc., (ii) Clegue Forest Management Inc., (iii) Abitibi River Forest Management Inc., (iv) Nipissing Forest Management Inc. or (v) any similar joint venture formed after the First Amendment Effective Date that is not prohibited by the terms of this Agreement.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (i) with respect to any USD L/C Issuer, such Defaulting Lender’s USD Revolving Facility Percentage of the outstanding USD L/C Obligations arising in respect of USD Letters of Credit issued by such USD L/C Issuer other than USD L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, (ii) with respect to any Multicurrency L/C Issuer, such Defaulting Lender’s Multicurrency Revolving Facility Percentage of the outstanding Multicurrency L/C Obligations arising in respect of Multicurrency Letters of Credit issued by such Multicurrency L/C Issuer other

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than Multicurrency L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (iii) with respect to the Swing Line Lender, such Defaulting Lender’s USD Revolving Facility Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“FSHCO” means any Domestic Subsidiary that owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries that are CFCs and/or of one or more FSHCOs.

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

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which were in effect on the Signing Date. For purposes herein, the term “consolidated” means such person consolidated with the Subsidiaries and shall not include any Unrestricted Subsidiary, but the interest of such person in an Unrestricted Subsidiary will be accounted for as an Investment.

“Governmental Authority” means any federal, state, provincial, territorial, municipal, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

“Guarantee” of or by any person (the “guarantor”) means (i) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (A) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (B) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (C) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (D) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part) or (E) as an account party in respect of any letter of credit, bank guarantee or other letter of guaranty issued to support such Indebtedness or other obligation, or (ii) any Lien on any assets of the guarantor securing any Indebtedness (or any existing right, contingent or otherwise, of the holder of Indebtedness to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the

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guarantor; provided, however, the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Restatement Date or entered into in connection with any acquisition or disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“guarantor” has the meaning assigned to such term in the definition of “Guarantee.”

“Guarantor” means (a) Holdings, (b) Products, (c) Performance Fibers, (d) each Designated Borrower and (e) each Subsidiary Loan Party; provided, that none of Holdings, Products, Performance Fibers, the Designated Borrowers or a Subsidiary Loan Party shall be a Guarantor with respect to (i) its own respective Finance Obligations as a counterparty under any Secured Hedge Agreement or direct obligor under any Secured Cash Management Agreement or (ii) the Finance Obligations of any Facility under which it is at any time a Borrower (and “Guarantors” means two or more of them, collectively).

“Guaranty” means, collectively, the guaranty made by the Guarantors under Article X in favor of the Secured Parties, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.10.

“Hazardous Materials” means all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including, without limitation, explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls or radon gas, of any nature subject to regulation or which can give rise to liability under any Environmental Law.

“Hedge Bank” means (i) with respect to any Swap Contract entered into under (and as defined in) the Original Credit Agreement prior to the Restatement Date, any person that, at the time it entered into such Swap Contract (as defined in the Original Credit Agreement), was a Lender (as defined in the Original Credit Agreement) or an Affiliate (as defined in the Original Credit Agreement) of a Lender (as defined in the Original Credit Agreement and (ii) with respect to any Swap Contract entered into on or after the Restatement Date, any person that, at the time it enters into a Swap Contract permitted under Article VII, is a Lender, or an Affiliate of a Lender, in each case in its capacity as a party to such Swap Contract.

“Held Cash” means all cash (denominated in any currency) and Permitted Investments at any time actually held directly by, or credited to a Deposit Account or Securities Account of, Holdings or any of its Subsidiaries, in each case other than any such cash or Permitted Investments that (i) would appear as “restricted” on a consolidated balance sheet of Holdings or any of its Subsidiaries, or (ii) are held in or credited to any Excluded Account of the types described in clause (e) of the definition thereof, but only to the extent that such amounts held in or credited to such Excluded Accounts are (x) not in excess of $2,000,000 in the aggregate, (y) maintained for the benefit of Persons that are not Subsidiaries or Controlled Affiliates of Holdings and (z) maintained consistent with the Loan Parties’ past practices.

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“HMT” has the meaning assigned to such term in the definition of “Sanctioned Entity”.

“Holdings” has the meaning assigned to such term in the preamble to this Agreement; provided that the term “Holdings” shall be deemed to mean any Successor Holdings succeeding to, and being substituted for, Holdings in accordance with Section 7.05(b)(ii).

“Immaterial Subsidiary” means any Wholly Owned Domestic Subsidiary or Wholly Owned Canadian Subsidiary of Holdings that, as of the last day of the fiscal quarter of Holdings most recently ended, did not have assets with a value in excess of 2.5% of the Consolidated Total Assets of Holdings and its Wholly Owned Domestic Subsidiaries and Wholly Owned Canadian Subsidiaries or revenues representing in excess of 2.5% of consolidated revenues (including third party revenues but excluding intercompany revenues) of Holdings and its Wholly Owned Domestic Subsidiaries and Wholly Owned Canadian Subsidiaries on a consolidated basis as of such date; provided that in the event that any Wholly Owned Domestic Subsidiaries or Wholly Owned Canadian Subsidiaries that would otherwise be Immaterial Subsidiaries shall in the aggregate account for a percentage in excess of 5.0% of the Consolidated Total Assets of Holdings and its Wholly Owned Domestic Subsidiaries and Wholly Owned Canadian Subsidiaries or 5.0% of the consolidated revenues (including third party revenues but excluding intercompany revenues) of Holdings and its Wholly Owned Domestic Subsidiaries and Wholly Owned Canadian Subsidiaries as of the end of and for the most recently completed fiscal year, then one or more of such Subsidiaries designated by Holdings (or, if Holdings shall make no designation, one or more of such Wholly Owned Domestic Subsidiaries or Wholly Owned Canadian Subsidiaries selected in descending order based on their respective contributions to the Consolidated Total Assets of Holdings and its Wholly Owned Domestic Subsidiaries and Wholly Owned Canadian Subsidiaries), shall be included as Material Subsidiaries to the extent necessary to eliminate such excess and shall comply with the provisions of Section 6.10 applicable to such Subsidiary. Each Immaterial Subsidiary as of the First Amendment Effective Date shall be set forth in Schedule 1.01(c).

“Impacted Loans” has the meaning assigned to such term in Section 3.03(a).

“Increased Amount” of any Indebtedness means any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms or in the form of common stock of Holdings, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness described in clause (c) of the definition of “Indebtedness”.

“Increased Amount Date” has the meaning assigned to such term in Section 2.15(a).

“Incremental Amount” means, at any time prior to the First Amendment Effective Date, an amount equal to the sum of (without duplication):

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(1) the greater of (i) the excess, if any, of (A) $350,000,000 minus (B) (x) the aggregate principal amount of Incremental Commitments established pursuant to Section 2.15 and (y) the aggregate principal amount of Incremental Notes issued pursuant to Section 2.15 and (ii) any amounts so long as immediately after giving effect to the establishment of commitments in respect thereof (and assuming any such Incremental Revolving Facility Commitments are fully drawn) and the use of the proceeds of the loans thereunder, the Total Net Senior First Lien Secured Leverage Ratio (tested on a Pro Forma Basis only on the date of the initial incurrence of the applicable Incremental Facility) does not exceed 3.00:1.00; provided that to the extent the proceeds of any Incremental Facility or Incremental Notes are being used to finance a Permitted Business Acquisition or a Material Investment permitted hereunder, at the option of Products, for purposes of calculating the applicable ratio set forth in the foregoing clause (ii), the date of determination of whether any such Incremental Facility is, or Incremental Notes are, permitted shall be deemed to be the applicable Test Date, and if, after giving effect to such Permitted Business Acquisition or Material Investment and the other transactions to be entered into in connection therewith on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period ending prior to such Test Date, the applicable Borrower could have incurred such Incremental Facility or Incremental Notes on such Test Date in compliance with the applicable ratio, such ratio shall be deemed to have been complied with; plus

(2) the aggregate amount of all voluntary prepayments and commitment reductions of the Facilities or any Incremental Notes (it being understood that the Borrowers shall be deemed to have used amounts under this clause (2) prior to utilization of amounts under clause (1) above); plus

(3) the aggregate principal amount of Revolving Facility Commitments of any Revolving Facility Lender under each Revolving Facility that is a Defaulting Lender that have been terminated.

From and after the First Amendment Effective Date, “Incremental Amount” shall mean $0.

For purposes of all calculations of the Incremental Amount it is assumed (i) that all amounts of secured Indebtedness incurred under any Incremental Facilities and any Incremental Notes that is junior in right of security to the Facilities incurred on the Restatement Date are, for purposes of such calculations, Indebtedness that is pari passu in right of security with the Facilities incurred on the Restatement Date; (ii) that the full committed amount of all Incremental Revolving Facilities shall be treated as outstanding for such purpose (including any requested Incremental Revolving Facilities); (iii) that the cash proceeds of all such Incremental Facilities and Incremental Notes shall not be netted from Senior First Lien Secured Net Debt or Consolidated Debt for purposes of calculating compliance with the Total Net Senior First Lien Secured Leverage Ratio or the Total Net Leverage Ratio, as applicable, provided that to the extent the proceeds of any such Incremental Facility or Incremental Notes are to be used to repay Indebtedness, the Borrowers’ ability to give effect to such repayment of Indebtedness on a Pro Forma Basis (and without duplication) shall not be limited; and (iv) all other appropriate pro forma adjustments shall be given effect.

“Incremental Assumption Agreement” means an Incremental Assumption Agreement in form and (with respect to any Incremental Revolving Facility Commitments only) substance reasonably satisfactory to the Administrative Agent, among the applicable Borrower, the Administrative Agent and one or more Incremental Lenders.

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“Incremental Commitment” means any Incremental Revolving Facility Commitment and any Incremental Term Loan Commitments.

“Incremental Facilities Specified Representations” has the meaning assigned to such term in Section 2.15(c).

“Incremental Facility” means any Incremental Revolving Facility or Incremental Term Facility, as the context may require.

“Incremental Lender” means any Incremental Term Lender or any Incremental Revolving Facility Lender.

“Incremental Loans” means the Incremental Revolving Facility Loans and the Incremental Term Loans.

“Incremental Multicurrency Revolving Facility” means any Incremental Multicurrency Revolving Facility Commitments and any Incremental Multicurrency Revolving Facility Loans made hereunder.

“Incremental Multicurrency Revolving Facility Commitment” means the commitment of any Lender, established pursuant to Section 2.15, to make Incremental Multicurrency Revolving Facility Loans to the applicable Borrower.

“Incremental Multicurrency Revolving Facility Loans” means Multicurrency Revolving Facility Loans made by one or more Lenders to the applicable Borrower pursuant to Section 2.01(c).

“Incremental Notes” has the meaning specified in Section 2.15.

“Incremental Revolving Facility” means the Incremental Revolving Facility Commitments and the Incremental Revolving Facility Loans made hereunder.

“Incremental Revolving Facility Commitment” means the commitment of any Lender, established pursuant to Section 2.15, to make Incremental Revolving Facility Loans to the applicable Borrower.

“Incremental Revolving Facility Lender” means a Lender with an Incremental Revolving Facility Commitment or an outstanding Incremental Revolving Facility Loan.

“Incremental Revolving Facility Loans” means Incremental USD Revolving Facility Loans, Incremental Multicurrency Revolving Facility Loans or, to the extent permitted by Section 2.15 and provided for in the relevant Incremental Assumption Agreement, Other Revolving Loans.

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“Incremental Revolving Facility Maturity Date” means, with respect to any series or tranche of Incremental Revolving Facility Loans established pursuant to an Incremental Assumption Agreement, the maturity date as set forth in such Incremental Assumption Agreement.

“Incremental Term Borrowing” means a Borrowing comprised of Incremental Term Loans.

“Incremental Term Facility” means any Incremental Term Loan Commitments and any Incremental Term Loans made hereunder.

“Incremental Term Facility Maturity Date” means, with respect to any series or tranche of Incremental Term Loans established pursuant to an Incremental Assumption Agreement, the maturity date as set forth in such Incremental Assumption Agreement.

“Incremental Term Lender” means a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.15, to make Incremental Term Loans to the applicable Borrower.

“Incremental Term Loans” means Term Loans made by one or more Lenders to the applicable Borrower pursuant to Section 2.01(c). Incremental Term Loans may be made in the form of additional Term A-1 Loans or Term A-2 Loans or, to the extent permitted by Section 2.15 and provided for in the relevant Incremental Assumption Agreement, Other Term Loans.

“Incremental USD Revolving Facility” means any Incremental USD Revolving Facility Commitments and any Incremental USD Revolving Facility Loans made hereunder.

“Incremental USD Revolving Facility Commitment” means the commitment of any Lender, established pursuant to Section 2.15, to make Incremental USD Revolving Facility Loans to the applicable Borrower.

“Incremental USD Revolving Facility Loans” means USD Revolving Facility Loans made by one or more Lenders to the applicable Borrower pursuant to Section 2.01(c).

“Incur” means to issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Equity Interests of a person existing at the time such person becomes a subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such person at the time it becomes a subsidiary.

“Incurrence Based Amounts” has the meaning assigned to such term in Section 1.05(e).

“Indebtedness” means, with respect to any person (and without duplication):

(a) the principal of any indebtedness of such person, whether or not contingent, (i) in respect of borrowed money, (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (iii) representing the deferred and unpaid purchase price of any property (except

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any such balance that constitutes (A) a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business that is not overdue by more than 90 days (or, if overdue by more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such person), (B) any earn-out obligations until such obligation becomes a liability on the balance sheet of such person in accordance with GAAP and (C) liabilities accrued in the ordinary course of business), which purchase price is due more than twelve months after the date of placing the property in service or taking delivery and title thereto, (iv) in respect of Capital Lease Obligations, or (v) representing any outstanding Swap Contracts, if and to the extent that any of the foregoing indebtedness would appear as a liability on a balance sheet (excluding the footnotes thereto) of such person prepared in accordance with GAAP;

(b) to the extent not otherwise included, any obligation of such person to be liable for, or to pay, as obligor, guarantor or otherwise, the obligations referred to in clause (a) of another person (other than by endorsement of negotiable instruments for collection in the ordinary course of business);

(c) to the extent not otherwise included, any obligations referred to or described in clause (a) of another person secured by a Lien on any asset owned by such person (whether or not such obligation is assumed by such person), provided, however, that the amount of such obligation will be the lesser of: (a) the fair market value (as determined in good faith by Holdings) of such asset at such date of determination, and (b) the amount of such obligation of such other person; and

(d) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock);

provided, however, that, notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) trade and other ordinary course payables, accrued expenses and intercompany liabilities arising in the ordinary course of business that are not overdue by more than 90 days; (5) Cash Management Obligations; (6) in the case of Holdings, Products and the Subsidiaries (x) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (y) intercompany liabilities in connection with cash management, tax and accounting operations of Holdings, Products and the Subsidiaries; and (7) any obligations under Swap Contracts, provided that such agreements are entered into for bona fide hedging purposes of Holdings, Products or the Subsidiaries (as determined in good faith by the Board of Directors or senior management of Holdings, whether or not accounted for as a hedge in accordance with GAAP) and, in the case of any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement, such agreements are related to business transactions of Holdings, Products or the Subsidiaries entered into in the ordinary course of business and, in the case of any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement, such agreements substantially correspond in terms of notional amount, duration and interest rates, as applicable, to Indebtedness of Holdings, Products or the Subsidiaries Incurred in accordance with this Agreement. To the extent not otherwise included, Indebtedness shall include the amount of any Receivables Net Investment.

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Notwithstanding anything in this Agreement to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Agreement but for the application of this sentence shall not be deemed an Incurrence of Indebtedness under this Agreement. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such person in respect thereof.

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

“Indemnitee” has the meaning assigned to such term in Section 11.04(b).

“Ineligible Institution” means (i) the persons identified in writing to the Administrative Agent by Products on or prior to the Signing Date and as may be identified in writing to the Administrative Agent by Products from time to time after the Signing Date, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), and (ii) Affiliates of the persons referred to in the preceding clause (i) and any competitor of Holdings or Products, in each case, only after such persons are identified in writing to the Administrative Agent by Products as being additional “Ineligible Institutions”, which written notice may be given at any time and from time to time after the Signing Date; provided, however, that any such person or persons as may be identified in writing to the Administrative Agent by Products from time to time after such person or persons initial identification pursuant to clause (i) or (ii) above as no longer constituting an Ineligible Institution, shall no longer to be considered an “Ineligible Institution” hereunder.

“Information” has the meaning assigned to such term in Section 11.07.

“Initial Closing Date” means June 26, 2014.

“Initial Subsidiaries” means each of the Initial Subsidiary Guarantors and Rayonier Foreign Sales Corporation, a Virgin Islands corporation.

“Initial Subsidiary Guarantors” means unless it becomes a Borrower hereunder, each of Rayonier A.M. Sales and Technology Inc., Rayonier A.M. Properties LLC, Rayonier A.M. China Limited, Rayonier Advanced Materials Industries Ltd., Rayonier A.M. Far East Ltd. and Southern Wood Piedmont Company.

“Intellectual Property Rights” has the meaning assigned to such term in Section 4.23.

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“Interest Coverage Ratio” means, on any date, the ratio, determined on a Pro Forma Basis, of (x) EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of Holdings have been delivered to the Administrative Agent in accordance with Section 6.04(a) or (b), as applicable, all determined on a consolidated basis in accordance with GAAP to (y) Interest Expense of Holdings and the Subsidiaries for such period.

“Interest Election Request” means a request by the applicable Borrower to convert or continue a Borrowing in accordance with Section 2.07.

“Interest Expense” means, with respect to any person for any period, an amount equal to (a) the sum (without duplication) of (i) consolidated interest expense of such person and its Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including the interest component of Capital Lease Obligations and net payments and receipts (if any) pursuant to interest rate Swap Contracts, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement in mark to market valuation of Swap Obligations or other derivatives (in each case to the extent permitted under this Agreement) under GAAP (but excluding the amortization of deferred financing fees, original issue discount and any consent fees (historical or prospective) paid in connection with Indebtedness of Holdings or any Subsidiary), (ii) consolidated capitalized interest of such person and its Subsidiaries for such period, whether paid or accrued and (iii) commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing which are payable to any person other than Holdings, Products or a Subsidiary; minus (b) the interest income for such period. For purposes of this definition, interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by Holdings to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

“Interest Payment Date” means (i) with respect to any Eurodollar Rate Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Rate Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type and (ii) with respect to any Base Rate Loan, the last Business Day of each March, June, September and December.

“Interest Period” means, as to any Eurodollar Rate Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 12 months, if at the time of the relevant Borrowing, all relevant Lenders consent to such interest periods or, if agreed to by the Administrative Agent, a shorter period), as the applicable Borrower may elect, or the date any Eurodollar Rate Borrowing is converted to a Base Rate Borrowing in accordance with Section 2.07 or repaid or prepaid in accordance with Section 2.09, 2.10 or 2.11; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

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“Investment” has the meaning assigned to such term in Section 7.04.

“Investment Grade Securities” means: (i) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Permitted Investments), (ii) securities that have a rating equal to or higher than Baa3 (or equivalent) by Moody’s and BBB- (or equivalent) by S&P, but excluding any debt securities or loans or advances between and among Holdings and its subsidiaries, (iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and (ii) which fund may also hold material amounts of cash pending investment and/or distribution, and (iv) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

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

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

“Jesup Facility” means that certain real property owned as of the Restatement Date by Performance Fibers and located at 4470 Savannah Highway, Jesup, Wayne County, Georgia.

“Joint Lead Arrangers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the Signing Date), CoBank, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., and SunTrust Robinson Humphrey, Inc.

“Judgment Currency” has the meaning assigned to such term in Section 11.27.

“Junior Financing” has the meaning assigned to such term in Section 7.09(b).

“Latest Maturity Date” means, at any date of determination, the latest scheduled maturity date applicable to any Loan hereunder at such time, including the latest maturity date of any Refinancing Facilities.

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

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“L/C Advance” means, with respect to each Revolving Facility Lender, such Lender’s USD L/C Advances and Multicurrency L/C Advances.

“L/C Borrowing” means each USD L/C Borrowing and Multicurrency L/C Borrowing.

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

“L/C Disbursement” means a payment or disbursement made by an L/C Issuer pursuant to a Letter of Credit.

“L/C Issuer” means each USD L/C Issuer and Multicurrency L/C Issuer.

“L/C Issuer Fees” has the meaning specified in Section 2.05(i).

“L/C Obligations” means, as at any date of determination, the aggregate amount of USD L/C Obligations and Multicurrency L/C Obligations.

“Lender” means each financial institution listed on Schedule 2.01 (other than any such person that ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 11.06), as well as any person that becomes a “Lender” hereunder pursuant to Section 11.06, Section 2.15 or Section 2.18; and shall include, as the context may require, any Incremental Lender and the Swing Line Lender in such capacity.

“Lender Participation Notice” has the meaning assigned to such term in Section 2.11(f)(iii).

“Lender Presentation” means the Lender Presentation dated July 18, 2017, as modified or supplemented prior to the Signing Date.

“Lending Office” means with respect to any Lender and for each Type of Loan, the “Lending Office” of such Lender (or of an Affiliate of such Lender) designated for such Type of Loan in such Lender’s Administrative Questionnaire or in any applicable Assignment and Acceptance pursuant to which such Lender became a Lender hereunder or such other office of such Lender (or of an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and Holdings as the office by which its Loans of such Type are to be made and maintained, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

“Letter of Credit” means each USD Letter of Credit and Multicurrency Letter of Credit.

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

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

“Letter of Credit Fees” means the USD Letter of Credit Fees and the Multicurrency Letter of Credit Fees, collectively.

“Leverage Ratio Test” means that the Total Net Senior First Lien Secured Leverage Ratio does not exceed 3.00:1.00.

“LIBOR” has the meaning assigned to such term in the definition of “Eurodollar Base Rate”.

“LIBOR Quoted Currency” means each of the following currencies: Dollars and Euro, in each case as long as there is a published LIBOR rate (or a comparable or successor rate, which rate is approved by the Administrative Agent) with respect thereto.

“LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“LIBOR Successor Rate” has the meaning specified in Section 3.03.

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters as may be appropriate, in the reasonable discretion of the Administrative Agent in consultation with Holdings, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with Holdings is reasonably necessary in connection with the administration of this Agreement).

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind (including any easement, right of way or other encumbrance on title to real property) in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable Law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

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“Loan Documents” means this Agreement, any joinder hereto, the Restatement Agreement, the Reaffirmation Agreement, the Letters of Credit, the Security Documents, each Incremental Assumption Agreement, each Refinancing Amendment, any Secured Debt Intercreditor Agreement, any Notes issued under Section 2.09(e), each Designated Borrower Joinder Agreement (if any), and solely for the purposes of Section 8.01 hereof, the Bank of America Fee Letters and the CoBank Fee Letter.

“Loan Parties” means each Borrower and each Guarantor.

“Loans” means the Revolving Facility Loans, the Swing Line Loans, the Incremental Revolving Facility Loans (if any), the Term A-1 Loans, the Term A-2 Loans and the Incremental Term Loans (if any).

“Local Time” means New York City time.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Margin Stock” has the meaning assigned to such term in Regulation U.

“Matane Asset Purchase Agreement” has the meaning assigned to such term in the definition of “Matane Disposition”.

“Matane Assets” has the meaning assigned to such term in the definition of “Matane Disposition”.

“Matane Disposition” means a sale of the “Purchased Assets” (hereinafter the “Matane Assets”) as defined in, and to be consummated in accordance with, that certain Asset Purchase Agreement, dated July 31, 2019, among Sappi Canada Enterprises Inc., Sappi Papier Holding GmbH, Rayonier A.M. Canada G.P., Rayonier A.M. Compagnie de Construction Inc., Rayonier A.M. Canada Enterprises Inc., and Holdings, substantially in the form filed with the SEC on August 7, 2019, as may be amended, supplemented, waived or modified from time to time in accordance with Section 7.09(d) (the “Matane Asset Purchase Agreement”).

“Material Adverse Effect” means a material adverse effect on the business, property, operations or condition of Holdings and its Subsidiaries, taken as a whole, or the validity or enforceability of any of the material Loan Documents or the rights and remedies of the Administrative Agent and the Lenders thereunder.

“Material Indebtedness” means Indebtedness (other than Loans) of any one or more of Holdings or any Subsidiary in an aggregate principal amount exceeding $25,000,000.

“Material Investment” means any Investment involving aggregate consideration (including all assumed Indebtedness) in excess of $50,000,000.

“Material Subsidiary” means any Subsidiary other than an Immaterial Subsidiary.

“Maximum Rate” has the meaning assigned to such term in Section 11.10.

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

“Moody’s” means Moody’s Investors Service, Inc. (or any successor thereof).

“Mortgaged Properties” means the Real Properties owned in fee by the Loan Parties that are set forth on Schedule 1.01(b) and each additional Real Property encumbered by a Mortgage pursuant to Section 6.10.

“Mortgages” means, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents delivered with respect to Mortgaged Properties, each substantially in the form of Exhibit D (with such changes as are reasonably consented to by the Administrative Agent to account for local law matters), including the Additional Mortgages, as amended, amended and restated, supplemented or otherwise modified from time to time.

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

“Multicurrency L/C Borrowing” means an extension of credit resulting from a drawing under any Multicurrency Letter of Credit which has not been reimbursed, or refinanced as a Multicurrency Revolving Facility Borrowing, by the Multicurrency L/C Honor Date. All Multicurrency L/C Borrowings shall be denominated in Dollars.

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

“Multicurrency L/C Honor Date” has the meaning specified in Section 2.05(c)(i)(B).

“Multicurrency L/C Issuer” means each of (i) Bank of America and Wells Fargo Bank, National Association, in each case in its respective capacity as issuer of Multicurrency Letters of Credit under Section 2.05(b), and its respective successor or successors in such capacity, (ii) the issuer of any Existing Multicurrency Letter of Credit provided such person (subject to the next sentence) is a Multicurrency Revolving Facility Lender and (iii) any other Multicurrency Revolving Facility Lender which Products shall have designated (with such Multicurrency Revolving Facility Lender’s consent) as a “Multicurrency L/C Issuer” by notice to the Administrative Agent (including any Multicurrency Revolving Facility Lender designated as such

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as a replacement for any Multicurrency L/C Issuer who is at the time of such appointment a Defaulting Lender) that is reasonably acceptable to the Administrative Agent, in each case, for so long as Bank of America or such other Multicurrency L/C Issuer, as the case may be, shall have a Multicurrency Letter of Credit Commitment. Notwithstanding the foregoing, with respect to each Existing Multicurrency Letter of Credit, in the event the issuer of such Existing Multicurrency Letter of Credit is not itself a Multicurrency Revolving Facility Lender, but is an Affiliate or branch of a Multicurrency Revolving Facility Lender, then such issuer shall also be deemed to be a Multicurrency L/C Issuer for the purposes of this Agreement and the other Loan Documents. Each Multicurrency L/C Issuer may, in its good faith discretion, arrange for one or more Multicurrency Letters of Credit to be issued by Affiliates or branches of such Multicurrency L/C Issuer, in which case for the purposes of this Agreement and the other Loan Documents the term “Multicurrency L/C Issuer” shall include any such Affiliate or branch with respect to Multicurrency Letters of Credit issued by such Affiliate or branch.

“Multicurrency L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Multicurrency Letters of Credit plus the aggregate of all Multicurrency Unreimbursed Amounts, including (without duplication) all Multicurrency L/C Borrowings. For purposes of computing the amount available to be drawn under any Multicurrency Letter of Credit, the amount of such Multicurrency Letter of Credit shall be determined in accordance with Section 1.03. For all purposes of this Agreement, if on any date of determination a Multicurrency Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Multicurrency Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Multicurrency Letter of Credit” means any letter of credit or bank guarantee issued under Multicurrency Revolving Facility hereunder providing for the payment of cash upon the honoring of a presentation thereunder. A Multicurrency Letter of Credit may be standby letter of credit or bank guaranty or, if made available by any Multicurrency L/C Issuer (in its sole and absolute discretion), a trade or commercial letter of credit issued by such Multicurrency L/C Issuer.

“Multicurrency Letter of Credit Commitment” means, as to any Multicurrency L/C Issuer, (a) the Dollar amount set forth opposite such Multicurrency L/C Issuer’s name on Schedule 2.01 under the caption “Multicurrency Letter of Credit Commitment” or (b) if such Multicurrency L/C Issuer has entered into one or more Assignment and Acceptances, the Dollar amount set forth for such Multicurrency L/C Issuer in the Register as such Multicurrency L/C Issuer’s “Multicurrency Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.08.

“Multicurrency Letter of Credit Fee” has the meaning specified in Section 2.05(h).

“Multicurrency Letter of Credit Sublimit” means, at any time, an amount equal to the lesser of (a) $60,000,000 and (b) the aggregate amount of the Multicurrency L/C Issuers’ Multicurrency Letter of Credit Commitments at such time, as such amount may be reduced pursuant to Section 2.08. The Multicurrency Letter of Credit Sublimit is part of, and not in addition to, the Multicurrency Revolving Facility.

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“Multicurrency Refinancing Revolving Facility” has the meaning specified in Section 2.18(a).

“Multicurrency Revolving Facility” means the Multicurrency Revolving Facility Commitments (including any Incremental Multicurrency Revolving Facility Commitments) and the extensions of credit made hereunder by the Multicurrency Revolving Facility Lenders (including, for the avoidance of doubt, all Multicurrency Letters of Credit).

“Multicurrency Revolving Facility Borrowing” means a Borrowing comprised of Multicurrency Revolving Facility Loans.

“Multicurrency Revolving Facility Commitment” means, with respect to each Multicurrency Revolving Facility Lender, the commitment of such Multicurrency Revolving Facility Lender to make Multicurrency Revolving Facility Loans pursuant to Section 2.01, expressed as a Dollar amount representing the maximum aggregate permitted amount of such Multicurrency Revolving Facility Lender’s Multicurrency Revolving Facility Credit Exposure hereunder, as such commitment may be (i) reduced from time to time pursuant to Section 2.08, (ii) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 11.06, and (iii) increased as provided under Section 2.15 and/or Section 2.18. The initial amount of each Lender’s Multicurrency Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Multicurrency Revolving Facility Commitment (or Incremental Multicurrency Revolving Facility Commitment), as applicable. The aggregate amount of the Lenders’ Multicurrency Revolving Facility Commitments on the First Amendment Effective Date is $126,000,000.

“Multicurrency Revolving Facility Credit Exposure” means, at any time, the sum of (a) the aggregate principal amount of the Multicurrency Revolving Facility Loans outstanding at such time and (b) the aggregate principal amount of Multicurrency L/C Obligations outstanding at such time. The Multicurrency Revolving Facility Credit Exposure of any Multicurrency Revolving Facility Lender at any time shall be the product of (x) such Multicurrency Revolving Facility Lender’s Multicurrency Revolving Facility Percentage and (y) the aggregate Multicurrency Revolving Facility Credit Exposure of all Multicurrency Revolving Facility Lenders, collectively, at such time.

“Multicurrency Revolving Facility Credit Exposure Percentage” has the meaning specified in Section 6.17(a).

“Multicurrency Revolving Facility Lender” means a Lender with a Multicurrency Revolving Facility Commitment (including an Incremental Multicurrency Revolving Facility Commitment) or with outstanding Multicurrency Revolving Facility Loans.

“Multicurrency Revolving Facility Loan” means a Loan made by a Multicurrency Revolving Facility Lender in respect of its Multicurrency Revolving Facility Commitments pursuant to Section 2.01(d).

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“Multicurrency Revolving Facility Percentage” means, with respect to any Multicurrency Revolving Facility Lender, the percentage of the total Multicurrency Revolving Facility Commitments represented by such Lender’s Multicurrency Revolving Facility Commitment, subject to adjustment as provided in Section 2.17. If the Multicurrency Revolving Facility Commitments have terminated or expired, the Multicurrency Revolving Facility Percentages shall be determined based upon the Multicurrency Revolving Facility Commitments most recently in effect, giving effect to any subsequent assignments pursuant to Section 11.06.

“Multicurrency Unreimbursed Amount” has the meaning specified in Section 2.05(c)(i).

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which Products, Holdings, Performance Fibers or any Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) is making or obligated to make contributions, or has within any of the preceding six plan years made or been obligated to make contributions.

“Net Income” means, with respect to any person, the net income (loss) of such person and its Subsidiaries, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds” means:

(i) 100% of the cash proceeds actually received by Holdings, Products, any Canadian Loan Party or any Domestic Subsidiary (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards (less any deductible or retention and other cost and expense incurred to obtain the same), but only as and when received) from any Asset Sale (other than any Asset Sale permitted under clauses (a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l), (m), (o), (p), (r), (s), (t), (u) or (v) of Section 7.05) net of (A) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer Taxes, deed or mortgage recording Taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (B) required payments of Indebtedness (other than Indebtedness incurred under the Loan Documents or Other First Lien Debt) and required payments of other obligations relating to the applicable asset to the extent such Indebtedness or obligations are secured by a Lien permitted hereunder (other than pursuant to the Loan Documents) on such asset, (C) repayments of Other First Lien Debt (limited to its proportionate share of such prepayment, based on the amount of such then outstanding debt as a percentage of all then outstanding Indebtedness incurred under the Loan Documents (other than Incremental Loans or Refinancing Debt that rank junior in right of security with the other Loans) and Other First Lien Debt), (D) Taxes paid or payable (in the good faith determination of Holdings and in consultation with the Administrative Agent) as a result thereof, and (E) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any Taxes deducted pursuant to clause (A) or (B) above) (x) related to any of the applicable assets and (y) retained by Holdings or any of its Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any

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such liability) shall be deemed to be Net Proceeds of such Asset Sale occurring on the date of such reduction); provided, that, if Holdings shall deliver a certificate of a Responsible Officer of Holdings to the Administrative Agent promptly following receipt of any such proceeds (other than any proceeds of the Matane Disposition, which may not be subject to an Asset Sale Reinvestment (as defined below)) setting forth Holdings’ intention to use any portion of such proceeds, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of Holdings and its Subsidiaries or to make Permitted Business Acquisitions or other Investments permitted hereunder (each, an “Asset Sale Reinvestment”), in each case within 12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent, (1) not within 12 months of such receipt, so used or (2) if contractually committed in writing to be so used within 12 months of receipt, not so used within 18 months of such receipt (it being understood that if any portion of such proceeds are not so used within such 12-month period but within such 12-month period are so contractually committed to be used, then, upon the termination of such contract, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso); provided, that, during the period commencing on the First Amendment Effective Date and for so long as this Agreement shall remain in effect, no more than $20,000,000 in the aggregate of all such proceeds may be applied toward Asset Sale Reinvestments; provided, further, that (x) except with respect to proceeds realized in connection with the Matane Disposition (which proceeds shall instead be subject to clause (z) of this proviso), no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless the proceeds of such single transaction or series of related transactions shall exceed $10,000,000, (y) except with respect to proceeds realized in connection with the Matane Disposition (which proceeds shall instead be subject to clause (z) of this proviso), no proceeds shall constitute Net Proceeds until the aggregate amount of all such proceeds received on and after the First Amendment Effective Date for all single transactions or series of related transactions the proceeds of each of which exceeds $10,000,000 shall exceed $25,000,000, and (z) with respect to the cash proceeds actually received by Holdings or any Subsidiary from the Matane Disposition (net of the amounts described in clauses (A) and (D) of this clause (i)), (I) the amount of such proceeds up to and including $100,000,000 shall constitute Net Proceeds and shall be applied to the prepayment of the Term Loans pursuant to Section 2.11(c), (II) the amount of such proceeds that is in excess of $100,000,000 (if any), up to a maximum amount of $50,000,000 of such excess proceeds, shall not constitute Net Proceeds and may be retained by Holdings or its Subsidiaries, and (III) the amount of such total net proceeds that is in excess of $150,000,000 (if any), less any amounts paid by Holdings or its Subsidiaries on account of any working capital or similar purchase price adjustment pursuant to the Matane Asset Purchase Agreement, shall, from and after the 60th day after the date of consummation of the Matane Disposition, constitute Net Proceeds and shall be applied to the prepayment of the Term Loans pursuant to Section 2.11(c); and

(ii) 100% of the cash proceeds from the incurrence, issuance or sale by Holdings or any Subsidiary of any Indebtedness (other than Excluded Indebtedness), net of all Taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to Products or any Affiliate of Products shall be disregarded.

“New Leverage Ratio Test” has the meaning assigned to such term in Section 7.10.

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“Non-Consenting Lender” has the meaning assigned to such term in Section 11.01.

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

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

“Non-Reinstatement Deadline” has the meaning specified in Section 2.05(b)(iv).

“Note” has the meaning assigned to such term in Section 2.09(e).

“Obligations” means, with respect to each Loan Party, without duplication:

(i) in the case of (A) Products, all principal of, premium, if any, and interest (including, without limitation, any interest which accrues after the commencement of any proceeding under any Debtor Relief Law with respect to Products, whether or not allowed or allowable as a claim in any such proceeding) on, any Loan (other than a Term A-2 Loan) or L/C Obligation under, or any Note (other than in respect of a Term A-2 Loan) issued pursuant to, this Agreement or any other Loan Document, (B) Performance Fibers, all principal of, premium, if any, and interest (including, without limitation, any interest which accrues after the commencement of any proceeding under any Debtor Relief Law with respect to Performance Fibers, whether or not allowed or allowable as a claim in any such proceeding) on, any Term A-2 Loan, or any Note (in respect of a Term A-2 Loan) issued pursuant to, this Agreement or any other Loan Document, and (C) any Revolving Facility Borrower (other than Products), all principal of, premium, if any, and interest (including, without limitation, any interest which accrues after the commencement of any proceeding under any Debtor Relief Law with respect to such Revolving Facility Borrower, whether or not allowed or allowable as a claim in any such proceeding) on, any Loan or L/C Obligation under, or any Note issued pursuant to, any Revolving Facility under this Agreement or under any other Loan Document;

(ii) all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by such Loan Party (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to such Loan Party, whether or not allowed or allowable as a claim in any such proceeding) pursuant to this Agreement or any other Loan Document;

(iii) all expenses of the Agents as to which one or more of the Agents have a right to reimbursement by such Loan Party under Section 11.04(a) of this Agreement or under any other similar provision of any other Loan Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve the Collateral or preserve its security interests in the Collateral to the extent permitted under any Loan Document or applicable Law;

(iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement by such Loan Party under Section 11.04(b) of this Agreement or under any other similar provision of any other Loan Document; and

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(v) in the case of each Guarantor, all amounts now or hereafter payable by such Guarantor and all other obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to such Guarantor, whether or not allowed or allowable as a claim in any such proceeding) on the part of such Guarantor pursuant to this Agreement, the Guaranty or any other Loan Document;

together in each case with all renewals, modifications, consolidations or extensions thereof; provided that the Obligations shall exclude any Excluded Swap Obligations.

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

“Offered Loans” has the meaning assigned to such term in Section 2.11(f)(iii).

“Original Credit Agreement” has the meaning assigned to such term in the preamble to this Agreement.

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

“Other First Lien Debt” means Indebtedness and other obligations secured by Other First Liens.

“Other First Liens” means Liens on the Collateral that are equal and ratable with the Liens securing the Finance Obligations pursuant to a Secured Debt Intercreditor Agreement.

“Other Revolving Loans” has the meaning assigned to such term in Section 2.15(a).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Other Term B Loans” means any (i) Other Term Loans, structured as incremental term “B” loans incurred under this Agreement to finance a Permitted Business Acquisition or permitted Material Investment, or (ii) Other Term Loans that (x) are structured for sale to institutional investors and (y) have an average annual mandatory amortization payment (calculated over the stated term of such Other Term Loans) equal to or less than 5.0% per annum, including in each case, any Permitted Refinancing Indebtedness in respect of Other Term B Loans that would constitute Other Term B Loans under this definition.

“Other Term Loans” has the meaning assigned to such term in Section 2.15(a).

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“Outside Date” has the meaning specified in the Restatement Agreement.

“Outstanding Amount” means (i) with respect to Revolving Facility Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Facility Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by any Revolving Facility Borrower of Unreimbursed Amounts or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Participant” has the meaning assigned to such term in Section 11.06(d).

“Participant Register” has the meaning assigned to such term in Section 11.06(d).

“Patriot Act” has the meaning assigned to such term in Section 11.19.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” means (i) prior to the First Amendment Effective Date, the Perfection Certificate with respect to the applicable Loan Parties dated as of the Initial Closing Date (as updated from time to time pursuant to (A) prior to the Restatement Date, Section 6.04(f) of the Original Credit Agreement and (B) on and after the Restatement Date and prior to the First Amendment Effective Date, Section 6.04(f) of the Restatement Date Amended and Restated Credit Agreement) and (ii) from and after the First Amendment Effective Date, the Perfection Certificate with respect to the Loan Parties delivered in accordance with the terms and conditions of the First Amendment (as updated from time to time pursuant to Section 6.04(g) of this Agreement).

“Permitted Business Acquisition” means any purchase or other acquisition, in one transaction or a series of related transactions, of all or substantially all the property and assets or business of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by Holdings and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or business unit or line of business or division of a person (or any subsequent investment made in a person or business unit or line of business or division previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(b), (c), (h) or (i) shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable Laws; (iii) with respect to any Material Investment, Holdings and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such acquisition or investment and any related transactions; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 7.01; (v) to the extent required by Section 6.10, any person acquired in such acquisition, if acquired by Holdings or a Domestic Subsidiary, shall be merged into a Loan Party or become upon consummation of such acquisition a Loan Party; (vi) the Collateral and Guarantee Requirement shall be satisfied (to the extent applicable); (vii) any such acquired person shall be engaged in a Similar Business; and (viii) the aggregate consideration

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(excluding any consideration comprised of Equity Interests of Holdings (other than Disqualified Stock)) in respect of all acquisitions and investments in assets that are owned by Foreign Subsidiaries or in Equity Interests in persons that upon consummation thereof become Foreign Subsidiaries, in each case, upon consummation of such acquisition, shall not exceed the sum of (a) the remaining amount available under Section 7.04(j) (after giving full effect to all other transactions previously consummated (or then being contemporaneously consummated) in reliance on such Section), plus (b) the remaining amount available under Section 7.04(u) (after giving full effect to all other transactions previously consummated (or then being contemporaneously consummated) in reliance on such Section), plus (c) the remaining amount available under Section 7.04(dd) (after giving full effect to all other transactions previously consummated (or then being contemporaneously consummated) in reliance on such Section), plus (d) without duplication of any amounts included in determining the amount available under Section 7.04(j), Section 7.04(u) or Section 7.04(dd), as applicable, an amount equal to any returns (in the form of dividends or other distributions or net sale proceeds) received by any Loan Party in respect of any assets owned by any Foreign Subsidiary or Equity Interests in persons that are Foreign Subsidiaries that were acquired in such Permitted Business Acquisitions in reliance on clauses (a), (b) or (c) above (excluding any such returns in excess of the amount originally invested). For the avoidance of doubt, no further Permitted Business Acquisitions shall be permitted to be made at any time on or after the First Amendment Effective Date.

“Permitted Investments” means:

(i) U.S. dollars, Canadian Dollars, pounds sterling, Euros, the national currency of any member state in the European Union or such local currencies held by Holdings, Products or a Subsidiary from time to time in the ordinary course of business;

(ii) direct obligations of the United States of America, Canada or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years from the date of acquisition thereof;

(iii) bank deposits, checking accounts, time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits in excess of $250,000,000 and whose long term debt, or whose parent holding company’s long term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(iv) repurchase obligations for underlying securities of the types described in clauses (ii) and (iii) above entered into with a bank meeting the qualifications described in clause (iii) above;

(v) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of Products) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P 1 (or higher) according to Moody’s, or A 1 (or higher) according to S&P;

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(vi) securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A-2 by Moody’s;

(vii) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (i) through (vi) above;

(viii) money market funds that (A) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (B) are rated AAA by S&P and Aaa by Moody’s and (C) have portfolio assets of at least $5,000,000,000;

(ix) time deposit accounts, certificates of deposit and money market deposits (in each case with or from a bank meeting the qualifications described in clause (iii) above) in an aggregate face amount not in excess of 0.50% of the total assets of Holdings and its Subsidiaries, on a consolidated basis, as of the end of Holdings’ most recently completed fiscal year;

(x) to the extent acquired prior to the First Amendment Effective Date, Indebtedness issued by persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition; and

(xi) instruments equivalent to those referred to in clauses (i) through (x) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.

“Permitted Liens” has the meaning assigned to such term in Section 7.02.

“Permitted Loan Purchase Assignment and Acceptance” means an assignment and acceptance entered into by a Lender, as an Assignor, and Holdings, Products and/or any other Subsidiary, as an Assignee, and accepted by the Administrative Agent, substantially in the form of Exhibit A-2 or such other form as shall be approved by the Administrative Agent and Products (such approval not to be unreasonably withheld or delayed).

“Permitted Loan Purchases” has the meaning assigned to such term in Section 11.06(g).

“Permitted Receivables Documents” means all documents and agreements evidencing, relating to or otherwise governing a Permitted Receivables Financing.

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“Permitted Receivables Financing” means one or more transactions pursuant to which (i) Receivables Assets or interests therein are sold to or financed by one or more Special Purpose Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries finance their acquisition of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against Receivables Assets; provided that (A) recourse to Holdings, Products or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) in connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by Holdings, Products or any Subsidiary (other than a Special Purpose Receivables Subsidiary)), (B) the aggregate Receivables Net Investment shall not at any time exceed the greater of (x) $50,000,000 and (y) 65% of the value of all accounts receivable owned by the Loan Parties determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.04(a) and Section 6.04(b), and (C) from and after the First Amendment Effective Date, any Indebtedness incurred constituting Permitted Receivables Financing or any other similar factoring program shall be incurred only pursuant to, and accordance with the terms of, Section 7.01(v).

“Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided, that (i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender or exchange premiums) thereon, underwriting discounts, defeasance costs, fees, commissions, expenses and an amount equal to any existing commitment unutilized thereunder and letters of credit undrawn thereunder), (ii)(x) the weighted average life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to the remaining weighted average life to maturity of the Indebtedness being Refinanced and (y) the final maturity date of such Permitted Refinancing Indebtedness is (A) on or after the 90th day after the latest final maturity date of any then-outstanding Term Loans and Refinancing Facilities in respect thereof or (B) no earlier than the final maturity date of the Indebtedness being Refinanced, (iii) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms at least as favorable to the Lenders, in the aggregate, as those contained in the documentation governing the Indebtedness being Refinanced, (iv) no Permitted Refinancing Indebtedness shall have different obligors, or greater guarantees or security, than the Indebtedness being Refinanced (other than Indebtedness that is secured on a junior basis to the Obligations, which shall be subject to an intercreditor agreement on customary intercreditor terms that is in form and substance reasonably acceptable to the Administrative Agent and Holdings) (provided, that (x) Indebtedness (other than the Senior Notes) (A) of any Loan Party may be Refinanced to substitute as an obligor another Loan Party that is reasonably satisfactory to the Administrative Agent and (B) of any Subsidiary that is not a Loan Party may be Refinanced to substitute as an obligor another Subsidiary that is not a Loan Party that is reasonably satisfactory to the Administrative Agent and (y) other guarantees and security may be added to the extent then independently permitted under Article VII) and (v) if the Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral on terms that are substantially similar, or no less favorable, to the Secured Parties, in the aggregate, than those contained in the documentation governing the Indebtedness being Refinanced; provided, further, that with respect to a Refinancing of subordinated Indebtedness permitted to be incurred herein, such Permitted Refinancing Indebtedness shall (x) be subordinated to the guarantee by each Guarantor of the Facilities, and (y) be otherwise on terms in the aggregate not materially less favorable to the Lenders than those contained in the documentation governing the Indebtedness being Refinanced.

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“Permitted Supplier Receivables Sale Program” means any supplier or vendor financing arrangement, transaction, or similar program (other than pursuant to a Permitted Receivables Financing) that is entered into for the purpose of facilitating the sale or financing by any Loan Party of Receivables Assets or interests therein, so long as (a) no Default or Event of Default has occurred and is continuing, or would result from such sale or financing, (b) each such sale or financing is for cash which is paid substantially concurrently with such sale or financing and (c) following such sale or financing, other than pursuant to those non-recourse exceptions which are customary in such accounts receivable sales programs (as determined reasonably and in good faith by Borrower in consultation with the Administrative Agent), (i) no purchaser or other third-party financial institution shall have any recourse to any Loan Party or any of their respective Subsidiaries in connection with such sale or financing (or other related arrangement), and (ii) no Loan Party nor any Subsidiary of any Loan Party shall guarantee any liabilities or obligations with respect to such sale, financing or other related arrangement (including, without limitation, any guarantee, surety or other credit support for any of the obligations owed by any customer of any Loan Party or any of its Subsidiaries to such third-party financial institution under any sale or other financing arrangement); provided, that the aggregate amount of all Receivables Assets or interests therein sold, financed, or otherwise transferred under all Permitted Supplier Receivables Sale Programs, as such amount may be reduced from time to time by all cash payments advanced to Loan Parties (and all commissions, discounts, yield and other fees and charges relating thereto) in connection therewith, shall not exceed $20,000,000 at any time.

“person” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

“Plan” means any employee pension benefit plan, as such term is defined in Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA (i) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by Holdings, Products, Performance Fibers or any ERISA Affiliate, or (ii) in respect of which Holdings, Products, Performance Fibers, any Subsidiary or any ERISA Affiliate is an “employer” as defined in Section 3(5) of ERISA or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be a contributing sponsor.

“Platform” has the meaning assigned to such term in Section 11.08.

“Pledged Collateral” has the meaning assigned to such term in the Security Agreement.

“PPSA” means the Personal Property Security Act (Ontario); provided, however, if the validity, attachment, perfection (or opposability), effect of perfection or of non-perfection or priority of the Collateral Agent’s security interest in any Collateral are governed by the personal property security laws or laws relating to personal or movable property of any jurisdiction other

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than Ontario, “PPSA” shall also include those personal property security laws or laws relating to movable property in such other jurisdiction for the purpose of the provisions hereof relating to such validity, attachment, perfection (or opposability), effect of perfection or of non-perfection or priority and for the definitions related to such provisions.

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

“Prime Rate” means, for any day, the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Pro Forma Basis” means, as to any person, for any events as described below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”):

(i) in making any determination of EBITDA, subject to the penultimate paragraph of the definition of “EBITDA”, pro forma effect shall be given to the Transactions, any Asset Sale, disposition, acquisition or Investment, in each case in excess of $50,000,000 (or, at Holdings’ discretion, in such lesser amount as Holdings may elect with respect to such transaction), any merger, amalgamation, consolidation, disposed operations, in each case, with respect to an operating unit of a business (or any similar transaction or transactions not otherwise permitted under Sections 7.04 or 7.05 that requires a waiver or consent of the Required Lenders and with respect to which such waiver or consent has been obtained), and to any capital expenditure, construction, repair, replacement, improvement, development, any dividend, distribution or other similar payment, any designation of any Subsidiary as an Unrestricted Subsidiary and any Subsidiary Redesignation and any operational changes, business realignment projects or initiatives, restructurings or reorganizations of the business of Holdings or any of its Subsidiaries that are expected to have a continuing impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings (the foregoing, together with any transactions related thereto or in connection therewith, the “relevant transactions”), in each case that occurred during the Reference Period or thereafter and through and including the date upon which the respective relevant transaction is consummated);

(ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes and amounts outstanding under any Permitted Receivables Financing, in

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each case not to finance any relevant transaction) issued, incurred, assumed or permanently repaid during the Reference Period or thereafter and through and including the date upon which the respective relevant transaction or issuance, incurrence, assumption or applicable repayment of Indebtedness or Liens or Asset Sale or dividend is consummated shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period (provided, that with respect to any permanent repayment of Indebtedness that results from, or utilizes the proceeds from, an Asset Sale, disposition or other similar relevant transaction, such prepayment shall only be included in a pro forma determination of Indebtedness under this clause (ii)(x) if the corresponding adjustments in Consolidated Net Income and/or EBITDA (if any) resulting from such Asset Sale, disposition or other similar relevant transaction are actually included in the pro forma determination under the preceding clause (i)), and (y) Interest Expense of such person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), (A) bearing floating interest rates, shall be computed on a pro forma basis as if the rate in effect on the date of such calculation had been the applicable rate for the entire period (taking into account any obligations pursuant to Swap Contracts applicable to such Indebtedness if such Swap Contract has a remaining term in excess of 12 months), (B) in respect of a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Holdings to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP, (C) that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the applicable Borrower may designate and (D) if being calculated in respect of on any Indebtedness under a revolving credit facility, shall be computed based upon the average daily balance of such Indebtedness during the Reference Period (provided, that with respect to any reduction in Interest Expense resulting from the repayment of Indebtedness that results from, or utilizes the proceeds from, an Asset Sale, disposition or other similar relevant transaction, such reduced Interest Expense shall only be included in a pro forma determination under this clause (ii)(y) if the corresponding adjustments in Consolidated Net Income and/or EBITDA (if any) resulting from such Asset Sale, disposition or other similar relevant transaction are actually included in the pro forma determination under the preceding clause (i) (for the avoidance of doubt, with respect to the Matane Disposition, any reduced Interest Expense resulting from the application of the proceeds will only be given effect from and after the date on which such proceeds are actually applied to prepay Indebtedness)); and

(iii) (A) upon any Subsidiary Redesignation being designated, effect shall be given to such Subsidiary Redesignation and all other Subsidiary Redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective Subsidiary Redesignation then being designated, collectively, and (B) upon any designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary, collectively.

In the event that EBITDA or any financial ratio is being calculated for purposes of determining whether Indebtedness or any Lien relating thereto may be incurred, Holdings may elect, pursuant to a certificate of a Responsible Officer delivered to the Administrative Agent, to treat all or any portion of the commitment relating thereto as being incurred at the time of such commitment (consistently applied for all purposes under this Agreement), in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes of such calculation, to be an incurrence at such subsequent time.

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Calculations made pursuant to the definition of “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of Holdings.

“Pro Forma Compliance” means, at any date of determination, that Holdings (together with its Subsidiaries on a consolidated basis) shall, on a Pro Forma Basis after giving effect to the relevant transactions (including the assumption, the issuance, incurrence and permanent repayment of Indebtedness), be in compliance with each of the Financial Covenants, recomputed as at the last day of the most recently ended fiscal quarter of Holdings and its Subsidiaries for which the financial statements and certificates required pursuant to Section 4.05 or 6.04, as applicable, have been delivered, and Holdings shall have delivered to the Administrative Agent a certificate of a Responsible Officer of Holdings to such effect, together with all relevant financial information.

“Pro Forma Financial Information” has the meaning assigned to such term in Section 4.05(a).

“Products” has the meaning assigned to such term in the preamble to this Agreement.

“Projections” means the projections of Holdings, Products and the Subsidiaries included in the Lender Presentation and any other projections and any forward looking statements (including statements with respect to booked business) of such entities furnished to the Lenders or the Administrative Agent by or on behalf of Holdings, Products or any of the Subsidiaries prior to the Restatement Date.

“Proposed Discounted Prepayment Amount” has the meaning assigned to such term in Section 2.11(f)(ii).

“Public Lender” has the meaning assigned to such term in Section 11.08.

“Qualified Equity Interests” means any Equity Interests other than Disqualified Stock.

“Qualifying Lenders” has the meaning assigned to such term in Section 2.11(f)(iv).

“Qualifying Loans” has the meaning assigned to such term in Section 2.11(f)(iv).

“Quebec Register” means either the Register of Personal and Movable Real Rights or the Land Registry Office of Quebec, as applicable.

“Reaffirmation Agreement” has the meaning specified in the Restatement Agreement.

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“Real Property” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any Loan Party, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures incidental to the ownership or lease thereof.

“Receivables Assets” means accounts receivable (including any bills of exchange) and related assets and property from time to time originated, acquired or otherwise owned by Holdings, Products or any Subsidiary.

“Receivables Net Investment” means the aggregate cash amount paid by the lenders or purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Receivables Assets or otherwise in accordance with the terms of the Permitted Receivables Documents (but excluding any such collections used to make payments of items included in clause (a)(iii) of the definition of Interest Expense); provided, however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such Receivables Net Investment shall be increased by the amount of such distribution, all as though such distribution had not been made.

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

“Reference Period” has the meaning assigned to such term in the definition of “Pro Forma Basis.”

“Refinance” has the meaning assigned to such term in the definition of “Permitted Refinancing Indebtedness,” and each of “Refinanced” and “Refinancing” has a meaning correlative thereto.

“Refinancing Amendment” means an amendment to this Agreement, among the applicable Borrower and the Lenders providing Refinancing Debt, effecting the incurrence of such Refinancing Debt in accordance with Section 2.18.

“Refinancing Debt” has the meaning specified in Section 2.18(a).

“Refinancing Debt Liens” means Liens on the assets of Holdings and the Subsidiaries securing Refinancing Debt in accordance with Section 2.18.

“Refinancing Facilities” has the meaning specified in Section 2.18(a).

“Refinancing Notes” has the meaning specified in Section 2.18(a).

“Refinancing Revolving Facility” means each USD Refinancing Revolving Facility and Multicurrency Refinancing Revolving Facility.

“Refinancing Term Facility” has the meaning specified in Section 2.18(a).

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“Refinancing Term Loans” has the meaning specified in Section 2.18(a).

“Register” has the meaning assigned to such term in Section 11.06(c).

“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any specified person, such person’s Affiliates or partners and the respective directors, trustees, officers, employees, agents, advisors or controlling persons or members of such person and such person’s Affiliates.

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the environment.

“Relevant Governmental Body” means, with (a) respect to deposits and borrowings in Dollars, the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark rate to replace LIBOR in loan agreements similar to this Agreement, and (b) with respect to deposits and borrowings in another LIBOR Quoted Currency, the applicable government body that has been endorsed or convened by the relevant national or supranational authorities with respect to such LIBOR Quoted Currency for the purpose of recommending a benchmark rate to replace LIBOR in loan agreements similar to this Agreement.

“Removal Effective Date” has the meaning assigned to such term in Section 9.06(b).

“Reportable Event” means any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

“Required Lenders” means, at any time, Lenders and Voting Participants having (i) Loans (other than Swing Line Loans) outstanding, (ii) L/C Obligations outstanding (with the aggregate amount of each Lender’s risk participation and funded participation in funded L/C Obligations being deemed “held” by such Lender), (iii) Swing Line Loans outstanding (with the aggregate amount of each Lender’s risk participation and funded participation in funded Swing Line Loans being deemed “held” by such Lender), and (iv) Revolving Facility Commitments, that taken together, represent more than 50% of the sum of all (A) Loans (other than Swing Line Loans) outstanding, (B) L/C Obligations outstanding, (C) Swing Line Loans outstanding, and (D) Revolving Facility Commitments at such time. The Loans of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. With respect to any matter requiring the approval of the Required Lenders, it is understood that Voting Participants shall have the voting rights specified in Section 11.06(i) as to such matter

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“Required Prepayment Date” has the meaning assigned to such term in Section 2.11(e).

“Required Revolving Lenders” means, at any time, Revolving Facility Lenders and Voting Participants having Revolving Facility Commitments that represent more than 50% of the sum of all Revolving Facility Commitments at such time. The Loans of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time. With respect to any matter requiring the approval of the Required Revolving Lenders, it is understood that Voting Participants shall have the voting rights specified in Section 11.06(i) as to such matter.

“Requirement of Law” means, as to any person, any law, treaty, rule, regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding upon such person or any of its property or assets or to which such person or any of its property or assets is subject.

“Resignation Effective Date” has the meaning assigned to such term in Section 9.06(a).

“Resolution Authority” means any public administrative authority, any person or any other body which has authority to exercise any Write-down and Conversion Powers (including anyan EEA Resolution Authority) or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” of any person means any executive officer or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent (or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent). Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restatement Agreement” means that certain First Restatement Agreement, dated as of the Signing Date, among Holdings, Products, Performance Fibers, certain of their subsidiaries party thereto, the Lenders party thereto and Bank of America, as Administrative Agent, to which the Restatement Date Amended and Restated Credit Agreement is attached as Annex I.

“Restatement Date” means November 17, 2017.

“Restatement Date Amended and Restated Credit Agreement” means the Original Credit Agreement, as amended, amended and restated, supplemented or otherwise modified from time to time prior to the First Amendment Effective Date.

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“Restricted Payments” has the meaning assigned to such term in Section 7.06.

“Revaluation Date” means (a) with respect to any Loan denominated in a Foreign Currency, each of the following (i) each date of a Borrowing of a Eurodollar Rate Loan denominated in a Foreign Currency, (ii) each date of a continuation of a Eurodollar Rate Loan denominated in a Foreign Currency and (iii) such additional dates as the Administrative Agent shall reasonably determine or the Required Lenders shall reasonably require; and (b) with respect to any Letter of Credit, each of the following (i) each date of issuance of a Letter of Credit denominated in a Foreign Currency, (ii) each date of an amendment of any Letter of Credit denominated in a Foreign Currency having the effect of increasing the stated amount (or maximum stated amount) thereof, (iii) each date of any payment by an L/C Issuer under any Letter of Credit denominated in a Foreign Currency, (iv) the first Business Day of each calendar month after the date of issuance of each Letter of Credit denominated in a Foreign Currency while such Letter of Credit remains outstanding, (v) in the case of all Existing Multicurrency Letters of Credit denominated in Foreign Currencies, (A) the Restatement Date and (B) the First Amendment Effective Date, and (vi) such additional dates as the Administrative Agent or any L/C Issuer of a Letter of Credit denominated in a Foreign Currency shall reasonably determine or the Required Lenders shall reasonably require; and (c) solely for purposes of the definitions of “Held Cash” and “Excess Cash” and the provisions of Section 2.11(j) (and any determinations with respect thereto), each Business Day.

“Revolver Availability” means, at any time, an amount equal to (x) the aggregate amount of the Revolving Facility Commitments, minus (y) the aggregate Revolving Facility Credit Exposure in each case at such time.

“Revolver Ratable Balance” has the meaning specified in Section 6.17(a).

“Revolver Rebalance Notice” has the meaning specified in Section 6.17(b).

“Revolving Facility” means each of the USD Revolving Facility and the Multicurrency Revolving Facility, or any of them, as the context may require.

“Revolving Facility Borrowers” has the meaning assigned to such term in the definition of “Borrower”.

“Revolving Facility Borrowing” means a Borrowing comprised of USD Revolving Facility Loans or Multicurrency Revolving Facility Loans.

“Revolving Facility Commitment” means, with respect to each Revolving Facility Lender, the commitment of such Revolving Facility Lender to make USD Revolving Facility Loans and/or Multicurrency Revolving Facility Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s USD Revolving Facility Credit Exposure and Multicurrency Revolving Facility Credit Exposure hereunder, as such commitment may be (i) reduced from time to time pursuant to Section 2.08, (ii) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 11.06, and (iii) increased as provided under Section 2.15 and/or Section 2.18. The initial amount of each Lender’s Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Revolving Facility Commitment (or Incremental Revolving Facility Commitment), as applicable.

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“Revolving Facility Credit Exposure” means, as of any date of determination, the amount of USD Revolving Facility Credit Exposure plus the amount of Multicurrency Revolving Facility Credit Exposure, as of such date.

“Revolving Facility Lender” means a Lender (including an Incremental Revolving Facility Lender) with a Revolving Facility Commitment or with outstanding Revolving Facility Loans.

“Revolving Facility Loan” means a Loan made by a USD Revolving Facility Lender or a Multicurrency Revolving Facility Lender pursuant to Section 2.01(d).

“Revolving Facility Maturity Date” means, with respect to the Multicurrency Revolving Facility or USD Revolving Facility, as applicable, the fifth anniversary of the Restatement Date.

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill Financial, Inc. (or any successor thereof).

“Sale and Lease Back Transaction” means an arrangement relating to property now owned or hereafter acquired by Holdings, Products or a Subsidiary whereby Holdings, Products or such Subsidiary transfers such property to a person and Holdings, Products or such Subsidiary leases it from such person, other than leases between any of Holdings, Products and a Subsidiary or between Subsidiaries.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (as of the First Amendment Effective Date, Crimea, Cuba, Iran, North Korea and Syria).

“Sanctioned Entity” means (a) an agency of the government of or (b) an organization directly or indirectly controlled by, a country that is subject to a sanctions program identified on the most current list maintained and published by the United States Government (including OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any member state of the European Union, Her Majesty’s Treasury (“HMT”) or the Canadian Government (collectively, “Sanctions”).

“Sanctioned Person” means (a) a person named on the most current list of Specially Designated Nationals or Blocked Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, any member state of the European Union, or on HMT’s Consolidated List of Financial Sanctions Targets, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.

“Sanctions” has the meaning assigned to such term in the definition of “Sanctioned Entity”.

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“Scheduled Unavailability Date” has the meaning specified in Section 3.03.

“SEC” means the Securities and Exchange Commission or any successor thereto.

“Second Amendment” means the Second Amendment to Amended and Restated Credit Agreement, dated as of the Second Amendment Effective Date, made among Holdings, the Borrowers, the other Loan Parties party thereto, the Administrative Agent, the Lenders party thereto, the L/C Issuers and the Voting Participants party thereto.

“Second Amendment Effective Date” means June 5, 2020.

“Secured Cash Management Agreement” means any Cash Management Agreement made by and between any Loan Party (regardless of whether such Loan Party was a Loan Party at the time that such Cash Management Agreement was entered into) or (at Holdings’ election (in its sole discretion) by written notice to the Administrative Agent) any Subsidiary that is not a Loan Party, on the one hand, and any Cash Management Bank, on the other, to the extent that such Cash Management Agreement is not otherwise designated in writing by the applicable Loan Party and such Cash Management Bank to the Administrative Agent to not be included as a Secured Cash Management Agreement.

“Secured Debt Intercreditor Agreement” has the meaning assigned to such term in Section 11.20.

“Secured Hedge Agreement” means any Swap Contract made by and between any Loan Party (regardless of whether such Loan Party was a Loan Party at the time that such Swap Contract was entered into) or (at Holdings’ election (in its sole discretion) by written notice to the Administrative Agent) any Subsidiary that is not a Loan Party, on the one hand, and any Hedge Bank, on the other, to the extent that such Swap Contract is not otherwise designated in writing by the applicable Loan Party and such Hedge Bank to the Administrative Agent to not be included as a Secured Hedge Agreement.

“Secured Parties” means the “Secured Parties” as defined in the Security Agreement.

“Securities Account” means a “securities account” (as defined in the Uniform Commercial Code).

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means the Security Agreement, in substantially the form of Exhibit E, dated as of the Initial Closing Date, among the Loan Parties party thereto from time to time and the Collateral Agent, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Security Documents” means the Mortgages, the Security Agreement and each of the security agreements and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 6.10.

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“Senior First Lien Secured Gross Debt” at any date means the remainder of (A) the aggregate principal amount of Consolidated Debt of Holdings and its Subsidiaries outstanding at such date that is then secured by Liens on all or any portion of the assets of Holdings and its Subsidiaries, less (B) the aggregate principal amount of Consolidated Debt of Holdings and its Subsidiaries outstanding at such date that is then secured only by Liens on the Collateral that are junior or subordinated to the Liens securing the Finance Obligations (other than any Obligations, including Incremental Loans or Refinancing Debt, secured by Liens that are junior in right of security to the Liens on Collateral securing any other Facility).

“Senior First Lien Secured Net Debt” at any date means (i) the remainder of (A) the aggregate principal amount of Consolidated Debt of Holdings and its Subsidiaries outstanding at such date that is then secured by Liens on all or any portion of the assets of Holdings and its Subsidiaries, less (B) the aggregate principal amount of Consolidated Debt of Holdings and its Subsidiaries outstanding at such date that is then secured only by Liens on the Collateral that are junior or subordinated to the Liens securing the Finance Obligations (other than any Obligations, including Incremental Loans or Refinancing Debt, secured by Liens that are junior in right of security to the Liens on Collateral securing any other Facility), less (ii) up to $100,000,000 of Unrestricted Cash as of such date, and less (iii) solely in connection with (and prior to the consummation of) any Permitted Business Acquisition or permitted Material Investment (and without any duplication), the aggregate amount of any Escrowed Proceeds held in accordance with the definition thereof.

“Senior Notes” means Products’ senior unsecured 5.50% notes, due 2024, issued pursuant to the Senior Notes Indenture and outstanding on the Restatement Date.

“Senior Notes Indenture” means the Indenture dated as of May 22, 2014 under which the Senior Notes were issued, among Products, the guarantors party thereto from time to time and the trustee named therein from time to time, as in effect on the Restatement Date and as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

“Signing Date” means August 17, 2017.

“Similar Business” has the meaning assigned to such term in Section 7.08.

“Special Purpose Receivables Subsidiary” means a direct or indirect Subsidiary of Holdings or Products established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with Holdings, Products or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event Holdings, Products or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law).

“Specified Investments” has the meaning specified in Section 4.12(b).

“Subagent” has the meaning specified in Section 9.01(b).

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“subsidiary” means, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (ii) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means, unless the context otherwise requires, a subsidiary of Holdings; provided, that an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of Holdings (or any other person) or any of its (or any other person’s) Subsidiaries for purposes of this Agreement.

“Subsidiary Loan Party” means, subject to Sections 9.10 and 11.22 below, (i) prior to the First Amendment Effective Date, each Initial Subsidiary Guarantor and (ii) on and after the First Amendment Effective Date, (A) each Wholly Owned Domestic Subsidiary of Holdings (other than any Borrower), whether existing on the First Amendment Effective Date or formed or acquired thereafter, other than any Immaterial Subsidiary or any Excluded Subsidiary, that becomes a party to this Agreement as a Guarantor and to the Security Agreement, (B) each other Subsidiary of Holdings (other than any Canadian Subsidiary of Holdings) that, in the sole discretion of Holdings, becomes a party to this Agreement (or a comparable Guaranty, mutually agreed, each in their sole discretion, by Holdings and the Administrative Agent) as a Guarantor and to the Security Agreement (or a comparable agreement mutually agreed, each in their sole discretion, by Holdings and the Administrative Agent), and (C) each Canadian Loan Party.

“Subsidiary Redesignation” has the meaning assigned to such term in the definition of “Unrestricted Subsidiary”.

“Successor Holdings” has the meaning assigned to such term in Section 7.05(b)(ii).

“Successor Performance Fibers” has the meaning assigned to such term in Section 7.05(b)(iii).

“Successor Products” has the meaning assigned to such term in Section 7.05(b)(i).

“Swap Contract” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such

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master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement; provided, that (i) no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings, Products or any Subsidiary, and (ii) no contract for the purchase of natural gas of which any Loan Party intends to take delivery from a counterparty in the business of supplying natural gas, shall be a Swap Contract.

“Swap Obligations” of any person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such person, whether or not allowed or allowable as a claim under any proceeding under any Debtor Relief Law) of such person in respect of any Swap Contract.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (i) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (ii) for any date prior to the date referenced in clause (i), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Commitments” means, with respect to the Swing Line Lender, $0.0.

“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder. For the avoidance of doubt, as of the First Amendment Effective Date, neither Bank of America nor any other Lender shall have any obligation or commitment to make any Swing Line Loans.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit C-2 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Revolving Facility Borrower, as applicable.

“Swing Line Sublimit” means $0.0. The Swing Line Sublimit is part of, and not in addition to, the USD Revolving Facility.

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, reasonably determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

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“Tax Distributions” has the meaning assigned to such term in Section 7.06(b).

“Tax Group” has the meaning assigned to such term in Section 7.06(b).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tembec” means Tembec Inc., a corporation continued and existing under the laws of Canada and its successors.

“Tembec Arrangement Agreement” has the meaning specified in the Restatement Agreement.

“Tembec Material Adverse Effect” has the meaning specified in the Restatement Agreement.

“Tembec Refinancing Transactions” has the meaning specified in the Restatement Agreement.

“Tembec Signing Date” has the meaning specified in the Restatement Agreement.

“Term A-1 Borrowing” means a Borrowing comprised of Term A-1 Loans.

“Term A-1 Facility” means the Term A-1 Loan Commitments and the Term A-1 Loans made hereunder.

“Term A-1 Facility Maturity Date” means the fifth anniversary of the Restatement Date.

“Term A-1 Lender” means (a) at any time on or prior to the Restatement Date, any Lender that has a Term A-1 Loan Commitment at such time and (b) at any time after the Restatement Date, any Lender that holds Term A-1 Loans at such time.

“Term A-1 Loan Commitment” means with respect to each Lender, the commitment of such Lender to make Term A-1 Loans as set forth in Section 2.01(a) or Incremental Term Loans in the form of Term A-1 Loans as set forth in Section 2.01(c). The initial amount of each Lender’s Term A-1 Loan Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Term A-1 Loan Commitment (or its Incremental Term Loan Commitment), as applicable. The aggregate amount of the Term A-1 Loan Commitments on the Signing Date is $230,000,000.

“Term A-1 Loan Installment Amount” means, (i) for each of the first twelve Term A-1 Loan Installment Dates, an amount equal to 1.250% of the aggregate principal amount of Term A-1 Loans made on the Restatement Date and (ii) for each of the thirteenth through twentieth Term A-1 Loan Installment Dates, an amount equal to 1.875% of the aggregate principal amount of Term A-1 Loans made on the Restatement Date.

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“Term A-1 Loan Installment Date” the 26^th day of March, June, September and December, commencing with the 26^th day of the first such month to occur at the end of the first full calendar quarter following the Restatement Date (if any such date is not a Business Day, then the applicable Term A-1 Loan Installment Date shall be deemed to be the immediately preceding Business Day).

“Term A-1 Loans” means the term loans made by the Lenders to Products pursuant to Section 2.01(a) and any Incremental Term Loans in the form of Term A-1 Loans made by the Incremental Term Lenders to the applicable Borrower pursuant to Section 2.01(c).

“Term A-2 Borrowing” means a Borrowing comprised of Term A-2 Loans.

“Term A-2 Facility” means the Term A-2 Loan Commitments and the Term A-2 Loans made hereunder.

“Term A-2 Facility Maturity Date” means the earlier of (a) the seventh anniversary of the Restatement Date and (b) the 91st day prior to the maturity of the Senior Notes or any Permitted Refinancing Indebtedness with respect thereto.

“Term A-2 Lender” means (a) at any time on or prior to the Restatement Date, any Lender that has a Term A-2 Loan Commitment at such time and (b) at any time after the Restatement Date, any Lender that holds Term A-2 Loans at such time.

“Term A-2 Loan Commitment” means with respect to each Lender, the commitment of such Lender to make Term A-2 Loans as set forth in Section 2.01(b) or Incremental Term Loans in the form of Term A-2 Loans as set forth in Section 2.01(c). The initial amount of each Lender’s Term A-2 Loan Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Term A-2 Loan Commitment (or its Incremental Term Loan Commitment), as applicable. The aggregate amount of the Term A-2 Loan Commitments on the Signing Date is $450,000,000.

“Term A-2 Loan Installment Amount” means, for each Term A-2 Loan Installment Date, an amount equal to 0.250% of the aggregate principal amount of Term A-2 Loans made on the Restatement Date.

“Term A-2 Loan Installment Date” the 26^th day of March, June, September and December, commencing with the 26^th day of the first such month to occur at the end of the first full calendar quarter following the Restatement Date (if any such date is not a Business Day, then the applicable Term A-2 Loan Installment Date shall be deemed to be the immediately preceding Business Day).

“Term A-2 Loans” means the term loans made by the Lenders to Performance Fibers pursuant to Section 2.01(b) and any Incremental Term Loans in the form of Term A-2 Loans made by the Incremental Term Lenders to the applicable Borrower pursuant to Section 2.01(c).

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“Term Borrowing” means any Term A-1 Borrowing, Term A-2 Borrowing or any Incremental Term Borrowing.

“Term Facilities” means the Term A-1 Facility and the Term A-2 Facility.

“Term Facility Maturity Date” means the Term A-1 Facility Maturity Date, the Term A-2 Facility Maturity Date and/or any Incremental Term Facility Maturity Date, as the case may be.

“Term Lender” means the Term A-1 Lenders, the Term A-2 Lenders and any Lender holding Incremental Term Loans or Incremental Term Loan Commitments.

“Term Loans” means the Term A-1 Loans, the Term A-2 Loans and/or the Incremental Term Loans.

“Termination Date” means the date on which (a) all Commitments shall have been terminated, (b) the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims not then due) and (c) all Letters of Credit (other than those that have been Cash Collateralized) have been cancelled or have expired and all amounts drawn or paid thereunder have been reimbursed in full.

“Test Date” has the meaning specified in Section 7.04.

“Test Period” means, on any date of determination, the period of four consecutive fiscal quarters of Holdings then most recently ended (taken as one accounting period).

“Title Policy” and “Title Policies” shall have the meanings set forth in the definition of “Collateral and Guarantee Requirement.”

“Total Gross Senior First Lien Secured Leverage Ratio” means, on any date,

(a) solely for purposes of determining compliance with Section 5.05(d), the ratio, calculated on a Pro Forma Basis, of (i) Senior First Lien Secured Gross Debt as of such date, to (ii) EBITDA for the period of the last 12 Fiscal Months then-ended prior to the date of such determination for which the monthly report of Holdings required pursuant to Section 6.04(c) (and not the financial statements previously delivered under Section 6.04(a) or (b)) has been delivered to the Administrative Agent, in each case all determined on a consolidated basis, consistent with past practice; and

(b) for all other purposes under this Agreement, the ratio, calculated on a Pro Forma Basis, of (i) Senior First Lien Secured Gross Debt as of such date, to (ii) EBITDA for the period of the most recent four consecutive fiscal quarters ended prior to the date of such determination for which consolidated financial statements of Holdings have been delivered to the Administrative Agent in accordance with Section 6.04(a) or 6.04(b), as applicable, in each case all determined on a consolidated basis in accordance with GAAP.

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“Total Net Leverage Ratio” means, on any date, the ratio, calculated on a Pro Forma Basis, of (i) (x) the aggregate principal amount of Consolidated Debt of Holdings and its Subsidiaries outstanding at such date, less (y) up to $100,000,000 of Unrestricted Cash as of such date, and less (z) solely in connection with (and prior to the consummation of) any Permitted Business Acquisition or permitted Material Investment (and without any duplication), the aggregate amount of any Escrowed Proceeds held in accordance with the definition thereof, to (ii) EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of Holdings have been delivered to the Administrative Agent in accordance with Section 6.04(a) or (b), as applicable, all determined on a consolidated basis in accordance with GAAP.

“Total Net Leverage Ratio Test” means, at any time, that the Total Net Leverage Ratio does not exceed 5.00:1.00.

“Total Net Senior First Lien Secured Leverage Ratio” means, on any date,

(a) solely for purposes of determining compliance with Section 5.05(d), the ratio, calculated on a Pro Forma Basis, of (i) Senior First Lien Secured Net Debt as of such date, to (ii) EBITDA for the period of the last 12 Fiscal Months then-ended prior to the date of such determination for which the monthly report of Holdings required pursuant to Section 6.04(c) has been delivered to the Administrative Agent, in each case all determined on a consolidated basis, consistent with past practice (and not the financial statements previously delivered under Section 6.04(a) or (b)); and

(b) for all other purposes under this Agreement, “Total Net Senior First Lien Secured Leverage Ratio” means, on any date, the ratio, calculated on a Pro Forma Basis, of (i) Senior First Lien Secured Net Debt as of such date, to (ii) EBITDA for the period of the most recent four consecutive fiscal quarters ended prior to the date of such determination for which consolidated financial statements of Holdings have been delivered to the Administrative Agent in accordance with Section 6.04(a) or 6.04(b), as applicable, in each case all determined on a consolidated basis in accordance with GAAP.

“Transactions” means (i) the acquisition by Holdings or one of its Wholly Owned Subsidiaries of all of the outstanding common shares of Tembec pursuant to the Tembec Arrangement Agreement (the “Acquisition”), (ii) (x) the Tembec Refinancing Transactions and (y) the repayment, redemption, discharge and/or other satisfaction of certain other existing indebtedness of Tembec and/or its subsidiaries, (iii) the refinancing in full of the indebtedness outstanding under the Original Credit Agreement, (iv) the execution of, and borrowing under, the Facilities on the Restatement Date, (v) all transactions in connection therewith and related thereto, and (vi) the payment of all related fees, commissions and expenses incurred in connection with the foregoing.

“Type” means, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Adjusted Eurodollar Rate and the Base Rate.

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“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“UK Bail-In Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unfunded Pension Liability” means the amount of unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“Unreimbursed Amount” means the USD Unreimbursed Amount and the Multicurrency Unreimbursed Amount.

“Unrestricted Cash” means cash or Permitted Investments (other than Permitted Investments described in clause (x) of the definition thereof) of Holdings or any of its Subsidiaries, in each case held in the applicable country in which such person is incorporated or otherwise organized, denominated in Dollars, Euros, Canadian Dollars or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), any other currency, and that would not appear as “restricted” on a consolidated balance sheet of Holdings or any of its Subsidiaries.

“Unrestricted Subsidiary” means each subsidiary of Holdings identified on Schedule 1.01(e) as having been designated as an Unrestricted Subsidiary prior to the First Amendment Effective Date (for the avoidance of doubt, no further Unrestricted Subsidiaries may be designated from and after the First Amendment Effective Date). Holdings may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) Holdings shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of Holdings, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clause (i).

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“U.S. Bankruptcy Code” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“U.S. Person” means any person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).

“USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Public Law No. 107-56 (signed into law October 26, 2001)), as amended or otherwise modified from time to time.

“USD Commitment Fee” has the meaning specified in Section 2.12(a).

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

“USD L/C Borrowing” means an extension of credit resulting from a drawing under any USD Letter of Credit which has not been reimbursed, or refinanced as a USD Revolving Facility Borrowing, by the USD L/C Honor Date. All USD L/C Borrowings shall be denominated in Dollars.

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

“USD L/C Honor Date” has the meaning specified in Section 2.05(c)(i)(A).

“USD L/C Issuer” means (i) CoBank, in its capacity as issuer of USD Letters of Credit under Section 2.05(b), and its successor or successors in such capacity, (ii) the issuer of any Existing USD Letter of Credit provided such person (subject to the next sentence) is a USD Revolving Facility Lender and (iii) any other USD Revolving Facility Lender which Products shall have designated (with such USD Revolving Facility Lender’s consent) as an “USD L/C Issuer” by notice to the Administrative Agent (including any USD Revolving Facility Lender designated as such as a replacement for any USD L/C Issuer who is at the time of such appointment a Defaulting Lender) that is reasonably acceptable to the Administrative Agent, in each case, for so long as CoBank or such other USD L/C Issuer, as the case may be, shall have a USD Letter of Credit Commitment. Notwithstanding the foregoing, with respect to each Existing USD Letter of Credit, in the event the issuer of such Existing USD Letter of Credit is not itself a USD Revolving Facility Lender, but is an Affiliate or branch of a USD Revolving Facility Lender, then such issuer shall also be deemed to be a USD L/C Issuer for the purposes of this Agreement and the other Loan Documents. Each USD L/C Issuer may, in its good faith discretion, arrange for one or more USD Letters of Credit to be issued by Affiliates or branches of such USD L/C Issuer, in which case for the purposes of this Agreement and the other Loan Documents the term “USD L/C Issuer” shall include any such Affiliate or branch with respect to USD Letters of Credit issued by such Affiliate or branch.

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“USD L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding USD Letters of Credit plus the aggregate of all USD Unreimbursed Amounts, including (without duplication) all USD L/C Borrowings. For purposes of computing the amount available to be drawn under any USD Letter of Credit, the amount of such USD Letter of Credit shall be determined in accordance with Section 1.03. For all purposes of this Agreement, if on any date of determination a USD Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such USD Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“USD Letter of Credit” means any letter of credit or bank guarantee issued under the USD Revolving Facility hereunder providing for the payment of cash upon the honoring of a presentation thereunder. A USD Letter of Credit may be standby letter of credit or bank guaranty or, if made available by any USD L/C Issuer (in its sole and absolute discretion), a trade or commercial letter of credit issued by such USD L/C Issuer.

“USD Letter of Credit Commitment” means, as to any USD L/C Issuer, (a) the amount set forth opposite such USD L/C Issuer’s name on Schedule 2.01 under the caption “USD Letter of Credit Commitment” or (b) if such USD L/C Issuer has entered into one or more Assignment and Acceptances, the amount set forth for such USD L/C Issuer in the Register as such USD L/C Issuer’s “USD Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.08.

“USD Letter of Credit Fee” has the meaning specified in Section 2.05(h).

“USD Letter of Credit Sublimit” means, at any time, an amount equal to the lesser of (a) $40,000,000 and (b) the aggregate amount of the USD L/C Issuers’ USD Letter of Credit Commitments at such time, as such amount may be reduced pursuant to Section 2.08. The USD Letter of Credit Sublimit is part of, and not in addition to, the USD Revolving Facility.

“USD Refinancing Revolving Facility” has the meaning specified in Section 2.18(a).

“USD Revolving Facility” means the USD Revolving Facility Commitments (including any Incremental USD Revolving Facility Commitments) and the extensions of credit made hereunder by the USD Revolving Facility Lenders (including, for the avoidance of doubt, all USD Letters of Credit and Swing Line Loans).

“USD Revolving Facility Borrowing” means a Borrowing comprised of USD Revolving Facility Loans.

“USD Revolving Facility Commitment” means, with respect to each USD Revolving Facility Lender, the commitment of such USD Revolving Facility Lender to make USD Revolving Facility Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of such USD Revolving Facility Lender’s USD Revolving

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Facility Credit Exposure hereunder, as such commitment may be (i) reduced from time to time pursuant to Section 2.08, (ii) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 11.06, and (iii) increased as provided under Section 2.15 and/or Section 2.18. The initial amount of each Lender’s USD Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its USD Revolving Facility Commitment (or Incremental USD Revolving Facility Commitment), as applicable. The aggregate amount of the Lenders’ USD Revolving Facility Commitments on the First Amendment Effective Date is $84,000,000.

“USD Revolving Facility Credit Exposure” means, at any time, the sum of (a) the aggregate principal amount of the USD Revolving Facility Loans outstanding at such time, (b) the aggregate principal amount of the Swing Line Loans outstanding at such time and (c) the aggregate principal amount of USD L/C Obligations outstanding at such time. The USD Revolving Facility Credit Exposure of any USD Revolving Facility Lender at any time shall be the product of (x) such USD Revolving Facility Lender’s USD Revolving Facility Percentage and (y) the aggregate USD Revolving Facility Credit Exposure of all USD Revolving Facility Lenders, collectively, at such time.

“USD Revolving Facility Credit Exposure Percentage” has the meaning specified in Section 6.17(a).

“USD Revolving Facility Lender” means a Lender with a USD Revolving Facility Commitment (including an Incremental USD Revolving Facility Commitment) or with outstanding USD Revolving Facility Loans.

“USD Revolving Facility Loan” means a Loan made by a USD Revolving Facility Lender in respect of its USD Revolving Facility Commitment pursuant to Section 2.01(d).

“USD Revolving Facility Percentage” means, with respect to any USD Revolving Facility Lender, the percentage of the total USD Revolving Facility Commitments represented by such Lender’s USD Revolving Facility Commitment, subject to adjustment as provided in Section 2.17. If the USD Revolving Facility Commitments have terminated or expired, the USD Revolving Facility Percentages shall be determined based upon the USD Revolving Facility Commitments most recently in effect, giving effect to any subsequent assignments pursuant to Section 11.06.

“USD Unreimbursed Amount” has the meaning specified in Section 2.05(c)(i).

“Voting Participant” has the meaning specified in Section 11.06(i).

“Voting Participant Notification” has the meaning specified in Section 11.06(i).

“Waivable Mandatory Prepayment” has the meaning assigned to such term in Section 2.11(e).

“Wholly Owned Canadian Subsidiary” of any person means a subsidiary of such person that is both a Canadian Subsidiary and a Wholly Owned Subsidiary.

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“Wholly Owned Domestic Subsidiary” of any person means a subsidiary of such person that is both a Domestic Subsidiary and a Wholly Owned Subsidiary.

“Wholly Owned Subsidiary” of any person means a subsidiary of such person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable Law) are owned by such person or one or more Wholly Owned Subsidiaries of such person.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the Loan Parties and the Administrative Agent.

“Write-Down and Conversion Powers” means:

(a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule from time to time, the write down and conversion powers described in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(b) with respect to any UKthe United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation, (i) any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a Person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a Personany UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Personperson or any other Person,person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and (ii) any similar or analogous powers under that UK Bail-In Legislation.

Section 1.02 Terms Generally.

(a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the requirements hereof and thereof. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time

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to time; provided, that, if Products notifies the Administrative Agent that Products requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Initial Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Products that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

(b) For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (a) “personal property” shall be deemed to include “movable property”, (b) “real property” shall be deemed to include “immovable property”, (c) “tangible property” shall be deemed to include “corporeal property”, (d) “intangible property” shall be deemed to include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall be deemed to include a “hypothec”, “prior claim” and a “resolutory clause,” (f) all references to filing, registering or recording under “the Code” or the PPSA shall be deemed to include publication under the Civil Code of Quebec, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to an “opposable” or “set up” Liens as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (i) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall be deemed to include a “mandatary,” (k) “construction liens” shall be deemed to include “legal hypothecs”, (l) “joint and several” shall be deemed to include “solidary” and “jointly and severally” shall be deemed to include “solidarily” (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall be deemed to include “ownership”, (o) “easement” shall be deemed to include “servitude”, (p) “priority” shall be deemed to include “rank” or “prior claim”, as applicable, (q) “survey” shall be deemed to include “certificate of location and plan”, (r) “fee simple title” shall be deemed to include “absolute ownership”, (s) “leasehold interest” shall be deemed to include “rights resulting from a lease” and (t) “lease” shall be deemed to include a “contract of leasing (crédit-bail)”. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only (except if another language is required under any applicable law) and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement (sauf si une autre langue est requise en vertu d’une loi applicable).

Section 1.03 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or

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more automatic increases in the stated amount thereof, the Dollar Equivalent of the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.04 Rounding. Any financial ratios required to be maintained by Products pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05 Exchange Rates; Ratio and Basket Calculations.

(a) The Administrative Agent or any Multicurrency L/C Issuer, as applicable, shall determine the Exchange Rate in respect of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Multicurrency Revolving Facility Loans and Multicurrency L/C Obligations denominated in Foreign Currencies. Such Exchange Rates shall become effective as of such Revaluation Date and shall be the Exchange Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Holdings hereunder or calculating financial ratios hereunder, or except as otherwise provided herein (including clauses (c) and (d) below), the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or any Multicurrency L/C Issuer, as applicable, based on the Exchange Rate in respect of the date of such determination as if such date were the Revaluation Date.

(b) Wherever in this Agreement in connection with the issuance, amendment or extension of a Multicurrency Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Multicurrency Letter of Credit is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency equivalent of such Dollar amount (rounded to the nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or any Multicurrency L/C Issuer, as applicable, on the basis of the Exchange Rate (determined in respect of the most recent Revaluation Date).

(c) Notwithstanding the foregoing, for purposes of determining compliance with any covenant in Article VII, (i) with respect to any Indebtedness, Lien, Investment, Restricted Payment, Asset Sale, acquisition, transaction with Affiliates or payment or other distribution of or in respect of any Junior Financing or Canadian Financing (each a “Covenant Transaction”) in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Covenant Transaction is created, made or incurred, and (ii) with respect to any Covenant Transaction created, incurred or made in reliance on a provision that makes reference to a percentage of Consolidated Total Assets, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in the amount of Consolidated Total Assets occurring after the time such Covenant Transaction is created, made or incurred in reliance on such provision.

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(d) For purposes of determining compliance with any covenant in Article VII (other than the Financial Covenants), with respect to the amount of any Covenant Transaction in a currency other than Dollars, such amount (i) if created, incurred or made in reliance on a fixed Dollar basket, will be converted into Dollars by Holdings based on the relevant Exchange Rate in effect on the Restatement Date, and (ii) if created, incurred or made in reliance on a percentage or ratio basket, will be converted into Dollars by Holdings based on the relevant Exchange Rate in effect on the most recent Revaluation Date preceding the date such Covenant Transaction is created, incurred or made and such percentage or ratio basket will be measured at the time such Covenant Transaction is created, incurred or made. For purposes of determining compliance with Section 7.10, amounts in currencies other than Dollars shall be translated into Dollars by Holdings at the Exchange Rate used in preparing Holdings’ most recently delivered annual or quarterly financial statements.

(e) For purposes of determining compliance with any restrictive covenant (including Section 2.15 and the definition of “Incremental Amount”), with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement under a restrictive covenant (including Section 2.15 and the definition of “Incremental Amount”) that does not require compliance with a financial ratio or test (including, without limitation, any Total Gross Senior First Lien Secured Leverage Ratio, any Total Net Senior First Lien Secured Leverage Ratio, any Total Net Leverage Ratio and any Leverage Ratio Test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement in the same restrictive covenant (including Section 2.15 and the definition of “Incremental Amount”) that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence.

(f) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Base Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

(g) The Administrative Agent (or the applicable Multicurrency L/C Issuer, if applicable) shall provide written notice to Holdings of the Exchange Rate on the Restatement Date and each Revaluation Date.

(h) If at any time on or following the Signing Date all of the Participating Member States that had adopted the Euro as their lawful currency on or prior to the Signing Date cease to have the Euro as their lawful national currency unit, then Holdings, the Administrative Agent, and the Lenders will negotiate in good faith to amend the Loan Documents to (a) follow any generally accepted conventions and market practice with respect to redenomination of obligations originally denominated in Euro, and (b) otherwise appropriately reflect the change in currency.

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ARTICLE II

THE CREDITS

Section 2.01 Commitments. Subject to the terms and conditions set forth herein:

(a) each Lender having a Term A-1 Loan Commitment on the Restatement Date severally agrees to make Term A-1 Loans to Products on the Restatement Date in a principal amount not to exceed its Term A-1 Loan Commitment;

(b) each Lender having a Term A-2 Loan Commitment on the Restatement Date severally agrees to make Term A-2 Loans to Performance Fibers on the Restatement Date in a principal amount not to exceed its Term A-2 Loan Commitment;

(c) each Lender having an Incremental Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower in an aggregate principal amount not to exceed its Incremental Commitment; and

(d) subject in each case to Section 6.17, (x) each USD Revolving Facility Lender severally agrees to make USD Revolving Facility Loans to the applicable Revolving Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s USD Revolving Facility Commitment, provided, however, that after giving effect to any USD Revolving Facility Borrowing, (i) the USD Revolving Facility Credit Exposure shall not exceed the USD Revolving Facility Commitments and (ii) the USD Revolving Facility Credit Exposure of any USD Revolving Facility Lender shall not exceed such Lender’s USD Revolving Facility Commitment; and (y) each Multicurrency Revolving Facility Lender severally agrees to make Multicurrency Revolving Facility Loans to the applicable Revolving Facility Borrower from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Multicurrency Revolving Facility Commitment, which Multicurrency Revolving Facility Loans shall be denominated in Dollars, provided, however, that after giving effect to any Multicurrency Revolving Facility Borrowing, (i) the Multicurrency Revolving Facility Credit Exposure shall not exceed the Multicurrency Revolving Facility Commitments and (ii) the Multicurrency Revolving Facility Credit Exposure of any Multicurrency Revolving Facility Lender shall not exceed such Lender’s Multicurrency Revolving Facility Commitment. Within the limits of each Lender’s USD Revolving Facility Commitment or Multicurrency Revolving Facility Commitment, as applicable, and subject to the other terms and conditions hereof, the Revolving Facility Borrowers may borrow under this Section 2.01(d), prepay under Section 2.11 and reborrow under this Section 2.01(d).

Section 2.02 Loans and Borrowings.

(a) Each Loan shall be made as part of a Borrowing consisting of Loans under the same Facility and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility (or in the case of Swing Line Loans, in

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accordance with their respective Swing Line Commitments); provided, however, that (x) USD Revolving Facility Loans shall be made by USD Revolving Facility Lenders ratably in accordance with their respective USD Revolving Facility Percentages on the date such Loans are made hereunder and (y) Multicurrency Revolving Facility Loans shall be made by Multicurrency Revolving Facility Lenders ratably in accordance with their respective Multicurrency Revolving Facility Percentages on the date such Loans are made hereunder, in each case subject to the provisions of Section 6.17. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided, that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 3.03, each Borrowing shall be comprised entirely of Base Rate Loans or Eurodollar Rate Loans as the applicable Borrower may request in accordance herewith. Each Swing Line Borrowing shall be a Base Rate Borrowing. Each Lender at its option may make any Base Rate Loan or Eurodollar Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided, that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the USD Revolving Facility Commitments or the Multicurrency Revolving Facility Commitments, as applicable, or that is required to finance the reimbursement in respect of Letters of Credit as contemplated by Section 2.05(c). Each Swing Line Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type and under more than one Facility may be outstanding at the same time; provided, that there shall not at any time be more than a total of 12 Eurodollar Rate Borrowings outstanding under the Facilities.

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

Section 2.03 Requests for Borrowings. To request a Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by (A) telephone, or (B) a Borrowing Request; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Borrowing Request (which may be delivered by facsimile or other electronic means of written communication in accordance with Section 11.02). Each such Borrowing Request must be received (a) in the case of a Eurodollar Rate Borrowing denominated in Dollars, not later than 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of a Base Rate Borrowing in Dollars, not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

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(i) (A) whether such Borrowing is to be a Borrowing of Term A-1 Loans, Term A-2 Loans, USD Revolving Facility Loans, Multicurrency Revolving Facility Loans, Other Revolving Loans, Other Term Loans or Refinancing Term Loans, and (B) in the case of Multicurrency Revolving Facility Loans, the currency thereof;

(ii) the aggregate amount of (A) the requested Borrowing and (B) in the case of a Borrowing of (x) USD Revolving Facility Loans, all USD Revolving Facility Loans to be outstanding (after giving effect to the requested Borrowing) and (y) Multicurrency Revolving Facility Loans, all Multicurrency Revolving Facility Loans to be outstanding (after giving effect to the requested Borrowing);

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

(iv) whether such Borrowing is to be a Base Rate Borrowing or a Eurodollar Rate Borrowing;

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

(vi) in the case of any Borrowing to be made under the Revolving Facility, any Incremental Facility or any Refinancing Facility, the identity of the Revolving Facility Borrower for such Borrowing;

(vii) the location and number of the applicable Borrower’s account to which funds are to be disbursed; and

(viii) calculations demonstrating, on a Pro Forma Basis, (A) satisfaction of the condition set forth in Section 5.05(d) and (B) compliance with the Revolver Availability Test set forth in Section 7.10(c), in each case substantially in the form of Exhibit C-1A attached hereto (or such other form as may be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed)).

If the applicable Borrower fails to specify a Type of Loan in a Borrowing Request or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the Loans shall be made as, or converted to, Base Rate Loans (except with respect to Multicurrency Revolving Facility Loans requested in a Foreign Currency, which shall be made in such Foreign Currency, as Eurodollar Rate Loans with an Interest Period of one month’s duration). Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the applicable Borrower fails to specify a currency in a Borrowing Request in respect of Multicurrency Revolving Facility Loans, then the Loans so requested shall be made in Dollars. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

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Section 2.04 Swing Line Loans.

For the avoidance of doubt, as of the First Amendment Effective Date, Swing Line Loans shall not be available under this Agreement.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may make loans in its sole discretion (each such loan, a “Swing Line Loan”) to one or more Revolving Facility Borrowers, as applicable, from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the USD Revolving Facility Percentage of the Outstanding Amount of USD Revolving Facility Loans and USD L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s USD Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the USD Revolving Facility Credit Exposure shall not exceed the total USD Revolving Facility Commitment and (ii) the USD Revolving Facility Credit Exposure of any Lender (other than the Swing Line Lender on account of its Swing Line Loans) shall not exceed such Lender’s USD Revolving Facility Commitment, (y) the Revolving Facility Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it has, or by making of such Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Revolving Facility Borrowers may borrow under this Section 2.04, prepay under Section 2.11, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each USD Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s USD Revolving Facility Percentage multiplied by the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon any Revolving Facility Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., Local Time, on the requested borrowing date or such later time on the requested borrowing date as may be approved by the Swing Line Lender in its sole discretion, and shall specify (i) the amount to be borrowed, which shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any USD Revolving Facility Lender) prior to 2:00 p.m., Local Time, on the date of the proposed Swing Line Borrowing (A) directing

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the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.05 is not then satisfied or waived (and one or more such conditions are not in fact satisfied or waived), then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., Local Time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to such Revolving Facility Borrower in immediately available funds either by (i) crediting the account of such Revolving Facility Borrower on the books of the Swing Line Lender with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Swing Line Lender by such Revolving Facility Borrower.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the applicable Revolving Facility Borrower (each of which hereby irrevocably authorizes the Swing Line Lender to so request on its respective behalf), that each USD Revolving Facility Lender make a Base Rate Loan in an amount equal to such Lender’s USD Revolving Facility Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.02 and 2.03, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the amount of the remaining unutilized portion of the USD Revolving Facility and the conditions set forth in Section 5.05. The Swing Line Lender shall furnish the applicable Revolving Facility Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each USD Revolving Facility Lender shall make an amount equal to its USD Revolving Facility Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. Local Time, on the day specified in such Borrowing Request, whereupon, subject to Section 2.04(c)(ii), each USD Revolving Facility Lender that so makes funds available shall be deemed to have made a Base Rate Loan to such Revolving Facility Borrower, as applicable, in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Facility Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the USD Revolving Facility Lenders fund its risk participation in the relevant Swing Line Loan and each USD Revolving Facility Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

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(iii) If any USD Revolving Facility Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such USD Revolving Facility Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s USD Revolving Facility Loan included in the relevant Revolving Facility Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each USD Revolving Facility Lender’s obligation to make USD Revolving Facility Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the applicable Revolving Facility Borrower or any other person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each USD Revolving Facility Lender’s obligation to make USD Revolving Facility Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.05.

(d) Repayment of Participations.

(i) At any time after any USD Revolving Facility Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such USD Revolving Facility Lender its USD Revolving Facility Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each USD Revolving Facility Lender shall pay to the Swing Line Lender its USD Revolving Facility Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

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(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the applicable Revolving Facility Borrower under the USD Revolving Facility for interest on the Swing Line Loans. Until each USD Revolving Facility Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such USD Revolving Facility Lender’s USD Revolving Facility Percentage of any Swing Line Loan, interest in respect of such USD Revolving Facility Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The applicable Revolving Facility Borrower (or Products on its behalf, if applicable) shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g) Defaulting Lenders. Notwithstanding anything to the contrary contained in this Section 2.04, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when any USD Revolving Facility Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements satisfactory to it to eliminate its Fronting Exposure (after giving effect to Section 2.16) with respect to any Defaulting Lender’s risk participations in, and all other obligations in respect of, Swing Line Loans, including by cash collateralizing such Defaulting Lender’s USD Revolving Facility Percentage of all Swing Line Loans outstanding or to be outstanding hereunder.

Section 2.05 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) (A) Subject to the terms and conditions set forth herein and to the terms of Section 6.17, (I) each USD L/C Issuer agrees (subject to the amount of its USD Letter of Credit Commitment), in reliance upon the agreements of the USD Revolving Facility Lenders set forth in this Section 2.05, (1) from time to time on any Business Day during the period from the Restatement Date until the Letter of Credit Expiration Date, to issue USD Letters of Credit denominated in Dollars for the account of Holdings, the applicable Revolving Facility Borrower or the Subsidiaries, and to amend or extend USD Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the USD Letters of Credit; and (II) the USD Revolving Facility Lenders severally agree to participate in USD Letters of Credit issued for the account of Holdings, the applicable Revolving Facility Borrower or the Subsidiaries and any drawings thereunder; provided that after giving effect to any USD L/C Credit Extension with respect to any USD Letter of Credit, (wv) the aggregate amount available to be drawn under all USD Letters of Credit issued by the applicable USD L/C Issuer issuing such USD Letter of Credit shall not exceed such USD L/C Issuer’s USD Letter of Credit Commitment (provided, that any L/C Issuer may, following a request from the applicable Revolving Facility Borrower, each in its sole discretion,

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issue USD Letters of Credit in an aggregate available amount in excess of such USD L/C Issuer’s USD Letter of Credit Commitment, subject to clauseclauses (y) and (z) below), (xw) the USD Revolving Facility Credit Exposure shall not exceed the total USD Revolving Facility Commitments, (yx) the USD Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s USD Revolving Facility Commitment and, (zy) the Outstanding Amount of the USD L/C Obligations shall not exceed the USD Letter of Credit Sublimit and (z) the sum of (I) the Outstanding Amount of USD L/C Obligations and (II) the Dollar Equivalent of the Outstanding Amount of Multicurrency L/C Obligations shall not exceed the Aggregate Letter of Credit Sublimit. Notwithstanding anything to the contrary provided in this Agreement, each letter of credit listed on Schedule 2.05(a)(i)(A) (as may be updated pursuant to Section 11.01 of this Agreement) (each, an “Existing USD Letter of Credit”) shall be deemed issued under the USD Revolving Facility under this Agreement from and after the Restatement Date.

(B) Subject to the terms and conditions set forth herein and to the terms of Section 6.17, (I) each Multicurrency L/C Issuer agrees (subject to the amount of its Multicurrency Letter of Credit Commitment), in reliance upon the agreements of the Multicurrency Revolving Facility Lenders set forth in this Section 2.05, (1) from time to time on any Business Day during the period from the Restatement Date until the Letter of Credit Expiration Date, to issue Multicurrency Letters of Credit denominated in Dollars or any Foreign Currency for the account of Holdings, the applicable Revolving Facility Borrower or the Subsidiaries, and to amend or extend Multicurrency Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Multicurrency Letters of Credit; and (II) the Multicurrency Revolving Facility Lenders severally agree to participate in Multicurrency Letters of Credit issued for the account of Holdings, the applicable Revolving Facility Borrower or the Subsidiaries and any drawings thereunder; provided that after giving effect to any Multicurrency L/C Credit Extension with respect to any Multicurrency Letter of Credit, (wv) the aggregate amount available to be drawn under all Multicurrency Letters of Credit issued by the applicable Multicurrency L/C Issuer issuing such Multicurrency Letter of Credit shall not exceed such L/C Issuer’s Multicurrency Letter of Credit Commitment (provided, that any Multicurrency L/C Issuer may, following a request from the applicable Revolving Facility Borrower, each in its sole discretion, issue Multicurrency Letters of Credit in an aggregate available amount in excess of such L/C Issuer’s Multicurrency Letter of Credit Commitment, subject to clauseclauses (y) and (z) below), (xw) the Multicurrency Revolving Facility Credit Exposure shall not exceed the total Multicurrency Revolving Facility Commitments, (yx) the Multicurrency Revolving Facility Credit Exposure of any Lender shall not exceed such Lender’s Multicurrency Revolving Facility Commitment and, (zy) (I) the Dollar Equivalent of the Outstanding Amount of the Multicurrency L/C Obligations shall not exceed the Multicurrency Letter of Credit Sublimit and (II) the Outstanding Amount of the Multicurrency L/C Obligations with respect to

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Multicurrency Letters of Credit that are denominated or issued in Canadian Dollars shall not exceed the Canadian Dollar Letter of Credit Sublimit and (z) the sum of (I) the Outstanding Amount of USD L/C Obligations and (II) the Dollar Equivalent of the Outstanding Amount of Multicurrency L/C Obligations shall not exceed the Aggregate Letter of Credit Sublimit. Notwithstanding anything to the contrary provided in this Agreement, each letter of credit listed on Schedule 2.05(a)(i)(B) (as may be updated pursuant to Section 11.01 of this Agreement) (each, an “Existing Multicurrency Letter of Credit”) shall be deemed issued under the Multicurrency Revolving Facility under this Agreement from and after the Restatement Date.

(C) Each request by a Revolving Facility Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Revolving Facility Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to clauses (a)(i)(A) and (a)(i)(B) above, as applicable. Within the foregoing limits, and subject to the terms and conditions hereof, each Revolving Facility Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Revolving Facility Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) No L/C Issuer shall issue any Letter of Credit if:

(A) subject to Section 2.05(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

(B) unless such L/C Issuer has otherwise agreed, the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date; provided that if any such Letter of Credit is outstanding on the Letter of Credit Expiration Date, the applicable Revolving Facility Borrower shall Cash Collateralize the Outstanding Amount of all L/C Obligations with respect to such Letter of Credit.

(iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law applicable to that L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or

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shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Date and which such L/C Issuer in good faith deems material to it;

(B) the issuance of the Letter of Credit would violate in any material respect one or more policies of such L/C Issuer applicable to letters of credit generally and customary for other issuers of letters of credit;

(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;

(D) (x) in the case of any USD Letter of Credit, the issuance of such USD Letter of Credit is to be denominated in a currency other than Dollars and (y) in the case of any Multicurrency Letter of Credit, the issuance of such Multicurrency Letter of Credit is to be denominated in a currency other than Dollars or any Foreign Currency; or

(E) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the applicable Revolving Facility Borrower or such Lender to eliminate such L/C Issuer’s actual or reasonably determined potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or reasonably determined potential Fronting Exposure.

(iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi) Each (x) USD L/C Issuer shall act on behalf of the USD Revolving Facility Lenders with respect to any USD Letters of Credit issued by it and the documents associated therewith and (y) Multicurrency L/C Issuer shall act on behalf of the Multicurrency Revolving Facility Lenders with respect to any Multicurrency Letters of Credit issued by it and the documents associated

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therewith, and in each case such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of any Revolving Facility Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Revolving Facility Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 2:00 p.m., Local Time, at least two Business Days (or such later date and time as the Administrative Agent and the applicable L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; (H) whether the requested Letter of Credit shall be a USD Letter of Credit or a Multicurrency Letter of Credit and (I) such other customary matters as the applicable L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other customary matters as the applicable L/C Issuer may reasonably require. Additionally, the applicable Revolving Facility Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other customary documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the applicable L/C Issuer or the Administrative Agent may reasonably require.

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(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, the applicable L/C Issuer will provide the Administrative Agent with a copy thereof. Unless one or more applicable conditions contained in Section 5.05 shall not then be satisfied or waived, then, subject to the terms and conditions hereof, the applicable L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of Holdings, such Revolving Facility Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with the applicable L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each (x) USD Letter of Credit, each USD Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable USD L/C Issuer a risk participation in such USD Letter of Credit in an amount equal to the product of such Lender’s USD Revolving Facility Percentage times the amount of such USD Letter of Credit, and (y) Multicurrency Letter of Credit, each Multicurrency Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Multicurrency L/C Issuer a risk participation in such Multicurrency Letter of Credit in an amount equal to the product of such Lender’s Multicurrency Revolving Facility Percentage times the amount of such Multicurrency Letter of Credit.

(iii) If any Revolving Facility Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the applicable Revolving Facility Borrower shall not be required to make a specific request to any L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the USD Revolving Facility Lenders or Multicurrency Revolving Facility Lenders, as applicable, shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date (unless the applicable L/C Issuer has otherwise agreed, in which case such expiry date may be later than the Letter of Credit Expiration Date, and if any such Letter of Credit is outstanding on the Letter of Credit Expiration Date, the applicable Revolving Facility Borrower shall Cash Collateralize the Outstanding Amount of all L/C Obligations with respect to such Letter of Credit); provided, however, that the applicable L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.05(a) or otherwise), or (B) one or more of the applicable conditions specified in Section 5.05 is not then satisfied or waived.

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(iv) If any applicable Revolving Facility Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the applicable L/C Issuer, such Revolving Facility Borrower shall not be required to make a specific request to such L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the USD Revolving Facility Lenders or Multicurrency Revolving Facility Lenders, as applicable, shall be deemed to have authorized (but may not require) the applicable L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the applicable L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), such L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the applicable Revolving Facility Borrower that one or more of the applicable conditions specified in Section 5.05 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the applicable L/C Issuer not to permit such reinstatement.

(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the applicable Revolving Facility Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations.

(i) (A) Upon receipt from the beneficiary of any USD Letter of Credit of any notice of a drawing under such USD Letter of Credit, the applicable USD L/C Issuer shall notify the applicable Revolving Facility Borrower and the Administrative Agent thereof. Not later than 2:00 p.m., Local Time, on the Business Day (each such date, an “USD L/C Honor Date”) following the date upon which such Revolving Facility Borrower receives such notice from the applicable USD L/C Issuer of a payment by such USD L/C Issuer under a USD Letter of Credit, such Revolving Facility Borrower shall reimburse such USD L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If Products or such Revolving Facility Borrower fails to so reimburse such USD L/C Issuer by such time, such USD L/C Issuer shall notify the Administrative Agent who shall promptly notify each USD Revolving Facility Lender of the USD L/C Honor Date, the amount of the unreimbursed drawing (the

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“USD Unreimbursed Amount”), and the amount of such USD Revolving Facility Lender’s USD Revolving Facility Percentage thereof. In such event, such Revolving Facility Borrower shall be deemed to have requested a Revolving Facility Borrowing of Base Rate Loans to be disbursed on the USD L/C Honor Date in an amount equal to the USD Unreimbursed Amount, without regard to the minimum and multiples specified in Section 1.01 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the USD Revolving Facility Commitments and the conditions set forth in Section 5.05 (other than delivery of a Borrowing Request).

(B) Upon receipt from the beneficiary of any Multicurrency Letter of Credit of any notice of a drawing under such Multicurrency Letter of Credit, the applicable Multicurrency L/C Issuer shall notify the applicable Revolving Facility Borrower and the Administrative Agent thereof. In the case of a Multicurrency Letter of Credit denominated in a Foreign Currency, such Revolving Facility Borrower shall reimburse the applicable Multicurrency L/C Issuer in such Foreign Currency, unless (A) the applicable Multicurrency L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, such Revolving Facility Borrower shall have notified the applicable Multicurrency L/C Issuer promptly following receipt of the notice of drawing that such Revolving Facility Borrower will reimburse the applicable Multicurrency L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Multicurrency Letter of Credit denominated in a Foreign Currency, the applicable Multicurrency L/C Issuer shall notify such Revolving Facility Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 2:00 p.m., Local Time on the Business Day immediately following the day such Revolving Facility Borrower received notice thereof from the applicable Multicurrency L/C Issuer in respect of a Multicurrency Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the Business Day immediately following the day such Revolving Facility Borrower received notice thereof from the applicable Multicurrency L/C Issuer in respect of a Multicurrency Letter of Credit to be reimbursed in a Foreign Currency (each such date, a “Multicurrency L/C Honor Date”), such Revolving Facility Borrower shall reimburse the applicable Multicurrency L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in a Foreign Currency is to be reimbursed in Dollars pursuant to clause (B) of the second sentence in this Section 2.05(c)(i)(B) and (B) the Dollar amount paid by such Revolving Facility Borrower, whether on or after the Multicurrency L/C Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Foreign Currency equal to the drawing, such Revolving Facility Borrower agrees, as a separate and independent obligation, to

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indemnify the applicable Multicurrency L/C Issuer for the loss resulting from its inability on that date to purchase the Foreign Currency in the full amount of the drawing. If such Revolving Facility Borrower fails to timely reimburse the applicable Multicurrency L/C Issuer on the Multicurrency L/C Honor Date, the Administrative Agent shall promptly notify each Multicurrency Revolving Facility Lender of the Multicurrency L/C Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Multicurrency Letter of Credit denominated in a Foreign Currency) (the “Multicurrency Unreimbursed Amount”), and the amount of such Multicurrency Revolving Facility Lender’s Multicurrency Revolving Facility Percentage thereof. In such event, such Revolving Facility Borrower shall be deemed to have requested a Revolving Facility Borrowing, in Dollars, of Base Rate Loans to be disbursed on the Multicurrency L/C Honor Date in an amount equal to the Multicurrency Unreimbursed Amount, without regard to the minimum and multiples specified in Section 1.01 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Facility Commitments and the conditions set forth in Section 5.05 (other than delivery of a Borrowing Request).

(C) Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.05(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) (A) Each USD Revolving Facility Lender shall upon any notice pursuant to Section 2.05(c)(i)(A) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose), in Dollars, for the account of the applicable USD L/C Issuer at the account of the Administrative Agent most recently designated by it for Dollar-denominated payments by notice to the Lenders, in an amount equal to its USD Revolving Facility Percentage of the USD Unreimbursed Amount not later than 1:00 p.m., Local Time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.05(c)(iii), each USD Revolving Facility Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Revolving Facility Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable USD L/C Issuer.

(B) Each Multicurrency Revolving Facility Lender shall upon any notice pursuant to Section 2.05(c)(i)(B) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose), in Dollars, for the account of the applicable Multicurrency L/C Issuer at the account of the Administrative Agent most recently designated by it for Dollar-denominated payments by notice to the Lenders, in an amount equal to its Multicurrency Revolving Facility Percentage of the Multicurrency Unreimbursed Amount not later than 1:00 p.m., Local Time, on the

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Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.05(c)(iii), each Multicurrency Revolving Facility Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Revolving Facility Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Multicurrency L/C Issuer.

(iii) (A) With respect to any USD Unreimbursed Amount that is not fully refinanced by a Revolving Facility Borrowing of Base Rate Loans because the conditions set forth in Section 5.05 cannot be satisfied or for any other reason, the applicable Revolving Facility Borrower shall be deemed to have incurred from the applicable USD L/C Issuer a USD L/C Borrowing in the amount of the USD Unreimbursed Amount that is not so refinanced, which USD L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each USD Revolving Facility Lender’s payment to the Administrative Agent for the account of the applicable USD L/C Issuer pursuant to Section 2.05(c)(ii)(A) shall be deemed payment in respect of its participation in such USD L/C Borrowing and shall constitute a USD L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.05.

(B) With respect to any Multicurrency Unreimbursed Amount that is not fully refinanced by a Revolving Facility Borrowing of Base Rate Loans because the conditions set forth in Section 5.05 cannot be satisfied or for any other reason, the applicable Revolving Facility Borrower shall be deemed to have incurred from the applicable Multicurrency L/C Issuer a Multicurrency L/C Borrowing, in Dollars, in the amount of the Multicurrency Unreimbursed Amount that is not so refinanced, which Multicurrency L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Multicurrency Revolving Facility Lender’s payment to the Administrative Agent for the account of the applicable Multicurrency L/C Issuer pursuant to Section 2.05(c)(ii)(B) shall be deemed payment in respect of its participation in such Multicurrency L/C Borrowing and shall constitute a Multicurrency L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.05.

(iv) (A) Until each USD Revolving Facility Lender funds its USD Revolving Facility Loan or USD L/C Advance pursuant to this Section 2.05(c) to reimburse the applicable USD L/C Issuer for any amount drawn under any USD Letter of Credit, interest in respect of such Lender’s USD Revolving Facility Percentage of such amount shall be solely for the account of such USD L/C Issuer.

(B) Until each Multicurrency Revolving Facility Lender funds its Multicurrency Revolving Facility Loan or Multicurrency L/C Advance pursuant to this Section 2.05(c) to reimburse the applicable Multicurrency L/C Issuer for any amount drawn under any Multicurrency Letter of Credit, interest in respect of such Lender’s Multicurrency Revolving Facility Percentage of such amount shall be solely for the account of such Multicurrency L/C Issuer.

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(v) Each Revolving Facility Lender’s obligation to make Revolving Facility Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.05(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the applicable L/C Issuer, the applicable Revolving Facility Borrower, or any other person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Facility Lender’s obligation to make Revolving Facility Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 5.05 (other than delivery by the applicable Revolving Facility Borrower of a Borrowing Request). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Revolving Facility Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) (A) If any USD Revolving Facility Lender fails to make available to the Administrative Agent for the account of any USD L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(ii)(A), then, without limiting the other provisions of this Agreement, the applicable USD L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable USD L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the applicable USD L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the applicable L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s USD Revolving Facility Loan included in the relevant USD Revolving Facility Borrowing or USD L/C Advance in respect of the relevant USD L/C Borrowing, as the case may be.

(B) If any Multicurrency Revolving Facility Lender fails to make available to the Administrative Agent for the account of any Multicurrency L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(ii)(B), then, without limiting the other provisions of this Agreement, the applicable Multicurrency L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is

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immediately available to the applicable Multicurrency L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the applicable Multicurrency L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the applicable L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Multicurrency Revolving Facility Loan included in the relevant Multicurrency Revolving Facility Borrowing or Multicurrency L/C Advance in respect of the relevant Multicurrency L/C Borrowing, as the case may be.

(C) A certificate of the applicable L/C Issuer submitted to any Revolving Facility Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.05(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) (A) At any time after a USD L/C Issuer has made a payment under any USD Letter of Credit and has received from any USD Revolving Facility Lender such Lender’s USD L/C Advance in respect of such payment in accordance with Section 2.05(c), if the Administrative Agent receives for the account of the applicable USD L/C Issuer any payment in respect of the related USD Unreimbursed Amount or interest thereon (whether directly from the applicable Revolving Facility Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its USD Revolving Facility Percentage thereof in the same funds as those received by the Administrative Agent.

(B) At any time after a Multicurrency L/C Issuer has made a payment under any Multicurrency Letter of Credit and has received from any Multicurrency Revolving Facility Lender such Lender’s Multicurrency L/C Advance in respect of such payment in accordance with Section 2.05(c), if the Administrative Agent receives for the account of the applicable Multicurrency L/C Issuer any payment in respect of the related Multicurrency Unreimbursed Amount or interest thereon (whether directly from the applicable Revolving Facility Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Multicurrency Revolving Facility Percentage thereof in the same funds as those received by the Administrative Agent.

(ii) (A) If any payment received by the Administrative Agent for the account of a USD L/C Issuer pursuant to Section 2.05(c)(i)(A) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by such USD L/C Issuer in its discretion),

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each USD Revolving Facility Lender shall pay to the Administrative Agent for the account of such USD L/C Issuer its USD Revolving Facility Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(B) If any payment received by the Administrative Agent for the account of a Multicurrency L/C Issuer pursuant to Section 2.05(c)(i)(B) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by such Multicurrency L/C Issuer in its discretion), each Multicurrency Revolving Facility Lender shall pay to the Administrative Agent for the account of such Multicurrency L/C Issuer its Multicurrency Revolving Facility Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the applicable Revolving Facility Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Revolving Facility Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

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(iv) any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the applicable L/C Issuer under such Letter of Credit to any person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Revolving Facility Borrower or any of the Subsidiaries; or

(vi) any adverse change in the relevant exchange rates or in the availability of the relevant Foreign Currency to the applicable Revolving Facility Borrower or any of the Subsidiaries or in the relevant currency markets generally.

The applicable Revolving Facility 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 such Revolving Facility Borrower’s instructions or other irregularity, such Revolving Facility Borrower will immediately notify the L/C Issuer. Such Revolving Facility Borrower shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the applicable Revolving Facility Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the person executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable L/C Issuer shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the USD Revolving Facility Lenders, the Multicurrency Revolving Facility Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The applicable Revolving Facility Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude such Revolving Facility Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.05(e); provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Revolving Facility Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to such Revolving Facility Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Revolving Facility Borrower, which such Revolving Facility Borrower proves were caused by such L/C Issuer’s