Exhibit 10.4


 


EXECUTION VERSION







 


 





AMENDMENT NO. 2


 


AMENDMENT NO. 2, dated as of March 7, 2018
(this “Amendment”), among WESTROCK COMPANY, a Delaware corporation (the “Parent”),
WESTROCK CP, LLC, a Delaware limited liability company (together with its permitted successors, “WestRock CP”),
WESTROCK CONVERTING COMPANY, a Georgia corporation (together with its permitted successors, “WestRock Converting”),
WESTROCK VIRGINIA CORPORATION, a Delaware corporation (together with its permitted successors, “WestRock Virginia”,
and, together with WestRock CP and WestRock Converting, the “Borrowers”), the other Credit Parties, the Lenders
party hereto, the Voting Participants party hereto and COBANK, ACB, as administrative agent for the Lenders (in such capacity,
the “Administrative Agent”) to the Credit Agreement dated as of July 1, 2015 (as amended, restated, amended
and restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, the
Guarantors from time to time party thereto, the Administrative Agent and the Lenders referred to therein. Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


WHEREAS, the Parent has entered into that certain
Agreement and Plan of Merger, dated as of January 28, 2018 (the “KapStone Merger Agreement”), among the Parent,
Whiskey Holdco, Inc., a Delaware corporation (“Holdco”), Whiskey Merger Sub, Inc., a Delaware corporation, Kola
Merger Sub, Inc., a Delaware corporation, and KapStone Paper and Packaging Corporation, a Delaware corporation (the “Acquired
Company”), pursuant to which the Parent intends to acquire the Acquired Company (the “Acquisition”);
and


 


WHEREAS, pursuant to Section 9.1 of the Credit
Agreement, the Credit Parties, the Required Lenders (including, for the avoidance of doubt, Voting Participants) and the Administrative
Agent desire to amend the Credit Agreement as set forth herein to effect certain amendments.


 


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


 


Section 1.                
Amendment. The Credit Agreement is, effective as of the date on which the Acquisition is consummated and subject to
receipt by the Administrative Agent (or its counsel) of a Joinder Agreement duly executed by Holdco and dated as of such date (the
“Amendment Date”), 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 the pages of the Credit Agreement attached as Exhibit A hereto. The Parent shall provide notice
to the Administrative Agent on the date on which the Acquisition is consummated; provided, however, that the failure
of the Parent to provide such notice shall not negate the amendment of the Credit Agreement as contemplated by this Section 1.


 


Section 2.                
Representations and Warranties. The Credit Parties represent and warrant to the Lenders and the Administrative Agent
as of the Effective Date (as defined below) that:


 


(a)               
At the time of and immediately after giving effect to this Amendment, the representations and warranties of the Credit Parties
set forth in the Credit Documents are true and correct in all material respects (except to the extent that any such representation
or warranty is qualified by materiality, in which case such representation and warranty shall be true and correct) with the same
effect as if made on the Effective Date, except to the extent such representations and warranties expressly relate to an earlier
date.


 


 






     


    - 2 -


    

 


 


(b)              
At the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.


 


Section 3.                
Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”)
on which:


 


(a)               
the Administrative Agent (or its counsel) shall have received from the Credit Parties and the Required Lenders (including Voting
Participants), a counterpart of this Amendment signed on behalf of each such party;


 


(b)              
the representations and warranties set forth in Section 2 hereof shall be true and correct; and


 


(c)               
the Borrowers shall have paid all expenses due and payable pursuant to Section 4 hereof.


 


Section 4.                
Expenses. The Borrowers agree to reimburse the Administrative Agent for the reasonable and documented out-of-pocket
expenses incurred by them, including the reasonable and documented fees, charges and disbursements of Moore & Van Allen PLLC,
counsel for the Administrative Agent, in connection with this Amendment and, to the extent required by Section 9.5 of the Credit
Agreement, otherwise in connection with the Credit Documents.


 


Section 5.                
Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together
shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission
or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.


 


Section 6.                
Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


 


Section 7.                
Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect
the meaning hereof.


 


Section 8.                
Effect of Amendment. On and after the Amendment Date, each reference in the Credit Agreement to “this Credit Agreement”,
“this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement,
and each reference in the Notes and each of the other Credit Documents to “the Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement,
as amended or waived by this Amendment. The Credit Agreement, the Notes and each of the other Credit Documents, as specifically
amended or waived by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified
and confirmed. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute
a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or
any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Credit Document, all
of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto expressly acknowledge
that it is not their intention that this Amendment or any of the other Credit Documents executed or delivered pursuant hereto constitute
a novation of any of the obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, but
rather constitute a modification thereof pursuant to the terms contained herein. This Amendment constitutes a Credit Document.


 


 






     


    - 3 -


    

 


 


Section 9.                
Acknowledgement and Consent. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of
the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment.
Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to
the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations”
under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document).


 


(b)              
Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue
in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or
limited by the execution or effectiveness of this Amendment.


 


Section 10.            
Termination. If the Parent determines that the Acquisition will not be consummated, the Parent may, by providing written
notice to the Administrative Agent (for delivery to each Lender), terminate this Amendment, which termination shall be deemed to
occur immediately upon receipt of such written notice by the Administrative Agent; provided that any such termination shall
not alter the Borrowers’ reimbursement obligations pursuant to Section 4 of this Amendment.


 


[Signature Pages Follow]


 


 


 


 


 


 


 


 






     


    - 4 -


    

 


 


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


 


	BORROWERS:	 	WESTROCK CP, LLC	 
	 	 	 	 	 
	 	 	By: 	/s/ John D. Stakel	 
	 	 	Name: 	John D. Stakel	 
	 	 	Title: 	Senior Vice President and Treasurer	 






 


	 	 	WESTROCK CONVERTING COMPANY	 
	 	 	 	 	 
	 	 	By:	/s/  John D. Stakel	 
	 	 	Name:	 John D. Stakel	 
	 	 	Title: 	Senior Vice President and Treasurer	 



 





	 	 	WESTROCK VIRGINIA CORPORATION	 
	 	 	 	 	 
	 	 	By:	/s/  John D. Stakel	 
	 	 	Name:	 John D. Stakel	 
	 	 	Title: 	Senior Vice President and Treasurer	 



 





	GUARANTORS:	 	WESTROCK COMPANY	 
	 	 	 	 	 
	 	 	By:	/s/  John D. Stakel	 
	 	 	Name:	 John D. Stakel	 
	 	 	Title: 	Senior Vice President and Treasurer	 



 





	 	 	WESTROCK RKT COMPANY	 
	 	 	 	 	 
	 	 	By:	/s/  John D. Stakel	 
	 	 	Name:	 John D. Stakel	 
	 	 	Title: 	Senior Vice President and Treasurer	 



 





	 	 	WESTROCK MWV, LLC	 
	 	 	 	 	 
	 	 	By:	/s/  John D. Stakel	 
	 	 	Name:	 John D. Stakel	 
	 	 	Title: 	Senior Vice President and Treasurer	 



 


 





    [Signature Page to WestRock Amendment No. 2]


    - 5 -


    








 





 


	ADMINISTRATIVE AGENT:	 	COBANK, ACB,	 
	 	 	as Administrative Agent	 
	 	 	 	 	 
	 	 	By:	/s/ Zachary Carpenter	 
	 	 	 	Name: Zachary Carpenter	 
	 	 	 	Title: Vice President	 






 


 


 


 






    [Signature Page to WestRock Amendment No. 2]


    - 6 -


    

 


 





	LENDERS:	 		 
	 	 	CoBank, ACB,	 
	 	 	as a Lender	 
	 	 	 	 	 
	 	 	By:	/s/ Robert Prickett	 
	 	 	 	Name: Robert Prickett	 
	 	 	 	Title: Vice President	 



 


 


 


 






    [Signature Page to WestRock Amendment No. 2]


    - 7 -


    

 


 





	VOTING PARTICIPANTS:	 	 	 
	 	 	AgFirst Farm Credit Bank,	 
	 	 	as a Voting Participant	 
	 	 	 	 	 
	 	 	By:	/s/ Steven Hicks	 
	 	 	 	Name: Steven Hicks	 
	 	 	 	Title: Vice President	 



 


 


 


 






    [Signature Page to WestRock Amendment No. 2]


    - 8 -


    

 


 





	 	 	American AgCredit, FLCA,	 
	 	 	 as a Voting Participant



	 
	 	 	 	 
	 	 	By:	/s/ Michael J. Balok	 
	 	 	 	Name: Michael J. Balok	 
	 	 	 	Title: Vice President	 



 


 


 


 






    [Signature Page to WestRock Amendment No. 2]


    - 9 -


    

 


 





	 	 	Compeer Financial, FLCA	 
	 	 	as a Voting Participant	 
	 	 	 	 	 
	 	 	By:	/s/ Corey J. Waldinger	 
	 	 	 	Name: Corey J. Waldinger	 
	 	 	 	Title: Director, Capital Markets	 



 


 


 


 






    [Signature Page to WestRock Amendment No. 2]


    - 10 -


    

 


 





	 	 	FARM CREDIT BANK OF TEXAS,	 
	 	 	as a Voting Participant	 
	 	 	 	 	 
	 	 	By:	/s/ Chris M. Levine	 
	 	 	 	Name: Chris M. Levine	 
	 	 	 	Title: Vice President	 



 


 


 


 






    [Signature Page to WestRock Amendment No. 2]


    - 11 -


    

 


 





	 	 	Farm Credit Mid-America, FLCA,	 
	 	 	f/k/a Farm Credit Services of Mid-America, FLCA	 
	 	 	as a Voting Participant	 
	 	 	 	 	 
	 	 	By:	/s/ Tabatha Hamilton	 
	 	 	 	Name: Tabatha Hamilton	 
	 	 	 	Title: Vice President Capital Markets	 



 


 



    [Signature Page to WestRock Amendment No. 2]


    - 12 -


    




 


 


	 	 	FARM CREDIT WEST, FLCA,	 
	 	 	as a Voting Participant	 
	 	 	 	 	 
	 	 	By:	/s/ Ben Madonna	 
	 	 	 	Name: Ben Madonna	 
	 	 	 	Title: Vice President	 






 


 


 


 






    [Signature Page to WestRock Amendment No. 2]


    - 13 -


    

 


 





	 	 	GreenStone Farm Credit Services, FLCA,	 
	 	 	as a Voting Participant	 
	 	 	 	 	 
	 	 	By:	/s/ Shane Prichard	 
	 	 	 	Name: Shane Prichard	 
	 	 	 	Title: Lending Officer	 



 


 


 


 






    [Signature Page to WestRock Amendment No. 2]


    - 14 -


    

 


 





	 	 	Northwest Farm Credit Services, FLCA,	 
	 	 	as a Voting Participant	 
	 	 	 	 	 
	 	 	By:	/s/ Casey Kinzer	 
	 	 	 	Name: Casey Kinzer	 
	 	 	 	Title: Vice President	 



 


 


 


 






    [Signature Page to WestRock Amendment No. 2]


    - 15 -


    

 


 





	 	 	Yosemite Land Bank, FLCA,	 
	 	 	as a Voting Participant	 
	 	 	 	 	 
	 	 	By:	/s/ Les C. Crutcher	 
	 	 	 	Name: Les C. Crutcher	 
	 	 	 	Title: EVP – CCO	 



 


 


 


 


[Signature Page
to WestRock Amendment No. 2]


 



     


     


    




EXHIBIT A TO AMENDMENT NO. 2




 





 



$600,000,000





CREDIT AGREEMENT






Dated as of July 1, 2015


 


as amended by Amendment No. 1 on July 1, 2016


 


as further amended by Amendment No. 2 on March 7, 2018



among,



WESTROCK CP, LLC (f/k/a ROCKTENN CP, LLC),


WESTROCK CONVERTING COMPANY (f/k/a ROCK-TENN CONVERTING COMPANY)


and


WESTROCK VIRGINA CORPORATION (f/k/a MEADWESTVACO VIRGINIA CORPORATION),


as the Borrowers,


 


THE GUARANTORS FROM TIME TO TIME PARTY HERETO,



THE LENDERS PARTIES HERETO,






and


 


COBANK, ACB,

as Administrative Agent


 


 



COBANK, ACB,

as Lead Arranger and Book Runner


 


 


 


 


 


 






     


     


    

TABLE OF CONTENTS


 


	ARTICLE I DEFINITIONS		1



 


		1.1	Definitions	1



		1.2	Computation of Time Periods	30



		1.3	Accounting Terms	30



		1.4	Terms Generally	31



 


	ARTICLE II CREDIT FACILITY		32



 


		2.1	[Reserved]	32



		2.2	[Reserved]	32



		2.3	[Reserved]	32



		2.4	Closing Date Term Loan	32



		2.5	[Reserved]	33



		2.6	[Reserved]	33



		2.7	[Reserved]	33



		2.8	[Reserved]	33



		2.9	Default Rate	33



		2.10	Conversion Options	33



		2.11	Prepayments	33



		2.12	[Reserved]	36



		2.13	Fees	36



		2.14	Computation of Interest and Fees	37



		2.15	Pro Rata Treatment and Payments	38



		2.16	Non-Receipt of Funds by the Administrative Agent	39



		2.17	Inability to Determine Interest Rate	41



		2.18	Illegality	41



		2.19	Requirements of Law	42



		2.20	Indemnity	43



		2.21	Taxes	43



		2.22	[Reserved]	46



		2.23	Replacement of Lenders	46



		2.24	[Reserved]	47



		2.25	Defaulting Lenders	47



		2.26	Incremental Term Loans	48



		2.27	Joint and Several Liability of Borrowers	51



		2.28	Administrative Borrower	52



 


	ARTICLE III REPRESENTATIONS AND WARRANTIES		53



 


		3.1	Corporate Existence; Compliance with Law	53



		3.2	Corporate Power; Authorization	53



		3.3	Enforceable Obligations	53



		3.4	No Legal Bar	53



		3.5	No Material Litigation	54



		3.6	Investment Company Act	54



		3.7	Margin Regulations	54



		3.8	Compliance with Environmental Laws	54



		3.9	Subsidiaries	55



		3.10	Financial Statements, Fiscal Year and Fiscal Quarters	55



		3.11	ERISA	56



 



    	 	i	 



     


    




		3.12	Accuracy and Completeness of Information	56



		3.13	Compliance with Trading with the Enemy Act, OFAC Rules and Regulations, Patriot Act and FCPA	57



		3.14	Use of Proceeds	57



 


	ARTICLE IV CONDITIONS PRECEDENT		58



 


		4.1	Conditions to Closing Date and Initial Term Loans	58



 


	ARTICLE V AFFIRMATIVE COVENANTS		60



 


		5.1	Corporate Existence, Etc	60



		5.2	Compliance with Laws, Etc	61



		5.3	Payment of Taxes and Claims	61



		5.4	Keeping of Books	61



		5.5	Visitation, Inspection, Etc	61



		5.6	Insurance; Maintenance of Properties and Licenses	61



		5.7	Financial Reports; Other Notices	62



		5.8	Notices Under Certain Other Indebtedness	64



		5.9	Notice of Litigation	64



		5.10	Additional Guarantors	64



		5.11	Use of Proceeds	65



 


	ARTICLE VI NEGATIVE COVENANTS		65



 


		6.1	Financial Requirements	65



		6.2	Liens	65



		6.3	Subsidiary Indebtedness	68



		6.4	Merger and Sale of Assets	69



 


	ARTICLE VII EVENTS OF DEFAULT		70



 


		7.1	Events of Default	70



		7.2	Acceleration; Remedies	73



 


	ARTICLE VIII AGENCY PROVISIONS		74



 


		8.1	Appointment	74



		8.2	Delegation of Duties	74



		8.3	Exculpatory Provisions	74



		8.4	Reliance by Administrative Agent	75



		8.5	Notice of Default	75



		8.6	Non-Reliance on Administrative Agent and Other Lenders	76



		8.7	Administrative Agent in its Individual Capacity	76



		8.8	Successor Agent	76



		8.9	Patriot Act Notice	77



		8.10	Guaranty and Borrower Matters	77



		8.11	Withholding	78



 


	ARTICLE IX MISCELLANEOUS		78



 


		9.1	Amendments and Waivers	78



		9.2	Notices	81



		9.3	No Waiver; Cumulative Remedies	82



		9.4	Survival of Representations and Warranties	82



		9.5	Payment of Expenses	83



		9.6	Successors and Assigns; Participations; Purchasing Lenders	84



 



    	 	ii	 



     


    




		9.7	Adjustments; Set-off	88



		9.8	Table of Contents and Section Headings	89



		9.9	Counterparts; Electronic Execution	89



		9.10	Severability	89



		9.11	Integration	89



		9.12	Governing Law	89



		9.13	Consent to Jurisdiction and Service of Process	89



		9.14	Confidentiality	90



		9.15	Acknowledgments	91



		9.16	Waivers of Jury Trial	91



		9.17	[Reserved]	91



		9.18	Subordination of Intercompany Debt	91



		9.19	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	92



		9.20	Farm Credit Equities	92



		9.21	Most Favored Lender Provisions	94



 


	ARTICLE X GUARANTY OF BORROWER OBLIGATIONS		95



 


		10.1	The Guaranty	95



		10.2	Bankruptcy	95



		10.3	Nature of Liability	95



		10.4	Independent Obligation	96



		10.5	Authorization	96



		10.6	Reliance	96



		10.7	Waiver	96



		10.8	Limitation on Enforcement	97



		10.9	Confirmation of Payment	98



		10.10	Keepwell	98



 


 


 






    	 	iii	 



     


    

EXHIBITS


 


	Exhibit A	 	[Reserved]
	Exhibit B	 	Form of Notice of Borrowing
	Exhibit C	 	Form of Notice of Conversion/Extension
	Exhibit D	 	Form of Designation Notice
	Exhibit E	 	Form of Closing Date Term Loan Note
	Exhibit F	 	Form of Tax Exempt Certificate
	Exhibit G	 	Form of Officer’s Compliance Certificate
	Exhibit H	 	Form of Joinder Agreement
	Exhibit I	 	Form of Assignment and Assumption
	Exhibit J	 	Form of Discounted Prepayment Option Notice
	Exhibit K	 	Form of Lender Participation Notice
	Exhibit L	 	Form of Discounted Voluntary Prepayment Notice




 


SCHEDULES


 


	Schedule 1.1(a)(i)	 	Existing MWV Notes
	Schedule 1.1(a)(ii)	 	Existing RockTenn Notes
	Schedule 2.1(a)	 	Lenders, Voting Participants and Commitments
	Schedule 3.9	 	Subsidiaries and Joint Ventures
	Schedule 9.2	 	Lending Offices




 


 


 


 


 


 


 


 


 


 



    	 	iv	 



     


    






CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT, dated as of July
1, 2015, and as amended as of July 1, 2016 and March 7, 2018 (this “Agreement” or “Credit Agreement”),
is by and among [WHISKEY HOLDCO, INC.] (f/k/a WHISKEY HOLDCO, INC.), a Delaware corporation (“Holdco”),
[WESTROCK COMPANY]1 (f/k/a WESTROCK COMPANY), a Delaware
corporation (the “Parent”), WESTROCK CP, LLC (f/k/a ROCKTENN CP, LLC), a Delaware limited liability
company (together with its permitted successors, “WestRock CP”), WESTROCK CONVERTING COMPANY (f/k/a ROCK-TENN
CONVERTING COMPANY), a Georgia corporation (together with its permitted successors, “WestRock Converting”),
WESTROCK VIRGINIA CORPORATION (f/k/a MeadWestvaco Virginia Corporation), a Delaware corporation (together with its permitted
successors, “WestRock Virginia”, and, together with WestRock CP and WestRock Converting, the “Borrowers”),
WESTROCK RKT COMPANY (f/k/a ROCK-TENN COMPANY), a Georgia corporation
(“RockTenn”) and WESTROCK MWV, LLC (f/k/a MEADWESTVACO CORPORATION),
a Delaware corporationlimited liability company (“MWV” and, together with RockTenn and
the Parent, the “Initial Guarantors”), the lenders named herein and such other lenders that hereafter become
parties hereto, and COBANK, ACB, as Administrative Agent for the Lenders (in such capacity, the “Administrative
Agent”).


 


W I T N E S S E T H


 


WHEREAS, the Borrowers have requested
that the Lenders provide a term loan facility for the purposes hereinafter set forth; and


 


WHEREAS, the Lenders have agreed to make
the requested term loan facility available to the Borrowers on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, IN CONSIDERATION of the
premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


Article
I



DEFINITIONS


 


1.1             
Definitions.


 


As used in this Credit Agreement, the following
terms have the meanings specified below unless the context otherwise requires:


 


“Acceptable Price” has the
meaning specified in Section 2.11(c)(iii).


 


“Acceptance Date” has the
meaning specified in Section 2.11(c)(ii).


 


“Acquisition” means any acquisition,
whether by stock purchase, asset purchase, merger, amalgamation, consolidation or otherwise, of a Person or a business line of
a Person.


 


“Additional Credit Party”
means each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance with Section 5.10.


 


 


 


_______________________


1 To be updated to reflect the new names
of Holdco and the Parent as of the Amendment No. 2 Effective Date.






     


     


    

“Administrative Agent” has
the meaning set forth in the introductory paragraph hereof, together with any successors or assigns.


 


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


 


“Affiliate” means as to any
Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such
Person. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such Person possesses,
directly or indirectly, power either (i) to vote 10% or more of the securities having ordinary voting power for the election of
directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person whether by contract
or otherwise.


 


“Agreement” has the meaning
set forth in the introductory paragraph hereof.


 


“Alternate Base Rate” means
the rate per annum determined by the Administrative Agent on the first Business Day of each week or more frequently, in the sole
discretion of the Administrative Agent, as the highest of (i) the Prime Rate, (ii) the Federal Funds Rate plus 1⁄2 of 1.00%
and (iii) the LIBOR Rate for a one-month interest period plus 1.00%, in each case as of such date. If forat
any reasontime the Administrative Agent shall have reasonably determined (which determination shall be
conclusive absent manifest error) that it is unable after due inquiry to ascertain the Federal Funds Rate for any reason, including
the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, then
the Alternate Base Rate shall be determined without regard to clause (ii) of the first sentence of this definition until the
circumstances giving rise to such inability no longer exist. If at any time the Administrative Agent shall have reasonably determined
(which determination shall be conclusive absent manifest error) that it is unable after due inquire to ascertain LIBOR for any
reason, then the Alternative Base Rate shall be determined without regard to clause (iii) of the first sentence of this definition
until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change
in the calculation thereof shall be effective at the opening of business on the first Business Day of each week or, if determined
more frequently, at the opening of business on the first Business Day immediately following the date of such determination and
without necessity of notice being provided to any Borrower or any other Person.


 


“Amendment No. 2” means Amendment
No. 2 to this Agreement dated as of March 7, 2018.


 


“Amendment No. 2 Effective Date”
means the Amendment Date (as defined in Amendment No. 2).


 


“Anti-Corruption Laws” means
all laws, rules, and regulations of any jurisdiction applicable to the ParentHoldco or any of its Subsidiaries
from time to time concerning or relating to bribery or corruption.


 


“Applicable Discount” has
the meaning specified in Section 2.11(c)(iii).


 


“Applicable Percentage” means,
for any day, the percentages per annum set forth in the table below corresponding with the then applicable Level, which will be
the lower of (a) the applicable Level determined by reference to the Leverage Ratio and (b) the applicable Level determined by
reference to the Rating (the “Ratings Level”), such that Level I is the lowest Level and Level IV is the highest
Level; provided that, prior to five (5) Business Days after the delivery of financial statements for the period ending September
30, 201530, 2015 in accordance with the provisions of Section 5.7, the applicable Level shall be Level
I.


 






    	 	2	 



     


    

For purposes of the foregoing, (a) (i) if the
applicable Ratings established by Moody’s and S&P are different but correspond to consecutive pricing levels, then the
Ratings Level will be based on the higher applicable Rating (e.g., if Moody’s applicable Rating corresponds to Level I and
S&P’s applicable Rating corresponds to Level II, then the Ratings Level will be Level I), and (ii) if the applicable
Ratings established by Moody’s and S&P are more than one pricing level apart, then the Ratings Level will be based on
the rating which is one level higher than the lower rating (e.g., if Moody’s and S&P’s applicable Ratings correspond
to Levels I and IV, respectively, then the Ratings Level will be Level III), (b) in the event that either S&P or Moody’s
(but not both) shall no longer issue a Rating, the Ratings Level shall be determined by the remaining Rating, and (c) in the event
that neither S&P nor Moody’s issues a Rating, unless and until the date, if any, that the Parent and the Required Lenders
agree on a different arrangement, the existing Ratings Level shall continue in effect for the 60-day period immediately following
such event, and subsequent to such period the Ratings Level shall be Level IV.


 


	Level	Leverage

Ratio	Rating

(S&P/Moody’s)	Applicable 

Percentage for

LIBOR Rate

Loans	Applicable

Percentage

for Base

Rate Loans
	I	< 2.50 to 1.00	BBB / Baa2

(or better)	1.500%	0.500%
	II	> 2.50 to 1.00 but < 3.00 to 1.00	BBB- / Baa3	1.625%	0.625%
	III	> 3.00 to 1.00 but < 3.25 to 1.00	BB+ / Ba1	1.875%	0.875%
	IV	> 3.25 to 1.00	BB / Ba2 (or worse)	2.125%	1.125%


 


The Applicable Percentage shall, in each case,
be determined and adjusted quarterly on the date five (5) Business Days after the date on which the Administrative Agent has received
from the Parent the financial information and certifications required to be delivered to the Administrative Agent and the Lenders
in accordance with the provisions of Section 5.7 (each an “Interest Determination Date”). Such Applicable
Percentage shall be effective from such Interest Determination Date until the next such Interest Determination Date. After the
Closing Date, if the Credit Parties shall fail to provide the Required Financial Information for any fiscal quarter or
fiscal year of the ParentFiscal Quarter or Fiscal Year, the Applicable Percentage from such Interest Determination
Date shall, on the date five (5) Business Days after the date by which the Credit Parties were so required to provide such Required
Financial Information to the Administrative Agent and the Lenders, be based on Level IV until such time as such Required Financial
Information is provided, whereupon the Level shall be determined by the then current Leverage Ratio. In the event that any Required
Financial Information that is delivered to the Administrative Agent is shown to be inaccurate in a manner that results in the miscalculation
of the Leverage Ratio (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered),
and such inaccuracy, if corrected, would have led to the application of a higher Applicable Percentage for any period (an “Applicable
Period”) than the Applicable Percentage applied for such Applicable Period, then the Credit Parties shall immediately
(i) deliver to the Administrative Agent corrected Required Financial Information for such Applicable Period, (ii) determine the
Applicable Percentage for such Applicable Period based upon the corrected Required Financial Information (which Applicable Percentage
shall be made effective immediately in the current period, to the extent applicable) and (iii) immediately pay to the Administrative
Agent the accrued additional interest owing as a result of such increased Applicable Percentage for such Applicable Period, which
payment shall be promptly applied by the Administrative Agent in accordance with Section 2.14(a). It is acknowledged and
agreed that nothing contained herein shall limit the rights of the Administrative Agent and the Lenders under the Credit Documents,
including their rights under Sections 2.9 and 7.2.


 






    	 	3	 



     


    

For the avoidance of doubt, for any periods
prior to the Amendment No. 2 Effective Date, the Applicable Percentage shall be determined without giving effect to the amendments
to this Agreement effected pursuant to Amendment No. 2.


 


“Applicable Period” has the
meaning set forth in the definition of “Applicable Percentage.”


 


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


 


“Assignment and Assumption”
means an Assignment and Assumption substantially in the form of Exhibit I.


 


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


 


“Bail-In Legislation” means,
with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council
of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.


 


“Bankruptcy Code” means the
Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.


 


“Base Rate Loans” means all
Loans accruing interest based on the Alternate Base Rate.


 


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


 


“Borrowers” has the meaning
set forth in the introductory paragraph hereof.


 


“Borrowing Minimum” means
(a) in the case of LIBOR Rate Loans, $2,000,000 and (b) in the case of Base Rate Loans, $1,000,000.


 


“Borrowing Multiple” means
$1,000,000.


 


“Business Day” means a day
other than a Saturday, Sunday or other day on which commercial banks in Greenwood Village, Colorado or New York, New York are authorized
or required by law to close; provided, however, that when used in connection with a rate determination, borrowing
or payment in respect of a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks in London,
England are not open for dealings in deposits of U.S. Dollars in the London interbank market.


 


“Calculation Date” means
the date of the applicable Specified Transaction which gives rise to the requirement to calculate the financial covenants set forth
in Section 6.1(a) and (b) or the Leverage Ratio, in each case on a Pro Forma Basis.


 






    	 	4	 



     


    

“Calculation Period” means,
in respect of any Calculation Date, the period of four fiscal quarters of the ParentFiscal Quarters ended
as of the last day of the most recent fiscal quarter of the Parent Fiscal Quarter preceding such Calculation
Date for which the Administrative Agent shall have received the Required Financial Information.


 


“Canadian AML Acts” means
applicable Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your client”
matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).


 


“Capital Assets” means, collectively,
for any Person, all fixed assets of such Person, whether tangible or intangible determined in accordance with GAAP.


 


“Capital Lease” means, as
applied to any Person, any lease of any Property (whether real, personal or mixed) by such Person as lessee which would, in accordance
with GAAP as of the Closing Date, be required to be classified and accounted for as a capital lease on a balance sheet of such
Person, other than, in the case of a Consolidated Company, any such lease under which another Consolidated Company is the lessor.


 


“Capital Stock” means (i)
in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, units or
partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v)
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution
of assets of, the issuing Person.


 


“Cash Management Agreement”
means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.


 


“Cash Management Bank” means
any Person that, (i)(a) at the time it enters into a Cash Management Agreement, is a Lender, the Administrative Agent or an Affiliate
of a Lender or the Administrative Agent or (b) is a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative
Agent on the Closing Date and the Cash Management Agreement to which such Person is a party was entered into on or prior to the
Closing Date (even if such Person ceases to be a Lender or the Administrative Agent or such Person’s Affiliate ceased to
be a Lender or the Administrative Agent), in each case (a) or (b) in its capacity as a party to such Cash Management Agreement;
provided, in the case of a Cash Management Agreement with a Person who is no longer a Lender, such Person shall be considered
a Cash Management Bank only through the stated maturity date (without extension or renewal or increase in amount) of such Cash
Management Agreement and (ii) to the extent it is not a Lender, has provided the Administrative Agent with a fully executed Designation
Notice, substantially in the form of Exhibit D.


 


“Change in Control” means
(i) as applied to the ParentHoldco, after giving effect to the KapStone Combination, that any Person
or “Group” (as defined in Section 13(d)(3) of the Exchange Act, but excluding (A) any employee benefit or stock ownership
plans of the ParentHoldco or any of its Subsidiaries, and (B) members of the Board of Directors and executive
officers of the ParentHoldco as of the ClosingAmendment No. 2 Effective Date, members
of the immediate families of such members and executive officers, and family trusts and partnerships established by or for the
benefit of any of the foregoing individuals) shall have acquired more than fifty percent (50%) of the combined voting power of
all classes of common stock of the ParentHoldco, except that the ParentHoldco’s
purchase of its common stock outstanding on the ClosingAmendment No. 2 Effective Date which results in
one or more of the ParentHoldco’s shareholders of record as of the ClosingAmendment
No. 2 Effective Date controlling more than fifty percent (50%) of the combined voting power of all classes of the common stock
of the ParentHoldco shall not constitute an acquisition hereunder and (ii) subject to Section 9.20(d)
(and except as otherwise permitted under Sections 6.4(a) and 6.4(g)), any Borrower shall cease to be a Wholly-Owned
Subsidiary of the ParentHoldco.


 






    	 	5	 



     


    

“Closing Date” means the
date hereof.


 


“Closing Date Term Loan”
has the meaning set forth in Section 2.4(a).


 


“Closing Date Term Loan Commitment”
means, with respect to each Closing Date Term Loan Lender, the commitment of such Closing Date Term Loan Lender to make its portion
of the Closing Date Term Loan in a principal amount equal to such Closing Date Term Loan Lender’s Closing Date Term Loan
Commitment Percentage of the Closing Date Term Loan Committed Amount.


 


“Closing Date Term Loan Commitment
Percentage” means, for any Closing Date Term Loan Lender, the percentage identified as its Closing Date Term Loan Commitment
Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any Incremental Term Loan Commitment
and/or any assignment made in accordance with the provisions of Section 9.6(b).


 


“Closing Date Term Loan Committed Amount”
has the meaning set forth in Section 2.4(a).


 


“Closing Date Term Loan Lender”
means, as of any date of determination, any Lender that holds a Closing Date Term Loan Commitment or a portion of the outstanding
Closing Date Term Loan on such date.


 


“Closing Date Term Loan Note”
or “Closing Date Term Loan Notes” means the promissory notes of the Borrowers in favor of each of the Closing
Date Term Loan Lenders that requests a promissory note evidencing the portion of the Closing Date Term Loan provided pursuant to
Section 2.4(d), individually or collectively, as appropriate, as such promissory notes may be amended, modified, restated,
supplemented, extended, renewed or replaced from time to time.


 


“CoBank” means CoBank, ACB,
and its successors.


 


“Code” means the Internal
Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.


 


“Collateralized Bonds” means
the Solid Waste Disposal Facility Revenue Bonds, Series 1997A, issued by the City of Wickliffe, Kentucky, and maturing on January
15, 2027.


 


“Combination” means, collectively,
the MWV Merger and the RockTenn Merger.


 


“Combination Agreement” means
the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015, among WestRock Company (f/k/a Rome-Milan
Holdings, Inc.), MeadWestvaco Corporation, Rock-Tenn Company, Milan Merger Sub, LLC and Rome Merger Sub, Inc., including all schedules,
exhibits and attachments thereto and as such agreement may be amended, restated, amended and restated or otherwise modified from
time to time prior to the Closing Date.


 


“Commitment” means the Closing
Date Term Loan Commitment and/or any Incremental Term Loan Commitment, individually or collectively, as appropriate.


 






    	 	6	 



     


    

“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.


 


“Consolidated Companies”
means, collectively, Holdco, the Parent, each Borrower, all of the other Restricted Subsidiaries, each Permitted
Securitization Subsidiary and, to the extent required to be consolidated with the ParentHoldco under GAAP,
any Joint Venture.


 


“Consolidated Company Investment”
has the meaning set forth in the definition of “EBITDA.”


 


“Consolidated Funded Debt”
means the Funded Debt of the Consolidated Companies on a consolidated basis.


 


“Consolidated Interest Coverage Ratio”
means, as of any date of determination, the ratio of (i) EBITDA for the period of the four prior fiscal quarters of the
ParentFiscal Quarters ending on such date to (ii) Consolidated Interest Expense paid or payable in cash during
such period (together with any sale discounts given in connection with sales of accounts receivable and/or inventory by the Consolidated
Companies during such period).


 


“Consolidated Interest Expense”
means, for any period, all Interest Expense of the Consolidated Companies net of interest income and income from corporate-owned
life insurance programs (excluding (i) deferred financing costs included in amortization, (ii) interest expense in respect of insurance
premiums, (iii) interest expense in respect of Indebtedness that is non-recourse to the ParentHoldco and
its Restricted Subsidiaries under the laws of the applicable jurisdiction, except for Standard Securitization Undertakings and,
(iv) interest expense in respect of the write-up or write-down of the fair market value of Indebtedness and (v) any interest
expense attributable to the KapStone Paper Chip Mill Contracts) of the Consolidated Companies determined on a consolidated
basis in accordance with GAAP; provided, however, that, for purposes of calculating Consolidated Interest Expense
for the fiscal periods ending September 30, 2015, December 31, 2015 and March 31, 2016,on the last day of each
of the first three Fiscal Quarters ending after the Amendment No. 2 Effective Date, Consolidated Interest Expense shall be
annualized such that (a) for the calculation of Consolidated Interest Expense for the four fiscal quarters of the Parent
ending September 30, 2015,Fiscal Quarters ending on the last day of the first Fiscal Quarter ending after the Amendment
No. 2 Effective Date, Consolidated Interest Expense shall be Consolidated Interest Expense for the fiscal quarter of
the ParentFiscal Quarter then ending multiplied by four (4), (b) for the calculation of Consolidated Interest Expense
for the four fiscal quarters of the Parent ending December 31, 2015,Fiscal Quarters ending on the last day
of the second Fiscal Quarter ending after the Amendment No. 2 Effective Date, Consolidated Interest Expense shall be Consolidated
Interest Expense for the two fiscal quarterFiscal Quarter period of the Parent then ending
multiplied by two (2) and (c) for the calculation of Consolidated Interest Expense for the four fiscal quarters of the
Parent ending March 31, 2016,Fiscal Quarters ending on the last day of the third Fiscal Quarter ending after the Amendment
No. 2 Effective Date, Consolidated Interest Expense shall be Consolidated Interest Expense for the three fiscal quarterFiscal
Quarter period of the Parent then ending multiplied by one and one-third (1 1/3).


 


“Consolidated Net Income”
means the consolidated net income of the Consolidated Companies on a consolidated basis as defined according to GAAP before giving
effect to any non-controlling interests; provided that there shall be excluded from Consolidated Net Income (in each case,
to the extent included in consolidated net income of the Consolidated Companies) (i) any net loss or net income of any Unrestricted
Subsidiary that is not a Consolidated Company and the proportionate share of any net loss or net income of any Joint Venture that
is a Consolidated Company attributable to a Person other than a Consolidated Company, (ii) the net income or loss of any Consolidated
Company for any period prior to the date it became a Consolidated Company as a result of any Consolidated Company Investment, (iii)
the gain or loss (net of any tax effect) resulting from the sale, transfer or other disposition of any Capital Assets by the Consolidated
Companies other than in the ordinary course of business of the Consolidated Companies or from the sale, transfer or other disposition
of the Non-Core MWV Businesses, (iv) any expense in respect of severance payments to the extent paid from the assets of any Plan
and, (v) other extraordinary items, as defined by GAAP, of the Consolidated Companies and (vi) any interest
expense attributable to the KapStone Paper Chip Mill Contracts.


 






    	 	7	 



     


    

“Consolidated Net Tangible Assets”
means, as of any date of determination, with respect to the Consolidated Companies, total assets minus goodwill, other intangible
assets and current liabilities (other than current maturities of long term debt and other short term Funded Debt), all as determined
in accordance with GAAP on a consolidated basis and any Consolidated Net Tangible Assets attributable to the MWV SPE Assets.


 


“Contractual Obligation”
of any Person means any provision of any security issued by such Person or of any agreement, instrument or undertaking under which
such Person is obligated or by which it or any of the property owned by it is bound.


 


“Copyright Licenses” means
any written agreement, naming any Credit Party as licensor, granting any right under any Copyright.


 


“Copyrights” means (a) all
copyrights, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Copyright Office or in any similar office or agency of the United States, any State thereof
or any other country or any political subdivision thereof, or otherwise, and (b) all renewals thereof.


 


“Credit Agreement” has the
meaning set forth in the introductory paragraph hereof.


 


“Credit Documents” means
a collective reference to this Credit Agreement, the Notes, the Fee Letter, any Joinder Agreement and all other related agreements
and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto (excluding, however, any Guaranteed Hedging
Agreement and any Guaranteed Cash Management Agreement).


 


“Credit Party” means any
of the Parent, any other Guarantor or any Borrower.


 


“Credit Party Obligations”
means, without duplication, (i) all of the obligations of the Credit Parties to the Lenders and the Administrative Agent, whenever
arising, under this Credit Agreement and the other Credit Documents (including any interest accruing after the occurrence of a
filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest
is an allowed claim under the Bankruptcy Code) and (ii) all liabilities and obligations, whenever arising, owing from any Credit
Party or any of its Subsidiaries to any Hedging Agreement Provider under any Guaranteed Hedging Agreement or to any Cash Management
Bank under any Guaranteed Cash Management Agreement. Notwithstanding anything to the contrary contained in this Credit Agreement
or any provision of any other Credit Document, Credit Party Obligations shall not extend to or include any Excluded Swap Obligation.


 


“Debt to Capitalization Ratio”
means, as of the last day of any fiscal quarter of the ParentFiscal Quarter, the ratio (expressed as a
percentage) of (a)(i) Total Funded Debt minus (ii) the aggregate amount of cash on the consolidated balance sheet of the
ParentHoldco and its Restricted Subsidiaries attributable to the net proceeds of an issuance or incurrence of Indebtedness
that constitutes Refinancing Indebtedness in respect of existing Indebtedness maturing within 180 days of such issuance or incurrence,
to (b) the sum of (i)(x) Total Funded Debt minus (y) the aggregate amount of cash on the consolidated balance sheet of the
ParentHoldco and its Restricted Subsidiaries attributable to the net proceeds of an issuance or incurrence of Indebtedness
that constitutes Refinancing Indebtedness in respect of existing Indebtedness maturing within 180 days of such issuance or incurrence
plus (ii) the Equity Capitalization plus (iii) deferred Taxes of the ParentHoldco and its consolidated
Subsidiaries, each as of the last day of such fiscal quarterFiscal Quarter.


 






    	 	8	 



     


    

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


 


“Defaulting Lender” means,
at any time, any Lender that, at such time, (a) has failed to fund any portion of any Term Loan required to be funded by it hereunder
within two Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent
and the Parent 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 with any applicable default, shall be specifically identified
in such writing) has not been satisfied, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within two Business Days of the date when due, unless such amount is the subject
of a good faith dispute, (c) has notified any Credit Party, the Administrative Agent or any other Lender in writing that it does
not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that
it does not intend to comply or has failed to comply with its funding obligations under this Agreement or under other agreements
generally in which it commits or is obligated to extend credit, or (d) has become or is, or has a direct or indirect parent company
that has become or is, insolvent or has become, or has a direct or indirect parent company that has become, the subject of a bankruptcy
or insolvency proceeding, or has had, or has a direct or indirect parent company that has had, a receiver, conservator, trustee
or custodian appointed for it, or has taken, or has a direct or indirect parent company that has taken, any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, or has become or has a
direct or indirect parent company that has become the subject of a Bail-In Action; provided that a Lender shall not
be a Defaulting Lender solely by virtue of (x) the ownership or acquisition of any Capital Stock in that Lender or any direct or
indirect parent company thereof by a Governmental Authority or (y) in the case of a solvent Person, the precautionary appointment
of an administrator, guardian, custodian or other similar official by a Governmental Authority under or based on the applicable
law of the country where such Person is subject to home jurisdiction supervision if any applicable law requires that such appointment
not be publicly disclosed, in any such case, so long as such ownership interest or appointment, as applicable, 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.


 


“Discount Range” has the
meaning specified in Section 2.11(c)(ii).


 


“Discounted Prepayment Option Notice”
means a Discounted Prepayment Option Notice substantially in the form of Exhibit J.


 


“Discounted Voluntary Prepayment”
has the meaning specified in Section 2.11(c)(i).


 


“Discounted Voluntary Prepayment Notice”
means a Discounted Voluntary Prepayment Notice substantially in the form of Exhibit L.


 






    	 	9	 



     


    

“Disqualified Institution”
means (a) certain banks, financial institutions and other institutional lenders or investors or any competitors of the Parent that,
in each case, have been specified by name to the Administrative Agent by the Parent in writing prior to the Closing Date (collectively,
the “Identified Institutions”) and (b) with respect to such Identified Institutions, Persons (such Persons,
“Known Affiliates”) that are Affiliates of such Identified Institutions readily identifiable as such by the
name of such Person, but excluding any Person that is a bona fide debt fund or investment vehicle that is engaged in making, purchasing,
holding or otherwise investing in loans, bonds or similar extensions of credit or securities in the ordinary course of business;
provided that, upon reasonable notice to the Administrative Agent after the Closing Date, the Parent shall be permitted
to supplement in writing the list of Persons that are Disqualified Institutions with the name of any Person that is or becomes
a competitor of the ParentHoldco or any of its Restricted Subsidiaries or a Known Affiliate of one of the
competitors of the ParentHoldco or any of its Restricted Subsidiaries, which supplement shall be in the
form of a list of names provided to the Administrative Agent and shall become effective upon delivery to the Administrative Agent,
but which supplement shall not apply retroactively to disqualify any persons that have previously acquired an interest in respect
of the Loans or Commitments hereunder.


 


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


 






    	 	10	 



     


    

“EBITDA” means for any fiscal
period, Consolidated Net Income for such period plus (a) the following (without duplication) to the extent deducted in determining
such Consolidated Net Income, in each case as determined for the Consolidated Companies in accordance with GAAP for the applicable
period: (i) Consolidated Interest Expense, (ii) consolidated tax expenses, including all federal, state, provincial, local income
and similar taxes (provided that, if the entry for consolidated tax expenses increases (rather than decreases) Consolidated
Net Income for such fiscal period, then EBITDA shall be reduced by the amount of consolidated tax expenses for such fiscal period),
(iii) depreciation and amortization expenses, (iv) all charges and expenses for financing fees and expenses and write-offs of deferred
financing fees and expenses, remaining portions of original issue discount on prepayment of Indebtedness, premiums paid in respect
of prepayment of Indebtedness, and commitment fees (including bridge fees and ticking fees but excluding, for the avoidance of
doubt, periodic revolver drawn or unused line fees) in respect of financing commitments, (v) all charges and expenses associated
with the write up of inventory acquired in Acquisitions or in any other Investments that become Consolidated Companies (or Property
of Consolidated Companies, including by way of merger, consolidation or amalgamation) (such Acquisitions or Investments, “Consolidated
Company Investments”), in each case as required by Accounting Standards Codification (“ASC”) 805 –
“Business Combinations”, (vi) all other non-cash charges, including non-cash charges for the impairment of goodwill
taken pursuant to ASC 350 – “Intangibles - Goodwill and Other”, acquisition-related expenses taken pursuant to
ASC 805 (whether consummated or not), stock-based compensation and restructuring and other charges, (vii) all legal, accounting
and other professional advisory fees and expenses incurred in respect of Consolidated Company Investments and related financing
transactions, (viii) (A) all expenses related to payments made to officers and employees, including any applicable excise taxes,
of the acquired companies and businesses in any Consolidated Company Investment and other payments due in respect of employment
agreements entered into as provided in the agreements relating to any Consolidated Company Investment, and retention bonuses and
other transition and integration costs, including information technology transition costs, related to any Consolidated Company
Investment, (B) change of control expenses of the acquired companies and businesses in any Consolidated Company Investment, (C)
all non-recurring cash expenses taken in respect of any multi-employer and defined benefit pension plan obligations (without duplication)
that are not related to plant and other facilities closures and (D) all cash acquisition-related expenses taken pursuant to ASC
805 (whether consummated or not), all cash charges and expenses for plant and other facility closures (whether complete or partial)
and other cash restructuring charges, labor disruption charges and officer payments in connection with any Consolidated Company
Investment or associated with efforts to achieve EBITDA synergies or improvements; provided that the amount added back under
this clause (viii) shall not exceed 10% of EBITDA (calculated prior to such addback), in each case in the aggregate for any period
of four consecutive fiscal quartersFiscal Quarters, (ix) run-rate synergies expected to be achieved within
12 months following the end of such period due to any Consolidated Company Investment as a result of specified actions taken or
expected in good faith to be taken (calculated on a pro forma basis as though such synergies had been realized on the first day
of such period) and not already included in EBITDA; provided that (A) the aggregate initial estimated run-rate synergies
for any Consolidated Company Investment with respect to which an add-back is made pursuant to this clause (ix) during any period
of four consecutive fiscal quartersFiscal Quarters shall not exceed 10% of EBITDA (calculated prior to
such addback) and (B) the aggregate add-back that may be made pursuant to this clause (ix) in respect of the expected run-rate
synergies for any Consolidated Company Investment shall not exceed, for the four consecutive fiscal quarterFiscal
Quarter period ending (v) on the last day of the first fiscal quarterFiscal Quarter ending after the
date of such Consolidated Company Investment, 100% of the initial estimated run-rate synergies thereof (or such lesser amount necessary
to comply with the immediately preceding clause (A)), (w) on the last day of the second fiscal quarterFiscal
Quarter ending after the date of such Consolidated Company Investment, 75% of the initial estimated run-rate synergies thereof
(or such lesser amount necessary to comply with the immediately preceding clause (A)), (x) on the last day of the third fiscal
quarterFiscal Quarter ending after the date of such Consolidated Company Investment, 50% of the initial estimated
run-rate synergies thereof (or such lesser amount necessary to comply with the immediately preceding clause (A)), (y) on the last
day of the fourth fiscal quarterFiscal Quarter ending after the date of such Consolidated Company Investment,
25% of the initial estimated run-rate synergies thereof (or such lesser amount necessary to comply with the immediately preceding
clause (A)), and (z) on the last day of each subsequent fiscal quarterFiscal Quarter, 0% of the initial
estimate run-rate synergies thereof and (C) such synergies are reasonably identifiable, factually supportable and certified by
the chief executive officer or the chief financial officer of the ParentHoldco and acceptable to the Administrative
Agent (not to be unreasonably withheld) (it is understood and agreed that “run-rate” means the full recurring benefit
for a period that is associated with any action taken or expected to be taken provided that such benefit is expected to be realized
within 12 months of taking such action), (x) all non-recurring cash expenses taken in respect of any multi-employer and defined
benefit pension plan obligations (without duplication) that are related to plant and other facilities closures (whether complete
or partial), (xi) business interruption insurance items and other expenses, in each case during such period that the Parent believes,
in good faith, shall be reimbursed by a third party (including through insurance or indemnity payments) not later than 365 days
after the last day of the fiscal quarterFiscal Quarter for which an add back is first taken under this
clause (xi) for such item or expense (provided that, if such item or expense has not been reimbursed, in whole or in part,
on or prior to such 365th day, then EBITDA for the period next ending after such 365th day shall be reduced by an amount equal
to the excess of the add-back taken for such item or expense pursuant to this clause (xi) over the amount, if any, that is reimbursed
with respect to such item or expense on or prior to such 365th day), and (xii) all sale discounts given in connection with sales
of accounts receivables and/or inventory, plus (b) cash distributions of earnings of Unrestricted Subsidiaries made to a
Consolidated Company to the extent previously excluded in the determination of Consolidated Net Income by virtue of clause (i)
of the definition of Consolidated Net Income, minus (c) the following (without duplication) to the extent added in determining
such Consolidated Net Income, in each case as determined for the Consolidated Companies in accordance with GAAP for the applicable
period: all non-cash gains (other than any such non-cash gains (i) in respect of which cash was received in a prior period or will
be received in a future period and (ii) that represent the reversal of any accrual in a prior period for, or the reversal of any
cash reserves established in any prior period for, anticipated cash charges). EBITDA (after giving effect to the Combination)
shall be $545 million, $629 million and $739 million for the fiscal quarters ended March 31, 2015, December 31, 2014 and September
30, 2014, respectively.


 


“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 is parent.


 






    	 	11	 



     


    

“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.


 


“Eligible Assignee” means
(a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than (i) a natural person or (ii)
a Disqualified Institution to the extent that the list of Disqualified Institutions has been provided to the Lenders at the Parent’s
request); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include any Defaulting
Lender, any Credit Party or any of the Credit Party’s Affiliates or Subsidiaries.


 


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


 


“Environmental Laws” means
any and all applicable foreign, federal, state, provincial, local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other Requirement of Law (including common law) regulating, relating
to or imposing liability or standards of conduct concerning protection of human health or the Environment, as now or is at any
relevant time in effect during the term of this Credit Agreement.


 


“Equity Capitalization” means
as of the date of its determination, consolidated shareholders’ equity of the ParentHoldco and its
consolidated Subsidiaries, as determined in accordance with GAAP.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations
thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer
to any successor sections.


 


“ERISA Affiliate” means an
entity which is under common control with any Credit Party within the meaning of Section 4001(a)(14) of ERISA, or is a member of
a group which includes any Credit Party and which is treated as a single employer under subsection (b) or (c) of Section 414 of
the Code.


 


“ERISA Event” means (a) a
Reportable Event with respect to a Pension Plan; (b) with respect to any Pension Plan, the failure to satisfy the minimum funding
standard under Section 412 of the Code and Section 302 of ERISA, whether or not waived; (c) a withdrawal by the ParentHoldco
or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer
(as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e)
of ERISA; (d) a complete or partial withdrawal, within the meaning of Section 4203 or 4205 of ERISA, by the ParentHoldco
or any ERISA Affiliate from a Multiemployer Plan or the receipt by any Credit Party or any ERISA Affiliate of notification that
a Multiemployer Plan is insolvent or in reorganization, within the meaning of Title IV of ERISA or in “endangered”
or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA ; (e) the filing of a notice
with the PBGC of intent to terminate a Pension Plan in a distress termination described in Section 4041(c) of ERISA or the commencement
of proceedings by the PBGC to terminate or to appoint a trustee to administer a Pension Plan; or (f) the imposition of any liability
under Title IV of ERISA with respect to the termination of any Pension Plan upon the ParentHoldco or any
ERISA Affiliate.


 


“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.


 






    	 	12	 



     


    

“Eurodollar Reserve Percentage”
means for any day, the percentage which is in effect for such day as prescribed by the Federal Reserve Board (or any successor)
for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) in respect of eurocurrency
liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for
a member bank of the Federal Reserve System in New York City.


 


“Event of Default” has the
meaning set forth in Section 7.1.


 


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


 


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


 


“Excluded Taxes” means, with
respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation
of any Credit Party hereunder or under any other Credit Document, (i) any Tax on such recipient’s net income or profits (or
franchise Tax or branch profits Tax), in each case (a) imposed by a jurisdiction as a result of such recipient being organized
or having its principal office or applicable lending office in such jurisdiction or (b) that is an Other Connection Tax, (ii) solely
with respect to any Loans or advances to the Borrower, any U.S. federal withholding Tax imposed on amounts payable to a Lender
(other than any Lender becoming a party hereto pursuant to a request under Section 2.23) 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 acquired such interest in the applicable
Commitment or, if such Lender did not fund the applicable Loan pursuant to a prior Commitment, on the date such Lender acquired
its interest in such Loan or (B) such Lender designates a new lending office, except in each case to the extent that amounts with
respect to such Taxes were payable under Section 2.21 either to such Lender’s assignor immediately before such Lender
acquired the applicable interest in a Loan or Commitment or such Lender immediately before it changed its lending office, (iii)
any withholding Taxes attributable to a Lender’s failure to comply with Section 2.21(d) and (iv) any Tax imposed under
FATCA.


 


“Existing Credit Agreements”
means the Existing RockTenn Credit Agreement and the Existing MWV Credit Agreement.


 


“Existing MWV Credit Agreement”
means the Credit Agreement dated as of January 30, 2012 (as amended, supplemented or otherwise modified from time to time), among
MWV, MeadWestvaco Coated Board, LLC and the other entities from time to time party thereto as borrowers, the lenders from time
to time party thereto, Citibank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Barclays Bank
plc, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and UBS Loan Finance LLC, as documentation agents.


 


“Existing MWV Notes” means,
collectively, the notes of MWV set forth on Schedule 1.1(a)(i).


 


“Existing RockTenn Credit Agreement”
means the Amended and Restated Credit Agreement dated as of May 27, 2011, and amended and restated as of September 27, 2012 (as
amended, supplemented or otherwise modified from time to time), among RockTenn, the Canadian Borrower (formerly, Rock-Tenn Company
of Canada/Compagnie Rock-Tenn du Canada), the guarantors from time to time party thereto, the lenders from time to time party thereto,
Wells Fargo Bank, National Association, as administrative agent, and Bank of America, N.A., acting through its Canada branch, as
Canadian administrative agent.


 






    	 	13	 



     


    

“Existing RockTenn Senior Notes”
means, collectively, the notes of RockTenn set forth on Schedule 1.1(a)(ii).


 


“Existing Senior Notes” means,
collectively, the Existing MWV Notes and the Existing RockTenn Senior Notes.


 


“Extension of Credit” means,
as to any Lender, the making of a Loan by such Lender.


 


“Farm Credit Equity Documents”
has the meaning given such term in Section 9.20(a).


 


“Farm Credit Equities” has
the meaning specified in Section 9.20(a).


 


“Farm Credit Lender” means
a federally chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971.


 


“FATCA” means Sections 1471
through 1474 of the Code as of the Closing Date (and any amended or successor version that is substantively comparable and not
materially more onerous to comply with), and any current or future Treasury regulations or other official administrative interpretations
thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (and any amended or successor version described
above) and any intergovernmental agreements implementing the foregoing.


 


“Federal Funds Rate” means,
for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal
to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System of the
United States on such day, 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 and (ii) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate
for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as reasonably determined
by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall
be deemed to be zero for purposes of this Agreement.


 


“Fee Letter” means the Fee
Letter dated as of April 28, 2015, among RockTenn and CoBank, as amended, restated, modified or supplemented from time to time.


 


“Fees” means all fees payable
pursuant to Section 2.13.


 


“Fiscal Quarter” means any fiscal
quarter of the SEC Filer (or, for any period prior to the Amendment No. 2 Effective Date, of the Parent).


 


“Fiscal Year” means any fiscal
year of the SEC Filer (or, for any period prior to the Amendment No. 2 Effective Date, of the Parent).


 


“Foreign Plan” means each
employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) maintained or contributed
to by any Credit Party or any of its Subsidiaries or in respect of which any Credit Party or any of its Subsidiaries is obligated
to make contributions, in each case, for the benefit of employees of any Credit Party or any of its Subsidiaries other than those
employed within the United States, other than a plan maintained exclusively by a Governmental Authority.


 






    	 	14	 



     


    

“Foreign Plan Event” means,
with respect to any Foreign Plan, (A) the failure to make or, if applicable, accrue in accordance with applicable accounting practices,
any employer or employee contributions required by applicable law or by the terms of such Foreign Plan; (B) the failure to register
or loss of good standing with applicable regulatory or tax authorities of any such Foreign Plan required to be registered or registered
to maintain advantageous tax status; or (C) the failure of any Foreign Plan to comply with any provisions of applicable law and
regulations or with the material terms of such Foreign Plan.


 


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


 


“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 business.


 


“Funded Debt” means, with
respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person under conditional sale
or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions
of title under agreements with suppliers entered into in the ordinary course of business), (iv) all obligations of such Person
incurred, issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt
and other accrued obligations incurred in the ordinary course of business and due within six (6) months of the incurrence thereof)
that would appear as liabilities on a balance sheet of such Person, (v) the principal portion of all obligations of such Person
under Capital Leases, (vi) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created
for the account of such Person (other than letters of credit issued for the account of such Person in support of industrial revenue
or development bonds that are already included as Indebtedness of such Person under clause (ii) above) and, without duplication,
all drafts drawn thereunder (to the extent unreimbursed), (vii) all preferred Capital Stock or other equity interests issued by
such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to (A) mandatory
sinking fund payments prior to the date six (6) months after the Latest Maturity Date, (B) redemption prior to the date six (6)
months after the Latest Maturity Date or (C) other acceleration prior to the date six (6) months after the Latest Maturity Date,
(viii) the principal balance outstanding under any Synthetic Lease, (ix) all Indebtedness of others of the type described in clauses
(i) through (viii) hereof (which, for purposes of clarity, will not include any of the items described in clause (A)(I) through
(A)(XIXII) below) secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such
Person, whether or not the obligations secured thereby have been assumed and (x) all Guaranty Obligations of such Person with respect
to Indebtedness of another Person of the type described in clauses (i) through (ix) hereof (which, for purposes of clarity, will
not include any of the items described in clause (A)(I) through (A)(XIXII) below); provided, however,
that (A) in the case of the Consolidated Companies, Funded Debt shall not include (I) intercorporate obligations solely among the
Consolidated Companies, (II) lease obligations pledged as collateral to secure industrial development bonds, (III) hedge adjustments
resulting from terminated fair value interest rate derivatives, (IV) Indebtedness that is non-recourse to such Person under the
laws of the applicable jurisdiction (except for Standard Securitization Undertakings), including installment notes issued in timber
transactions in the ordinary course of business of the Consolidated Companies, (V) guarantees of the debt of suppliers and vendors
incurred in the ordinary course of business of the Consolidated Companies to the extent that the obligations thereunder do not
exceed, in the aggregate, $35,000,000, (VI) trade payables re-characterized as Indebtedness in accordance with GAAP under travel
and expense reimbursement cards, procurement cards, supply chain finance and similar programs to the extent that the obligations
thereunder are satisfied within 180 days of their incurrence under the applicable program, (VII) any obligation in respect of earn-outs,
purchase price adjustments or similar acquisition consideration arrangements except to the extent such obligation is no longer
contingent and appears as a liability on the balance sheet of the Consolidated Companies in accordance with GAAP, (VIII) any industrial
development bonds or similar instruments with respect to which both the debtor and the investor are Consolidated Companies, (IX)
any industrial revenue or development bonds that have been redeemed, repurchased or defeased by the Consolidated Companies or otherwise
(and any other Indebtedness, including Guarantee Obligations, in respect of such bonds), (X) the portion of any industrial revenue
or development bonds that have been cash collateralized (and any other Indebtedness, including Guarantee Obligations, in respect
of such portion of such bonds) (it being understood and agreed that the carveout in this clause (X) shall include the aggregate
principal amount of the Collateralized Bonds that is outstanding as of the effective date of Amendment No. 1 to this Agreement
(and any other Indebtedness, including Guarantee Obligations, in respect of such bonds)) and , (XI) obligations
with respect to insurance policy loans to the extent offset by the assets of the applicable insurance policies and (XII) financing
liabilities arising under the KapStone Paper Chip Mill Contracts (in an amount, as of December 31, 2017, of approximately $86,000,000,
as such amounts may increase or decrease in accordance with the terms of the KapStone Paper Chip Mill Contracts), (B) the Funded
Debt of any Person shall include the Funded Debt of any other entity that is not a Consolidated Company (including any partnership
in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the terms of such Funded Debt expressly provide that such
Person is not liable therefor and (C) with respect to any Funded Debt of any Consolidated Company that is a partnership or Joint
Venture, the Funded Debt of such partnership or Joint Venture shall be limited to the product of the Ownership Share of the Credit
Parties and their Restricted Subsidiaries in such partnership or Joint Venture multiplied by the principal amount of such Funded
Debt, unless a larger amount of such Funded Debt is recourse to a Credit Party or any Restricted Subsidiary (in which event such
larger amount of such Funded Debt shall constitute Funded Debt).


 






    	 	15	 



     


    

“GAAP” means generally accepted
accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3.


 


“Government Acts” has the
meaning set forth in Section 2.22(a).


 


“Governmental Authority”
means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative,
judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supra-national bodies such
as the European Union or the European Central Bank).


 


“Guaranteed Cash Management Agreement”
means any Cash Management Agreement that is entered into by and between any Credit Party and any Cash Management Bank, as amended,
restated, amended and restated, modified, supplemented or extended from time to time.


 


“Guaranteed Hedging Agreement”
means any Hedging Agreement between a Credit Party and a Hedging Agreement Provider, as amended, restated, amended and restated,
modified, supplemented or extended from time to time.


 


“Guarantors” means Holdco,
the Initial Guarantors and any Additional Credit Party.


 


“Guaranty” means the guaranty
of the Guarantors set forth in Article X.


 


“Guaranty Obligations” means,
with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course
of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any
other Person in any manner, whether direct or indirect, and including any obligation, whether or not contingent, (i) to purchase
any such Indebtedness or any property constituting security therefor, (ii) to advance or provide funds or other support for the
payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such
other Person (including keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for
the benefit of any holder of Indebtedness of such other Person, (iii) to lease or purchase Property, securities or services primarily
for the purpose of assuring the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such Indebtedness
against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein)
be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness
in respect of which such Guaranty Obligation is made.


 






    	 	16	 



     


    

“Hazardous Substances” means
any substance, waste, chemical, pollutant or contaminant, material or compound in any form, including petroleum, crude oil or any
fraction thereof, asbestos or asbestos containing materials, or polychlorinated biphenyls, that is regulated pursuant to any Environmental
Law.


 


“Hedging Agreement Provider”
means any Person that (i) to the extent it is not a Lender, has provided the Administrative Agent with a fully executed Designation
Notice, substantially in the form of Exhibit D and (ii) enters into a Hedging Agreement with a Credit Party or any of its
Subsidiaries that is permitted by Section 6.3 to the extent that (a) such Person is a Lender, the Administrative Agent,
an Affiliate of a Lender or the Administrative Agent or any other Person that was a Lender or the Administrative Agent (or an Affiliate
of a Lender or the Administrative Agent) at the time it entered into the Hedging Agreement but has ceased to be a Lender or the
Administrative Agent (or whose Affiliate has ceased to be a Lender or the Administrative Agent) under the Credit Agreement or (b)
such Person is a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent on the Closing Date and
the Hedging Agreement to which such Person is a party was entered into on or prior to the Closing Date (even if such Person ceases
to be a Lender or the Administrative Agent or such Person’s Affiliate ceased to be a Lender or the Administrative Agent);
provided, in the case of a Guaranteed Hedging Agreement with a Person who is no longer a Lender, such Person shall be considered
a Hedging Agreement Provider only through the stated maturity date (without extension or renewal or increase in notional amount)
of such Guaranteed Hedging Agreement.


 


“Hedging Agreements” means,
with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency
or raw materials values, including any interest rate swap, cap or collar agreement or similar arrangement between such Person and
one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option
agreements or other interest or exchange rate or commodity price hedging agreements, but excluding (i) any purchase, sale or option
agreement relating to commodities used in the ordinary course of such Person’s business and (ii) any agreement existing as
of the Closing Date or entered into after the Closing Date in accordance with the historical practices of the Consolidated Companies
related to the fiber trading and fiber brokerage business of such Persons.


 


“Holdco” has the meaning set
forth in the introductory paragraph hereof.


 


“Identified Institutions”
has the meaning set forth in the definition of “Disqualified Institutions”.


 


“Immaterial Subsidiary” means
any Restricted Subsidiary (other than a Borrower) where (a) the Consolidated Net Tangible Assets of such Restricted Subsidiary
are less than 5.0% of the Consolidated Net Tangible Assets of the Consolidated Companies as of the end of the most recent full
fiscal quarterFiscal Quarter for which internal financial statements are available immediately preceding
the date of determination and (b) the EBITDA of such Restricted Subsidiary is less than 5.0% of the EBITDA of the Consolidated
Companies as of the end of the four most recent full fiscal quartersFiscal Quarters, treated as one period,
for which internal financial statements are available immediately preceding the date of determination, in each of the foregoing
casesclauses (a) and (b), determined in accordance with GAAP; provided that Immaterial Subsidiaries
may not in the aggregate have (x) Consolidated Net Tangible Assets constituting in excess of 15.0% of the Consolidated Net Tangible
Assets of the Consolidated Companies as of the end of the most recent full fiscal quarterFiscal Quarter
for which internal financial statements are available immediately preceding the date of determination or (y) EBITDA constituting
in excess of 15.0% of the EBITDA of the Consolidated Companies as of the end of the four most recent full fiscal quartersFiscal
Quarters, treated as one period, for which internal financial statements are available immediately preceding the date of determination,
in each of the foregoing clauses (x) and (y), determined in accordance with GAAP (and, in the event that the Consolidated Net Tangible
Assets and/or the EBITDA of all Immaterial Subsidiaries exceed the thresholds specified in the foregoing clauses (x) and (y), as
applicable, one or more of the Restricted Subsidiaries that would otherwise have qualified as Immaterial Subsidiaries shall be
deemed to be Material Subsidiaries in descending order based on the amounts of their respective Consolidated Net Tangible Assets
or EBITDA, as the case may be, until such excess has been eliminated).


 






    	 	17	 



     


    

“Increased Amount Date” has
the meaning assigned thereto in Section 2.26(a).


 


“Incremental Term Loan” has
the meaning assigned thereto in Section 2.26(a)(i).


 


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


 


“Incremental Term Loan Commitment”
has the meaning assigned thereto in Section 2.26(a)(i).


 


“Incremental Term Loan Note”
or “Incremental Term Loan Notes” means the promissory notes of the Borrowers in favor of each of the Incremental
Term Loan Lenders that requests a promissory note evidencing the portion of the Incremental Term Loans provided pursuant to Section
2.26, individually or collectively, as appropriate, as such promissory notes may be amended, modified, restated, supplemented,
extended, renewed or replaced from time to time.


 


 


 


 


 






    	 	18	 



     


    

“Indebtedness” means, with
respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person under conditional sale
or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions
of title under agreements with suppliers entered into in the ordinary course of business), (iv) all obligations of such Person
issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt and other
accrued obligations incurred in the ordinary course of business and due within six (6) months of the incurrence thereof) that would
appear as liabilities on a balance sheet of such Person, (v) all obligations of such Person under take-or-pay or similar arrangements
or under commodities agreements (excluding (a) any purchase, sale or option agreement relating to commodities used in the ordinary
course of such Person’s business and (b) any agreement existing as of the Closing Date or entered into after the Closing
Date in the ordinary course of business of the Credit Parties and the Restricted Subsidiaries related to the fiber trading and
fiber brokerage businesses (other than any agreement entered into for speculative purposes) of such Persons), (vi) all Indebtedness
of others (which, for purposes of clarity, will not include any of the items described in clauseclauses
(A)(I) through (A)(XIXII) below) secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned
or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided that so long as such
Indebtedness is non-recourse to such Person, only the portion of such obligations which is secured shall constitute Indebtedness
hereunder, (vii) all Guaranty Obligations of such Person with respect to Indebtedness of another Person (which, for purposes of
clarity, will not include any of the items described in clauseclauses (A)(I) through (A)(XIXII)
below), (viii) the principal portion of all obligations of such Person under Capital Leases plus any accrued interest thereon,
(ix) all obligations of such Person under Hedging Agreements to the extent required to be accounted for as a liability under GAAP,
excluding any portion thereof which would be accounted for as interest expense under GAAP, (x) the maximum amount of all letters
of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all
drafts drawn thereunder (to the extent unreimbursed), (xi) all preferred Capital Stock or other equity interests issued by such
Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to (A) mandatory sinking
fund payments prior to the date six (6) months after the Latest Maturity Date, (B) redemption prior to the date six (6) months
after the Latest Maturity Date or (C) other acceleration prior to the date six (6) months after the Latest Maturity Date and (xii)
the principal balance outstanding under any Synthetic Lease plus any accrued interest thereon; provided, however,
that (A) in the case of the Consolidated Companies, Indebtedness shall not include (I) intercorporate obligations solely among
the Consolidated Companies, (II) lease obligations pledged as collateral to secure industrial development bonds, (III) hedge adjustments
resulting from terminated fair value interest rate derivatives, (IV) non-recourse installment notes issued in timber transactions
in the ordinary course of business of the Consolidated Companies, (V) guarantees of the debt of suppliers and vendors incurred
in the ordinary course of business of the Consolidated Companies to the extent that the obligations thereunder do not exceed, in
the aggregate, $35,000,000, (VI) trade payables re-characterized as Indebtedness in accordance with GAAP under travel and expense
reimbursement cards, procurement cards, supply chain finance and similar programs to the extent that the obligations thereunder
are satisfied within 180 days of their incurrence under the applicable program, (VII) any obligations in respect of earn-outs,
purchase price adjustments or similar acquisition consideration arrangements except to the extent such obligation is no longer
contingent and appears as a liability on the balance sheet of the Consolidated Companies in accordance with GAAP, (VIII) any industrial
development bonds or similar instruments with respect to which both the debtor and the investor are Consolidated Companies, (IX)
any industrial revenue or development bonds that have been redeemed, repurchased or defeased by the Consolidated Companies or otherwise
(and any other Indebtedness, including Guarantee Obligations, in respect of such bonds), (X) the portion of any industrial revenue
or development bonds that have been cash collateralized (and any other Indebtedness, including Guarantee Obligations, in respect
of such portion of such bonds) (it being understood and agreed that the carveout in this clause (X) shall include the aggregate
principal amount of the Collateralized Bonds that is outstanding as of the effective date of Amendment No. 1 to this Agreement
(and any other Indebtedness, including Guarantee Obligations, in respect of such bonds)) and , (XI) obligations
with respect to insurance policy loans to the extent offset by the assets of the applicable insurance policies and (XII) financing
liabilities arising under the KapStone Paper Chip Mill Contracts (in an amount, as of December 31, 2017, of approximately $86,000,000,
as such amounts may increase or decrease in accordance with the terms of the KapStone Paper Chip Mill Contracts), (B) the Indebtedness
of any Person shall include the Indebtedness of any other entity that is not a Consolidated Company (including any partnership
in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that
such Person is not liable therefor and (C) with respect to any Indebtedness of any Consolidated Company that is a partnership or
Joint Venture, the Indebtedness of such partnership or Joint Venture shall be limited to the product of the Ownership Share of
the Credit Parties and their Restricted Subsidiaries in such partnership or Joint Venture multiplied by the principal amount of
such Indebtedness, unless a larger amount of such Indebtedness is recourse to a Credit Party or any Restricted Subsidiary (in which
event such larger amount of such Indebtedness shall constitute Indebtedness).


 






    	 	19	 



     


    

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


 


“Indemnitee” has the meaning
set forth in Section 9.5(b).


 


“Information” has the meaning
set forth in Section 9.14.


 


“Information Materials” has
the meaning set forth in Section 5.7.


 


“Initial Guarantors” has
the meaning set forth in the introductory paragraph hereof.


 


“Intellectual Property” means
all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses.


 


“Intercompany Debt” has the
meaning set forth in Section 9.18.


 


“Interest Determination Date”
has the meaning set forth in the definition of “Applicable Percentage”.


 


“Interest Expense” means,
with respect to any Person for any period, the sum of the amount of interest paid or accrued in respect of such period.


 


“Interest Payment Date” means
(a) as to any Base Rate Loan, the last day of each March, June, September and December and the Maturity Date, (b) as to any LIBOR
Rate Loan having an Interest Period of three (3) months or less, the last day of such Interest Period, and (c) as to any LIBOR
Rate Loan having an Interest Period longer than three (3) months, each day which is three (3) months after the first day of such
Interest Period and the last day of such Interest Period.


 


“Interest Period” means,
as to any LIBOR Rate Loan, a period of one (1), two (2), three (3) or six (6) months duration (or any other period if agreed to
by each applicable Lender), as the Borrowers may elect, commencing in each case, on the date of the borrowing (including conversions,
extensions and renewals); provided, however, (i) if any Interest Period would end on a day which is not a Business
Day, such Interest Period shall be extended to the next succeeding Business Day (except that in the case of LIBOR Rate Loans where
the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (ii) no
Interest Period shall extend beyond the Maturity Date and (iii) in the case of LIBOR Rate Loans, where an Interest Period begins
on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such
Interest Period shall end on the last day of such calendar month; provided, however, (A) if the Borrowers shall fail
to give notice as provided above, the Borrowers shall be deemed to have selected a Base Rate Loan and (B) no more than twelve (12)
LIBOR Rate Loans may be in effect at any time. For purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered
as separate LIBOR Rate Loans, even if they shall begin on the same date, although borrowings, extensions and conversions may, in
accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan
with a single Interest Period.


 


“Investment” means, as to
any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition
of capital stock or other securities of another Person or (b) the purchase or other acquisition (in one transaction or a series
of transactions) of assets of another Person that constitute a business unit.


 






    	 	20	 



     


    

“Investment Purpose” means
the financing (or refinancing) of investments by any Credit Party that satisfy both of the following criteria: (a) such investments
are (or were) made in order to allow existing mills of any Borrower to (i) utilize waste and waste product (including mixed paper
post-consumer materials and old corrugated containers) as inputs for their operations or (ii) generate electric power from renewable
energy sources (namely, energy conversion systems fueled by biomass) and to use the renewable power generated by the mills for
their operations and (b) such investments are (or were) made in mills that are located in rural areas with populations of no more
than 20,000.


 


“IRS” means the United States
Internal Revenue Service.


 


“Joinder Agreement” means
a Joinder Agreement in substantially the form of Exhibit H, executed and delivered by each Person who becomes a Guarantor
in accordance with the provisions of Section 5.10.


 


“Joint Venture” means, with
respect to any Person, any corporation or other entity (including limited liability companies, partnerships, joint ventures, and
associations) regardless of its jurisdiction of organization or formation, of which some but less than 100% of the total combined
voting power of all classes of Voting Stock or other ownership interests, at the time as of which any determination is being made,
is owned by such Person, either directly or indirectly through one or more Subsidiaries of such Person.


 


“KapStone” means KapStone Paper
and Packaging Corporation, a Delaware corporation.


 


“KapStone Combination” means,
collectively, the KapStone Merger and the WestRock Merger.


 


“KapStone Merger” means the merger
of KapStone and Kola Merger Sub, Inc., a Delaware corporation, pursuant to the KapStone Merger Agreement, pursuant to which KapStone
will be the surviving corporation.


 


“KapStone Merger Agreement” means
the Agreement and Plan of Merger dated January 28, 2018, among KapStone, the Parent, Holdco, Whiskey Merger Sub, Inc., a Delaware
corporation, and Kola Merger Sub, Inc., a Delaware corporation.


 


“KapStone Paper Chip Mill Contracts”
means the non-cancellable contracts entered into by KapStone in 2015 to construct facilities to produce wood chips for use at KapStone’s
Charleston and Roanoke Rapids paper chip mills.


 


“Known Affiliates” has the
meaning set forth in the definition of “Disqualified Institutions”.


 


“Latest Maturing Loan” means
the Term Loan incurred and outstanding under this Credit Agreement with the Latest Maturity Date.


 


“Latest Maturity Date” means
the latest maturity date of any Term Loan incurred and outstanding under this Credit Agreement at any given time after giving effect
to any renewal, refinancing, refunding or extension of Loans incurred or outstanding pursuant to this Credit Agreement.


 


“Lead Arranger” means CoBank
in its capacity as the sole lead arranger with respect to this Agreement.


 


“Lender Joinder Agreement”
means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent delivered in connection with
Section 2.26.


 






    	 	21	 



     


    

“Lender Participation Notice”
means a Lender Participation Notice substantially in the form of Exhibit K.


 


“Lenders” means each of the
Persons identified as a “Lender” on the signature pages hereto, and their respective successors and assigns and any
Incremental Term Loan Lender.


 


“Lending Office” means initially,
the office of each Lender designated as such Lender’s Lending Office shown on Schedule 9.2; and thereafter, such other
office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Parent as the office of
such Lender at which Loans of such Lender are to be made.


 


“Leverage Ratio” means, as
of any date of determination, the ratio of (a)(i) Total Funded Debt as of such date minus (ii) the aggregate amount of cash
on the consolidated balance sheet of the ParentHoldco and its Restricted Subsidiaries attributable to the
net proceeds of an issuance or incurrence of Indebtedness that constitutes Refinancing Indebtedness in respect of existing Indebtedness
maturing within 180 days of such issuance or incurrence, to (b) EBITDA for the period of the four prior fiscal quartersFiscal
Quarters ending on such date.


 


“LIBOR” means for any LIBOR
Rate Loan made to the Borrowers for any Interest Period therefor, the rate per annum reported by Bloomberg Information Services
(or any successor or substitute service comparable thereto, as determined by the Administrative Agent from time to time, that provides
quotations of interest rates applicable to U.S. Dollar deposits in the London interbank market) as the London interbank offered
rate for deposits in U.S. Dollars at approximately 11:00 a.m. (London time) two (2) London Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period.


 


Notwithstanding the foregoing, in no event shall
LIBOR be less than 0.00% per annum.


 


“LIBOR Rate” means a rate
per annum determined by the Administrative Agent pursuant to the following formula:


 


	LIBOR Rate =	LIBOR
	 	1.00 - Eurodollar Reserve Percentage


 


“LIBOR Rate Loan” means any
Loan bearing interest at a rate determined by reference to the LIBOR Rate.


 


“License” has the meaning
set forth in Section 5.6(c).


 


“Lien” means any mortgage,
pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference,
priority or charge of any kind in the nature of a security interest (including any conditional sale or other title retention agreement
and any lease in the nature thereof).


 


“Loan” or “Loans”
means a Closing Date Term Loan or an Incremental Term Loan, as appropriate.


 


“London Business Day” means
a day other than a day on which banks in London, England are not open for dealings in deposits of U.S. Dollars in the London interbank
market.


 


“Material Adverse Effect”
means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities or
financial condition of the ParentHoldco and its Restricted Subsidiaries taken as a whole; (b) a material
impairment of the ability of the Credit Parties, taken as a whole, to perform their obligations under any Credit Document; or (c)
a material adverse effect upon the legality, validity, binding effect or enforceability against the Credit Parties, taken as a
whole, of the Credit Documents.


 






    	 	22	 



     


    

“Material Contract” means
any contract or other arrangement to which the ParentHoldco or any of its Subsidiaries is a party that
is required to be filed with the SEC.


 


“Material Subsidiary” means
each Restricted Subsidiary that is not an Immaterial Subsidiary.


 


“Maturity Date” means the
date that is seven (7) years after the Closing Date.


 


“MNPI” has the meaning specified
in Section 2.11(c)(i).


 


“Moody’s” means Moody’s
Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.


 


“Multiemployer Plan” means
any employee benefit plan of the type defined in Section 3(37) of ERISA or described in Section 4001(a)(3) of ERISA and that is
subject to ERISA, to which the ParentHoldco or any ERISA Affiliate makes or is obligated to make contributions,
or during the preceding five (5) plan years, has made or been obligated to make contributions.


 


“MWV” has the meaning set
forth in the introductory paragraph hereof.


 


“MWV Merger” means the merger
of MWV and Milan Merger Sub, Inc., a Delaware corporation, pursuant to the Combination Agreement, pursuant to which MWV will be
the surviving corporation.


 


“MWV SPE Assets” means the
Timber Note assets held by MeadWestvaco Timber Note Holding Co. II, LLC, MeadWestvaco Timber Note Holding LLC or any other Restricted
Subsidiary.


 


“Non-Core MWV Businesses”
means each of (a) the Specialty Chemicals business of MWV and (b) Community Development and Land Management business of MWV.


 


“Note” or “Notes”
means the Closing Date Term Loan Notes and/or the Incremental Term Loan Notes, collectively, separately or individually, as appropriate.


 


“Notice of Borrowing” means
a request for the Closing Date Term Loan pursuant to Section 2.4. A Form of Notice of Borrowing is attached as Exhibit
B.


 


“Notice of Conversion/Extension”
means the written notice of (i) conversion of a LIBOR Rate Loan to a Base Rate Loan, (ii) conversion of a Base Rate Loan to a LIBOR
Rate Loan or (iii) extension of a LIBOR Rate Loan, as appropriate, in each case substantially in the form of Exhibit C.


 


“OFAC” has the meaning set
forth in Section 3.13(a).


 


“Offered Loans” has the meaning
specified in Section 2.11(c)(iii).


 


“Other Connection Taxes”
means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of
any obligation of any Credit Party hereunder or under any other Credit Document, Taxes imposed as a result of any present or former
connection between such recipient and the jurisdiction imposing such Tax (other than any connection 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 and/or enforced, any Credit Documents).


 






    	 	23	 



     


    

“Other Parties” has the meaning
specified in Section 10.7(c).


 


“Other Taxes” means all present
or future stamp or documentary Taxes or any other excise or property Taxes arising from any payment made hereunder or under any
other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other
Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment of Loans (other than
an assignment made pursuant to Section 2.23).


 


“Ownership Share” means,
with respect to any Joint Venture, a Credit Party’s or any Restricted Subsidiary’s relative equity ownership (calculated
as a percentage) in such Joint Venture determined in accordance with the applicable provisions of the declaration of trust, articles
or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational
document of such Joint Venture.


 


“Parent” has the meaning
set forth in the introductory paragraph hereof.


 


“Participant” has the meaning
set forth in Section 9.6(d).


 


“Participant Register” has
the meaning set forth in Section 9.6(d).


 


“Patent License” means all
agreements, whether written or oral, providing for the grant by or to a Credit Party of any right to manufacture, use or sell any
invention covered by a Patent.


 


“Patents” means (a) all letters
patent of the United States or any other country and all reissues and extensions thereof, and (b) all applications for letters
patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof.


 


“Patriot Act” means the USA
PatriotPATRIOT Act, Title III of Pub. L. 107-56, signed into law October 26, 2001.


 


“PBGC” means the Pension
Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor entity performing similar
functions.


 


“Pension Plan” means any
“employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan,
that is subject to Title IV of ERISA and is sponsored or maintained by the ParentHoldco or any ERISA Affiliate
or to which the ParentHoldco or any ERISA Affiliate contributes or has an obligation to contribute, or
in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during
the immediately preceding five (5) plan years.


 


“Permitted Securitization Entity”
means a Person (other than a Permitted Securitization Subsidiary, individual or Governmental Authority) that was established by
a financial institution or Affiliate thereof to purchase or otherwise acquire assets for the principal purpose of securitization,
and which purchase or acquisition of such assets is funded through the issuance of securities by such Person or by such Person
incurring indebtedness; provided that a financial institution or Affiliate of a financial institution that purchases or
acquires assets for the principal purpose of securitization shall also be considered a Permitted Securitization Entity.


 






    	 	24	 



     


    

“Permitted Securitization Subsidiary”
means any Subsidiary of Holdco (other than the Parent) that (i) is directly or indirectly wholly-owned by the
ParentHoldco, (ii) is formed and operated solely for purposes of a Permitted Securitization Transaction, (iii)
is formed to qualify as a “bankruptcy remote” entity, (iv) has organizational documents which limit the permitted activities
of such Permitted Securitization Subsidiary to the acquisition of Securitization Assets from the ParentHoldco
or one or more of its Subsidiaries, the securitization of such Securitization Assets and activities necessary or incidental to
the foregoing, (v) if organized within the United States, is organized so as to meet S&P’s requirements for special purpose
entities engaged in the securitization of assets, (vi) if organized within Canada or any province or territory thereof, is organized
so as to meet the requirements for special purpose entities engaged in the securitization of assets by any recognized rating agency
operating in such jurisdiction and (vii) if organized outside the United States and Canada (and any province or territory thereof),
is organized so as to meet the requirements for special purpose entities engaged in the securitization of assets by any recognized
rating agency operating in such jurisdiction; provided that if no requirements for special purpose entities exist in such
jurisdiction, the ParentHoldco shall certify to the Administrative Agent that no recognized rating agency
is operating in such jurisdiction that customarily rates securitization transactions.


 


“Permitted Securitization Transaction”
means (a) the transfer by the ParentHoldco or one or more of its Restricted Subsidiaries of Securitization
Assets to one or more (x) Permitted Securitization Subsidiaries or (y) Permitted Securitization Entities and, in each case, the
related financing of such Securitization Assets; provided that, in each case, (i) such transaction is the subject of a favorable
legal opinion as to the “true sale” of the applicable Securitization Assets under the laws of the applicable jurisdiction
and (ii) such transaction is non-recourse to the ParentHoldco and its Restricted Subsidiaries under the
laws of the applicable jurisdiction, except for Standard Securitization Undertakings, (b) any credit facility backed or secured
by Receivables or any other Securitization Assets of the Consolidated Companies among one or more Consolidated Companies and a
financial institution, which credit facility is non-recourse to the ParentHoldco and its Restricted Subsidiaries
under the laws of the applicable jurisdiction, except for Standard Securitization Undertakings or (c) any other arrangement or
agreement in respect of a “true sale” (or any similar concept in the applicable jurisdiction) of Receivables or any
other Securitization Assets in accordance with the laws of the United States or any State thereof, Canada, any province or territory
of Canada or other applicable jurisdiction.


 


“Person” means any individual,
partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not
incorporated) or any Governmental Authority.


 


“Plan” means any employee
benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which any Credit Party or any
ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer”
as defined in Section 3(5) of ERISA.


 


“Prime Rate” means a variable
rate of interest per annum equal to the “U.S. prime rate” as reported on such day in the Money Rates Section of the
Eastern Edition of The Wall Street Journal, or if the Eastern Edition of The Wall Street Journal is not published on such day,
such rate as last published in the Eastern Edition of The Wall Street Journal.


 


“Priority Debt Basket” shall
mean, at any time, (I) in the case of Section 6.2(w), (a) an amount equal to 10% of Consolidated Net Tangible Assets as
of the last day of the most recently ended fiscal quarter of the ParentFiscal Quarter, less without
duplication (b) (i) solely to the extent in excess of the amount in clause (a) above the aggregate principal amount of Indebtedness
incurred under Section 6.3(c) then outstanding plus (ii) the aggregate amount of obligations (or, if applicable,
the fair market value of inventory) secured by Liens under Section 6.2(w) then outstanding and (II) in the case of Section
6.3(c), (a) an amount equal to 20% of Consolidated Net Tangible Assets as of the last day of the most recently ended fiscal
quarter of the ParentFiscal Quarter, less without duplication (b) (i) the aggregate principal amount of
Indebtedness incurred under Section 6.3(c) then outstanding plus (ii) the aggregate amount of obligations (or, if
applicable, the fair market value of inventory) secured by Liens under Section 6.2(w) then outstanding. In the event that
any Indebtedness would otherwise count against both the basket in Section 6.3(c) and the basket in Section 6.2(w),
such Indebtedness shall be counted, for purposes of calculating the size of the Priority Debt Basket under each of clauses (I)
and (II) of this definition, as outstanding only under Section 6.2(w) (and, for purposes of clarity, shall not be counted
as outstanding under Section 6.3(c)).


 






    	 	25	 



     


    

“Private Information”
has the meaning set forth in Section 5.7.


 


“Pro Forma Basis” means,
in connection with the calculation as of the applicable Calculation Date (utilizing the principles set forth in Section 1.3(iii))
of the financial covenants set forth in Section 6.1(a) and (b) or the Leverage Ratio in respect of a proposed transaction
or designation of a Restricted Subsidiary as an Unrestricted Subsidiary (a “Specified Transaction”), the making
of such calculation after giving effect on a pro forma basis to:


 


(a)               
the consummation of such Specified Transaction as of the first day of the applicable Calculation Period;


 


(b)              
the assumption, incurrence or issuance of any Indebtedness of a Consolidated Company (including any Person which became
a Consolidated Company pursuant to or in connection with such Specified Transaction) in connection with such Specified Transaction,
as if such Indebtedness had been assumed, incurred or issued (and the proceeds thereof applied) on the first day of such Calculation
Period (with any such Indebtedness bearing interest at a floating rate being deemed to have an implied rate of interest for the
applicable period equal to the rate which is or would be in effect with respect to such Indebtedness as of the applicable Calculation
Date);


 


(c)               
the permanent repayment, retirement or redemption of any Indebtedness (other than revolving Indebtedness, except to the
extent accompanied by a permanent commitment reduction) by a Consolidated Company (including any Person which became a Consolidated
Company pursuant to or in connection with such Specified Transaction) in connection with such Specified Transaction, as if such
Indebtedness had been repaid, retired or redeemed on the first day of such Calculation Period;


 


(d)              
other than in connection with such Specified Transaction, any assumption, incurrence or issuance of any Indebtedness by
a Consolidated Company after the first day of the applicable Calculation Period, as if such Indebtedness had been assumed, incurred
or issued (and the proceeds thereof applied) on the first day of such Calculation Period (with any such Indebtedness so incurred
or issued bearing interest at a floating rate being deemed to have an implied rate of interest for the applicable period equal
to the rate which is or would be in effect with respect to such Indebtedness as of the applicable Calculation Date, and with any
such Indebtedness so assumed bearing interest at a floating rate being calculated using the actual interest rate in effect during
such period); and


 


(e)               
other than in connection with such Specified Transaction, the permanent repayment, retirement or redemption of any Indebtedness
(other than revolving Indebtedness, except to the extent accompanied by a permanent commitment reduction) by a Consolidated Company
after the first day of the applicable Calculation Period, as if such Indebtedness had been repaid, retired or redeemed on the first
day of such Calculation Period.


 






    	 	26	 



     


    

“Pro Forma Compliance Certificate”
means a certificate of a Responsible Officer of Holdco or the Parent delivered to the Administrative Agent in connection
with a Specified Transaction, such certificate to contain reasonably detailed calculations satisfactory to the Administrative Agent,
upon giving effect to the applicable Specified Transaction on a Pro Forma Basis, of the financial covenants set forth in Section
6.1(a) and (b) for the applicable Calculation Period.


 


“Property” means any interest
in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.


 


“Proposed Discounted Prepayment Amount”
has the meaning specified in Section 2.11(c)(ii).


 


“Pro Rata Additional Borrower”
means any Borrower (as defined in the Pro Rata Credit Agreement) other than the Parent.


 


“Pro Rata Credit Agreement”
means the Credit Agreement dated as of July 1, 2015, among the Parent, as parent borrower, RockTenn Company of Canada Holdings
Corp./Compagnie de Holdings RockTenn du Canada Corp., as Canadian borrower, the subsidiary borrowers party thereto, RockTenn and
MWV, as initial guarantors, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative
agent and multicurrency agent.


 


“Pro Rata Credit Facilities”
means the revolving credit facilities and term loan facilities established pursuant to the Pro Rata Credit Agreement.


 


“Public Information” has
the meaning set forth in Section 5.7.


 


“Purchasing Borrower Party”
means the ParentHoldco or any of its Subsidiaries.


 


“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant
Guaranty becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract
participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify
as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act.


 


“Qualifying Lenders” has
the meaning specified in Section 2.11(c)(iv).


 


“Qualifying Loans” has the
meaning specified in Section 2.11(c)(iv).


 


“Rating” means the
ParentHoldco’s long-term senior unsecured non-credit-enhanced debt rating as was most recently announced
by S&P or Moody’s, as applicable.


 


“Ratings Level” has the meaning
set forth in the definition of “Applicable Percentage”.


 


“Receivables” has the meaning
set forth in the definition of “Securitization Assets”.


 


“Refinanced Term Loan” has
the meaning set forth in Section 9.1.


 


“Refinancing Indebtedness”
means, with respect to any Indebtedness (the “Existing Indebtedness”), any other Indebtedness that renews, refinances,
refunds, replaces or extends such Existing Indebtedness (or any Refinancing Indebtedness in respect thereof); provided that
the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of such Existing Indebtedness except
by an amount no greater than accrued and unpaid interest with respect to such Existing Indebtedness and any reasonable fees, premium
and expenses relating to such renewal, refinancing, refunding, replacement or extension, unless at the time such Refinancing Indebtedness
is incurred, such excess amount shall be permitted under Section 6.3 and, if applicable, utilize a basket thereunder.


 






    	 	27	 



     


    

“Register” has the meaning
set forth in Section 9.6(c).


 


“Regulation S-X” has the
meaning set forth in Section 3.10(a).


 


“Regulation T, U or X” means
Regulation T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and
any successor to all or a portion thereof.


 


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


 


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


 


“Replacement Term Loan” has
the meaning set forth in Section 9.1.


 


“Reportable Event” means
any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived by
regulation.


 


“Required Financial Information”
means, as to any fiscal quarter or fiscal year of the ParentFiscal Quarter or Fiscal Year, the financial
information required by subsections (a) through (c) of Section 5.7 for such fiscal quarter or fiscal
yearFiscal Quarter or Fiscal Year, as applicable.


 


“Required Lenders” means,
at any time, Lenders holding in the aggregate more than fifty percent (50%) of the outstanding Term Loans at such time; provided,
however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination
of Required Lenders, Term Loans owing to such Defaulting Lender.


 


“Requirement of Law” means,
as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its material property.


 


“Responsible Officer” means
any of the Chief Executive Officer, Chief Financial Officer, the Treasurer, the Chief Accounting Officer, or the Controller of
Holdco or the Parent (unless otherwise specified).


 


“Restricted Subsidiary” means
any Subsidiary of the ParentHoldco (unless otherwise expressly stated) other than any such Subsidiary that
is or shall become an Unrestricted Subsidiary as provided herein.


 


“RockTenn” has the meaning
set forth in the introductory paragraph hereof.


 


“RockTenn Merger” means the
merger of RockTenn and Rome Merger Sub, Inc., a Georgia corporation, pursuant to the Combination Agreement, pursuant to which RockTenn
will be the surviving corporation.


 






    	 	28	 



     


    

“S&P” means Standard
& Poor’s Ratings Group, a division of McGraw-Hill Financial, Inc., or any successor or assignee of the business of such
division in the business of rating securities.


 


“Sanctioned Entity” means
(a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly
controlled by a country or its government, or (d) a person or entity resident in or determined to be resident in a country, that
is subject to Sanctions.


 


“Sanctioned Person” means
(a) a person named on the list of Specially Designated Nationals maintained by OFAC, (b) any Person operating, organized or resident
in a Sanctioned Entity or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a)
or (b).


 


“Sanctions” means all economic
or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including
those administered by OFAC or the U.S. Department of State, (b) the Canadian government or (c) the United Nations Security Council,
the European Union or Her Majesty’s Treasury of the United Kingdom.


 


“SEC” means the Securities
and Exchange Commission, any successor thereto and any analogous Governmental Authority succeeding to any of its principal functions.


 


“SEC Filer” means Holdco or such
Restricted Subsidiary that files with the SEC the audited and unaudited financial statements of Holdco and its consolidated Subsidiaries.


 


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


 


“Securitization Assets” means
any accounts receivable, notes receivable, rights to future lease payments or residuals (collectively, the “Receivables”)
owed to or owned by the ParentHoldco or any Subsidiary (whether now existing or arising or acquired in
the future), all collateral securing such Receivables, all contracts and contract rights, purchase orders, records, security interests,
financing statements or other documentation in respect of such Receivables and all guarantees, letters of credit, insurance or
other agreements or arrangements supporting or securing payment in respect of such Receivables, all lockboxes and collection accounts
in respect of such Receivables (but only to the extent such lockboxes and collection accounts contain only amounts related to such
Receivables subject to a Permitted Securitization Transaction), all collections and proceeds of such Receivables and other assets
which are of the type customarily granted or transferred in connection with securitization transactions involving receivables similar
to such Receivables.


 


“Specified Transaction” has
the meaning set forth in the definition of Pro Forma Basis set forth in this Section 1.1.


 


“Standard Securitization Undertakings”
means (i) any obligations and undertakings of the ParentHoldco or any Restricted Subsidiary on terms and
conditions consistent with the sale treatment of Securitization Assets in a transaction that results in a legal “true sale”
of Securitization Assets in accordance with the laws of the United States, Canada, any province or territory of Canada or other
applicable jurisdiction and (ii) any obligations and undertakings of the ParentHoldco or any Restricted
Subsidiary not inconsistent with the treatment of the transfer of Securitization Assets in a transaction as a legal “true
sale” and otherwise consistent with customary securitization undertakings in accordance with the laws of the United States,
Canada, any province or territory of Canada or other applicable jurisdiction; provided that Standard Securitization Undertakings
shall not include any guaranty or other obligation of the ParentHoldco and its Restricted Subsidiaries
with respect to any Securitization Asset that is not collected, not paid or otherwise uncollectible on account of the insolvency,
bankruptcy, creditworthiness or financial inability to pay of the applicable obligor with respect to such Securitization Asset.


 






    	 	29	 



     


    

“Subsidiary” means, as to
any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests
having ordinary voting power to elect a majority of the directors or other managers of such corporation, partnership, limited liability
company or other entity (irrespective of whether or not at the time, any class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) are at the time owned by such Person directly or indirectly through
one or more intermediaries or subsidiaries. Unless otherwise identified, “Subsidiary” or “Subsidiaries”
means Subsidiaries of the ParentHoldco.


 


“Successor Borrower” has
the meaning set forth in Section 6.4(b).


 


“Swap Obligation” 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.


 


“Synthetic Lease” means any
synthetic lease, tax retention operating lease or similar off-balance sheet financing product where such transaction is considered
borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP.


 


“Tax Exempt Certificate”
has the meaning set forth in Section 2.21(d).


 


“Taxes” has the meaning set
forth in Section 2.21(a).


 


“Term Loan Lenders” means,
collectively, the Closing Date Term Loan Lenders and the Incremental Term Loan Lenders.


 


“Term Loan Note” means a
Closing Date Term Loan Note and/or an Incremental Term Loan Note, as appropriate.


 


“Term Loans” means, collectively,
Closing Date Term Loans and the Incremental Term Loans, and “Term Loan” means any of such Term Loans.


 


“Total Funded Debt” means,
without duplication, the sum of: (a) Consolidated Funded Debt, (b) with respect to a Permitted Securitization Transaction, (i)
if a Permitted Securitization Subsidiary is a party to such Permitted Securitization Transaction, the aggregate principal, stated
or invested amount of outstanding loans made to the relevant Permitted Securitization Subsidiary under such Permitted Securitization
Transaction and (ii) if a Permitted Securitization Entity is a party to such Permitted Securitization Transaction, the aggregate
amount of cash consideration received as of the date of such sale or transfer by the ParentHoldco and its
Restricted Subsidiaries from the sale or transfer of Receivables or other Securitization Assets during the applicable calendar
month in which such sale or transfer took place under such Permitted Securitization Transaction, and (c) to the extent not otherwise
included, the outstanding principal balance of Indebtedness under any Permitted Securitization Transaction referenced in clause
(b) of the definition thereof.


 


“Trademark License” means
any agreement, written or oral, providing for the grant by or to a Credit Party of any right to use any Trademark.


 


“Trademarks” means (a) all
trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress and service marks,
logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired,
all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political
subdivision thereof, or otherwise, and (b) all renewals thereof.


 






    	 	30	 



     


    

“Transactions” means, collectively,
the Combination, the repayment and refinancing of certain existing Indebtedness of RockTenn and MWV in connection with the Combination,
the initial borrowings under this Agreement and the payment of fees, commissions and expenses in connection with each of the foregoing.


 


“Type” means, as to any Loan,
its nature as a Base Rate Loan or a LIBOR Rate Loan, as the case may be.


 


“U.S. Dollars” and “$”
means dollars in lawful currency of the United States of America.


 


“Unrestricted Subsidiary”
means (i) any Permitted Securitization Subsidiary, (ii) any Joint Venture that is a Subsidiary and (iii) any Subsidiary (other
than the Parent) which, at the option of the Parent, is designated in writing by the Parent to the Administrative Agent as
being an Unrestricted Subsidiary; provided that the Parent may designate any such Permitted Securitization Subsidiary or
Joint Venture as a Restricted Subsidiary in its discretion. The Parent may designate a Restricted Subsidiary as an Unrestricted
Subsidiary at any time so long as (A) no Default or Event of Default is in existence or would be caused by such designation and
(B) the Parent supplies to the Administrative Agent a Pro Forma Compliance Certificate demonstrating pro forma compliance with
the financial covenants in Section 6.1 after giving effect to such designation.


 


“Voting Participant” has
the meaning set forth in Section 9.6(d).


 


“Voting Participant Notice”
has the meaning set forth in Section 9.6(d).


 


“Voting Stock” means, with
respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies,
entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to
vote has been suspended by the happening of such a contingency.


 


“WestRock Converting” has
the meaning set forth in the introductory paragraph hereof.


 


“WestRock CP” has the meaning
set forth in the introductory paragraph hereof.


 


“WestRock Merger” means the merger
of the Parent and Whiskey Merger Sub, Inc., a Delaware corporation, pursuant to the KapStone Merger Agreement, pursuant to which
the Parent will be the surviving corporation.


 


“WestRock Virginia” has the
meaning set forth in the introductory paragraph hereof.


 


“Wholly-Owned Restricted Subsidiary”
means, at any time, any Restricted Subsidiary that is a Wholly-Owned Subsidiary.


 


“Wholly-Owned Subsidiary”
means, at any time, any Subsidiary of which all of the equity interests (except directors’ qualifying shares or shares aggregating
less than 1% of the outstanding shares of such Subsidiary which are owned by individuals) and voting interests are owned by any
one or more of the ParentHoldco and the ParentHoldco’s other Wholly-Owned
Subsidiaries at such time.


 






    	 	31	 



     


    

“Write-Down and Conversion Powers”
means, 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.


 


1.2             
Computation of Time Periods.


 


All time references in this Credit Agreement
and the other Credit Documents shall be to New York, New York time unless otherwise indicated. For purposes of computation of periods
of time hereunder, the word “from” means “from and including” and the words “to” and “until”
each mean “to but excluding.”


 


1.3             
Accounting Terms.


 


(i)                
Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations
hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP
applied on a basis consistent with the most recent audited consolidated financial statements of ParentHoldco
and its consolidated Subsidiaries delivered to the Lenders (or of the Parent and its consolidated Subsidiaries with respect
to the period prior to the initial delivery to the Lenders of audited consolidated financial statements of Holdco and its consolidated
Subsidiaries); provided that, if the Parent shall notify the Administrative Agent that it wishes to amend any covenant
in Section 6.1 or the definition of Leverage Ratio (or any component thereof) to eliminate the effect of any change in GAAP
on the operation of such covenant or such ratio (or if the Administrative Agent notifies the Parent that the Required Lenders wish
to amend Section 6.1 or the definition of Leverage Ratio (or any component thereof) for such purpose), then the
ParentHoldco’s compliance with such covenant shall be determined on the basis of GAAP in effect and as adopted
by the Parent on MarchDecember 31, 20152017 (which, for the avoidance of doubt,
shall exclude any prospective changes to lease accounting under GAAP), until either such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Parent and the Required Lenders.


 


(ii)              
The Parent shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any Required Financial
Information, (a) a description in reasonable detail of any material change in the application of accounting principles employed
in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial
statements as to which no objection shall have been made in accordance with the provisions above and (b) a reasonable estimate
of the effect on the financial statements on account of such changes in application (it being understood that the requirement in
this subsection (ii) shall be satisfied if the information required by clauses (a) and (b) above are included the applicable Required
Financial Information).


 


(iii)            
Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining
compliance for any applicable period with the financial covenants set forth in Section 6.1 or in determining the Leverage
Ratio for any applicable period (including for purposes of the definitions of “Applicable Percentage,” “Consolidated
Interest Expense,” “EBITDA,” “Pro Forma Basis” and “Total Funded Debt” set forth in Section
1.1), if any Acquisition or disposition of Property, in each case involving consideration in excess of $50,000,000, occurred
during such period, such calculations with respect to such period shall be made on a Pro Forma Basis. For the avoidance of doubt,
all determinations of Consolidated Funded Debt, Consolidated Interest Expense, Consolidated Net Income, Consolidated Net Tangible
Assets, EBITDA, Funded Debt, Interest Expense and Total Funded Debt shall be made after giving pro forma effect to the KapStone
Combination, except as otherwise expressly stated herein.


 






    	 	32	 



     


    

(iv)            
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that after the Credit Parties’
obligations with respect to a series of debt securities are deemed to be no longer outstanding under an indenture or other operative
document governing such debt securities (including due to having paid or irrevocably deposited funds sufficient to pay the entire
Indebtedness represented by such debt securities at a given date), (A) such debt securities will thereafter be deemed to be no
longer “outstanding” for purposes of all calculations made under this Credit Agreement and (B) any interest expense
attributable to such debt securities will thereafter be deemed not to constitute Interest Expense for purposes of all calculations
made under this Agreement.


 


1.4             
Terms Generally; Construction.


 


The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to
have the same meaning and effect as the word “shall”. Unless the context requires otherwise or except as expressly
provided herein, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of
or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented
or otherwise modified (including by succession of comparable successor laws), unless otherwise expressly stated to the contrary,
(c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (d) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and
(f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any
notices required to be given under any Credit Document to or by, and any consent or similar acknowledgment under any Credit Document
to be provided from, the Parent may instead be given to or by, or may be provided from, Holdco.


 


Article
II



CREDIT FACILITY


 


2.1             
[Reserved].


 


2.2             
[Reserved].


 


2.3             
[Reserved].


 


2.4             
Closing Date Term Loan.


 






    	 	33	 



     


    

(a)               
Closing Date Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties
set forth herein, each Closing Date Term Loan Lender severally agrees to make available to the Borrowers on the Closing Date such
Closing Date Term Loan Lender’s Closing Date Term Loan Commitment Percentage of a term loan in U.S. Dollars (the “Closing
Date Term Loan”) in the aggregate principal amount of SIX HUNDRED MILLION U.S. DOLLARS ($600,000,000) (the “Closing
Date Term Loan Committed Amount”) for the purposes hereinafter set forth. The Closing Date Term Loan may consist of Base
Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrowers may request in their Notice of Borrowing. Amounts repaid
or prepaid on the Closing Date Term Loan may not be reborrowed.


 


(b)              
Repayment of Closing Date Term Loan. The principal amount of the Closing Date Term Loan shall be repaid on the Maturity
Date.


 


(c)               
Interest on the Closing Date Term Loan. Subject to the provisions of Sections 2.9 and 2.14, the Closing
Date Term Loan shall bear interest as follows:


 


(i)                
Base Rate Loans. During such periods as the Closing Date Term Loan shall be comprised of Base Rate Loans, each such
Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Percentage;
and


 


(ii)              
LIBOR Rate Loans. During such periods as the Closing Date Term Loan shall be comprised of LIBOR Rate Loans, each
such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Percentage.


 


Interest on the Closing Date Term Loan shall be payable in arrears
on each Interest Payment Date.


 


(d)              
Closing Date Term Loan Notes. The Borrowers’ obligation to pay each Closing Date Term Loan Lender’s Closing
Date Term Loan shall be evidenced, upon such Closing Date Term Loan Lender’s request, by a Closing Date Term Loan Note made
payable to such Lender in substantially the form of Exhibit E.


 


2.5             
[Reserved].


 


2.6             
[Reserved].


 


2.7             
[Reserved].


 


2.8             
[Reserved].


 


2.9             
Default Rate.


 


If any principal of or interest on any Loan
or any fee or other amount payable by any Credit Party hereunder is not paid when due, whether at stated maturity, upon acceleration
or otherwise, such overdue amount shall bear interest, payable on demand, at a per annum rate two percent (2%) greater than the
interest rate which would otherwise be applicable (or if no rate is applicable, whether in respect of interest, fees or other amounts,
then two percent (2%) greater than the Alternate Base Rate plus the Applicable Percentage).


 


2.10         
Conversion Options.


 






    	 	34	 



     


    

(a)               
The Borrowers may elect from time to time to convert Base Rate Loans to LIBOR Rate Loans and/or LIBOR Rate Loans to Base
Rate Loans, by delivering a Notice of Conversion/Extension to the Administrative Agent at least three (3) Business Days’
prior to the proposed date of conversion. If the date upon which a Base Rate Loan is to be converted to a LIBOR Rate Loan or a
LIBOR Rate Loans is to be converted to a Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding
Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear
interest as if it were a Base Rate Loan or LIBOR Rate Loan, as applicable. All or any part of outstanding Base Rate Loans and LIBOR
Rate Loans may be converted as provided herein; provided that (i) no Loan may be converted into a LIBOR Rate Loan when any
Default or Event of Default has occurred and is continuing except with the consent of the Required Lenders, and (ii) partial conversions
shall be in a minimum aggregate principal amount of the Borrowing Minimum or a whole multiple amount of the Borrowing Multiple
in excess thereof.


 


(b)              
Any LIBOR Rate Loan may be continued as such upon the expiration of an Interest Period with respect thereto by compliance
by the Borrowers with the notice provisions contained in Section 2.10(a); provided, that no LIBOR Rate Loan may be
continued as such when any Default or Event of Default has occurred and is continuing, except with the consent of the Required
Lenders, in which case such LIBOR Rate Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest
Period with respect thereto. If the Borrowers shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or
the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to a Base
Rate Loan at the end of the applicable Interest Period with respect thereto.


 


2.11         
Prepayments.


 


(a)               
Voluntary Prepayments. Term Loans may be repaid in whole or in part without premium or penalty; provided that
(i) LIBOR Rate Loans may be repaid only upon three (3) Business Days’ prior written notice to the Administrative Agent, (ii)
repayments of LIBOR Rate Loans must be accompanied by payment of any amounts owing under Section 2.20 and (iii) partial
repayments of Loans shall be in minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple
in excess thereof. To the extent that the Borrowers elect to prepay the Closing Date Term Loan or, if applicable, any Incremental
Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans (to the remaining principal installments
thereof, if any, as directed by the Borrowers) first ratably to any Base Rate Loans and then to LIBOR Rate Loans in direct order
of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise
without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date
that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent in the case of a prepayment
under this clause (a) or clause (b) below, interest on the principal amount prepaid shall be payable on any date that a prepayment
is made hereunder through the date of prepayment. Amounts prepaid on the Term Loans may not be reborrowed. Each notice delivered
by the Borrowers pursuant to this Section 2.11(a) shall be revocable by the Borrowers (by notice to the Administrative Agent
on or prior to the proposed prepayment date specified therein).


 


(b)              
[Reserved].


 


(c)Discounted Prepayments.


 






    	 	35	 



     


    

(i)Notwithstanding anything to the
contrary in Section 2.11(a) or 2.15 (which provisions shall not be applicable to this Section 2.11(c)) or
any other provision of this Agreement, any Purchasing Borrower Party shall have the right at any time and from time to time to
prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted
Voluntary Prepayment”) pursuant to the procedures described in this Section 2.11(c) (it being understood that
such prepayment may be made with either debt or cash); provided that (A) no Discounted Voluntary Prepayment shall be made
from the proceeds of any revolving credit loan or swingline loan under the Pro Rata Credit Facilities, (B) any Discounted Voluntary
Prepayment shall be offered to all Lenders with Term Loans on a pro rata basis and (C) such Purchasing Borrower Party shall deliver
to the Administrative Agent a certificate stating that (1) no Default or Event of Default has occurred and is continuing or would
result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection
with such Discounted Voluntary Prepayment), (2) each of the conditions to such Discounted Voluntary Prepayment contained in this
Section 2.11(c) has been satisfied and (3) except as previously disclosed in writing to the Administrative Agent and the
Term Loan Lenders, such Purchasing Borrower Party does not have, as of the date of each Discounted Prepayment Option Notice and
each Discounted Voluntary Prepayment Notice, any material non-public information (“MNPI”) with respect to the
ParentHoldco or any of its Subsidiaries that has not been disclosed to the Lenders (other than Lenders that do
not wish to receive MNPI with respect to the ParentHoldco, any of its Subsidiaries or Affiliates) prior
to such time that could reasonably be expected to have a material effect upon, or otherwise be material to, a Term Loan Lender’s
decision to offer Term Loans to the Purchasing Borrower Party to be repaid, except to the extent that such Term Loan Lender has
entered into a customary “big boy” letter with the Parent.


 


(ii)To the extent a Purchasing Borrower
Party seeks to make a Discounted Voluntary Prepayment, such Purchasing Borrower Party will provide a Discounted Prepayment Option
Notice that such Purchasing Borrower Party desires to prepay Term Loans in an aggregate principal amount specified therein by the
Purchasing Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the
par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall not be less than
$5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment:
(A) the Proposed Discounted Prepayment Amount of Term Loans, (B) a discount range (which may be a single percentage) selected by
the Purchasing Borrower Party with respect to such proposed Discounted Voluntary Prepayment (representing the percentage of par
of the principal amount of Term Loans to be prepaid) (the “Discount Range”), and (C) the date by which Lenders
are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least
five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).


 


(iii)Upon receipt of a Discounted
Prepayment Option Notice in accordance with Section 2.11(c)(ii), the Administrative Agent shall promptly notify each Term
Loan Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by Lender Participation Notice to the Administrative
Agent (A) a minimum price (the “Acceptable Price”) within the Discount Range (for example, 80% of the par value
of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative
Agent) of Term Loans with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable
Price (“Offered Loans”). Based on the Acceptable Prices and principal amounts of Term Loans specified by the
Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Purchasing Borrower Party,
shall determine the applicable discount for Term Loans (the “Applicable Discount”), which Applicable Discount
shall be (A) the percentage specified by the Purchasing Borrower Party if the Purchasing Borrower Party has selected a single percentage
pursuant to Section 2.11(c)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at
which the Purchasing Borrower Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal
amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however,
that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable
Discount shall be the highest Acceptable Price specified by the Lenders that is within the Discount Range. The Applicable Discount
shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying
Loans. Any Lender with outstanding Term Loans whose Lender Participation Notice is not received by the Administrative Agent by
the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term Loans at any
discount to their par value within the Applicable Discount. For the avoidance of doubt, any Term Loans redeemed by the Parent pursuant
to a Discounted Voluntary Prepayment shall immediately cease to be outstanding.


 






    	 	36	 



     


    

(iv)The Purchasing Borrower Party
shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the
Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or lower than the Applicable
Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required
to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required
to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount,
the Purchasing Borrower Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective
principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate
proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount
of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying
the Applicable Discount, the Purchasing Borrower Party shall prepay all Qualifying Loans.


 


(v)Each Discounted Voluntary Prepayment
shall be made within four Business Days of the Acceptance Date (or such other date as the Administrative Agent shall reasonably
agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans),
without premium or penalty (but subject to Section 2.19), upon irrevocable notice in the form of a Discounted Voluntary
Prepayment Notice, delivered to the Administrative Agent no later than 1:00 p.m. (New York City time), three Business Days prior
to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary
Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment
Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice
is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount
on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not
including such date on the amount prepaid.


 






    	 	37	 



     


    

(vi)To the extent not expressly
provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as
to timing, rounding and calculation of Applicable Discount in accordance with Section 2.11(c)(iii) above) established by
the Administrative Agent in consultation with the Parent.


 


(vii)Prior to the delivery of a
Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, the Purchasing Borrower Party may withdraw
its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice.


 


(viii)The aggregate principal amount
of the Term Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans
prepaid on the date of any such Discounted Voluntary Prepayment.


 


(ix)Each prepayment of the outstanding
Term Loans pursuant to this Section 2.11(c) shall be applied at par to the remaining principal repayment installments of
the Term Loans, if any, pro rata among such installments for the respective class.


 


(x)For the avoidance of doubt, it
is within each Lender’s sole and absolute discretion whether to accept a Discounted Voluntary Prepayment.


 


2.12         
[Reserved].


 


2.13         
Fees.


 


(a)       The
Credit Parties agree to pay to the Administrative Agent, for the account of each Lender having a Closing Date Term Loan Commitment
on the Closing Date, a ticking fee (collectively for all Lenders, the “Ticking Fee”) on the Closing Date Term
Loan Commitment of such Lender, accruing during the period from and including the date that is 60 days following the date on which
the allocation of the Closing Date Term Loan Commitments is made to but excluding the Closing Date, at a rate per annum equal to
0.15%. The Ticking Fee will be computed on the basis of the actual number of days elapsed over a 360-day year and will be payable
in arrears on the Closing Date.


 


(b)       The
Credit Parties agree to pay to the Administrative Agent the annual administrative agent fee as described in the Fee Letter.


 


2.14         
Computation of Interest and Fees.


 


(a)               
Interest on each Base Rate Loan shall be due and payable in arrears on each Interest Payment Date applicable to such Loan;
and interest on each LIBOR Rate Loan shall be due and payable on each Interest Payment Date applicable to such Loan. Interest payable
hereunder with respect to Base Rate Loans accruing interest at the Prime Rate shall be calculated on the basis of a year of 365
days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder
shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable
notify the Borrowers and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof. Any
change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening
of business on the day on which such change in the Alternate Base Rate shall become effective. The Administrative Agent shall as
soon as practicable notify the Borrowers and the Lenders of the effective date and the amount of each such change.


 






    	 	38	 



     


    

(b)              
Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall
be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at
the request of the Borrowers, deliver to the Borrowers a statement showing the computations used by the Administrative Agent in
determining any interest rate.


 


(c)               
It is the intent of the Administrative Agent, the Lenders and the Credit Parties to conform to and contract in strict compliance
with applicable usury law from time to time in effect. All agreements between or among the Administrative Agent, the Lenders and
the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements,
whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including prepayment
or acceleration of the maturity of any Credit Party Obligation), shall the interest taken, reserved, contracted for, charged, or
received under this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable
law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable
in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this subsection and such
interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity
of execution of any amendment or new document. If the Administrative Agent or Lender shall ever receive anything of value which
is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the
maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied
to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrowers or
the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of
the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not
include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend
to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with
respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout
the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness
does not exceed the maximum nonusurious amount permitted by applicable law.


 


2.15         
Pro Rata Treatment and Payments.


 


(a)               
Pro Rata Distribution of Payments. Each payment on account of an amount due from the Borrowers hereunder or under
any other Credit Document shall be made by the Borrowers to the Administrative Agent for the pro rata account of the Lenders
entitled to receive such payment as provided herein in the currency in which such amount is denominated and in such funds as are
customary at the place and time of payment for the settlement of international payments in such currency. Upon request, the Administrative
Agent will give the Borrowers a statement showing the computation used in calculating such amount, which statement shall be presumptively
correct in the absence of manifest error. The obligation of the Borrowers to make each payment on account of such amount in the
currency in which such amount is denominated shall not be discharged or satisfied by any tender, or any recovery pursuant to any
judgment, which is expressed in or converted into any other currency, except to the extent such tender or recovery shall result
in the actual receipt by the Administrative Agent of the full amount in the appropriate currency payable hereunder.


 






    	 	39	 



     


    

(b)              
Application of Payments Prior to Exercise of Remedies. Unless otherwise specified in this Credit Agreement, each
payment under this Credit Agreement or any Note shall be applied (i) first, to any fees then due and owing by the Borrowers
pursuant to Section 2.13, (ii) second, to interest then due and owing hereunder and under the Notes of the Borrowers
and (iii) third, to principal then due and owing hereunder and under the Notes of the Borrowers. Each payment on account
of any fees pursuant to Section 2.13 shall be made pro rata in accordance with the respective amounts due and owing.
Each payment (other than voluntary repayments) by the Borrowers on account of principal of and interest on the Term Loans shall
be made pro rata according to the respective amounts due and owing hereunder. Each voluntary repayment on account of principal
of the Loans shall be applied in accordance with Section 2.11(a). All payments (including prepayments) to be made by the
Credit Parties on account of principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made
to the Administrative Agent for the account of the Lenders (except as provided in Section 2.25(b)) at the Administrative
Agent’s office specified in Section 9.2 and shall be made in U.S. Dollars not later than 12:00 p.m. on the date when
due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds
as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than
a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes
due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day
unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall
be made on the immediately preceding Business Day.


 


(c)               
Allocation of Payments After Exercise of Remedies. Notwithstanding any other provision of this Credit Agreement to
the contrary, after the exercise of remedies (other than the invocation of default interest pursuant to Section 2.9) by
any of the Administrative Agent pursuant to Section 7.2 (or after the Commitments shall automatically terminate and the
Loans (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable
in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account
of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered
as follows:


 


FIRST, to the payment of all reasonable
out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing
the rights of the Lenders under the Credit Documents;


 


SECOND, to payment of any fees owed
to the Administrative Agent;


 


THIRD, to the payment of all reasonable
out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders in connection with enforcing
its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender;


 


FOURTH, to the payment of all of the
Credit Party Obligations consisting of accrued fees and interest, and including, with respect to any Guaranteed Hedging Agreement
and/or any Guaranteed Cash Management Agreement, any fees, premiums and scheduled periodic payments due under such Guaranteed Hedging
Agreement and/or Guaranteed Cash Management Agreement and any interest accrued thereon;


 


FIFTH, to the payment of the outstanding
principal amount of the Credit Party Obligations, and including with respect to any Guaranteed Hedging Agreement and/or any Guaranteed
Cash Management Agreement, any breakage, termination or other payments due under such Guaranteed Hedging Agreement and any interest
accrued thereon;


 






    	 	40	 



     


    

SIXTH, to all other Credit Party Obligations
and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to
clauses “FIRST” through “FIFTH” above; and


 


SEVENTH, to the payment of the surplus,
if any, to whoever may be lawfully entitled to receive such surplus.


 


In carrying out the foregoing, (i) amounts received shall be applied
in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Lenders,
Cash Management Banks and/or Hedging Agreement Providers shall receive an amount equal to its pro rata share (based on the proportion
that the then outstanding Loans held by such Lender or the outstanding obligations payable to such Hedging Agreement Provider and/or
Cash Management Bank bears to the aggregate then outstanding Loans and obligations payable under all Hedging Agreements with a
Hedging Agreement Provider and/or Cash Management Agreements with a Cash Management Bank) of amounts available to be applied pursuant
to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above.


 


No Agent shall be deemed to have notice of the
existence of, notice of any Credit Party Obligations owed to, or be responsible for any distribution to, any Hedging Agreement
Provider and/or Cash Management Bank for any purposes of this Agreement unless such amounts have been notified in writing to all
Administrative Agent by the Parent and, as applicable, such Hedging Agreement Provider or Cash Management Bank.


 


(d)              
Defaulting Lenders. Notwithstanding the foregoing clauses (a), (b) and (c), if there exists a Defaulting Lender,
each payment by the Credit Parties to such Defaulting Lender hereunder shall be applied in accordance with Section 2.25(b).


 


2.16         
Non-Receipt of Funds by the Administrative Agent.


 


(a)               
Funding by Lenders; Presumption by Agent. Unless the Administrative Agent shall have been notified in writing by
a Lender prior to the date a Loan is to be made by such Lender (which notice shall be effective upon receipt) that such Lender
does not intend to make the proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that
such Lender has made such proceeds available to the Administrative Agent on such date, and the Administrative Agent may in reliance
upon such assumption (but shall not be required to) make available to the Borrowers a corresponding amount. If such corresponding
amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding
amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s
demand therefor, the Administrative Agent will promptly notify the Borrowers, and the Borrowers shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrowers,
as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrowers to the date such corresponding amount is recovered by the Administrative
Agent at a per annum rate equal to (i) from the Borrowers at the applicable rate for the applicable borrowing pursuant to the Notice
of Borrowing and (ii) from a Lender at the Federal Funds Rate.


 






    	 	41	 



     


    

(b)              
Payments by Borrower; Presumptions by Agent. Unless the Administrative Agent shall have been notified in writing
by the Borrowers, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt)
that the Borrowers do not intend to make such payment, the Administrative Agent may assume that the Borrowers have made such payment
when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each
Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder,
and if the Borrowers have not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the
Administrative Agent the amount made available to such Lender. If such amount is repaid to the Administrative Agent on a date after
the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest on
such amount in respect of each day from the date such amount was made available by the Administrative Agent at a per annum rate
equal to, if repaid to the Administrative Agent within two (2) days from the date such amount was made available by the Administrative
Agent, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.


 


(c)               
Evidence of Amounts Owed. A certificate of the Administrative Agent submitted to the Borrowers or any Lender with
respect to any amount owing under this Section 2.16 shall be conclusive in the absence of manifest error.


 


(d)              
Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any
Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available
to the Borrowers by the Administrative Agent because the conditions to the applicable Extension of Credit set forth in Article
IV are not satisfied or waived in accordance with the terms thereof, the Administrative Agent shall forthwith return such funds
(in like funds as received from such Lender) to such Lender, without interest.


 


(e)               
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant
to Section 9.5(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation
or to make any such payment under Section 9.5(c) on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make
its Loan, to purchase its participation or to make its payment under Section 9.5(c).


 


(f)               
Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular
place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.


 


2.17         
Inability to Determine Interest Rate.


 


Notwithstanding any other provision of this
Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding
absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist
for ascertaining the LIBOR Rate for such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination
shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such
Lenders of funding LIBOR Rate Loans that the Borrowers have requested be outstanding as a LIBOR tranche during such Interest Period,
then the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Borrowers
and the Lenders at least two (2) Business Days prior to the first day of such Interest Period. If such notice is given, (a) any
affected LIBOR Rate Loans requested to be made by the Borrowers on the first day of such Interest Period shall be made, at the
sole option of the Borrowers, as Base Rate Loans or such request shall be cancelled and (b) any affected Loans that were to have
been converted at the request of the Borrowers on the first day of such Interest Period to or continued as LIBOR Rate Loans shall
be converted to or continued as Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further
Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected.


 






    	 	42	 



     


    

If at any time the Administrative Agent determines
(which determination shall be final and conclusive and binding on all parties hereto absent manifest error), or the Borrowers or
the Required Lenders notify the Administrative Agent (with in the case of the Required Lenders, a copy to the Borrowers) that the
Borrowers or the Required Lenders (as applicable) shall have determined (which determination likewise shall be final and conclusive
and binding upon all parties hereto absent manifest error) that (a) the circumstances set forth in clause (a) of the immediately
preceding paragraph have arisen and such circumstances are unlikely to be temporary, (b) the circumstances set forth in clause
(a) of the immediately preceding paragraph have not arisen but the supervisor for the administrator of LIBOR or a Governmental
Authority having or purporting to have jurisdiction over the Administrative Agent has made a public statement identifying a specific
date after which LIBOR shall no longer be used for determining interest rates for loans or (c) syndicated credit facilities among
national and/or regional banks active in leading and participating in such facilities currently being executed, or that include
language similar to that contained in the first paragraph of this Section 2.17, are being executed or amended (as applicable) to
incorporate or adopt a new interest rate to replace the LIBOR Rate for determining interest rates for loans, then the Administrative
Agent and the Parent shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then
prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time and shall
enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement
as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Percentage);
provided that, to the extent such market practice is not administratively feasible for the Administrative Agent, such alternative
rate of interest to LIBOR shall be applied as otherwise reasonably determined by the Administrative Agent and the Parent (it being
understood that any such modification to application by the Administrative Agent made as so determined shall not require the consent
of, or consultation with, any of the Lenders). Notwithstanding anything to the contrary in Section 9.1, such amendment shall become
effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall
not have received, within ten Business Days of the date written notice of such alternate rate of interest is provided to the Lenders,
a written notice from the Required Lenders stating that such Lenders object to such amendment. Until an alternate rate of interest
shall be determined in accordance with this paragraph of this Section 2.17 (but, in the case of the circumstances described in
clause (b) of the first sentence of this paragraph of this Section 2.17, only to the extent LIBOR for the applicable currency and
such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion/Extension that
requests the conversion of any borrowing of Loans to, or continuation of any borrowing of Loans as, a borrowing of LIBOR Rate Loans
shall be ineffective and (y) if any Notice of Borrowing requests a borrowing of LIBOR Rate Loans, such borrowing shall be made
as a borrowing of Base Rate Loans; provided that, if such alternate rate of interest shall be less than zero, then such rate shall
be deemed to be zero for the purposes of this Agreement.


 


2.18         
Illegality.


 


Notwithstanding any other provision of this
Credit Agreement, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by
the relevant Governmental Authority to any Lender shall make it unlawful for such Lender or its Lending Office to make or maintain
LIBOR Rate Loans, as contemplated by this Credit Agreement or to obtain in the applicable interbank market through its Lending
Office the funds with which to make such Loans, (a) such Lender shall promptly notify the Administrative Agent and the Borrowers
thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall forthwith
be suspended until the Administrative Agent shall give notice that the condition or situation which gave rise to the suspension
shall no longer exist and (c) such Lender’s Loans then outstanding as LIBOR Rate Loans, if any, shall be converted to Base
Rate Loans on the last day of the Interest Period for such Loans or within such earlier period as required by law. The Borrowers
hereby agree promptly to pay any Lender, upon its demand, any additional amounts necessary to compensate such Lender for actual
and direct costs (but not including anticipated profits) reasonably incurred by such Lender including any interest or fees payable
by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate as
to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent to the Borrowers
shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts
to change its Lending Office) to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section; provided,
however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory
burdens deemed by such Lender in its sole discretion to be material.


 






    	 	43	 



     


    

2.19         
Requirements of Law.


 


(a)               
If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental
Authority made subsequent to the Closing Date:


 


(i)                
shall subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any LIBOR Rate Loan made by
it, or change the basis of taxation of payments to such Lender in respect thereof (except for any Indemnified Taxes indemnifiable
under Section 2.21 or any Excluded Taxes);


 


(ii)              
shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets
held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other
acquisition of funds by, any office of any Lender which is not otherwise included in the determination of the LIBOR Rate hereunder;
or


 


(iii)            
shall impose on such Lender any other condition;


 


and the result of any of the foregoing is to increase the cost to
such Lender of making or maintaining LIBOR Rate Loans, or to reduce any amount receivable hereunder or under any Note, then, in
any such case, the Borrowers shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such
Lender for such additional cost or reduced amount receivable which such Lender reasonably deems to be material as determined by
such Lender. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the
Administrative Agent to the Borrowers shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable
efforts (including reasonable efforts to change its Lending Office) to avoid or to minimize any amounts which might otherwise be
payable pursuant to this subsection (a); provided, however, that such efforts shall not cause the imposition
on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material.
Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and
all requests, rules, guidelines or directives thereunder or issued in connection therewith as well as (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 be deemed to be a change in “Requirement of Law,” regardless of the date enacted, adopted or issued.


 






    	 	44	 



     


    

(b)              
If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital
adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling
such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from
any central bank or Governmental Authority made subsequent to the Closing Date does or shall have the effect of reducing the rate
of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below
that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration
such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount reasonably
deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such
Lender, the Borrowers shall pay to such Lender such additional amount as shall be certified by such Lender as being required to
compensate it for such reduction (but, in the case of outstanding Base Rate Loans, without duplication of any amounts already recovered
by a Lender by reason of an adjustment in the Alternate Base Rate). Such a certificate as to any additional amounts payable under
this Section submitted by a Lender (which certificate shall include a description of the basis for the computation), through the
Administrative Agent to the Borrowers shall be conclusive absent manifest error.


 


(c)               
Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section
2.19 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrowers
shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.19 for any increased
costs incurred or reductions suffered more than six (6) months prior to the date that such Lender, as the case may be, notifies
the Borrowers of the Requirement of Law giving rise to such increased costs or reductions and of such Lender’s intention
to claim compensation therefor (except that, if the Requirement of Law giving rise to such increased costs or reductions is retroactive,
then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).


 


(d)              
The agreements in this Section 2.19 shall survive the termination of this Credit Agreement and payment of the Notes
and all other amounts payable hereunder.


 


2.20         
Indemnity.


 


The Borrowers hereby agree to indemnify each
Lender and to hold such Lender harmless from any funding loss or expense which such Lender may sustain or incur as a consequence
of (a) default by the Borrowers in payment of the principal amount of or interest on any Loan by such Lender in accordance with
the terms hereof, (b) default by the Borrowers in accepting a borrowing after the Borrowers have given a notice in accordance with
the terms hereof, (c) default by the Borrowers in making any repayment after the Borrowers have given a notice in accordance with
the terms hereof, and/or (d) the making by the Borrowers of a repayment or prepayment of a Loan, or the conversion thereof, on
a day which is not the last day of the Interest Period with respect thereto, in each case including any such loss or expense arising
from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Loans hereunder to the
extent not received by such Lender in connection with the re-employment of such funds (but excluding loss of anticipated profits).
A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender, through the Administrative
Agent to the Borrowers (which certificate must be delivered to the Administrative Agent within thirty (30) days following such
default, repayment, prepayment or conversion and shall set forth the basis for requesting such amounts in reasonable detail) shall
be conclusive in the absence of manifest error. The agreements in this Section 2.20 shall survive termination of this Credit
Agreement and payment of the Notes and all other amounts payable hereunder.


 






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2.21         
Taxes.


 


(a)               
All payments made by any Credit Party hereunder or under any Credit Document will be, except as required by applicable law,
made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments
or other charges of whatever nature now or hereafter imposed by any Governmental Authority or by any political subdivision or taxing
authority thereof or therein, including all interest, penalties and additions to tax with respect thereto (“Taxes”).
If any Credit Party, the Administrative Agent or any other applicable withholding agent is required by law to make any deduction
or withholding on account of any Taxes from or in respect of any sum paid or payable by any Credit Party to any Lender or the Administrative
Agent under any of the Credit Documents, then the applicable withholding agent shall make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if
such Tax is an Indemnified Tax, the sum payable by the applicable Credit Party to such Lender or the Administrative Agent shall
be increased by such Credit Party to the extent necessary to ensure that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Section 2.21) each Lender (or, in the
case of a payment made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the
sum it would have received had no such deduction or withholding been made. As soon as practicable after any payment of Taxes by
any Credit Party to a Governmental Authority pursuant to this Section 2.21, such Credit Party shall deliver to the Administrative
Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(b)              
In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable
law.


 


(c)               
The Credit Parties shall, jointly and severally, indemnify and hold harmless each Lender and the Administrative Agent, within
10 days after written demand therefor, for the full amount of any Indemnified Taxes (including any Indemnified Taxes imposed on
or attributable to amounts payable under this Section 2.21) paid or payable by such Lender or the Administrative Agent, whether
or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability prepared in good faith and delivered by a Lender (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of another Lender, shall be conclusive absent manifest error.


 


(d)              
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any payments made under
any Credit Document shall deliver to the Parent and the Administrative Agent, at the time or times reasonably requested by the
Parent or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Parent or the
Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any Lender, if reasonably requested by the Parent or the Administrative Agent, shall deliver such other documentation prescribed
by applicable law or reasonably requested by the Parent or the Administrative Agent as will enable the Parent or the Administrative
Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than any documentation relating to U.S. federal withholding Taxes) shall not be required if in the Lender’s reasonable judgment
such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender. Each Lender hereby authorizes the Administrative Agent to deliver to
the Parent and to any successor Administrative Agent any documentation provided to the Administrative Agent pursuant to this Section
2.21(d).


 






    	 	46	 



     


    

Without limiting the generality of
the foregoing,


 


(1)              
Each Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) shall
deliver to the Parent and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Parent or the Administrative Agent), two executed originals
of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.


 


(2)              
Each Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code)
agrees to deliver to the Parent and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Parent or the Administrative Agent), whichever
of the following is applicable:


 


(i)                
two executed originals of IRS Form W-8BEN or W-8BEN-E (or successor forms) claiming eligibility for the benefits of an income
tax treaty to which the United States is a party,


 


(ii)              
two executed originals of IRS Form W-8ECI (or successor forms),


 


(iii)            
in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c)
of the Code, (x) two executed originals of a certificate substantially in the form of Exhibit F (any such certificate, a
“Tax Exempt Certificate”) and (y) two executed originals of IRS Form W-8BEN or W-8BEN-E (or successor forms),


 


(iv)            
to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership or a participating Lender),
IRS Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, Tax Exempt Certificate,
Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required
under this Section 2.21(d) if such beneficial owner were a Lender, as applicable (provided that if the Lender is a partnership
(and not a participating Lender) and one or more direct or indirect partners are claiming the portfolio interest exemption, the
United States Tax Compliance Certificate may be provided by such Lender on behalf of such direct or indirect partners(s)), or


 


(v)              
two executed originals of any other form prescribed by applicable U.S. federal income Tax laws (including the Treasury Regulations)
as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding Tax on any payments to
such Lender under the Credit Documents.


 






    	 	47	 



     


    

(3)              
If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections
1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Parent and the Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by the Parent or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Parent or the Administrative Agent as may be necessary for the Parent and the Administrative Agent
to comply with their FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s FATCA
obligations and to determine the amount, if any, to deduct and withhold from such payment.


 


In addition, each Lender agrees that, whenever
a lapse in time or change in circumstances renders any such documentation (including any specific documentation required in this
Section 2.21(d)) obsolete, expired or inaccurate in any respect, it shall deliver promptly to the Parent and the Administrative
Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Parent or the Administrative
Agent) or promptly notify the Parent and the Administrative Agent in writing of its legal ineligibility to do so.


 


Notwithstanding anything to the contrary in
this Section 2.21(d), no Lender shall be required to deliver any documentation that it is not legally eligible to deliver.


 


(e)               
Each Lender that requests reimbursement for amounts owing pursuant to this Section 2.21 agrees to use reasonable
efforts (including reasonable efforts to change its lending office) to avoid or to minimize any amounts which might otherwise be
payable pursuant to this Section 2.21; provided, however, that such efforts shall not cause the imposition
on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material.


 


(f)               
If the Administrative Agent or any Lender determines, in its good faith discretion, that it has received a refund of any
Indemnified Taxes as to which it has been indemnified by a Credit Party or with respect to which a Credit Party has paid additional
amounts pursuant to this Section 2.21, it shall promptly pay to the relevant Credit Party an amount equal to such refund
(but only to the extent of indemnity payments made, or additional amounts paid, by the Credit Party under this Section 2.21
with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes imposed
with respect to such refund) of the Administrative Agent or such Lender, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund); provided that the applicable Credit Party,
upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Credit Party (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender
in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection
shall not be construed to interfere with the right of a Lender or the Administrative Agent to arrange its Tax affairs in whatever
manner it thinks fit nor oblige any Lender or the Administrative Agent to disclose any information relating to its Tax affairs
or any computations in respect thereof or require any Lender or the Administrative Agent to do anything that would prejudice its
ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled. Notwithstanding
anything to the contrary, in no event will any Lender be required to pay any amount to a Credit Party the payment of which would
place such Lender in a less favorable net after-tax position than it would have been in if the additional amounts or indemnification
payments giving rise to such refund of any Indemnified Taxes had never been paid.


 






    	 	48	 



     


    

(g)               
The agreements in this Section 2.21 shall survive the termination of this Credit Agreement, the payment of the Notes
and all other amounts payable hereunder, the resignation of the Administrative Agent and any assignment of rights by, or replacement
of, any Lender.


 


2.22         
[Reserved].


 


2.23         
Replacement of Lenders.


 


The Borrowers shall be permitted to replace
any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.18, Section 2.19 or Section
2.21 or (b) is a Defaulting Lender hereunder; provided that (i) such replacement does not conflict with any Requirement
of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such
replacement, such Lender shall have taken no action under Section 2.18, Section 2.19(a) or Section 2.21(e),
as applicable, so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.18, Section 2.19
or Section 2.21, (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to
such replaced Lender on or prior to the date of replacement, (v) the Borrowers shall be liable to such replaced Lender under Section
2.20 if any LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period
relating thereto, (vi) the replacement shall be a financial institution that, if not already a Lender, shall be reasonably acceptable
to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions
of Section 9.6 (provided that the Borrowers shall be obligated to pay the registration and processing fee referred
to therein), (viii) with respect to payments due through such time as such replacement shall be consummated, the Borrowers shall
pay all additional amounts (if any) required pursuant to Section 2.18, 2.19 or 2.21, as the case may be and
(ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any
other Lender shall have against the replaced Lender. In the event any replaced Lender fails to execute the agreements required
under Section 9.6 in connection with an assignment pursuant to this Section 2.23, the Borrowers may, upon two (2)
Business Days’ prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender
shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrowers to require such replacement cease to apply.


 


2.24         
[Reserved].


 


2.25         
Defaulting Lenders.


 


Notwithstanding anything to the contrary contained
in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender,
to the extent permitted by applicable law:


 


(a)               
Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent
with respect to this Agreement shall be restricted as set forth in Section 9.1.


 


(b)              
Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative
Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts
made available to the Administrative Agent for the account of such Defaulting Lender pursuant to Section 9.7), shall be
applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any
amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrowers may request (so
long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed
to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined
by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy
obligations of such Defaulting Lender to fund Loans under this Agreement; fourth, to the payment of any amounts owing to
the Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative
Agent or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower
as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a
result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender
or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a
Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to
this Section 2.25(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto.


 






    	 	49	 



     


    

(c)               
Defaulting Lender Cure. If the Borrowers and the Administrative Agent agree in writing in their good faith judgment
that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties
hereto, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having
been a Defaulting Lender.


 


2.26         
Incremental Term Loans.


 


(a)               
At any time, the Borrowers may by written notice to the Administrative Agent elect to request the establishment of one or
more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an
“Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental
Term Loan”); provided that the total aggregate amount for all such Incremental Term Loan Commitments shall not
exceed $350,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the
Borrowers propose that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business
Days after the date on which such notice is delivered to Administrative Agent. The Borrowers may invite any Lender, any Affiliate
of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide
an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”). Any Lender or any
Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect
or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall
become effective as of such Increased Amount Date; provided that:


 


(A)             
no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental
Term Loan Commitment and (2) the making of any Incremental Term Loans pursuant thereto (except in connection with any Consolidated
Company Investment; provided that in such case, no Event of Default under Sections 7.1(a) or (g) shall exist
after giving effect thereto);


 






    	 	50	 



     


    

(B)             
the representations and warranties made by the Credit Parties herein or in any other Credit Document or which are contained
in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material
respects (except to the extent that any such representation or warranty is qualified by materiality, in which case such representation
and warranty shall be true and correct) on and as of the date of such Increased Amount Date as if made on and as of such date (except
for those which expressly relate to an earlier date) (except in connection with any Acquisition not prohibited hereunder; provided
that in such case, the representations and warranties set forth in Sections 3.1(i), 3.2, 3.3, 3.4,
3.6, 3.7 and 3.13 with respect to the ParentHoldco and its Subsidiaries (on a pro
forma basis giving effect to such Acquisition), and customary specified acquisition agreement representations and warranties with
respect to the entity and/or assets to be acquired, shall be true and correct in all material respects on and as of such Increased
Amount Date);


 


(C)             
the Administrative Agent and the Lenders shall have received from the Borrowers a Pro Forma Compliance Certificate demonstrating
that the Credit Parties will be in compliance on a pro forma basis with the financial covenants set forth in Section 6.1
after giving effect to (1) any Incremental Term Loan Commitment, (2) the making of any Incremental Term Loans pursuant thereto
and (3) any Consolidated Company Investment consummated in connection therewith; provided that if such Incremental Term
Loans are incurred in connection with a Consolidated Company Investment or an irrevocable redemption or repayment of Indebtedness,
compliance with the financial covenants set forth in Section 6.1 may be determined, at the option of the Parent, at the
time of signing the applicable acquisition agreement or the date of irrevocable notice of redemption or repayment, as applicable
(in which case, such Incremental Term Loans will be deemed outstanding for purposes of calculating the maximum amount of Indebtedness
that can be incurred under any leverage-based test hereunder); provided further, that if the Parent has made such election,
in connection with the calculation of any financial ratio (other than the financial covenants set forth in Section 6.1)
on or following such date and prior to the earlier of the date on which such Consolidated Company Investment is consummated or
the definitive agreement for such Consolidated Company Investment is terminated or such redemption or repayment is made, as applicable,
any such ratio shall be calculated on a Pro Forma Basis assuming such Consolidated Company Investment, redemption or repayment
and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated, except to
the extent such calculation would result in a lower leverage ratio than would apply if such calculation was made without giving
pro forma effect to such Consolidated Company Investment, redemption, repayment, other pro forma events and Indebtedness;


 


(D)             
the proceeds of any Incremental Term Loans shall be used solely for the Investment Purpose;


 


(E)              
each Incremental Term Loan Commitment (and the Incremental Term Loans made thereunder) shall constitute obligations of the
Borrowers and shall be guaranteed with the other Extensions of Credit on a pari passu basis;


 






    	 	51	 



     


    

(F)              
in the case of each Incremental Term Loan (the terms of which shall be set forth in the relevant Lender Joinder Agreement):


 


(w)       such
Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Administrative Agent, the Incremental Term
Loan Lenders making such Incremental Term Loan and the Borrowers, but will not in any event have a shorter weighted average life
to maturity than the remaining weighted average life to maturity of the Latest Maturing Loan or a maturity date earlier than the
Latest Maturity Date;


 


(x)       the
Applicable Percentage and pricing grid, if applicable, for such Incremental Term Loan shall be determined by the Administrative
Agent, the applicable Incremental Term Loan Lenders and the Borrowers on the applicable Increased Amount Date;


 


(y)       all
other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions
applicable to the existing Term Loan, shall be reasonably satisfactory to the Administrative Agent; and


 


(z)       such
Incremental Term Loans shall be made available only to the Borrowers and only in U.S. Dollars;


 


it being understood that, to the extent any financial
maintenance covenant is added for the benefit of any Incremental Term Loan Commitment or any Incremental Term Loans, no consent
with respect to such financial maintenance covenant shall be required from the Administrative Agent or any existing Lender so long
as such financial maintenance covenant is added to this Agreement for the benefit of the existing Commitments and Loans;


 


(G)             
any Incremental Term Loan Lender making any Incremental Term Loan shall be entitled to the same voting rights as the existing
Term Loan Lenders under the Term Loans and each Incremental Term Loan shall receive proceeds of prepayments on the same basis as
the existing Term Loans (such prepayments to be shared pro rata on the basis of the original aggregate funded amount thereof among
the existing Term Loans and the Incremental Term Loans);


 


(H)             
such Incremental Term Loan Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and
delivered by the Borrowers, the Administrative Agent and the applicable Incremental Term Loan Lenders (which Lender Joinder Agreement
may, without the consent of any other Lenders or Credit Parties, effect such amendments to this Agreement and the other Credit
Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrowers, to effect the provisions
of this Section 2.26); and


 


(I)                
the Credit Parties shall deliver or cause to be delivered any customary legal opinions or other customary closing documents
(including a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing
such Incremental Term Loan) reasonably requested by Administrative Agent in connection with any such transaction.


 






    	 	52	 



     


    

(b)              
(i)The Incremental Term Loans shall be deemed to be Term Loans; provided that such Incremental Term Loan may
be designated as a separate tranche of Term Loans for all purposes of this Credit Agreement.


 


(ii)              
The Incremental Term Loan Lenders shall be included in any determination of the Required Lenders, and the Incremental Term
Loan Lenders will not constitute a separate voting class for any purposes under this Credit Agreement.


 


(c)               
On any Increased Amount Date on which any Incremental Term Loan Commitment becomes effective, subject to the foregoing terms
and conditions, each Incremental Term Loan Lender with an Incremental Term Loan Commitment shall make an Incremental Term Loan
to the Borrowers in an amount equal to its Incremental Term Loan Commitment and shall become a Term Loan Lender hereunder with
respect to such Incremental Term Loan Commitment and the Incremental Term Loan made pursuant thereto.


 


(d)       Notwithstanding
any provision to the contrary contained herein, if a Subsidiary of the ParentHoldco (other than any existing
Borrower) shall, at the time of any proposed Incremental Term Loan, own assets consistent with those set forth in the Investment
Purpose, and which the Administrative Agent deems eligible assets for purposes of this Agreement, then, at the Parent’s sole
election, such Subsidiary may be joined as an additional Borrower under this Agreement, subject to joinder documentation and related
terms and conditions to be agreed upon by the Administrative Agent and the Credit Parties; provided that, it is understood
and agreed that such joinder may be a condition precedent to the closing and funding of the proposed Incremental Term Loan if so
requested by the financial institutions providing the proposed Incremental Term Loans.


 


2.27         
Joint and Several Liability of Borrowers.


 


(a)                    
Each of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation
to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and
in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each
of them.


 


(b)                   
Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also
as a co-debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the
Credit Party Obligations arising under this Agreement and the other Credit Documents, it being the intention of the parties hereto
that all the Credit Party Obligations shall be the joint and several obligations of each of the Borrowers without preferences or
distinction among them.


 


(c)                    
If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Credit Party Obligations
as and when due or to perform any of the Credit Party Obligations in accordance with the terms thereof, then in each such event,
the other Borrowers will make such payment with respect to, or perform, such Credit Party Obligation.


 


(d)                   
The obligations of each Borrower under the provisions of this Section 2.27 constitute full recourse Credit Party
Obligations of such Borrower, enforceable against it to the full extent of its properties and assets.


 






    	 	53	 



     


    

(e)                    
Except as otherwise expressly provided herein, to the extent permitted by law, each Borrower (in its capacity as a joint
and several obligor in respect of the Credit Party Obligations of the other Borrowers) hereby waives notice of acceptance of its
joint and several liability, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly
required to be given pursuant to the terms of this Agreement), or of any demand for any payment under this Agreement, notice of
any action at any time taken or omitted by the Administrative Agent or the Lenders under or in respect of any of the Credit Party
Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection
with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment
of any of the Credit Party Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence
by the Administrative Agent or the Lenders at any time or times in respect of any default by the other Borrowers in the performance
or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the
Administrative Agent or the Lenders in respect of any of the Credit Party Obligations hereunder, and the taking, addition, substitution
or release, in whole or in part, at any time or times, of any security for any of such Credit Party Obligations or the addition,
substitution or release, in whole or in part, of the other Borrowers. Without limiting the generality of the foregoing, each Borrower
(in its capacity as a joint and several obligor in respect of the Credit Party Obligations of the other Borrowers) assents to any
other action or delay in acting or any failure to act on the part of the Administrative Agent or the Lenders, including any failure
strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder
which might, but for the provisions of this Section 2.27, afford grounds for terminating, discharging or relieving such
Borrower, in whole or in part, from any of its Credit Party Obligations under this Section 2.27, it being the intention
of each Borrower that, so long as any of the Credit Party Obligations hereunder remain unsatisfied, the Credit Party Obligations
of such Borrower under this Section 2.27 shall not be discharged except by performance and then only to the extent of such
performance. The Obligations of each Borrower under this Section 2.27 shall not be diminished or rendered unenforceable
by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower
or a Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding
any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation
of any Borrower or any of the Lenders.


 


(f)                    
The provisions of this Section 2.27 are made for the benefit of the Lenders and their successors and assigns, and
may be enforced by them from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement
on the part of the Lenders first to marshal any of its claims or to exercise any of its rights against the other Borrowers or to
exhaust any remedies available to it against the other Borrowers or to resort to any other source or means of obtaining payment
of any of the Credit Party Obligations hereunder or to elect any other remedy. The provisions of this Section 2.27 shall
remain in effect until the Commitments have been terminated, no Loans remain outstanding and all amounts owing hereunder or under
any other Credit Document or in connection herewith or therewith (other than contingent indemnity obligations) have been paid in
full. If at any time, any payment, or any part thereof, made in respect of any of the Credit Party Obligations is rescinded or
must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of any of the Borrowers,
or otherwise, the provisions of this Section 2.27 will forthwith be reinstated and in effect as though such payment had
not been made.


 


(g)                    
Notwithstanding any provision to the contrary contained herein or in any of the other Credit Documents, to the extent the
Credit Party Obligations of any Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because
of any applicable state or federal Law relating to fraudulent conveyances or transfers) then the Credit Party Obligations of such
Borrower hereunder shall be limited to the maximum amount that is permissible under applicable Law (whether federal or state and
including the Bankruptcy Code).


 






    	 	54	 



     


    

2.28         
Administrative Borrower.


 


The Borrowers hereby appoint the WestRock CP
to act as their agent and as the administrative borrower (in such capacity, the “Administrative Borrower”) for
all purposes under this Agreement and the other Credit Documents (including, without limitation, with respect to all matters related
to the borrowing and repayment of Loans) and agree that (a) the Administrative Borrower may execute such documents on behalf of
the Borrowers as the Administrative Borrower deems appropriate in its sole discretion and the Borrowers shall be obligated by all
of the terms of any such document executed on its behalf, (b) any notice or communication delivered by the Administrative Agent
or any Lender to the Administrative Borrower shall be deemed delivered to all of the Borrowers and (c) the Administrative Agent
or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by the Administrative Borrower
on behalf of the Borrowers.


 


Article
III



REPRESENTATIONS AND WARRANTIES


 


To induce the Lenders to enter into this Credit
Agreement and to make Loans herein provided for, the Credit Parties hereby represent and warrant to the Administrative Agent and
to each Lender that:


 


3.1             
Corporate Existence; Compliance with Law.


 


The ParentHoldco and
each of its Subsidiaries is a corporation or other legal entity duly organized, validly existing and (to the extent the concept
is applicable in such jurisdiction) in good standing under the laws of its jurisdiction of organization, except where the failure
to be in good standing would not reasonably be likely to have a Material Adverse Effect. The ParentHoldco
and each of its Subsidiaries (i) has the corporate power and authority and the legal right to own and operate its property and
to conduct its business, (ii) is duly qualified as a foreign corporation or other legal entity and in good standing under the laws
of each jurisdiction where its ownership of property or the conduct of its business requires such qualification, and (iii) is in
compliance with all Requirements of Law, except where (a) the failure to have such power, authority and legal right as set forth
in clause (i) hereof, (b) the failure to be so qualified or in good standing as set forth in clause (ii) hereof, or (c) the failure
to comply with Requirements of Law as set forth in clause (iii) hereof, is not reasonably likely, in the aggregate, to have a Material
Adverse Effect. No Credit Party is an EEA Financial Institution.


 


3.2             
Corporate Power; Authorization.


 


Each of the Credit Parties has the corporate
power and authority to make, deliver and perform the Credit Documents to which it is a party and has taken all necessary corporate
action to authorize the execution, delivery and performance of such Credit Documents. No consent or authorization of, or filing
with, any Person (including any Governmental Authority), is required in connection with the execution, delivery or performance
by a Credit Party, or the validity or enforceability against a Credit Party, of the Credit Documents, other than such consents,
authorizations or filings which have been made or obtained and those consents, authorizations and filings the failure of which
to make or obtain would not reasonably be likely to have a Material Adverse Effect.


 


3.3             
Enforceable Obligations.


 






    	 	55	 



     


    

This Agreement has been duly executed and delivered
by the Parent and the Borrowers and, upon delivery of a counterpart signature page hereto by each of Holdco, RockTenn and
MWV, will be duly executed and delivered by each of Holdco, RockTenn and MWV, and each other Credit Document will be duly
executed and delivered, by each Credit Party party thereto, as applicable, and this Credit Agreement constitutes (or, in the case
of each of Holdco, RockTenn and MWV, will constitute upon the delivery of a counterpart signature page hereto), and each
other Credit Document when executed and delivered will constitute, legal, valid and binding obligations of each Credit Party executing
the same, enforceable against such Credit Party in accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally
and by general principles of equity.


 


3.4             
No Legal Bar.


 


The execution, delivery and performance by each
Credit Party of the Credit Documents to which it is a party will not (a) violate (i) such Person’s articles or certificate
of incorporation (or equivalent formation document), bylaws or other organizational or governing documents or (ii) any Requirement
of Law or (b) cause a breach or default under any of their respective Material Contracts, except, with respect to any violation,
breach or default referred to in clause (a)(ii) or (b), to the extent that such violation, breach or default would not reasonably
be likely to have a Material Adverse Effect.


 


3.5             
No Material Litigation.


 


No litigation, investigation or proceeding of
or before any court, tribunal, arbitrator or governmental authority is pending or, to the knowledge of any Responsible Officer
of the Parent, threatened in writing by or against any Credit Party or any of the Restricted Subsidiaries, or
against any of their respective properties or revenues, existing or future (a) that is adverse in any material respect to the interests
of the Lenders with respect to any Credit Document or any of the transactions contemplated hereby or thereby, or (b) that is reasonably
likely to have a Material Adverse Effect.


 


3.6             
Investment Company Act.


 


None of the Credit Parties nor any Restricted
Subsidiary is an “investment company” registered or required to be registered under the Investment Company Act of 1940,
as amended, and is not controlled by such a company.


 


3.7             
Margin Regulations.


 


No part of the proceeds of the Loans hereunder
will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin stock” within the meaning
of Regulation U. Neither the execution and delivery hereof by the Credit Parties, nor the performance by them of any of the transactions
contemplated by this Credit Agreement (including the direct or indirect use of the proceeds of the Loans) will violate or result
in a violation of Regulation T, U or X.


 


3.8             
Compliance with Environmental Laws. Except for any matters that would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect:


 


(a)               
None of the Credit Parties nor any of the Restricted Subsidiaries has received from any third party any notices of claims
or potential liability under, or notices of failure to comply with, any Environmental Laws.


 






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(b)              
None of the Credit Parties nor any of the Restricted Subsidiaries has received any notice of violation, or notice of any
action, either judicial or administrative, from any Governmental Authority relating to the actual or alleged violation of any Environmental
Law, including any such notice of violation or action based upon any actual or alleged Release or threat of Release of any Hazardous
Substances by a Credit Party or any of the Restricted Subsidiaries or its employees or agents, or as to the existence of any contamination
at any location for which a Credit Party or any Restricted Subsidiary is or is alleged to be responsible.


 


(c)               
None of the Credit Parties nor any of the Restricted Subsidiaries, nor, to the knowledge of any Credit Party, any other
Person, has caused any Release or threat of Release of any Hazardous Substance, with respect to any real property currently or
formerly owned, leased or operated by a Credit Party or any Restricted Subsidiary or has violated any Environmental Law, that is
reasonably likely to result in penalties, fines, claims or other liabilities to a Credit Party or any Restricted Subsidiary pursuant
to any Environmental Law.


 


(d)              
The Credit Parties and the Restricted Subsidiaries and their respective operations are in compliance with all Environmental
Laws, and have obtained, maintained and are in compliance with all necessary governmental permits, licenses and approvals required
under Environmental Law for the operations conducted on their respective properties.


 


3.9             
Subsidiaries[Reserved].


 


Schedule 3.9 is a complete and
correct list of the Parent’s Subsidiaries and the Joint Ventures of the Parent and its Subsidiaries, in each case, as of
the Closing Date after giving effect to the Combination, showing, as to each Subsidiary and Joint Venture, the correct name thereof,
the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock or similar equity interests
outstanding owned by the Parent and each other Subsidiary.


 


 


 


3.10         
Financial Statements, Fiscal Year and Fiscal Quarters.


 


(a)               
The Parent has furnished to the Administrative Agent and the Lenders (i) copies of audited consolidated financial statements
of RockTenn and its Subsidiaries (prior to giving effect to the Combination) and of MWV and its Subsidiaries for the three (3)
fiscal years most recently ended prior to the Closing Date for which audited financial statements are available (it being understood
that the Administrative Agent and the Lenders have received audited consolidated financial statements of RockTenn, MWV and their
respective Subsidiaries for fiscal years 2012, 2013 and 2014), in each case audited by independent public accountants of recognized
national standing and prepared in conformity with GAAP, (ii) copies of interim unaudited condensed consolidated balance sheets,
statements of operations and statements of cash flows of RockTenn and its Subsidiaries (prior to giving effect to the Combination)
as of and for December 31, 2014 and March 31, 2015 and of MWV and its Subsidiaries as of and for March 31, 2015, (iii) copies of
pro forma condensed consolidated balance sheet and statement of income for the Parent and its Subsidiaries for the periods
for which such pro forma financial statements would be required pursuant to Regulation S-X under the Securities Act applicable
to a registration statement under the Securities Act on Form S-1 (“Regulation S-X”), in each case giving pro
forma effect to the Transactions (prepared in accordance with Regulation S-X, and all other rules and regulations of the SEC
under the Securities Act), and including such other adjustments as are reasonably acceptable to the Lead Arrangers, (iv) quarterly
projections prepared by management of balance sheets, income statements and cash flow statements of the Parent and its Subsidiaries
for the fiscal years ending September 30, 2015 and 2016 and (v) annual projections prepared by management of balance sheets, income
statements and cash flow statements of the Parent and its Subsidiaries for the fiscal years ending September 30, 2017, 2018 and
2019.


 






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(b)              
The financial statements referenced in subsection (a) (other than the financial statements referenced in clause (iii)
and the projections referenced in clause (iv) of subsection (a)) fairly present in all material respects the consolidated
financial condition of RockTenn and its Subsidiaries or MWV and its Subsidiaries, as applicable, as at the dates thereof and the
results of operations for such periods in conformity with GAAP consistently applied (subject, in the case of the quarterly financial
statements, to normal year-end audit adjustments and the absence of certain notes). The Credit Parties and the Restricted Subsidiaries
taken as a whole did not have any material contingent obligations, contingent liabilities, or material liabilities for known taxes,
long-term leases or unusual forward or long-term commitments required to be reflected in the foregoing financial statements or
the notes thereto that are not so reflected.


 


(c)               
The pro forma condensed consolidated balance sheet and statement of income referenced in clause (iii) of subsection
(a) are based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading
in any material respect.


 


(d)              
The projections referenced in clause (iv) of subsection (a) were prepared in good faith on the basis of the assumptions
stated therein, which assumptions are fair in light of then existing conditions (it being understood that projections may vary
from actual results and that such variances may be material).


 


(e)               
Since September 30, 2014, there has been no change with respect to the Consolidated Companies taken as a whole which has
had or is reasonably likely to have a Material Adverse Effect.


 


3.11         
ERISA.


 


(a)               
Compliance. Each Plan maintained by the Credit Parties and the Restricted Subsidiaries has at all times been maintained,
by its terms and in operation, in compliance with all applicable laws, except for such instances of non-compliance that, individually
or in the aggregate, are not reasonably likely to have a Material Adverse Effect.


 


(b)              
Liabilities. None of the Credit Parties nor the Restricted Subsidiaries is subject to any liabilities (including
withdrawal liabilities) with respect to any Plans of the Credit Parties, the Restricted Subsidiaries and their ERISA Affiliates
arising from Titles I or IV of ERISA, other than obligations to fund benefits under an ongoing Plan and to pay current contributions,
expenses and premiums with respect to such Plans, except for such liabilities that, individually or in the aggregate, are not reasonably
likely to have a Material Adverse Effect.


 


(c)               
Funding. Each Credit Party and each Restricted Subsidiary and, with respect to any Plan which is subject to Title
IV of ERISA, each of their respective ERISA Affiliates, have made full and timely payment of all amounts (A) required to be contributed
under the terms of each Plan and applicable law, and (B) required to be paid as expenses (including PBGC or other premiums) of
each Plan, except for failures to pay such amounts (including any penalties attributable to such amounts) that, individually or
in the aggregate are not reasonably likely to have a Material Adverse Effect.


 






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(d)              
ERISA Event or Foreign Plan Event. No ERISA Event or Foreign Plan Event has occurred or is reasonably expected to
occur, except for such ERISA Events and Foreign Plan Events that, individually or in the aggregate, are not reasonably likely to
have a Material Adverse Effect.


 


3.12         
Accuracy and Completeness of Information.


 


None of the written reports, financial statements,
certificates, or final schedules to this Agreement or any other Credit Document heretofore, contemporaneously or hereafter furnished
by or on behalf of any Credit Party or any of its Subsidiaries to the Administrative Agent, the Lead Arrangers or any Lender for
purposes of or in connection with this Credit Agreement or any other Credit Document, or any transaction contemplated hereby or
thereby, when taken as a whole, contains as of the date of such report, financial statement, certificate or schedule or, with respect
to any such items so furnished on or prior to the Closing Date, as of the Closing Date any material misstatement of fact or omits
to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that, with respect to forecasts or projected financial information, the Credit Parties represent
only that such information was prepared in good faith based upon assumptions believed by them to be reasonable at the time made,
at the time so furnished and, with respect to any such items so furnished on or prior to the Closing Date, as of the Closing Date
(it being understood that such forecasts and projections may vary from actual results and that such variances may be material).


 


3.13         
Compliance with Trading with the Enemy Act, OFAC Rules and Regulations, Patriot Act and FCPA.


 


(a)               
Neither any Credit Party nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within
the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et
seq.), as amended. Neither any Credit Party nor any or its Subsidiaries is in violation of (i) the Trading with the Enemy Act,
as amended, (ii) any of the foreign assets control regulations of the Office of Foreign Assets Control of the United States Treasury
Department (“OFAC”) (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order
relating thereto, (iii) the Patriot Act or (iv) the Canadian AML Acts. None of the Credit Parties (A) is subject to sanctions administered
by OFAC or the U.S. Department of State or (B) to the best of its knowledge, engages in any dealings or transactions, or is otherwise
associated, with any person subject to such sanctions.


 


(b)              
None of the Credit Parties or their Subsidiaries or, to the knowledge of the Credit Parties, their respective Affiliates,
directors, officers, employees or agents is in violation of any Sanctions.


 


(c)               
None of the Credit Parties or their Subsidiaries or their respective Affiliates, directors, officers, employees or agents
(i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than 15% of its assets located in Sanctioned Entities, or (iii)
derives more than 15% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities.
The proceeds of any Loan will not be used and have not been used, in each case directly by any Credit Party or any of its Subsidiaries
or, to the knowledge of the Credit Parties, indirectly by any other Person, to fund any operations in, finance any investments
or activities in or make any payments to, a Sanctioned Person or a Sanctioned Entity.


 


(d)              
Each of the Credit Parties and their Subsidiaries and, to the knowledge of the Credit Parties, their respective directors,
officers, employees or agents is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.
and any applicable foreign counterpart thereto. None of the Credit Parties or their Subsidiaries or, to the knowledge of the Credit
Parties, their respective directors, officers, employees or agents has made and no proceeds of any Loan will be used, in each case
directly by any Credit Party or any of its Subsidiaries or, to the knowledge of the Credit Parties, indirectly by any other Person,
to make a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist
in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party
official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any
candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position
to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt
Practices Act, 15 U.S.C. §§ 78dd-1, et seq. or any applicable foreign counterpart thereto.


 






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3.14         
Use of Proceeds.


 


The Extensions of Credit will be used solely
for the Investment Purpose.


 


Article
IV



CONDITIONS PRECEDENT


 


4.1             
Conditions to Closing Date and Initial Term Loans.


 


This Credit Agreement shall become effective
upon, and the obligation of each Lender to make the initial Revolving Loans and the Term Loans on the Closing Date is subject to,
the satisfaction of the following conditions precedent:


 


(a)               
Execution of Credit Agreement and Credit Documents. Receipt by the Administrative Agent of (i) for the account of
each Closing Date Term Loan Lender that makes a request therefor, a Closing Date Term Loan Note and (ii) a fully-executed counterpart
of this Credit Agreement; in each case executed by a duly authorized officer of each party thereto and in each case conforming
to the requirements of this Credit Agreement; provided that if either RockTenn or MWV is not authorized to deliver a counterpart
to this Credit Agreement until after the consummation of the Combination, the delivery of a fully-executed counterpart to this
Credit Agreement by such Initial Guarantor (and the delivery of the documentation required by Section 4.1(b) and Section
4.1(c) with respect to such Initial Guarantor) shall not be a condition precedent to the effectiveness of this Credit Agreement
and of the obligation of each Lender to fund its portion of the Term Loan on the Closing Date; provided, however,
that each such Initial Guarantor shall deliver a counterpart to this Credit Agreement (and the documentation required by Section
4.1(b) and Section 4.1(c) with respect to such Initial Guarantor) on the Closing Date promptly after the consummation
of the Combination and the failure by any such Initial Guarantor to so deliver a counterpart to this Credit Agreement (and the
documentation required by Section 4.1(b) and Section 4.1(c) with respect to such Initial Guarantor) on the Closing
Date shall be an Event of Default.


 


(b)              
Legal Opinion. Receipt by the Administrative Agent of the following legal opinions of counsel to the Credit Parties,
in form and substance reasonably acceptable to the Administrative Agent:


 


(i)                
a legal opinion of Cravath, Swaine & Moore LLP, special New York counsel to the Credit Parties, providing customary
opinions regarding valid existence, good standing and organizational power and authority of the Credit Parties existing as of the
Closing Date organized in New York and Delaware, the Investment Company Act of 1940, as amended, no conflicts with/no creation
of liens under material contracts, enforceability of the Credit Documents, no conflicts with or consents under New York law or
Delaware corporate/limited liability company law, due authorization, execution and delivery of the Credit Documents by the Credit
Parties existing as of the Closing Date organized in New York and Delaware and no conflicts with organizational documents of the
Credit Parties existing as of the Closing Date organized in New York and Delaware; and


 






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(ii)              
legal opinion of the general counsel of the Parent, providing customary opinions regarding valid existence, good standing
and organizational power and authority of the Credit Parties existing as of the Closing Date organized in Georgia, no conflicts
with or consents under Georgia law, due authorization, execution and delivery of the Credit Documents by the Credit Parties existing
as of the Closing Date organized in Georgia, no conflicts with organizational documents of the Credit Parties existing as of the
Closing Date organized in Georgia, and no material litigation.


 


(c)               
Corporate Documents. Receipt by the Administrative Agent of the following (or their equivalent), each (other than
with respect to clause (iv)) certified by the secretary or assistant secretary of the applicable Credit Party as of the Closing
Date to be true and correct and in force and effect pursuant to a certificate in a form reasonably satisfactory to the Administrative
Agent:


 


(i)                
Articles of Incorporation. Copies of the articles of incorporation or charter documents of each Credit Party certified
to be true and complete as of a recent date by the appropriate Governmental Authority of the state of its organization.


 


(ii)              
Resolutions. Copies of resolutions of the board of directors or comparable managing body of each Credit Party approving
and adopting the respective Credit Documents (including the transactions contemplated therein) and authorizing execution and delivery
thereof.


 


(iii)            
Bylaws. Copies of the bylaws, operating agreement or partnership agreement of each Credit Party.


 


(iv)            
Good Standing. Copies, where applicable, of certificates of good standing, existence or its equivalent of each Credit
Party in its state or province of organization, certified as of a recent date by the appropriate Governmental Authorities of the
applicable state or province of organization.


 


(d)              
Officer’s Certificate. Receipt by the Administrative Agent of a certificate, in form and substance reasonably
satisfactory to it, of a Responsible Officer certifying that after giving effect to each of the Transactions (including the Combination),
the Credit Parties taken as a whole are solvent as of the Closing Date.


 


(e)               
[Reserved].


 


(f)               
Financial Information. Receipt by the Administrative Agent of the financial information described Section 3.10(a)
(for the avoidance of doubt, the Administrative Agent hereby acknowledges receipt of the financial information described in Section
3.10(a)).


 


(g)               
Termination of Existing Credit Agreements. The Administrative Agent shall have received evidence, in form and substance
reasonably satisfactory to the Administrative Agent, that all principal, interest and other amounts outstanding in connection with
the Existing Credit Agreements have been or substantially concurrently with the Closing Date are being repaid in full and terminated
and all Liens relating thereto shall have been terminated and released (or arrangements reasonably satisfactory to the Administrative
Agent shall have been made therefor).


 






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(h)              
Fees. Receipt by the Administrative Agent and the Lenders of all fees, if any, then owing pursuant to the Fee Letter
or pursuant to any other Credit Document, which fees may be paid or netted from the proceeds of the initial Extension of Credit
hereunder.


 


(i)                
Consumation of the Combination. Substantially contemporaneously with the initial Extensions of Credit hereunder,
the Combination shall have been consummated in accordance with the terms and conditions of the Combination Agreement without waiver
or modification of any provision thereof or consent required thereunder unless approved by the Lead Arrangers (such approval not
to be unreasonably withheld, conditioned or delayed), other than any such waivers, modifications or consents as are not materially
adverse to the interests of the Lenders. The Administrative Agent shall have received a copy, certified by an officer of the Parent
as true and complete, of the Combination Agreement as originally executed and delivered, together with all exhibits and schedules
thereto.


 


(j)                
Patriot Act. Each of the Lenders shall have received, at least three (3) days prior to the Closing Date (to the extent
reasonably requested on a timely basis at least seven (7) days prior to the Closing Date), all documentation and other information
required by the applicable Governmental Authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act.


 


(k)              
Representations and Warranties. The representations and warranties made by the Credit Parties herein or in any other
Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall
be true and correct in all material respects (except to the extent that any such representation or warranty is qualified by materiality,
in which case such representation and warranty shall be true and correct) on and as of the date of such Extension of Credit as
if made on and as of such date (except for those which expressly relate to an earlier date) (it being understood and agreed that,
for purposes of this Section 4.1(k), such representations and warranties shall be made giving pro forma effect to the Combination).


 


(l)                
No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date
or after giving effect to the Extension of Credit to be made on such date.


 


(m)            
Back-up Information on Mill Conversion Investments. The Administrative Agent shall have received reasonable back-up
information regarding the Borrowers’ mill conversion investments, consistent with the Investment Purpose (it being understood
that the Borrowers shall not be obligated to independently verify fair market valuation as estimated for insurance replacement
purposes by the Guarantors’ property insurance carriers).


 


(n)              
Equity Investment. The Administrative Agent shall have received evidence that WestRock CP has made a minimum equity
investment of $1,000 in CoBank.


 


(o)              
Delivery of Notice of Borrowing. The Administrative Agent shall have received a completed Notice of Borrowing with
respect to the Closing Date Term Loan, which shall include (i) a certification from the Borrowers as to the use of proceeds of
the Closing Date Term Loan consistent with the Investment Purpose and (ii) an authorization as to the account to which the net
proceeds of the Closing Date Term Loan are to be disbursed.


 






    	 	62	 



     


    

Article
V



AFFIRMATIVE COVENANTS


 


The Credit Parties covenant and agree that on
the Closing Date, and so long as this Credit Agreement is in effect and until the Commitments have been terminated, no Loans remain
outstanding and all amounts owing hereunder or under any other Credit Document or in connection herewith or therewith (other than
contingent indemnity obligations) have been paid in full, the Credit Parties shall:


 


5.1             
Corporate Existence, Etc..


 


Preserve and maintain, and cause each of the
Material Subsidiaries to preserve and maintain, its corporate existence (except as otherwise permitted pursuant to Section 6.4),
its material rights, franchises, licenses, permits, consents, approvals and contracts, and its material trade names, service marks
and other Intellectual Property (for the scheduled duration thereof), in each case material to the normal conduct of its business,
and its qualification to do business as a foreign corporation in all jurisdictions where it conducts business or other activities
making such qualification necessary, where the failure to be so qualified is reasonably likely to have a Material Adverse Effect.


 


5.2             
Compliance with Laws, Etc..


 


Comply, and cause each of the Restricted Subsidiaries
to comply, with all Requirements of Law (including all Environmental Laws, ERISA, the Trading with the Enemy Act, OFAC, the Patriot
Act and the Canadian AML Acts, each as amended) and Contractual Obligations applicable to or binding on any of them where the failure
to comply with such Requirements of Law and Contractual Obligations is reasonably likely to have a Material Adverse Effect. Each
of the Credit Parties will maintain in effect and enforce policies and procedures designed to ensure compliance by the Credit Parties,
their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


5.3             
Payment of Taxes and Claims.


 


File and cause each Restricted Subsidiary to
file all Tax returns that are required to be filed by each of them and pay, collect, withhold and remit all Taxes that have become
due pursuant to such returns or pursuant to any assessment in respect thereof received by a Credit Party or any Restricted Subsidiary,
and each Credit Party and each Restricted Subsidiary will pay or cause to be paid all other Taxes due and payable (whether or not
shown on a Tax return) before the same become delinquent, except, in each case, (i) such Taxes as are being contested in good faith
by appropriate and timely proceedings and as to which adequate reserves have been established in accordance with GAAP or (ii) where
failure to take the foregoing actions, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect.


 


5.4             
Keeping of Books.


 


Keep, and cause each of the Restricted Subsidiaries
to keep, proper books of record and account, containing complete and accurate entries of all their respective financial and business
transactions.


 


5.5             
Visitation, Inspection, Etc..


 






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Permit, and cause each of the Restricted Subsidiaries
to permit, any representative of the Administrative Agent or, during the continuance of an Event of Default, any Lender, at the
Administrative Agent’s or such Lender’s expense, to visit and inspect any of its property, to examine its books and
records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with its officers, all
at such reasonable times during normal business hours of such Credit Party or the applicable Restricted Subsidiary, as the case
may be, after reasonable prior notice to the Parent; provided, however, that unless an Event of Default has occurred
and is continuing, such visits and inspections can occur no more frequently than once per year.


 


5.6             
Insurance; Maintenance of Properties and Licenses.


 


(a)               
Maintain or cause to be maintained with financially sound and reputable insurers or through self insurance, risk retention
or risk transfer programs, insurance with respect to its properties and business, and the properties and business of the Restricted
Subsidiaries, against loss or damage of the kinds that the Parent in its judgment deems reasonable, such insurance to be of such
types and in such amounts and subject to such deductibles and self-insurance programs as the Parent in its judgment deems reasonable.


 


(b)              
Cause, and cause each Restricted Subsidiary to cause, all properties material to the conduct of its business to be maintained
and kept in good condition, repair and working order, ordinary wear and tear excepted, and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements, settlements and improvements thereof, all as in the judgment
of any Credit Party may be necessary so that the business carried on in connection therewith may be properly and advantageously
conducted at all times except as would not, individually or in the aggregate, have a Material Adverse Effect; provided,
however, that nothing in this Section 5.6(b) shall prevent a Credit Party from discontinuing the operation or maintenance
of any such properties if such discontinuance is, in the judgment of the Parent, desirable in the conduct of its business or the
business of any Credit Party or any of the Restricted Subsidiaries.


 


(c)               
Maintain, in full force and effect in all material respects, each and every material license, permit, certification, qualification,
approval or franchise issued by any Governmental Authority (each a “License”) required for each of the Credit
Parties to conduct their respective businesses as presently conducted except as would not, individually or in the aggregate, have
a Material Adverse Effect; provided, however, that nothing in this Section 5.6(c) shall prevent a Credit Party
from discontinuing the operation or maintenance of any such License if such discontinuance is, in the judgment, of the Parent,
desirable in the conduct of its business or business of any Credit Party or any of the Restricted Subsidiaries.


 


5.7             
Financial Reports; Other Notices.


 


Furnish to the Administrative Agent (for delivery
to each Lender):


 


(a)               
after the end of each of the first three quarterly accounting periods of each of its fiscal yearsFiscal
Years (commencing with the fiscal quarter ending September 30, 2015Fiscal Quarter ending on the last day
of the first Fiscal Quarter ending after the Amendment No. 2 Effective Date), as soon as prepared, but in any event at the
same time itthe SEC Filer files or is (or would be) required to file the same with the SEC, the quarterly
unaudited consolidated balance sheet of the ParentHoldco and its consolidated Subsidiaries as of the end
of such fiscal quarterFiscal Quarter and the related unaudited consolidated statements of income and cash
flows (together with all footnotes thereto) of the ParentHoldco and its consolidated Subsidiaries for such
fiscal quarterFiscal Quarter and the then elapsed portion of such fiscal yearFiscal
Year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion
of the ParentSEC Filer’s previous fiscal yearFiscal Year, accompanied by
a certificate, dated the date of furnishing, signed by a Responsible Officer of the ParentSEC Filer to
the effect that such financial statements accurately present in all material respects the consolidated financial condition of the
ParentHoldco and its consolidated Subsidiaries and that such financial statements have been prepared in accordance
with GAAP consistently applied (subject to year-end adjustments); provided, however, during any period that the
ParentHoldco has consolidated Subsidiaries which are not Consolidated Companies, the ParentHoldco
shall also provide such financial information in a form sufficient to enable the Administrative Agent and the Lenders to determine
the compliance of the Credit Parties with the terms of this Credit Agreement with respect to the Consolidated Companies; provided
further, however, that, for the fiscal quarter of the Parent ending June 30, 2015, the Parent
shall furnish to the Administrative Agent the financial statements and other information to be set forth in the Quarterly Report
on Form 10-Q as filed by the Parent for the fiscal quarter ending June 30, 2015;


 






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(b)              
after the end of each of its fiscal yearsFiscal Years (commencing with the first Fiscal Year ending
after the Amendment No. 2 Effective Date), as soon as prepared, but in any event at the same time itthe
SEC Filer files or is (or would be) required to file the same with the SEC, the annual audited report for that fiscal
yearFiscal Year for the ParentHoldco and its consolidated Subsidiaries, containing a consolidated
balance sheet of the ParentHoldco and its consolidated Subsidiaries as of the end of such fiscal
yearFiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows (together
with all footnotes thereto) of the ParentHoldco and its consolidated Subsidiaries for such fiscal
yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal
Year (which financial statements shall be reported on by the ParentSEC Filer’s independent certified
public accountants, such report to state that such financial statements fairly present in all material respects the consolidated
financial condition and results of operation of the ParentHoldco and its consolidated Subsidiaries in accordance
with GAAP, and which shall not be subject to any “going concern” or like qualification, exception, assumption or explanatory
language (other than solely as a result of a maturity date in respect of any Term Loans) or any qualification, exception, assumption
or explanatory language as to the scope of such audit); provided, however, during any period that the ParentHoldco
has consolidated Subsidiaries which are not Consolidated Companies, the ParentHoldco shall also provide
such financial information in a form sufficient to enable the Administrative Agent and the Lenders to determine the compliance
of the Credit Parties with the terms of this Credit Agreement with respect to the Consolidated Companies;


 


(c)               
not later than five days after the delivery of the financial statements described in Section 5.7(a) and (b)
above, commencing with such financial statements for the period ending September 30, 2015,earlier of the first
Fiscal Quarter and the first Fiscal Year ending after the Amendment No. 2 Effective Date, a certificate of a Responsible Officer
substantially in the form of Exhibit G, stating that, to the best of such Responsible Officer’s knowledge, each of
the Credit Parties during such period observed or performed in all material respects all of its covenants and other agreements,
and satisfied in all material respects every condition, contained in this Credit Agreement to be observed, performed or satisfied
by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such
certificate and such certificate shall include (i) the calculations in reasonable detail required to indicate compliance with Section
6.1 as of the last day of such period and that the financial information provided has been prepared in accordance with GAAP
applied consistently for the periods related thereto and (ii) a schedule that includes actual actions taken and run-rate synergies
achieved versus actions scheduled and associated estimated run-rate synergies pursuant to clause (ix) in the definition of EBITDA;


 






    	 	65	 



     


    

(d)              
promptly upon the filing thereof or otherwise becoming available, copies of all financial statements, annual, quarterly
and special reports, proxy statements and notices sent or made available generally by the ParentHoldco
to its public security holders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed
by any of them with any securities exchange or with the SEC;


 


(e)               
as soon as possible and in any event within thirty (30) days after a Credit Party or any Restricted Subsidiary knows or
has reason to know that any ERISA Event or Foreign Plan Event with respect to any Plan or Foreign Plan has occurred and such ERISA
Event or Foreign Plan Event involves a matter that has had, or is reasonably likely to have, a Material Adverse Effect, a statement
of a Responsible Officer of such Credit Party or such Restricted Subsidiary setting forth details as to such ERISA
Event or Foreign Plan Event and the action which such Credit Party or such Restricted Subsidiary proposes to take with respect
thereto;


 


(f)               
[reserved];


 


(g)               
prompt written notice of the occurrence of any Default or Event of Default;


 


(h)              
prompt written notice of the occurrence of any Material Adverse Effect;


 


(i)                
a copy of any material notice to the holders of (or any trustee with respect to) the Existing Senior Notes; and


 


(j)                
with reasonable promptness, (x) such other information relating to each Credit Party’s performance of this Credit
Agreement or its financial condition as may reasonably be requested from time to time by the Administrative Agent (at the request
of any Lender) and (y) all documentation and other information required by the applicable Governmental Authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including the Patriot Act, or applicable anti-corruption
statutes, including the Foreign Corrupt Practices Act, that is reasonably requested from time to time by the Administrative Agent
or any Lender.


 


The Credit Parties will cooperate with the Administrative
Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Credit Parties
to the Administrative Agent and Lenders (collectively, “Information Materials”) pursuant to this Article
V; provided that upon the filing by the Credit Parties of the items referenced in Section 5.7(a), 5.7(b)
or 5.7(d) with the SEC for public availability, the Credit Parties, with respect to such items so filed, shall not be required
to separately furnish such items to the Administrative Agent and Lenders. In addition, the Credit Parties will designate Information
Materials (i) that are either available to the public or not material with respect to the Credit Parties and their Subsidiaries
or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information”
and (ii) that are not Public Information as “Private Information”.


 


5.8             
Notices Under Certain Other Indebtedness.


 


Promptly following its receipt thereof, the
ParentHoldco shall furnish the Administrative Agent a copy of any notice received by it, any Credit Party or any
of the Restricted Subsidiaries from the holder(s) of Indebtedness (or from any trustee, agent, attorney, or other party acting
on behalf of such holder(s)) which, in the aggregate, exceeds $150,000,000,200,000,000, where such notice
states or claims the existence or occurrence of any default or event of default with respect to such Indebtedness under the terms
of any indenture, loan or credit agreement, debenture, note, or other document evidencing or governing such Indebtedness.


 






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5.9             
Notice of Litigation.


 


Notify the Administrative Agent of any actions,
suits or proceedings instituted by any Person against a Credit Party or any Restricted Subsidiary where the uninsured portion of
the money damages sought (which shall include any deductible amount to be paid by such Credit Party or such Restricted Subsidiary)
is reasonably likely to have a Material Adverse Effect. Said notice is to be given promptly, and is to specify the amount of damages
being claimed or other relief being sought, the nature of the claim, the Person instituting the action, suit or proceeding, and
any other significant features of the claim.


 


5.10         
Additional Guarantors.


 


(a)               
If any Wholly-Owned Restricted Subsidiary that is a Domestic Subsidiary (a “Wholly-Owned Domestic Restricted Subsidiary”)
(x) provides a guarantee with respect to any Indebtedness of Holdco, the Parent, RockTenn or MWV in a Dollar Amount which, in the
aggregate, exceeds U.S.$200,000,000 and (y) is not a Guarantor at such time, the Parent shall cause such Wholly-Owned Domestic
Restricted Subsidiary to become a Guarantor of the Credit Party Obligations. The Credit Parties may, in their sole and absolute
discretion, elect to cause a Restricted Subsidiary to become a Guarantor of the Credit Party Obligations by executing a Joinder
Agreement. Upon the execution and delivery by such Subsidiary of a Joinder Agreement, such Restricted Subsidiary shall be deemed
to be a Credit Party hereunder, and each reference in this Agreement to a “Credit Party” shall also mean and be a reference
to such Restricted Subsidiary, for so long as such Joinder Agreement is in effect.


 


(b)              
In the case of each Restricted Subsidiary that becomes a Guarantor in accordance with clause (a) above, the Credit Parties
shall ensure that before the execution of any Joinder Agreement, the Administrative Agent receives the items referred to in Section
4.1(a) in respect of such Guarantor, and a certificate of a Responsible Officer of the Parent with respect
to the representations and warranties in Article III.


 


5.11         
Use of Proceeds.


 


Use the Loans (including the Incremental Loans)
solely for the purposes provided in Section 3.14. The Borrowers will not request any Extension of Credit, and no Credit
Party shall use directly or, to its knowledge, indirectly, and shall procure that its Subsidiaries and its or their respective
directors, officers, employees and agents shall not use directly or, to its knowledge, indirectly, the proceeds of any Extension
of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Entity, to the extent such activities,
businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Canada
(or any province or territory thereof) or in a European Union member state, or (C) in any manner that would result in the violation
of any Sanctions applicable to any party hereto.


 


Article
VI



NEGATIVE COVENANTS


 


The Credit Parties covenant and agree that on
the Closing Date, and so long as this Credit Agreement is in effect and until the Commitments have been terminated, no Loans remain
outstanding and all amounts owing hereunder or under any other Credit Document or in connection herewith or therewith (other than
contingent indemnity obligations) have been paid in full:


 






    	 	67	 



     


    

6.1             
Financial Requirements.


 


The Credit Parties will not:


 


(a)               
Debt to Capitalization Ratio. Suffer or permit the Debt to Capitalization Ratio as of the last day of each full fiscal
quarter of the ParentFiscal Quarter ending on or after September 30, 2015 to be greater than 0.60:1.00.


 


(b)              
Consolidated Interest Coverage Ratio. Suffer or permit the Consolidated Interest Coverage Ratio as of the last day
of each full fiscal quarter of the ParentFiscal Quarter ending on or after September 30, 2015, as calculated
for a period consisting of the four preceding fiscal quarters of the ParentFiscal Quarters , to be less
than 2.50:1.00.


 


6.2             
Liens.


 


The Credit Parties will not, and will not permit
any Restricted Subsidiary to, create, assume or suffer to exist any Lien upon any of their respective Properties whether now owned
or hereafter acquired; provided, however, that this Section 6.2 shall not apply to the following:


 


(a)               
any Lien for Taxes not yet due or Taxes or assessments or other governmental charges which are being actively contested
in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP;


 


(b)              
any Liens, pledges or deposits (i) in connection with worker’s compensation, social security, health, disability or
other employee benefits, or property, casualty or liability insurance, assessments or other similar charges or deposits incidental
to the conduct of the business of a Credit Party or any Restricted Subsidiary (including security deposits posted with landlords
and utility companies) or the ownership of any of their assets or properties which were not incurred in connection with the borrowing
of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of their Properties
or materially impair the use thereof in the operation of their businesses and (ii) in respect of letters of credit, bank guarantees
or similar instruments issued for the account of any Credit Party in the ordinary course of business supporting obligations of
the type set forth in clause (i) above;


 


(c)               
statutory Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in the ordinary
course of business for amounts not overdue by more than 30 days, or which are being contested in good faith by appropriate proceedings
and for which adequate reserves have been established, or which are not material in amount;


 


(d)              
pledges or deposits for the purpose of securing a stay or discharge in the course of any legal proceeding and judgment liens
in respect of judgments that do not constitute an Event of Default under Section 7.1(i);


 


(e)               
Liens consisting of encumbrances in the nature of zoning restrictions, easements, rights and restrictions on real property
and statutory Liens of landlords and lessors which in each case do not materially impair the use of any material Property;


 


(f)               
any Lien in favor of the United States of America or any department or agency thereof, or in favor of any state government
or political subdivision thereof, or in favor of a prime contractor under a government contract of the United States, or of any
state government or any political subdivision thereof, and, in each case, resulting from acceptance of partial, progress, advance
or other payments in the ordinary course of business under government contracts of the United States, or of any state government
or any political subdivision thereof, or subcontracts thereunder and which do not materially impair the use of such Property as
currently being utilized by a Credit Party or any Restricted Subsidiary;


 






    	 	68	 



     


    

(g)               
any Lien securing any debt securities issued (including via exchange offer and regardless of when issued) in the capital
markets if and to the extent that the Credit Party Obligations under this Agreement are concurrently secured by a Lien equal and
ratable with the Lien securing such debt securities;


 


(h)              
Liens (i)(A) existing on the Closing Date securing industrial development bonds and Indebtedness of Foreign Subsidiaries
in an aggregate principal amount not to exceed $325,000,000 and (B) securing Refinancing Indebtedness in respect of Indebtedness
referenced in clause (i)(A) above and (ii) securing any industrial development bonds or similar instruments with respect to which
both the debtor and the investor are Consolidated Companies;


 


(i)                
(i) Liens existing or deemed to exist in connection with any Permitted Securitization Transaction, but only to the extent
that any such Lien relates to the applicable Securitization Assets or other accounts receivable and other assets (together with
related rights and proceeds) sold, contributed, financed or otherwise conveyed or pledged pursuant to such transactions and (ii)
Liens existing or deemed to exist in connection with any inventory financing arrangement so long the fair market value of the inventory
on which such Liens exist pursuant to this subsection (i)(ii) does not exceed $250,000,000 at any time;


 


(j)                
any interest of a lessor, licensor, sublessor or sublicensor (or of a lessee, licensee, sublessee or sublicensee) under,
and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating
to, leases, licenses, subleases and sublicenses not prohibited by this Agreement;


 


(k)              
any interest of title of an owner of equipment or inventory on loan or consignment to, or subject to any title retention
or similar arrangement with, a Credit Party, and Liens arising from UCC financing statements (or equivalent filings, registrations
or agreements in foreign jurisdictions) relating to such arrangements entered into in the ordinary course of business (but excluding
any general inventory financing);


 


(l)                
banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained
with depositary institutions and securities accounts and other financial assets maintained with a securities intermediary; provided
that such deposit accounts or other funds and securities accounts or other financial assets are not established or deposited for
the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by any Credit Party in excess
of those required by applicable banking regulations;


 


(m)            
Liens of a collecting bank arising in the ordinary course of business under Section 4-208 (or the applicable corresponding
section) of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;


 


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


 


(o)              
Liens that are contractual rights of set-off not securing any Indebtedness;


 






    	 	69	 



     


    

(p)              
Liens (i) solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by any Credit Party
in connection with a letter of intent or purchase agreement for an Acquisition or other transaction not prohibited hereunder and
(ii) consisting of an agreement to dispose of any Property in a disposition not prohibited hereunder, including customary rights
and restrictions contained in such an agreement;


 


(q)              
Liens on any Property of a Credit Party in favor of any other Credit Party or Restricted Subsidiary;


 


(r)                
any restriction or encumbrance with respect to the pledge or transfer of the Capital Stock of any Joint Venture;


 


(s)               
Liens securing insurance premium financing arrangements;


 


(t)                
any Lien renewing, extending, refinancing or refunding any Lien permitted by subsection (g) or (h) above;
provided that (i) the Property covered thereby is not increased, (ii) the amount secured or benefited thereby is not increased,
(iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations
secured or benefited thereby is permitted by Section 6.3;


 


(u)              
Liens on cash, deposits or other collateral granted in favor of the Swingline Lender or the Issuing Lender (in each case,
as defined in the Pro Rata Credit Agreement) to cash collateralize any Defaulting Lender’s (as defined in the Pro Rata Credit
Agreement) participation in Letters of Credit or Swingline Loans (in each case, as defined in the Pro Rata Credit Agreement);


 


(v)              
subject to Section 9.21, Liens on cash or deposits granted to any Agent or Issuing Lender (in each case, as defined
in the Pro Rata Credit Agreement) in accordance with the terms of the Pro Rata Credit Agreement to cash collateralize any of the
Credit Party Obligations (as defined in the Pro Rata Credit Agreement); and


 


(w)             
other Liens in addition to those permitted by subsections (a) through (v) above; provided that, at
the time of incurrence of any Lien under this subsection (w), the aggregate outstanding principal amount of all obligations secured
by such Lien (or in the case of Liens on inventory in connection with an inventory financing arrangement, which Liens are not otherwise
permitted by subsection (i) of this Section 6.2, the fair market value of the inventory on which such Liens exist) shall
not exceed the Priority Debt Basket at such time (determined prior to giving effect to the incurrence of such Lien).


 


6.3             
Subsidiary Indebtedness.


 


The Credit Parties will not permit any of the
Restricted Subsidiaries (other than the Credit Parties (except as set forth in Section 6.3(c)(ii)) and the Pro Rata Additional
Borrowers) to create, incur, assume or suffer to exist any Indebtedness except:


 


(a)               
(A) Indebtedness existing as of the Closing Date in respect of industrial development bonds and Indebtedness of Foreign
Subsidiaries in an aggregate amount not to exceed $325,000,000 and (B) Refinancing Indebtedness in respect of Indebtedness incurred
under clause (A) above;


 


(b)              
Indebtedness of any Restricted Subsidiary owing to a Credit Party or any Restricted Subsidiary;


 






    	 	70	 



     


    

(c)               
other Indebtedness (whether secured or unsecured); provided that (i) at the time of incurrence of any Indebtedness
under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority Debt Basket at such
time (determined prior to giving effect to the incurrence of such Indebtedness) and (ii) for the avoidance of doubt, any Indebtedness
under this Agreement shall be considered Indebtedness incurred pursuant to this clause (c);


 


(d)              
Indebtedness and obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Hedging Agreements
and/or Cash Management Agreements are not entered into for speculative purposes;


 


(e)               
Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of the ParentHoldco
or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section
6.3;


 


(f)               
obligations of any Restricted Subsidiary in connection with (i) any Permitted Securitization Transaction, to the extent
such obligations constitute Indebtedness and (ii) any inventory financing arrangements so long as the aggregate principal amount
Indebtedness in respect thereof incurred under this subsection(f)(ii) does not exceed $250,000,000 at any time outstanding;


 


(g)               
Indebtedness of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or customs
bonds incurred in the ordinary course of business;


 


(h)              
Indebtedness owed to any Person (including obligations in respect of letters of credit, bank guarantees and similar instruments
for the benefit of such Person) providing workers’ compensation, social security, health, disability or other employee benefits
or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each
case incurred in the ordinary course of business;


 


(i)                
Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management
services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be
repaid in full within five Business Days of the incurrence thereof;


 


(j)                
Indebtedness in respect of judgments that do not constitute an Event of Default under Section 7.1(i);


 


(k)              
Indebtedness consisting of the financing of insurance premiums with the providers of such insurance or their Affiliates;
and


 


(l)                
Indebtedness created under this Agreement or any other Credit Document.; and


 


(m)            
Indebtedness of any Restricted Subsidiary that is a Foreign Subsidiary in an aggregate amount not to exceed $600,000,000.


 


6.4             
Merger and Sale of Assets.


 


The Credit Parties will not, and will not permit
any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person or sell, lease, transfer
or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of
the Credit Parties and their respective Restricted Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding
any inventory or other assets sold or disposed of in the ordinary course of business); provided that, notwithstanding any
of the foregoing limitations, the Credit Parties and the Restricted Subsidiaries may take the following actions:


 






    	 	71	 



     


    

(a)               
(i) if no Event of Default shall then exist or immediately thereafter will exist, any Borrower may merge, amalgamate or
consolidate with any Person so long as (A) such Borrower is the surviving entity or (B) the surviving entity (the “Successor
Borrower”) (x) is organized under the laws of the United States or any State thereof, (y) expressly assumes such Borrower’s
obligations under this Agreement and the other Credit Documents to which such Borrower is a party pursuant to a supplement hereto
or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and (z) each Guarantor of
the Credit Party Obligations of such Borrower shall have confirmed that its obligations hereunder in respect of such Credit Party
Obligations shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that, if the foregoing
conditions in clauses (x) through (z) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted
for, such Borrower under this Agreement); provided, however, that such Borrower shall have provided not less
than five Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and such Borrower or Successor
Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence
as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry
out and be satisfied (1) it has complied with the results of all necessary “know your customer” or other similar checks
under all applicable laws and regulations) and (2) any Successor Borrower qualifies as a directly eligible borrower of the Farm
Credit Lenders then party to this Agreement (or, if applicable, replacement Farm Credit Lenders who have agreed to purchase the
outstanding Loans and Commitments of such existing Farm Credit Lenders in accordance with the assignment provisions of Section
9.6(b)), (ii) any Restricted Subsidiary may merge, amalgamate or consolidate with a Credit Party if such Credit Party is the
surviving entity, (iii) any Restricted Subsidiary (other than a Borrower) may merge, amalgamate or consolidate with any other Person
(other than a Credit Party); provided that a Restricted Subsidiary shall be the continuing or surviving entity and to the
extent such continuing or surviving Restricted Subsidiary assumes the obligations under any Existing Senior Notes, such Restricted
Subsidiary shall become a Guarantor of the Credit Party Obligations and deliver an executed Joinder Agreement and the documents
required pursuant to Section 5.10(b), (iv) any Restricted Subsidiary (other than a Borrower) may merge or amalgamate with
any Person that is not a Restricted Subsidiary in connection with a sale of Property permitted under this Section 6.4, and
(v) any Restricted Subsidiary (other than a Borrower) may be dissolved so long as the property and assets of such Restricted
Subsidiary are transferred to the ParentHoldco, a Borrower or any other Restricted Subsidiary and (vi)
Holdco may merge, amalgamate or consolidate with any Person so long as (A) Holdco is the surviving entity or (B) the surviving
entity (the “Successor Holdco”) (x) is organized under the laws of the United States or any State thereof and (y) expressly
assumes Holdco’s obligations under this Agreement and the other Credit Documents to which Holdco is a party pursuant to a
supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent (it being
understood that, if the foregoing conditions in clauses (x) and (y) are satisfied, then the Successor Holdco will automatically
succeed to, and be substituted for, Holdco under this Agreement; provided, however, that Holdco shall have provided not less than
five Business Days’ notice of any merger, amalgamation or consolidation of Holdco, and Holdco or Successor Holdco shall,
promptly upon the request of the Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably
requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied
it has complied with the results of all necessary “know your customer” or other similar checks under all applicable
laws and regulations;


 






    	 	72	 



     


    

(b)              
any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its Property to (i) a Borrower,
(ii) any Guarantor or (iii) any Restricted Subsidiary of the Parent; provided that, with respect to transfers
described in clause (iii), upon completion of such transaction (A) there shall exist no Default or Event of Default and (B) the
Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall be a Restricted
Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor;


 


(c)               
any Restricted Subsidiary (other than a Borrower) may liquidate or dissolve if the Parent determines in good faith that
such liquidation or dissolution is in the best interests of the Parent and is not materially disadvantageous to the Lenders;


 


(d)              
the Parent and its Restricted Subsidiaries may sell, transfer or otherwise dispose of or wind down the Non-Core MWV Businesses;


 


(e)               
the Parent and its Restricted Subsidiaries may consummate the transactions contemplated by the Combination Agreement to
occur on the Closing Date (including the Combination);


 


(f)               
the ParentHoldco and its Restricted Subsidiaries (other than any Borrower) may consummate any other
transaction permitted under Section 6.4 of the Pro Rata Credit Agreement as in effect on the date hereofAmendment
No. 2 Effective Date; provided, however, that if Holdco or the Parent is the subject of any merger, amalgamation
or consolidation, it shall have provided not less than five Business Days’ notice of such merger, amalgamation or consolidation,
and Holdco or the Parent (or its successor) shall, promptly upon the request of the Administrative Agent or any Lender,
supply any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the
Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know
your customer” or other similar checks under all applicable laws and regulations; and


 


(g)               
any Borrower may merge or consolidate with any other Borrower; and


 


(h)              
Holdco, the Parent and the other Restricted Subsidiaries may consummate the transactions contemplated by the KapStone
Merger Agreement.


 


 


Article
VII



EVENTS OF DEFAULT


 


7.1             
Events of Default.


 


An Event of Default shall exist upon the occurrence
of any of the following specified events (each an “Event of Default”):


 


(a)               
Payments. The Borrowers shall fail to make when due (including by mandatory prepayment) any principal payment with
respect to the Loans, or any Credit Party shall fail to make any payment of interest, fee or other amount payable hereunder within
three (3) Business Days of the due date thereof; or


 


(b)              
Covenants Without Notice. Any Credit Party shall fail to observe or perform any covenant or agreement contained in
Section 5.1 (as to maintenance of existence of Holdco, the Borrowers or the Parent), subsections (g) and (h)
of Section 5.7, Section 5.8, Section 5.9, Section 5.11 or Article VI; or


 






    	 	73	 



     


    

(c)               
Other Covenants. Any Credit Party shall fail to observe or perform any covenant or agreement contained in this Agreement
or any other Credit Document, other than those referred to in subsections (a) and (b) of Section 7.1, and
such failure shall remain unremedied for thirty (30) days after the earlier of (i) a Responsible Officer of a Credit Party obtaining
knowledge thereof, or (ii) written notice thereof shall have been given to the Parent by the Administrative Agent or any Lender;
or


 


(d)              
Representations. Any representation or warranty made or deemed to be made by a Credit Party or by any of its officers
under this Agreement or any other Credit Document (including the Schedules attached hereto and thereto), or in any certificate
or other document submitted to the Administrative Agent or the Lenders by any such Person pursuant to the terms of this Agreement
or any other Credit Document, shall be incorrect in any material respect when made or deemed to be made or submitted; or


 


(e)               
Non-Payments of Other Indebtedness. Any Credit Party or any Restricted Subsidiary shall fail to make when due (whether
at stated maturity, by acceleration, on demand or otherwise, and after giving effect to any applicable grace period) any payment
of principal of or interest on any Indebtedness (other than the Credit Party Obligations) exceeding $150,000,000200,000,000
individually or in the aggregate; or


 


(f)               
Defaults Under Other Agreements. Any Credit Party or any Restricted Subsidiary shall (i) fail to observe or perform
within any applicable grace period any covenants or agreements contained in any agreements or instruments relating to any of its
Indebtedness (other than the Credit Documents) the principal amount of which exceeds $150,000,000200,000,000
individually or in the aggregate, or any other event shall occur if the effect of such failure or other event is to accelerate,
or to permit the holder of such Indebtedness or any other Person to accelerate, the maturity of such Indebtedness; or (ii) breach
or default any Hedging Agreement and/or Cash Management Agreement (subject to any applicable cure periods) the termination value
owed by such Credit Party or Restricted Subsidiary as a result thereof shall exceed $150,000,000200,000,000
if the effect of such breach or default is to terminate such Hedging Agreement or to permit the applicable counterparty to such
Hedging Agreement to terminate such Hedging Agreement; provided that this clause (f) shall not apply to (x) any secured
Indebtedness that becomes due as a result of the voluntary sale, transfer or other disposition of the assets securing such Indebtedness
(to the extent such sale, transfer or other disposition is not prohibited under this Agreement) so long as such Indebtedness is
paid or (y) any Indebtedness that becomes due as a result of a voluntary refinancing thereof not prohibited under this Agreement;
or


 


(g)               
Bankruptcy. Any Credit Party or any Material Subsidiary shall commence a voluntary case concerning itself under the
Bankruptcy Code or applicable foreign bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation laws; or makes a proposal to its creditors or files notice of its intention to do so, institutes any
other proceeding under applicable law seeking to adjudicate it a bankrupt or an insolvent, or seeking liquidation, dissolution,
winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors,
composition of it or its debts or any other similar relief; or an involuntary case for bankruptcy is commenced against any Credit
Party or any Material Subsidiary and the petition is not controverted within thirty (30) days, or is not dismissed within sixty
(60) days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code), receiver, receiver-manager, trustee
or similar official under applicable foreign bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation laws is appointed for, or takes charge of, all or any substantial part of the property of any Credit
Party or any Material Subsidiary; or a Credit Party or a Material Subsidiary commences proceedings of its own bankruptcy or insolvency
or to be granted a suspension of payments or any other proceeding under any reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating
to any Credit Party or any Material Subsidiary or there is commenced against any Credit Party or any Material Subsidiary any such
proceeding which remains undismissed for a period of sixty (60) days; or any Credit Party or any Material Subsidiary is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or any Credit Party
or any Material Subsidiary suffers any appointment of any custodian, receiver, receiver-manager, trustee or the like for it or
any substantial part of its property to continue undischarged or unstayed for a period of sixty (60) days; or any Credit Party
or any Material Subsidiary makes a general assignment for the benefit of creditors; or any Credit Party or any Material Subsidiary
shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due;
or any Credit Party or any Material Subsidiary shall call a meeting of its creditors with a view to arranging a composition or
adjustment of its debts; or any Credit Party or any Material Subsidiary shall by any act or failure to act indicate its consent
to, approval of or acquiescence in any of the foregoing; or any corporate action is taken by any Credit Party or any Material Subsidiary
for the purpose of effecting any of the foregoing; or


 






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(h)              
ERISA. A Plan of a Credit Party or any Restricted Subsidiary or a Plan subject to Title IV of ERISA of any of its
ERISA Affiliates:


 


(i)                
shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan,
Section 412 of the Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect
to such Plan under applicable law, the terms of such Plan or Section 412 of the Code or Section 302 of ERISA;


 


(ii)              
is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan;
or


 


(iii)            
results in a liability of a Credit Party or any Restricted Subsidiary under applicable law, the terms of such Plan, or Title
IV of ERISA, other than liabilities for benefits in the ordinary course;


 


and there shall result from any such failure, waiver,
termination or other event a liability to the PBGC or such Plan that would have a Material Adverse Effect; or a Foreign Plan Event
occurs that would have a Material Adverse Effect; or


 


(i)                
Money Judgment. Judgments or orders for the payment of money (net of any amounts paid by an independent third party
insurance company or surety or fully covered by independent third party insurance or surety bond issued by a company with an AM
Best rating in one of the two highest categories as to which the relevant insurance company or surety does not dispute coverage)
in excess of $150,000,000200,000,000 individually or in the aggregate or otherwise having a Material Adverse
Effect shall be rendered against any Credit Party or any Restricted Subsidiary, and such judgment or order shall continue unsatisfied
(in the case of a money judgment) and in effect for a period of thirty (30) days during which execution shall not be effectively
stayed or deferred (whether by action of a court, by agreement or otherwise); or


 






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(j)                
Default Under other Credit Documents; The Guaranty. (a) There shall exist or occur any “Event of Default”
as provided under the terms of any Credit Document, or any Credit Document ceases to be in full force and effect or the validity
or enforceability thereof is disaffirmed by or on behalf of any Credit Party, or at any time it is or becomes unlawful for any
Credit Party to perform or comply with its obligations under any Credit Document, or the obligations of any Credit Party under
any Credit Document are not or cease to be legal, valid and binding on any Credit Party; or (b) without limiting the foregoing,
the Guaranty or any provision thereof shall cease to be in full force and effect or any Guarantor or any Person acting by or on
behalf of any Guarantor shall deny or disaffirm any Guarantor’s obligations under the Guaranty; or


 


(k)              
Change in Control. A Change in Control shall occur; or


 


(l)                
Securitization Events. There shall occur any breach of any covenant by any Credit Party, any Restricted Subsidiary
or any Permitted Securitization Subsidiary contained in any agreement relating to Permitted Securitization Transaction causing
or permitting the acceleration of the obligations thereunder or requiring the prepayment of such obligations or termination of
such securitization program prior to its stated maturity or term; provided, however, such breach shall not constitute
an Event of Default unless any Credit Parties shall have payment obligations or liabilities under such Permitted Securitization
Transaction that have had or are reasonably expected to have a Material Adverse Effect.


 


7.2             
Acceleration; Remedies.


 


Upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent may, or upon the request and direction of the Required Lenders shall, by written
notice to the Borrowers take any of the following actions (including any combination of such actions):


 


(a)               
Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.


 


(b)              
Acceleration; Demand. Declare the unpaid principal of and any accrued interest in respect of all Loans and any and
all other indebtedness or obligations (including fees) of any and every kind owing by any Credit Party to the Administrative Agent
and/or any of the Lenders hereunder to be due, whereupon the same shall be immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by each Credit Party.


 


(c)               
Enforcement of Rights. Exercise any and all rights and remedies created and existing under the Credit Documents,
whether at law or in equity.


 


(d)              
Rights Under Applicable Law. Exercise any and all rights and remedies available to the Administrative Agent or the
Lenders under applicable law.


 


Notwithstanding the foregoing, if an Event of
Default specified in Section 7.1(g) shall occur, then the Commitments shall automatically terminate and all Loans, all accrued
interest in respect thereof, all accrued and unpaid Fees and other indebtedness or obligations owing to the Administrative Agent
and/or any of the Lenders hereunder automatically shall immediately become due and payable without presentment, demand, protest
or the giving of any notice or other action by the Administrative Agent or the Lenders, all of which are hereby waived by the Credit
Parties.


 






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Article
VIII



AGENCY PROVISIONS


 


8.1             
Appointment.


 


Each Lender hereby irrevocably designates and
appoints CoBank as the Administrative Agent of such Lender under this Credit Agreement, and each such Lender irrevocably authorizes
CoBank, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement
and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this
Credit Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Credit Agreement, none of the Administrative Agent shall have any duties or responsibilities, except those expressly
set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Credit Agreement or otherwise exist against the Administrative Agent.


 


8.2             
Delegation of Duties.


 


Anything herein to the contrary, notwithstanding,
none of the bookrunners, arrangers or other agents listed on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent or
a Lender hereunder.


 


The Administrative Agent may execute any of
its duties under this Credit Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning
all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any
agents or attorneys-in-fact selected by them with reasonable care. Without limiting the foregoing, the Administrative Agent may
appoint one of its Affiliates as its agent to perform its functions hereunder relating to the advancing of funds to the Borrowers
and distribution of funds to the Lenders and to perform other functions of the Administrative Agent hereunder.


 


8.3             
Exculpatory Provisions.


 


The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Credit Documents. Without limiting the generality
of the foregoing, the Administrative Agent:


 


(a)               
shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)              
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent are required to exercise
as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Credit Documents); provided that the Administrative Agent shall not be required to take any action
that, in its opinion or the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or applicable
law; and


 


(c)               
shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to any Credit Party or any of its Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 






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No Agent shall be liable for any action taken
or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as
provided in Sections 9.1 and 7.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined
by a court of competent jurisdiction pursuant to a final non-appealable judgment.


 


The Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this
Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent.


 


8.4             
Reliance by Administrative Agent.


 


The Administrative Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that
by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory
to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making
of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.


 


8.5             
Notice of Default.


 


The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has
received notice from a Lender or the ParentHoldco referring to this Credit Agreement, describing such Default
or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give prompt notice thereof to the other Administrative Agent and the Lenders.
The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed
by the Required Lenders; provided, however, that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the
extent that this Credit Agreement expressly requires that such action be taken, or not taken, only with the consent or upon the
authorization of the Required Lenders, or all of the Lenders, as the case may be.


 


8.6             
Non-Reliance on Administrative Agent and Other Lenders.


 






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Each Lender expressly acknowledges that none
of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any
representation or warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs
of the Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender.
Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation
into the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and made its
own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently
and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action
under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations,
property, financial and other condition and creditworthiness of the Credit Parties. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have
any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property,
condition (financial or otherwise), prospects or creditworthiness of the Credit Parties which may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.


 


8.7             
Administrative Agent in its Individual Capacity.


 


The Administrative Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of business with the Credit Parties as though the Administrative
Agent were not the Administrative Agent hereunder. With respect to its Loans made or renewed by it and any Note issued to it, the
Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same
as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the
Administrative Agent in its individual capacity.


 


8.8             
Successor Agent.


 


The Administrative Agent may resign as the Administrative
Agent upon thirty (30) days’ prior notice to the Parent and the Lenders. If the Administrative Agent shall resign as the
Administrative Agent under this Credit Agreement and the other Credit Documents, then the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent shall be approved by the Parent (so long as no Event of Default
has occurred and is continuing), whereupon such successor agent shall succeed to the rights, powers and duties of the resigning
Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment
and approval, and the resigning Administrative Agent’s rights, powers and duties as the Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Credit Agreement
or any holders of the Notes or Credit Party Obligations; provided that if the Required Lenders appoint a Defaulting Lender,
then such Lender shall not succeed to the rights, powers and duties of the resigning Administrative Agent. If no such successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the
resigning Administrative Agent gives notice of its resignation, then the resigning Administrative Agent may on behalf of the Lenders,
appoint a successor Agent, which successor Administrative Agent shall be approved by the Parent; provided that if the resigning
Administrative Agent appoints a Defaulting Lender as the successor Administrative Agent, then such Lender shall not succeed to
the rights, powers and duties of the resigning Administrative Agent; provided further that if the resigning Administrative
Agent shall notify the Parent and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (a) the resigning Administrative Agent shall be discharged from
its duties and obligations hereunder and under the other Credit Documents and (b) all payments, communications and determinations
provided to be made by, to or through the resigning Administrative Agent shall instead be made by or to each Lender directly, until
such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section.


 






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After any retiring Administrative Agent’s
resignation as the Administrative Agent, the provisions of this Article VIII and Section 9.5 shall inure to its benefit
(and the benefit of its sub-agents and Related Parties) as to any actions taken or omitted to be taken by it while it was the Administrative
Agent under this Credit Agreement.


 


8.9             
Patriot Act Notice.


 


Each Lender and the Administrative Agent (for
itself and not on behalf of any other party) hereby notifies the Credit Parties that, pursuant to the requirements of the Patriot
Act, it is required to obtain, verify and record information that identifies each Credit Party, which information includes the
name and address of each Credit Party, and other information that will allow such Lender or the Administrative Agent, as applicable,
to identify such Credit Party in accordance with the Patriot Act.


 


8.10         
Guaranty and Borrower Matters.


 


(a)               
The Lenders irrevocably authorize and direct each of the Administrative Agent and without any consent or action by any Lender:


 


(i)                
to release any Guarantor (other than Holdco) from its obligations under the applicable Guaranty if such Person ceases
to be a Restricted Subsidiary as a result of a transaction permitted hereunder; provided that, it is understood and agreed
that this Section 8.10(a)(i) shall not permit the release of the Parent from its obligations under the Guaranty;


 


(ii)              
in the case of the Guaranty of RockTenn, to release the Guaranty of RockTenn when all Existing RockTenn Senior Notes have
been redeemed, repurchased or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the
Parent that is not guaranteed by RockTenn);


 


(iii)            
in the case of the Guaranty of MWV, to release the Guaranty of MWV when all Existing MWV Notes have been redeemed, repurchased
or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the Parent that is not guaranteed
by MWV); and


 


(iv)            
to release WestRock Virginia as a Borrower in accordance with the terms of Section 9.20(d).


 


(b)              
Immediately upon the occurrence of any event set forth in paragraph (a) of this Section 8.10, the applicable Guaranty
shall automatically be released.


 


(c)               
In connection with a release pursuant to this Section 8.10, the Administrative Agent shall promptly execute and deliver
to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably
request to evidence such release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing
the Administrative Agent’s authority to release any Guarantor (or, if applicable, Borrower) from its obligations under the
Guaranty (or, if applicable, obligations as a Borrower under this Credit Agreement and other Credit Documents) pursuant to this
Section 8.10; provided, however, that the Administrative Agent may not decline to release any guarantee (or,
if applicable, Borrower) pursuant to this Section 8.10 due to the absence of any such confirmation.


 






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8.11         
Withholding.


 


To the extent required by any applicable law
(as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender
under any Credit Document an amount equal to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts
a claim that the Agent did not properly withhold Tax from any amount paid to or for the account of any Lender for any reason (including
because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative
Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender
shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed
by the Credit Parties and without limiting or expanding the obligation of the Credit Parties to do so) for all amounts paid, directly
or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest thereon,
together with all expenses incurred, including legal expenses and any out-of-pocket expenses, whether or not such Tax was correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other
Credit Document against any amount due to the Administrative Agent under this Section 8.11. The agreements in this Section
8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement
of a Lender, the termination of the Loans and the repayment, satisfaction or discharge of all obligations under this Agreement.


 


8.12       ERISA.


 


Each Lender (x) represents and warrants,
as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party
hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and the Lead Arranger
and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit
Party, that such Lender is not and will not be a Benefit Plan and is not and will not be using “plan assets” (within
the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with
the Loans or the Commitments.


 


Article
IX



MISCELLANEOUS


 


9.1             
Amendments and Waivers.


 


Neither this Credit Agreement, nor any of the
other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified except in accordance with
the provisions of this Section. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative
Agent may, from time to time, (a) enter into with the Credit Parties written amendments, supplements or modifications hereto and
to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or
changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other
Credit Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment,
waiver, supplement, modification or release shall:


 






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(i)                
reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or reduce the
stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default
rate or as a result of any change in the definition of “Leverage Ratio” or any component thereof) or extend the scheduled
date of any payment thereof or increase the amount or extend the expiration date of any Lender’s or Voting Participant’s
Commitment, in each case without the written consent of each Lender directly affected thereby; or


 


(ii)              
amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of
Required Lenders without the written consent of each Lender directly affected thereby; or


 


(iii)            
amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent;
or


 


(iv)            
release all or substantially all of the Guarantors from their obligations under the Guaranty (other than as permitted hereunder)
or all or substantially all of the value of the Guaranty provided by all of the Guarantors, without the written consent of all
the Lenders; or


 


(v)              
amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders
or all Lenders, without the written consent of the Required Lenders or of all Lenders as appropriate; or


 


(vi)            
amend or modify the definition of “Credit Party Obligations” to delete or exclude any obligation or liability
or any Person described therein without the written consent of each Lender directly affected thereby; or


 


(vii)          
amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.15(b) or (c) without
the written consent of each Lender directly affected thereby; or


 


(viii)        
subordinate the Commitments and/or Loans to any other Indebtedness without the written consent of all Lenders;


 


provided, further, that no amendment, waiver or consent
affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in
writing and signed by the Administrative Agent in addition to the Lenders required hereinabove to take such action. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except those affecting it referred to in clause (i) above.


 


Notwithstanding anything in any Credit Document
to the contrary, under no circumstances shall any Hedging Agreement Provider or Cash Management Bank have any voting rights under
the Credit Documents.


 


Any such waiver, any such amendment, supplement
or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrowers, the Lenders,
the other Credit Parties, the Administrative Agent and all future holders of the Notes or Credit Party Obligations. In the case
of any waiver, the Borrowers, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former
position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event of
Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.


 






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Notwithstanding any of the foregoing to the
contrary, the consent of the Credit Parties shall not be required for any amendment, modification or waiver of the provisions of
Article VIII (other than the provisions of Section 8.9 and Section 8.10); provided, however,
that the Administrative Agent will provide written notice to the Borrowers of any such amendment, modification or waiver. In addition,
notwithstanding the foregoing, this Agreement and any other Credit Document may be amended by an agreement in writing entered into
by the Credit Parties and the Administrative Agent to cure any ambiguity, omission, mistake, defect or inconsistency so long as,
in each case, the Lenders shall have received at least five Business Days prior written notice thereof and the Administrative Agent
shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required
Lenders stating that the Required Lenders object to such amendment.


 


In addition, notwithstanding any of the foregoing
to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the Credit Parties and the
Lenders providing the relevant Replacement Term Loan to permit the refinancing of all outstanding amounts under the Term Loans
(“Refinanced Term Loan”) with a replacement term loan tranche denominated in U.S. Dollars (“Replacement
Term Loan”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loan shall not
exceed the aggregate principal amount of such Refinanced Term Loan, (b) the weighted average life to maturity of such Replacement
Term Loan shall not be shorter than the weighted average life to maturity of such Refinanced Term Loan at the time of such refinancing
(except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the
Term Loans) and (c) all other terms (other than interest rate margins) applicable to such Replacement Term Loan shall be substantially
identical to, or less favorable to the Lenders providing such Replacement Term Loan than those applicable to such Refinanced Term
Loan, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity
Date in effect immediately prior to such refinancing.


 


Notwithstanding anything in this Credit Agreement
to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent,
to enter into amendments or modifications to this Agreement (including amendments to this Section 9.1) or any of the other
Credit Documents or to enter into additional Credit Documents as the Administrative Agent reasonably deems appropriate in order
to effectuate the terms of Section 2.3(a), Section 2.26 (including as applicable, (1) to permit the Incremental Term Loans
to share ratably in the benefits of this Credit Agreement and the other Credit Documents and (2) to include the Incremental Term
Loan Commitments or outstanding Incremental Term Loans in any determination of (i) Required Lenders or (ii) similar required lender
terms applicable thereto), Section 2.27 or Section 2.28; provided that no amendment or modification shall
result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Closing Date Term Loan
Commitment Percentage, in each case, without the written consent of such affected Lender.


 


Notwithstanding the fact that the consent of
all the Lenders is required in certain circumstances as set forth above, (A) each Lender is entitled to vote as such Lender sees
fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c)
of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein solely with respect to approving the terms
of any such bankruptcy reorganization plan and (B) the Required Lenders may consent to allow a Credit Party to use cash collateral
in the context of a bankruptcy or insolvency proceeding.


 






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The Borrowers shall be permitted to replace
with a replacement financial institution acceptable to the Administrative Agent (such consent not to be unreasonably withheld or
delayed) any Lender that fails to consent to any proposed amendment, modification, termination, waiver or consent with respect
to any provision hereof or of any other Credit Document that requires the unanimous approval of all of the Lenders, the approval
of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of this
Section 9.1, so long as the consent of the Required Lenders (or, in the case of any proposed amendment, modification, termination,
waiver or consent that requires the approval of a class of Lenders, of Lenders holding a majority in interest of the outstanding
Loans and unused Commitments in respect of such class) shall have been obtained with respect to such amendment, modification, termination,
waiver or consent; provided that (1) such replacement does not conflict with any Requirement of Law, (2) the replacement
financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date
of replacement, (3) the replacement financial institution shall approve the proposed amendment, modification, termination, waiver
or consent and together with all other replacement financial institutions is sufficient to pass the proposed amendment, modification,
termination, waiver or consent, (4) the Borrowers shall be liable to such replaced Lender under Section 2.20 if any LIBOR
Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto,
(5) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided
that the Borrowers shall be obligated to pay the registration and processing fee referred to therein), (6) the Borrowers shall
pay to the replaced Lender all additional amounts (if any) required pursuant to Section 2.18, 2.19 or 2.21,
as the case may be, (7) the Borrowers provide at least three (3) Business Days’ prior notice to such replaced Lender, and
(8) any such replacement shall not be deemed to be a waiver of any rights that the Credit Parties, the Administrative Agent or
any other Lender shall have against the replaced Lender. In the event any replaced Lender fails to execute the agreements required
under Section 9.6 in connection with an assignment pursuant to this Section 9.1, the Borrowers may, upon two (2)
Business Days’ prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender
shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrowers to require such replacement cease to apply.


 


9.2             
Notices.


 


(a)               
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including
by facsimile or other electronic communications as provided below), and, unless otherwise expressly provided herein, shall be deemed
to have been duly given or made (a) when delivered by hand, (b) when transmitted via facsimile to the number set out herein, (c)
the day following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national
overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered
mail, postage prepaid, in each case addressed as follows in the case of the Borrowers, the other Credit Parties, the Administrative
Agent, and the Lenders, or to such other address as may be hereafter notified by the respective parties hereto and any future holders
of the Notes and Credit Party Obligations:


 


if to any of the Credit Parties


 


c/o WestRock Company

504 Thrasher Street, N.W.

Norcross, Georgia 30071-1956

Attention:Chief Financial Officer

Telecopier:(770) 263-3582

Telephone:(678) 291-7700


 


With a copy to:


 


WestRock Company

504 Thrasher Street, N.W.

Norcross, Georgia 30071-1956

Attention:General Counsel

Telecopier:(770) 263-3582

Telephone:(678) 291-7456


 






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if to the Administrative Agent:


 


CoBank, ACB

6340 SouthS. Fiddlers Green Circle


Greenwood Village, CO 80111

Attention: Loan Accounting 

Telecopier: (303) 740-4021






EmailE-mail address: cobankloanaccounting@cobank.com


 


With a copy to:


 


CoBank, ACB

6340 SouthS. Fiddlers Green Circle 

Greenwood Village, CO 80111

Attention: Zachary Carpenter

Telecopier: (303) 224-2501

Telephone: (303) 740-4356


E-mail address: zcarpenter@cobank.com


 


If to any Lender:To the address set
forth on the Register


 


(b)              
Notices and other communications to the Lenders or the Administrative Agent hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent.
The Administrative Agent or the Credit Parties may, in their discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures
may be limited to particular notices or communications. Notwithstanding the foregoing, notices, requests and demands delivered
pursuant to the requirements of Article II shall be deemed to have been duly given or made when transmitted via e-mail to the e-mail
address of the Administrative Agent set forth in Section 9.2(a).


 


Unless the Administrative Agent otherwise prescribe,
(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours
of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business
day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon
the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that
such notice or communication is available and identifying the website address therefor.


 






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9.3             
No Waiver; Cumulative Remedies.


 


No failure to exercise and no delay in exercising,
on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


9.4             
Survival of Representations and Warranties.


 


All representations and warranties made hereunder
and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and
delivery of this Credit Agreement and the Notes and the making of the Loans; provided that all such representations and
warranties shall terminate on the date upon which all Credit Party Obligations (other than contingent indemnity obligations) have
been paid in full.


 


9.5             
Payment of Expenses.


 


(a)               
Costs and Expenses. The Credit Parties shall pay (i) all reasonable, documented out-of-pocket expenses incurred by
the Administrative Agent and their Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all
out-of-pocket expenses incurred by the Administrative Agent and each Lender (including the fees, charges and disbursements of counsel
for any of the Administrative Agent or Lenders), and all fees and time charges for attorneys who may be employees of any of the
Administrative Agent or Lenders, in connection with the enforcement or protection of its rights (A) in connection with this Agreement
and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Credit Documents
or Loans.


 


(b)              
Indemnification by the Credit Parties. The Credit Parties shall indemnify the Administrative Agent (and any sub-agent
thereof) and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses
(including the fees, charges and disbursements of one firm of counsel for all such Indemnitees, taken as a whole, and, if necessary,
of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in
multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest
where the Indemnitee affected by such conflict informs the Parent of such conflict and thereafter retains its own counsel, of another
firm of counsel for such affected Indemnitee and, if necessary, of a single firm of local counsel in each appropriate jurisdiction
(which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee) incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Credit Party arising out
of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement
or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of
the proceeds therefrom, (iii) any actual or alleged presence or Release or threat of Release of Hazardous Substances on, at, under
or from any property owned, leased or operated by any Credit Party or any of its Subsidiaries, or any liability under Environmental
Law related in any way to any Credit Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third
party or by a Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from (1) the gross negligence, bad faith or willful misconduct of such Indemnitee or (2) a claim brought by a Credit Party or any
Subsidiary against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or (B) result
from a proceeding that does not involve an act or omission by a Credit Party or any of its Affiliates and that is brought by an
Indemnitee against any other Indemnitee (other than claims against any arranger, bookrunner or agent hereunder in its capacity
or in fulfilling its roles as an arranger, bookrunner or agent hereunder or any similar role with respect to the credit facilities
hereunder). Notwithstanding the foregoing, this Section 9.5(b) shall not apply with respect to Taxes other than any Taxes
that represent losses, claims or damages arising from any non-Tax claim.


 






    	 	86	 



     


    

(c)               
Reimbursement by Lenders. To the extent that the Credit Parties for any reason fail to indefeasibly pay any amount
required under subsections (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)
or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought and based on the aggregate principal amount of all Loans and unused Commitments
then outstanding) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability
or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in
its capacity as such, or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection
with such capacity. The agreements in this Section 9.5(c) shall survive the termination of this Credit Agreement and payment
of the Notes and all other amounts payable hereunder.


 


(d)              
Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Credit Parties shall
not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,
any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages
arising from the transmission of any information or other materials through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or
thereby.


 


(e)               
Payments. All amounts due under this Section shall be payable promptly/not later than five (5) days after demand
therefor.


 


9.6             
Successors and Assigns; Participations; Purchasing Lenders.


 






    	 	87	 



     


    

(a)               
Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrowers nor any other
Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation
in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by
any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided
in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)              
Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it);
provided that any such assignment shall be subject to the following conditions:


 


(i)                
Minimum Amounts.


 


(A)             
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount
need be assigned; and


 


(B)             
in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which
for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date) shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Parent otherwise consents (each such consent not to be unreasonably withheld
or delayed); provided that the Parent shall be deemed to have given its consent ten (10) Business Days after the date written
notice thereof has been delivered by the assigning Lender (through the Administrative Agent) of an assignment unless it shall object
thereto by written notice to the Administrative Agent prior to such tenth (10th) Business Day.


 


(ii)              
Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except
that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate
Types on a non-pro rata basis.


 


(iii)            
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B)
of this Section and, in addition:


 






    	 	88	 



     


    

(A)             
the consent of the Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event
of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of
a Lender or an Approved Fund; provided, that the Parent shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice
thereof; and


 


(B)             
the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for
assignments in respect of a Term Loan or an Incremental Term Loan Commitment to a Person who is not a Lender, an Affiliate of a
Lender or an Approved Fund.


 


(iv)            
Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent
in its sole discretion) and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)              
No Assignment to a Credit Party. No such assignment shall be made to any Credit Party or any of Credit Party’s
Affiliates or Subsidiaries.


 


(vi)            
No Assignment to Natural Persons and Disqualified Institutions. No such assignment shall be made to a natural person
or a Disqualified Institution on the most recent list of Disqualified Institutions made available to the Lenders at the request
of the Parent prior to the date of such assignment.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each
Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.18
and 9.5 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection
(d) of this Section.


 


No Agent shall have any responsibility or liability
for monitoring the list or identities of, or enforcing provisions relating to, Disqualified Institutions.


 


(c)               
Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall
maintain at one of its offices in Denver, Colorado a copy of each Assignment and Assumption delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest
amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive, in the absence of manifest error, and the Credit Parties, the Administrative Agent
and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrowers and, with respect to itself, any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 






    	 	89	 



     


    

(d)              
Participations. Any Lender may at any time, without the consent of, or notice to, the Credit Parties or the Administrative
Agent, sell participations to any Person (other than a natural person or any Credit Party or any Credit Party’s Affiliates
or Subsidiaries or any Disqualified Institution on the most recent list of Disqualified Institutions made available to the Lenders
at the request of the Parent prior to the date of such assignment) (each, a “Participant”) in all or a portion
of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the
Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Credit
Parties, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement.


 


Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that
affects such Participant. Subject to subsection (e) of this Section, the Credit Parties agree that each Participant shall
be entitled to the benefits of Sections 2.19 and 2.21 (subject to the requirements and limitations of such Sections
and Section 2.23 and it being understood that a Participant shall be required to deliver the documentation required under
Section 2.21(d) to only the participating Lender) to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.7 as though it were a Lender, provided such Participant agrees to be subject to Section
2.16 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary
agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts
(and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant
Register”). The entries in the Participant Register shall be conclusive (absent manifest error) and such Lender (and
the Borrowers, to the extent that the Participant requests payment from the Borrowers) shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. The portion of the Participant Register relating to any Participant requesting payment from the Borrowers under the
Credit Documents shall be made available to the Borrowers upon reasonable request. Except as provided in the preceding sentence,
a Lender shall not be required to disclose its Participant Register to the Borrowers or any other Person except to the extent required
in connection with a Tax audit or inquiry to establish that the Loans hereunder are in registered form for U.S. federal income
tax purposes.


 


Notwithstanding the preceding paragraph, any
Participant that is a Farm Credit Lender that (i) has purchased a participation in a minimum amount of $7,000,000, (ii) has been
designated as a “Voting Participant” in a notice (a “Voting Participant Notice”) sent by the relevant
Lender to the Administrative Agent and (iii) receives, prior to becoming a “Voting Participant,” the consent of the
Administrative Agent and the Parent (each such consent to be required only to the extent and under the circumstances it would be
required if such Voting Participant were to become a Lender pursuant to an assignment in accordance with clause (b)) (a “Voting
Participant”), shall be entitled to vote as if such Voting Participant were a Lender on all matters subject to a vote
by the Lenders and the voting rights of the selling Lender shall be correspondingly reduced, on a U.S. Dollar-for-U.S. Dollar basis.
Each Voting Participant Notice shall include, with respect to each Voting Participant, the information that would be included by
a prospective Lender in an Assignment and Assumption. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting
Participant in Schedule 2.1(a) hereto shall be a Voting Participant without delivery of a Voting Participant Notice and
without the prior written consent of the Parent and the Administrative Agent. The selling Lender and the Voting Participant shall
notify the Administrative Agent and the Borrowers within three (3) Business Days of any termination, reduction or increase of the
amount of, such participation. The Credit Parties and the Administrative Agent shall be entitled to conclusively rely on information
contained in Voting Participant Notices and all other notices delivered pursuant hereto. The voting rights of each Voting Participant
are solely for the benefit of such Voting Participant and shall not inure to any assignee or participant of such Voting Participant
that is not itself a Voting Participant.


 






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(e)               
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections
2.19 and 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold
to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent
or the entitlement to a greater payment results from a change in law after the date such Participant became a participant.


 


(f)               
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.


 


9.7             
Adjustments; Set-off.


 


(a)               
If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Borrower or any other
Credit Party against any and all of the obligations of such Borrower or such Credit Party now or hereafter existing under this
Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under
this Agreement or any other Credit Document and although such obligations of such Borrower or such Credit Party may be contingent
or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated
on such indebtedness. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Parent and the
Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall
not affect the validity of such setoff and application.


 


(b)              
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion
of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such
fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or
make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the applicable Lenders
ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts
owing them, provided that:


 






    	 	91	 



     


    

(i)                
if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and


 


(ii)              
the provisions of this subsection shall not be construed to apply to (A) any payment made by a Credit Party pursuant to
and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans to any assignee or participant, other than to any Credit Party or any Subsidiary
thereof (as to which the provisions of this subsection shall apply).


 


(c)               
Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that
any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff
and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the
amount of such participation.


 


9.8             
Table of Contents and Section Headings.


 


The table of contents and the Section and subsection
headings herein are intended for convenience only and shall be ignored in construing this Credit Agreement.


 


9.9             
Counterparts; Electronic Execution.


 


(a)               
This Credit Agreement may be executed by one or more of the parties to this Credit Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one and the same agreement.


 


(b)              
The words “execution,” “signed,” “signature,” and words of like import in any Assignment
and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act.


 


9.10         
Severability.


 


Any provision of this Credit Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


9.11         
Integration.


 


This Credit Agreement, the other Credit Documents
and the Farm Credit Equity Documents represent the agreement of the Credit Parties, the Administrative Agent and the Lenders with
respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative
Agent, the Credit Parties or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or
in the other Credit Documents.


 






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9.12         
Governing Law.


 


THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS
(EXCEPT AS OTHERWISE PROVIDED THEREIN) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CREDIT AGREEMENT AND THE OTHER
CREDIT DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


9.13         
Consent to Jurisdiction and Service of Process.


 


Each of the Borrowers and each other Credit
Party and each other party hereto irrevocably and unconditionally submits, for itself and its property, with respect to this Credit
Agreement, any Note or any of the other Credit Documents and all judicial proceedings in respect thereof to the exclusive jurisdiction
of the courts of the State of New York in New York County in the Borough of Manhattan or, if under applicable law exclusive jurisdiction
is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof),
and, by execution and delivery of this Credit Agreement, each of the Borrowers and the other Credit Parties (i) accepts, for itself
and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and irrevocably
agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or any other Credit
Document from which no appeal has been taken or is available; (ii) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court; and (iii) agrees that it will not bring or support any action,
cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract
or in tort or otherwise, against any person in any way relating to this Credit Agreement, any Note or any other Credit Document
in any forum other than the Supreme Court of the State of New York in New York County in the Borough of Manhattan or, if under
applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District
of New York (and appellate courts thereof). Each of the Borrowers and the other Credit Parties irrevocably agrees that all service
of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other
address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by
each of the Borrowers and the other Credit Parties to be effective and binding service in every respect. Each of the Credit Parties,
the Administrative Agent and the Lenders irrevocably waives any objection, including any objection to the laying of venue based
on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any
such jurisdiction.


 


9.14         
Confidentiality.


 


Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to
its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives who
shall maintain the confidential nature of such Information, (b) to the extent requested by any regulatory authority purporting
to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case the Administrative
Agent or such Lender shall promptly notify the Parent in advance to the extent lawfully permitted to do so and practicable), (d)
to any other party hereto, (e) in connection with the exercise of any remedies hereunder, under any other Credit Document, Guaranteed
Hedging Agreement or Guaranteed Cash Management Agreement or any action or proceeding relating to this Agreement, any other Credit
Document, Guaranteed Hedging Agreement or Guaranteed Cash Management Agreement or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) to (i) any actual
or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Credit Party and its obligations,
(ii) an investor or prospective investor in securities issued by an Approved Fund that also agrees that Information shall be used
solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral
manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting
on the assets serving as collateral for securities issued by an Approved Fund, or (iv) a nationally recognized rating agency that
requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued in
respect of securities issued by an Approved Fund (in each case, it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such information and instructed to keep such information confidential), (h)
with the consent of the Parent or (i) to the extent such Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on
a nonconfidential basis from a source other than the Credit Parties that is not, to the Administrative Agent’s or Lender’s
knowledge, subject to a confidentiality obligation to the ParentHoldco or any of its Affiliates with respect
to such Information. For purposes of this Section, “Information” means all information received from any Credit
Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other
than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure
by any Credit Party or any Subsidiary thereof; provided that, in the case of information received from a Credit Party or
any Subsidiary thereof after the Closing Date, such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.


 






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9.15         
Acknowledgments.


 


Each of the Borrowers and the other Credit Parties
each hereby acknowledges that:


 


(a)               
it has been advised by counsel in the negotiation, execution and delivery of each Credit Document;


 


(b)              
neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrowers or any other
Credit Party arising out of or in connection with this Credit Agreement and the relationship between the Administrative Agent and
the Lenders, on one hand, and the Borrowers and the other Credit Parties, on the other hand, in connection herewith is solely that
of debtor and creditor;


 


(c)               
the Administrative Agent, each Lender and their respective Affiliates may have economic interests that conflict with those
of the Credit Parties, their stockholders and/or their Affiliates; and


 


(d)              
no joint venture exists among the Lenders or among the Credit Parties and the Lenders.


 


9.16         
Waivers of Jury Trial.


 






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THE BORROWERS, THE OTHER CREDIT PARTIES, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.


 


9.17         
[Reserved].


 


9.18         
Subordination of Intercompany Debt.


 


Each Credit Party agrees that all intercompany
Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of payment, to the prior
payment in full of all Credit Party Obligations. Notwithstanding any provision of this Agreement to the contrary, so long as no
Event of Default has occurred and is continuing, the Credit Parties may make and receive payments with respect to the Intercompany
Debt to the extent otherwise permitted by this Agreement; provided, that in the event of and during the continuation of
any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany Debt other than
payments to a Borrower. In the event that any Credit Party other than a Borrower receives any payment of any Intercompany Debt
at a time when such payment is prohibited by this Section 9.18, such payment shall be held by such Credit Party, in trust
for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the Administrative Agent.


 


9.19         
Acknowledgment and Consent to Bail-In of EEA Financial Institutions.


 


Notwithstanding anything to the contrary in
any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)       the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)       a
reduction in full or in part or cancellation of any such liability;


 


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or
any other Credit Document; or


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution
Authority.


 


9.20         
Farm Credit Equities.


 






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(a)       So
long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the
Borrowers that the Borrowers are eligible to receive patronage distributions directly from such Farm Credit Lender or one of its
Affiliates on account of the Loans made (or participated in) by such Farm Credit Lender hereunder, the Borrowers will acquire (and
such Farm Credit Lender will make available to the Borrowers for purchase) equity in such Farm Credit Lender or one of its Affiliates
in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or
its Affiliates’ bylaws and capital plan or similar documents (as each may be amended from time to time), provided
that the maximum amount of equity that the Borrowers may be required to purchase in such Farm Credit Lender or its Affiliate in
connection with the portion of the Loans made by such Farm Credit Lender shall not exceed the maximum amount permitted by the applicable
bylaws, capital plan and related documents (x) as in effect (and in the form provided to the Borrowers) on the Closing Date or
(y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of participation,
as in effect (and in the form provided to the Borrowers) at the time of the closing of the related assignment or sale of participation.
CoBank confirms delivery to the Borrowers, and the Borrowers acknowledge receipt, of the documents from CoBank as of the Closing
Date (and will upon reasonable request, and subject to the Borrowers’ consent to such assignment or sale of a participation
by such Farm Credit Lender pursuant to Section 9.6(b), acknowledge receipt of any similar documents delivered to the Borrowers
by a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation after
the Closing Date; provided that such Farm Credit Lender confirms delivery of such documents to the Borrowers) (the “Farm
Credit Equity Documents”), which describe the nature of the stock and/or other equities in a Farm Credit Lender or its
Affiliate required to be acquired by the Borrowers in connection with the Loans made (or participated in) by such Farm Credit Lender
(the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Borrowers agree to
be bound by the terms thereof. CoBank acknowledges and agrees that the amount of the Farm Credit Equities of CoBank acquired by
the Borrowers on or prior to the Closing Date satisfies the requirements of this Section 9.20 in respect of the Closing
Date Term Loan Commitments as of the Closing Date.


 


(b)Each party hereto acknowledges that
each Farm Credit Lender’s (or its Affiliate’s) bylaws, capital plan and similar documents (as each may be amended from
time to time) shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage
refunds or other distributions made on account thereof or on account of the Borrowers’ patronage with such Farm Credit Lender
or its Affiliate, (y) the Borrowers’ eligibility for patronage distributions from such Farm Credit Lender or its Affiliate
(in the form of Farm Credit Equities and cash) and (z) patronage distributions, if any, in the event of a sale of a participation
interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or
outstanding Loans hereunder on a non-patronage basis in accordance with Section 9.6(b); provided that if the Parent’s
consent to such assignment or sale of a participation by such Farm Credit Lender is required pursuant to Section 9.6(b) or Section
9.6(d), as applicable, the parties hereto agree that, solely with respect to the Parent’s ability to reasonably withhold
consent to such transfer because of an expected reduction in patronage distributions to the Borrowers (it being understood and
agreed that the Parent may have another basis for reasonably withholding consent to such transfer), (A) if the transferring Farm
Credit Lender has not delivered a Farm Credit Lender Transfer Certificate (as defined below) to the Borrowers, then the Parent
may withhold its consent to such assignment or sale in its sole discretion (and in such case, the Parent shall be deemed to have
acted reasonably), and (B) if the transferring Farm Credit Lender has delivered a Farm Credit Lender Transfer Certificate to the
Borrowers, then the Parent may not withhold its consent to such assignment or sale (and any such withholding of consent shall be
deemed unreasonable). For purposes hereof, “Farm Credit Lender Transfer Certificate” means a certificate executed
by an officer of the transferring Farm Credit Lender and certifying to the Borrowers that such transferring Farm Credit Lender
has used commercially reasonable efforts to consummate the relevant assignment or sale or a participation with another entity that
would be expected to make patronage distributions to the Borrowers on a going forward basis that are consistent with (or better
than) those that the Borrowers could reasonably have expected to have received from such transferring Farm Credit Lender.


 






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(c)       Each
party hereto acknowledges that each Farm Credit Lender or its Affiliate has a statutory lien pursuant to the Farm Credit Act of
1971 (as may be amended from time to time) on all Farm Credit Equities of such Person that the Borrowers may now own or hereafter
acquire, which statutory lien shall be for such Farm Credit Lender’s (or its Affiliate’s) sole and exclusive benefit.
The Farm Credit Equities of a particular Farm Credit Lender or its Affiliate shall not constitute security for the Credit Party
Obligations due to any other Lender. To the extent that any of the Credit Documents create a Lien on the Farm Credit Equities of
a Farm Credit Lender or its Affiliate or on patronage accrued by such Farm Credit Lender or its Affiliate for the account of the
Borrowers (including, in each case, proceeds thereof), such Lien shall be for such Farm Credit Lender’s (or its Affiliate’s)
sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the Farm Credit Equities nor any accrued
patronage shall be offset against the Credit Party Obligations except that, in the event of an Event of Default, a Farm Credit
Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to
amounts due under this Agreement. The Borrowers acknowledge that any corresponding tax liability associated with such application
is the sole responsibility of the Borrowers. No Farm Credit Lender or its Affiliate shall have an obligation to retire the Farm
Credit Equities of such Farm Credit Lender or Affiliate upon any Event of Default, Default or any other default by the Borrowers
or any other Credit Party, or at any other time, either for application to the Credit Obligations or otherwise.


 


(d)       For
so long as any Loans remain outstanding, the Borrowers agree to maintain ownership of the mills and assets that were the subject
of the investments referred to in the definition of “Investment Purpose” (or similar assets reasonably acceptable to
CoBank); provided that, notwithstanding the foregoing, (i) (A) WestRock Virginia may (without additional consent from the
Administrative Agent or any Lender) transfer its Covington, Virginia mill to another Wholly-Owned Subsidiary (whether newly formed
or previously existing), so long as such Subsidiary has signed a joinder agreement to become a Borrower (effective as of the date
it acquires the Covington, Virginia mill) in a form reasonably acceptable to the Administrative Agent and otherwise satisfied all
applicable requirements for a Successor Borrower pursuant to Section 6.4(b) or (B) WestRock Virginia may (without additional
consent from the Administrative Agent) transfer its Covington, Virginia mill to any Person if, at the time of such transfer, the
aggregate outstanding principal amount of the Loans is less than or equal to $500,000,000 and (ii) effective immediately after
the transfer of the Covington, Virginia mill in accordance with clause (i)(A) or (i)(B) of this Section 9.20(d)
(and, in the case of a transfer pursuant to clause (i)(A) of this Section 9.20(d), the effectiveness of the joinder agreement
signed by the new Borrower), WestRock Virginia shall be automatically (and without additional consent from the Administrative Agent
or any Lender) released as a Borrower and thereafter, shall not constitute a Borrower for any purpose of this Agreement or any
other Credit Document.


 


9.21         
Most Favored Lender Provisions.


 


If at any time the Pro Rata Credit Agreement or
any other Credit Document (as defined in the Pro Rata Credit Agreement), or the documentation for any replacement credit facilities
therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor
of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are not
provided for in this Agreement or the other Credit Documents, (b) representations and warranties, covenants or events of default
(including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement
credit facilities, that are more restrictive than the same or similar provisions provided for in this Agreement and the other Credit
Documents and/or (c) requirements for the Pro Rata Credit Facilities to be secured by collateral or guaranteed by Domestic Subsidiaries
of the ParentHoldco that are not already Guarantors (any or all of the foregoing, collectively, the “Most
Favored Lender Provisions”) (in the case of each of the Most Favored Lender Provisions, other than any differences between
the Pro Rata Credit Agreement and the other Credit Documents (as defined in the Pro Rata Credit Agreement), on the one hand, and
this Agreement and the other Credit Documents, on the other hand, existing as of the Closing Date (or otherwise consistent with
such differences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into
this Agreement and the other Credit Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated
provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 9.1, and (ii) the Borrowers
and the Guarantors shall promptly, and in any event within five (5) days after entering into any such Most Favored Lender Provisions,
so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Borrowers and the Guarantors
shall enter into an amendment to this Agreement and, if applicable, the other Credit Documents evidencing the incorporation of
such Most Favored Lender Provisions, it being agreed that any failure to make such request or to enter into any such amendment
shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence.


 






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Article
X



GUARANTY OF BORROWER OBLIGATIONS


 


10.1         
The Guaranty.


 


In order to induce the Lenders to enter into
this Credit Agreement, any Hedging Agreement Provider to enter into any Guaranteed Hedging Agreement and any Cash Management Bank
to enter into any Guaranteed Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the
direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, under any Guaranteed Hedging Agreement
and under any Guaranteed Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the
Lenders as follows: such Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and
not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all
Credit Party Obligations. If any or all of Credit Party Obligations become due and payable hereunder or under any Guaranteed Hedging
Agreement or under any Guaranteed Cash Management Agreement, each Guarantor unconditionally promises to pay such Credit Party Obligations
to the Administrative Agent, the Lenders, the Hedging Agreement Providers, the Cash Management Banks or their respective order,
on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting
any of such Credit Party Obligations.


 


Notwithstanding any provision to the contrary
contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to
be invalid or unenforceable for any reason (including because of any applicable state, federal or provincial law relating to fraudulent
conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is
permissible under applicable law (whether federal, state or provincial and including the Bankruptcy Code).


 


10.2         
Bankruptcy.


 


Additionally, each of the Guarantors unconditionally
and irrevocably guarantees jointly and severally the payment of any and all Credit Party Obligations to the Lenders, any Cash Management
Bank and any Hedging Agreement Provider whether or not due or payable by the Borrowers upon the occurrence of any of the events
specified in Section 7.1(g), and unconditionally promises to pay such U.S. Obligations to the Administrative Agent for the
account of the Lenders, to any such Cash Management Bank and to any such Hedging Agreement Provider, or order, on demand, in lawful
money of the United States upon any such occurrence. Each of the Guarantors further agrees that to the extent that the Borrowers
or a Guarantor shall make a payment or a transfer of an interest in any property to the Administrative Agent, any Lender, any Cash
Management Bank or any Hedging Agreement Provider, which payment or transfer or any part thereof is subsequently invalidated, declared
to be fraudulent or preferential, or otherwise is avoided, and/or required to be repaid to the Borrowers or a Guarantor, the estate
of the Borrowers or a Guarantor, a trustee, receiver or any other party under any bankruptcy law, state, provincial or federal
law, common law or equitable cause, then to the extent of such avoidance or repayment, the obligation or part thereof intended
to be satisfied shall be revived and continued in full force and effect as if said payment had not been made.


 






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10.3         
Nature of Liability.


 


The liability of each Guarantor hereunder is
exclusive and independent of any security for or other guaranty of the Credit Party Obligations whether executed by any such Guarantor,
any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any
direction as to application of payment by the Borrowers or by any other party, or (b) any other continuing or other guaranty, undertaking
or maximum liability of a guarantor or of any other party as to the Credit Party Obligations, or (c) any payment on or in reduction
of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by
the Borrowers, or (e) any payment made to the Administrative Agent, any Lender, any Cash Management Bank or any Hedging Agreement
Provider on the Credit Party Obligations which the Administrative Agent, such Lender, such Cash Management Bank or such Hedging
Agreement Provider repays the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other
debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder
by reason of any such proceeding.


 


10.4         
Independent Obligation.


 


The obligations of each Guarantor hereunder
are independent of the obligations of any other Guarantor or any Borrower, and a separate action or actions may be brought and
prosecuted against each Guarantor whether or not action is brought against any other Guarantor or any Borrower and whether or not
any other Guarantor or any Borrower is joined in any such action or actions.


 


10.5         
Authorization.


 


Each of the Guarantors authorizes the Administrative
Agent, each Lender, each Cash Management Bank and each Hedging Agreement Provider, without notice or demand (except as shall be
required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to
time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the
terms of the Credit Party Obligations or any part thereof in accordance with this Agreement, any Guaranteed Cash Management Agreement
and any Guaranteed Hedging Agreement, as applicable, including any increase or decrease of the rate of interest thereon, (b) take
and hold security from any Guarantor or any other party for the payment of the Guaranty under this Article X or the Credit Party
Obligations and exchange, enforce waive and release any such security, (c) apply such security and direct the order or manner of
sale thereof as the Administrative Agent and the Lenders in their discretion may determine and (d) release or substitute any one
or more endorsers, Guarantors, Borrowers or other obligors.


 


10.6         
Reliance.


 


It is not necessary for the Administrative Agent,
the Lenders, any Cash Management Bank or any Hedging Agreement Provider to inquire into the capacity or powers of the Borrowers
or the officers, directors, members, partners or agents acting or purporting to act on their behalf, and any Credit Party Obligations
made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.


 






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10.7         
Waiver.


 


(a)               
Each of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require
the Administrative Agent, any Lender, any Cash Management Bank or any Hedging Agreement Provider to (i) proceed against the Borrowers,
any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrowers, any other guarantor
or any other party, or (iii) pursue any other remedy in the Administrative Agent’s, any Lender’s, any Cash Management
Bank’s or any Hedging Agreement Provider’s power whatsoever. Each of the Guarantors waives any defense based on or
arising out of any defense of the Borrowers, any other guarantor or any other party other than payment in full of the Credit Party
Obligations (other than contingent indemnity obligations), including any defense based on or arising out of (i) the disability
of a Borrower, any other Guarantor or any other party, (ii) the unenforceability of the Credit Party Obligations or any part thereof
from any cause, (iii) the cessation from any cause of the liability of a Borrower other than payment in full of the Credit Party
Obligations of the Borrowers (other than contingent indemnity obligations), (iv) any amendment, waiver or modification of the Credit
Party Obligations, (v) any substitution, release, exchange or impairment of any security for any of the Credit Party Obligations,
(vi) any change in the corporate existence or structure of a Borrower or any other Guarantor, (vii) any claims or rights of set
off that such Guarantor may have, and/or (viii) any Requirement of Law or order of any Governmental Authority affecting any term
of the Credit Party Obligations. The Administrative Agent may, at its election, foreclose on any security held by the Administrative
Agent by one or more judicial or nonjudicial sales (to the extent such sale is permitted by applicable law), or exercise any other
right or remedy the Administrative Agent or any Lender may have against the Borrowers or any other party, or any security, without
affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Credit Party Obligations of
the Borrowers have been paid in full and the Commitments have been terminated. Each of the Guarantors waives any defense arising
out of any such election by any of the Administrative Agent or Lenders, even though such election operates to impair or extinguish
any right of reimbursement or subrogation or other right or remedy of the Guarantors against the Borrowers or any other party or
any security.


 


(b)              
Each of the Guarantors waives all presentments, demands for performance, protests and notices, including notices of nonperformance,
notice of protest, notices of dishonor, notices of acceptance of the Guaranty under this Article X, and notices of the existence,
creation or incurring of new or additional Credit Party Obligations. Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Credit Party Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs
hereunder, and agrees that neither the Administrative Agent nor any Lender shall have any duty to advise such Guarantor of information
known to it regarding such circumstances or risks.


 


(c)               
Each of the Guarantors hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have
as a result of the Guaranty under this Article X (whether contractual, under Section 509 of the Bankruptcy Code, or otherwise)
to the claims of the Lenders, any Cash Management Bank or any Hedging Agreement Provider (collectively, the “Other Parties”)
against the Borrowers or any other guarantor of the Credit Party Obligations owing to the Lenders, such Cash Management Bank or
such Hedging Agreement Provider and all contractual, statutory or common law rights of reimbursement, contribution or indemnity
from any Other Party which it may at any time otherwise have as a result of the Guaranty under this Article X until such time as
the Credit Party Obligations shall have been paid in full and the Commitments have been terminated. Each of the Guarantors hereby
further agrees not to exercise any right to enforce any other remedy which the Administrative Agent, the Lenders, any Cash Management
Bank or any Hedging Agreement Provider now have or may hereafter have against any Other Party, any endorser or any other guarantor
of all or any part of the Credit Party Obligations and any benefit of, and any right to participate in, any security or collateral
given to or for the benefit of the Lenders, the Cash Management Banks and/or the Hedging Agreement Providers to secure payment
of the Credit Party Obligations until such time as the Credit Party Obligations (other than contingent indemnity obligations) shall
have been paid in full and the Commitments have been terminated.


 






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10.8         
Limitation on Enforcement.


 


The Lenders, the Cash Management Bank and the
Hedging Agreement Providers agree that the Guaranty under this Article X may be enforced only by the action of the Administrative
Agent acting upon the instructions of the Required Lenders and that no Lender, Cash Management Bank or Hedging Agreement Provider
shall have any right individually to seek to enforce or to enforce the Guaranty under this Article X, it being understood and agreed
that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this
Credit Agreement. The Lenders, the Cash Management Banks and the Hedging Agreement Providers further agree that the Guaranty under
this Article X may not be enforced against any director, officer, employee or stockholder of the Guarantors.


 


10.9         
Confirmation of Payment.


 


The Administrative Agent and the Lenders will,
upon request after payment of the U.S. Obligations which are the subject of the Guaranty under this Article X, confirm to the Borrowers,
the Guarantors or any other Person that such Credit Party Obligations have been paid, subject to the provisions of Section 10.2.


 


10.10     
Keepwell.


 


Each Qualified ECP Guarantor hereby jointly
and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from
time to time by each other Credit Party to honor all of its obligations under the Guaranty under this Article X in respect of Swap
Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.10 for the
maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.10,
or otherwise under the Guaranty under this Article X, voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full
force and effect until the termination of this Agreement or the release of such Guarantor in accordance with Section 8.11.
Each Qualified ECP Guarantor intends that this Section 10.10 constitute, and this Section 10.10 shall be deemed to
constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


 


 


 


 


 


 


 






101