Exhibit 10.1 


FOURTH RESTATEMENT AGREEMENT


THIS FOURTH RESTATEMENT AGREEMENT (the “Restatement Agreement”),
dated as of September 2, 2021, to the Credit Agreement (as defined below), by and among GLATFELTER CORPORATION, a Pennsylvania corporation
(the “Company”), AND CERTAIN OF ITS SUBSIDIARIES IDENTIFIED ON THE SIGNATURE PAGES HERETO AS BORROWERS (each a “Borrower”
and collectively, the “Borrowers”), each of the GUARANTORS (as defined under the Credit Agreement), the LENDERS (as
defined under the Credit Agreement) party thereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the
Lenders (in such capacity, the “Administrative Agent”).


WITNESSETH:


WHEREAS, the parties hereto (along with certain Subsidiaries of
the Company) are parties to that certain Third Amended and Restated Credit Agreement, dated as of February 8, 2019, as amended (as amended
or modified prior to the date hereof, the “Credit Agreement”; defined terms used herein unless otherwise amended or
defined herein shall have the meanings ascribed to them in the Credit Agreement or the Restated Credit Agreement, as the context requires);


WHEREAS, the Company (on behalf of itself and the other Loan Parties)
has requested to amend the Credit Agreement to (i) extend the Expiration Date of the Revolving Credit Commitments (and the maturity date
of any related Revolving Credit Loans) and (ii) effect certain other amendments to the Credit Agreement;


WHEREAS, each Lender with Revolving Credit Commitments immediately
prior to the Fourth Restatement Effective Date (as defined below) (each, an “Existing Revolving Lender”) whose name
is set forth on Schedule 1.1(B) hereto and any other Person whose name is set forth on Schedule 1.1(B) hereto (such Persons that are not
Existing Revolving Lenders being referred to as “New Revolving Lenders”; and such Existing Revolving Lenders and New
Revolving Lenders being collectively referred to as the “Extending Revolving Lenders”) has agreed to provide a Revolving
Credit Commitment on the Fourth Restatement Effective Date in an amount set forth on Schedule 1.1(B) hereto opposite its name, in each
case, on the terms set forth herein and in the Restated Credit Agreement and subject to the conditions set forth herein; and


WHEREAS, in furtherance of the foregoing, the Company, the other
Loan Parties, the Administrative Agent, the Issuing Lender and the Extending Revolving Lenders desire to amend the Credit Agreement, as
provided herein.


NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:


1.              
Amendment and Restatement of the Credit Agreement. Effective as of the Fourth Restatement Effective Date:


(a)            
the Credit Agreement (excluding Schedule 10.11.4 which shall remain as in effect as of immediately prior to the Fourth Restatement
Effective Date) shall hereby be amended and restated in full as attached hereto as Exhibit A (the Credit Agreement, as so amended and
restated, being referred to as the “Restated Credit Agreement”);






    	 	 	 



     


    

 


(b)            
the definition of “Expiration Date” shall hereby be amended and restated in full to read as follows:


Expiration
Date shall mean, (i) with respect to the Revolving Credit Commitments September 2, 2026, and (ii) with respect to the Term Loans,
February 8, 2024.


(c)            
Exhibit 1.6 hereto shall hereby be added to the Restated Credit Agreement as Exhibit 1.6 thereto, and each of Exhibits 1.1(A),
1.1(B), 1.1(C), 1.1(G)(1), 1.1(G)(2), 1.1(R), 1.1(S), 1.1(T), 2.4, 4.7.7, 7.2.6, and 7.3.3 to the Credit Agreement shall hereby be amended
and restated to be in the form of Exhibit 1.1(A), 1.1(B), 1.1(C), 1.1(G)(1), 1.1(G)(2), 1.1(R), 1.1(S), 1.1(T), 2.4, 4.7.7, 7.2.6, and
7.3.3, respectively, hereto;


(d)            
each of Schedules 1.1(A), 1.1(B), 1.1(E), 1.1(M), 1.1(P), 5.1.1, 5.1.2, 5.1.6, 5.1.12, 5.1.14, 7.2.1, and 7.2.4 to the Credit Agreement
shall hereby be amended and restated to be in the form of Schedule 1.1(A), 1.1(B), 1.1(E), 1.1(M), 1.1(P), 5.1.1, 5.1.2, 5.1.6, 5.1.12,
5.1.14, 7.2.1, and 7.2.4, respectively, hereto; and


2.              
Conditions to the Effectiveness of this Restatement Agreement. This Restatement Agreement shall become effective as of the
first date when all of the following conditions have been satisfied to the satisfaction of the Administrative Agent (the “Fourth
Restatement Effective Date”):


(a)            
Legal Details; Counterparts. Each Loan Party, the Administrative Agent, the Issuing Lender and each Extending Revolving
Lender and each other Lender as of immediately prior to the Fourth Restatement Effective Date shall have executed and delivered to the
Administrative Agent a counterpart to this Restatement Agreement signed on behalf of such party.


(b)            
Payment of Fees, etc.


(i)             
All reasonable out-of-pocket costs, expenses and disbursements, including, without limitation, reasonable fees and expenses of
counsel, incurred by the Administrative Agent or HSBC Securities (USA) Inc. in connection with the development, preparation, execution,
administration, interpretation or performance of this Restatement Agreement and all other documents or instruments to be delivered in
connection herewith shall have been paid by the Company.


(ii)           
All upfront fees separately agreed between the Company and the Extending Revolving Lenders to be paid in connection with this Restatement
Agreement, and all other compensation separately agreed between the Company and the Joint Lead Arrangers and Joint Bookrunners identified
in the Restated Credit Agreement to be paid in connection with this Restatement Agreement, in each case, shall have been paid by the Company.






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(c)            
Officer’s Certificate. The Administrative Agent shall have received for the benefit of the Administrative Agent, the
Issuing Lender and each Lender a certificate signed by a Responsible Officer of the Company, dated the Fourth Restatement Effective Date,
certifying as of the Fourth Restatement Effective Date that (i) the representations and warranties of the Company contained in Section
3 of this Restatement Agreement are true and correct, (ii) the representations and warranties of the Loan Parties set forth in
the Amended Credit Agreement are true and correct (A) in the case of the representations and warranties qualified as to materiality,
in all respects and (B) otherwise, in all material respects, in each case on and as of the Fourth Restatement Effective Date, immediately
after giving effect to the transactions contemplated by this Restatement Agreement to occur on the Fourth Restatement Effective Date (or,
if such representation or warranty relates to a specific date, as of such specific date), and (iii) on the Fourth Restatement Effective
Date, immediately after giving effect to the transactions contemplated by this Restatement Agreement to occur on the Fourth Restatement
Effective Date, no Event of Default or Potential Default shall have occurred and be continuing.


(d)            
Secretary’s Certificate. The Administrative Agent shall have received such customary documents and certificates as
the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization
of the transactions contemplated hereunder and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions
contemplated hereunder and under the Restated Credit Agreement, all in form and substance reasonably satisfactory to the Administrative
Agent.


(e)            
Opinion of Counsel. The Administrative Agent shall have received for the benefit of the Administrative Agent, the Issuing
Lender and each Lender a written opinion of counsel to the Company, in form and substance reasonably satisfactory to the Administrative
Agent.


(f)             
Certificates of Beneficial Ownership; KYC; AML; Etc. The Borrowers shall have delivered executed Certificates of Beneficial
Ownership for each Foreign Loan Party in form and substance acceptable to the Administrative Agent and each Lender, and such other documentation
and other information requested by the Administrative Agent or any Lender in connection with applicable "know your customer"
and anti-money laundering rules and regulations, including the USA Patriot Act.


(g)            
Solvency Certificate. The Administrative Agent shall have received a customary solvency certificate from a senior financial
officer of the Company certifying as to the solvency of the Company and its Subsidiaries on a consolidated basis as of the Restatement
Effective Date.


The Administrative Agent shall notify the Borrowers and the Lenders
of the Restatement Effective Date, and such notice shall be conclusive and binding.


3.              
Representations and Warranties. The Company hereby represents and warrants to the Administrative Agent and the Lenders that
as of the Restatement Effective Date (a) the representations and warranties of the Loan Parties contained in the Restated Credit Agreement
and the other Loan Documents are true and correct in all material respects on and as of the date hereof with the same force and
effect as though made by the Loan Parties on such date, except to the extent that any such representation or warranty expressly relates
solely to a previous date in which case such representation and warranty is so true and correct in all material respects as of such previous
date, (b) no Event of Default or Potential Default has occurred and is continuing and (c) the Credit Agreement and the other Loan Documents
are in full force and effect, are hereby ratified and confirmed and remain unaltered, except as expressly modified by this Restatement
Agreement.






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This Restatement Agreement has been duly executed and delivered by an authorized officer of each Loan Party and constitutes
a legal, valid and binding obligation of each Loan Party enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity,
regardless of whether considered in a proceeding in equity or at law. The execution, delivery, and performance of this Restatement Agreement
have been duly authorized by all necessary corporate action, require no governmental approval, and will neither contravene, conflict with,
nor result in the breach of any applicable Law in any material respect, charter, articles, or certificate of incorporation or organization,
bylaws, operating agreement or other material agreement governing or binding upon any of the Loan Parties or any of their Subsidiaries.


4.              
Effect of Amendment and Restatement; No Novation.


(a)            
Except as expressly set forth herein and in the Restated Credit Agreement, this Restatement Agreement and the Restated Credit Agreement
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative
Agent, the Issuing Lender or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan
Document, all of which shall continue in full force and effect in accordance with the provisions thereof; provided that any of
the Company’s Subsidiaries that signed or was party to the Credit Agreement prior to the Fourth Restatement Effective Date as a
“Borrower,” but is not designated as a “Borrower” on the signature pages hereto shall no longer have any of the
obligations of a “Borrower” under the Credit Agreement or the Restated Credit Agreement on or after the Fourth Restatement
Effective Date. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Restated Credit Agreement
or any other Loan Document in similar or different circumstances.


(b)            
On and after the Fourth Restatement Effective Date, each reference in the Restated Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import, as used in the Restated Credit Agreement,
shall refer to the Credit Agreement as amended and restated in the form of the Restated Credit Agreement, and the term “Credit Agreement”,
as used in any Loan Document, shall mean the Restated Credit Agreement. This Restatement Agreement shall constitute a “Loan Document”
for all purposes of the Restated Credit Agreement and the other Loan Documents.


(c)            
Neither this Restatement Agreement nor the effectiveness of the Restated Credit Agreement shall extinguish the obligations for
the payment of money outstanding under the Credit Agreement or discharge or release any Guaranty thereof. Nothing herein contained shall
be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement. Nothing expressed or implied in
this Restatement Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a
release or other discharge of the Borrowers under the Credit Agreement or any Loan Party under any Loan Document (as defined in the Credit
Agreement) from any of its obligations and liabilities thereunder.






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5.              
Pro Rata Matters. The Revolving Credit Loans outstanding under the Credit Agreement immediately prior to the effectiveness
of the Revolving Credit Commitments under the Restated Credit Agreement shall remain outstanding under the Restated Credit Agreement subject
to the following procedures.  On the Fourth Restatement Effective Date, (i) each Extending Revolving Lender shall make available
to the Administrative Agent such amounts in immediately available funds and in such currencies as the Administrative Agent shall determine,
for the benefit of the Existing Revolving Lenders, as being required in order to cause, after giving effect to this Restatement Agreement
and the application of such amounts to make payments to such Existing Revolving Lenders, the Revolving Credit Loans outstanding as of
the Fourth Restatement Effective Date to be held ratably by all Extending Revolving Lenders as of the Fourth Restatement Effective Date
in accordance with their respective Ratable Share (calculated under clause (i) of the definition thereof after giving effect to the effectiveness
of the Revolving Credit Commitments under the Restated Credit Agreement), and (ii) the aggregate outstanding principal amount of the Revolving
Credit Loans made to the Borrowers (the “Existing Revolving Credit Borrowings”) immediately prior to the effectiveness
of this Restatement Agreement shall be deemed to be prepaid and reborrowed as of the Fourth Restatement Effective Date in an aggregate
principal amount equal to the aggregate principal amount of the Borrowers’ Existing Revolving Credit Borrowings and of the same
types, currencies and for the same Interest Periods as the Borrowers’ Existing Revolving Credit Borrowings.


6.              
Covenants. The Company shall pay all interest on Revolving Credit Loans, Commitment Fees, Letter of Credit Fees and fronting
fees in respect of Letter of Credit Obligations, in each case accrued and unpaid as of the Fourth Restatement Effective Date, and all
other accrued and unpaid fees in respect of Revolving Credit Commitments and all costs and expenses for which the Lenders are entitled
to reimbursement under the Credit Agreement on or prior to the Fourth Restatement Effective Date, in accordance with the terms of, and
at the applicable times required by, the Credit Agreement.


7.              
 Reaffirmation. Each Loan Party hereby acknowledges that it expects to receive substantial direct and indirect benefits
as a result of this Restatement Agreement and the transactions contemplated hereby. Each Loan Party hereby further (i) acknowledges that
the Obligations shall include the due and punctual payment of all of the monetary obligations of each Loan Party under or pursuant to
the Restated Credit Agreement, including all such obligations in respect of the Term Loans and the Revolving Credit Loans outstanding
as of immediately prior to the Fourth Restatement Effective Date, (ii) confirms its guarantees, pledges and grants of security interests,
as applicable, under each of the Loan Documents to which it is party and (iii) agrees that, notwithstanding the effectiveness of this
Restatement Agreement and the transactions contemplated hereby, its obligations (including its guarantees, pledges and grants of security
interests, as applicable) under each of the Loan Documents to which it is party shall continue to be in full force and effect.






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8.             
Governing Law. This Restatement Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action
(whether in contract or tort or otherwise) based upon, arising out of or relating to this Restatement Agreement and the other Loan Documents
and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of
New York without regard to its conflict of laws principles.


9.             
Headings. Section headings used herein are for convenience of reference only, are not part of this Restatement Agreement
and shall not affect the construction of, or be taken into consideration in interpreting, this Restatement Agreement.


10.           
Severability. Any provision of this Restatement Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity
of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


11.           
Counterparts. This Restatement Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Restatement Agreement
and/or any document to be signed in connection with this Restatement Agreement and the transactions contemplated hereby shall be deemed
to include Electronic Signatures (as defined below), deliveries 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, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated
with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record, including
signature by telecopy, “pdf”, or “tif”.


[SIGNATURE PAGES FOLLOW]


 



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[SIGNATURE PAGE TO FOURTH RESTATEMENT AGREEMENT]


IN WITNESS WHEREOF, the parties have executed
this Restatement Agreement as of the day and year first above written.


	 	
    BORROWERS:

    GLATFELTER CORPORATION

    By: /s/ Samuel L. Hillard_____________

    Name: Samuel L. Hillard

    Title: Senior Vice President & Chief Financial Officer

	 	
    GLATFELTER GATINEAU LTÉE

    By: /s/ Paul G. Wolfram

    Name: Paul G. Wolfram

    Title: Treasurer



 


 



    	 	 	 



     


    




[SIGNATURE PAGE TO FOURTH RESTATEMENT AGREEMENT]


	 	
    GLATFELTER LUXEMBOURG SÀRL

    By: /s/ Amy R. Wannemacher 

    Name: Amy R. Wannemacher

    Title: Manager

	 	
    GLATFELTER LUXEMBOURG SERVICES SÀRL

    By: /s/ Amy R. Wannemacher 

    Name: Amy R. Wannemacher

    Title: Manager



 


 


 


 


 


 






    	 	 	 



     


    

[SIGNATURE PAGE TO FOURTH RESTATEMENT AGREEMENT]


	 	
    GLATFELTER GERNSBACH GMBH

    By: /s/ Amy R. Wannemacher

    Name: Amy R. Wannemacher

    Title: Managing Director

	 	
    GLATFELTER LYDNEY, LTD.

    By: /s/ Amy R. Wannemacher

    Name: Amy R. Wannemacher

    Title: Director

	 	
    GLATFELTER CAERPHILLY LTD

    By: /s/ Amy R. Wannemacher

    Name: Amy R. Wannemacher

    Title: Director

	 	
    GLATFELTER OBER-SCHMITTEN GMBH

    By: /s/ Amy R. Wannemacher

    Name: Amy R. Wannemacher

    Title: Managing Director

	 	
    GLATFELTER DRESDEN GMBH

    By: /s/ Amy R. Wannemacher

    Name: Amy R. Wannemacher

    Title: Managing Director



 


 


 


 


 


 


 


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[SIGNATURE PAGE TO FOURTH RESTATEMENT AGREEMENT]


	 	
    GLATFELTER STEINFURT GMBH

    By: /s/ Amy R. Wannemacher

    Name: Amy R. Wannemacher

    Title: Managing Director

	 	
    GLATFELTER FALKENHAGEN GMBH

    By: /s/ Amy R. Wannemacher

    Name: Amy R. Wannemacher

    Title: Director

	 	
    GLATFELTER MALTA LIMITED

    By: /s/ Paul G. Wolfram

    Name: Paul G. Wolfram

    Title: Director



 


 


 


 


 


 


 


 


 


 


 


 


 


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[SIGNATURE PAGE TO FOURTH RESTATEMENT AGREEMENT]


GUARANTORS:


 


 


	 	
    PHG TEA LEAVES, INC.

    By: /s/ Paul G. Wolfram

    Name: Paul G. Wolfram

    Title: Director

	 	
    MOLLANVICK, INC.

    By: /s/ Paul G. Wolfram

    Name: Paul G. Wolfram

    Title: Director

	 	
    GLATFELTER COMPOSITE FIBERS NA, INC.

    By: /s/ Paul G. Wolfram

    Name: Paul G. Wolfram

    Title: Director

	 	
    GLATFELTER DIGITAL SOLUTIONS, LLC

    By: /s/ Paul G. Wolfram

    Name: Paul G. Wolfram

    Title: Treasurer

	 	
    GLATFELTER HOLDINGS, LLC

     

    By: /s/ Paul G. Wolfram

    Name: Paul G. Wolfram

    Title: Director

	 	
    GLATFELTER ADVANCED MATERIALS N.A., LLC

    By: /s/ Jill L. Urey

    Name: Jill L. Urey

    Title: Secretary



 


 


 


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    GLATFELTER MT. HOLLY LLC

    By: /s/ Jill L. Urey

    Name: Jill L. Urey

    Title: Secretary



 


 


 


 


 


 


 


 


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[SIGNATURE PAGE TO FOURTH RESTATEMENT AGREEMENT]


	 	
    PNC BANK, NATIONAL ASSOCIATION,

    as Administrative Agent, as Issuing Lender and as a Lender

    By: /s/ Daniel V. Borelli

    Name: Daniel V. Borelli

    Title: Senior Vice President



 


 


 


 


 


 


 


 


 


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[SIGNATURE PAGE TO FOURTH RESTATEMENT AGREEMENT]


	 	
    HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

    By:  /s/ JiaQi Zhang                             

    Name: JiaQi Zhang

    Title: Vice President



 


 


 


 


 


 


 


 


 


 


 


 


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

    By: /s/ Louis Salvino 

    Name: Louis Salvino

    Title: Vice President



 


 


 


 


 


 


 


 


 


 


 


 


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    COBANK, ACB, as a Lender

    By: /s/ Robert Prickett

    Name: Robert Prickett

    Title: Vice President



 


 


 


 


 


 


 


 


 


 


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    AGCHOICE FARM CREDIT, ACA, as a Voting Participant

    By: /s/ Joshua L. Larock

    Name: Joshua L. Larock

    Title: Vice President

    _______________



 


 


 


 


 


 


 


 


 


 


 


 


 


 


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    AGFIRST FARM CREDIT BANK, as a Voting Participant

    By: /s/ Steven J. O’Shea

    Name: Steven J. O’Shea

    Title: Vice President

    ______________



 


 


 


 


 


 


 


 


 


 


 


 


 


 


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    MUFG BANK, LTD., as a Lender

    By: /s/ Deborah L. White

    Name: Deborah L. White

    Title: Director



 


 


 


 


 


 


 


 


 


 


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    CITIZENS BANK, N.A., as a Lender

    By: /s/ Edward A. Tosti

    Name: Edward A. Tosti

    Title: Senior Vice President



 


 


 


 


 


 


 


 


 


 


 


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    MANUFACTURERS AND TRADERS TRUST, as a Lender

    By: /s/ Lance E. Smith

    Name: Lance E. Smith

    Title: Vice President



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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    BANK OF AMERICA, N.A., as a Lender

    By: /s/ Kevin Dobosz

    Name: Kevin Dobosz

    Title: Senior Vice President



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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    CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

    By:    /s/ Doreen Barr                      

    Name: Doreen Barr

    Title: Authorized Signatory

     

    By:_/s/ Nawshaer Safi

    Name: Nawshaer Safi

    Title: Authorized Signatory

     



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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    WELLS FARGO N.A., as a Lender

    By: /s/ Corey Clamp 

    Name: Corey Clamp

    Title: Senior Vice President



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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EXHIBIT A


 


 


 


 


EXHIBIT A




AMENDED AND RESTATED CREDIT AGREEMENT


 


[See Attached]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature page to Restatement Agreement]


  



    	 	 	 



     


    
EXHIBIT A


 


CUSTOMER CUSIP NO. 69338BAA1

REVOLVER FACILITY CUSIP NO. 69338BAB9

TERM LOAN CUSIP NO. 6933BAC7 - ISIN - US69338BAC72


$400,000,000.00 REVOLVING CREDIT FACILITY

€220,000,000.00 TERM LOAN


FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


by and among


GLATFELTER CORPORATION


and


Certain of its Subsidiaries, as Borrowers


and


THE GUARANTORS PARTY HERETO,


and


THE LENDERS PARTY HERETO, as Lenders


and


PNC BANK, NATIONAL ASSOCIATION, as Administrative
Agent


with


HSBC SECURITIES (USA) INC., PNC CAPITAL MARKETS
LLC and JPMORGAN CHASE BANK, N.A. as Joint Lead Arrangers and Joint Bookrunners,


and


HSBC BANK USA, N.A. and JPMORGAN CHASE BANK,
N.A.,

as Co-Syndication Agents


and


COBANK, ACB, CITIZENS BANK, N.A. and MUFG BANK,
LTD., as Co-Documentation Agents


Dated as of September 2, 2021


 






    	 	 	 



     


    

 


TABLE OF CONTENTS


PAGE


	1. CERTAIN DEFINITIONS	1
	 	 	 	 	 
	 	1.1	Certain Definitions.	1
	 	1.2	Construction.	44
	 	 	 	 	 
	 	 	1.2.1	Number; Inclusion.	44
	 	 	1.2.2	Determination.	44
	 	 	1.2.3	Administrative Agent’s Discretion and Consent.	44
	 	 	1.2.4	Documents Taken as a Whole.	44
	 	 	1.2.5	Headings.	44
	 	 	1.2.6	Implied References to this Agreement.	44
	 	 	1.2.7	Persons.	44
	 	 	1.2.8	Modifications to Documents.	45
	 	 	1.2.9	From, To and Through.	45
	 	 	1.2.10	Shall; Will.	45
	 	 	1.2.11	Québec Matters.	45
	 	 	 	 	 
	 	1.3	Accounting Principles.	46
	 	1.4	Currency Calculations.	46
	 	1.5	Divisions.	46
	 	1.6	Springing Security Interest.	47
	 	 	 	 	 
	 	 	1.6.1	General	47
	 	 	1.6.2	Fallaway	47
	 	 	 	 	 
	 	1.7	Effect of Fourth Restatement.	48
	 	 	 	 	 
	2. REVOLVING CREDIT, SWING LOAN AND TERM LOAN FACILITIES	48
	 	 	 	 	 
	 	2.1	Revolving Credit Commitments.	48
	 	 	 	 	 
	 	 	2.1.1	Revolving Credit Loans.	48
	 	 	2.1.2	Swing Loan Commitment.	51
	 	 	 	 	 
	 	2.2	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans.	51
	 	2.3	Commitment Fees.	51
	 	2.4	Loan Requests.	52
	 	 	 	 	 
	 	 	2.4.1	Revolving Credit Loan Requests; Term Loan Requests.	52
	 	 	2.4.2	Swing Loan Requests.	53
	 	 	 	 	 
	 	2.5	Making Revolving Credit Loans, Term Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans.	53
	 	 	 	 	 
	 	 	2.5.1	Making Revolving Credit Loans and Term Loans.	53
	 	 	2.5.2	Making Swing Loans.	54
	 	 	2.5.3	Presumptions by the Administrative Agent.	54
	 	 	2.5.4	Repayment of Revolving Credit Loans.	54
	 	 	2.5.5	Borrowings to Repay Swing Loans.	55



 






    	 	 (i)	 



     


    

 


	 	 	2.5.6	Swing Loans Under Cash Management Agreements.	55
	 	 	 	 	 
	 	2.6	Revolving Credit Notes and Swing Loan Note.	56
	 	2.7	Utilization of Commitments in Optional Currencies.	56
	 	 	 	 	 
	 	 	2.7.1	Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans and Letter of Credit Obligations.	56
	 	 	2.7.2	Notices From Lenders That Optional Currencies Are Unavailable to Fund New Revolving Credit Loans.	56
	 	 	2.7.3	Notices From Lenders That Optional Currencies Are Unavailable to Fund Renewals of the EURIBOR Rate Option.	57
	 	 	2.7.4	European Monetary Union.	57
	 	 	2.7.5	Requests for Additional Optional Currencies.	58
	 	 	 	 	 
	 	2.8	Use of Proceeds.	58
	 	2.9	Letter of Credit Subfacility.	58
	 	 	 	 	 
	 	 	2.9.1	Issuance of Letters of Credit.	58
	 	 	2.9.2	Letter of Credit Fees.	59
	 	 	2.9.3	Disbursements, Reimbursement.	60
	 	 	2.9.4	Repayment of Participation Advances.	61
	 	 	2.9.5	Documentation.	62
	 	 	2.9.6	Determinations to Honor Drawing Requests.	62
	 	 	2.9.7	Nature of Participation and Reimbursement Obligations.	63
	 	 	2.9.8	Indemnity.	64
	 	 	2.9.9	Liability for Acts and Omissions.	65
	 	 	2.9.10	Issuing Lender Reporting Requirements.	66
	 	 	 	 	 
	 	2.10	Currency Repayments.	66
	 	2.11	Optional Currency Amounts.	67
	 	2.12	Reduction of Commitment.	67
	 	2.13	Defaulting Lenders.	67
	 	2.14	[Reserved].	69
	 	2.15	Term Loan Repayment Terms.	69
	 	 	 	 	 
	3. INTEREST RATES	69
	 	 	 	 	 
	 	3.1	Interest Rate Options.	69
	 	 	 	 	 
	 	 	3.1.1	Revolving Credit Interest Rate Options.	70
	 	 	3.1.2	Term Loan Interest Rate Option.	70
	 	 	3.1.3	Rate Quotations.	70
	 	 	 	 	 
	 	3.2	Interest Periods.	71
	 	 	 	 	 
	 	 	3.2.1	Amount of Borrowing Tranche.	71
	 	 	3.2.2	Renewals.	71
	 	 	3.2.3	No Conversion of Optional Currency Loans.	71
	 	 	3.2.4	SONIA Daily Rate.	71
	 	 	 	 	 
	 	3.3	Interest After Default.	71
	 	 	 	 	 
	 	 	3.3.1	Letter of Credit Fees, Interest Rate.	72



 






    	 	 (ii)	 



     


    

 


	 	 	3.3.2	Other Obligations.	72
	 	 	3.3.3	Acknowledgment.	72
	 	 	 	 	 
	 	3.4	Euro-Rate or EURIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.	72
	 	 	 	 	 
	 	 	3.4.1	Unascertainable.	72
	 	 	3.4.2	Illegality; Increased Costs; Deposits Not Available.	72
	 	 	3.4.3	Optional Currency Not Available.	73
	 	 	3.4.4	Benchmark Replacement Setting.	73
	 	 	3.4.5	Administrative Agent’s and Lender’s Rights.	76
	 	 	 	 	 
	 	3.5	[Reserved]	77
	 	3.6	Selection of Interest Rate Options.	77
	 	3.7	Canadian Interest Act Disclosure.	77
	 	3.8	Canadian Usury Provision.	77
	 	3.9	Maltese Usuary Provision.	78
	 	 	 	 	 
	4. PAYMENTS	78
	 	 	 	 	 
	 	4.1	Payments.	78
	 	4.2	Pro Rata Treatment of Lenders.	79
	 	4.3	Interest Payment Dates.	79
	 	4.4	Voluntary Prepayments; Replacement of Lender; Change of Lending Office.	79
	 	 	 	 	 
	 	 	4.4.1	Right to Prepay.	79
	 	 	4.4.2	Mitigation Obligations; Replacement of a Lender.	81
	 	 	4.4.3	Change of Lending Office.	82
	 	 	 	 	 
	 	4.5	Mandatory Prepayments.	82
	 	 	 	 	 
	 	 	4.5.1	Currency Fluctuations.	82
	 	 	4.5.2	Sale of Assets.	83
	 	 	4.5.3	Issuance of Indebtedness.	83
	 	 	4.5.4	Recovery Event.	83
	 	 	4.5.5	Application of Prepayments.	83
	 	 	4.5.6	Repatriation.	84
	 	 	 	 	 
	 	4.6	Increased Costs.	84
	 	 	 	 	 
	 	 	4.6.1	Increased Costs Generally.	84
	 	 	4.6.2	Capital Requirements.	85
	 	 	4.6.3	Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans.	85
	 	 	4.6.4	Delay in Requests.	86
	 	 	4.6.5	Additional Reserve Requirements.	86
	 	 	 	 	 
	 	4.7	Taxes.	86
	 	 	 	 	 
	 	 	4.7.1	No Deductions.	86
	 	 	4.7.2	Stamp Taxes.	87
	 	 	4.7.3	Indemnification for Taxes.	88



 






    	 	 (iii)	 



     


    

 


	 	 	4.7.4	Certificate.	89
	 	 	4.7.5	Exclusions, etc.	89
	 	 	4.7.6	Change of Lending Office, etc.	89
	 	 	4.7.7	Status of Lenders.	90
	 	 	4.7.8	Treatment of Certain Refunds.	93
	 	 	4.7.9	Survival.	93
	 	 	4.7.10	Issuing Lender.	94
	 	 	4.7.11	Maltese Tax.	94
	 	 	 	 	 
	 	4.8	Indemnity.	94
	 	4.9	Interbank Market Presumption.	94
	 	4.10	Judgment Currency.	95
	 	 	 	 	 
	 	 	4.10.1	Currency Conversion Procedures for Judgments.	95
	 	 	4.10.2	Indemnity in Certain Events.	95
	 	 	 	 	 
	 	4.11	Requests for Notes.	95
	 	4.12	Settlement Date Procedures.	95
	 	4.13	Borrowers’ Agent.	96
	 	 	 	 	 
	5. REPRESENTATIONS AND WARRANTIES	96
	 	 	 	 	 
	 	5.1	Representations and Warranties.	96
	 	 	 	 	 
	 	 	5.1.1	Organization and Qualification.	96
	 	 	5.1.2	Subsidiaries; Certificates of Beneficial Ownership.	97
	 	 	5.1.3	Power and Authority.	97
	 	 	5.1.4	Validity and Binding Effect.	97
	 	 	5.1.5	No Conflict.	97
	 	 	5.1.6	Litigation.	98
	 	 	5.1.7	Title to Properties.	98
	 	 	5.1.8	Financial Statements.	98
	 	 	5.1.9	Use of Proceeds; Margin Stock.	99
	 	 	5.1.10	Full Disclosure.	99
	 	 	5.1.11	Taxes.	99
	 	 	5.1.12	Consents and Approvals.	100
	 	 	5.1.13	No Event of Default.	100
	 	 	5.1.14	Patents, Trademarks, Copyrights, Licenses, Etc.	100
	 	 	5.1.15	Insurance.	100
	 	 	5.1.16	Compliance with Laws.	100
	 	 	5.1.17	Material Contracts; Burdensome Restrictions.	100
	 	 	5.1.18	Investment Companies; Regulated Entities.	101
	 	 	5.1.19	Plans and Benefit Arrangements.	101
	 	 	5.1.20	Employment Matters.	102
	 	 	5.1.21	Environmental Matters.	102
	 	 	5.1.22	Senior Debt Status.	103
	 	 	5.1.23	Anti-Terrorism Laws; EEA Financial Institutions.	103
	 	 	 	 	 
	 	5.2	Continuation of Representations.	103
	 	5.3	Updates to Schedules.	104
	 	 	 	 	 



 






    	 	 (iv)	 



     


    

 


	6. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT	104
	 	 	 	 	 
	 	6.1	[Reserved]	104
	 	6.2	Additional Loan or Letter of Credit on or After the Fourth Restatement Effective Date.	104
	 	 	 	 	 
	7. COVENANTS	104
	 	 	 	 	 
	 	7.1	Affirmative Covenants.	104
	 	 	 	 	 
	 	 	7.1.1	Preservation of Existence, Etc.	105
	 	 	7.1.2	Payment of Liabilities, Including Taxes, Etc.	105
	 	 	7.1.3	Maintenance of Insurance.	105
	 	 	7.1.4	Maintenance of Properties and Leases.	105
	 	 	7.1.5	Maintenance of Patents, Trademarks, Etc.	106
	 	 	7.1.6	Visitation Rights.	106
	 	 	7.1.7	Keeping of Records and Books of Account.	106
	 	 	7.1.8	Certificates of Beneficial Ownership and Other Additional Information.	106
	 	 	7.1.9	Compliance with Laws.	107
	 	 	7.1.10	Joinder of Guarantors and Borrowers.	107
	 	 	7.1.11	Anti-Terrorism Laws; International Trade Law Compliance.	108
	 	 	7.1.12	German, Luxembourg, English Borrowers and Maltese Borrowers.	108
	 	 	7.1.13	Keepwell.	111
	 	 	 	 	 
	 	7.2	Negative Covenants.	111
	 	 	 	 	 
	 	 	7.2.1	Indebtedness.	111
	 	 	7.2.2	Liens.	113
	 	 	7.2.3	[Reserved]	113
	 	 	7.2.4	Loans and Investments.	113
	 	 	7.2.5	Dividends and Related Distributions.	115
	 	 	7.2.6	Liquidations, Mergers, Consolidations, Acquisitions.	115
	 	 	7.2.7	Dispositions of Assets or Subsidiaries.	117
	 	 	7.2.8	Affiliate Transactions.	119
	 	 	7.2.9	Subsidiaries.	119
	 	 	7.2.10	Continuation of or Change in Business.	119
	 	 	7.2.11	[Reserved].	119
	 	 	7.2.12	Fiscal Year.	119
	 	 	7.2.13	[Reserved]	120
	 	 	7.2.14	Changes in Organizational Documents.	120
	 	 	7.2.15	Maximum Leverage Ratio.	120
	 	 	7.2.16	Minimum Interest Coverage Ratio.	121
	 	 	7.2.17	[Reserved]	121
	 	 	7.2.18	Receivables Entities.	121
	 	 	 	 	 
	 	7.3	Reporting Requirements.	122
	 	 	 	 	 
	 	 	7.3.1	Quarterly Financial Statements.	122
	 	 	7.3.2	Annual Financial Statements.	122
	 	 	7.3.3	Certificate of the Company.	122



 






    	 	 (v)	 



     


    

 


	 	 	7.3.4	Notice of Default.	123
	 	 	7.3.5	Notice of Litigation.	123
	 	 	7.3.6	Notice of Change in Debt Rating.	123
	 	 	7.3.7	[Reserved]	123
	 	 	7.3.8	[Reserved]	123
	 	 	7.3.9	Notices Regarding Plans and Benefit Arrangements.	123
	 	 	 	 	 
	8. DEFAULT	124
	 	 	 	 	 
	 	8.1	Events of Default.	124
	 	 	 	 	 
	 	 	8.1.1	Payments Under Loan Documents.	124
	 	 	8.1.2	Breach of Warranty.	125
	 	 	8.1.3	[Reserved]	125
	 	 	8.1.4	Breach of Negative Covenants and Certain Affirmative Covenants.	125
	 	 	8.1.5	Breach of Other Covenants.	125
	 	 	8.1.6	Defaults in Other Agreements or Indebtedness.	125
	 	 	8.1.7	Final Judgments or Orders.	125
	 	 	8.1.8	Loan Document Unenforceable.	125
	 	 	8.1.9	[Reserved].	126
	 	 	8.1.10	[Reserved].	126
	 	 	8.1.11	Inability to Pay.	126
	 	 	8.1.12	Events Relating to Plans and Benefit Arrangements.	126
	 	 	8.1.13	[Reserved].	126
	 	 	8.1.14	Change of Control.	126
	 	 	8.1.15	Involuntary Proceedings.	126
	 	 	8.1.16	Voluntary Proceedings.	127
	 	 	 	 	 
	 	8.2	Consequences of Event of Default.	127
	 	 	 	 	 
	 	 	8.2.1	Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings.	127
	 	 	8.2.2	Bankruptcy, Insolvency or Reorganization Proceedings.	127
	 	 	8.2.3	Set-off.	128
	 	 	8.2.4	Suits, Actions, Proceedings.	128
	 	 	8.2.5	Application of Proceeds.	129
	 	 	8.2.6	Enforcement of Remedies.	130
	 	 	 	 	 
	9. THE ADMINISTRATIVE AGENT	130
	 	 	 	 	 
	 	9.1	Appointment and Authority.	130
	 	9.2	Rights as a Lender.	130
	 	9.3	Delegation of Duties.	131
	 	9.4	Non-Reliance on Administrative Agent and Other Lenders.	131
	 	9.5	No Other Duties, etc.	131
	 	9.6	Exculpatory Provisions.	131
	 	9.7	Reliance by Administrative Agent.	132
	 	9.8	Calculations.	133
	 	9.9	Sharing of Payments.	133
	 	9.10	Successor Administrative Agent.	133



 






    	 	 (vi)	 



     


    

 


	 	9.11	Administrative Agent’s Fee.	134
	 	9.12	No Reliance on Administrative Agent’s Customer Identification Program.	135
	 	 	 	 	 
	10. MISCELLANEOUS	135
	 	 	 	 	 
	 	10.1	Modifications, Amendments or Waivers.	135
	 	 	 	 	 
	 	 	10.1.1	Increase of Commitment.	135
	 	 	10.1.2	Extension of Payment; Reduction of Principal Interest or Fees.	135
	 	 	10.1.3	Release a Guarantor, Pledged Loans and Collateral.	136
	 	 	10.1.4	Miscellaneous.	136
	 	 	 	 	 
	 	10.2	No Implied Waivers; Cumulative Remedies; Writing Required.	137
	 	10.3	Expenses; Indemnity; Damage Waiver.	137
	 	 	 	 	 
	 	 	10.3.1	Costs and Expenses of the Administrative Agent.	137
	 	 	10.3.2	Indemnification of the Administrative Agent by the Borrowers.	138
	 	 	10.3.3	Reimbursement and Indemnification of Lenders by the Borrowers.	139
	 	 	10.3.4	Reimbursement by Lenders.	139
	 	 	10.3.5	Waiver of Consequential Damages, Etc.	140
	 	 	10.3.6	Payments.	140
	 	 	 	 	 
	 	10.4	Holidays.	140
	 	10.5	Funding by Branch, Subsidiary or Affiliate.	140
	 	 	 	 	 
	 	 	10.5.1	Notional Funding.	140
	 	 	10.5.2	Actual Funding.	141
	 	 	 	 	 
	 	10.6	Notices; Lending Offices.	141
	 	10.7	Severability.	142
	 	10.8	Governing Law.	142
	 	10.9	Prior Understanding.	142
	 	10.10	Duration; Survival.	142
	 	10.11	Successors and Assigns.	143
	 	 	 	 	 
	 	 	10.11.1	Successors and Assigns Generally.	143
	 	 	10.11.2	Assignments by Lenders.	143
	 	 	10.11.3	Register.	145
	 	 	10.11.4	Participations.	145
	 	 	10.11.5	Certain Pledges; Successors and Assigns Generally.	147
	 	 	 	 	 
	 	10.12	Confidentiality.	147
	 	 	 	 	 
	 	 	10.12.1	General.	147
	 	 	10.12.2	Sharing Information With Affiliates of the Lenders.	148
	 	 	 	 	 
	 	10.13	Counterparts; Integration; Effectiveness.	148
	 	10.14	Administrative Agent’s or Lender’s Consent.	149
	 	10.15	Exceptions.	149
	 	10.16	CONSENT TO FORUM; WAIVER OF JURY TRIAL.	149
	 	10.17	USA Patriot Act.	150
	 	10.18	Nature of Foreign Borrower Obligations.	150
	 	10.19	Pledge of Foreign Loan Party Loans.	151



 


 



    	 	 (vii)	 



     


    




 


	 	10.20	Acknowledgment and Consent to Bail-In of EEA Financial Institutions.	152
	 	10.21	Certain ERISA Matters.	153
	 	10.22	No Advisory or Fiduciary Responsibility.	154
	 	10.23	Acknowledgement Regarding Any Supported QFCs.	154
	 	 	 	 	 



 


 



 


 


 


 






    	 	 (viii)	 



     


    

 





LIST
OF SCHEDULES AND EXHIBITS


SCHEDULES


	SCHEDULE 1.1(A)	-PRICING GRID
	SCHEDULE 1.1(B)	-COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	SCHEDULE 1.1(E)	-EXISTING LETTERS OF CREDIT
	SCHEDULE 1.1(M)	-MATERIAL SUBSIDIARIES
	SCHEDULE 1.1(P)	-PERMITTED LIENS
	SCHEDULE 5.1.1	-DOMESTIC QUALIFICATIONS TO DO BUSINESS
	SCHEDULE 5.1.2	-SUBSIDIARIES
	SCHEDULE 5.1.6	-LITIGATION
	SCHEDULE 5.1.12	-CONSENTS AND APPROVALS
	SCHEDULE 5.1.14	-PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
	SCHEDULE 7.2.1	-PERMITTED INDEBTEDNESS
	SCHEDULE 7.2.4	-EXISTING INVESTMENTS (NON-SUBSIDIARY INVESTMENTS)
	SCHEDULE 10.11.4	-VOTING PARTICIPANTS


 


EXHIBITS


	EXHIBIT 1.1(A)	-ASSIGNMENT AND ASSUMPTION AGREEMENT
	EXHIBIT 1.1(B)	-BORROWER JOINDER
	EXHIBIT 1.1(C)	-QUALIFYING LENDER CONFIRMATIONS
	EXHIBIT 1.1(G)(1)	-GUARANTOR JOINDER
	EXHIBIT 1.1(G)(2)	-GUARANTY AGREEMENT
	EXHIBIT 1.1(R)	-REVOLVING CREDIT NOTE
	EXHIBIT 1.1(S)	-SWING LOAN NOTE
	EXHIBIT 1.1(T)	-TERM LOAN NOTE
	EXHIBIT 1.6	-SECURITY PRINCIPLES
	EXHIBIT 2.4	-LOAN REQUEST
	EXHIBIT 4.7.7	-U.S. TAX COMPLIANCE CERTIFICATES (A-D)
	EXHIBIT 7.2.6	-ACQUISITION COMPLIANCE CERTIFICATE
	EXHIBIT 7.3.3	-QUARTERLY COMPLIANCE CERTIFICATE


 


 


 






    	 	 (ix)	 



     


    

 


FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT


THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
is dated as of September 2, 2021, and is made by and among GLATFELTER CORPORATION, a Pennsylvania corporation (the “Company”)
AND CERTAIN OF ITS SUBSIDIARIES IDENTIFIED ON THE SIGNATURE PAGES TO THE FOURTH RESTATEMENT AGREEMENT (as hereafter defined) as “Borrowers”
(each a “Borrower” and collectively, the “Borrowers”), each of the GUARANTORS (as hereinafter defined),
the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this
Agreement (hereinafter referred to in such capacity as the “Administrative Agent”), and, for the limited purpose of
public identification in trade tables, HSBC SECURITIES (USA) INC., PNC CAPITAL MARKETS LLC and JPMORGAN CHASE BANK, N.A., as joint lead
arrangers, HSBC BANK USA, N.A. and JPMORGAN CHASE BANK, N.A., as co-syndication agents, and COBANK, ACB, CITIZENS BANK N.A. and MUFG BANK,
LTD. as co-documentation agents.


WITNESSETH:


WHEREAS, the Company and certain of its Subsidiaries
are party to the Third Amended and Restated Credit Agreement dated as of February 8, 2019, as amended (as in effect immediately prior
to the effectiveness of this Agreement, the “Third Amended and Restated Credit Agreement”), with the Administrative
Agent and the financial institutions party thereto providing for a revolving credit facility in an aggregate principal Dollar Equivalent
amount not to exceed $400,000,000.00 and a term loan facility in an aggregate original principal amount of €220,000,000.00;


WHEREAS, pursuant to the Fourth Restatement
Agreement, dated as of September 2, 2021 (the “Fourth Restatement Agreement”), by and among the Company, the Borrowers,
the Guarantors, the Lenders party thereto, and the Administrative Agent, certain lenders agreed to, among other things, extend the Expiration
Date with respect to the Revolving Credit Commitments as set forth herein; and


WHEREAS, the requisite parties to the Third
Amended and Restated Credit Agreement have agreed to amend and restate the Third Amended and Restated Credit Agreement in the form hereof
on the terms and subject to the conditions set forth in the Fourth Restatement Agreement.


Accordingly, the Third Amended and Restated
Credit Agreement shall be amended and restated on the date on which the conditions specified in Section 2 of the Fourth Restatement Agreement
are satisfied (the “Fourth Restatement Effective Date”) as follows:


1. CERTAIN DEFINITIONS


		1.1	Certain Definitions.



In addition to words and terms defined elsewhere
in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires
otherwise:






    	 	Annex 1 - 1	 



     


    

 


Accounts Receivable Facility Documents
shall mean all documentation entered into by the Company and its Subsidiaries, including, without limitation, the Receivables Entity,
in connection with the sale or other transfer of accounts receivable and other related assets pursuant to a Permitted Accounts Receivable
Program, as such documentation may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms
hereof and thereof.


Additional Indebtedness shall mean unsecured
Indebtedness, the incurrence of which would not render the representation made in Section 5.1.22 untrue, which has a maturity not less
than six (6) months after the then-latest Expiration Date (as determined at the time of the incurrence of such Indebtedness).


Administrative Agent shall mean PNC Bank,
National Association, and its successors and assigns, in its capacity as administrative agent hereunder.


Administrative Agent’s Fee shall
have the meaning assigned to that term in Section 9.11.


Administrative Agent’s Letter shall
have the meaning assigned to that term in Section 9.11.


Affiliate as to any Person shall mean
any other Person which, directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of
this definition, “control” (including, with correlative meanings, the term “controlled by” and “under common
control with”) shall mean the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary
voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of
such Person whether through the ownership of voting securities or by contract or otherwise, including the power to elect a majority of
the directors of a corporation.


Agreement shall mean this Fourth Amended
and Restated Credit Agreement, as the same may be extended, renewed, amended, supplemented or restated from time to time, including all
schedules and exhibits.


Anti-Terrorism Laws shall mean any applicable
Laws relating to terrorism financing, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery (including,
without limitation, the United Kingdom Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 and Canadian Anti-Money Laundering
& Anti-Terrorism Laws), the Prevention of Money Laundering Act (Chapter 373 of the Laws of Malta) and any other regulations issued
thereunder including the Prevention of Money Laundering and Funding of Terrorism Regulations (subsidiary legislation 373.01 of the Laws
of Malta) and any regulation, order, or directive promulgated, issued or enforced by any Official Body having jurisdiction over the Borrower
or any other Covered Entity or to which the Borrower or any other Covered Entity is subject, including, without limitation, any published
economic or financial sanctions or trade embargoes administered, implemented or enforced by the US Department of the Treasury’s
Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, any European Union
member state, Her Majesty’s Treasury, the Hong Kong Monetary Authority, the Sanctions Monitoring Board (Malta) or other relevant
applicable sanctions authority, all as amended, supplemented or replaced from time to time.






    	 	 2	 



     


    

 


Applicable Commitment Fee Rate shall
mean the percentage rate per annum at the indicated level of Debt Rating or Leverage Ratio, as applicable, in the pricing grid on Schedule
1.1(A) under the heading “Commitment Fee.” The Applicable Commitment Fee Rate shall be computed in accordance with the
parameters set forth on Schedule 1.1(A).


Applicable Margin shall mean the percentage
spread to be added to (i) the Euro-Rate under the Euro-Rate Option, the EURIBOR Rate under the EURIBOR Rate Option, or to the Base
Rate under the Base Rate Option with respect to Revolving Credit Loans and (ii) to the EURIBOR Rate under the EURIBOR Rate Option
(or the Foreign Base Rate, if applicable) with respect to the Term Loans at the indicated level of Debt Rating or Leverage Ratio, as applicable,
in the pricing grid on Schedule 1.1(A) under the heading “Euro-Rate Spread”, “EURIBOR Rate Spread”, “Base
Rate Spread” or “Term Loan Spread.” The Applicable Margin shall be computed in accordance with the parameters set forth
on Schedule 1.1(A).


Approved Fund shall mean, with respect
to any Lender, any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business and is administered, advised or managed by (a) such Lender,
(b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.


Assignment and Assumption Agreement shall
mean an Assignment and Assumption Agreement by and among a Purchasing Lender, a Transferor Lender and the Administrative Agent, as Administrative
Agent and on behalf of the remaining Lenders, substantially in the form of Exhibit 1.1(A).


Authorized Officer shall mean those individuals,
designated by written notice to the Administrative Agent from the Company, on behalf of all the Loan Parties, authorized to execute notices,
reports and other documents on behalf of the Loan Parties required hereunder. The Company, on behalf of all the Loan Parties, may amend
such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent.


Availability shall have the meaning assigned
to that term in Section 7.2.7(v).


Available Tenor shall mean, as of any
date of determination and with respect to the then-current Benchmark for any Currency, as applicable, (x) if the then current Benchmark
for such currency is a term rate or is based on a term rate, any tenor for such Benchmark that is or may be used for determining the length
of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of “Interest Period” pursuant to Section 3.4.4, or (y) if the then current Benchmark
for such currency is not a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark
pursuant to this Agreement as of such date.






    	 	 3	 



     


    

 


Bail-In Action shall mean 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 shall mean, 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.


Base Rate shall mean, for any day, a
fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the
Prime Rate, and (iii) the Daily Euro-Rate, plus 100 basis points (1.0%). Any change in the Base Rate (or any component thereof)
shall take effect at the opening of business on the day such change occurs.


Base Rate Option shall mean the option
of the Borrowers to have Revolving Credit Loans which are denominated in Dollars bear interest at the rate and under the terms and conditions
set forth in Section 3.1.1(i).


Benchmark shall mean, initially, with
respect to any Euro-Rate Loan or EURIBOR Loan in any Currency, the applicable Euro-Rate or EURIBOR; provided that if a Benchmark Transition
Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark
Replacement Date have occurred with respect to such applicable Euro-Rate, EURIBOR Rate or the then-current Benchmark for such currency,
then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such
prior benchmark rate pursuant to Section 3.4.4.


Benchmark Replacement shall mean, for
any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable
Benchmark Replacement Date; provided that, for any Loan denominated in an Optional Currency or in the case of an Other Benchmark
Rate Election, “Benchmark Replacement” shall mean the alternative set forth in clause (3) below:


		(1)	for any Loan denominated in Dollars, the sum of: (A) Term SOFR and (B) the related Benchmark Replacement Adjustment;



		(2)	for any Loan denominated in Dollars, the sum of: (A) Daily Simple SOFR and (B) the related Benchmark Replacement Adjustment; or



		(3)	the sum of: (A) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrowers as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body, (ii) any evolving or then-prevailing
market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated
in the applicable Currency at such time and (iii) whether the alternate benchmark rate will give rise to a deemed exchange under Section
1001 of the Internal Revenue Code of 1986, as amended, the Treasury regulations thereunder and applicable IRS guidance and (B) the related
Benchmark Replacement Adjustment.







    	 	 4	 



     


    

 


provided that, in the case of clause
(1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to
time as selected by the Administrative Agent in its reasonable discretion; provided further that, in the case of clause (3), when such
clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark Rate Election, the alternate
benchmark rate selected by the Administrative Agent and the Borrower shall be the term benchmark rate that is used in lieu of a LIBOR-based
rate in the relevant other Dollar-denominated syndicated credit facilities; provided, further, that, with respect to a Term SOFR
Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement” shall revert to and shall be determined
as set forth in clause (1) of this definition. If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would
be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan
Documents.


Benchmark Replacement Adjustment shall
mean, with respect to any replacement of the then-current Benchmark for any Currency with an Unadjusted Benchmark Replacement for such
Currency and any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement:


		(1)	for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the applicable amount(s) set forth below:



	Available Tenor	Benchmark Replacement Adjustment

                                                                                for Euro-Rate Loans denominated in Dollars*

	One-Week	0.03839% (3.839 basis points)
	One-Month	0.11448% (11.448 basis points)
	Two-Months	0.18456% (18.456 basis points)
	Three-Months	0.26161% (26.161 basis points)
	Six-Months	0.42826% (42.826 basis points)
	*
These values represent the ARRC/ISDA recommended spread adjustment values available here: https://assets.bbhub.io/professional/sites/10/IBOR-Fallbacks-LIBOR-Cessation_Announcement_20210305.pdf.



 


(2) for purposes of clause (3) of the definition
of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers for the applicable Corresponding
Tenor and Currency giving due consideration to (i)






    	 	 5	 



     


    

 


any selection or recommendation of a spread adjustment, or method for calculating or
determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the
Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for
determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Currency;


 


provided that, if the then-current Benchmark
is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable
Unadjusted Benchmark Replacement will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of “Benchmark
Replacement Adjustment” shall be deemed to be the Available Tenor that has approximately the same length (disregarding business
day adjustments) as the payment period for interest calculated with reference to such Unadjusted Benchmark Replacement.


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


Benchmark Replacement Date shall mean,
with respect to any Benchmark for any Currency, the earliest to occur of the following events with respect to the then-current Benchmark
for such Currency:


(1) in the case of clause (1) or (2) of the
definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information
referenced therein and (b) the date on which the administrator of such Benchmark for such Currency (or the published component used in
the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);


(2) in the case of clause (3) of the definition
of “Benchmark Transition Event,” the date determined by the Administrative Agent, which date shall promptly follow the date
of the public statement or publication of information referenced therein;






    	 	 6	 



     


    




(3) in the case of a Term SOFR Transition Event,
the date that is set forth in the Term SOFR Notice provided to the Lenders and the Borrowers pursuant to Section 3.4.4, which date shall
be at least 30 days from the date of the Term SOFR Notice; or


(4) in the case of an Early Opt-in Election
or an Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark
Rate Election, as applicable, is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (Pittsburgh
time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable,
is provided to the Lenders, written notice of objection to such Early Opt-in Election or Other Benchmark Rate Election, as applicable,
from Lenders comprising the Required Lenders.


For the avoidance of doubt, (i) if the event
giving rise to the Benchmark Replacement Date for any Currency occurs on the same day as, but earlier than, the Reference Time in respect
of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such Currency for
such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or
(2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current
Available Tenors of such Benchmark (or the published component used in the calculation thereof).


Benchmark Transition Event shall mean,
with respect to any Benchmark for any Currency, the occurrence of one or more of the following events with respect to the then-current
Benchmark for such Currency:


(1) a public statement or publication of information
by or on behalf of the administrator of such Benchmark for such Currency (or the published component used in the calculation thereof)
announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark for such Currency (or such
component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide any Available Tenor of such Benchmark for such Currency (or such component thereof);


(2) a public statement or publication of information
by an Official Body having jurisdiction over the Administrative Agent, the regulatory supervisor for the administrator of such Benchmark
for such Currency (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of
New York, an insolvency official with jurisdiction over the administrator for such Benchmark for such Currency (or such component), a
resolution authority with jurisdiction over the administrator for such Benchmark for such Currency (or such component) or a court or an
entity with similar insolvency or resolution authority over the administrator for such Benchmark for such Currency (or such component),
which states that the administrator of such Benchmark for such Currency (or such component) has ceased or will cease to provide all Available
Tenors of such Benchmark for such Currency (or such component thereof) permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark for
such Currency (or such component thereof); or






    	 	 7	 



     


    

 


(3) a public statement or publication of information
by the regulatory supervisor for the administrator of such Benchmark for such Currency (or the published component used in the calculation
thereof) or an Official Body having jurisdiction over the Administrative Agent announcing that all Available Tenors of such Benchmark
for such Currency (or such component thereof) are no longer representative.


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


Benchmark Unavailability Period shall
mean, with respect to any Benchmark and with respect to any Currency, the period (if any) (x) beginning at the time that a Benchmark Replacement
Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement for such Currency has replaced
the then-current Benchmark for such Currency for all purposes hereunder and under any Loan Document in accordance with Section 3.4.4 and
(y) ending at the time that a Benchmark Replacement for such Currency has replaced the then-current Benchmark for all purposes hereunder
and under any Loan Document in accordance with Section 3.4.4.


Beneficial Owner shall mean each of the
following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of a Foreign Loan Party’s equity ownership
interests; and (b) a single individual with significant responsibility to control, manage, or direct a Foreign Loan Party.


Beneficial Ownership Regulation shall
mean 31 C.F.R. § 1010.230.


Benefit Arrangement shall mean at any
time an “employee benefit plan,” within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a Multiemployer
Plan and which is maintained, sponsored or otherwise contributed to by any member of the ERISA Group.


Benefit Plan shall mean any of (a) an
“employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined
in and subject to Section 4975 of the Internal Revenue 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 Internal Revenue Code) the assets of any such “employee
benefit plan” or “plan”.


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


Borrower or Borrowers shall have
the meaning given to such terms in the introductory paragraph hereto and shall include any Person required to join this Agreement pursuant
to Section 7.2.9 or which elects to join this agreement as a Borrower and, in each case, executes a Borrower Joinder.


Borrower Agent shall have the meaning
assigned to this term in Section 4.13.






    	 	 8	 



     


    

 


Borrower Joinder shall mean a joinder
by a Person as a Borrower under this Agreement and the other Loan Documents in substantially the form of Exhibit 1.1(B).


Borrowing Date shall mean, with respect
to any Loan, the date for the making thereof, which shall be a Business Day.


Borrowing Tranche shall mean specified
portions of Loans outstanding as follows: (i) any Revolving Credit Loans to which a Euro-Rate Option applies which become subject
to the same Interest Rate Option under the same Loan Request by the Borrowers and which have the same Interest Period and which are denominated
either in Dollars or in the same Optional Currency shall constitute one Borrowing Tranche, (ii) any Revolving Credit Loans to which
a EURIBOR Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by the Borrowers and which
have the same Interest Period shall constitute one Borrowing Tranche, (iii) all Revolving Credit Loans to which a Base Rate Option
applies shall constitute one Borrowing Tranche and (iv) any Term Loans under the same Loan Request by the Borrowers and which have
the same Interest Period shall constitute one Borrowing Tranche.


British Pound Sterling shall mean the
lawful currency of the United Kingdom.


Business Day shall mean any day other
than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh,
Pennsylvania and (i) if the applicable Business Day relates to any Revolving Credit Loan (other than a SONIA Daily Rate Loan) to
which the Euro-Rate Option or the EURIBOR Rate Option applies or to any Term Loan, such day must also be a day on which dealings are carried
on in the Relevant Interbank Market, (ii) if the applicable Business Day relates to any SONIA Daily Rate Loan, such day must also be a
day on which banks are open for business in London, (iii) with respect to advances or payments of Revolving Credit Loans or any other
matters relating to Revolving Credit Loans denominated in an Optional Currency, such day also shall be a day on which dealings in deposits
in the relevant Optional Currency are carried on in the Relevant Interbank Market, and (iv) in relation to any payment or other obligations
of any Foreign Loan Parties, such day must also be a day on which banks in the jurisdiction of such Foreign Loan Party are open for business.


Canadian Anti-Money Laundering & Anti-Terrorism
Laws shall mean the Criminal Code, R.S.C. 1985, c. C 46, The Proceeds of Crime (Money Laundering) and Terrorist Financing
Act, S.C. 2000, c. 17, the United Nations Act, R.S.C. 1985, c. U-2, the Corruption of Foreign Public Officials Act,
S.C. 1998, c. 34 or any similar Canadian legislation, together with all rules, regulations and interpretations thereunder or related thereto.


Canadian Borrower shall mean each Borrower
incorporated or otherwise organized under the Laws of Canada or any province or territory thereof.


Canadian Dollar shall mean the lawful
currency of Canada.


Cash Management Agreements shall have
the meaning assigned to that term in Section 2.5.6.


CDOR Rate shall have the meaning assigned
to such term in the definition of Euro-Rate.






    	 	 9	 



     


    

 


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


Certificate of Beneficial Ownership shall
mean a certificate regarding beneficial ownership required by the Beneficial Ownership Regulation with respect to the Beneficial Owners
of the Foreign Loan Parties which shall be in form and substance acceptable to the Administrative Agent (as amended or modified by Administrative
Agent from time to time in its sole discretion).


CFTC shall mean the Commodity Futures
Trading Commission.


Change in Law shall mean the occurrence,
after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any Law, (ii) any change in
any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (iii) the making
or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Official Body; provided
that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the
force of Law) and (y) all requests, rules, regulations, guidelines, interpretations 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 (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a Change
in Law regardless of the date enacted, adopted, issued, promulgated or implemented.


CIP Regulations shall have the meaning
assigned to that term in Section 9.12.


Class, when used in reference to (a) any
Loan or borrowing of Loans, refers to whether such Loan, or the Loans comprising such borrowing, are Revolving Credit Loans or Term Loans,
(b) any Commitment, refers to whether such Commitment is a Revolving Credit Commitment or a Term Loan Commitment, and (c) any
Lender, refers to whether such Lender has a Loan or Commitment of a particular Class.


Closing Date shall mean February 8,
2019.


Collateral shall have the meaning assigned
to that term in the Security Principles set forth on Exhibit 1.6 hereto.


Collateral Agent shall mean the Person
(if any) appointed as the collateral agent under this Agreement and the other Loan Documents.


Commercial Letter of Credit shall mean
any letter of credit which is a commercial letter of credit issued in respect of the purchase of goods or services by the Company or any
of its Subsidiaries.


Commitment shall mean as to any Lender
the aggregate of its Revolving Credit Commitment and Term Loan Commitment and, in the case of PNC, its Swing Loan Commitment, and Commitments
shall mean the aggregate of the Revolving Credit Commitments, Term Loan Commitments and the Swing Loan Commitment of all of the Lenders.






    	 	 10	 



     


    

 


Commitment Fee shall have the meaning
assigned to that term in Section 2.3.


Company shall have the meaning given
to such term in the introductory paragraph hereto.


Compliance Certificate shall have the
meaning assigned to such term in Section 7.3.3.


Computation Date shall have the meaning
assigned to such term in Section 2.7.1.


Consideration shall mean with respect
to any Permitted Acquisition, the aggregate of (i) any cash paid by any of the Loan Parties to the seller in connection therewith
and (ii) the Indebtedness incurred or assumed by any of the Loan Parties, whether in favor of the seller or otherwise and whether
fixed or contingent, including without limitation any Guaranty given or incurred by any Loan Party in connection therewith.


Consolidated Adjusted EBITDA shall mean,
for any period, Consolidated EBITDA adjusted to include (without duplication) the pro forma effects of acquisitions and divestitures (not
including timberland property sales) made during such period, excluding the EBITDA of divested Persons, but including historical EBITDA
of acquired Persons as if such acquisition or divestiture had been consummated on the first day of such period. Any such adjustment to
Consolidated EBITDA shall be made for four (4) fiscal quarters, starting with the fiscal quarter in which the transaction giving rise
to such adjustment was consummated.


Consolidated EBITDA shall mean, as of
the end of any fiscal quarter: (i) EBITDA of the Company and its Subsidiaries on a consolidated basis for the immediately preceding
four fiscal quarters, plus (without duplication) (ii) the aggregate gain on sale of timberland properties, as determined in accordance
with GAAP, made within the four immediately preceding fiscal quarters, net of any losses on such sales, provided that the amount
of the net gain on sale of timberland properties included in the calculation of Consolidated EBITDA under this clause (ii) may not exceed
10% of the Consolidated EBITDA of the Company and its Subsidiaries for the immediately preceding four fiscal quarters (prior to including
any gains from the sale of timberland properties), plus (without duplication) (iii) the amount of pro forma “run rate” cost
savings, operating expense reductions and synergies (net of actual amounts realized) related to (x) the Company’s acquisition of
the U.S. nonwovens business of Georgia-Pacific LLC pursuant to that certain Share Purchase Agreement, dated as of January 5, 2021, by
and between the Company and GPPC Equity Holdings LLC, (y) the Project Jupiter Transactions and/or (z) any other investments or acquisitions
permitted under this Agreement, in each case that are reasonably identifiable, factually supportable and projected by the Company in good
faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken,
in the good faith determination of the Company, within 24 months after the closing date of the applicable acquisition or investment giving
rise to such savings, reductions and synergies (provided that the aggregate amount added pursuant to this clause (iii) shall not exceed
20% of the Consolidated EBITDA of the Company and its Subsidiaries (calculated prior to giving effect to any such amount added pursuant
to this clause (iii)) for the immediately preceding four fiscal quarters, provided, further, that Consolidated EBITDA shall
exclude






    	 	 11	 



     


    

 


(a) non-recurring third party transaction costs relating to an actual or proposed acquisition, divestiture or other investment,
regardless of whether consummated, such as (x) legal expenses, third party due diligence costs, transaction advisory services, hedging
costs and financing fees and (y) project management and integration costs incurred within one year of consummation of the transactions
giving rise to such non-recurring costs; (b) non-recurring third party transaction costs relating to the closing of this Agreement,
any other borrowing or incurrence of Indebtedness (or commitments in respect thereof) and repayment or early redemption of Indebtedness
such as (x) legal expenses, and (y) fees or other charges pursuant to the prepayment or redemption of Indebtedness; (c) to
the extent deducted in calculating net income, non-cash charges and expenses (including, for the avoidance of doubt, non-cash stock compensation
expense); (d) to the extent deducted in calculating net income, extraordinary, unusual or non-recurring charges, costs or expenses
in connection with any restructuring (whether or not classified as such under GAAP) or project start up (including, in each case, as a
result of or in connection with any Permitted Acquisition); and (e) to the extent included in calculating net income, extraordinary,
unusual or non-recurring non-cash gains.


Consolidated Total Assets shall mean,
at any time, the total consolidated assets of the Company and its Subsidiaries measured as of the last day of the fiscal year ending on
or prior to the date of determination, as determined in accordance with GAAP.


Consolidated Total Debt shall mean all
long and short term Indebtedness of the Company and its Subsidiaries.


Consolidated Total Net Debt shall mean
Consolidated Total Debt less unrestricted cash and cash equivalents of the Company and its Subsidiaries.


Contamination shall mean the presence
or release or threat of release of Regulated Substances in, on, under or emanating to or from the Property, which pursuant to Environmental
Laws requires notification or reporting to an Official Body, or which pursuant to Environmental Laws requires the investigation, cleanup,
removal, remediation, containment, abatement of or other response action or which otherwise constitutes a violation of Environmental Laws.


Corresponding Tenor shall mean with respect
to any Available Tenor, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same
length (disregarding business day adjustment) as such Available Tenor.


Covered Entity shall mean (a) the
Company and each of its Subsidiaries and (b) each Person that, directly or indirectly, is in control of a Person described in clause
(a) above. For purposes of this definition, control of a Person shall mean the direct or indirect power to direct or cause the direction
of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.


Covered Party shall have the meaning
set forth in Section 10.23.


CTA shall mean the United Kingdom Corporation
Tax Act 2009.


Currency shall mean Dollars and each
Optional Currency.






    	 	 12	 



     


    

 


Daily Euro-Rate shall mean, for any day,
the rate per annum determined by the Administrative Agent as the Published Rate, as adjusted for any additional costs pursuant to Section
4.6.5. Notwithstanding the foregoing, if the Daily Euro-Rate as determined above would be less than zero (0.00), such rate shall be deemed
to be zero (0.00) for purposes of this Agreement.


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


Debt Rating shall mean the corporate
credit rating of Standard & Poor’s and the corporate family rating of Moody’s, in each case, of the Company.


Defaulting Lender shall mean any Lender
that (i) has failed, within two (2) Business Days of the date required to be funded or paid, to (a) fund any portion of its
Loans, (b) fund any portion of its participations in Letters of Credit or Swing Loans or (c) pay over to the Administrative
Agent, the Issuing Lender, PNC (as the Swing Loan Lender) or any Lender any other amount required to be paid by it hereunder, unless,
in the case of clause (a) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s
good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any)
has not been satisfied, (ii) has notified the Borrowers or the Administrative Agent in writing, or has made a public statement to
the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing
or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically
identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under
other agreements in which it commits to extend credit, (iii) has failed, within three (3) Business Days after request by the Administrative
Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with
its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters
of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (iii) upon the Administrative Agent’s receipt of such certification in form and substance satisfactory to the Administrative
Agent, (iv) has become or its parent entity has become the subject of a Bankruptcy Event or a Bail-In Action or (v) has failed
at any time to comply with the provisions of Section 9.9 with respect to purchasing participations from the other Lenders, whereby such
Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its Ratable Share of such payments due and
payable to all of the Lenders.


As used in this definition and in Section 2.13,
the term “Bankruptcy Event” means, with respect to any Person, such Person or such Person’s direct or indirect parent
company becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian,
assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it,
or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any such proceeding or appointment,






    	 	 13	 



     


    

 


provided that a Bankruptcy Event shall not result solely by
virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect
parent company by an Official Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such
Person with immunity from the jurisdiction of courts within the United States (or any other applicable jurisdiction) or from the enforcement
of judgments or writs of attachment on its assets or permit such Person (or such Official Body or instrumentality) to reject, repudiate,
disavow or disaffirm any contracts or agreements made by such Person.


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


Designated Credit Parties shall mean
the Company and those Subsidiaries that are from time to time party to the Accounts Receivable Facility Documents.


Dollar, Dollars, U.S. Dollars and the
symbol $ shall mean lawful money of the United States of America.


Dollar Equivalent shall mean, with respect
to any amount of any currency, as of any Computation Date, the Equivalent Amount of such currency expressed in Dollars.


Dollar Equivalent Revolving Facility Usage
shall mean, at any time, the sum of the Dollar Equivalent of the principal amount of Revolving Credit Loans then outstanding and the principal
amount of Swing Loans then outstanding and the Dollar Equivalent amount of Letter of Credit Obligations.


Drawing Date shall have the meaning assigned
to that term in Section 2.9.3.2.


Early Opt-in Election shall mean, if
the then-current Benchmark is the Euro-Rate, the occurrence of:


(1) a notification by the Administrative Agent
to (or the request by the Company to the Administrative Agent to notify) each of the other parties hereto that (x) with respect to Loans
denominated in Dollars, at least five currently outstanding Dollar-denominated syndicated credit facilities at such time contain (as a
result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a
benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review) or (y) with
respect to Loans denominated in an Optional Currency, U.S. credit facilities providing for loans in such Optional Currency, being executed
at such time, or that include language similar to that contained in Section with respect to such Optional Currency, are being executed
or amended, as applicable, to incorporate or adopt a new Benchmark to replace the Euro-Rate for loans in such Optional Currency; and


(2) the joint election by the Administrative
Agent and the Company to trigger a fallback from the Euro-Rate and the provision by the Administrative Agent of written notice of such
election to the Lenders.






    	 	 14	 



     


    

 


EBITDA shall mean, for any period and
any Person, net income (excluding gains and losses on sales of assets (with the exception of sales of timberland property noted in the
definition of Consolidated EBITDA) and non-cash pension income and non-cash pension expenses) plus income tax expense, interest expense,
depreciation, amortization expense and any Permitted EBITDA Add Backs (if Consolidated EBITDA is being computed for the Company) of such
Person.


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


EEA Member Country shall mean any of
the member states of the European Union, Iceland, Liechtenstein, and Norway.


EEA Resolution Authority shall mean 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.


Effective Date shall mean the date indicated
in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the
date of execution of such document or agreement.


Eligibility Date shall mean, with respect
to each Loan Party and each Swap, the date on which this Agreement or any other Loan Document becomes effective with respect to such Swap
(for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any other Loan Document
is then in effect with respect to such Loan Party, and otherwise it shall be the Effective Date of this Agreement and/or such other Loan
Document(s) to which such Loan Party is a party).


Eligible Contract Participant shall mean
an “eligible contract participant” as defined in the CEA and regulations thereunder.


English Borrower shall mean any Borrower
organized under the Laws of England and Wales.


English Borrower DTTP Filing shall mean
an HM Revenue & Customs’ Form DTTP2 duly completed and filed by an English Borrower, where an English Treaty Lender has provided
its scheme reference number and jurisdiction of tax residence stated in the relevant notification provided under Section 4.7.7(iv)(b)
and (a) where the English Borrower is a Borrower as at the date such English Treaty Lender becomes a Lender, is filed with HM Revenue
& Customs within 30 days of that date or (b) where the English Borrower is not a Borrower as at the date such English Treaty
Lender becomes a Lender, is filed with HM Revenue & Customs within 30 days of the date on which that English Borrower becomes a Borrower.






    	 	 15	 



     


    

 


English Qualifying Lender shall mean
a Lender which makes a Loan to an English Borrower and that is (i) a Lender which is beneficially entitled to interest payable to
that Lender in respect of an advance under a Loan Document and is (A) a Lender (1) which is a bank (as defined for the purpose
of section 879 of the ITA) making an advance under a Loan Document and is within the charge to United Kingdom corporation tax as respects
any payments of interest made in respect of that advance or would be within such charge as respects such payment apart from section 18A
of the CTA; or (2) in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of
section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any
payments of interest made in respect of that advance; or (B) an English Treaty Lender; or (ii) a Lender which is a building
society (as defined for the purposes of section 880 of the ITA) making an advance under a Loan Document.


English Treaty Lender shall mean a Lender
which (i) is treated as a resident of an English Treaty State for the purposes of the English Treaty; (ii) does not carry on
a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively
connected; and (iii) fulfils any other conditions applicable to that Lender which must be fulfilled under the English Treaty in order
to obtain exemption from Tax on interest of the type paid under the Loan Documents imposed in the United Kingdom, subject to the completion
of any necessary procedural formalities.


English Treaty State shall mean a jurisdiction
having a double taxation agreement (an English Treaty) with the United Kingdom which makes provision for full exemption from tax
imposed by the United Kingdom on interest.


Environmental Complaint shall mean any
written complaint by any Person or Official Body setting forth a cause of action for personal injury or property damage, natural resource
damage, contribution or indemnity for response costs, civil or administrative penalties, criminal fines or penalties, or declaratory or
equitable relief arising under any Environmental Laws or any order, notice of violation, citation, subpoena, request for information or
other written notice or demand of any type issued by an Official Body pursuant to any Environmental Laws.


Environmental Laws shall mean all applicable
federal, state, local, tribal, territorial and foreign Laws (including common law), constitutions, statutes, treaties, regulations, rules,
ordinances, and codes and any legally binding consent decrees, settlement agreements, judgments, orders, directives, policies or programs
issued by or entered into with an Official Body pertaining or relating to: (i) pollution or pollution control; (ii) protection
of human health from exposure to Regulated Substances; (iii) protection of the environment and/or natural resources; (iv) employee
safety in the workplace as related to exposure to Regulated Substances; (v) the presence, use, management, generation, manufacture,
processing, extraction, treatment, recycling, refining, reclamation, labeling, packaging, sale, transport, storage, collection, distribution,
disposal or release or threat of release of Regulated Substances; (vi) the presence of Contamination; (vii) the protection of
endangered or threatened species; and (viii) the protection of Environmentally Sensitive Areas.


Environmentally Sensitive Area shall
mean (i) any wetland as defined by applicable Laws; (ii) any area designated as a coastal zone pursuant to applicable Laws;
(iii) any area of historic or archeological significance or scenic area as defined or designated by applicable Laws; (iv) habitats
of endangered species or threatened species as designated by applicable Laws; or (v) a floodplain or other flood hazard area as defined
pursuant to any applicable Laws.






    	 	 16	 



     


    

 


Equivalent Amount shall mean, at any
time, as determined by Administrative Agent (which determination shall be conclusive absent manifest error), with respect to an amount
of any currency (the “Reference Currency”) which is to be computed as an equivalent amount of another currency (the
“Equivalent Currency”), the amount of such Equivalent Currency converted from such Reference Currency at Administrative
Agent’s rate (based on the market rates then prevailing and available to Administrative Agent) for such Equivalent Currency for
such Reference Currency at a time determined by Administrative Agent on the second Business Day immediately preceding the event for which
such calculation is made.


Equivalent Currency shall have the meaning
assigned to such term in the definition of Equivalent Amount.


ERISA shall mean the Employee Retirement
Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import,
and the rules and regulations thereunder, as from time to time in effect.


ERISA Event shall mean (a) with
respect to a Plan, a Reportable Event under Section 4043 of ERISA as to which event (after taking into account notice waivers provided
for in the regulations) there is a duty to give notice to the PBGC; (b) a withdrawal by a Loan Party or any member of the ERISA Group
from a 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; (c) a complete or partial
withdrawal by a Loan Party or any member of the ERISA Group from a Multiemployer Plan, or occurrence of an event described in Section
4041A(a) of ERISA that results in the termination of a Multiemployer Plan; (d) the filing of a notice of intent to terminate a Plan,
the treatment of a Plan amendment as a termination under Section 4041(e) of ERISA, or the commencement of proceedings by the PBGC to terminate
a Plan; (e) the institution of termination proceedings under Section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due
but not delinquent under Section 4007 of ERISA, upon a Loan Party or any member of the ERISA Group; (g) any application for an approval
of a Loan Party or any member of the ERISA Group for a waiver of the minimum funding standards of Sections 412, 430, 432 or 436 of the
Internal Revenue Code or Sections 302, 303, 304 or 305 of ERISA, (h) any receipt of certification by the responsible actuary that
any Plan is considered an at-risk plan or in endangered or critical status within the meaning of Section 430 of the Internal Revenue Code
or Section 303 of ERISA or that any Multiemployer Plan is considered in endangered or critical status within the meaning of Section 432
of the Internal Revenue Code or Section 305 of ERISA, or (i) that any Plan’s adjusted funding target attainment percentage
(as defined in Section 436 of the Internal Revenue Code) is less than 60 percent.


ERISA Group shall mean, at any time,
the Loan Parties and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under
common control and all other entities which, together with the Loan Parties, are treated as a single employer under Sections 414(b) and
(c) of the Internal Revenue Code.






    	 	 17	 



     


    

 


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


EURIBOR Rate shall mean, with respect
to each Loan denominated in Euros and comprising any Borrowing Tranche to which the EURIBOR Rate Option applies for any Interest Period,
(x) the rate per annum equal to the rate determined by reference to the Reuters Monitor Money Rates Service (with respect to the
Euro, the page designated as “EURIBOR01” (or such other commercially available source providing quotations of the European
interbank deposit market for deposits in Euros as may be designated by the Administrative Agent from time to time) with a term equivalent
to such Interest Period, determined as of approximately 12:00 p.m., Brussels time, two (2) TARGET Days prior to the commencement of such
Interest Period, and (y) if the rate referenced in the preceding clause (x) is not available, the applicable local screen rate at
approximately 11:00 a.m., local time, two (2) TARGET Days prior to the commencement of such Interest Period for deposits in Euros and
for a period equal in length to such Interest Period; provided, that if neither of the rates referenced in the proceeding clauses (x)
or (y) are available at the applicable time for the applicable Interest Period, then the EURIBOR Rate for Euros and Interest Period shall
be a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest
error).


The Administrative Agent shall give prompt notice
to the Borrowers of the EURIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent
manifest error. With respect to any Loans available at a EURIBOR Rate, if at any time, for any reason, the source(s) for the EURIBOR Rate
described above for the applicable currency or currencies is no longer available, then the Administrative Agent in its reasonable discretion
may determine a comparable replacement rate at such time (which determination shall be conclusive absent manifest error).


Notwithstanding the foregoing, if the EURIBOR
Rate as determined under any method above would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of
this Agreement.


EURIBOR Rate Option shall mean the option
of the Borrowers to have Loans bear interest at the rate and under the terms and conditions set forth in Section 3.1.1(iii) or Section
3.1.2, as applicable.


Euro shall refer to the lawful currency
of the Participating Member States.


Euro-Rate shall mean the following:


(a) with respect to the U.S. Dollar Loans comprising
any Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative
Agent as the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S.
Dollar deposits are offered by leading banks in the London interbank deposit market), rounded upwards, if necessary, to the nearest 1/100th
of 1% per annum (with .005% being rounded up), or the rate which is quoted by another source selected by the Administrative Agent in its
reasonable discretion as an authorized information vendor for the purpose of displaying rates at which U.S. Dollar deposits are offered
by leading banks in the London interbank deposit market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement
of such Interest Period as the Relevant Interbank Market offered rate for U.S. Dollars for an amount comparable to such Borrowing Tranche
and having a borrowing date and a maturity comparable to such Interest Period;






    	 	 18	 



     


    

 


(b) with respect to Optional Currency Loans
denominated in British Pounds Sterling comprising any Borrowing Tranche for any Interest Period, the SONIA Daily Rate; and


(c) with respect to Optional Currency Loans
denominated in Canadian Dollars comprising any Borrowing Tranche, the interest rate per annum (the “CDOR Rate”) as
determined by the Administrative Agent, equal to the arithmetic average rate applicable to Canadian Dollar bankers’ acceptances
(C$BAs) for the applicable Interest Period appearing on the Bloomberg page BTMM CA, rounded to the nearest 1/100th of 1% (with .005% being
rounded up) per annum, at approximately 11:00 a.m. Eastern Time, two Business Days prior to the commencement of such Interest Period,
or if such day is not a Business Day, then on the immediately preceding Business Day, provided that if such rate does not appear on the
Bloomberg page BTMM CA on such day the CDOR Rate on such day shall be the rate for such period applicable to Canadian Dollar bankers’
acceptances quoted by a bank listed in Schedule I of the Bank Act (Canada), as selected by the Administrative Agent, as of 11:00 a.m.
Eastern Time on such day or, if such day is not a Business Day, then on the immediately preceding Business Day.


The Administrative Agent shall give prompt notice
to the Borrowers of the Euro-Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest
error. With respect to any Loans available at a Euro-Rate, if at any time, for any reason, the source(s) for the Euro-Rate described above
for the applicable currency or currencies is no longer available, then the Administrative Agent in its reasonable discretion may determine
a comparable replacement rate at such time (which determination shall be conclusive absent manifest error), subject, in each case, to
the provisions of Section 3.4.4 hereof.


Notwithstanding the foregoing, if the Euro-Rate
as determined under any method above would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this
Agreement.


Euro-Rate Option shall mean the option
of the Borrowers to have Revolving Credit Loans bear interest at the rate and under the terms and conditions set forth in Section 3.1.1(ii).


Event of Default shall mean any of the
events described in Section 8.1 and referred to therein as an “Event of Default.”


Excluded Hedge Liability or Liabilities
shall mean, with respect to each Loan Party, each of its Swap Obligations if, and only to the extent that, all or any portion of this
Agreement or any other Loan Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation
or order of the CFTC, solely by virtue of such Loan Party’s failure to qualify as an Eligible Contract Participant on the Eligibility
Date for such Swap.






    	 	 19	 



     


    

 


Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or
any other Loan Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement
governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for
which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as
a result of the failure by such Loan Party for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such
Swap, (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security
interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability
for purposes of the guaranty but not for purposes of the grant of the security interest, and (c) if there is more than one Loan Party
executing this Agreement or the other Loan Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or
more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person
shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to
such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.


Executive Order No. 13224 shall mean
the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be,
renewed, extended, amended or replaced.


Existing Letters of Credit shall mean
those letters of credit issued by the Issuing Lender or another Lender and outstanding as of immediately prior to the Fourth Restatement
Effective Date as described on Schedule 1.1(E) attached hereto.


Expiration Date shall mean, (i) with
respect to the Revolving Credit Commitments September 2, 2026, and (ii) with respect to the Term Loans, February 8, 2024.


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


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


Federal Funds Effective Rate for any
day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%,
with .005% being rounded up) announced by the NYFRB (or any successor) on such day as being the weighted average of the rates on overnight
federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve
Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers
to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or
its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal
Funds Effective Rate for the last day on which such rate was announced. Notwithstanding the foregoing, if the Federal Funds Effective
Rate as determined above would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement.






    	 	 20	 



     


    

 


Floor shall mean zero (0.00).


Foreign Base Rate shall mean the rate
of interest per annum reasonably determined by the Administrative Agent to be a broadly accepted replacement or alternative rate comparable
to the EURIBOR Rate to be applicable for short-term loans in Euros (which rate shall adequately reflect the then customary market convention
as reasonably determined by the Administrative Agent) and notified to the Borrowers.


Foreign Base Rate Loans shall mean Term
Loans denominated in Euros the rate of interest applicable to which is based upon the Foreign Base Rate plus the Applicable Margin.


Foreign Borrower shall mean those Borrowers
which are organized under the Laws of a jurisdiction other than the United States (or a political subdivision thereof).


Foreign Lender shall mean (i) if
the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the Borrower is not a U.S. Person, a Lender that is
resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.


Foreign Loan Party shall mean a Loan
Party which is organized under the Laws of a jurisdiction other than the United States (or a political subdivision thereof).


Foreign Non-Loan Party Subsidiary shall
mean a Foreign Subsidiary that is a Non-Loan Party Subsidiary.


Foreign Subsidiary shall mean any Subsidiary
which is organized under the Laws of a jurisdiction other than the United States (or a political subdivision thereof).


Fox River OU2-5 Environmental Charges Event
shall mean the date on which both the following events shall have occurred:


(i) the Loan Parties incur any charge described
in the definition of “Permitted EBITDA Add Backs” related to the Fox River site, Wisconsin, OU2-5 (if the Loan Parties incur
more than one such charge, this clause (i) refers only to the first such charge), and


(ii) the Loan Parties incur Indebtedness to
finance the payment of the charge referred to in clause (i) of this definition (if the Loan Parties incur Indebtedness on more than one
occasion to finance such payment, this clause (ii) refers only to the first such incurrence).






    	 	 21	 



     


    

 


Fox River OU2-5 Related Debt shall mean
the amount of Indebtedness referred to in clause (ii) of the definition of Fox River OU2-5 Environmental Charges Event.


GAAP shall mean generally accepted accounting
principles as are in effect in the United States from time to time, subject to the provisions of Section 1.3, and applied on a consistent
basis both as to classification of items and amounts.


GAAP Objection Notice shall have the
meaning assigned to that term in Section 1.3.


German Borrower shall mean any Borrower
organized under the Laws of Germany.


Guarantor or Guarantors shall
mean each of the parties to this Agreement which is designated as a “Guarantor” on the signature pages to the Fourth Restatement
Agreement and each other Person which joins this Agreement as a Guarantor after the date hereof pursuant to Section 7.1.10 and executes
a Guarantor Joinder.


Guarantor Joinder shall mean a joinder
by a Person as a Guarantor under this Agreement, the Guaranty Agreement and the other Loan Documents in substantially the form of Exhibit
1.1(G)(1).


Guaranty of any Person shall mean any
obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether
directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship
arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection
in the ordinary course of business.


Guaranty Agreement shall mean the Second
Amended and Restated Guaranty and Suretyship Agreement in substantially the form of Exhibit 1.1(G)(2) executed and delivered by
each of the Guarantors to the Administrative Agent for the benefit of the Lenders.


Hedge Liabilities shall have the meaning
assigned to such term in the definition of Lender Provided Hedge.


Historical Statements shall have the
meaning assigned to that term in Section 5.1.8.1.


ICC shall have the meaning assigned to
that term in Section 10.8.


Increasing Lender shall have the meaning
assigned to that term in Section 2.1.1.2.


Incremental Term Loan shall have the
meaning assigned to such term in Section 2.1.1.2.


Indebtedness shall mean, without duplication,
as to any Person at any time in respect of: (i) borrowed money, any and all indebtedness, obligations or liabilities (whether matured
or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person, (ii) amounts
raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) net reimbursement obligations (contingent
or otherwise) under any letter of credit agreement, (iv) net obligations under any currency swap agreement, interest rate swap, cap,
collar or floor agreement or other interest rate management device:






    	 	 22	 



     


    

 


(A) in the case of any such agreement that has been closed out,
in an amount equal to the termination value thereof, and (B) in the case of any such agreement that has not been closed out, in an
amount equal to the mark to market value thereof determined on the basis of readily available quotations provided by any recognized dealer
in such agreements, (v) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional
sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital
requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented
by a promissory note or other evidence of indebtedness and which are not more than sixty (60) days past due), (vi) the outstanding
amount of any Permitted Accounts Receivable Program, or (vii) any Guaranty of Indebtedness referred to in clauses (i) through (v)
above.


Indemnified Taxes shall mean (i) Taxes
imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, and (ii) to
the extent not otherwise described in the preceding clause (i), Other Taxes.


Information shall mean all information
received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential
basis prior to disclosure by the Loan Parties or any of their Subsidiaries.


Insolvency Proceeding shall mean, with
respect to any Person, (i) a case, action or proceeding with respect to such Person (A) before any court or any other Official
Body under any bankruptcy, insolvency, examinership, reorganization or other similar Law now or hereafter in effect, or (B) for the
appointment of a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator, conservator or similar official of any Loan
Party or otherwise relating to the liquidation, dissolution, winding-up , examinership or relief of such Person, or (ii) any general
assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of
such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law.


Interest Coverage Ratio shall have the
meaning specified in Section 7.2.16.


Interest Period shall mean the period
of time selected by the Company, on behalf of all the Borrowers, in connection with (and to apply to) any election permitted hereunder
by the Borrowers to have Loans bear interest under the Euro-Rate Option or the EURIBOR Rate Option, as applicable. Subject to the last
sentence of this definition, such period shall be (A) one, three or six Months if the Borrowers select the Euro-Rate Option or the
EURIBOR Rate Option to apply to any Revolving Credit Loans (not consisting of an Optional Currency) and/or with respect to each Borrowing
Tranche of Term Loans, and (B) one or two Months with respect to any Revolving Credit Loans made in any Optional Currency; provided
that, with respect to SONIA Daily Rate Loans and for any Interest Period, the SONIA Daily Rate shall not be fixed for the term of such
Interest Period, and any change in the SONIA Daily Rate (or any component thereof) shall take effect at the opening of business on the
day such change occurs. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the
Borrowing Date if the Borrowers are requesting new Loans, (ii) the date of renewal of or conversion to the Euro-Rate Option or the
EURIBOR Rate Option, as applicable, if the Borrowers are renewing or converting to the Euro-Rate Option or the EURIBOR Rate Option, as
applicable, applicable to outstanding Revolving Credit Loans or (iii) the date of renewal of the EURIBOR Rate Option applicable to
each Borrowing Tranche of Term Loans.






    	 	 23	 



     


    

 


Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end
on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next
calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrowers shall not
select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date applicable to such
Loans.


Interest Rate, Currency and Commodity Hedge
shall mean (i) an interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreement,
(ii) a foreign exchange transaction, including spot and forward foreign currency purchases and sales, listed or over-the-counter
options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging
arrangements, and any other similar transaction providing for the purchase of one currency in exchange for the sale of another currency,
or (iii) a futures contract, option contract, commodity hedge, synthetic cap or similar arrangement, in each case entered into by
the Loan Parties or their Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrowers, the Guarantors and/or
their Subsidiaries of increasing floating rates of interest applicable to Indebtedness and fluctuations in currency values and commodity
prices, as the case may be.


Interest Rate Option shall mean any Euro-Rate
Option, EURIBOR Rate Option, or Base Rate Option; provided, however, that in no event shall the Euro-Rate Option or the Base Rate Option
apply to Term Loans.


Internal Revenue Code shall mean the
Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import,
and the rules and regulations thereunder, as from time to time in effect.


IRS shall mean the United States Internal
Revenue Service.


ISP98 shall have the meaning specified
in Section 10.8.


Issuing Lender shall mean PNC, in its
individual capacity as issuer of Letters of Credit hereunder.


ITA shall mean the United Kingdom Income
Tax Act 2007.


Labor Contracts shall mean all employment
agreements, employment contracts, collective bargaining agreements and other agreements among any Loan Party or Subsidiary of a Loan Party
and its employees.


Law shall mean any law(s) (including
common law), constitution, statute, treaty, regulation, rule, ordinance, release, ruling, order, executive order, injunction, writ, decree,
bond, judgment, authorization or approval, lien or award or any settlement agreement with any Official Body.






    	 	 24	 



     


    

 


LCA Election shall have the meaning specified
in Section 7.2.6(ii)(e).


Lender Provided Hedge shall mean an Interest
Rate, Currency and Commodity Hedge which is provided by any Lender or its Affiliate and which: (a) is documented in a standard International
Swaps and Derivatives Association Master Agreement, or another reasonable and customary manner, (b) provides for the method of calculating
the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (c) is entered into for
hedging (rather than speculative) purposes. Subject in all respects to Section 10.18 and similar provisions of any Guaranty of the Obligations,
the liabilities owing to the provider of any Lender Provided Hedge (the “Hedge Liabilities”) by any Loan Party and
any Subsidiary of a Loan Party that is party to such Lender Provided Hedge shall, for purposes of this Agreement and all other Loan Documents
be “Obligations” of such Person and of each other Loan Party, be guaranteed obligations under any Guaranty Agreement, and
otherwise treated as Obligations for purposes of the other Loan Documents, except to the extent constituting Excluded Hedge Liabilities
of such Person. The Liens (if any) securing the Hedge Liabilities shall be pari passu with the Liens (if any) securing all other Obligations
under this Agreement and the other Loan Documents, subject to the express provisions of Section 8.2.5.


Lenders shall mean the financial institutions
named on Schedule 1.1(B), their respective successors and assigns as permitted hereunder and each New Lender joining this Agreement
in accordance with the terms of Section 2.1.1.2 hereof (if applicable), each of which is referred to herein as a Lender.


Lending Office shall mean the office
designated as such by a Lender on Schedule 1.1(B).


Letter of Credit shall have the meaning
assigned to that term in Section 2.9.1.1.


Letter of Credit Borrowing shall have
the meaning assigned to such term in Section 2.9.3.4.


Letter of Credit Fee shall have the meaning
assigned to that term in Section 2.9.2.


Letter of Credit Obligations shall mean,
as of any date of determination, the aggregate undrawn Dollar Equivalent amount available to be drawn under all outstanding Letters of
Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate Dollar Equivalent amount
available to be drawn shall currently give effect to any such future increase) plus the aggregate Dollar Equivalent amount of all unpaid
and outstanding Reimbursement Obligations and Letter of Credit Borrowings on such date.


Leverage Ratio shall mean, as of any
date of determination, the ratio of (A) Consolidated Total Net Debt on such date to (B) Consolidated Adjusted EBITDA (i) for
the four fiscal quarters then ending if such date is a fiscal quarter end or (ii) for the four fiscal quarters most recently ended
if such date is not a fiscal quarter end.






    	 	 25	 



     


    

 


Lien shall mean any mortgage, deed of
trust, pledge, lien, security interest, charge, hypothec or other encumbrance or security arrangement of any nature whatsoever, whether
voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement
or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether
or not a lien or other encumbrance is created or exists at the time of the filing).


Limited Condition Acquisition shall mean
any Permitted Acquisition (or similar acquisition or investment) by the Company or any of its Subsidiaries permitted pursuant to the Loan
Documents for which the consummation thereof is not conditioned on the availability of, or on obtaining, third party financing.


Limited Condition Acquisition Agreement
shall mean, with respect to a Limited Condition Acquisition, the definitive acquisition or investment agreement for such Limited Condition
Acquisition.


LLC Interests shall have the meaning
given to such term in Section 5.1.2.


Loan Documents shall mean this Agreement,
the Fourth Restatement Agreement, the Notes, the Administrative Agent’s Letter, the Guaranty Agreement and any other instruments,
certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as
the same may be supplemented or amended from time to time in accordance herewith or therewith, and Loan Document shall mean any
of the Loan Documents.


Loan Parties shall mean the Borrowers
and the Guarantors.


Loan Request shall have the meaning given
to such term in Section 2.4.1.


Loans shall mean, collectively, and Loan
shall mean, separately, all Revolving Credit Loans, the Term Loans and Swing Loans, or any Revolving Credit Loan, Term Loan or Swing Loan.


Luxembourg Borrower shall mean any Borrower
organized under the Laws of Luxembourg.


Maltese Borrower shall mean any Borrower
organized under the Laws of Malta.


Material Acquisition shall mean a Permitted
Acquisition where the Consideration paid for such Permitted Acquisition exceeds $50,000,000.00.


Material Acquisition Period shall have
the meaning assigned to such term in Section 7.2.15(i).


Material Adverse Change shall mean any
set of circumstances or events which (i) is or could reasonably be expected to be material and adverse to the business, properties,
assets, financial condition or results of operations of the Loan Parties taken as a whole, (ii) impairs materially or could reasonably
be expected to impair materially the ability of the Loan Parties, taken as a whole, to duly and punctually pay or perform their Indebtedness,
or (iii) impairs materially the ability of the Administrative Agent or any of the Lenders, to the extent permitted, to enforce their
legal remedies pursuant to this Agreement or any other Loan Document.






    	 	 26	 



     


    

 


Material Event of Default shall mean
any Event of Default described in any of the following Sections: 8.1.1 (provided that a Material Event of Default shall be deemed
to occur upon any failure to pay principal, interest, Term Loan Commitment Fees or Commitment Fees without regard to the grace period
provided for in such Section 8.1.1), 8.1.4 (if such Event of Default arises because of a breach of Section 7.2.15 or 7.2.16), 8.1.5 (if
such Event of Default arises because of a breach of Sections 7.3.1, 7.3.2 or 7.3.3), 8.1.11, 8.1.15, or 8.1.16.


Material Subsidiary shall mean each Subsidiary
of the Company that has assets at the most recently ended fiscal year, or revenues during the most recently ended fiscal year, comprising
5% or more of the consolidated assets of the Company and its Subsidiaries at such time, or of the consolidated revenues of the Company
and its Subsidiaries during such Fiscal Year, as the case may be; provided that pro forma impact of acquisitions, divestitures
and the creation and dissolution of Subsidiaries shall be taken into account, as determined by the Company in its reasonable judgment.
As of the Fourth Restatement Effective Date, each “Material Subsidiary” of the Company is listed on Schedule 1.1(M).


Month, with respect to an Interest Period,
shall mean the interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period.
If any Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such
Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month.


Moody’s shall mean Moody’s
Investors Service, Inc. and its successors.


Multiemployer Plan shall mean any employee
pension benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA and to which the Loan
Parties or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five
plan years, has made or had an obligation to make such contributions.


Multiple Employer Plan shall mean a Plan
which has two or more contributing sponsors (including the Loan Parties or any member of the ERISA Group) at least two of whom are not
under common control, as such a plan is described in Sections 4063 and 4064 of ERISA.


New Lender shall have the meaning assigned
to such term in Section 2.1.1.2.


Non-Consenting Lender shall have the
meaning assigned to that term in Section 10.1.4.


Non-Loan Party Subsidiary shall mean
a Subsidiary of the Company which is not required to be a Guarantor and has not opted to become a Borrower or a Guarantor pursuant to
Section 7.2.9.


Non-Qualifying Party shall mean any Loan
Party that fails for any reason to qualify as an Eligible Contract Participant on the Effective Date of the applicable Swap.






    	 	 27	 



     


    

 


Notes shall mean the Revolving Credit
Notes, the Term Loan Notes and the Swing Loan Note.


Notice of Change in GAAP shall have the
meaning assigned to that term in Section 1.3.


Notices shall have the meaning assigned
to that term in Section 10.6.


NYFRB shall mean the Federal Reserve
Bank of New York.


Obligation shall mean any obligation
or liability of any of the Loan Parties, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent,
now or hereafter existing, or due or to become due, under or in connection with (i) this Agreement, the Notes, the Letters of Credit,
the Administrative Agent’s Letter or any other Loan Document, whether to the Administrative Agent, any of the Lenders or their Affiliates
or other Persons provided for under such Loan Documents, (ii) any Lender Provided Hedge and (iii) any Other Lender-Provided
Financial Service Product, but shall not include liabilities to other Persons under any other Interest Rate, Currency or Commodity Hedge
or any other Excluded Hedge Liabilities.


Other Benchmark Rate Election shall mean,
with respect to any Loan denominated in Dollars, if the then-current Benchmark is the Euro-Rate, the occurrence of: (a) either (x) a request
by the Company to the Administrative Agent, or (y) notice by the Administrative Agent to the Company, that, at the determination of the
Company or the Administrative Agent, as applicable, Dollar-denominated syndicated credit facilities at such time contain (as a result
of amendment or as originally executed), in lieu of a Euro-Rate-based rate, a term benchmark rate as a benchmark rate, and (b) the Administrative
Agent, in its sole discretion, and the Company jointly elect to trigger a fallback from the Euro-Rate and the provision, as applicable,
by the Administrative Agent of written notice of such election to the Company and the Lenders.


Official Body shall mean the government
of the United States of America or any other nation, or of any political subdivision thereof, whether state, local or otherwise, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank) and any group or body charged with setting regulatory capital rules or standards (including
the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the
foregoing).


Optional Currency shall mean (i) the
following lawful currencies: Canadian Dollars, British Pounds Sterling and the Euro, and (ii) any other currency approved by Administrative
Agent and all of the Lenders pursuant to Section 2.7.5. Subject to Section 2.7.4, each Optional Currency must be the lawful currency of
the specified country.


Order shall have the meaning assigned
to such term in Section 2.9.9.


Original Currency shall have the meaning
assigned to such term in Section 4.10.1.


Other Currency shall have the meaning
assigned to such term in Section 4.10.1.






    	 	 28	 



     


    

 


Other Lender-Provided Financial Service Product
shall mean agreements or other arrangements under which any Lender or Affiliate of a Lender provides any of the following products or
services to any of the Loan Parties or their Subsidiaries: (i) credit cards, (ii) credit card processing services, (iii) debit
cards, (iv) purchase cards, (v) ACH transactions, (vi) cash management, including controlled disbursement, accounts or
services, or (vii) foreign currency exchange. Subject in all respects to Section 10.18 and similar provisions of any Guaranty of
the Obligations, the liabilities owing to the provider of any Other Lender-Provided Financial Service Product by any Loan Party and any
Subsidiary of any Loan Party that is a party to such Other Lender-Provided Financial Service Product shall, for purposes of this Agreement
and all other Loan Documents, be “Obligations” of such Person and of each other Loan Party, be guaranteed obligations under
any Guaranty Agreement, and otherwise treated as Obligations for purposes of the other Loan Documents.


Other Taxes shall have the meaning assigned
to such term in Section 4.7.2.


Overnight Bank Funding Rate shall mean,
for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices
of depository institutions, as such composite rate shall be determined by the NYFRB, as set forth on its public website from time to time,
and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic
source (such as Bloomberg) selected by the Administrative Agent for the purpose of displaying such rate); provided, that if such
day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day;
provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined
by the Administrative Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding
Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted
as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrowers.


Overnight Rate shall mean for any day
with respect to any Revolving Credit Loans in an Optional Currency, the rate of interest per annum as determined by the Administrative
Agent at which overnight deposits in such currency, in an amount approximately equal to the amount with respect to which such rate is
being determined, would be offered for such day in the Relevant Interbank Market.


Participant has the meaning specified
in Section 10.11.4.


Participant Register shall have the meaning
specified in Section 10.11.4.


Participating Member State shall mean
any member State of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation
of the European Community relating to Economic and Monetary Union.


Participation Advance shall have the
meaning specified in Section 2.9.3.4.


Partnership Interests shall have the
meaning given to such term in Section 5.1.2.






    	 	 29	 



     


    

 


Payment Date shall mean the first day
of each calendar quarter after the date hereof and on the applicable Expiration Date or upon acceleration of the Loans.


PBGC shall mean the Pension Benefit Guaranty
Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.


Permitted Accounts Receivable Program
shall mean an accounts receivables securitization program pursuant to the Accounts Receivable Facility Documents and provided that
(i) the aggregate principal amount thereof does not exceed $150,000,000.00, (ii) on the effective date of such program and after
giving effect to such program and related transactions to occur on such effective date, there shall exist no Event of Default or Potential
Default, and (iii) the Company shall have delivered to the Administrative Agent a certificate from a Responsible Officer certifying
that the foregoing conditions have been met.


Permitted Acquisitions shall have the
meaning assigned to such term in Section 7.2.6(ii).


Permitted EBITDA Add Back shall mean,
to the extent such charges are deducted in the computation of net income of the Loan Parties in their computation of EBITDA during the
period specified, with appropriate adjustments for the tax effects of such add-backs, charges incurred by the Loan Parties in connection
with environmental response and remediation, the presence of contamination, natural resource damages or reimbursement of the EPA for incurred
costs at the Fox River site, Wisconsin, OU2-5, provided that the total amount of such charges incurred during the term of this
Agreement may not exceed $80,000,000.00.


Permitted Investments shall mean:


(i) direct obligations of the United States
of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America
maturing in twelve (12) months or less from the date of acquisition;


(ii) shares of any money market mutual fund
rated at least AAA by Standard & Poor’s or at least Aaa by Moody’s;


(iii) commercial paper maturing in 180 days
or less rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s on the date of acquisition;


(iv) demand deposits or time deposits maturing
within one year from the date of creation, certificates of deposit and eurodollar time deposits with maturities of one year or less from
the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case,
with any Lender or with any domestic commercial bank whose obligations are rated A-1, A or the equivalent or better by Standard &
Poor’s, or P-1 or the equivalent or better by Moody’s, on the date of acquisition;


(v) repurchase obligations with a term of not
more than thirty (30) days for underlying securities of the types described in clauses (iii) and (iv) above entered into with any financial
institution meeting the qualifications specified in clause (iv) above;






    	 	 30	 



     


    

 


(vi) in the case of any Foreign Borrower, (a) direct
obligations of the sovereign nation (or any agency thereof) in which such Borrower is organized or incorporated and is conducting business
or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), (b) investments of the type
and maturity described in clauses (i) through (v) above of foreign obligors, which investments or obligors (or the parents of such obligors)
have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (c) investments of the type
and maturity described in clauses (i) through (v) above of foreign obligors (or the parents of such obligors), which investments of obligors
(or the parents of such obligors) are not rated as provided in such clauses or in clause (b) above but which are, in the reasonable judgment
of the Company and the Borrowers, comparable in investment quality to such investments and obligors (or the parents of such obligors);


(vii) Interest Rate, Currency and Commodity
Hedges and Other Lender-Provided Financial Service Products otherwise permitted hereunder;


(viii) investments (including debt obligations)
received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of,
and other disputes with, customers and suppliers arising in the ordinary course of business; and


(ix) cash and investments made under Cash Management
Agreements or under cash management agreements with any other Lenders.


Permitted Liens shall mean:


(i) Liens for taxes, assessments, or similar
charges, incurred in the ordinary course of business and which are not yet due and payable;


(ii) Pledges or deposits made in the ordinary
course of business to secure payment of workmen’s compensation, or to participate in any fund in connection with workmen’s
compensation, unemployment insurance, old-age pensions or other social security programs;


(iii) Liens of mechanics, materialmen, warehousemen,
carriers, or other like Liens, securing obligations incurred in the ordinary course of business that are not yet due and payable and Liens
of landlords securing obligations to pay lease payments that are not yet due and payable or in default;


(iv) Good-faith pledges or deposits made in
the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money or as
security for Hedge Liabilities or margining related to Interest Rate, Currency and Commodity Hedges) or leases, not in excess of the aggregate
amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in
the ordinary course of business;


(v) Encumbrances consisting of zoning restrictions,
easements or other restrictions on the use of real property, none of which materially impairs the use of such property or the value thereof,
and none of which is violated in any material respect by existing or proposed structures or land use;






    	 	 31	 



     


    

 


(vi) Liens, security interests and mortgages
in favor of the Administrative Agent, for the benefit of the Lenders and their Affiliates, securing the Obligations including liabilities
under any Lender Provided Hedges and Other Lender-Provided Financial Service Product;


(vii) Liens on property leased by any Loan Party
or Subsidiary of a Loan Party under finance and operating leases permitted in Section 7.2.1 securing obligations of such Loan Party or
Subsidiary to the lessor under such leases;


(viii) Any Lien existing on the Fourth Restatement
Effective Date and described on Schedule 1.1(P), provided that no additional assets become subject to such Lien and the
Indebtedness, if any, secured thereby is permitted under Section 7.2.1;


(ix) Liens on tangible property (or any improvement
thereon) acquired or constructed by the Company or any Subsidiary after the Closing Date to secure Indebtedness of the Company or such
Subsidiary incurred in connection with such improvement, acquisition or construction; provided that:


(1) no such Lien shall extend to or cover any
Property other than the property (or improvement thereon) being acquired or constructed; and


(2) the principal amount of the Indebtedness
secured by any such Lien, together with the aggregate principal amount of all other Indebtedness secured by Liens on such Property, shall
not exceed the lesser of (A) an amount equal to the fair market value of such property so improved, acquired or constructed and (B) the
cost to the Company or such Subsidiary of such property (or improvement thereon) so acquired or constructed.


(x) Purchase Money Security Interests;


(xi) The following, (A) if the validity
or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as levy and execution
thereon have been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is discharged within sixty
(60) days of entry, and in either case they do not materially impair the ability of any Loan Party to perform its Obligations hereunder
or under the other Loan Documents:


(1) Claims or Liens for taxes, assessments or
charges due and payable and subject to interest or penalty, provided that the applicable Loan Party or Subsidiary maintains such
reserves or other appropriate provisions as shall be required by GAAP;


(2) Claims, Liens or encumbrances upon, and
defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to
adjudication of a dispute on the merits;


(3) Claims or Liens of mechanics, materialmen,
warehousemen, carriers, or other statutory nonconsensual Liens; and


(4) Liens resulting from final judgments or
orders described in Section 8.1.7;






    	 	 32	 



     


    

 


(xii) Any Liens that arise or are deemed to
arise under a Permitted Accounts Receivable Program, so long as they comply with Section 7.2.18;


(xiii) Bankers’ Liens, rights of setoff
and other similar Liens existing solely with respect to cash and cash equivalents on deposits in one or more accounts maintained by any
Loan Party or any Subsidiary arising in the ordinary course of business from netting services, overdraft protection, cash management obligations
and otherwise in connection with the maintenance of deposit, securities and commodities accounts;


(xiv) Liens securing Indebtedness (including
Indebtedness in connection with or to finance a Permitted Acquisition, to the extent such Indebtedness is permitted under Section 7.2.1)
and securing other obligations in an aggregate amount outstanding not to exceed $75,000,000.00 at any time;


(xv) Any interest or title of a lessor or sublessor
under any leases or subleases entered into by any Loan Party or any Subsidiary in the ordinary course of business;


(xvi) Liens securing obligations in respect
of trade-related letters of credit, trade-related bank guarantees or similar trade-related obligations and covering the goods (or the
documents of title in respect of such goods) financed by such letters of credit, bank guarantees or similar obligations and the proceeds
and products thereof;


(xvii) Leases or subleases, licenses or sublicenses
(including with respect to intellectual property rights and software), granted to or from others in the ordinary course of business and
not interfering in any material and adverse respect with the business of the Loan Parties and the Subsidiaries, taken as a whole;


(xviii) 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;


(xix) Liens arising from precautionary Uniform
Commercial Code financing statements or similar or analogous financing statements in any jurisdiction or consignments entered into in
connection with any transaction otherwise permitted under this Agreement;


(xx) Liens on equity interests of any joint
venture (x) securing obligations of such joint venture or (y) pursuant to the relevant joint venture agreement or arrangement;


(xxi) Any Liens that arise or are deemed to
arise under a Permitted Supply Chain Finance Program; provided, that such Liens are limited to the accounts receivable, invoices, documents
and supporting obligations that are subject to such Permitted Supply Chain Finance Program and the proceeds of the same; and


(xxii) Liens securing the Obligations of the
Pledgors in accordance with Section 1.6.


Permitted Supply Chain Finance Program
shall mean any and all agreements or facilities entered into by the Company or any Subsidiary of the Company for the purpose of effectuating
the purchase of its accounts receivable for cash consideration by a financial institution in the ordinary course of business.






    	 	 33	 



     


    

 


Person shall mean any individual, corporation,
partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government
or political subdivision or agency thereof, or any other entity.


Plan shall mean at any time an “employee
pension benefit plan” (as such term is defined in Section 3(2) of ERISA ) (including a Multiple Employer Plan, but not a Multiemployer
Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 or Section 430 of the Internal
Revenue Code and either (i) is sponsored, maintained or contributed to by any member of the ERISA Group for employees of any member
of the ERISA Group or (ii) has at any time within the preceding five years been sponsored, maintained or contributed to by any entity
which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group, or
in the case of a Multiple Employer Plan or other plan described in Section 4064(a) of ERISA, has made contributions at any time during
the immediately preceding five plan years.


Pledged Collateral shall have the meaning
given to such term in Section 10.19.


Pledged Loan shall have the meaning given
to such term in Section 10.19.


PNC shall mean PNC Bank, National Association,
its successors and assigns.


Potential Default shall mean any event
or condition which with notice, passage of time, or both, would (unless cured or waived) constitute an Event of Default.


Prime Rate shall mean the interest rate
per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate may not be
the lowest or most favorable rate then being charged commercial borrowers or others by the Administrative Agent. Any change in the Prime
Rate shall take effect at the opening of business on the day such change is announced.


Principal Office shall mean the main
banking office of the Administrative Agent in Pittsburgh, Pennsylvania.


Prohibited Transaction shall mean any
prohibited transaction as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for which neither a statutory,
regulatory, individual nor a class exemption has been issued by the United States Department of Labor.


Project Jupiter Acquisition shall mean
the acquisition, pursuant to the Project Jupiter Share Purchase Agreement, by PHG Tea Leaves, Inc., a Subsidiary of the Company, of 100%
of the total share capital of PMM Holding (Luxembourg) AG, the parent of Jacob Holm & Sons AG, from Ammon AG.


Project Jupiter Acquisition Indebtedness
shall mean Indebtedness in an aggregate principal amount not to exceed $550,000,000 incurred by the Company and one or more Guarantors
to finance the Project Jupiter Transactions, whether such Indebtedness is incurred simultaneously with, or prior to, the Project Jupiter
Closing Date.






    	 	 34	 



     


    

 


Project Jupiter Closing Date shall mean
the date on which the Project Jupiter Acquisition closes.


Project Jupiter Share Purchase Agreement
shall mean that certain Share Purchase Agreement, dated as of July 22, 2021, between Ammon AG and PHG Tea Leaves, Inc., as such agreement
may be amended, supplemented or otherwise modified from time to time in a manner that is not materially adverse to the interests of the
Lenders in their capacity as such.


Project Jupiter Transactions shall mean
the Project Jupiter Acquisition, the incurrence of Project Jupiter Acquisition Indebtedness and the refinancing of certain indebtedness
in connection therewith (including Loans) and the payment of fees, expenses and transaction costs associated therewith.


Property shall mean all real property,
both owned and leased, of any Loan Party or Subsidiary of a Loan Party.


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


Published Rate shall mean the rate of
interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank
Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be
the rate at which Dollar deposits are offered by leading banks in the London interbank deposit market for a one month period as published
in another publication selected by the Administrative Agent).


Purchase Money Security Interest shall
mean Liens upon tangible personal property securing Indebtedness to any Loan Party or Subsidiary of a Loan Party or deferred payments
by such Loan Party or Subsidiary for the purchase of such tangible personal property, provided that such security interest does
not encumber any asset not thereby purchased, and provided further that such security interest does not secure obligations in excess
of such purchase price or deferred payments.


Purchasing Lender shall mean a Lender
which becomes a party to this Agreement by executing an Assignment and Assumption Agreement.


Qualified ECP Loan Party shall mean each
Loan Party that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other
than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding
$10,000,000.00, or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant
on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or
keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.


Qualifying Lender Confirmation shall
mean a confirmation substantially in the form of Exhibit 1.1(C).






    	 	 35	 



     


    

 


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


QFC Credit Support shall have the meaning
set forth in Section 10.23.


Ratable Share shall mean:


(i) with respect to a Lender’s obligation
to make Revolving Credit Loans, participate in Letters of Credit and other Letter of Credit Obligations, and receive payments, interest,
and fees related thereto, the proportion that such Lender’s Revolving Credit Commitment bears to the Revolving Credit Commitments
of all of the Lenders, provided however that if the Revolving Credit Commitments have terminated or expired, the Ratable Shares
for purposes of this clause shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to
any assignments.


(ii) with respect to a Lender’s obligation
to make Term Loans and receive payments, interest, and fees related thereto, the proportion that such Lender’s Term Loans (or, prior
to the date on which the Term Loans have been made, such Lender’s Term Loan Commitment) bears to the Term Loans of all of the Lenders
(or, prior to the date on which the Term Loans have been made, the aggregate amount of the Term Loan Commitments).


(iii) with respect to all other matters as to
a particular Lender, the percentage obtained by dividing (i) such Lender’s Revolving Credit Commitment plus Term Loan (or,
prior to the date on which the Term Loans have been made, such Lender’s Term Loan Commitment), by (ii) the sum of the aggregate
amount of the Revolving Credit Commitments plus Term Loans (or, prior to the date on which the Term Loans have been made, the aggregate
amount of the Term Loan Commitments) of all Lenders; provided however that if the Revolving Credit Commitments have terminated
or expired, the computation in this clause shall be determined based upon the Revolving Credit Commitments most recently in effect, giving
effect to any assignments, and not on the current amount of the Revolving Credit Commitments and provided further in the case of
Section 2.13 when a Defaulting Lender shall exist, “Ratable Share” shall mean the percentage of the aggregate Commitments
(disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment.


Receivables Entity shall have the meaning
assigned to such term in Section 7.2.18.


Recipient shall mean (i) the Administrative
Agent, (ii) any Lender and (iii) the Issuing Lender, as applicable.


Recovery Event shall mean with respect
to any asset, any of the following: (i) any loss, destruction or damage of such asset; or (ii) any actual condemnation, seizure
or taking, by exercise or the power of eminent domain or expropriation or otherwise, of such asset, or confiscation of such asset or the
requisition of the use of such asset.


Reference Currency shall have the meaning
assigned to such term in the definition of Equivalent Amount.






    	 	 36	 



     


    

 


Reference Time with respect to any setting
of the then-current Benchmark for any Currency shall mean (1) if such Benchmark is the Euro-Rate, 11:00 a.m. (London time) on the day
that is two London Banking Days preceding the date of such setting, and (2) if such Benchmark is not the Euro-Rate, the time determined
by the Administrative Agent in its reasonable discretion.


Regulated Substances shall mean, without
limitation, any substance, material or waste, regardless of its form or nature, defined under Environmental Laws as a “hazardous
substance,” “pollutant,” “pollution,” “contaminant,” “hazardous or toxic substance,”
“extremely hazardous substance,” “toxic chemical,” “toxic substance,” “toxic waste,” “hazardous
waste,” “special handling waste,” “industrial waste,” “residual waste,” “solid waste,”
“municipal waste,” “mixed waste,” “infectious waste,” “chemotherapeutic waste,” “medical
waste,” or “regulated substance” or any other material, substance or waste, regardless of its form or nature, which
otherwise is regulated by Environmental Laws.


Regulation U shall mean Regulation U,
T or X as promulgated by the Board of Governors of the Federal Reserve System, as amended from time to time.


Reimbursement Obligation shall have the
meaning assigned to such term in Section 2.9.3.2.


Related Parties shall mean, with respect
to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and
of such Person’s Affiliates.


Relevant Governmental Body shall mean
(a) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board or the Federal Reserve
Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York,
or any successor thereto, and (b) with respect to a Benchmark Replacement in respect of Loans denominated in any Optional Currency, (1)
the central bank for the Currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is
responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working
group or committee officially endorsed or convened by (A) the central bank for the Currency in which such Benchmark Replacement is denominated,
(B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator
of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part
thereof.


Relevant Interbank Market shall mean
in relation to Euro or British Pounds Sterling, the London interbank deposit market, and in relation to any other currencies, the applicable
interbank market. Notwithstanding the foregoing, the references to the currencies listed in this definition shall only apply if such currencies
are or become available as Optional Currencies in accordance with the terms hereof.


Relief Proceeding shall mean any proceeding
seeking a decree or order for relief in respect of any Loan Party or Subsidiary of a Loan Party in a voluntary or involuntary case under
any applicable bankruptcy, insolvency, examinership, reorganization or other similar Law now or hereafter in effect, or for the appointment
of a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or
Subsidiary of a Loan Party for any substantial part of its property, or for the winding-up, examinership or liquidation of its affairs,
or an assignment for the benefit of its creditors.






    	 	 37	 



     


    

 


Reportable Compliance Event shall mean
that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned,
or custodially detained in connection with any Anti-Terrorism Law, or has actual knowledge of facts or circumstances to the effect that
it is reasonably and objectively likely that any aspect of its operations is in actual violation of any Anti-Terrorism Law.


Reportable Event shall mean a reportable
event described in Section 4043 of ERISA and regulations thereunder with respect to a Plan (unless the notice requirement has been waived
by the PBGC).


Required Environmental Notices shall
mean all notices, reports, plans, forms or other filings which pursuant to Environmental Laws, Required Environmental Permits or at the
request or direction of an Official Body either must be submitted to an Official Body or which otherwise must be maintained.


Required Environmental Permits shall
mean all permits, licenses, bonds, consents, programs, approvals or authorizations required under Environmental Laws to own, occupy or
maintain the Property or which otherwise are required for the operations and business activities of the Borrowers or Guarantors.


Required Lenders shall mean


(i) prior to termination of the Revolving Credit
Commitments, Lenders (other than any Defaulting Lender) having greater than 50% of the sum of (a) the aggregate amount of the Revolving
Credit Commitments of the Lenders (excluding any Defaulting Lender) and (b) the aggregate outstanding amount of the Term Loans; or


(ii) after the termination of the Revolving
Credit Commitments, Lenders (other than any Defaulting Lender) having greater than 50% of the sum of (a) aggregate amount of the
outstanding Revolving Credit Loans and Ratable Share of the Letters of Credit Obligations of the Lenders (excluding any Defaulting Lender)
and (b) the aggregate outstanding amount of the Term Loans.


Required Share shall have the meaning
assigned to such term in Section 4.12.


Responsible Officer with respect to any
Person, the chief executive officer, director, president, treasurer, secretary or the chief or principal financial or accounting officer
of such Person. Unless otherwise qualified, all references to “Responsible Officer” in this Agreement shall refer to a “Responsible
Officer” of a Loan Party. For the avoidance of doubt, any managing director (Geschäftsführer) of the German Loan
Parties should also qualify as a Responsible Officer.






    	 	 38	 



     


    

 


Restricted Payment shall mean (i) any
dividend or distribution by a Loan Party on or in respect of its capital stock or to the direct or indirect holders of its capital stock
(except dividends or distributions payable solely in such capital stock or in options, warrants or other rights to purchase such capital
stock and except dividends or distributions payable to the Company or another Loan Party) or (ii) purchase, redemption or other acquisition
or retirement for value of any capital stock of the Company or (iii) any payment on, purchase, defeasance, redemption, prepayment,
decrease or other acquisition or retirement for value, prior to any scheduled final maturity (other than regularly scheduled or required
payments of principal), of any other Indebtedness that is subordinate or junior in right of payment to the Obligations.


Revolving Credit Commitment shall mean,
as to each Lender at any time, the amounts initially set forth opposite its name on Schedule 1.1(B) in the column labeled “Amount
of Commitment for Revolving Credit Loans,” and, thereafter, as such amounts may be amended, whether pursuant to Assignment and Assumption
Agreements, increases or reductions in Revolving Credit Commitments provided for under the terms of the Agreement or otherwise,
and Revolving Credit Commitments shall mean the aggregate Revolving Credit Commitments of all of the Lenders.


Revolving Credit Loans shall mean, collectively,
and Revolving Credit Loan shall mean, separately, all Revolving Credit Loans or any Revolving Credit Loan made by the Lenders or
one of the Lenders to the Borrowers pursuant to Section 2.1 or 2.9.3.


Revolving Credit Notes shall mean collectively
and Revolving Credit Note shall mean separately all the Revolving Credit Notes of the Borrowers in substantially the form of Exhibit
1.1(R) evidencing the Revolving Credit Loans together with all amendments, extensions, renewals, replacements, refinancings or refundings
thereof in whole or in part.


Sanctioned Country shall mean (a) a
country or territory that is the target or subject of a sanctions program maintained under any Anti-Terrorism Law and (b) any Person
operating, organized or resident in a Sanctioned Country.


Sanctioned Person shall mean (a) any
individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or
debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking
of property or rejection of transactions), under any Anti-Terrorism Law, and (b) any Person owned 50% or more by a Sanctioned Person.


SEC shall mean the Securities and Exchange
Commission or any governmental agencies substituted therefor.


Settlement Date shall mean any Business
Day on which the Administrative Agent elects to effect settlement pursuant to Section 4.12.


SFAS shall have the meaning assigned
to that term in Section 1.3.


SOFR shall mean, with respect to any
Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator
on the SOFR Administrator’s Website on the immediately succeeding Business Day.






    	 	 39	 



     


    

 


SOFR Administrator shall mean the Federal
Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


SOFR Administrator’s Website shall
mean the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured
overnight financing rate identified as such by the SOFR Administrator from time to time.


SONIA shall mean, with respect to any
applicable determination date, a rate per annum equal to the Sterling Overnight Index Average which appears on the Bloomberg Page that
displays such rate, or the Sterling Overnight Index Average which is quoted by another source selected by the Administrative Agent which
has been approved by the SONIA Administrator as an authorized information vendor for such purpose (for purposes of this definition, a
“SONIA Alternate Source”), at approximately 11:00 a.m., London time, five (5) Business Days prior to such date; provided
that if such determination date is not a Business Day, SONIA means such rate that applied five (5) Business Days prior to the Business
Day immediately prior thereto.


SONIA Adjustment
shall mean, with respect to SONIA, 0.0326% per annum (3.26 basis points).


SONIA Administrator
shall mean the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


SONIA Alternate Source
shall have the meaning specified in the definition of SONIA.


SONIA Daily Rate
shall mean, for any day, the rate per annum equal to SONIA (determined pursuant to the definition thereof), plus the SONIA Adjustment
(subject to the last sentence of the definition of “Euro-Rate”). Any change in the SONIA Daily Rate (or any component thereof)
shall take effect at the opening of business on the day such change occurs.


SONIA Daily Rate Loans
shall mean Revolving Credit Loans denominated in British Pounds Sterling for which the Euro-Rate Option is determined by reference to
the SONIA Daily Rate.


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


Specified Representations shall mean
the representations and warranties set forth in the first sentence of Section 5.1.1, Section 5.1.3, Section 5.1.4, clause (i) of Section
5.1.5, Section 5.1.9.2, Section 5.1.18 and Section 5.1.23.


Standard & Poor’s shall mean
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.


Standard Securitization Undertakings
shall mean representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary thereof in connection
with the Permitted Accounts Receivable Program which are reasonably customary in an accounts receivable securitization transaction at
the time of consummation of such transaction.






    	 	 40	 



     


    

 


Standby Letter of Credit shall mean a
Letter of Credit issued to support obligations of one or more of the Company or any of its Subsidiaries, contingent or otherwise, which
finance the working capital and business needs of the Company or any of its Subsidiaries incurred in the ordinary course of business,
but excluding any Letter of Credit under which the stated amount of such Letter of Credit increases automatically over time.


Subsidiary of any Person at any time
shall mean (i) any corporation or trust of which 50% or more (by number of shares or number of votes) of the outstanding capital
stock or shares of beneficial interest normally entitled to vote for the election of one or more directors or trustees (regardless of
any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or
one or more of such Person’s Subsidiaries, (ii) any partnership of which such Person is a general partner or of which 50% or
more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries,
(iii) any limited liability company of which such Person is a manager or of which 50% or more of the limited liability company interests
is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries or (iv) any corporation,
trust, partnership, limited liability company or other entity which is controlled by such Person or one or more of such Person’s
Subsidiaries.


Supported QFC shall have the meaning
set forth in Section 10.23.


Swap shall mean any “swap”
as defined in Section 1a(47) of the CEA and regulations thereunder, other than (a) a swap entered into, or subject to the rules of,
a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC
Regulation 32.3(a).


Swap Obligation shall mean any obligation
to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender Provided Hedge.


Swing Loan Commitment shall mean PNC’s
commitment to make Swing Loans to the Borrowers pursuant to Section 2.1.2 hereof in an aggregate principal amount up to $30,000,000.00.


Swing Loan Lender shall mean PNC, in
its capacity as a lender of the Swing Loans.


Swing Loan Note shall mean the Fourth
Amended and Restated Swing Loan Note of the Borrowers in substantially the form of Exhibit 1.1(S) evidencing the Swing Loans, together
with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.


Swing Loan Request shall mean a request
for Swing Loans made in accordance with Section 2.4.2 hereof.






    	 	 41	 



     


    

 


Swing Loans shall mean collectively and
Swing Loan shall mean separately all Swing Loans or any Swing Loan made by PNC as Swing Loan Lender to the Borrowers pursuant to
Section 2.1.2 hereof.


TARGET2 shall mean the Trans-European
Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on
19 November 2007.


TARGET Day shall mean any day on which
TARGET2 is open for the settlement of payments in euro.


Taxes shall have the meaning assigned
to such term in Section 4.7.1.


Term Loan shall mean all “Term
Loans” outstanding under the Third Amended and Restated Credit Agreement immediately prior to the Fourth Restatement Effective Date;
Term Loans shall mean collectively all of the Term Loans.


Term Loan Commitment shall mean, as to
any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B) in the column labeled “Amount
of Commitment for Term Loans,” as such Commitment is thereafter assigned or modified and Term Loan Commitments shall mean
the aggregate Term Loan Commitments of all of the Lenders. The aggregate Term Loan Commitments as of the Fourth Restatement Effective
Date is $0.


Term Loan Commitment Fee shall have the
meaning assigned to such term in Section 2.16.


Term Loan Draw Date shall have the meaning
specified in Section 2.14.


Term Loan Note shall mean the Term Loan
Note of the Borrowers in substantially the form of Exhibit 1.1(T) evidencing the Term Loans, together with all amendments, extensions,
renewals, replacements, refinancings or refundings thereof in whole or in part.


Term SOFR shall mean, for the applicable
Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended
by the Relevant Governmental Body.


Term SOFR Notice shall mean a notification
by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.


Term SOFR Transition Event shall mean,
with respect to any Loans denominated in Dollars, the determination by the Administrative Agent that (a) Term SOFR has been recommended
for use by the Relevant Governmental Body, and is determinable for each Available Tenor, (b) the administration of Term SOFR is administratively
feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously
occurred resulting in a Benchmark Replacement in accordance with Section titled “Benchmark Replacement Setting” that is not
Term SOFR.






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Transferor Lender shall mean the selling
Lender pursuant to an Assignment and Assumption Agreement.


UCP shall have the meaning assigned to
such term in Section 10.8.


Unadjusted Benchmark Replacement shall
mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


United Kingdom Tax Deduction shall mean
a deduction or withholding for or on account of tax from a payment under a Loan Document imposed by the United Kingdom.


Unused Portion shall have the meaning
assigned to that term in Section 7.2.7(v).


USA Patriot Act shall mean the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56,
as the same has been, or shall hereafter be, renewed, extended, amended or replaced.


U.S. Person shall mean any Person that
is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.


U.S. Special Resolution Regimes shall
have the meaning set forth in Section 10.23.


U.S. Tax Compliance Certificate shall
mean a certificate substantially in the form of Exhibit 4.7.7(A), 4.7.7(B), 4.7.7(C) or 4.7.7(D).


Voided Payment shall have the meaning
assigned to that term in Section 10.10.


Voting Participant shall have the meaning
assigned to that term in Section 10.11.4.


Voting Participant Notice shall have
the meaning assigned to that term in Section 10.11.4.


Website Posting shall have the meaning
assigned to that term in Section 10.6.


Weighted Average Life to Maturity means,
when applied to any Indebtedness on any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying
(i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.


Write-Down and Conversion Powers shall
mean, 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.






    	 	 43	 



     


    

 


		1.2	Construction.



Unless the context of this Agreement otherwise
clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents:


		1.2.1	Number; Inclusion.



References to the plural include the singular,
the plural, the part and the whole; “or” has the inclusive meaning represented by the phrase “and/or,” and “including”
has the meaning represented by the phrase “including without limitation”;


		1.2.2	Determination.



References to “determination” of or
by the Administrative Agent or the Lenders shall be deemed to include good-faith estimates by the Administrative Agent or the Lenders
(in the case of quantitative determinations) and good-faith judgment by the Administrative Agent or the Lenders (in the case of qualitative
determinations) and such determination shall be conclusive absent manifest error;


		1.2.3	Administrative Agent’s Discretion and Consent.



Whenever the Administrative Agent or the Lenders
are granted the right herein to act in its or their sole discretion or to grant or withhold consent such right shall be exercised in good
faith;


		1.2.4	Documents Taken as a Whole.



The words “hereof,” “herein,”
“hereunder,” “hereto” and similar terms in this Agreement or any other Loan Document refer to this Agreement or
such other Loan Document as a whole and not to any particular provision of this Agreement or such other Loan Document;


		1.2.5	Headings.



The section and other headings contained in this
Agreement or such other Loan Document and the Table of Contents (if any), preceding this Agreement or such other Loan Document are for
reference purposes only and shall not control or affect the construction of this Agreement or such other Loan Document or the interpretation
thereof in any respect;


		1.2.6	Implied References to this Agreement.



Article, section, subsection, clause, schedule
and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified;


		1.2.7	Persons.



Reference to any Person includes such Person’s
successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement or such other Loan Document,
as the case may be, and reference to a Person in a particular capacity excludes such Person in any other capacity;






    	 	 44	 



     


    

 


		1.2.8	Modifications to Documents.



Reference to any agreement (including this Agreement
and any other Loan Document together with the schedules and exhibits hereto or thereto), document or instrument means such agreement,
document or instrument as amended, modified, replaced, substituted for, superseded or restated;


		1.2.9	From, To and Through.



Relative to the determination of any period of
time, “from” means “from and including,” “to” means “to but excluding,” and “through”
means “through and including”;


		1.2.10	Shall; Will.



References to “shall” and “will”
are intended to have the same meaning; and


		1.2.11	Québec Matters.



For purposes of any assets, liabilities or entities
located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement
may be subject to the Laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec,
(a) “personal property” shall include “movable property”, (b) “real property” or “real
estate” shall include “immovable property”, (c) “tangible property” shall include “corporeal
property”, (d) “intangible property” shall include “incorporeal property”, (e) “security
interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”,
“prior claim” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording
under the Uniform Commercial Code or a Personal Property Security Act shall include publication under the Civil Code
of Québec, (g) all references to “perfection” of or “perfected” liens or security interest shall
include a reference to an “opposable” or “set up” lien or security interest as against third parties, (h) any
“right of offset”, “right of setoff” or similar expression shall include a “right of compensation”,
(i) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments,
money and securities, (j) an “agent” shall include a “mandatory”, (k) “construction liens”
shall include “legal hypothecs”; (l) “joint and several” shall include “solidary”; (m) “gross
negligence or willful misconduct” shall be deemed to be “intentional or gross fault”; (n) “beneficial ownership”
shall include “ownership on behalf of another as mandatory”; (o) “easement” shall include “servitude”;
(p) “priority” shall include “prior claim”; (q) “survey” shall include “certificate
of location and plan”; (r) “state” shall include “province”; (s) “fee simple title”
shall include “absolute ownership”; and (t) “accounts” shall include “claims”. The parties hereto
confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein
be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices,
may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté
que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les
documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés
en langue anglaise seulement.






    	 	 45	 



     


    

 


		1.3	Accounting Principles.



Except as otherwise provided in this Agreement,
all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this
Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting
or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms
used in Sections 7.2.15 and 7.2.16 (and all defined terms used in the definition of any accounting term used in Sections 7.2.15 and 7.2.16)
shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent
with those used in preparing the annual statements referred to in Section 7.3.2. If the Company notifies the Administrative Agent and
the Lenders in writing (“Notice of Change in GAAP”) that the Company requests an amendment to any financial or accounting
provision or any related defined term and/or the defined term Leverage Ratio for purposes of interest, Letter of Credit Fee, Term Loan
Commitment Fee and Commitment Fee determinations to eliminate the effect of, or give effect to, any change occurring after the Fourth
Restatement Effective Date to GAAP or in the application thereof on the operation of such financial or accounting provision and/or interest,
Letter of Credit Fee, Term Loan Commitment Fee or Commitment Fee determinations, unless the Administrative Agent (on its behalf or as
directed in writing by the Required Lenders) shall have objected (“GAAP Objection Notice”) to such request within 15
Business Days after receipt of such Notice of Change in GAAP, the relevant financial and accounting provisions or ratios shall be calculated
in accordance with GAAP as reflected in such Notice of Change in GAAP on the date of such Notice of Change in GAAP to the Administrative
Agent and the Lenders and each Lender and the Administrative Agent hereby specifically consents to the implementation of such change hereunder
upon the foregoing terms. In the event the Administrative Agent shall have delivered a GAAP Objection Notice to the Company, the parties
hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial or accounting provision
or the defined term Leverage Ratio for purposes of interest, Letter of Credit Fee, Term Loan Commitment Fee or Commitment Fee determinations
in a manner that would give effect to such change hereunder determined in accordance with the Company’s financial statements at
that time.


		1.4	Currency Calculations.



All financial statements and Compliance Certificates
shall be set forth in Dollars. For purposes of preparing the financial statements, calculating financial covenants and determining compliance
with covenants expressed in Dollars, Optional Currencies shall be converted to Dollars in accordance with GAAP.


		1.5	Divisions.



For all purposes under this Agreement and the
other Loan Documents, in connection with any division or plan of division under Delaware Law (or any comparable event under a different
jurisdiction’s Laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or
liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and
(b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence
by the holders of its equity interests at such time.






    	 	 46	 



     


    

 


		1.6	Springing Security Interest.



		1.6.1	General



Effective on and after the Project Jupiter Closing
Date:


(i) if at any time (including anytime following
a release of security pursuant to Section 1.6.2), the Debt Rating is below BB by Standard & Poor’s or below Ba2 by Moody’s
(a “Security Triggering Event”), then (a) the Company shall promptly provide written notice thereof to the Administrative
Agent and, so long as HSBC Bank USA, National Association (“HSBC Bank”) is a Lender, to HSBC Bank at the address set
forth in Schedule 1.1(B), (b) the Obligations of the Company and the Guarantors (collectively and together with the Company, the “Pledgors”)
shall, within 30 days of such notice (as such deadline may be extended by the Administrative Agent, in its sole discretion), be secured
in accordance with the Security Principles set forth on Exhibit 1.6, (c) subject to the Security Principles (and the exclusions
and limitations set forth therein), the Company, the other Pledgors, the Administrative Agent and the Collateral Agent shall enter into
security agreements, pledge agreements, intellectual property security agreements or other similar agreements, instruments or documents
(collectively, the “Collateral Documents”) that create or purport to create and, as applicable, perfect a Lien in favor
of the Collateral Agent for its benefit and for the benefit of the Administrative Agent, the Lenders, the Issuing Lender, the providers
of Lender Provided Hedges and the providers of Other Lender-Provided Financial Service Products, and (d) (i) if HSBC Bank is a Lender
at the time the Company provides notice in accordance with clause (a) above, HSBC Bank shall have a right of first appointment as the
Collateral Agent and no other Person shall be appointed as the Collateral Agent unless HSBC Bank has not agreed in writing to be appointed
as the Collateral Agent promptly after its receipt of such written notice from the Company and (ii) if clause (i) does not apply, then
the Administrative Agent shall also serve as the Collateral Agent. The Collateral Agent shall be appointed on customary terms and paid
a customary fee by the Company in an amount to be agreed upon by the Company and the Collateral Agent; and


(ii) notwithstanding anything to the contrary,
the Pledgors, the Administrative Agent and the Collateral Agent are hereby authorized, without the consent of any Lender or other party
to any Loan Document, to amend and modify this Agreement and enter into, amend and modify any other Loan Document and any Collateral Document,
in each case as may be necessary, or in the reasonable opinion of the Company, the Administrative Agent and the Collateral Agent, appropriate,
in order to secure the Obligations of the Pledgors and appoint the Collateral Agent in accordance with the terms of this Section 1.6.1
and to otherwise give effect to this Section 1.6.1.


		1.6.2	Fallaway



Effective on and after the Project Jupiter Closing
Date:






    	 	 47	 



     


    




(i) if at any time after the occurrence of a Security
Triggering Event the Debt Rating is at or above BB by Standard & Poor’s and at or above Ba2 by Moody’s, in each case with
a stable outlook, and (ii) no Event of Default or Potential Default exists and is continuing, then the Company shall promptly provide
to the Administrative Agent and the Collateral Agent a certificate of a Responsible Officer certifying as to the foregoing. Upon receipt
of such certificate as provided above, the Liens granted to or held by the Collateral Agent on any property constituting Collateral as
a result of the provisions of Section 1.6.1 of this Agreement shall be automatically released; and


(ii) notwithstanding anything to the contrary,
the Pledgors, the Administrative Agent and the Collateral Agent are hereby authorized, without the consent of any Lender or other party
to any Loan Document, to amend and modify this Agreement and enter into, amend and modify any other Loan Document and any Collateral Document,
in each case as may be necessary, or in the reasonable opinion of the Company, the Administrative Agent and the Collateral Agent, appropriate,
in order to evidence and confirm the release of any Collateral in accordance with the terms of this Section 1.6.2 and to otherwise give
effect to this Section 1.6.2.


		1.7	Effect of Fourth Restatement.



This Agreement shall amend and restate the Third
Amended and Restated Credit Agreement in its entirety, with the parties to the Fourth Restatement Agreement agreeing that there is no
novation of the Third Amended and Restated Credit Agreement and from and after the Fourth Restatement Effective Date, the rights and obligations
of the parties under the Third Amended and Restated Credit Agreement shall be subsumed and governed by this Agreement. From and after
the Fourth Restatement Effective Date, the Obligations and Commitments under the Third Amended and Restated Credit Agreement shall continue
as Obligations and Commitments under this Agreement until otherwise paid or terminated in accordance with the terms hereof.  On and
after the Fourth Restatement Effective Date, each reference to the “Credit Agreement” in any other Loan Document shall mean
and be a reference to this Agreement.


2. REVOLVING CREDIT,
SWING LOAN AND TERM LOAN FACILITIES


		2.1	Revolving Credit Commitments.



		2.1.1	Revolving Credit Loans.



2.1.1.1           
Commitment.


Subject to the terms and conditions hereof and
relying upon the representations and warranties herein set forth, each Lender holding any Revolving Credit Commitment severally agrees
to make Revolving Credit Loans in either Dollars or one or more Optional Currencies to the Borrowers at any time or from time to time
on or after the date hereof to the Expiration Date applicable to Revolving Credit Commitments, provided that (i) after giving
effect to each such Loan the aggregate Dollar Equivalent amount of Revolving Credit Loans from such Lender shall not exceed such Lender’s
Revolving Credit Commitment minus such Lender’s Ratable Share of the Dollar Equivalent amount of Letter of Credit Obligations, and
(ii) no Revolving Credit Loan to which the Base Rate Option applies shall be made in an Optional Currency. Within such limits of
time and amount and subject to the other provisions of this Agreement, the Borrowers may borrow, repay and reborrow pursuant to this Section
2.1.






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2.1.1.2           
Discretionary Commitment Increase.


(i)          
Increasing Lenders and New Lenders. The Borrowers at any time prior to the applicable Expiration Date may request that (1) the
current Lenders increase their Revolving Credit Commitments or provide one or more additional tranches of Term Loans (each an “Incremental
Term Loan” and, collectively, the “Incremental Term Loans”), or (2) one or more new lenders (each a
“New Lender”) join this Agreement and provide a Commitment hereunder, in each case subject to the following terms and
conditions (any current Lender which elects to increase its Revolving Credit Commitment or Term Loan Commitment, as applicable, shall
be referred to as an “Increasing Lender”):


(a)            
No Obligation to Increase. No Lender (other than any New Lender or any current Lender that has elected to become an Increasing
Lender) shall be obligated to (x) increase its Revolving Credit Commitment and/or Term Loan Commitment and any increase in the Revolving
Credit Commitment and/or Term Loan Commitment by any current Lender shall be in the sole discretion of such Lender or (y) provide
an Incremental Term Loan and any Incremental Term Loan provided by any Lender shall be in the sole discretion of such Lender.


(b)            
Defaults. There shall exist no Events of Default or Potential Default on the effective date of such increase after giving
effect to such increase; provided, that in the case of any increased Commitments or related Loans that are to be used to fund a Limited
Condition Acquisition, such condition shall be limited to the absence of any Event of Default under Section 8.1.1, Section 8.1.15 or Section
8.1.16.


(c)            
Aggregate Commitments. The increase in the Commitments shall not be more than $150,000,000 in the aggregate.


(d)            
Terms of Incremental Term Loans. (i) The Incremental Term Loans (A) shall rank pari passu in right of payment
with the Term Loans outstanding on the Fourth Restatement Effective Date (the “Initial Term Loans”), (B) shall
not mature earlier than the Initial Term Loans, (C) shall not have a shorter Weighted Average Life to Maturity than the Initial Term
Loans and (D) shall be available in either Dollars or any Optional Currency.


(e)            
Minimum Commitments. The minimum amount of the increase in the Revolving Credit Commitments and/or the Term Loan Commitments
shall be $5,000,000.


(f)             
Legal Opinion. The Loan Parties shall deliver to the Administrative Agent on or before the effective date of such increase
an opinion of counsel, in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent
and the Lenders addressing the authorization and execution of the Loan Documents by the Loan Parties.






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(g)            
Notes. At the request of the applicable Increasing Lender or New Lender, as the case may be, the Borrowers shall execute
and deliver (1) to each Increasing Lender a replacement Revolving Credit Note and/or Term Loan Note, as applicable, reflecting the
new amount of such Increasing Lender’s Revolving Credit Commitment and/or Term Loan Commitment, as applicable, after giving effect
to the increase (and the prior Revolving Credit Note, Term Loan Note or Notes, as applicable, issued to such Increasing Lender shall be
deemed to be terminated) and (2) to each New Lender a Revolving Credit Note or Term Loan Note, as applicable, reflecting the amount
of such New Lender’s Revolving Credit Commitment and/or Term Loan Commitment.


(h)            
Representations. The representations and warranties of the Loan Parties contained in Section 5 and in the other Loan Documents
shall be true in all material respects on and as of the date of such increase with the same effect as though such representations and
warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date
or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein);
provided, that, in the case of any increased Commitments or related Loans that are to be used to fund a Limited Condition Acquisition
permitted hereunder, such representations and warranties shall be limited to the Specified Representations.


(i)             
Approval of New Lenders. Any New Lender shall be subject to the approval of the Administrative Agent in its reasonable discretion
without unreasonable delay.


(j)             
Amendment. Incremental Term Loans shall be effected by an amendment to this Agreement effectuating the joinder of any applicable
New Lender and setting forth the terms of the Incremental Term Loans executed by (x) the Administrative Agent, (y) each Lender
or New Lender agreeing to provide any portion of such Incremental Term Loan and (z) the Loan Parties, and reaffirmations of the Loan
Documents executed by the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and the
Loan Parties. Such amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions
of this Section 2.1.1.2 (including, for the avoidance of doubt, to add mechanics for Incremental Term Loans that are denominated in a
currency other than Euros).


(k)            
Conflicting Provisions. This Section shall supersede any provisions in Section 10.1 to the contrary.


(ii)        
Treatment of Outstanding Loans and Letters of Credit.


(a)            
Reallocation of Revolving Credit Loans. To the extent the Commitments being increased are Revolving Credit Commitments,
then, on the effective date of any such increase, each relevant Lender that is increasing its Revolving Credit Commitment shall make available
to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of
the other relevant Lenders with Revolving Credit Commitments, as being required in order to cause, after giving effect to such increase
and the application of such amounts to make payments to such other relevant Lenders, the outstanding Revolving Credit Loans (and risk
participations in outstanding Swing Line Loans) to be held ratably by all Lenders with Revolving Credit Commitments in accordance with
their respective revised Ratable Shares of the Revolving Credit Commitments.






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(b)            
Outstanding Letters of Credit. On the effective date of such increase, each Increasing Lender and each New Lender (i) will
be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its applicable Ratable Share of such Letter
of Credit and the participation of each other Lender in such Letter of Credit shall be adjusted accordingly and (ii) will acquire
its applicable Ratable Share of all outstanding Participation Advances.


		2.1.2	Swing Loan Commitment.



Subject to the terms and conditions hereof and
relying upon the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Dates,
the Swing Loan Lender may, at its option, cancelable at any time for any reason whatsoever, make swing loans in Dollars (the “Swing
Loans”) to the Borrowers at any time or from time to time after the date hereof to, but not including, the Expiration Date applicable
to the Revolving Credit Commitments, in an aggregate principal amount up to but not in excess of $30,000,000.00 (the “Swing Loan
Commitment”), provided that the aggregate principal amount of the Swing Loan Lender’s Swing Loans and the Dollar
Equivalent amount of Revolving Credit Loans of all the Lenders at any one time outstanding shall not exceed the Revolving Credit Commitments
of all the Lenders. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrowers may borrow,
repay and reborrow pursuant to this Section 2.1.2.


		2.2	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans.



Each Lender shall be obligated to participate
in each request for Revolving Credit Loans pursuant to Section 2.4 in accordance with its Ratable Share. The aggregate Dollar Equivalent
amount of each Lender’s Revolving Credit Loans outstanding hereunder to the Borrowers at any time shall never exceed its Revolving
Credit Commitment minus its Ratable Share of the Dollar Equivalent amount of Letter of Credit Obligations and any Swing Loans. The obligations
of each Lender hereunder are several. The failure of any Lender to perform its obligations hereunder shall not affect the obligations
of the Borrowers to any other party nor shall any other party be liable for the failure of such Lender to perform its obligations hereunder.
The Lenders shall have no obligation to make Revolving Credit Loans hereunder on or after the Expiration Date applicable to the Revolving
Credit Commitments.


		2.3	Commitment Fees.



Accruing from the Fourth Restatement Effective
Date until the Expiration Date applicable to the Revolving Credit Commitments, the Borrowers agree to pay to the Administrative Agent
for the account of each Lender with a Revolving Credit Commitment according to its Ratable Share, a nonrefundable commitment fee (the
“Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of






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(i) the Revolving Credit
Commitments and (ii) the amount of the Dollar Equivalent Revolving Facility Usage (provided however, that solely in connection
with determining the share of each Lender in the Commitment Fee, the Dollar Equivalent Revolving Facility Usage with respect to the portion
of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of
the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall
be calculated (according to each such Lender’s Ratable Share) as if the Dollar Equivalent Revolving Facility Usage excludes the
outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment
of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be
payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise
have been due and payable by the Borrowers prior to such time; and provided further that no Commitment Fee shall accrue with respect
to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso
in the directly preceding sentence, all Commitment Fees shall be payable quarterly in arrears on each Payment Date and on the Expiration
Date applicable to the Revolving Credit Commitments or upon acceleration of the Loans and in U.S. Dollars.


		2.4	Loan Requests.



		2.4.1	Revolving Credit Loan Requests; Term Loan Requests.



Except as otherwise provided herein, the Borrowers
may from time to time prior to the Expiration Date applicable to the Revolving Credit Commitments request the Lenders to make Revolving
Credit Loans or renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans or Term Loans pursuant to Section
3.2, by delivering to the Administrative Agent, not later than 11:00 a.m., Pittsburgh time, (i) three (3) Business Days prior to
the proposed Borrowing Date with respect to the making of Revolving Credit Loans in Dollars to which the Euro-Rate Option applies or the
conversion to or the renewal of the Euro-Rate Option for any such Revolving Credit Loans, four (4) Business Days prior to the proposed
Borrowing Date with respect to the making of Revolving Credit Loans in an Optional Currency or the date of conversion to or renewal of
the Euro-Rate Option or EURIBOR Rate Option for Loans in an Optional Currency and four (4) Business Days prior to the date of renewal
of the EURIBOR Rate Option for Term Loans or of the renewal of an Interest Period for Term Loans and (ii) on either the proposed
Borrowing Date (which shall be a Business Day) with respect to the making of a Revolving Credit Loan to which the Base Rate Option applies
or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Revolving Credit Loan,
of a duly completed request therefor substantially in the form of Exhibit 2.4 or a request by telephone immediately confirmed by e-mail
(each, a “Loan Request”), it being understood that the Administrative Agent may rely on the authority of any individual
making such a telephonic request without the necessity of receipt of such written confirmation. Each Loan Request shall be irrevocable
and shall specify (i) the proposed Borrowing Date; (ii) the aggregate amount of the proposed Revolving Credit Loans (expressed
in the currency in which such Revolving Credit Loans shall be funded) comprising each Borrowing Tranche, the Dollar Equivalent amount
of which shall be in integral multiples of $100,000.00 and not less than $2,000,000.00 for each Borrowing Tranche to which the Euro-Rate
Option or EURIBOR Rate Option applies and not less than the lesser of $2,000,000.00 and the maximum amount available for Borrowing Tranches
to which the Base Rate Option applies;






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(iii) whether the Euro-Rate Option, EURIBOR Rate Option, or Base Rate Option shall apply to
the proposed Revolving Credit Loans comprising the applicable Borrowing Tranche; (iv) the currency in which such Revolving Credit
Loans shall be funded if the Borrowers are electing the Euro-Rate Option or EURIBOR Rate Option; (v) in the case of a Borrowing Tranche
to which the Euro-Rate Option or EURIBOR Rate Option applies, an appropriate Interest Period for the Revolving Credit Loans comprising
such Borrowing Tranche; (vi) the aggregate amount of the proposed Term Loans comprising each Borrowing Tranche, the amount of which
shall be in integral multiples of €100,000.00 and not less than €2,000,000.00 for each Borrowing Tranche of Term Loans; and
(vii) the applicable Interest Rate Option and an appropriate Interest Period for the Term Loans comprising such Borrowing Tranche.
Notwithstanding anything else to the contrary contained in this Agreement, all EURIBOR Rate Option Loans shall only be borrowed in Euros.


		2.4.2	Swing Loan Requests.



Except as otherwise provided herein, the Borrowers
may from time to time prior to the Expiration Date applicable to the Revolving Credit Commitments request the Swing Loan Lender to make
Swing Loans by delivery to the Swing Loan Lender not later than 1:00 p.m. Pittsburgh time on the proposed Borrowing Date of a duly completed
request therefor substantially in the form of Exhibit 2.4 hereto or a request by telephone immediately confirmed in writing by
e-mail (each, a “Swing Loan Request”), it being understood that the Administrative Agent may rely on the authority
of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Swing Loan Request
shall be irrevocable and shall specify the proposed Borrowing Date and the principal amount of such Swing Loan, which shall be not less
than $100,000.00.


		2.5	Making Revolving Credit Loans, Term Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit
Loans; Borrowings to Repay Swing Loans.



		2.5.1	Making Revolving Credit Loans and Term Loans.



Promptly after receipt by the Administrative Agent
of a Loan Request pursuant to Section 2.4, the Administrative Agent shall notify the Lenders of its receipt of such Loan Request specifying:
(i) the proposed Borrowing Date and the time and method of disbursement of the Revolving Credit Loans and/or Term Loans requested
thereby; (ii) the amount and type of each such Revolving Credit Loan and/or Term Loan and the applicable Interest Period (if any);
(iii) the apportionment among the Lenders of such Revolving Credit Loans and/or Term Loans as determined by the Administrative Agent
in accordance with Section 2.2 or 2.15, as applicable; and (iv) the currency in which such Revolving Credit Loan is requested. Each
Lender shall remit the principal amount of each Revolving Credit Loan in the requested Optional Currency (in the case of Optional Currency
Loans, in Dollars if so requested by the Administrative Agent) and/or Term Loan in Euros, in each case to the Administrative Agent such
that the Administrative Agent is able to, and the Administrative Agent shall, to the extent the Lenders have made funds available to it
for such purpose and subject to Section 6.2, fund such Revolving Credit Loans to the Borrowers in U.S. Dollars or the requested Optional
Currency (as applicable) and/or Term Loans in Euros and in immediately available funds at the Principal Office prior to 2:00 p.m., Pittsburgh
time, on the applicable Borrowing Date, provided that if any Lender fails to remit such funds to the Administrative Agent in a
timely manner, the Administrative Agent may elect, in its sole discretion, to fund with its own funds, including funds in the requested
Optional Currency, the Revolving Credit Loans and/or Term Loan of such Lender on such Borrowing Date, and such Lender shall be subject
to the repayment obligation in Section 2.5.3.






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		2.5.2	Making Swing Loans.



So long as the Swing Loan Lender elects to make
Swing Loans, the Swing Loan Lender shall, after receipt by it of a Swing Loan Request pursuant to Section 2.4.2, fund such Swing Loan
to the applicable Borrower(s) in Dollars and immediately available funds at the Principal Office prior to 3:00 p.m., Pittsburgh time,
on the applicable Borrowing Date.


		2.5.3	Presumptions by the Administrative Agent.



Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed time of any Base Rate Loan, or, for Loans other than Base Rate Loans, prior to the close of
business the day before the Borrowing Date, that such Lender will not make available to the Administrative Agent such Lender’s share
of such Loan, the Administrative Agent may assume that such Lender has made such share available in the applicable currency on such date
in accordance with Section 2.5.1 and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable Loan available in the applicable currency to the Administrative
Agent, then the Administrative Agent shall be entitled to recover such amount on demand from such Lender (or if such Lender fails to pay
such amount forthwith upon such demand, from the Borrowers) together with interest thereon, in respect of each day during the period commencing
on the date such amount was made available to the Borrowers and ending on the date the Administrative Agent recovers such amount, at (i) in
the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate (or, for payments in Euros or another
Optional Currency, the Overnight Rate) and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation and (ii) in the case of a payment to be made by the Borrowers, the interest rate applicable to Revolving Credit
Loans under the Base Rate Option with respect to Revolving Credit Loans or the interest rate applicable to Term Loans. If such Lender
pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan.
Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to
make such payment to the Administrative Agent.


		2.5.4	Repayment of Revolving Credit Loans.



The Borrowers, jointly and severally, subject
to Section 10.18 (if applicable), shall repay in full the outstanding principal amount of the Revolving Credit Loans, together with all
accrued interest thereon and all fees and other amounts owing under any of the Loan Documents relating thereto and any other Obligations
then outstanding on the Expiration Date applicable to the Revolving Credit Commitments or on the date of any earlier termination of the
Revolving Credit Commitments in connection with the terms hereof.






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		2.5.5	Borrowings to Repay Swing Loans.



The Swing Loan Lender may, at its option, exercisable
at any time for any reason whatsoever, demand repayment of the Swing Loans, and each Lender shall make a Revolving Credit Loan in an amount
equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans, plus, if the Swing Loan Lender
so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make any Revolving Credit Loan
if after giving effect thereto, the sum of the Dollar Equivalent amount of its Revolving Credit Loans plus such Lender’s Ratable
Share of the Dollar Equivalent amount of Letter of Credit Obligations exceeds its Revolving Credit Commitment. Revolving Credit Loans
made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested
in accordance with Section 2.4.1 without regard to any of the requirements of that provision. The Swing Loan Lender shall provide notice
to the Lenders (which may be telephonic or e-mail notice) that such Revolving Credit Loans are to be made under this Section 2.5.5 and
of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether
or not the conditions specified in Section 6.2 are then satisfied) by the time the Swing Loan Lender so requests, which shall not be earlier
than 3:00 p.m. Pittsburgh time on the next Business Day after the date the Lenders receive such notice from the Swing Loan Lender.


		2.5.6	Swing Loans Under Cash Management Agreements.



In addition to making Swing Loans pursuant to
the foregoing provisions of Section 2.5.2, without the requirement for a specific request from the Borrowers pursuant to Section 2.4.2,
the Swing Loan Lender may make Swing Loans to the Borrowers in accordance with the provisions of the agreements among the Borrowers and
such Swing Loan Lender relating to the Borrowers’ deposit, sweep and other accounts at such Swing Loan Lender and related arrangements
and agreements regarding the management and investment of the Borrowers’ cash assets as in effect from time to time (the “Cash
Management Agreements”) to the extent of the daily aggregate net negative balance in the Borrowers’ accounts which are
subject to the provisions of the Cash Management Agreements. Swing Loans made pursuant to this Section 2.5.6 in accordance with the provisions
of the Cash Management Agreements shall (i) be subject to the limitations as to aggregate amount set forth in Section 2.1.2, (ii) not
be subject to the limitations as to individual amount set forth in Section 2.4.2, (iii) be payable by the Borrowers, both as to principal
and interest, at the rates and times set forth in the Cash Management Agreements (but in no event later than the Expiration Date applicable
to the Revolving Credit Commitments), (iv) not be made at any time after such Swing Loan Lender has received written notice of the
occurrence of an Event of Default and so long as such shall continue to exist, or, unless consented to by the Required Lenders, a Potential
Default and so long as such shall continue to exist, (v) if not repaid by the Borrowers in accordance with the provisions of the
Cash Management Agreements, be subject to each Lender’s obligation pursuant to Section 2.5.5, and (vi) except as provided in
the foregoing subsections (i) through (v), be subject to all of the terms and conditions of this Section 2.






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		2.6	Revolving Credit Notes and Swing Loan Note.



The obligation of the Borrowers to repay the
aggregate unpaid principal amount of the Revolving Credit Loans made to it by each Lender, together with interest thereon, shall be evidenced
by this Agreement and, to the extent requested pursuant to Section 4.11, a Revolving Credit Note payable to the order of such Lender in
a face amount equal to the Revolving Credit Commitment of such Lender. The obligation of the Borrowers to repay the unpaid principal amount
of the Swing Loans made to it by the Swing Loan Lender together with interest thereon shall be evidenced by this Agreement and the Swing
Loan Note payable to the order of the Swing Loan Lender in a face amount equal to the Swing Loan Commitment.


		2.7	Utilization of Commitments in Optional Currencies.



		2.7.1	Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans and Letter of Credit Obligations.



For purposes of determining utilization of the
Revolving Credit Commitments, the Administrative Agent will determine the Dollar Equivalent amount of (i) the outstanding and proposed
Revolving Credit Loans that are Optional Currency Loans and Letters of Credit to be denominated in an Optional Currency as of the requested
Borrowing Date or date of issuance, as the case may be, (ii) the outstanding Letter of Credit Obligations denominated in an Optional
Currency as of the last Business Day of each month, and (iii) the outstanding Revolving Credit Loans denominated in an Optional Currency
as of the end of each Interest Period (each such date under clauses (i) through (iii) and any other date on which the Administrative Agent
reasonably determines is it necessary or advisable to make such computation, is referred to as a “Computation Date”).
Unless otherwise provided in this Agreement or agreed to by the Administrative Agent and the Company, each Revolving Credit Loan and Reimbursement
Obligation shall be repaid or prepaid in the same currency in which the Revolving Credit Loan or Reimbursement Obligation was made. Unless
otherwise provided in this Agreement or agreed to by the Administrative Agent and the Company, each Term Loan shall be repaid or prepaid
in the same currency in which the Term Loan was made.


		2.7.2	Notices From Lenders That Optional Currencies Are Unavailable to Fund New Revolving Credit Loans.



The Lenders shall be under no obligation to make
the Revolving Credit Loans requested by the Borrowers which are denominated in an Optional Currency if (a) such currency no longer being
readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is no longer readily calculable with respect
to such currency, (c) providing such currency is impracticable for the Lenders or (d) such Optional Currency is no longer a currency in
which the Required Lenders are willing to make such Credit Extensions (each of clauses (a), (b), (c), and (d) a “Disqualifying
Event”). Upon the occurrence of a Disqualifying Event, the Administrative Agent shall promptly thereafter notify the Lenders
of the same and the Lenders shall not make such Revolving Credit Loans requested by the Borrowers under their Loan Request and such currency
shall no longer constitute an Optional Currency hereunder until the termination of such Disqualifying Event.






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		2.7.3	Notices From Lenders That Optional Currencies Are Unavailable to Fund Renewals of the EURIBOR Rate Option.



If the Borrowers deliver a Loan Request requesting
that the Lenders renew the Euro-Rate Option or EURIBOR Rate Option with respect to an outstanding Borrowing Tranche of Revolving Credit
Loans denominated in an Optional Currency, the Lenders shall be under no obligation to renew such Euro-Rate Option or EURIBOR Rate Option,
as applicable, if any Lender delivers to the Administrative Agent a notice by 5:00 p.m. (Pittsburgh time) four (4) Business Days prior
to the effective date of such renewal that such Lender cannot continue to provide Revolving Credit Loans in such Optional Currency. In
the event the Administrative Agent timely receives a notice from a Lender pursuant to the preceding sentence, the Administrative Agent
will notify the Borrowers no later than 12:00 noon (Pittsburgh time) three (3) Business Days prior to the renewal date that the renewal
of such Revolving Credit Loans in such Optional Currency is not then available, and the Administrative Agent shall promptly thereafter
notify the Lenders of the same. If the Administrative Agent shall have so notified the Borrowers that any such continuation of such Revolving
Credit Loans in such Optional Currency is not then available, any notice of renewal with respect thereto shall be deemed withdrawn, and
such Revolving Credit Loans shall be redenominated into Revolving Credit Loans in Dollars at the Base Rate Option or Euro-Rate Option,
at the Company’s option on behalf of the Borrowers (subject, in the case of the Euro-Rate Option, to compliance with Section 2.4),
with effect from the last day of the Interest Period with respect to any such Revolving Credit Loans. The Administrative Agent will promptly
notify the Borrowers and the Lenders of any such redenomination, and in such notice, the Administrative Agent will state the aggregate
Dollar Equivalent amount of the redenominated Revolving Credit Loans in an Optional Currency as of the applicable Computation Date with
respect thereto and such Lender’s Ratable Share thereof.


		2.7.4	European Monetary Union.



2.7.4.1           
Payments In Euros Under Certain Circumstances.


If (i) any Optional Currency ceases to
be lawful currency of the nation issuing the same and is replaced by the Euro or (ii) any Optional Currency and the Euro are at the
same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Administrative
Agent or the Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable hereunder by any party
hereto in such Optional Currency shall instead be payable in the Euro and the amount so payable shall be determined by translating the
amount payable in such Optional Currency to the Euro at the exchange rate established by that nation for the purpose of implementing the
replacement of the relevant Optional Currency by the Euro (and the provisions governing payments in Optional Currencies in this Agreement
shall apply to such payment in the Euro as if such payment in the Euro were a payment in an Optional Currency). Prior to the occurrence
of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Optional Currency
will, except as otherwise provided herein, continue to be payable only in that currency.






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2.7.4.2           
Additional Compensation Under Certain Circumstances.


The Borrowers agree, at the request of any Lender,
to compensate such Lender for any loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred
or sustained by such Lender as a result of the replacement of any Optional Currency by the Euro and that would not have been incurred
or sustained but for the transactions provided for herein. A certificate of any Lender setting forth such Lender’s determination
of the amount or amounts necessary to compensate such Lender shall be delivered to the Borrowers and shall be conclusive absent manifest
error so long as such determination is made on a reasonable basis. The Borrowers shall pay such Lender the amount shown as due on any
such certificate within ten (10) days after receipt thereof.


		2.7.5	Requests for Additional Optional Currencies.



The Borrowers may deliver to the Administrative
Agent a written request that Revolving Credit Loans hereunder also be permitted to be made in any other lawful currency (other than Dollars),
in addition to the currencies specified in the definition of “Optional Currency” herein provided that such currency
must be freely traded in the interbank foreign exchange markets, freely transferable, freely convertible into Dollars and available to
the Lenders in the Relevant Interbank Market. The Administrative Agent will promptly notify the Lenders of any such request after the
Administrative Agent receives such request. The Administrative Agent and each Lender may grant or accept such request in their sole discretion.
The Administrative Agent will promptly notify the Borrowers of the acceptance or rejection by the Administrative Agent and each of the
Lenders of the Borrowers’ request. The requested currency shall be approved as an Optional Currency hereunder only if the Administrative
Agent and all of the Lenders approve of the Borrowers’ request.


		2.8	Use of Proceeds.



The proceeds of the Revolving Credit Loans shall
be used for general corporate purposes, including financing working capital and Permitted Acquisitions.


		2.9	Letter of Credit Subfacility.



		2.9.1	Issuance of Letters of Credit.



2.9.1.1           
Any Borrower may request the issuance of a letter of credit (each such letter of credit and each Existing Letter of Credit, a “Letter
of Credit”), or the amendment or extension of an existing Letter of Credit, on behalf of itself, another Loan Party or any of
their respective Subsidiaries (provided that a Loan Party shall be the obligor with respect thereto) by delivering or transmitting electronically,
or having such other Loan Party deliver or transmit electronically to the Issuing Lender (with a copy to the Administrative Agent) a completed
application and agreement for letters of credit, or request for such extension or amendment, in such form as the Issuing Lender may specify
from time to time by no later than 10:00 a.m., Pittsburgh time, at least four (4) Business Days, or such shorter period as may be agreed
to by the Issuing Lender, in advance of the proposed date of issuance. The related Borrower or any Loan Party shall authorize and direct
the Issuing Lender to name the related Borrower or any Loan Party or any Subsidiary as the “Applicant” or “Account Party”
of each Letter of Credit. Each Letter of Credit shall be a Standby Letter of Credit or Commercial Letter of Credit and may be denominated
in either Dollars or an Optional Currency.






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Unless the Issuing Lender has received notice
from any Lender, the Administrative Agent or any Loan Party, at least one day prior to the requested date of issuance, amendment or extension
of the applicable Letter of Credit, that one or more applicable conditions in Section 6.2 is not satisfied, then, subject to the terms
and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, the Issuing Lender or any
of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each
Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance (subject to customary evergreen
provisions), and (B) in no event expire later than five (5) Business Days prior to the Expiration Date applicable to the Revolving
Credit Commitments and providing that in no event shall (i) the Dollar Equivalent amount of Letter of Credit Obligations exceed,
at any one time, $30,000,000.00, or (ii) the Dollar Equivalent Revolving Facility Usage exceed, at any one time, the Revolving Credit
Commitments. Each request by a Borrower or any other Loan Party for the issuance, amendment or extension of a Letter of Credit shall be
deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 6.2 after giving
effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit
or any amendment to a Letter of Credit to the beneficiary thereof, the Issuing Lender will also deliver to the Borrowers and the Administrative
Agent a true and complete copy of such Letter of Credit or amendment.


The Existing Letters of Credit shall be deemed
to have been issued hereunder.


2.9.1.2           
Notwithstanding Section 2.9.1.1, the Issuing Lender shall not be under any obligation to issue any Letter of Credit if (i) any
order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from
issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force
of law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from,
the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect
to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder)
not in effect on the Fourth Restatement Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense
which was not applicable on the Fourth Restatement Effective Date and, in each such case, which the Issuing Lender in good faith deems
material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable
to letters of credit generally.


		2.9.2	Letter of Credit Fees.



The Borrowers shall pay in Dollars, or at the
Administrative Agent’s option, the Optional Currency in which each Letter of Credit is issued (i) to the Administrative Agent
for the ratable account of the Lenders a fee (the “Letter of Credit Fee”) equal to the Applicable Margin then in effect
for Revolving Credit Loans subject to the Euro-Rate Option, per annum, and (ii) to the Issuing Lender for its own account, a fronting
fee to be agreed upon by the Issuing Lender and the Company, on behalf of all Borrowers (each computed on the basis of a year of 360 days
and actual days elapsed),






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which fees shall be computed on the daily average Dollar Equivalent amount of Letter of Credit Obligations during
the preceding fiscal quarter (or shorter period commencing with the Fourth Restatement Effective Date or ending with the Expiration Date
applicable to the Revolving Credit Commitments) and shall be payable quarterly in arrears on each Payment Date following issuance of each
Letter of Credit and on the Expiration Date applicable to the Revolving Credit Commitments. The Borrowers shall also pay in Dollars to
the Issuing Lender for the Issuing Lender’s sole account the Issuing Lender’s then in effect customary fees and administrative
expenses payable with respect to the Letters of Credit as the Issuing Lender may generally charge or incur from time to time in connection
with the issuance, maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit.


		2.9.3	Disbursements, Reimbursement.



2.9.3.1           
Immediately upon the issuance of each Letter of Credit (and with respect to the Existing Letters of Credit, on the Fourth Restatement
Effective Date), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender
a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum
amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively, in each case, in the currency in
which each Letter of Credit is issued.


2.9.3.2           
In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Lender
will promptly notify the Administrative Agent and the Borrowers. Provided that they shall have received such notice, the Borrowers shall
reimburse the Issuing Lender (such obligation to reimburse the Issuing Lender shall sometimes be referred to as a “Reimbursement
Obligation”) prior to 12:00 noon, Pittsburgh time on each date that an amount is paid by the Issuing Lender under any Letter
of Credit (each such date, a “Drawing Date”) in an amount equal to the amount so paid by the Issuing Lender in the
same currency as paid, unless otherwise required by the Administrative Agent or the Issuing Lender; provided that if such notice
is delivered by the Issuing Lender after 10:00 a.m. Pittsburgh time, such Reimbursement Obligation shall be for payment on the following
Business Day. In the event the Borrowers fail to reimburse the Issuing Lender (through the Administrative Agent) for the full amount of
any drawing under any Letter of Credit by 12:00 noon, Pittsburgh time, on the Drawing Date (or in accordance with the preceding sentence,
the following Business Day), the Administrative Agent will promptly notify each Lender thereof, and the Borrowers shall be deemed to have
requested that Revolving Credit Loans in Dollars (and if the Letter of Credit was denominated in another currency, in the Dollar Equivalent
amount of the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof) be made by the Lenders under the Base
Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving
Credit Commitment and subject to the conditions set forth in Section 6.2 other than any notice requirements. Any notice given by the Administrative
Agent or the Issuing Lender pursuant to this Section 2.9.3.2 may be oral if immediately confirmed in writing; provided that the lack of
such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.






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2.9.3.3           
Each Lender shall upon any notice pursuant to Section 2.9.3.2 make available to the Administrative Agent, for the account of the
Issuing Lender, an amount in Dollars in immediately available funds equal to its Ratable Share of the amount of the drawing (and, if the
Letter of Credit was denominated in another currency, in the Dollar Equivalent amount of the amount paid by the Issuing Lender in such
other currency on the Drawing Date thereof) (whether or not the conditions set forth in Section 6.2 shall have been satisfied), whereupon
the participating Lenders shall (subject to Section 2.9.3.4) each be deemed to have made a Revolving Credit Loan under the Base Rate Option
to the Borrowers in that amount. If any Lender so notified fails to make available in Dollars to the Administrative Agent for the account
of the Issuing Lender the amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m., Pittsburgh time on the
Drawing Date (or in accordance with Section 2.9.3.2, the following Business Day), then interest shall accrue on such Lender’s obligation
to make such payment, from the Drawing Date (or the following Business Day, as applicable) to the date on which such Lender makes such
payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date
and (ii) at a rate per annum equal to the rate applicable to Revolving Credit Loans under the Base Rate Option on and after the fourth
day following the Drawing Date. The Administrative Agent and the Issuing Lender will promptly give notice of the occurrence of the Drawing
Date, but failure of the Administrative Agent and the Issuing Lender to give any such notice on the Drawing Date or in sufficient time
to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 2.9.3.3.


2.9.3.4           
With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans in Dollars under the Base Rate Option
to the Borrowers in whole or in part as contemplated by Section 2.9.3.2, because of the Borrowers’ failure to satisfy the conditions
set forth in Section 6.2 other than any notice requirements or for any other reason, the Borrowers shall be deemed to have incurred from
the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in Dollars in the amount of such drawing (and,
if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount of the amount paid by the Issuing Lender
in such other currency) on the Drawing Date thereof. Such Letter of Credit Borrowing shall be due and payable on demand (together with
interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Lender’s
payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.9.3.3 shall be deemed to be a payment
in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such
Lender in satisfaction of its participation obligation under this Section 2.9.3.


		2.9.4	Repayment of Participation Advances.



2.9.4.1           
Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from
the Borrowers (i) in reimbursement of any payment made by the Issuing Lender under the Letter of Credit with respect to which any
Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a payment made by the
Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Lender, in the
same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the Administrative
Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share of such funds of any Lender that did not make
a Participation Advance in respect of such payment by the Issuing Lender.






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2.9.4.2           
If the Administrative Agent or any Issuing Lender is required at any time to return to any Loan Party, or to a trustee, receiver,
liquidator, examiner, custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the
Administrative Agent or such Issuing Lender pursuant to Section 2.9.4.1 in reimbursement of a payment made under the Letter of Credit
or interest or fee thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent, for
its account or the account of such Issuing Lender (as applicable), the amount of its Ratable Share of any amounts so returned by the Administrative
Agent or such Issuing Lender (as applicable) plus interest thereon from the date such demand is made to the date such amounts are returned
by such Lender to the Administrative Agent or such Issuing Lender, at a rate per annum equal to the Federal Funds Effective Rate (or,
for any payment in an Optional Currency, the Overnight Rate) in effect from time to time.


		2.9.5	Documentation.



Each Loan Party agrees to be bound by the terms
of the Issuing Lender’s application and agreement for letters of credit and the Issuing Lender’s written regulations and customary
practices relating to letters of credit, though such interpretation may be different from such Loan Party’s own. In the event of
a conflict between such application or agreement and this Agreement, this Agreement shall govern. It is understood and agreed that, except
in the case of its own gross negligence or willful misconduct, the Issuing Lender shall not be liable for any error, negligence and/or
mistakes, whether of omission or commission, in following any Loan Party’s instructions or those contained in the Letters of Credit
or any modifications, amendments or supplements thereto.


		2.9.6	Determinations to Honor Drawing Requests.



In determining whether to honor any request for
drawing under any Letter of Credit by the beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents
and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the
requirements of such Letter of Credit.






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		2.9.7	Nature of Participation and Reimbursement Obligations.



Each Lender’s obligation in accordance with
this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3, as a result of a drawing
under a Letter of Credit, and the Obligations of the Borrowers to reimburse the Administrative Agent or any Issuing Lender (as applicable)
upon a draw under a Letter of Credit, subject to Section 10.18 for the avoidance of doubt (if applicable), shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 under all circumstances, including the
following circumstances:


(i)             
any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent or the
Issuing Lender or any of their respective Affiliates, the Borrowers or any other Person for any reason whatsoever, or which any Loan Party
may have against the Administrative Agent or the Issuing Lender or any of their respective Affiliates, any Lender or any other Person
for any reason whatsoever;


(ii)           
the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions
set forth in Sections 2.1, 2.4, 2.5 or 6.2 or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being
acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to
make Participation Advances under Section 2.9.3;


(iii)         
any lack of validity or enforceability of any Letter of Credit;


(iv)          
any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit,
or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Lender
may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of Credit or the proceeds thereof
(or any Persons for whom any such transferee may be acting), the Administrative Agent or its Affiliates, any Issuing Lender or its Affiliates,
or any Lender or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated
transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which
any Letter of Credit was procured);


(v)            
the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of
or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document
presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or
the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Issuing Lender or any
of the Issuing Lender’s Affiliates has been notified thereof;


(vi)          
payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate
or other document which does not comply with the terms of such Letter of Credit;






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(vii)        
the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any
transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic
of any property or services relating to a Letter of Credit;


(viii)      
any failure by the Issuing Lender or any of the Issuing Lender’s Affiliates to issue any Letter of Credit in substantially
the form requested by any Loan Party, unless the Issuing Lender has received written notice from such Loan Party of such failure within
three Business Days after the Issuing Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of
Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;


(ix)          
any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan
Party or Subsidiaries of a Loan Party;


(x)            
any breach of this Agreement or any other Loan Document by any party thereto;


(xi)          
the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;


(xii)        
the fact that an Event of Default or a Potential Default shall have occurred and be continuing;


(xiii)      
the fact that the Expiration Date applicable to the Revolving Credit Commitments shall have passed or this Agreement or the Commitments
hereunder shall have been terminated; and


(xiv)      
any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.


		2.9.8	Indemnity.



In addition to amounts payable as provided in
Section 10.3, the Borrowers hereby agree (subject to Section 10.18 for the avoidance of doubt, if applicable) to protect, indemnify, pay
and save harmless the Administrative Agent and any of Administrative Agent’s Affiliates and each Issuing Lender and any of the Issuing
Lenders’ respective Affiliates (collectively, the “Letter of Credit Parties”), that has issued a Letter of Credit
from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and
expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which any of the Letter
of Credit Parties may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than
as a sole result of (i) the gross negligence or willful misconduct of any of the Letter of Credit Parties as determined by a final
judgment of a court of competent jurisdiction or (ii) the wrongful dishonor by any of the Letter of Credit Parties of a proper demand
for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful,
of any present or future de jure or de facto government or Official Body.






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		2.9.9	Liability for Acts and Omissions.



As between any Loan Party and the Issuing Lender,
or the Issuing Lender’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of
Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing
Lender shall not be responsible for any of the following including any losses or damages to any Loan Party or other Person or property
relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party
in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects
invalid, insufficient, inaccurate, fraudulent or forged (even if the Issuing Lender or its Affiliates shall have been notified thereof);
(ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter
of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective
for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit
may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any
Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Loan Party and
any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation
of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under
any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of
the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the
Issuing Lender or its Affiliates, as applicable, including any act or omission of any Official Body, and none of the above shall affect
or impair, or prevent the vesting of, any of the Issuing Lender’s or its Affiliates, rights or powers hereunder. Nothing in the
preceding sentence shall relieve the Issuing Lender from liability for the Issuing Lender’s gross negligence or willful misconduct
in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the Issuing Lender
or its Affiliates, be liable to any Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or
expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property
relating to a Letter of Credit.


Without limiting the generality of the foregoing,
the Issuing Lender and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the Issuing
Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor
any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant
Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant
to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the
same extent as if such presentation had initially been honored, together with any interest paid by the Issuing Lender or its Affiliate;
(iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such
statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for
any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit;






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(v) may pay
any paying or negotiating bank claiming that it rightfully honored under the Laws or practices of the place where such bank is located;
and (vi) may settle or adjust any claim or demand made on the Issuing Lender or its Affiliate in any way related to any order issued
at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document
(each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order,
notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with
such Letter of Credit.


In furtherance and extension and not in limitation
of the specific provisions set forth above, any action taken or omitted by the Issuing Lender or its Affiliates, under or in connection
with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall
not put the Issuing Lender or its Affiliates, under any resulting liability to the Borrowers or any Lender.


		2.9.10	Issuing Lender Reporting Requirements.



The Issuing Lender shall, on the first Business
Day of each month, provide to Administrative Agent and Borrowers a schedule of the Letters of Credit issued by it, in form and substance
satisfactory to Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount
(if any), and the expiration date of any Letter of Credit outstanding at any time during the preceding month, and any other information
relating to such Letter of Credit that the Administrative Agent may request.


		2.10	Currency Repayments.



Notwithstanding anything contained herein to
the contrary, the entire amount of principal of and interest on any Revolving Credit Loan made in an Optional Currency shall be repaid
in the same Optional Currency in which such Revolving Credit Loan was made, provided, however, that if it is impossible
or illegal for the Borrowers to effect payment of a Revolving Credit Loan in the Optional Currency in which such Revolving Credit Loan
was made, or if the Borrowers default in their obligations to do so, the Required Lenders may at their option permit such payment to be
made (i) at and to a different location, subsidiary, affiliate or correspondent of Administrative Agent, (ii) in the Equivalent
Amount of Dollars or (iii) in an Equivalent Amount of such other currency (freely convertible into Dollars) as the Required Lenders
may solely at their option designate. Upon any events described in (i) through (iii) of the preceding sentence, the Borrowers shall make
such payment, and the Borrowers agree to indemnify and hold each Lender harmless from and against any loss incurred by any Lender arising
from the cost to such Lender of any premium, any costs of exchange, the cost of hedging and covering the Optional Currency in which such
Revolving Credit Loan was originally made, and from any change in the value of Dollars, or such other currency, in relation to the Optional
Currency that was due and owing. Such loss shall be calculated for the period commencing with the first day of the Interest Period for
such Revolving Credit Loan and continuing through the date of payment thereof. Without prejudice to the survival of any other agreement
of the Borrowers hereunder, the Borrowers’ obligations under this Section 2.10 shall survive termination of this Agreement.






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		2.11	Optional Currency Amounts.



Notwithstanding anything contained herein to
the contrary, the Administrative Agent may, with respect to notices by the Borrowers for Revolving Credit Loans in an Optional Currency
or voluntary prepayments of less than the full amount of an Optional Currency Borrowing Tranche, engage in reasonable rounding of the
Optional Currency amounts requested to be loaned or repaid; and, in such event, the Administrative Agent shall promptly notify the Borrowers
and the Lenders of such rounded amounts and the Borrowers’ request or notice shall thereby be deemed to reflect such rounded amounts.


		2.12	Reduction of Commitment.



The Company, on behalf of all Borrowers, shall
have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Administrative Agent to
permanently reduce, in whole multiples of $5,000,000.00 of principal, or terminate the Revolving Credit Commitments without penalty or
premium, except as hereinafter set forth, provided that any such reduction or termination shall be accompanied by (a) the
payment in full of any Commitment Fee then accrued on the amount of such reduction or termination and (b) prepayment of the Revolving
Credit Loans, together with the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section
4.8 hereof), to the extent that the Dollar Equivalent Revolving Facility Usage then outstanding exceeds the Revolving Credit Commitments
as so reduced or terminated; provided, that any such termination or reduction may be conditioned on the occurrence of any subsequent
event (including a change of control or refinancing transaction). From the effective date of any such reduction or termination the obligations
of the Borrowers to pay the Commitment Fee pursuant to Section 2.3 shall correspondingly be reduced or cease.


		2.13	Defaulting Lenders.



Notwithstanding any provision of this Agreement
to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a
Defaulting Lender:


(i)             
fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3;


(ii)           
the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders
have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section
10.1); provided, that this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or
other modification requiring the consent of such Lender or each Lender directly affected thereby;


(iii)         
if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a Defaulting Lender,
then:


(a)            
all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated
among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Dollar Equivalent
Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments, and (y) no
Potential Default or Event of Default has occurred and is continuing at such time;






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(b)            
if the reallocation described in clause (a) above cannot, or can only partially, be effected, the Borrowers shall within one (1)
Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second,
cash collateralize for the benefit of the Issuing Lender the Borrowers’ obligations corresponding to such Defaulting Lender’s
Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in a deposit account held
at the Administrative Agent for so long as such Letter of Credit Obligations are outstanding;


(c)            
if the Borrowers cash collateralize any portion of such Defaulting Lender’s Letter of Credit Obligations pursuant to clause
(b) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.9.2 with respect to such
Defaulting Lender’s Letter of Credit Obligations during the period such Defaulting Lender’s Letter of Credit Obligations are
cash collateralized;


(d)            
if the Letter of Credit Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (a) above, then the fees payable
to the Lenders pursuant to Section 2.9.2 shall be adjusted in accordance with such non-Defaulting Lenders’ Ratable Share; and


(e)            
if all or any portion of such Defaulting Lender’s Letter of Credit Obligations are neither reallocated nor cash collateralized
pursuant to clause (a) or (b) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder,
all Letter of Credit Fees payable under Section 2.9.2 with respect to such Defaulting Lender’s Letter of Credit Obligations shall
be payable to the Issuing Lender (and not to such Defaulting Lender) until and to the extent that such Letter of Credit Obligations are
reallocated and/or cash collateralized; and


(iv)          
so long as such Lender is a Defaulting Lender, PNC shall not be required to fund any Swing Loans and the Issuing Lender shall not
be required to issue, amend or increase any Letter of Credit, unless such Issuing Lender is satisfied that the related exposure and the
Defaulting Lender’s then outstanding Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments of the
non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.13(iii)(b), and participating
interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders
in a manner consistent with Section 2.13(iii)(a) (and such Defaulting Lender shall not participate therein).


If (i) a Bankruptcy Event or a Bail-In Action with respect
to a parent company of any Lender shall occur following the date hereof and for so long as such event shall continue, or (ii) PNC
or the Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements
in which such Lender commits to extend credit, PNC shall not be required to fund any Swing Loan and the Issuing Lender shall not be required
to issue, amend or increase any Letter of Credit, unless PNC or the Issuing Lender, as the case may be, shall have entered into arrangements
with the Borrowers or such Lender, satisfactory to PNC or the Issuing Lender, as the case may be, to defease any risk to it in respect
of such Lender hereunder.






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In the event that the Administrative Agent, the Borrowers, PNC and
the Issuing Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting
Lender, then the Administrative Agent will so notify the parties hereto, and the Ratable Share of the Swing Loans and Letter of Credit
Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment, and on such date such Lender
shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may
be necessary in order for such Lender to hold such Loans in accordance with its Ratable Share; provided, however, that except
to the extent otherwise expressly agreed in writing by the affected parties, no change hereunder from Defaulting Lender to non-defaulting
Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.


		2.14	[Reserved].



		2.15	Term Loan Repayment Terms.



The principal amount of the Term Loans shall
be payable by the Borrowers, jointly and severally, subject to Section 10.18 (if applicable), in consecutive quarterly installments of
principal, with each such quarterly installment to be in an amount equal to 1.25% of the initial funded amount of the Initial Term Loans
(as such quarterly installment amounts may be reduced or eliminated pursuant to Section 4.4 or Section 4.5), on each Payment Date through
and including the Expiration Date applicable to the Term Loans, upon which date all remaining principal on the Term Loans, to the extent
not previously paid, is due and payable. Notwithstanding anything contained herein to the contrary, the entire amount of principal of
and interest on the Term Loans shall be repaid in Euros.


3. INTEREST RATES


		3.1	Interest Rate Options.



The Borrowers shall pay interest in respect
of the outstanding unpaid principal amount of the Revolving Credit Loans as selected by them from the Base Rate Option, Euro-Rate Option,
or EURIBOR Rate Option set forth below applicable to the Revolving Credit Loans, it being understood that, subject to the provisions of
this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the
Revolving Credit Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect
to all or any portion of the Revolving Credit Loans comprising any Borrowing Tranche. Interest on the principal amount of each Revolving
Credit Loan made in an Optional Currency shall be paid by the Borrowers in such Optional Currency. Swing Loans shall bear interest at
a rate to be agreed upon by the Administrative Agent and the Company, on behalf of all Borrowers. The Borrowers shall pay interest in
respect of the outstanding unpaid principal amount of the Term Loans pursuant to the EURIBOR Rate Option set forth below applicable to
the Term Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Periods
to apply simultaneously to the Term Loans comprising different Borrowing Tranches and may renew the EURIOBOR Rate Option with respect
to the Term Loans comprising any Borrowing Tranche.






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At no time shall there be outstanding more than ten (10) Borrowing Tranches in the
aggregate among all of the Loans. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s
highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate.


		3.1.1	Revolving Credit Interest Rate Options.



The Borrowers shall have the right to select from
the following Interest Rate Options applicable to the Revolving Credit Loans (subject to the provisions above regarding Swing Loans),
except that no Revolving Credit Loan to which a Base Rate shall apply may be made in an Optional Currency:


(i)             
Revolving Credit Base Rate Option. A fluctuating rate per annum (computed on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically
from time to time effective as of the effective date of each change in the Base Rate;


(ii)           
Revolving Credit Euro-Rate Option. A rate per annum (computed on the basis of a year of 360 days and actual days elapsed,
provided that, for Revolving Credit Loans made in an Optional Currency as to which market practice differs from the foregoing, in accordance
with such market practice), equal to the Euro-Rate plus the Applicable Margin; or


(iii)         
Revolving Credit EURIBOR Rate Option. A rate per annum (computed on the basis of 360 days and actual days elapsed, provided
that, for Revolving Credit Loans made in Euros as to which market practice differs from the foregoing, in accordance with such market
practice), equal to the EURIBOR Rate plus the Applicable Margin.


		3.1.2	Term Loan Interest Rate Option.



The Term Loans shall bear interest at a rate per
annum (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed, provided that, if the market practice
differs from the foregoing at any time for loans made in Euros, in accordance with such market practice) equal to the EURIBOR Rate plus
the Applicable Margin.


		3.1.3	Rate Quotations.



The Borrowers may call the Administrative Agent
on or before the date on which a Loan Request is to be delivered to receive an indication of the interest rates and the applicable currency
exchange rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative Agent or the Lenders
nor affect the rate of interest or the calculation of Equivalent Amounts which thereafter are actually in effect when the election is
made.






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		3.2	Interest Periods.



At any time when the Borrowers shall select,
convert to or renew a Euro-Rate Option or EURIBOR Rate Option, the Borrowers shall notify the Administrative Agent thereof by delivering
a Loan Request at least four (4) Business Days prior to the effective date of such Interest Rate Option with respect to Revolving Credit
Loans, with respect to an Optional Currency Loan and/or a Term Loan, and three (3) Business Days prior to the effective date of such Interest
Rate Option, with respect to a Revolving Credit Loan denominated in Dollars. The notice shall specify an Interest Period during which
such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions shall apply to any selection of,
renewal of, or conversion to a Euro-Rate Option or EURIBOR Rate Option:


		3.2.1	Amount of Borrowing Tranche.



The Dollar Equivalent amount of each Borrowing
Tranche of Euro-Rate Revolving Credit Loans or EURIBOR Revolving Credit Loans shall be in integral multiples of $100,000.00 and not less
than $2,000,000.00 and the amount of each Borrowing Tranche of Term Loans shall be in integral multiples of €100,000.00 and not less
than €2,000,000.00.


		3.2.2	Renewals.



In the case of the renewal of a Euro-Rate Option
or EURIBOR Rate Option at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding
Interest Period, without duplication in payment of interest for such day.


		3.2.3	No Conversion of Optional Currency Loans.



No Optional Currency Loan may be converted into
a Revolving Credit Loan with a different Interest Rate Option, or a Revolving Credit Loan denominated in a different Optional Currency.


		3.2.4	SONIA Daily Rate.



Notwithstanding anything to the
contrary herein, with respect to SONIA Daily Rate Loans and for any Interest Period, the SONIA Daily Rate shall not be fixed for the term
of such Interest Period, and any change in the SONIA Daily Rate (or any component thereof) shall take effect at the opening of business
on the day such change occurs.


 


		3.3	Interest After Default.



To the extent permitted by Law, upon the occurrence
of an Event of Default and until such time such Event of Default shall have been cured or waived, at the discretion of the Administrative
Agent or upon written demand by the Required Lenders to the Administrative Agent:






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		3.3.1	Letter of Credit Fees, Interest Rate.



The Letter of Credit Fees and the rate of interest
for each Loan otherwise applicable pursuant to Section 2.9.2 or Section 3.1, respectively, shall at the request of the Administrative
Agent be increased, by 2.0% per annum; and


		3.3.2	Other Obligations.



Each other Obligation hereunder if not paid when
due shall bear interest at a rate per annum equal to the sum of the rate of interest applicable under the Base Rate Option plus an additional
2.0% per annum from the time such Obligation becomes due and payable and until it is paid in full.


		3.3.3	Acknowledgment.



The Borrowers acknowledges that the increase in
rates referred to in this Section 3.3 reflects, among other things, the fact that such Loans or other amounts have become a substantially
greater risk given their default status and that the Lenders are entitled to additional compensation for such risk; and all such interest
shall be payable by the Borrowers upon demand by the Administrative Agent.


		3.4	Euro-Rate or EURIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.



		3.4.1	Unascertainable.



If on any date on which a Euro-Rate or EURIBOR
Rate would otherwise be determined, the Administrative Agent shall have determined that:


(i)             
adequate and reasonable means do not exist for ascertaining such Euro-Rate or EURIBOR Rate, as applicable, or


(ii)           
a contingency has occurred affecting the Relevant Interbank Market relating to the Euro-Rate or EURIBOR Rate, as applicable, and
reasonable and adequate means do not exist for ascertaining the Euro-Rate or EURIBOR Rate, as applicable, for such Interest Period, the
Administrative Agent and Borrowers shall have the rights specified in Sections 3.4.4, 3.4.5 and 4.4.2 (as applicable).


		3.4.2	Illegality; Increased Costs; Deposits Not Available.



If at any time any Lender shall have determined
that:


(i)             
the making, maintenance or funding of any Loan to which a Euro-Rate Option or EURIBOR Rate Option applies or performing any of
its obligations hereunder or under any Loan Document has been made impracticable or unlawful by compliance by such Lender in good faith
with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body
(whether or not having the force of Law), or






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(ii)           
such Euro-Rate Option or EURIBOR Rate Option, as applicable, will not adequately and fairly reflect the cost to such Lender of
the establishment or maintenance of any such Loan,


(iii)         
after making all reasonable efforts, deposits of the relevant amount in Dollars or in the Optional Currency (as applicable) for
the relevant Interest Period for a Revolving Credit Loan, or to banks generally, to which a Euro-Rate Option or EURIBOR Rate Option applies,
respectively, are not available to such Lender with respect to such Loan, or to banks generally, in the interbank eurodollar market, or


(iv)          
after making all reasonable efforts, deposits of the relevant amount in Euros for the relevant Interest Period for a Term Loan,
or to banks generally to which a Euro-Rate Option or EURIBOR Rate Option applies, respectively, are not available to such Lender with
respect to such Term Loan, or to banks generally, in the interbank eurodollar market, then the Administrative Agent and Borrowers shall
have the rights specified in Sections 3.4.4, 3.4.5 and 4.4.2 (as applicable).


		3.4.3	Optional Currency Not Available.



If at any time the Administrative Agent shall
have determined that a fundamental change has occurred in the foreign exchange or interbank markets with respect to any Optional Currency
(including, without limitation, changes in national or international financial, political or economic conditions or currency exchange
rates or exchange controls), then (i) the Administrative Agent shall notify the Borrower of any such determination, and (ii) the
Administrative Agent shall have the rights specified in Section 3.4.4 or 3.4.5, as applicable.


		3.4.4	Benchmark Replacement Setting.



3.4.4.1           
Announcements Related to LIBOR. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR (the “IBA”)
and the U.K. Financial Conduct Authority, the regulatory supervisor for the IBA, announced in a public statement the future cessation
or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12-month Euro-Rate tenor settings
for U.S. Dollars (collectively, the “Cessation Announcements”). The parties hereto acknowledge that, as a result of
the Cessation Announcements, a Benchmark Transition Event occurred on March 5, 2021 with respect to the Euro-Rate for U.S. Dollars under
clauses (1) and (2) of the definition of Benchmark Transition Event; provided however, no related Benchmark Replacement Date has occurred
as of the date hereof.


3.4.4.2           
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement
executed in connection with an Interest Rate, Currency and Commodity Hedge shall be deemed not to be a “Loan Document” for
purposes of this Section 3.4.4), if, at any time after the Fourth Restatement Effective Date, a Benchmark Transition Event, an Early Opt-in
Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference
Time in respect of any setting of the then-current Benchmark for any Currency, then (x) if a Benchmark Replacement is determined in accordance
with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date,






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such Benchmark Replacement
will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent
Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document
and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of any Benchmark setting at or after 5:00 p.m. (Pittsburgh time) on the fifth (5th) Business Day after the date notice
of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to,
this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection
to such Benchmark Replacement from Lenders comprising the Required Lenders.


3.4.4.3           
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative
Agent (in consultation with the Company) will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes
will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.


3.4.4.4           
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the
Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark
Rate Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii)
the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant
to Section 3.4.4.5 below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or
election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.4.4
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error
and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document,
except, in each case, as expressly required pursuant to this Section 3.4.4.


3.4.4.5           
Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at
any time (including in connection with the implementation of a Benchmark Replacement) and for Euro-Rate Loans or EURIBOR Rate Loans in
any Currency, (i) if the then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen
or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion
or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information
announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition
of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such
unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed
on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement
that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may
modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after
such time to reinstate such previously removed tenor.






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3.4.4.6           
Benchmark Unavailability Period. Upon any Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period, such Borrower may revoke any request for a Loan bearing interest based on the Euro-Rate or EURIBOR Rate, as applicable, conversion
to or continuation of Loans bearing interest based on the Euro-Rate or EURIBOR Rate, as applicable, to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Euro-Rate Loan in Dollars, such
Borrower will be deemed to have converted any such request into a request for a Loan or conversion to Loans bearing interest under the
Base Rate Option and (B) in the case of any request for a Euro-Rate Loan or EURIBOR Rate Loan in an Optional Currency, then such request
shall be ineffective and (ii) (A) any outstanding affected Euro-Rate Loans denominated in Dollars will be deemed to have been converted
into Loans bearing interest under the Base Rate Option at the end of the applicable Interest Period and (B) any outstanding affected Euro-Rate
Loans or EURIBOR Rate Loans denominated in an Optional Currency, at such Borrower’s election, shall either (1) be converted into
Loans bearing interest under the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Optional
Currency) at the end of the applicable Interest Period or (2) be prepaid at the end of the applicable Interest Period in full; provided
that if no election is made by such Borrower by the earlier of (x) the date that is three Business Days after receipt by such Borrower
of such notice and (y) the last day of the current Interest Period for the applicable Euro-Rate Loan or EURIBOR Rate Loan, such Borrower
shall be deemed to have elected clause (1) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark,
as applicable, will not be used in any determination of the Base Rate.


3.4.4.7           
Term SOFR Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to
the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to
the Reference Time in respect of any setting of the then-current Benchmark, then (i) the applicable Benchmark Replacement will replace
the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting (the “Secondary
Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any
other party to, this Agreement or any other Loan Document; and (ii) Loans denominated in Dollars outstanding on the Secondary Term SOFR
Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted to Loans denominated in Dollars
bearing interest at the Benchmark Replacement with a tenor approximately the same length as the interest payment period of the then-current
Benchmark; provided that, this paragraph 3.4.4.7 shall not be effective unless the Administrative Agent has delivered to the Lenders and
the Borrowers a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice
after a Term SOFR Transition Event and may do so in its sole discretion.






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		3.4.5	Administrative Agent’s and Lender’s Rights.



In the case of any event specified in Section
3.4.1 above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the case of an event specified
in Section 3.4.2 or 3.4.3 above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice
as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate
to the other Lenders and the Borrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date
such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such
Lender, in the case of such notice given by such Lender, to allow the Borrowers to (i) select, convert to or renew a Euro-Rate Option
or EURIBOR Rate Option, as applicable, with respect to Loans or (ii) select an Optional Currency (as applicable) with respect to
Revolving Credit Loans shall be suspended until the Administrative Agent shall have later notified the Borrowers, or such Lender shall
have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination
that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination
under Section 3.4.1 and the Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal
of a Euro-Rate Option or EURIBOR Rate Option, as applicable, with respect to Revolving Credit Loans and such Interest Rate Option has
not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option
otherwise available with respect to such Revolving Credit Loans. If at any time the Administrative Agent makes a determination under Section
3.4.1 and the Borrowers have previously notified the Administrative Agent of its renewal of a EURIBOR Rate Option with respect to a Term
Loan and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for conversion to the Foreign
Base Rate. If any Lender notifies the Administrative Agent of a determination under Section 3.4.2, the obligation of such Lender to issue,
make, maintain, fund or charge interest with respect to any such Revolving Credit Loan shall be suspended, and to the extent required
by applicable Law, cancelled, and the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 4.8,
as to any Revolving Credit Loan of the Lender to which a Euro-Rate Option or EURIBOR Rate Option, as applicable, applies, on the date
specified in such notice either, at the Borrowers’ option (i) as applicable, convert such Revolving Credit Loan to the Base
Rate Option otherwise available with respect to such Revolving Credit Loan or select a different Optional Currency or Dollars, or (ii) prepay
such Revolving Credit Loan in accordance with Section 4.4. Absent due notice from the Borrowers of conversion or prepayment, such Revolving
Credit Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Revolving Credit Loan upon
such specified date. If any Lender notifies the Administrative Agent of a determination under Section 3.4.2, the obligation of such Lender
to issue, make, maintain, fund or charge interest with respect to any such Term Loan shall be suspended, and to the extent required by
applicable Law, cancelled, and the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 4.8 on the
date specified in such notice either, at the Borrowers’ option, (i) as applicable, convert such Term Loan to Foreign Base Rate
Loans, or (ii) prepay such Term Loan in accordance with Section 4.4. Absent due notice from the Borrowers of conversion or prepayment,
such Term Loan shall automatically be converted to a Foreign Base Rate Loan upon such specified date.






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If the Administrative Agent makes
a determination under 3.4.3 then, until the Administrative Agent notifies the Borrowers that the circumstances giving rise to such determination
no longer exist, (i) the availability of Revolving Credit Loans in the affected Optional Currency shall be suspended, and (ii) the
outstanding Revolving Credit Loans in such affected Optional Currency shall be converted into Dollar Loans (in an amount equal to the
Dollar Equivalent of such outstanding Optional Currency Loans) (x) on the last day of the then current Interest Period if the Lenders
may lawfully continue to maintain Revolving Credit Loans in such Optional Currency to such day, or (y) immediately if the Lenders
may not lawfully continue to maintain Revolving Credit Loans in such Optional Currency, and interest thereon shall thereafter accrue at
the Base Rate Option.


		3.5	[Reserved]



		3.6	Selection of Interest Rate Options.



If the Borrowers fail to select a new Interest
Period or Optional Currency to apply to any Borrowing Tranche of Revolving Credit Loans under the Euro-Rate Option or EURIBOR Rate Option
or fail to select a new Interest Period to apply to any Borrowing Tranche of Term Loans under the EURIBOR Rate Option at the expiration
of an existing Interest Period applicable to such Borrowing Tranche in accordance with the provisions of Section 3.2, the Borrowers shall
be deemed to have converted or continued, as applicable, such Borrowing Tranche of Revolving Credit Loans under the Euro-Rate Option or
EURIBOR Rate Option and/or such Borrowing Tranche of Term Loans under the EURIBOR Rate Option for an Interest Period of one (1) month
and, if required by the Administrative Agent with respect to Revolving Credit Loans, converted such Borrowing Tranche to a Revolving Credit
Loan in Dollars, as applicable, commencing upon the last day of the existing Interest Period.


		3.7	Canadian Interest Act Disclosure.



For purposes of the Interest Act (Canada):
(i) whenever any interest or fee under this Agreement is calculated on the basis of a period of time other than a calendar year,
such rate used in such calculation, when expressed as an annual rate, is equivalent to (x) such rate, multiplied by (y) the
actual number of days in the calendar year in which the period for which such interest or fee is calculated ends, and divided by (z) the
number of days in such period of time, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation
under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective
rates or yields and the parties acknowledge that they are capable of making the calculations necessary to compare such rates.


		3.8	Canadian Usury Provision.



If any provision of this Agreement would oblige
a Canadian Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would
be prohibited by Law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms
are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been
adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable
Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected,
to the extent necessary (but only to the extent necessary), as follows:






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(i)             
first, by reducing the amount or rate of interest; and


(ii)           
thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute
interest for purposes of Section 347 of the Criminal Code (Canada).


		3.9	Maltese Usuary Provision.



If any provision of this Agreement would oblige
a Maltese Borrower to make any payment of interest which would be prohibited by the laws of Malta, then notwithstanding such provision,
such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case
may be, as would not be so prohibited by the applicable laws of Malta with any excess paid to be deducted from the principal.


4. PAYMENTS


		4.1	Payments.



All payments and prepayments to be made in respect
of principal, interest, Commitment Fees, Term Loan Commitment Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees
or amounts due from the Borrowers hereunder shall be payable prior to 1:00 p.m., Pittsburgh time, on the date when due without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrowers, and without set-off, counterclaim or
other deduction of any nature (other than withholding, if applicable, pursuant to Section 4.7.1), and an action therefor shall immediately
accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the account of PNC with respect to the Swing
Loans, for the ratable accounts of the Lenders with respect to the Revolving Credit Loans in Dollars (except that payments of principal
or interest shall be made in the currency in which such Loan was made) and for the ratable accounts of the Lenders with respect to the
Term Loans in Euros, and in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders
in immediately available funds, provided that in the event payments are received by 1:00 p.m., Pittsburgh time, by the Administrative
Agent with respect to the Loans and such payments are not distributed to the Lenders on the same day received by the Administrative Agent,
the Administrative Agent shall pay the Lenders interest at the Federal Funds Effective Rate in the case of Loans or other amounts due
in Dollars, or the Overnight Rate in the case of Loans or other amounts due in Euros or another Optional Currency, with respect to the
amount of such payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s
and each Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as
the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement (including the Equivalent
Amounts of the applicable currencies where such computations are required) and shall be deemed an “account stated.” All payments
of principal and interest made in respect of the Loans must be repaid in the same currency (whether Dollars, Euros or the applicable Optional
Currency) in which such Loan was made and all Unpaid Drawings with respect to each Letter of Credit shall be made in the same currency
(whether Dollars, Euros or the applicable Optional Currency) in which such Letter of Credit was issued.






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		4.2	Pro Rata Treatment of Lenders.



Each borrowing of Revolving Credit Loans and
Term Loans shall be allocated to each Lender according to its Ratable Share, and each selection of, conversion to or renewal of any Interest
Rate Option with respect to each Revolving Credit Loan, and each renewal of an Interest Period with respect to the Term Loans, and each
payment or prepayment by the Borrowers with respect to principal, interest, Commitment Fees, Term Loan Commitment Fees, Letter of Credit
Fees, or other fees (except for the Administrative Agent’s Fee and the Issuing Lender’s fronting fee for Letters of Credit
referred to in Section 2.9.2) or amounts due from the Borrowers hereunder to the Lenders with respect to the Loans, shall be made in proportion
to the applicable Loans outstanding from each Lender and, if no such Loans are then outstanding, in proportion to the Ratable Share, as
applicable of each Lender. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrowers of principal,
interest, fees or other amounts from the Borrowers with respect to Swing Loans shall be made by or to PNC.


		4.3	Interest Payment Dates.



Interest on Revolving Credit Loans to which
the Base Rate Option applies shall be due and payable in arrears on each Payment Date and on the Expiration Date applicable to the Revolving
Credit Commitments or upon acceleration of the Notes. Interest on Loans to which the Euro-Rate Option or EURIBOR Rate Option applies shall
be due and payable in the currency in which such Loan was made on the last day of each Interest Period for those Loans and, if such Interest
Period is longer than three (3) Months, also on the 90th day of such Interest Period. Interest on mandatory prepayments of principal under
Section 4.5 shall be made in the currency in which such Loan was made and shall be due on the date such mandatory prepayment is due. Interest
on the principal amount of each Loan or other monetary Obligation shall be due and payable in the currency in which such Loan was made
on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the Expiration Date applicable
to the Revolving Credit Commitments, stated maturity date, upon acceleration or otherwise).


		4.4	Voluntary Prepayments; Replacement of Lender; Change of Lending Office.



		4.4.1	Right to Prepay.



The Borrowers shall have the right, at their option,
from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2, Section 4.6.1
or Section 4.8) in the currency in which such Loan was made:


(i)             
at any time with respect to any Revolving Credit Loan to which the Base Rate Option applies,






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(ii)           
at any time with respect to any Revolving Credit Loan in any Optional Currency, subject to Section 4.8,


(iii)         
at any time with respect to Revolving Credit Loans to which a Euro-Rate Option applies, subject to Section 4.8,


(iv)          
at any time with respect to Revolving Credit Loans to which a EURIBOR Rate Option applies, subject to Section 4.8,


(v)            
at any time with respect to Term Loans to which a EURIBOR Rate Option applies, subject to Section 4.8,


(vi)          
on the date specified in a notice by any Lender pursuant to Section 3.4 with respect to any Loan to which a Euro-Rate Option or
EURIBOR Rate Option applies.


Whenever the Borrowers desire to prepay any part
of the Loans, the Company, on behalf of all Borrowers, shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Pittsburgh
time: (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans made in Dollars and (ii) at
least four (4) Business Days prior to the date of prepayment of any Revolving Credit Loans in an Optional Currency or the Term Loans,
and (iii) on the date of prepayment of Swing Loans, in each case setting forth the following information:


(w)       the
date, which shall be a Business Day, on which the proposed prepayment is to be made;


(x)       a
statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loans;


(y)       the
Borrowing Tranche designated for prepayment, if applicable; and


(z)       the
total principal amount and currency of such prepayment, (1) with respect to Revolving Credit Loans, the Dollar Equivalent amount
of which shall not be less than $100.000.00 for any Swing Loan or $1,000,000.00 or such lesser amount as may be outstanding or (2) with
respect to the Term Loan shall not be less than €1,000,000.00 or such lesser amount as may be outstanding.


All prepayment notices shall be irrevocable; provided,
that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a change of control, refinancing
transaction or Permitted Acquisition or other investment). The principal amount of the Loans for which a prepayment notice is given, together
with interest on such principal amount except with respect to Revolving Credit Loans to which the Base Rate Option applies, shall be due
and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made in the currency
in which such Loans was made. All Term Loan prepayments permitted pursuant to this Section 4.4.1 shall be applied as the Borrowers shall
direct (or in the absence of any such direction, to the unpaid installments of principal of the Term Loans in direct order of maturity).






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If the Borrowers prepay a Loan but fails to specify the applicable Borrowing Tranche which the Borrowers are prepaying, the prepayment
shall be applied (i) first to Revolving Credit Loans and then to Term Loans; and (ii) after giving effect to the allocations
in clause (i) above and in the preceding sentence, first to Revolving Credit Loans to which the Base Rate Option applies, then to Revolving
Credit Loans to which the Euro-Rate Option applies, then to Revolving Credit Loans to which the EURIBOR Rate Option applies, then to the
Term Loans to which the EURIBOR Rate Option applies, then to Optional Currency Loans and then to Swing Loans. Any prepayment hereunder
shall be subject to the Borrowers’ Obligation to indemnify the Lenders under Section 4.8. Revolving Credit Loan prepayments shall
not result in an reduction of the Revolving Credit Commitments unless the Borrowers have elected to reduce such Revolving Credit Commitments
pursuant to Section 2.12. Prepayments shall be made in the currency in which such Loan was made unless otherwise agreed by the Administrative
Agent and the Borrower Agent.


		4.4.2	Mitigation Obligations; Replacement of a Lender.



In the event any Lender (i) gives notice
under Section 3.4.1, (ii) requests compensation under Section 4.6.1, or requires the Borrowers to pay any Indemnified Taxes or additional
amount to any Lender or any Official Body for the account of any Lender pursuant to Section 4.7, (iii) is a Defaulting Lender, (iv) becomes
subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting Lender referred
to in Section 10.1 (any occurrence under the foregoing clauses (i) through (v) being referred to in this Section 4.4.1 as a “Defaulting
Lender Event”), then the Borrowers may, in their discretion and at their sole expense, within ninety (90) days after the occurrence
of the applicable Defaulting Lender Event (and if there are multiple Defaulting Lender Events, within ninety (90) days of the first such
Defaulting Lender Event to occur), upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.11), all of its
interests, rights (other than existing rights to payments pursuant to Section 4.6 or 4.7) and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:


(i)             
the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.11;


(ii)           
such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Participation Advances,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 2.9.8) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers
(in the case of all other amounts);


(iii)         
in the case of any such assignment resulting from a claim for compensation under Section 4.6 or payments required to be made pursuant
to Section 4.7, such assignment will result in a reduction in such compensation or payments thereafter;


(iv)          
such assignment does not conflict with applicable Law.






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A Lender shall not be required to make any such
assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers
to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a replacement of the Administrative Agent may
only be effectuated pursuant to Section 9.10.


In connection with the Borrowers’ exercise
of their rights under this Section 4.4.2, the Revolving Credit Commitment or Term Loan Commitment (as applicable) of the applicable Defaulting
Lender may be provided by one or more of the remaining Lenders (who are not then Defaulting Lenders) or an acceptable new bank(s) or financial
institution(s) which shall be approved by the Administrative Agent in its reasonable discretion without unreasonable delay. Each new lender
committing to a Revolving Credit Commitment or Term Loan Commitment (as applicable) in connection therewith shall join this Agreement
as a Lender by entering into a bank joinder and assumption agreement in form and substance reasonably satisfactory to the Administrative
Agent, setting forth the Revolving Credit Commitment or Term Loan Commitment (as applicable) of such new lender, pursuant to which such
new lender will become a Lender as of the effective date thereof.


		4.4.3	Change of Lending Office.



If any Lender requests compensation under Section
3.4.2, or the Borrowers are or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Official Body
for the account of any Lender pursuant to this Agreement, then such Lender shall (at the request of the Borrowers) use reasonable efforts
to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to this Agreement, in the future, and (ii) would not subject such Lender to any material
unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender.


		4.5	Mandatory Prepayments.



		4.5.1	Currency Fluctuations.



If, on any Computation Date, the sum of the Dollar
Equivalent Revolving Facility Usage is greater than the Revolving Credit Commitments as a result of a change in exchange rates between
one (1) or more Optional Currencies and Dollars by an amount greater than 5%, then the Administrative Agent shall notify the Borrowers
of the same. The Borrowers shall pay or prepay the Revolving Credit Loans (subject to Borrowers’ indemnity obligations contained
in this Agreement, including, without limitation, under Section 4.6 or 4.8) or Swing Loans within three (3) Business Days after receiving
such notice such that the sum of the Dollar Equivalent Revolving Facility Usage no longer exceeds the aggregate Revolving Credit Commitments.
All prepayments required pursuant to this Section 4.5.1 shall first be applied among the Interest Rate Options to the principal amount
of the Revolving Credit Loans subject to the Base Rate Option, then to Revolving Credit Loans denominated in Dollars and subject to a
Euro-Rate Option and then to Revolving Credit Loans of Optional Currencies subject to the Euro-Rate Option or EURIBOR Rate Option, and
the Borrowers will be subject to the indemnity obligation set forth in Section 4.8.






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		4.5.2	Sale of Assets.



Subject to Section 4.5.6 below, within five (5)
Business Days of the receipt of cash proceeds from any sale or other disposition of assets authorized by Section 7.2.7(v) and/or 7.2.7(vi),
in each case resulting in net cash proceeds exceeding $50,000,000.00, the Borrowers shall make a mandatory prepayment of the principal
amount of Term Loans equal to such amount in excess of $50,000,000, together with accrued interest on such principal amount; provided
that if the Borrower Agent shall deliver a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrowers’
intent to reinvest such proceeds in assets useful in the business of the Borrower or any Subsidiary within twelve (12) months of the receipt
of such proceeds, such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not
so reinvested within such twelve (12) month period; and provided further, however, that any net cash proceeds not so reinvested at the
end of such twelve (12) month period shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 4.5.2.


		4.5.3	Issuance of Indebtedness.



Within five (5) Business Days of the receipt of
net cash proceeds from any issuance of Indebtedness (other than Indebtedness permitted under Section 7.2.1), the Borrowers shall make
a mandatory prepayment of the principal amount of Term Loans equal to such net cash proceeds, together with accrued interest on such principal
amount.


		4.5.4	Recovery Event.



Subject to Section 4.5.6 below, within five (5)
Business Days of the receipt of cash proceeds from any Recovery Event resulting in net cash proceeds exceeding $50,000,000.00 in any fiscal
year, the Borrowers shall make a mandatory prepayment of the principal amount of Term Loans equal to such amount in excess of $50,000,000,
together with accrued interest on such principal amount; provided that if the Borrower Agent shall deliver a certificate of
a Responsible Officer to the Administrative Agent setting forth the Borrowers’ intent to reinvest such proceeds in assets useful
in the business of the Borrower or any Subsidiary within twelve (12) months of the receipt of such proceeds, such proceeds shall not be
required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within such twelve (12) month
period; and provided further, however, that any net cash proceeds not so reinvested at the end of such twelve (12) month period shall
be immediately applied to the prepayment of the Term Loans as set forth in this Section 4.5.4.


		4.5.5	Application of Prepayments.



Except as set forth in Section 4.5.1 above, all
prepayments pursuant to this Section 4.5 shall be applied to the payment of the principal amount of the Term Loans by application to the
unpaid scheduled quarterly installments of principal ratably (and, for the avoidance of doubt, excluding from any such ratable payment
application the Term Loan payment to be made on the Expiration Date applicable to the Term Loans). In accordance with Section 4.8, the
Borrowers shall indemnify the Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments
on any day other than the last day of the applicable Interest Period.






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		4.5.6	Repatriation.



Notwithstanding any other provisions of Sections
4.5.2 and 4.5.4, (i) to the extent that any of or all the net cash proceeds of any applicable sale or other disposition of assets
(including any Recovery Event) with respect to any property or assets of Foreign Subsidiaries giving rise to a mandatory prepayment pursuant
to this Section 4.5 are prohibited, delayed or restricted by applicable local Law, an amount equal to the portion of such net cash proceeds
so affected will not be required to be applied to repay Term Loans at the times provided in this Section 4.5 but may be retained by the
applicable Foreign Borrower or Subsidiary (the Borrower Agent hereby agreeing to cause any applicable Subsidiary to promptly take commercially
reasonable actions available under applicable local Law to permit such repatriation or a part thereof if full repatriation is not permitted)
and (ii) to the extent that repatriation of any of or all of the net cash proceeds of any applicable disposition (including any Recovery
Event) with respect to any property or assets of Foreign Subsidiaries to the jurisdiction of organization or incorporation of the applicable
Borrower would have a material adverse tax consequence with respect to such net cash proceeds, the net cash proceeds so affected will
not be required to be applied to repay the Term Loans at the times provided in this Section 4.5 but may be retained by the applicable
Foreign Borrower or Subsidiary.


		4.6	Increased Costs.



		4.6.1	Increased Costs Generally.



If any Change in Law shall


(i)             
impose, modify or deem applicable any reserve, liquidity, special deposit, or similar requirement against assets of, deposits with
or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement, which is addressed separately
in this Section 4.6) or the Issuing Lender;


(ii)           
subject any Recipient to any taxes (other than (A) Indemnified Taxes, and (B) taxes excluded from Taxes pursuant to Section
4.7.1 or from indemnification pursuant to Section 4.7.5) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or


(iii)         
impose on any Lender or, the Issuing Lender any other condition, cost or expense (other than taxes) affecting this Agreement or
Loans made by such Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be
to increase by an amount such Lender deems to be material the cost to such Lender or such other Recipient of making, converting to, continuing
or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, the Issuing Lender
or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate
in or to issue any Letter of Credit),






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or to reduce the amount of any sum received or receivable by such Lender, the Issuing Lender or
other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Issuing Lender or
other Recipient, the Borrowers will pay to such Lender, the Issuing Lender or other Recipient, as the case may be, such additional amount
or amounts as will compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.
Notwithstanding anything to the contrary contained in this Section 4.6.1, no Lender, Issuing Lender or other Recipient shall be permitted
to make a claim to any Borrower under this Section 4.6.1 unless such Lender, Issuing Lender or other Recipient is making similar claims
against other borrowers of such Lender, Issuing Lender or other Recipient to the extent such borrowers are similarly situated to the Borrowers.


		4.6.2	Capital Requirements.



If any Lender or the Issuing Lender determines
that any Change in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the
Issuing Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing by
an amount such Lender deems to be material the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital
of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such
Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Lender, or the Letters of Credit issued
by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s
policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy or liquidity
requirements), then from time to time the Borrowers will pay to such Lender or the Issuing Lender, as the case may be, such additional
amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company
for any such reduction suffered. Notwithstanding anything to the contrary contained in this Section 4.6.2, no Lender, Issuing Lender or
other Recipient shall be permitted to make a claim to any Borrower under this Section 4.6.2 unless such Lender, Issuing Lender or other
Recipient is making similar claims against other borrowers of such Lender, Issuing Lender or other Recipient to the extent such borrowers
are similarly situated to the Borrowers.


		4.6.3	Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans.



A certificate of a Lender or the Issuing Lender
setting forth in reasonable detail the basis for and the amount or amounts necessary to compensate such Lender or the Issuing Lender or
its holding company, as the case may be, as specified in Sections 4.6.1 or 4.6.2 and delivered to the Borrowers shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate
within ten (10) Business Days after receipt thereof.






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		4.6.4	Delay in Requests.



Failure or delay on the part of any Lender or
the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing
Lender’s right to demand such compensation, provided that the Borrowers shall not be required, subject to applicable Laws,
to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered more than
six (6) months prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrowers of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation
therefor (except that, if the Change in 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).


		4.6.5	Additional Reserve Requirements.



The Borrowers shall pay to each Lender (i) as
long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency
funds or deposits, additional interest on the unpaid principal amount of each Revolving Credit Loan under the Euro-Rate Option or EURIBOR
Rate Option and each Term Loan under the EURIBOR Rate Option equal to the actual costs of such reserves allocated to such Loan by such
Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as long
as such Lender shall be required to comply with any reserve ratio requirement under Regulation D or under any similar, successor or analogous
requirement of the Board of Governors of the Federal Reserve System (or any successor) or any other central banking or financial regulatory
authority imposed in respect of the maintenance of the Commitments or the funding of the Revolving Credit Loans under the Euro-Rate Option
or EURIBOR Rate Option and/or Term Loans under the EURIBOR Rate Option, such additional costs (expressed as a percentage per annum and
rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such
Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which in each case
shall be due and payable on each date on which interest is payable on such Loan; provided that in each case the Borrowers shall have received
at least ten days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender.
If a Lender fails to give notice ten days prior to the relevant Payment Date, such additional interest or costs shall be due and payable
ten days from receipt of such notice.


		4.7	Taxes.



		4.7.1	No Deductions.



(a)            
All payments made to the Lenders and/or Administrative Agent by the Borrowers hereunder and under each Note shall be made free
and clear of and without deduction for any present or future taxes, levies, imposts, duties, deductions, withholdings (including backup
withholdings), assessments, fees or other charges, in each case, imposed by any Official Body, including any interest, additions to tax
or penalties applicable thereto, excluding (i) taxes imposed on, or measured by, the net income (however denominated) of any Lender,






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(ii) all income, franchise and branch profits taxes that would not have been imposed but for such Lender having a past or present
connection with a jurisdiction imposing such taxes other than entering into this Agreement and performing its obligations and enforcing
its rights thereunder and (iii) taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, duties, deductions, withholdings
(including backup withholdings), assessments, fees or other charges imposed by any Official Body, including any interest, additions to
tax or penalties applicable thereto being hereinafter referred to as “Taxes”) unless such deduction is required by
Law (and then subject to the following sentence). If the Borrowers shall be required by Law to deduct any Taxes from or in respect of
any sum payable hereunder or under any Note, (i) the sum payable hereunder or under such Note shall be increased as may be necessary
so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.7.1) each
Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make
such deductions and (iii) the Borrowers shall timely pay the full amount deducted to the relevant tax authority or other authority
in accordance with applicable Law.


(b)            
[reserved];


(c)            
A payment shall not be increased under Section 4.7.1(a) above by reason of a deduction or withholding of any taxes imposed by the
United Kingdom from any such payment, where such Tax is an Indemnified Tax and on the date on which the payment falls due (i) the
payment could have been made to the relevant Lender without any such deduction or withholding if the Lender had been an English Qualifying
Lender, but on that date that Lender is not or has ceased to be an English Qualifying Lender other than as a result of any change after
the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or any published
practice or published concession of any relevant taxing authority, or (ii) the relevant Lender is an English Treaty Lender and the
English Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the United Kingdom
Tax Deduction had that Lender complied with its obligations under Section 4.7.7(iv) below.


		4.7.2	Stamp Taxes.



In addition, the Borrowers agree to pay any present
or future stamp, court or documentary, intangible, recording or filing taxes or any other excise or property taxes or similar levies which
arise from any payment made hereunder or from the execution, delivery, or registration of, or otherwise with respect to, this Agreement
or any Note, except any such taxes that are imposed as a result of a present or former connection between such Lender and the jurisdiction
imposing such tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced
any Loan, or sold or assigned any interest in any Loan or Loan Document) imposed with respect to an assignment (other than an assignment
made pursuant to Section 4.7.6) (hereinafter referred to as “Other Taxes”).






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		4.7.3	Indemnification for Taxes.



4.7.3.1           
Taxes Paid by a Lender.


(i)             
The Borrowers shall indemnify each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes
or Other Taxes imposed by any jurisdiction on amounts payable under this Section 4.7.3.1) paid by any Lender and any liability (including
penalties, interest, and expenses, other than any penalties and interest resulting from the willful misconduct or fraud of such Lender)
arising therefrom or with respect thereto; whether or not such Taxes were correctly or legally asserted or imposed. This indemnification
shall be made within 30 days from the date a Lender makes written demand therefor, but in no event shall such indemnification be required
to be made more than ten (10) Business Days before the date such Taxes or Other Taxes are due to the relevant taxing authority. A certificate
as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent) shall be
conclusive absent manifest error.


(ii)           
An indemnity payment shall not be payable under Section 4.7.3.1(i) above with respect to any Indemnified Tax imposed by Ireland
and assessed on a Lender or Participant, as the case may be, to the extent that Tax:


(A)               
is compensated for by an increased payment under Section 4.7.1(a); or


(B)               
would have been compensated for by an increased payment under Section 4.7.1(a) but was not so compensated solely because one of
the exclusions in Section 4.7.1(b) applied.


(iii)         
An indemnity payment shall not be payable under Section 4.7.3.1(i) above with respect to any Indemnified Tax imposed by the United
Kingdom and assessed on a Lender or Participant, as the case may be, to the extent that Tax:


(A)               
is compensated for by an increased payment under Section 4.7.1(a); or


(B)               
would have been compensated for by an increased payment under Section 4.7.1(a) but was not so compensated solely because one of
the exclusions in Section 4.7.1(c) applied.


4.7.3.2           
Taxes Paid by Borrower or Administrative Agent.


Each Lender shall severally indemnify the Administrative Agent and
Borrower, within 30 days after written demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the
extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation
of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 4.7.7,
in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Official Body.
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.






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Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount
due to the Administrative Agent under this Section 4.7.3.2.


		4.7.4	Certificate.



Within 30 days after the date of any payment of
any Taxes by the Borrowers pursuant to Section 4.7, the Borrowers shall notify the Lenders thereof, and thereafter, if so requested by
any Lender, furnish to each Lender, at its address referred to herein, the original or a certified copy of a receipt evidencing payment
thereof, if available, or, if not available, another reasonable form of confirmation of such payment if it is requested by any Lender.


		4.7.5	Exclusions, etc.



Notwithstanding any other provision of this Agreement,
if the forms provided pursuant to Section 4.7.7 by a Lender, assignee or participant at the time such Person first becomes a party to
this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered
excluded from Taxes unless and until such Person provides the appropriate forms certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided, however,
that the term Taxes shall include United States withholding tax, if any, applicable with respect to an assignee or participant of a Lender
only to the extent that, at the effective date of the agreement or other transaction pursuant to which such assignee or participant becomes
a party to this Agreement, such Lender was entitled to payments under Section 4.7.1 in respect of United States withholding tax with respect
to interest paid at such date. For any period with respect to which a Lender or assignee or participant of a Lender (or a financial institution
through which such Lender, assignee or participant has directed any payment to be made) has failed to comply with Section 4.7.7, such
Lender, assignee or participant shall not be entitled to indemnification under this Agreement with respect to any Taxes imposed by reason
of such failure.


		4.7.6	Change of Lending Office, etc.



Any Person claiming any additional amounts payable
pursuant to this Section 4.7 agrees to use reasonable efforts (consistent with any legal and regulatory restrictions) to file any document
or certificate reasonably requested by a Borrower or change the jurisdiction of its Lending Office with respect to this Agreement, if
the filing of such document or certificate, or the making of such a change, would avoid the need for, or reduce the amount of, any such
additional amounts pursuant to this Section 4.7 that may thereafter accrue. Notwithstanding the foregoing, the filing of any document
or certificate or change in Lending Office 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. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with
any filing or change in Lending Office.






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		4.7.7	Status of Lenders.



(i)             
Each Lender shall deliver to the Borrowers and the Administrative Agent, at the time it first becomes a Lender or times reasonably
requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the
Borrowers or the Administrative Agent as will permit such payments hereunder to be made without withholding or at a reduced rate of withholding.
In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation
prescribed by applicable Law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the
Administrative Agent to minimize any indemnification obligation under this Agreement or 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 such documentation set forth in Section 4.7.7(ii)(a), 4.7.7(ii)(b),
and 4.7.7(ii)(d) below) 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.


(ii)        
Without limiting the generality of the foregoing, in the event that a Borrower is a U.S. Borrower,


(a)            
any Lender that is a U.S. Person shall deliver to the Borrowers 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 Borrowers or the Administrative
Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


(b)            
any Foreign Lender shall deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the reasonable request of the Borrowers or the Administrative Agent), whichever of the following is applicable:


(1)                 
in the case of a Foreign Lender eligible for the benefits of an income tax treaty to which the United States is a party (x) with
respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption from,
or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect
to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of,
U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;


(2)                 
executed originals of IRS Form W-8ECI;






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(3)                 
in the case of a Foreign Lender eligible for the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit 4.7.7(A) to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of a Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or


(4)                 
to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 4.7.7(B) or Exhibit 4.7.7(C),
IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such
Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 4.7.7(D) on behalf of each such
direct and indirect partner;


(c)            
any Foreign Lender shall deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the reasonable request of the Borrowers or the Administrative Agent), executed originals of any other form prescribed by applicable
Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary
documentation as may be prescribed by applicable Law to permit the Borrowers or the Administrative Agent to determine the withholding
or deduction required to be made; and


(d)            
if a payment made to a Lender under any Loan 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 Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by
Law and at such time or times reasonably requested by the Borrowers 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 Borrowers
or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this subparagraph (e), “FATCA” shall include any amendments made to
FATCA after the date of this Agreement.






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(iii)      
[Reserved];


(iv)      
Without limiting the generality of the foregoing, in the event that a Borrower is an English Borrower,


(a)            
subject to paragraph (b) below, an English Treaty Lender and each English Borrower which makes a payment to which that English
Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that English Borrower to obtain authorisation
to make that payment without a United Kingdom Tax Deduction.


(b)            
(1) an English Treaty Lender which becomes a Party to this Agreement on the day on which this Agreement is entered into that holds
a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme
reference number and its jurisdiction of tax residence in Schedule 1.1(B); and (2) an English Treaty Lender that becomes a Party
to this Agreement after the date of this Agreement that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that
scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the document which
it executes to become a party to this Agreement, and, having done so, that English Treaty Lender shall be under no obligation pursuant
to paragraph (a) above.


(c)            
if an English Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with
paragraph (iv)(b) above and (i) an English Borrower making a payment to that English Treaty Lender has not made an English Borrower
DTTP Filing in respect of that Lender; or (ii) an English Borrower making a payment to that Lender has made an English Borrower DTTP
Filing in respect of that English Treaty Lender but (1) that English Borrower DTTP Filing has been rejected by HM Revenue & Customs;
or (2) HM Revenue & Customs has not given the English Borrower authority to make payments to that Lender without a United Kingdom
Tax Deduction within 60 days of the date of the English Borrower DTTP Filing, and in each case, the English Borrower has notified that
English Treaty Lender in writing, that English Treaty Lender and the English Borrower shall co-operate in completing any additional procedural
formalities necessary for that English Borrower to obtain authorisation to make that payment without a United Kingdom Tax Deduction.


(d)            
if an English Treaty Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with
paragraph ‎(iv)(b) above, no English Borrower shall make an English Borrower DTTP Filing or file any other form relating to the
HMRC DT Treaty Passport scheme in respect of that Lender’s participation in any Loan unless the Lender otherwise agrees.


(e)            
an English Borrower shall, promptly on making an English Borrower DTTP Filing, deliver a copy of that English Borrower DTTP Filing
to the Administrative Agent for delivery to the relevant English Treaty Lender.


(f)             
each Lender on or prior to the date it becomes a party hereto, shall inform the Administrative Agent whether it is an English Qualifying
Lender by completing and providing to the Administrative Agent a Qualifying Lender Confirmation. Each Lender shall upon reasonable written
request from the Borrower or the Administrative Agent, provide an updated Qualifying Lender Confirmation.






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(g)            
if a Lender fails to provide a Qualifying Lender Confirmation in accordance with Section 4.7.7(iv)(f) above then that Lender shall
be treated for the purposes of the Agreement (including by the Borrower) as if it is not an English Qualifying Lender until such time
as it notifies the Borrower which category applies.


(h)            
each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability
to do so.


		4.7.8	Treatment of Certain Refunds.



If any party determines, in its sole discretion
exercised in good faith, that it has received a refund of any Taxes (including any tax credit in lieu of a refund) as to which it has
been indemnified pursuant to this Section 4.7 (including by the payment of additional amounts pursuant to this Section 4.7), it shall
pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 4.7
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and
without interest (other than any interest paid by the relevant Official Body with respect to such refund). Such indemnifying party, upon
the request of such indemnified party incurred in connection with obtaining such refund, shall repay to such indemnified party the amount
paid over pursuant to this Section 4.7.8 (plus any penalties, interest or other charges imposed by the relevant Official Body) in the
event that such indemnified party is required to repay such refund to such Official Body. Notwithstanding anything to the contrary in
this Section 4.7.8, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section
4.7.8 the payment of which would place the indemnified party in a less favorable net after-tax position than the indemnified party would
have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed
and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed
to require any indemnified party to make available its tax returns (or any other information relating to its taxes that it deems confidential)
to the indemnifying party or any other Person.


		4.7.9	Survival.



Without prejudice to the survival of any other
agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Section 4.7 shall survive the payment
in full of principal and interest hereunder and under any instrument delivered hereunder and shall survive the resignation or replacement
of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender.






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		4.7.10	Issuing Lender.



For purposes of this Section 4.7, the term “Lender”
includes the Issuing Lender and any assignee or participant of a Lender and the term “applicable Law” includes FATCA.


		4.7.11	Maltese Tax.



Without prejudice to the aforementioned and notwithstanding
anything else contained herein, for the purposes of the Income Tax Act (Chapter 123 of the Laws of Malta), the Lenders hereby confirm
that they are not, nor have they been, engaged in trade or business in Malta through a permanent establishment situated therein.


		4.8	Indemnity.



In addition to the compensation or payments
required by Section 4.6 or Section 4.7, the Borrowers shall jointly and severally, subject to Section 10.18 (if applicable), indemnify
each Lender against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss
or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate
the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Lender sustains
or incurs as a consequence of any:


(i)             
payment, prepayment, conversion or renewal of any Revolving Credit Loan to which a Euro-Rate Option or EURIBOR Rate Option applies
and/or any Term Loan to which a EURIBOR Rate Option applies on a day other than the last day of the corresponding Interest Period (whether
or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due), or
any voluntary prepayment without the required notice,


(ii)           
attempt by the Borrowers to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan Requests under
Section 2.4, Section 2.14 or Section 3.2 or notice relating to prepayments under Section 4.4, or


If any Lender sustains or incurs any such loss
or expense, it shall from time to time notify the Borrowers of the amount determined in good faith by such Lender (which determination
may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall deem reasonable)
to be necessary to indemnify such Lender for such loss or expense. Such notice shall set forth in reasonable detail the basis for such
determination. Such amount shall be due and payable by the Borrowers to such Lender ten (10) Business Days after such notice is given.


		4.9	Interbank Market Presumption.



For all purposes of this Agreement and each
Note with respect to any aspects of the Euro-Rate, the EURIBOR Rate, any Loan under the Euro-Rate Option, any Loan under the EURIBOR Rate
Option, or any Optional Currency, each Lender and Administrative Agent shall be presumed to have obtained rates, funding, currencies,
deposits, and the like in the Relevant Interbank Market regardless of whether it did so or not; and, each Lender’s and Administrative
Agent’s determination of amounts payable under, and actions required or authorized by, Section 4.8 shall be calculated, at each
Lender’s and Administrative Agent’s option, as though each Lender and Administrative Agent funded each Borrowing Tranche of
Loans under the Euro-Rate Option, EURIBOR Rate Option, through the purchase of deposits of the types and maturities corresponding to the
deposits used as a reference in accordance with the terms hereof in determining the Euro-Rate or EURIBOR Rate, as applicable, applicable
to such Loans, whether in fact that is the case.






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		4.10	Judgment Currency.



		4.10.1	Currency Conversion Procedures for Judgments.



If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due hereunder or under a Note in any currency (the “Original Currency”) into
another currency (the “Other Currency”), the parties hereby agree, to the fullest extent permitted by Law, that the
rate of exchange used shall be that at which in accordance with normal lending procedures the Administrative Agent could purchase the
Original Currency with the Other Currency after any premium and costs of exchange on the Business Day preceding that on which final judgment
is given.


		4.10.2	Indemnity in Certain Events.



The obligation of the Borrowers in respect of
any sum due from the Borrowers to any Lender hereunder shall, notwithstanding any judgment in an Other Currency, whether pursuant to a
judgment or otherwise, be discharged only to the extent that, on the Business Day following receipt by any Lender of any sum adjudged
to be so due in such Other Currency, such Lender may in accordance with normal lending procedures purchase the Original Currency with
such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to such Lender in the Original
Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment or payment, to indemnify such Lender against
such loss. If the amount of the Original Currency so purchased is greater than the sum originally due to such Lender in the Original Currency,
such Lender agrees to return the amount of any excess to the Borrowers (or to any other Person who may be entitled thereto under applicable
Law).


		4.11	Requests for Notes.



Upon the request of any Lender, the Loans made
by such Lender may be evidenced by a Note (or Notes) as set forth in Section 2.6 and/or Section 2.17.


		4.12	Settlement Date Procedures.



In order to minimize the transfer of funds between
the Lenders and the Administrative Agent, the Borrowers may borrow, repay and reborrow Swing Loans and PNC may make Swing Loans as provided
in Section 2.1.2 hereof during the period between Settlement Dates. The Administrative Agent shall notify each Lender of its Ratable Share
of the total of the Revolving Credit Loans and the Swing Loans (each a “Required Share”). On such Settlement Date,
each Lender shall pay to the Administrative Agent the amount equal to the difference between its Required Share and its Revolving Credit
Loans, and the Administrative Agent shall pay to each Lender its Ratable Share of all payments made by the Borrowers to the Administrative
Agent with respect to the Revolving Credit Loans.






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The Administrative Agent shall also effect settlement in accordance with the foregoing
sentence on the proposed Borrowing Dates for Revolving Credit Loans and on any mandatory prepayment date as provided for herein and may
at its option effect settlement on any other Business Day. These settlement procedures are established solely as a matter of administrative
convenience, and nothing contained in this Section 4.12 shall relieve the Lenders of their obligations to fund Revolving Credit Loans
on dates other than a Settlement Date pursuant to Section 2.1.2. The Administrative Agent may at any time at its option for any reason
whatsoever require each Lender to pay immediately to the Administrative Agent such Lender’s Ratable Share of the outstanding Revolving
Credit Loans and each Lender may at any time require the Administrative Agent to pay immediately to such Lender its Ratable Share of all
payments made by the Borrowers to the Administrative Agent with respect to the Revolving Credit Loans.


		4.13	Borrowers’ Agent.



Each Borrower hereby designates the Company
as its representative and agent (in such capacity, the “Borrower Agent”) under the Loan Documents, including for requests
for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial
reports, and requests for waivers. The Borrower Agent hereby accepts such appointment. The Administrative Agent and the Lenders may give
any notice or communication with a Borrower hereunder to the Borrower Agent on behalf of such Borrower. Each Borrower agrees that any
notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Agent shall be binding upon
and enforceable against it.


5. REPRESENTATIONS
AND WARRANTIES


		5.1	Representations and Warranties.



The Loan Parties, jointly and severally, subject
to Section 10.18 (if applicable), represent and warrant to the Administrative Agent and each of the Lenders as follows:


		5.1.1	Organization and Qualification.



Each Loan Party and each Subsidiary of each Loan
Party is a corporation, partnership or limited liability company duly organized or incorporated, validly existing and in good standing
under the Laws of its jurisdiction of organization or incorporation, except where the failure to be in good standing would not result
in a Material Adverse Change. Each Loan Party and each Subsidiary of each Loan Party has the power to own or lease its properties necessary
for its business and to engage in the business it presently conducts or as of the Fourth Restatement Effective Date proposes to conduct,
except where the failure to do so would not result in a Material Adverse Change.






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		5.1.2	Subsidiaries; Certificates of Beneficial Ownership.



Schedule 5.1.2 states as of the Fourth
Restatement Effective Date or, if applicable, such later date as to which a version of such Schedule is updated in accordance with Section
5.3, the name of each of the Company’s Subsidiaries, its jurisdiction of incorporation, its authorized capital stock, the issued
and outstanding shares (referred to herein as the “Subsidiary Shares”) and the owners thereof if it is a corporation,
its outstanding partnership interests (the “Partnership Interests”) and the owners thereof if it is a partnership and
its outstanding limited liability company interests, the owners thereof, interests assigned to managers thereof and the voting rights
associated therewith (the “LLC Interests”) if it is a limited liability company. The Borrowers and each Subsidiary
of the Borrowers have good and marketable title to all of the Subsidiary Shares, Partnership Interests and LLC Interests of any Material
Subsidiary it purports to own, free and clear, in each case, of any Lien except for Permitted Liens. The Certificates of Beneficial Ownership
executed and delivered to Administrative Agent and Lenders on or prior to the date of this Agreement, as updated from time to time in
accordance with this Agreement, are accurate, complete and correct as of the date hereof (or, if applicable, as of the date any such update
is delivered).


		5.1.3	Power and Authority.



Each Loan Party has full power to enter into,
execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated
by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly
authorized by all necessary proceedings on its part.


		5.1.4	Validity and Binding Effect.



This Agreement has been duly and validly executed
and delivered by each Loan Party, and each other Loan Document which any Loan Party is required to execute and deliver on or after the
date hereof will have been duly executed and delivered by such Loan Party on the required date of delivery of such Loan Document. This
Agreement and each other Loan Document constitutes, or will constitute, legal, valid and binding obligations of each Loan Party which
is or will be a party thereto on and after its date of delivery thereof, enforceable against such Loan Party in accordance with its terms,
except to the extent that enforceability of any of such Loan Document may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other similar Laws affecting the enforceability of creditors’ rights generally, general principles of equity (regardless
of whether considered in a proceeding in equity or at law) or limiting the right of specific performance.


		5.1.5	No Conflict.



Neither the execution and delivery of this Agreement
or the other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with
the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the
terms and conditions of the certificate of incorporation, constitution, bylaws, certificate of limited partnership, partnership agreement,
certificate of formation, limited liability company agreement or other organizational documents of such Loan Party,






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(ii) any applicable
Law, in any material respect, or (iii) any agreement or instrument relating to Indebtedness which would result in a Material Adverse
Change or any other material agreement or instrument or material order, writ, judgment, injunction or decree to which such Loan Party
or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation
or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of such Loan Party or any of
its Subsidiaries (other than Liens, if any, granted under the Loan Documents and Permitted Liens).


		5.1.6	Litigation.



Except as disclosed as of the Fourth Restatement
Effective Date on Schedule 5.1.6 or, if applicable, such later date as to which a version of such Schedule is updated in accordance
with Section 5.3, there are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, overtly threatened
against any Loan Party or any Subsidiary of such Loan Party at law or equity before any Official Body which individually or in the aggregate
would result in any Material Adverse Change. None of the Loan Parties or any Subsidiaries of any Loan Party is in violation of any order,
writ, injunction or any decree of any Official Body which would result in any Material Adverse Change.


		5.1.7	Title to Properties.



Each Loan Party and each Subsidiary of each Loan
Party has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own
or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted
Liens, and subject to the terms and conditions of the applicable leases, except where the failure to do so would not result in any Material
Adverse Change.


		5.1.8	Financial Statements.



5.1.8.1           
Historical Statements.


The Company has delivered to the Administrative
Agent copies of its audited consolidated year-end financial statements for and as of December 31, 2020 (collectively, “Historical
Statements”). The Historical Statements were compiled from the books and records maintained by the Borrowers’ management,
are correct and complete in all material respects and fairly represent the consolidated financial condition of the Company and its Subsidiaries
as of their dates and the results of operations for the fiscal periods then ended and have been prepared in accordance with GAAP consistently
applied.


5.1.8.2           
No Material Adverse Change.


Since December 31, 2020, no Material Adverse
Change has occurred.






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		5.1.9	Use of Proceeds; Margin Stock.



5.1.9.1           
General.


The Loan Parties intend to use Letters of Credit
and the proceeds of the Loans in accordance with Section 2.8.


5.1.9.2           
Margin Stock.


None of the Loan Parties engages or intends
to engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally
or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U, T or X as promulgated by the Board of Governors
of the United States Federal Reserve System). No part of the proceeds of any Loan or any issuance of Letters of Credit has been or will
be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or to extend credit to others for the purpose
of purchasing or carrying any margin stock or which is inconsistent with the provisions of the regulations of the Board of Governors of
the United States Federal Reserve System. Following application of the proceeds of each Loan or drawing under each Letter of Credit (if
applicable), none of the Loan Parties holds or intends to hold margin stock in such amounts that more than 25% of the reasonable value
of the assets of the Loan Parties and their Subsidiaries on a consolidated basis are or will be represented by margin stock.


		5.1.10	Full Disclosure.



Neither this Agreement nor any other Loan Document,
nor any certificate, written statement, agreement or other documents furnished in writing to the Administrative Agent or any Lender in
connection herewith or therewith, contains any material misstatement of fact or omits to state any material fact necessary to make the
statements contained herein and therein, when taken as a whole, in light of the circumstances under which they were made, not materially
misleading; provided that with respect to projected financial information or any information concerning future proposed and intended
activities of the Company and its Subsidiaries, the Loan Parties represent only that such information was prepared in good faith based
upon assumptions believed by the Company to be reasonable at the time (it being understood that such projections and information are forward
looking statements which by their nature are subject to significant uncertainties and contingencies, many of which are beyond the Loan
Parties’ control, and that actual results may differ, perhaps materially, from those expressed or implied in such forward looking
statements, and no assurance can be given that the projections will be realized).


		5.1.11	Taxes.



All federal income tax returns and all other material
federal, state, local and other material tax returns required to have been filed with respect to each Loan Party and each Subsidiary of
each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other
governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such
taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which
such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made.






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		5.1.12	Consents and Approvals.



No consent, approval, exemption, order or authorization
of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with
the execution, delivery and carrying out of this Agreement and the other Loan Documents by any Loan Party, except as listed as of the
Fourth Restatement Effective Date on Schedule 5.1.12 or, if applicable, such later date as to which a version of such Schedule
is updated in accordance with Section 5.3, all of which shall have been obtained or made on or prior to the Fourth Restatement Effective
Date except as otherwise indicated on Schedule 5.1.12.


		5.1.13	No Event of Default.



No event has occurred and is continuing and no
condition exists or will exist after giving effect to the borrowings or other extensions of credit to be made under or pursuant to the
Loan Documents which constitutes an Event of Default or Potential Default.


		5.1.14	Patents, Trademarks, Copyrights, Licenses, Etc.



Each Loan Party and each Subsidiary of each Loan
Party owns or possesses, or has the right to use, all the material patents, trademarks, service marks, trade names, copyrights, licenses,
registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted
and planned to be conducted by such Loan Party or Subsidiary as of the Fourth Restatement Effective Date, without known possible, alleged
or actual conflict with the rights of others, except where the failure to do so would not result in a Material Adverse Change.


		5.1.15	Insurance.



The Loan Parties maintain insurance with reputable
and financially sound insurers in amounts sufficient to insure the assets and risks of each Loan Party and each Subsidiary of each Loan
Party in accordance with prudent business practice in the industry of the Loan Parties and their Subsidiaries.


		5.1.16	Compliance with Laws.



The Loan Parties and their Subsidiaries are in
compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section
5.1.21) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently, or intends as of the Fourth Restatement
Effective Date to be, doing business except where the failure to do so would not constitute a Material Adverse Change.


		5.1.17	Material Contracts; Burdensome Restrictions.



No default exists on the part of any Loan Party,
with respect to any of the material contracts filed or incorporated by reference in the Company’s Annual Report on form 10-K for
the fiscal year ended December 31, 2020 except for any such default that, individually or in the aggregate, would not constitute
a Material Adverse Change.






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		5.1.18	Investment Companies; Regulated Entities.



None of the Loan Parties is required to be registered
as an “investment company” under the Investment Company Act of 1940, as amended. None of the Loan Parties or any Subsidiaries
of any Loan Party is subject as a regulated entity to any other Federal or state statute or regulation limiting its ability to incur Indebtedness
for borrowed money.


		5.1.19	Plans and Benefit Arrangements.



Except to the extent that a Material Adverse Change
would not result therefrom:


(i)             
The Loan Parties are in compliance in all respects with any applicable provisions of ERISA, the Internal Revenue Code and other
federal and state Laws with respect to all Benefit Arrangements, Plans and Multiemployer Plans. There has been no Prohibited Transaction
with respect to any Benefit Arrangement or any Plan (other than a Multiple Employer Plan) or, to the best knowledge of the Loan Parties,
with respect to any Multiemployer Plan or Multiple Employer Plan, which could result in any liability of the Loan Parties. The Loan Parties
and all other members of the ERISA Group have made when due any and all payments required to be made under any agreement relating to a
Multiemployer Plan or a Multiple Employer Plan or any Law pertaining thereto. With respect to each Plan and Multiemployer Plan, the Loan
Parties and each other member of the ERISA Group have fulfilled their obligations under the minimum funding standards of ERISA and the
Internal Revenue Code. All Plans (other than Multiple Employer Plans) and Benefit Arrangements and, to the best knowledge of the Loan
Parties, with respect to any Multiemployer Plan or Multiple Employer Plan, have been administered in accordance with their terms and applicable
Law.


(ii)           
No ERISA Event has occurred or is reasonably expected to occur.


(iii)         
To the best of the Loan Parties’ knowledge, each Multiemployer Plan and Multiple Employer Plan is able to pay benefits thereunder
when due.


(iv)          
No event requiring notice to the PBGC under Section 303(k)(4) of ERISA has occurred with respect to any Plan.


(v)            
Neither the Loan Parties nor any other member of the ERISA Group has been notified by any Multiemployer Plan or Multiple Employer
Plan that such Multiemployer Plan or Multiple Employer Plan has been terminated within the meaning of Title IV of ERISA and, to the best
knowledge of the Loan Parties, no Multiemployer Plan or Multiple Employer Plan is reasonably expected to be terminated, within the meaning
of Title IV of ERISA.


(vi)          
To the extent that any Benefit Arrangement is insured, the Loan Parties have paid when due all premiums required to be paid for
all periods through the Fourth Restatement Effective Date. To the extent that any Benefit Arrangement is funded other than with insurance,
the Loan Parties have made when due all contributions required to be paid for all periods through the Fourth Restatement Effective Date.






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(vii)        
Neither any Loan Party nor any member of the ERISA Group has engaged in a transaction that would reasonably be expected to result
in liability under Sections 4069 or 4212(c) of ERISA.


		5.1.20	Employment Matters.



Each of the Loan Parties and each of their Subsidiaries
is in compliance with the Labor Contracts and all applicable federal, state and local labor and employment Laws including those related
to equal employment opportunity and affirmative action, labor relations, minimum wage, overtime, child labor, medical insurance continuation,
worker adjustment and relocation notices, immigration controls and worker and unemployment compensation, except where the failure to comply
would not constitute a Material Adverse Change. There are no outstanding grievances, arbitration awards or appeals therefrom arising out
of the Labor Contracts or current or, to the knowledge of any Loan Party, threatened strikes, picketing, handbilling or other work stoppages
or slowdowns at facilities of any of the Loan Parties or any of their Subsidiaries which in any case would constitute a Material Adverse
Change.


		5.1.21	Environmental Matters.



Except (a) as disclosed in the Company’s
Annual Report on Form 10 K for the fiscal year ended December 31, 2020, to the extent that reserves have been set aside as set forth
in such statements, and provided that such matters would not result in a Material Adverse Change, or (b) except to the extent
that a Material Adverse Change would not result therefrom:


(i)             
None of the Loan Parties has received, or has been overtly threatened with, any Environmental Complaint, whether directed or issued
to such Loan Party or relating or pertaining to any prior owner, operator or occupant of the Property.


(ii)           
No activity of any Loan Party at the Property is being or has been conducted in violation of any Environmental Law or Required
Environmental Permit and to the knowledge of any Loan Party, no activity of any prior owner, operator or occupant of the Property was
conducted in violation of any Environmental Law.


(iii)         
To the knowledge of the Loan Parties, there are no Regulated Substances present on, in, under, or emanating from, or to any Loan
Party’s knowledge emanating to, the Property or any portion thereof which result in Contamination.


(iv)          
Each Loan Party has all Required Environmental Permits and all such Required Environmental Permits are in full force and effect.


(v)            
Each Loan Party has submitted to an Official Body and/or maintains, as appropriate, all Required Environmental Notices.


(vi)          
No structures, improvements, equipment, fixtures, impoundments, pits, lagoons or aboveground or underground storage tanks located
on the Property contain or use, except in compliance with Environmental Laws and Required Environmental Permits, Regulated Substances
or otherwise are operated or maintained except in compliance with Environmental Laws and Required Environmental Permits.






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(vii)        
No portion of the Property is identified or to the knowledge of any Loan Party, proposed to be identified on any list of contaminated
properties or other properties which pursuant to Environmental Laws are the subject of an investigation or remediation action by an Official
Body, nor to the knowledge of any Loan Party is any portion of any property adjoining or in the near proximity of such portion of the
Property identified or proposed to be identified on any such list.


(viii)      
No lien or other encumbrance authorized by Environmental Laws exists against the Property and the Loan Parties have no reason to
believe that such a lien or encumbrance will be imposed.


		5.1.22	Senior Debt Status.



The Obligations of each Loan Party under this
Agreement, the Notes, the Guaranty Agreement and each of the other Loan Documents to which it is a party do rank and will rank at least
pari passu in priority of payment with all other Indebtedness of such Loan Party. There is no Lien upon or with respect to any
of the properties or income of any Loan Party or Subsidiary of any Loan Party which secures Indebtedness or other obligations of any Person
except for Permitted Liens.


		5.1.23	Anti-Terrorism Laws; EEA Financial Institutions.



5.1.23.1        
(i) No Covered Entity nor, to the knowledge of the Company, any of their respective directors, officers or employees is a
Sanctioned Person, and (ii) no Covered Entity, either in its own right or, to any Loan Party’s knowledge, through any third
party, (a) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation
of any Anti-Terrorism Law, (b) does business in or with, or derives any of its income directly from investments in or transactions
with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (c) engages in any dealings or transactions
prohibited by any Anti-Terrorism Law or (d) will use any part of any of the proceeds of the Loans or any Letter of Credit to fund
any operations in, finance or facilitate any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned
Person in violation of any Anti-Terrorism Law and (iii) each Covered Entity has instituted and maintains policies and procedures
reasonably designed to promote, and which are reasonably expected to continue to promote, continued compliance with all Anti-Terrorism
Laws in all material respects; provided in each case, that in relation to any German Loan Party, compliance with any of the foregoing
does not result in a violation of, or conflict with, Section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung),
Council Regulation (EC) No. 2271/96 or any similar anti-boycott statute. No Loan Party is an EEA Financial Institution.


		5.2	Continuation of Representations.



The Loan Parties make the representations and
warranties in this Section 5 on the Fourth Restatement Effective Date and each date thereafter on which a Loan is made (other than pursuant
to Section 2.5.6) or a Letter of Credit is issued as provided in and subject to Sections 2 and 6.






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		5.3	Updates to Schedules.



The Company, on behalf of all Loan Parties,
shall, at the time of delivery of the financial statements required pursuant to Section 7.3.2 and the related Compliance Certificate of
the Company, provide to the Administrative Agent in writing such revisions or updates to the Schedules attached hereto pursuant to Section
5 as may be necessary or appropriate to update or correct same.


6. CONDITIONS OF LENDING
AND ISSUANCE OF LETTERS OF CREDIT


The obligation of each Lender to make Loans
and of the Issuing Lender to issue Letters of Credit hereunder is subject to the satisfaction of the following conditions:


		6.1	[Reserved]



		6.2	Additional Loan or Letter of Credit on or After the Fourth Restatement Effective Date.



At the time of making any Loans or issuing any
Letters of Credit on or after the Fourth Restatement Effective Date and after giving effect to the proposed extensions of credit:


(i)             
subject to Section 2.1.1.2(i)(h) and other than in the case of any Swing Loan made pursuant to Section 2.5.6, the representations
and warranties of the Loan Parties contained in Section 5 and in the other Loan Documents shall be true in all material respects on and
as of the date of such additional Loan or Letter of Credit with the same effect as though such representations and warranties had been
made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations
and warranties shall be true and correct on and as of the specific dates or times referred to therein);


(ii)           
subject to Section 2.1.1.2(i)(b) and Section 2.5.6, no Event of Default or Potential Default shall have occurred and be continuing
or shall exist; and


(iii)         
other than in the case of any Swing Loan made pursuant to Section 2.5.6, the Borrowers shall have delivered a duly executed and
completed Loan Request to the Administrative Agent or application for a Letter of Credit to the Issuing Lender, as the case may be.


7. COVENANTS


		7.1	Affirmative Covenants.



The Loan Parties, jointly and severally, subject
to Section 10.18 (if applicable), covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings, and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties’
other Obligations (other than non-assessed contingent reimbursement obligations) under the Loan Documents and termination of the Commitments,
the Loan Parties shall comply at all times with the following affirmative covenants:






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		7.1.1	Preservation of Existence, Etc.



Each Loan Party shall, and shall cause each of
its Subsidiaries to, maintain its legal existence as a corporation, limited partnership or limited liability company and its license or
qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such
license or qualification necessary, except (i) as otherwise expressly permitted in Section 7.2.6 or (ii) except to the extent
the failure to do so would not be reasonably expected to result in a Material Adverse Change.


		7.1.2	Payment of Liabilities, Including Taxes, Etc.



Each Loan Party shall, and shall cause each of
its Subsidiaries to, duly pay and discharge all material liabilities to which it is subject or which are asserted against it, promptly
as and when the same shall become due and payable, including all material taxes, assessments and governmental charges upon it or any of
its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such material
liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently
conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made, but only
to the extent that failure to discharge any such material liabilities would result in a Material Adverse Change, provided that
the Loan Parties and their Subsidiaries will pay all such material liabilities forthwith upon the commencement of proceedings to foreclose
any Lien or any material property which may have attached as security therefor.


		7.1.3	Maintenance of Insurance.



Each Loan Party shall, and shall cause each of
its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are
commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption
insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent
companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance
to the extent customary.


		7.1.4	Maintenance of Properties and Leases.



Each Loan Party shall, and shall cause each of
its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general
practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time
to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof, except, in each case,
where the failure to do so would not reasonably be expected to result in a Material Adverse Change.






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		7.1.5	Maintenance of Patents, Trademarks, Etc.



Each Loan Party shall, and shall cause each of
its Subsidiaries to, maintain in full force and effect all patents, trademarks, service marks, trade names, copyrights, licenses, franchises,
permits and other authorizations deemed necessary by such Loan Party for the ownership and operation of its properties and business if
the failure so to maintain the same would constitute a Material Adverse Change.


		7.1.6	Visitation Rights.



Each Loan Party shall, and shall cause each of
its Subsidiaries to, permit any of the officers or authorized employees or representatives of the Administrative Agent, or any of the
Lenders through the Administrative Agent, to visit and inspect any of its properties and to examine and make excerpts from its books and
records and discuss its business affairs, finances and accounts with its officers, all in such detail and at such times during normal
business hours and as often as any of the Lenders may reasonably request, provided that the Administrative Agent or the applicable
Lender, through the Administrative Agent, shall provide the Borrowers with reasonable notice prior to any visit or inspection, and provided
further that if no Event of Default or Potential Default has occurred and is continuing, such visits and inspections shall be limited
to no more frequently than once per fiscal year. In the event any Lender desires to visit and inspect the properties of any Loan Party
as provided in this Section, such Lender shall make reasonable efforts to ensure that such visit and inspection is conducted contemporaneously
with any visit and inspection to be performed by the Administrative Agent.


		7.1.7	Keeping of Records and Books of Account.



The Borrowers shall, and shall cause each Subsidiary
of the Borrowers to, maintain and keep proper books of record and account which enable the Company to issue its consolidated financial
statements in accordance with GAAP and as otherwise required by applicable Laws of any Official Body having jurisdiction over the Borrowers
or any Subsidiary of the Borrowers, and in which full, true and correct entries shall be made in all material respects of all its dealings
and business and financial affairs.


		7.1.8	Certificates of Beneficial Ownership and Other Additional Information.



Promptly following any request therefor, each
Foreign Loan Party shall provide to the Administrative Agent and the Lenders: (i) confirmation of the accuracy of the information
set forth in the most recent Certificates of Beneficial Ownership provided to the Administrative Agent and Lenders, (ii) new Certificates
of Beneficial Ownership, in form and substance acceptable to Administrative Agent and each Lenders, when the individual(s) to be identified
as a Beneficial Owner have changed, and (iii) such other information and documentation as may reasonably be requested by Administrative
Agent or any Lender from time to time for purposes of compliance by Administrative Agent or such Lender with applicable Laws (including
without limitation the USA Patriot Act and other “know your customer” and anti-money laundering rules and regulations), and
any policy or procedure implemented by the Administrative Agent or such Lender to comply therewith.






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		7.1.9	Compliance with Laws.



Each Loan Party shall, and shall cause each of
its Subsidiaries to, comply with all applicable Laws, including all Environmental Laws, in all respects, provided that it shall
not be deemed to be a violation of this Section 7.1.9 if any failure to comply with any Law would not result in fines, penalties, remediation
costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change.


		7.1.10	Joinder of Guarantors and Borrowers.



Any Material Subsidiary of the Borrowers which
is required to join this Agreement as a Guarantor or any Subsidiary which elects to join this Agreement as a Borrower pursuant to Section
7.2.9 shall execute and deliver to the Administrative Agent (i) a Guarantor Joinder or Borrower Joinder, as applicable, pursuant
to which it shall join as a Guarantor or Borrower each of the Loan Documents to which the Guarantors or Borrowers are parties; and (ii) documents
in substantially the forms described in Sections 6.1.1 through 6.1.4, 6.1.7 (or, in the case of an English Borrower, Sections 6.1.1 through
6.1.3 of the Third Amended and Restated Credit Agreement, Section 7.1.12 hereof and Section 6.1.7 of the Third Amended and Restated Credit
Agreement; or in the case of a German Borrower, Section 7.1.12 hereof and Section 6.1.7 of the Third Amended and Restated Credit Agreement;
or, in the case of a Luxembourg Borrower, Section 7.1.12 hereof and Section 6.1.7 of the Third Amended and Restated Credit Agreement;
or in the case of a Maltese Borrower, Sections 6.1.1 through 6.1.3 of the Third Amended and Restated Credit Agreement, Section 7.1.12
hereof and Section 6.1.7 of the Third Amended and Restated Credit Agreement), 6.1.8 and 6.1.16 of the Third Amended and Restated Credit
Agreement, modified as appropriate to relate to such Material Subsidiary. The Loan Parties shall deliver such items referred to in the
preceding clauses (i) and (ii) to the Administrative Agent (a) in connection with the formation of a domestic Material Subsidiary,
within twenty (20) Business Days after the date of the filing of such Subsidiary’s articles of incorporation or constitution if
the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the
date of its organization if it is an entity other than a limited partnership or corporation, (b) in connection with the formation
of a Material Subsidiary that is a Foreign Subsidiary, within twenty (20) Business Days after the date of the filing of such Subsidiary’s
articles of incorporation or constitution if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership
if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation, (c) in
connection with the acquisition of a domestic Material Subsidiary, within twenty (20) Business Days of consummation of the acquisition
transaction, (d) in connection with the acquisition of a Material Subsidiary that is a Foreign Subsidiary, within thirty (30) Business
Days of consummation of the acquisition transaction, or (e) in the event of any other occurrence or circumstance resulting in the
existence of a Material Subsidiary of the Borrowers, within twenty (20) Business Days of such Person becoming a Material Subsidiary of
the Borrowers in the case of a domestic Material Subsidiary and thirty (30) Business Days of such Person becoming a Material Subsidiary
in the case of a Material Subsidiary that is a Foreign Subsidiary, provided that in each case the Administrative Agent (in its
sole discretion) may permit additional time for a Material Subsidiary to comply with this Section 7.1.10.






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Notwithstanding anything herein
to the contrary, in the case of any Guaranty of the Obligations (whether pursuant to a Guarantor Joinder or otherwise) provided or to
be provided by a Foreign Subsidiary, such Guaranty shall be limited to the Obligations of the Foreign Loan Parties. Notwithstanding anything
to the contrary set forth in this Agreement including this Section 7.1.10, in no event shall any Person be joined to this Agreement as
a Foreign Borrower without the prior written consent of the Administrative Agent and the Lenders (each such consent not to be unreasonably
withheld and with no such consent to be required if the applicable proposed Foreign Borrower is incorporated, formed or organized under
the laws of the same jurisdiction as any then-existing Foreign Borrower).


		7.1.11	Anti-Terrorism Laws; International Trade Law Compliance.



(a) No Covered Entity will become a Sanctioned
Person, (b) no Covered Entity, either in its own right or to any Loan Party’s knowledge, through any third party, will (A) have
any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism
Law; (B) do business in or with, or derive any of its income directly from investments in or transactions with, any Sanctioned Country
or Sanctioned Person in violation of any Anti-Terrorism Law; (C) engage in any dealings or transactions prohibited by any Anti-Terrorism
Law or (D) use any part of any of the proceeds of the Loans or any Letter of Credit to fund any operations in, finance or facilitate
any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism
Law, (c) the funds used to repay the Obligations will not be derived from any unlawful activity, (d) each Covered Entity shall
comply with all Anti-Terrorism Laws, (e) each Covered Entity will maintain policies and procedures reasonably designed to promote,
and which are reasonably expected to continue to promote, continued compliance with all Anti-Terrorism Laws in all material respects and
(f) the Borrowers shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event;
provided, in each case, that in relation to any German Loan Party, compliance with any of the foregoing does not result in a violation
of, or conflict with, Section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung), Council Regulation (EC) No.
2271/96 or any similar anti-boycott statute.


		7.1.12	German, Luxembourg, English Borrowers and Maltese Borrowers.



On or before the Closing Date, and such other
times as may be required pursuant to the provisions of this Agreement, the applicable Loan Parties shall complete all of the following
actions:


7.1.12.1        
German Borrowers:


(i)             
Authorization. The German Borrowers shall take all appropriate corporate action required to authorize and ratify the execution
and delivery of the Loan Documents by the German Borrowers and the consummation of the transactions thereunder by such German Borrowers.


(ii)           
Officer’s Certificate. Each of the German Borrowers shall deliver to the Administrative Agent an officer’s certificate
in relation to each such German Borrower in the form described in Section 6.1.2 as conformed to German market standard and containing
the attachments listed in clauses (i), (ii) and (iii) of Section 6.1.2, which in relating to clauses (i) and (iii) thereof shall consist
of:






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(a) an up-to-date extract from the commercial register (Handelsregisterausdruck); (b) a copy of the current articles of
association (Satzung), or a copy of the current partnership agreement (Gesellschaftsvertrag), as applicable; (c) if applicable, a
copy of the current shareholder list; (d) a copy of a resolution of the shareholders of such German Borrower; and (e) if applicable,
a copy of a resolution of the supervisory board (Aufsichtsrat) and/or advisory board (Beirat) of each such German Borrower; in the case
of the preceding items (d) and (e) above, approving the terms of, and the transactions contemplated by, this Agreement and the Loan Documents
to which each such German Borrower is or is to be a party and certifying that there have not been passed any shareholders’ resolutions
or occurred other events which have to be entered into the respective commercial register but are not yet reflected by the commercial
register extract referred to in (a) above.


(iii)         
Opinion of Counsel. The German Borrowers shall deliver to the Administrative Agent an opinion of their German counsel in
a form acceptable to the Administrative Agent which confirms the capacity of the German Borrowers in execution and performance of the
relevant Loan Documents, and confirms the enforceability under the Laws of Germany of a judgment rendered against such German Borrowers
under the Laws of the United States.


7.1.12.2        
Luxembourg Borrowers:


(i)             
Authorization. The Luxembourg (i) Luxembourg Borrowers.


(ii)           
Officer’s Certificate. Each of the Luxembourg Borrowers shall deliver to the Administrative Agent a duly authorized
officer’s certificate in relation to each such Luxembourg Borrower in the form described in Sections 6.1.1 and 6.1.2 as conformed
to Luxembourg market standard and containing the attachments listed in clauses (i), (ii) and (iii) of Section 6.1.2, which attachments
shall consist of: (a) a copy of the current articles of association (statuts); (b) a copy of the resolutions of the board of
managers (conseil de gérance) of such Luxembourg Borrower, approving the terms of, and the transactions contemplated by, this Agreement
and the Loan Documents to which each such Luxembourg Borrower is or is to be a party; (c) a specimen of the signatures of the managers
of each of the Luxembourg Borrowers; (d) an up-to-date extract delivered by the Luxembourg trade and companies’ register (Registre
de commerce et des sociétés); and (e) an up-to-date certificate of non-filing of a judiciary decision delivered by
the Luxembourg trade and companies’ register (Registre de commerce et des sociétés).


(iii)         
Opinion of Counsel. The Luxembourg Borrowers shall deliver to the Administrative Agent an opinion of their Luxembourg counsel
in a form acceptable to the Administrative Agent which confirms the capacity of the Luxembourg Borrowers in execution and performance
of the relevant Loan Documents, and confirms the enforceability under the Laws of Luxembourg of a judgment rendered against such Luxembourg
Borrowers under the Laws of the United States.






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7.1.12.3        
English Borrowers:


(i)             
Officer’s Certificate. Each of the English Borrowers shall deliver to the Administrative Agent an officer’s
certificate in relation to each such English Borrower in the form described in Sections 6.1.1 and 6.1.2 as conformed to English market
standard and containing as attachments copies of the current memorandum and articles of association of each such English Borrower approving
the terms of, and the transactions contemplated by, this Agreement and the Loan Documents to which each such English Borrower is or is
to be a party.


(ii)           
Opinion of Counsel. The English Borrowers shall deliver to the Administrative Agent an opinion of its English counsel in
a form acceptable to the Administrative Agent which confirms the matters described in Section 6.1.4 with respect to the English Borrowers
required to be confirmed by the Administrative Agent, and confirms the enforceability under the Laws of England and Wales of a judgment
rendered against such English Borrowers under the Laws of the United States.


7.1.12.4        
[Reserved]


7.1.12.5        
Maltese Borrowers:


(i)             
Authorization. The Maltese Borrowers shall take all appropriate corporate action required to authorize and ratify the execution
and delivery of the Loan Documents by the Maltese Borrowers and the consummation of the transactions thereunder by such Maltese Borrowers.


(ii)           
Officer’s Certificate. Each of the Maltese Borrowers shall deliver to the Administrative Agent a duly authorized officer’s
certificate in relation to each such Maltese Borrower in the form described in Sections 6.1.1 and 6.1.2 as conformed to Maltese market
standard and containing the attachments listed in clauses (i), (ii) and (iii) of Section 6.1.2, which attachments shall consist of: (a) a
copy of the current memorandum and articles of association of each such Maltese Borrower; (b) a copy of the certificate of incorporation
of each such Maltese Borrower; (c) a copy of the resolutions of the board of directors of such Maltese Borrowers, approving the terms
of, and the transactions contemplated by, this Agreement and the Loan Documents to which such Maltese Borrower is or is to be a party;
(d) a certificate as to the incumbency and specimen signature of the officer or authorized person executing the certificate in this
clause (ii); and (e) a certificate as to the good standing of each Maltese Borrower as of a recent date delivered by the Malta’s
companies register (Malta Business Registry).


(iii)         
Opinion of Counsel. The Maltese Borrowers shall deliver to the Administrative Agent an opinion of its Maltese counsel in
a form acceptable to the Administrative Agent which confirms the capacity of the Maltese Borrowers in execution and performance of the
relevant Loan Documents, and confirms the enforceability under the Laws of Malta of a judgment rendered against such Maltese Borrowers
under the Laws of the United States. For the avoidance of doubt and notwithstanding anything else contained herein, the opinion shall
also confirm any regulatory implications arising from the terms of this Agreement, if and when applicable, in relation to any licensing
requirements under Maltese law, namely the Banking Act (Chapter 371 of the Laws of Malta), the Financial Institutions Act (Chapter 376
of the Laws of Malta), or any other regulation issued thereunder.






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		7.1.13	Keepwell.



Each Qualified ECP Loan Party jointly and severally,
subject to Section 10.18 (if applicable), (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably
(a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood
and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other
support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations
under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP
Loan Party shall only be liable under this Section 7.1.13 for the maximum amount of such liability that can be hereby incurred without
rendering its obligations under this Section 7.1.13, or otherwise under this Agreement or any other Loan Document, voidable under applicable
Law, including applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations
of each Qualified ECP Loan Party under this Section 7.1.13 shall remain in full force and effect until payment in full of the Obligations
and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 7.1.13 constitute,
and this Section 7.1.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement”
for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II)) of the CEA.


		7.2	Negative Covenants.



The Loan Parties, jointly and severally, subject
to Section 10.18 (if applicable), covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties’
other Obligations (other than non-assessed contingent reimbursement obligations) under the Loan Documents and termination of the Commitments,
the Loan Parties shall comply with the following negative covenants:


		7.2.1	Indebtedness.



Each of the Loan Parties shall not, and shall
not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Indebtedness, except:


(i)             
Indebtedness under the Loan Documents;


(ii)           
existing Indebtedness as set forth on Schedule 7.2.1;


(iii)         
Indebtedness incurred pursuant to capitalized or finance leases;


(iv)          
Additional Indebtedness in a maximum principal amount outstanding not to exceed $50,000,000 at any time;


(v)            
Indebtedness secured by Purchase Money Security Interests;






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(vi)          
Indebtedness among Loan Parties and their Subsidiaries (subject to compliance with Section 7.2.4);


(vii)        
any (a) Lender Provided Hedge, (b) other Interest Rate, Currency and Commodity Hedge or (c) Indebtedness under any
Other Lender-Provided Financial Services Product; in the case of clauses (a) and (b), to the extent for hedging (rather than speculative)
purposes;


(viii)      
Guaranties by the Loan Parties or their Subsidiaries of Indebtedness permitted under this Section 7.2.1; provided that no
Subsidiary of the Company that is not a Guarantor shall guarantee any of the Project Jupiter Acquisition Indebtedness;


(ix)          
Reserved;


(x)            
(i) Indebtedness incurred pursuant to or to finance a Permitted Acquisition (other than the Project Jupiter Acquisition), (ii)
Project Jupiter Acquisition Indebtedness and (iii) Indebtedness incurred to replace, refund or refinance any such Indebtedness (including
any Loans) incurred pursuant to the foregoing clauses (i) or (ii); provided that (x) the amount of such Indebtedness is not increased
at the time of such replacement, refunding or refinancing except by an amount equal to a reasonable premium or other reasonable amount
paid, and fees and expenses reasonably incurred, in connection with such replacement, refunding or refinancing, and (y) after giving effect
to any such Indebtedness incurred pursuant to the foregoing clause (i) (or the foregoing clause (iii) in respect of Indebtedness incurred
under such clause (i)), the Company shall be in compliance with Section 7.2.6(ii)(f);


(xi)          
Indebtedness of the Receivables Entity under the, or in connection with a, Permitted Accounts Receivable Program;


(xii)        
Indebtedness under performance or surety bonds or with respect to workers’ compensation claims, in each case incurred in
the ordinary course of business;


(xiii)      
Fox River OU2-5 Related Debt;


(xiv)      
refinancings, refundings, renewals or extensions of Indebtedness permitted by


(a)            
clauses (ii) or (iv), provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing,
refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and
(y) unless otherwise consented by the Administrative Agent, the terms relating to interest, amortization, maturity, collateral (if
any), recourse, and subordination (if any), and other material terms of any such refinancing, refunding, renewing or extending Indebtedness,
and of any agreement entered into and of any instrument issued in connection therewith, do not materially differ from those applicable
to the original Indebtedness permitted hereunder except to the extent necessary to conform with prevailing market terms; or






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(b)            
clauses (x) and (xiii), provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing,
refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and
(y) unless otherwise consented by the Administrative Agent, the terms relating to interest, amortization, maturity, collateral (if
any), recourse, and subordination (if any), and other material terms of any such refinancing, refunding, renewing or extending Indebtedness,
and of any agreement entered into and of any instrument issued in connection therewith, do not materially differ from those applicable
to the original Indebtedness permitted hereunder except to the extent necessary to conform with prevailing market terms;


(xv)        
unsecured Indebtedness not otherwise permitted under one of the sub-clauses of this Section 7.2.1, in an aggregate amount outstanding
at any time not to exceed the sum of (x) $150,000,000.00 plus (y) without duplication, the aggregate amount of Term Loans paid
or prepaid pursuant to Section 2.15 or Section 4.4.1; provided, however that the maturity date for any such unsecured Indebtedness permitted
pursuant to clause (y) above must be a date that is after the then-latest Expiration Date (as determined at the time of the incurrence
of such Indebtedness);


(xvi)      
Indebtedness (a) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently
drawn by the Company or any of its Subsidiaries in the ordinary course of business against insufficient funds, so long as such Indebtedness
is promptly repaid, (b) in respect of overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements
and other cash management and similar arrangements in the ordinary course of business and (c) of the Company or any of its Subsidiaries
undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course
of business; and


(xvii)    
Indebtedness and other obligations (including secured obligations) in an aggregate principal amount not to exceed $75,000,000.00
outstanding at any time.


		7.2.2	Liens.



Each of the Loan Parties shall not, and shall
not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Lien on any of its property or assets,
tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so, except Permitted Liens.


		7.2.3	[Reserved]



		7.2.4	Loans and Investments.



Each of the Loan Parties shall not, and shall
not permit any of its Subsidiaries to, at any time make or suffer to remain outstanding any loan or advance to, or purchase, acquire or
own any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) or limited liability company interest
in, or any other investment or interest in, or make any capital contribution to, any other Person, except:






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(i)             
investments identified on Schedule 7.2.4 hereto;


(ii)           
trade credit extended on usual and customary terms in the ordinary course of business;


(iii)         
loans or advances to employees, officers or directors in the ordinary course of business in an aggregate principal amount not to
exceed $2,000,000.00 at any time outstanding, provided that such loans and advances shall comply with all applicable Law;


(iv)          
investments in cash and Permitted Investments;


(v)            
(a) investments, loans and advances by domestic Loan Parties and domestic Non-Loan Party Subsidiaries to Foreign Loan Parties
in an aggregate principal amount for this clause (a) not to exceed $400,000,000.00 at any time outstanding, (b) investments, loans
and advances by Foreign Loan Parties or domestic Loan Parties to Foreign Non-Loan Party Subsidiaries in an aggregate principal amount
for this clause (b) not to exceed $50,000,000.00 at any time outstanding; (c) investments, loans and advances by Foreign Loan Parties
to Foreign Loan Parties or to a Foreign Non-Loan Party Subsidiary that will become a Foreign Loan Party after giving effect to such investment,
loan or advance, (d) investments, loans and advances by Foreign Non-Loan Party Subsidiaries to the Company or any of its Subsidiaries;
(e) other loans and advances by domestic Loan Parties to Foreign Loan Parties, in excess of the maximum amount specified in clauses
(a) above, so long as the Loan Parties have pledged to the Administrative Agent or the Collateral Agent, as the case may be, for its benefit
and the benefit of the Lenders, the Pledged Loans pursuant to and otherwise in compliance with Section 10.19; (f) investments, loans
and advances to domestic Non-Loan Parties in an aggregate principal amount not to exceed $25,000,000.00 at any time outstanding; and (g) investments,
loans and advances to Loan Parties which are not Foreign Loan Parties;


(vi)          
Permitted Acquisitions;


(vii)        
loans and investments in connection with a Permitted Accounts Receivable Program;


(viii)      
additional investments, loans and advances (expressly excluding loans or advances expressly permitted under Section 7.2.4(v) above),
to or in: (a) Loan Parties; or (b) other Persons, provided that such investment, loans and advances in other Persons,
measured at the time of the making thereof (determined without regard to any write-down or write-offs thereof and net of cash payments
of principal in the case of loans and cash equity returns, whether as a dividend or a redemption in the case of equity investments), do
not exceed in the aggregate the greater of $100,000,000.00 and 5% of Consolidated Total Assets as determined as of the most recent fiscal
year and for which financial statements are required to be delivered hereunder;


(ix)          
receivables, prepaid expenses or deposits owing to the Borrowers or any receivables, prepaid expenses, deposits or advances to
suppliers, in each case if created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with
customary trade terms;






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(x)            
Guaranties by the Loan Parties of Indebtedness of (a) other Loan Parties and (b) other Non-Loan Party Subsidiaries, to
the extent such Guaranties are permitted under Section 7.2.1; and


(xi)          
debt securities, seller notes and other similar investments made as a result of the receipt of partial non-cash consideration from
a sale of assets which is permitted hereunder (excluding sales of timberland).


For the avoidance of doubt, any investment or
increase or decrease to an existing investment deemed to occur as a result of the application of the equity method of accounting (or similar
accounting principal) shall not be restricted or limited by this Section 7.2.4.


		7.2.5	Dividends and Related Distributions.



Each of the Loan Parties shall not, and shall
not permit any of its Subsidiaries to make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no
Material Event of Default exists or would be caused thereby except for (a) dividends or other distributions payable to a Loan Party
or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries
to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient
Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other
common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire
or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future
or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor,
executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any
employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee,
director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary,
bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of
declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject,
in each case, subject to compliance with Section 7.2.8.


		7.2.6	Liquidations, Mergers, Consolidations, Acquisitions.



Each of the Loan Parties shall not, and shall
not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become the subject of an examinership or a party
to any merger, amalgamation or consolidation, or divide into two or more entities, or acquire by purchase, lease or otherwise all or substantially
all of the assets or capital stock or other equity interests of any other Person, and further provided that


(i)             
(a) any Loan Party (other than the Company) or any Non-Loan Party Subsidiary may consolidate or merge into, or amalgamate
with, another Loan Party or Non-Loan Party Subsidiary, (b) any Loan Party may acquire whether by purchase, merger, amalgamation,
lease or otherwise, all or substantially all of the assets or capital stock or other equity interests of another Loan Party (other than
the Company) or a Non-Loan Party Subsidiary, and (c) any Non-Loan Party Subsidiary may acquire, whether by purchase, merger, amalgamation,
lease or otherwise, all or substantially all of the assets or capital stock or other equity interests of a Loan Party (other than the
Company) or another Non-Loan Party Subsidiary, in each case subject to compliance with Sections 7.2.4, 7.2.9 and 7.2.18, and






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(ii)       
the Company or any Subsidiary may acquire, whether by purchase or by merger or amalgamation, (x) all of the ownership interests
of any other Person or (y) substantially all of assets of another Person or of a business or division of any other Person (each a
“Permitted Acquisition”), provided that each of the following requirements is met:


(a)            
if any Loan Party acquires the ownership interests in such Person, such Person shall, if required pursuant to Section 7.2.9, execute
a Borrower Joinder or Guarantor Joinder and join this Agreement as a Borrower or Guarantor pursuant to Section 7.1.10 and otherwise comply
with Section 7.1.10 within the time periods set forth therein (including any extended time period applicable thereunder);


(b)            
the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and, if
the Loan Parties shall use any portion of the Loans to fund such Permitted Acquisition, the Loan Parties also shall have delivered to
the Lenders written evidence of the approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition;


(c)            
either (x) the total consideration paid by or on behalf of the Company or any Subsidiary for any such acquisition of a Person that
does not become or merge with and into the Company or a Guarantor (in the case of clause (x) above) and for assets that do not become
assets of the Company or a Guarantor (in the case of clause (y) above), when aggregated with the total consideration paid by or on behalf
of the Company and the Subsidiaries for all other acquisitions of Persons that do not become or merge with and into the Company or a Guarantor
and for assets that do not become assets of the Company or a Guarantor, shall not exceed $150,000,000 or (y) the percentage of the Company’s
consolidated total assets owned directly by the Company and the Guarantors, after giving pro forma impact to any such Permitted Acquisition,
shall be higher than the equivalent percentage of the Company’s consolidated total assets prior to the closing of such Permitted
Acquisition;


(d)            
(i) with respect to any Permitted Acquisition that is not a Limited Condition Acquisition, no Potential Default or Event of
Default shall exist immediately prior to and after giving effect to such Permitted Acquisition, and (ii) with respect to any Limited
Condition Acquisition, as of the date the Limited Condition Acquisition Agreement is executed, no Potential Default or Event of Default
is in existence or would occur after giving effect to such acquisition, and as of the date of consummation of such Limited Condition Acquisition,
no Event of Default described in Sections 8.1.1, 8.1.15 or 8.1.16 shall have occurred and be continuing;


(e)            
the Company shall demonstrate that the Borrowers shall be in pro forma compliance with the covenants contained in Sections 7.2.15
and 7.2.16 after giving effect to such Permitted Acquisition






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(including in such computation, Indebtedness or other liabilities assumed
or incurred in connection with such Permitted Acquisition and including income earned or expenses incurred by the Person, business or
assets to be acquired as more fully provided herein) by delivering at least five (5) Business Days prior to such Permitted Acquisition
a certificate in substantially the form of Exhibit 7.2.6 evidencing such pro forma compliance; provided that, in the case of any
Limited Condition Acquisition, the then applicable covenant levels as set forth in Sections 7.2.15 and 7.2.16 may, at the election of
the Borrowers, be calculated as of the date the Limited Condition Acquisition Agreement is entered into, as if the acquisition and other
pro forma events in connection therewith were consummated on such date (the Borrowers’ election to exercise such option in connection
with any Limited Condition Acquisition, an “LCA Election”); and


(f)             
the Loan Parties deliver such updates to Schedules required under Section 5.3;


(g)            
the Loan Parties shall deliver to the Administrative Agent at least five (5) Business Days before consummation of such Permitted
Acquisition a copy of the definitive acquisition agreement(s) relating to such Permitted Acquisition, including all schedules and exhibits
thereto, together with such other information about such Person and its assets as the Administrative Agent may reasonably require;


(iii)         
any Subsidiary of the Company may liquidate, dissolve or wind-up its affairs, including any such change necessary to consummate
a transaction permitted elsewhere under this Section 7.2.6, provided that any liquidation, winding up or dissolution of a
Loan Party relating to a disposition of its assets to a Non-Loan Party Subsidiary shall comply with Sections 7.2.4, 7.2.7 and 7.2.9; and


(iv)          
notwithstanding the other provisions of this Section 7.2.6(ii), the Loan Parties and their Subsidiaries may consummate the Project
Jupiter Acquisition and the Project Jupiter Acquisition shall constitute a “Permitted Acquisition”.


Notwithstanding anything set forth herein to the contrary, any determination
in connection with a Limited Condition Acquisition as to the accuracy of representations and warranties or as to the occurrence or absence
of any Potential Default or Event of Default hereunder as of the date the applicable Limited Condition Acquisition Agreement (rather than
the date of consummation of the applicable Limited Condition Acquisition), shall not be deemed to constitute a waiver of or consent to
any breach of representations and warranties hereunder (to the extent actually made) or any Potential Default or Event of Default hereunder
that may exist at the time of consummation of such Limited Condition Acquisition.


		7.2.7	Dispositions of Assets or Subsidiaries.



Each of the Loan Parties shall not, and shall
not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily,
any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract
rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership
interests or limited liability company interests of a Subsidiary of such Loan Party), except for the following:






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(i)             
transactions involving the sale of inventory in the ordinary course of business;


(ii)           
any sale, transfer or lease of assets in the ordinary course of business which are obsolete, surplus, worn out or no longer used
or useful in the conduct of such Loan Party’s or such Subsidiary’s business;


(iii)         
any sale, transfer or lease of assets by (a) one Loan Party or a Non-Loan Party Subsidiary, to a Loan Party, (b) a Non-Loan
Party Subsidiary to another Non-Loan Party Subsidiary, or (c) a Loan Party to a Non-Loan Party Subsidiary, so long as the aggregate
market value of such sales, transfers or leases of assets by Loan Parties to Non-Loan Party Subsidiaries does not exceed 5% of Consolidated
Total Assets at any time, subject in each case to compliance with Sections 7.2.4, 7.2.5, 7.2.8 and 7.2.18;


(iv)          
sales or other transfers of accounts receivables and related rights of the Company and its Subsidiaries pursuant to or in connection
with a Permitted Accounts Receivable Program;


(v)            
any sale, transfer or lease of assets not listed in clauses (i) through (iv) above provided that (A) no Event of Default
shall exist or shall result from such disposition, (B) the aggregate net book value of all assets so sold by the Loan Parties and
their Subsidiaries pursuant to this clause (v) shall not exceed in any fiscal year 10% of the Consolidated Total Assets measured as of
the end of the previous fiscal year (such 10% figure shall be referred to as “Availability”), provided that
to the extent that such value of assets sold, transferred or leased is less than Availability in such fiscal year (the difference being,
the “Unused Portion”), such Unused Portion may be carried over to the next fiscal year (but not to subsequent fiscal
years) and increase Availability in such next fiscal year by such amount, provided further that the aggregate net book value of
all assets sold, transferred or leased in any two consecutive fiscal years may not exceed 20% of Consolidated Total Assets measured at
the beginning of such two-consecutive fiscal year period, and (C) the net cash proceeds (as reasonably estimated by the Company)
are applied as a mandatory prepayment of the Loans to the extent required in accordance with the provisions of Section 4.5.2 above;


(vi)          
(a) licensing or sublicensing of any intellectual property rights in the ordinary course of business and (b) leases, subleases,
licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the
Company and its Subsidiaries;


(vii)        
any sale of timberland properties;


(viii)      
any sale, conveyance, assignment, transfer, lease or disposition of assets among the Company and its Subsidiaries to the extent
permitted under Section 7.2.1, 7.2.2, 7.2.4, 7.2.5 or 7.2.6; and






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(ix)          
sales or other transfers of accounts receivables and related rights of the Company and its Subsidiaries pursuant to or in connection
with a Permitted Supply Chain Finance Program.


		7.2.8	Affiliate Transactions.



Each of the Loan Parties shall not, and shall
not permit any of its Subsidiaries to, enter into or carry out any transaction (including purchasing property or services from or selling
property or services to any Affiliate of any Loan Party or other Person other than another Loan Party) unless such transaction (i) is
not otherwise prohibited by this Agreement, (ii) is entered into in the ordinary course of business or upon fair and reasonable arm’s-length
terms and conditions, and is in accordance with all applicable Law, and, as applicable, is permitted by Section 7.2.1, 7.2.2, 7.2.4, 7.2.5,
7.2.6 or 7.2.7, (iii) involves any employment agreement entered into by the Company or any of the Subsidiaries in the ordinary course
of business, or (iv) is in existence as of the Fourth Restatement Effective Date.


		7.2.9	Subsidiaries.



Each of the Loan Parties shall not, and shall
not permit any of its Subsidiaries to, own or create directly or indirectly any Material Subsidiaries other than: (i) any Foreign Subsidiary,
including any Foreign Subsidiary which has joined this Agreement as Borrower on the Closing Date, or joins this Agreement as a Borrower
after the Closing Date, pursuant to and in compliance with Section 7.1.10 (in each case, subject to Section 10.18 for the avoidance of
doubt (if applicable)); (ii) any Domestic Subsidiary (except for the Receivables Entity) which has joined this Agreement as a Guarantor
or a Borrower on the Closing Date; and (iii) any other Domestic Subsidiary formed, acquired or in existence after the Closing Date (except
for the Receivables Entity) which joins this Agreement as a Guarantor or a Borrower pursuant to and in compliance with Section 7.1.10;
provided that a Subsidiary of the Company which is not a Material Subsidiary may opt to join this Agreement as a Guarantor or a Borrower
pursuant to and in compliance with Section 7.1.10 (but always subject to Section 10.18).


		7.2.10	Continuation of or Change in Business.



Each of the Loan Parties will not, nor will it
permit any of its Subsidiaries to, alter the character of the business of the Loan Parties and their Subsidiaries, taken as a whole, in
any material respect from that conducted as of the Fourth Restatement Effective Date; provided that this Section 7.2.10 shall not
prohibit the Loan Parties and their Subsidiaries from conducting any business or business activities incidental or related to the business
as carried out by the Company and the Subsidiaries on the Fourth Restatement Effective Date or any business or activity that is reasonably
similar, related, ancillary or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto.


		7.2.11	[Reserved].



		7.2.12	Fiscal Year.



The Company shall not, and shall not permit any
Loan Party to, change its fiscal year from the twelve-month period beginning January 1 and ending December 31.






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		7.2.13	[Reserved]



		7.2.14	Changes in Organizational Documents.



Each of the Loan Parties shall not amend, modify
or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws,
certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational
documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required
Lenders.


		7.2.15	Maximum Leverage Ratio.



(i)             
Prior to the Project Jupiter Closing date, the Borrowers shall not permit the Leverage Ratio, measured as of the end of each fiscal
quarter, to exceed 4.00 to 1.00; provided, that (a) during the period of four (4) consecutive fiscal quarters immediately
following the consummation of a Material Acquisition (commencing with the fiscal quarter in which such Material Acquisition occurs), the
Company may elect, with prior notice to the Administrative Agent to increase the preceding ratio to 4.50 to 1.00 (a “Material
Acquisition Period”); and (b) immediately after the end of a Material Acquisition Period, the maximum Leverage Ratio shall
automatically revert to 4.00 to 1.00; provided however that if the Company consummates an additional Material Acquisition during
a Material Acquisition Period the Company may elect an additional Material Acquisition Period (commencing with the quarter in which such
additional Material Acquisition occurs) during such existing Material Acquisition Period so long as the Company has demonstrated that
the maximum Leverage Ratio did not exceed 4.00 to 1.00 for the most recently ended full fiscal quarter during such existing Material Acquisition
Period


(ii)           
On and after the Project Jupiter Closing Date, the Borrowers shall not permit the Leverage Ratio, measured as of the end of each
fiscal quarter of the Company, to exceed (i) 5.25 to 1.00 for any such fiscal quarter end occurring on or after the closing date of the
Project Jupiter Acquisition through and including the end of the second full fiscal quarter of the Company ending after the Project Jupiter
Closing Date, (ii) 4.75 to 1.00 for any such fiscal quarter end occurring after the end of the second full fiscal quarter of the Company
ending after the Project Jupiter Closing Date through and including the end of the fourth full fiscal quarter of the Company ending after
the Project Jupiter Closing Date, (iii) 4.50 to 1.00 for any such fiscal quarter end occurring after the end of the fourth full fiscal
quarter of the Company ending after the Project Jupiter Closing Date through and including the end of the sixth full fiscal quarter of
the Company ending after the Project Jupiter Closing Date, (iv) 4.25 to 1.00 for any such fiscal quarter end occurring after the end of
the sixth full fiscal quarter of the Company ending after the Project Jupiter Closing Date through and including the end of the eighth
full fiscal quarter of the Company ending after the Project Jupiter Closing Date and (v) 4.00 to 1.00 for any such fiscal quarter end
occurring after the end of the eighth full fiscal quarter of the Company ending after the Project Jupiter Closing Date; provided, that
if a Material Acquisition is consummated and the Leverage Ratio as of the end of the then most recently completed fiscal quarter of the
Company is less than 4.00 to 1.00, then for any such fiscal quarter end occurring after the consummation of such Material Acquisition
through and including the end of the fourth full fiscal quarter of the Company ending after the consummation of such Material Acquisition,
the Company may elect, with prior notice to the Administrative Agent, to increase the maximum ratio required by this covenant to 4.50
to 1.00 if a lower ratio would otherwise apply under clause (iv) or (v) above;






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provided however that if the Company consummates
an additional Material Acquisition during a Material Acquisition Period the Company may elect an additional Material Acquisition Period
(commencing with the quarter in which such additional Material Acquisition occurs) during such existing Material Acquisition Period so
long as the Company has demonstrated that the maximum Leverage Ratio was less than 4.00 to 1.00 for the most recently ended full fiscal
quarter during such existing Material Acquisition Period.


		7.2.16	Minimum Interest Coverage Ratio.



The Borrowers shall not permit the ratio (the
“Interest Coverage Ratio”) of Consolidated Adjusted EBITDA to consolidated interest expense of the Company and its
Subsidiaries, measured as of the end of each fiscal quarter, for the four (4) fiscal quarters then ended, to be less than 3.50 to 1.0.


		7.2.17	[Reserved]



		7.2.18	Receivables Entities.



The Loan Parties covenant as follows: (i) each
Permitted Accounts Receivable Program shall be entered into by a Subsidiary of the Company which is wholly owned by the Company (directly
or indirectly) and which engages in no activities other than in connection with the financing of accounts receivables of the Designated
Credit Parties pursuant to a Permitted Accounts Receivable Program (a “Receivables Entity”) and which is designated
as such by the Company as provided below in this Section; (ii) no portion of the Indebtedness or any other obligations (contingent
or otherwise) of a Receivables Entity (a) shall be guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees
of obligations pursuant to Standard Securitization Undertakings), (b) shall be recourse to or obligate the Company or any other Subsidiary
of the Company in any way other than pursuant to Standard Securitization Undertakings, or (c) shall subject any property or asset
of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to Standard Securitization Undertakings; and (iii) no portion of the Indebtedness or any other obligations (contingent
or otherwise) (a) shall be guaranteed by the Company or any other Subsidiary of the Company, (b) shall be recourse to or obligate
the Company or any other Subsidiary of the Company in any way, or (c) shall subject any property or asset of the Company or any other
Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than as contemplated
in the preceding clause (iii)(b). The Company may designate any Subsidiary as a “Receivables Entity” hereunder by delivered
to the Administrative Agent a certificate of the Company executed by a Responsible Officer certifying that such Subsidiary meets the requirements
to be a Receivables Entity set forth in subsection (i) above.






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		7.3	Reporting Requirements.



The Loan Parties, jointly and severally, subject
to Section 10.18 (if applicable), covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties’
other Obligations (other than non-assessed contingent reimbursement obligations) and termination of the Commitments, the Loan Parties
will furnish or cause to be furnished to the Administrative Agent and each of the Lenders:


		7.3.1	Quarterly Financial Statements.



Within forty-five (45) calendar days after the
end of each of the first three fiscal quarters in each fiscal year, consolidated financial statements of the Company and its Subsidiaries,
consisting of a consolidated balance sheet as of the end of such fiscal quarter and related consolidated statements of income and cash
flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and setting forth in comparative
form the respective financial statements for the corresponding date and period in the previous fiscal year. The Loan Parties will be deemed
to have complied with the financial statement delivery requirements of this Section 7.3.1 if such
statements and certification shall have been posted by the Company on its website or shall have been posted on IntraLinks or similar site
to which all of the Lenders have been granted access or are publicly available on the SEC’s website pursuant to the EDGAR system.


		7.3.2	Annual Financial Statements.



Within ninety (90) days after the end of each
fiscal year of the Company and its Subsidiaries, consolidated financial statements of the Company and its Subsidiaries consisting of a
consolidated balance sheets as of the end of such fiscal year, and related consolidated statements of income, consolidated retained earnings
and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements
as of the end of and for the preceding fiscal year, and certified by independent certified public accountants of nationally recognized
standing satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than
any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants
concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect
of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents. The Loan Parties will
be deemed to have complied with the same delivery requirements of this Section 7.3.2 if such
statements and certification shall have been posted by the Company on its website or shall have been posted on IntraLinks or similar site
to which all of the Lenders have been granted access or are publicly available on the SEC’s website pursuant to the EDGAR system.






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		7.3.3	Certificate of the Company.



Concurrently with the financial statements the
Company furnished to the Administrative Agent pursuant to Sections 7.3.1 and 7.3.2, a certificate (each a “Compliance Certificate”)
of the Company signed by a Responsible Officer of the Company, in the form of Exhibit 7.3.3, (i) to the effect that no Event of
Default or Potential Default exists and is continuing on the date of such certificate, (ii) containing calculations in sufficient detail
to demonstrate compliance as of the date of such financial statements with all financial covenants contained in Sections 7.2.15 and 7.2.16
and (iii) with respect to the quarterly financial statements furnished pursuant to Section 7.3.1, that such quarterly financials have
been prepared in accordance with GAAP, consistently applied (subject to normal year-end audit adjustments).


		7.3.4	Notice of Default.



Promptly after any officer of any Loan Party has
learned of the occurrence of an Event of Default or Potential Default, a certificate signed by a Responsible Officer of such Loan Party
setting forth the details of such Event of Default or Potential Default and the action which such Loan Party proposes to take with respect
thereto.


		7.3.5	Notice of Litigation.



Promptly after the commencement thereof, notice
of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against any Loan Party or Subsidiary
of any Loan Party which involve a claim or series of claims in excess of $40,000,000.00 or which if adversely determined would constitute
a Material Adverse Change.


		7.3.6	Notice of Change in Debt Rating.



Within three (3) Business Days after Standard
& Poor’s or Moody’s announces a change in the Company’s Debt Rating, notice of such change. The Company, on behalf
of the Loan Parties, will deliver, together with such notice, a copy of any written notification which the Company received from the applicable
rating agency regarding such change of Debt Rating.


		7.3.7	[Reserved]



		7.3.8	[Reserved]



		7.3.9	Notices Regarding Plans and Benefit Arrangements.



7.3.9.1           
Certain Events.


Promptly upon becoming aware of the occurrence
thereof, notice (including the nature of the event and, when known, any action taken or threatened by the IRS, Department of Labor or
the PBGC with respect thereto) of:


(i)             
any ERISA Event with respect to the Loan Parties or any other member of the ERISA Group,






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(ii)           
any Prohibited Transaction which could subject the Loan Parties to a material civil penalty assessed pursuant to Section 502(i)
of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, any Benefit Arrangement or any trust
created thereunder,


(iii)         
any cessation of operations (by the Loan Parties or any other member of the ERISA Group) at a facility in the circumstances described
in Section 4062(e) of ERISA, or


(iv)          
a failure by the Loan Parties or any other member of the ERISA Group to make a payment to a Plan required to avoid imposition of
a Lien under Section 303(k) of ERISA.


7.3.9.2           
Notices of Involuntary Termination and Annual Reports.


Promptly after receipt thereof, copies of (a) all
notices received by the Loan Parties or any other member of the ERISA Group of the PBGC’s intent to terminate any Plan administered
or maintained by the Loan Parties or any member of the ERISA Group, or to have a trustee appointed to administer any such Plan; and (b) at
the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most
recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained
by the Loan Parties or any other member of the ERISA Group, and schedules showing the amounts contributed to each such Plan by or on behalf
of the Loan Parties or any other member of the ERISA Group in which any of their personnel participate or from which such personnel may
derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Loan Parties or any other member of the
ERISA Group with the Employee Benefit Security Administration.


7.3.9.3           
Notice of Voluntary Termination.


Promptly upon the filing thereof, copies of
any Form 5310, or any successor or equivalent form to Form 5310, filed with the PBGC in connection with the termination of any Plan.


8. DEFAULT


		8.1	Events of Default.



An Event of Default shall mean the occurrence
or existence of any one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary
or effected by operation of Law):


		8.1.1	Payments Under Loan Documents.



The Borrowers shall fail to pay any principal
of any Loan (including scheduled installments, mandatory prepayments or the payment due at maturity), when due or shall fail to pay any
interest on any Loan, Reimbursement Obligation or Letter of Credit Borrowing or any other amount owing hereunder or under the other Loan
Documents within three (3) Business Days after such interest or other amount becomes due in accordance with the terms hereof or thereof;






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		8.1.2	Breach of Warranty.



Any representation or warranty made at any time
by any of the Loan Parties herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or
statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect
as of the time it was made or furnished (provided, that with respect to a breach of Section 5.1.23, in relation to a German Loan
Party this would not result in a violation of, or conflict with, Section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung),
Council Regulation (EC) No. 2271/96 or any similar anti-boycott statute);


		8.1.3	[Reserved]



		8.1.4	Breach of Negative Covenants and Certain Affirmative Covenants.



Any of the Loan Parties shall default in the observance
or performance of any covenant contained in Sections 7.1.6, 7.1.11(a), 7.1.11(b)(D), 7.2 or 7.3.4;


		8.1.5	Breach of Other Covenants.



Any of the Loan Parties shall default in the observance
or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied
for a period of twenty (20) Business Days after any Responsible Officer of any Loan Party has actual knowledge of the occurrence thereof;


		8.1.6	Defaults in Other Agreements or Indebtedness.



A default or event of default shall occur at any
time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which
any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $50,000,000.00 in the aggregate,
and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto,
whether waived or not, but in any event not beyond thirty (30) days) any Indebtedness when due (whether at stated maturity, by acceleration
or otherwise) or if such breach or default permits or causes the acceleration of any Indebtedness (whether or not such right shall have
been waived) or the termination of any commitment to lend;


		8.1.7	Final Judgments or Orders.



Any final judgments or orders for the payment
of money in excess of $50,000,000.00 in the aggregate shall be entered against any Loan Party by a court having jurisdiction in the premises,
which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of forty-five (45) days from the date of entry;






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		8.1.8	Loan Document Unenforceable.



Any of the Loan Documents shall cease to be legal,
valid and binding agreements enforceable against any Loan Party executing the same or such party’s successors and assigns (as permitted
under the Loan Documents) in accordance with the respective terms thereof or shall in any way be terminated (except in accordance with
its terms) or become or be declared ineffective or inoperative or cease to give or provide the respective Liens, security interests, rights,
titles, interests, remedies, powers or privileges intended to be created thereby, or the validity or enforceability of any of the Loan
Documents shall in any way be challenged or contested;


		8.1.9	[Reserved].



		8.1.10	[Reserved].



		8.1.11	Inability to Pay.



Any Loan Party or any Material Subsidiary of a
Loan Party admits in writing its inability to pay its debts as they mature;


		8.1.12	Events Relating to Plans and Benefit Arrangements.



An ERISA Event occurs with respect to a Plan or
an event described in Section 7.3.9.1(ii) occurs, in each case, which has resulted or could reasonably be expected to result in liability
of a Loan Party under (i) Title IV of ERISA to the Plan or the PBGC or (ii) Section 502(i) of ERISA or Section 4975 of the Internal Revenue
Code in an aggregate amount in excess of $50,000,000.00;


		8.1.13	[Reserved].



		8.1.14	Change of Control.



Any person or group of persons (within the meaning
of Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended) shall have acquired, after the Fourth Restatement Effective
Date, beneficial ownership of (within the meaning of Rule 13d-3 promulgated by the SEC under said Act) 35.00% or more of the voting capital
stock of Glatfelter Corporation.


		8.1.15	Involuntary Proceedings.



A case or proceeding shall have been instituted
in a court having jurisdiction in the premises seeking a decree or order for relief in respect of any Loan Party, Material Subsidiary
or group of Subsidiaries which, if their assets were aggregated in a single Subsidiary, would meet the requirements to be a Material Subsidiary,
in an involuntary case or proceeding under any applicable bankruptcy, insolvency, examinership, reorganization or other similar Law now
or hereafter in effect, or for the appointment of a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator, conservator
or similar official of any such Person or group of Persons for any substantial part of its or their property, or for the winding-up, examinership
or liquidation of its or their affairs, and such case or proceeding shall remain undismissed or unstayed and in effect for a period of
forty-five (45) consecutive days or such court shall enter a decree or order granting any of the relief sought in such proceeding; or






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		8.1.16	Voluntary Proceedings.



Any Loan Party, Material Subsidiary or group of
Subsidiaries which, if their assets were aggregated in a single Subsidiary, would meet the requirements to be a Material Subsidiary, shall
commence a voluntary case or proceeding under any applicable bankruptcy, insolvency, examinership, reorganization or other similar Law
now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case or proceeding under any such Law,
or shall consent to the appointment or taking possession by a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator,
conservator or other similar official of itself or themselves or for any substantial part of its or their property or shall make a general
assignment for the benefit of creditors, or shall fail generally to pay its or their debts as they become due, or shall take any action
in furtherance of any of the foregoing (without limiting the generality of the above, in the case of a Loan Party organized under the
Laws of Germany, the application for commencement of any insolvency proceeding (Insolvenzantrag) shall have been filed and in the case
of a Loan Party organized under the Laws of Luxembourg, the application for commencement of any insolvency proceeding (procédure
de faillite) shall have been filed).


		8.2	Consequences of Event of Default.



		8.2.1	Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings.



If an Event of Default specified under Sections
8.1.1 through 8.1.14 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make
Loans hereunder and the Issuing Lender shall be under no obligation to issue Letters of Credit, as the case may be, and the Administrative
Agent may, and upon the request of the Required Lenders, shall (i) by written notice to the Borrowers, declare the unpaid principal
amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness and Obligations of the
Borrowers to the Lenders hereunder and thereunder to be forthwith due and payable, and the same shall (subject to Section 10.18 for the
avoidance of doubt, if applicable) thereupon become and be immediately due and payable to the Administrative Agent for the benefit of
each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require
any Borrowers to, and such Borrowers shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash
collateral for Borrowers’ Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter
available to be drawn on all outstanding Letters of Credit, and each Borrower will pledge to the Administrative Agent and the Lenders,
and will grant to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations. Upon
the curing of all existing Events of Default to the satisfaction of the Required Lenders, the Administrative Agent shall return such cash
collateral to the Borrowers (or applicable Borrowers, as the case may be); and






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		8.2.2	Bankruptcy, Insolvency or Reorganization Proceedings.



If an Event of Default specified under Sections
8.1.15 or 8.1.16 shall occur, the Lenders shall be under no further obligations to make Loans or issue Letters of Credit hereunder and
the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness
and Obligations of the Borrowers to the Lenders hereunder and thereunder shall be immediately due and payable, without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived; and


		8.2.3	Set-off.



If an Event of Default shall occur and be continuing,
any Lender (other than any Defaulting Lender) to whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document
or any participant of such Lender which has agreed in writing to be bound by the provisions of Section 9.9 and any branch, Subsidiary
or Affiliate of such Lender or participant anywhere in the world shall have the right, in addition to all other rights and remedies available
to it, without notice to such Loan Party except as provided herein, to set-off (subject to Section 10.18 for the avoidance of doubt, if
applicable) against and apply to the then unpaid balance of all the Loans and all other Obligations of the Borrowers and the other Loan
Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, a Borrower
or such other Loan Party by such Lender or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit
accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained
by a Borrower or such other Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Lender
or participant or such branch, Subsidiary or Affiliate, and each Lender and the Administrative Agent agrees to promptly notify the Borrowers
after such set-off, provided that the failure to give any such notice shall not affect the validity of such set-off and application.
Such right shall exist whether or not any Lender or the Administrative Agent shall have made any demand under this Agreement or any other
Loan Document, whether or not such debt owing to or funds held for the account of a Borrower or such other Loan Party is or are matured
or unmatured and regardless of the existence or adequacy of any collateral, Guaranty or any other security, right or remedy available
to any Lender or the Administrative Agent; and


		8.2.4	Suits, Actions, Proceedings.



If an Event of Default shall occur and be continuing,
and whether or not the Administrative Agent shall have accelerated the maturity of Obligations pursuant to any of the foregoing provisions
of this Section 8.2, the Administrative Agent, on behalf of the Lenders, if any Lender is owed any amount with respect to the Obligations,
may proceed to protect and enforce the Lenders’ rights by suit in equity, action at law and/or other appropriate proceeding, whether
for the specific performance of any covenant or agreement contained in this Agreement or the other Loan Documents, including as permitted
by applicable Law the obtaining of the ex parte appointment of a receiver, receiver and manager, interim receiver or other similar official,
and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable
right of the Administrative Agent, on behalf of the Lenders; and






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		8.2.5	Application of Proceeds.



From and after the date on which the Administrative
Agent has taken any action pursuant to this Section 8.2 and until all Obligations of the Loan Parties have been paid in full, any and
all proceeds received by the Administrative Agent from the exercise of any remedy by the Administrative Agent, shall be applied as follows:


(i)             
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including
attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Loan
Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the
respective amounts described in this clause First payable to them;


(ii)           
Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal
and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the
respective amounts described in this clause Second payable to them;


(iii)         
Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement
Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;


(iv)          
Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations
and payment obligations then owing under Lender Provided Hedges and Other Lender-Provided Financial Service Products, ratably among the
Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Hedges and Other Lender Provided Financial
Service Products, in proportion to the respective amounts described in this clause Fourth held by them;


(v)            
Fifth, to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any undrawn amounts under
outstanding Letters of Credit; and


(vi)          
Last, the balance, if any, to the Loan Parties or as required by Law.


Notwithstanding anything to the contrary in this
Section 8.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under
its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from
the proceeds of such Non-Qualifying Party’s collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided,
however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of collateral
from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations
otherwise set forth above in this Section 8.2.5.






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		8.2.6	Enforcement of Remedies.



Notwithstanding anything to the contrary contained
herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against
the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit of all
the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising
on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under
the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its
benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents,
(c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any
Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to
any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative
Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the
Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the
preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies
available to it and as authorized by the Required Lenders.


9. THE ADMINISTRATIVE
AGENT


		9.1	Appointment and Authority.



Each of the Lenders and the Issuing Lender hereby
irrevocably appoints PNC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by
the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section
9 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrowers nor any other
Loan Party shall have rights as a third party beneficiary of any of such provisions.


		9.2	Rights as a Lender.



The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated
or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.
Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.






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		9.3	Delegation of Duties.



The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents
appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise
its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 shall apply to any
such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities
in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.


		9.4	Non-Reliance on Administrative Agent and Other Lenders.



Each Lender and the Issuing Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or
any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.


		9.5	No Other Duties, etc.



Anything herein to the contrary notwithstanding,
none of the joint lead arranger, joint bookrunner, syndication agent and documentation agent titles listed on the cover page hereof shall
have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent, a Lender or the Issuing Lender hereunder.


		9.6	Exculpatory Provisions.



The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Loan 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 Potential Default or Event of 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 Loan Documents that the Administrative Agent is 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 Loan 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 the Administrative Agent to liability or that is contrary to any Loan Document or applicable
Law; and






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(c)            
shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Borrowers 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.


The Administrative Agent shall not 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 10.1 and 8.2) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative
Agent shall be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing such Potential
Default or Event of Default is given to the Administrative Agent by the Borrowers, a Lender or the Issuing Lender.


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 Loan 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 Potential Default or Event of Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Section 6 or elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.


		9.7	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, or the issuance of a Letter of Credit, that by
its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition
is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such
Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. 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.






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		9.8	Calculations.



In the absence of gross negligence or willful
misconduct, the Administrative Agent shall not be liable for any error in computing the amount payable to any Lender whether in respect
of the Loans, fees or any other amounts due to the Lenders under this Agreement. In the event an error in computing any amount payable
to any Lender is made, the Administrative Agent, the Borrowers and each affected Lender shall, forthwith upon discovery of such error,
make such adjustments as shall be required to correct such error, and any compensation therefor will be calculated at the Federal Funds
Effective Rate or the Overnight Rate if such computation relates to a Revolving Credit Loan made in an Optional Currency.


		9.9	Sharing of Payments.



If any Lender shall, by exercising any right
of setoff, counterclaim or banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro
rata source, 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 the pro-rata share of the amount such Lender is entitled thereto, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans
and 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 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:


(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, together with interest or other amounts, if any, required
by Law (including court order) to be paid by the Lender or the holder making such purchase; and


(ii)           
the provisions of this Section 9.9 shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to
and in accordance with the express terms of the Loan Documents as in effect from time to time or (y) any payment obtained by a Lender
as consideration for the assignment of or sale of a participation in any of its Loans or Participation Advances to any assignee or participant,
other than to the Borrowers or any Subsidiary thereof (as to which the provisions of this Section 9.9 shall apply).


Each Loan Party 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 Loan Party rights of payment (including setoff, but subject to Section 8.2.3) with respect to such participation as fully
as if such Lender were a direct creditor of each Loan Party in the amount of such participation.


		9.10	Successor Administrative Agent.



The Administrative Agent may at any time give
notice of its resignation to the Lenders, the Issuing Lender and the Borrowers. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, with approval from the Borrowers (so long as no Event of Default has occurred and is continuing), to appoint
a successor, such approval not to be unreasonably withheld or delayed.






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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 retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent with,
if no Event of Default is occurring, the approval of the Company in its reasonable discretion without unreasonable delay; provided
that if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment (or
been approved for such appointment pursuant to the terms hereof), then such resignation shall nonetheless become effective in accordance
with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders
or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security
until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided
to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until
such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.10. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as
provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 9.10 shall continue in effect for the benefit
of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.


If PNC resigns as Administrative Agent under
this Section 9.10, PNC shall also resign as an Issuing Lender. Upon the appointment of a successor Administrative Agent hereunder, such
successor shall, to the extent it will be the replacement Issuing Lender, (i) succeed to all of the rights, powers, privileges and
duties of PNC as the retiring Issuing Lender and Administrative Agent and PNC shall be discharged from all of its respective duties and
obligations as Issuing Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution
for the Letters of Credit issued by PNC, if any, outstanding at the time of such succession or make other arrangement satisfactory to
PNC to effectively assume the obligations of PNC with respect to such Letters of Credit.


		9.11	Administrative Agent’s Fee.



The Borrowers, on a joint and several basis,
subject to Section 10.18, shall pay to the Administrative Agent a nonrefundable fee (the “Administrative Agent’s Fee”)
under the terms of a letter (the “Administrative Agent’s Letter”) among the Borrowers and Administrative Agent,
as amended from time to time.






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		9.12	No Reliance on Administrative Agent’s Customer Identification Program.



Each Lender acknowledges and agrees that neither
such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s,
Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under
or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter
amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any
of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents
or the transactions hereunder or contemplated hereby: (1) any identity verification procedures, (2) any recordkeeping, (3) comparisons
with government lists, (4) customer notices or (5) other procedures required under the CIP Regulations or such other Laws.


 


10. MISCELLANEOUS


		10.1	Modifications, Amendments or Waivers.



With the written consent of the Required Lenders,
the Administrative Agent, acting on behalf of all the Lenders, and the Company in the name and on behalf of the Loan Parties, may from
time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights
of the Lenders or the Loan Parties hereunder or thereunder, or may grant written waivers or consents to a departure from the due performance
of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall
be effective to bind all the Lenders and the Loan Parties; provided, that, no such agreement, waiver or consent may be made which
will:


		10.1.1	Increase of Commitment.



Increase the amount of the Revolving Credit Commitment,
Term Loan Commitment or Swing Loan Commitment of any Lender hereunder without the written consent of each Lender affected thereby;


		10.1.2	Extension of Payment; Reduction of Principal Interest or Fees.



Whether or not any Loans are outstanding, extend
the Expiration Date applicable to the Revolving Credit Commitments or the Term Loans, the time for payment of principal or interest of
any Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Commitment reduction in connection with such a
mandatory prepayment hereunder except for mandatory reductions of the Commitments on the applicable Expiration Date), the Commitment Fee,
the Term Loan Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by
any Loan or reduce the Commitment Fee, Term Loan Commitment Fee or any other fee payable to any Lender, without the written consent of
each Lender affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation
of the Borrowers to pay interest at the rate set forth in Section 3.3 during the continuance of an Event of Default or (ii) to amend
any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of
interest on any Loan or Letter of Credit Fee or to reduce any fee payable hereunder;






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		10.1.3	Release a Guarantor, Pledged Loans and Collateral.



Either (a) except in connection with a transaction
permitted hereunder or as otherwise permitted hereunder (including in connection with any transaction permitted hereunder that results
in a Guarantor ceasing to be a Subsidiary), release any Guarantor from its Obligations under the Guaranty Agreement, without the written
consent of the Administrative Agent and all Lenders (other than Defaulting Lenders), (b) except pursuant to Section 10.19 in accordance
with the terms thereof, release all or any substantial portion of the Pledged Collateral without the written consent of the Administrative
Agent and all Lenders, (c) except pursuant to Section 1.6.2 in accordance with the terms thereof, release or subordinate the Liens securing
the Obligations on all or substantially all of the Collateral or amend any Collateral Document in a manner that would have the effect
of releasing or subordinating the Liens securing the Obligations on all or substantially all of the Collateral, in each case, without
the written consent of the Administrative Agent, the Collateral Agent and all Lenders; or


		10.1.4	Miscellaneous.



Amend the definition of “Optional Currency”
or Sections 2.7.5, 4.2, 8.2.5, 9.6 or 9.9 or this Section 10.1, alter any provision regarding the pro rata treatment of the Lenders (or
Lenders of any Class) or requiring all Lenders to authorize the taking of any action or reduce any percentage specified in the definition
of Required Lenders, in each case without the consent of all the Lenders (other than Defaulting Lenders);


provided, that no agreement, waiver or consent may modify
the interests, rights or obligations of (i) the Administrative Agent in its capacity as Administrative Agent, without the written
consent of the Administrative Agent, (ii) the Issuing Lender, without the written consent of the Issuing Lender, and (iii) the
lender of Swing Loans, without the written consent of the Swing Loan Lender, and provided, further, that, if in connection
with any proposed waiver, amendment or modification referred to in Sections 10.1.1 through 10.1.4 above, the consent of the Required Lenders
is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting
Lender”), then the Borrowers shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders
pursuant to Section 4.4.2. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders
or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the
Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, and (y) any waiver, amendment
or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately
adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.






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Any amendment, waiver or other modification
of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one
or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the
Loan Parties and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto
under this Section 10.1 if such Class of Lenders were the only Class of Lenders hereunder at the time.


		10.2	No Implied Waivers; Cumulative Remedies; Writing Required.



No course of dealing and no delay or failure
of the Administrative Agent or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document
shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof or
any abandonment or discontinuance of steps to enforce such a right, power, remedy or privilege preclude any further exercise thereof or
of any other right, power, remedy or privilege. The rights and remedies of the Administrative Agent and the Lenders under this Agreement
and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have. Any waiver, permit,
consent or approval of any kind or character on the part of any Lender of any breach or default under this Agreement or any such waiver
of any provision or condition of this Agreement must be in writing and shall be effective only to the extent specifically set forth in
such writing.


		10.3	Expenses; Indemnity; Damage Waiver.



		10.3.1	Costs and Expenses of the Administrative Agent.



The Borrowers shall, subject to Section 10.18
(if applicable) pay (i) all out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable
fees and charges, and disbursements, of counsel for the Administrative Agent), and shall pay all reasonable fees and time charges, and
disbursements, for attorneys who may be employees of 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 Loan 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), (ii) all out of pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out of pocket expenses incurred by the
Administrative Agent, any Lender or the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative
Agent, any Lender or the Issuing Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative
Agent, any Lender or the Issuing Lender, in connection with the enforcement or protection of its rights (A) in connection with this
Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters
of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of the Administrative Agent’s regular employees
and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties, provided that
such reimbursement obligation shall be limited to one (1) audit in each fiscal year so long as no Event of Default exists and is continuing.






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		10.3.2	Indemnification of the Administrative Agent by the Borrowers.



The Borrowers, on a joint and several basis (subject
to Section 10.18), unconditionally agree to pay or reimburse the Administrative Agent and hold the Administrative Agent harmless against
(a) liability for the payment of all reasonable out-of-pocket costs, expenses and disbursements, including fees and expenses of external
counsel (limited to (i) one primary counsel, (ii) in the case of a material conflict on any material issue between or among
two or more indemnitees, one additional counsel in each instance and (iii) one local counsel in each applicable jurisdiction), appraisers
and environmental consultants, incurred by the Administrative Agent (i) in connection with the development, negotiation, preparation,
printing, execution, administration, syndication, interpretation and performance of this Agreement and the other Loan Documents, (ii) relating
to any requested amendments, waivers or consents pursuant to the provisions hereof, (iii) in connection with the enforcement of this
Agreement or any other Loan Document or collection of amounts due hereunder or thereunder or the proof and allowability of any claim arising
under this Agreement or any other Loan Document, whether in bankruptcy, examinership or receivership proceedings or otherwise, and (iv) in
any workout or restructuring or in connection with the protection, preservation, exercise or enforcement of any of the terms hereof or
of any rights hereunder or under any other Loan Document or in connection with any foreclosure, collection or bankruptcy proceedings,
and (b) all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent, in its capacity as such,
in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Administrative
Agent hereunder or thereunder, provided that the Borrowers shall not be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements if the same results from the Administrative Agent’s
gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, or if the Borrowers were not given
notice of the subject claim and the opportunity to participate in the defense thereof, at their expense (except that the Borrowers shall
remain liable to the extent such failure to give notice does not result in a loss to the Borrowers), or if the same results from a compromise
or settlement agreement entered into without the consent of the Borrowers, which shall not be unreasonably withheld. In addition, the
Borrowers, jointly and severally, (subject to Section 10.18 for the avoidance of doubt, if applicable) agree to reimburse and pay all
reasonable out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits
of the Loan Parties’ books, records and business properties, provided that such reimbursement obligation shall be limited
to one (1) audit in each fiscal year so long as no Event of Default exists and is continuing. This Section 10.3.2 shall not apply with
respect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.






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		10.3.3	Reimbursement and Indemnification of Lenders by the Borrowers.



The Borrowers, on a joint and several basis (subject
to Section 10.18), agree unconditionally upon demand to pay or reimburse to each Lender (other than the Administrative Agent, as to which
the Borrowers’ Obligations are set forth in Section 10.3.2) and to save such Lender harmless against (i) liability for the
payment of all reasonable out-of-pocket costs, expenses and disbursements (including reasonable fees and expenses of counsel for each
Lender except with respect to (a) and (b) below), incurred by such Lender (a) in connection with the administration and interpretation
of this Agreement, and other instruments and documents to be delivered hereunder, (b) relating to any amendments, waivers or consents
pursuant to the provisions hereof, (c) in connection with the enforcement of this Agreement or any other Loan Document, or collection
of amounts due hereunder or thereunder or the proof and allowability of any claim arising under this Agreement or any other Loan Document,
whether in bankruptcy or receivership proceedings or otherwise, and (d) in any workout or restructuring or in connection with the
protection, preservation, exercise or enforcement of any of the terms hereof or of any rights hereunder or under any other Loan Document
or in connection with any foreclosure, collection or bankruptcy proceedings, or (ii) all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than taxes) which may be
imposed on, incurred by or asserted against such Lender, in its capacity as such, in any way relating to or arising out of this Agreement
or any other Loan Documents or any action taken or omitted by such Lender hereunder or thereunder, provided that the Borrowers
shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements (A) if the same results from such Lender’s gross negligence or willful misconduct as finally determined by
a court of competent jurisdiction, or (B) if the Borrowers were not given notice of the subject claim and the opportunity to participate
in the defense thereof, at their expense (except that the Borrowers shall remain liable to the extent such failure to give notice does
not result in a loss to the Borrowers), or (C) if the same results from a compromise or settlement agreement entered into without
the consent of the Borrowers, which shall not be unreasonably withheld. The Lenders will attempt to minimize the fees and expenses of
legal counsel for the Lenders which are subject to reimbursement by the Borrowers hereunder by considering the usage of one law firm to
represent the Lenders and the Administrative Agent if appropriate under the circumstances. This Section 10.3.3 shall not apply with respect
to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.


		10.3.4	Reimbursement by Lenders.



To the extent that the Borrowers for any reason
fail to indefeasibly pay any amount required under Sections 10.3.1 or 10.3.2 to be paid by it to the Administrative Agent (or any sub-agent
thereof), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent
(or any such sub-agent), the Issuing Lender or such Related Party, as the case may be, such Lender’s Ratable Share (determined as
of the time that the applicable unreimbursed expense or indemnity payment is sought) 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) or the Issuing Lender in its capacity as such, or against any Related Party of any of the
foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing Lender in connection with such capacity.






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		10.3.5	Waiver of Consequential Damages, Etc.



To the fullest extent permitted by applicable
Law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, 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 Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No indemnitee referred to in Section 10.3.2 or Section
10.3.3 shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby.


		10.3.6	Payments.



All amounts due under this Section shall be payable
not later than ten (10) days after demand therefor.


		10.4	Holidays.



Whenever payment of a Loan to be made or taken
hereunder shall be due on a day which is not a Business Day such payment shall be due on the next Business Day (except as provided in
Section 3.2 with respect to Interest Periods under the Euro-Rate Option or the EURIBOR Rate Option with respect to Revolving Credit Loans
and Term Loans) and such extension of time shall be included in computing interest and fees, except that the Loans shall be due on the
Business Day preceding the applicable Expiration Date if such Expiration Date is not a Business Day. Whenever any payment or action to
be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day which is not a Business Day, such payment
or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest
or fees, if any, in connection with such payment or action


		10.5	Funding by Branch, Subsidiary or Affiliate.



		10.5.1	Notional Funding.



Each Lender shall have the right from time to
time, without notice to the Borrowers, to deem any branch, Subsidiary or Affiliate (which for the purposes of this Section 10.5 shall
mean any corporation or association which is directly or indirectly controlled by or is under direct or indirect common control with any
corporation or association which directly or indirectly controls such Lender) of such Lender to have made, maintained or funded any Loan
to which the Euro-Rate Option or EURIBOR Rate Option applies at any time, provided that immediately following (on the assumption
that a payment were then due from the Borrowers to such other office), and as a result of such change, the Borrowers would not be under
any greater financial obligation pursuant to Section 4.6 than it would have been in the absence of such change. Notional funding offices
may be selected by each Lender without regard to such Lender’s actual methods of making, maintaining or funding the Loans or any
sources of funding actually used by or available to such Lender.






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		10.5.2	Actual Funding.



Each Lender shall have the right from time to
time to make or maintain any Loan or Letter of Credit Borrowing by arranging for a branch, Subsidiary or Affiliate of such Lender to make
or maintain such Loan subject to the last sentence of this Section 10.5.2. If any Lender causes a branch, Subsidiary or Affiliate to make
or maintain any part of the Loans or Letter of Credit Borrowing hereunder, all terms and conditions of this Agreement shall, except where
the context clearly requires otherwise, be applicable to such part of the Loans or Letter of Credit Borrowing to the same extent as if
such Loans or Letter of Credit Borrowing were made or maintained by such Lender, but in no event shall any Lender’s use of such
a branch, Subsidiary or Affiliate to make or maintain any part of the Loans or Letter of Credit Borrowing hereunder cause such Lender
or such branch, Subsidiary or Affiliate to incur any cost or expenses payable by the Borrowers hereunder or require the Borrowers to pay
any other compensation to any Lender (including any expenses incurred or payable pursuant to Section 4.6) which would otherwise not be
incurred.


		10.6	Notices; Lending Offices.



Any notice, request, demand, direction or other
communication (for purposes of this Section 10.6 only, a “Notice”) to be given to or made upon any party hereto under
any provision of this Agreement shall be given or made by telephone or in writing (which includes means of electronic transmission (i.e.,
“e-mail”) or facsimile transmission or by setting forth such Notice on a site on the World Wide Web (a “Website Posting”)
if Notice of such Website Posting (including the information necessary to access such site) has previously been delivered to the applicable
parties hereto by another means set forth in this Section 10.6) in accordance with this Section 10.6. Any such Notice must be delivered
to the applicable parties hereto at the addresses and numbers set forth under their respective names on Schedule 1.1(B) hereof
or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 10.6. Any Notice
shall be effective:


(i)             
In the case of hand-delivery, when delivered;


(ii)           
If given by mail, four days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid,
return receipt requested;


(iii)         
In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed
no later than the next Business Day by hand delivery, a facsimile or electronic transmission, a Website Posting or overnight courier delivery
of a confirmatory notice (received at or before noon on such next Business Day);


(iv)          
In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number if
the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;


(v)            
In the case of electronic transmission, when actually received;






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(vi)          
In the case of a Website Posting, upon delivery of a Notice of such posting (including the information necessary to access such
web site) by another means set forth in this Section 10.6; and


(vii)        
If given by any other means (including by overnight courier), when actually received.


Any Lender giving a Notice to a Loan Party shall concurrently send
a copy thereof to the Administrative Agent, and the Administrative Agent shall promptly notify the other Lenders of its receipt of such
Notice. Schedule 1.1(B) lists the Lending Offices of each Lender. Each Lender may change its respective Lending Office by written
Notice to the Administrative Agent and other Lenders.


		10.7	Severability.



The provisions of this Agreement are intended
to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such
provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting
the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.


		10.8	Governing Law.



This Agreement shall be governed by and construed
in accordance with the Laws of the State of New York. Each standby Letter of Credit issued under this Agreement shall be subject either
to the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce
(the “ICC”) at the time of issuance (“UCP”) or the rules of the International Standby Practices
(ICC Publication Number 590) (“ISP98”), as determined by the Issuing Lender, and each trade Letter of Credit issued
under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the State of
New York without regard to its conflict of laws principles.


		10.9	Prior Understanding.



This Agreement, the Fourth Restatement Agreement
and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, between the parties hereto and
thereto relating to the transactions provided for herein and therein, including any prior confidentiality agreements and commitments.


		10.10	Duration; Survival.



All representations and warranties of the Loan
Parties contained herein or made in connection herewith shall survive the making of Loans and issuance of Letters of Credit and shall
not be waived by the execution and delivery of this Agreement, any investigation by the Administrative Agent or the Lenders, the making
of Loans, issuance of Letters of Credit, or payment in full of the Loans. All covenants and agreements of the Loan Parties contained herein
shall continue in full force and effect from and after the date hereof so long as the Borrowers may borrow or request Letters of Credit
hereunder and until termination of the Commitments and payment in full of the Obligations (other than non-assessed contingent reimbursement
obligations) and expiration or termination of all Letters of Credit.






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Sections 4 and 10.3 shall survive payment in full of the Obligations,
expiration or termination of the Letters of Credit and termination of the Commitments. In addition, all covenants and agreements of the
Borrowers and the Lenders contained herein shall, if any related payment is later declared to be a fraudulent conveyance or a preference
in any respect, set aside or required to be paid to a debtor in possession, any secured party, receiver or similar Person, or otherwise
voided or nullified (a “Voided Payment”), be reinstated and deemed to have survived payment in full of the Obligations,
expiration or termination of the Letters of Credit and termination of the Commitments, to the extent such reinstatement and survival is
necessary for the Administrative Agent to recover such Voided Payment.


 


		10.11	Successors and Assigns.



		10.11.1	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 Company nor any other Loan Party (except with respect to any Loan Party, other than the Company, in a transaction not prohibited by
this Agreement) 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 Section 10.11.2, (ii) by way of participation in accordance with the provisions of
Section 10.11.4, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.11.5 (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 Section 10.11.4 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.


		10.11.2	Assignments by Lenders.



Any Lender may at any time assign to one or more
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 clause (i)(a) of this Section 10.11.2, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or,






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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 Agreement with
respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000.00, in the case of any assignment in respect of the Revolving
Credit Commitment of the assigning Lender, or €5,000,000.00 in the case of the Term Loan Commitment or Term Loan of such assigning
Lender, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise
consents (each such consent not to be unreasonably withheld or delayed).


(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.


(iii)         
Required Consents. No consent shall be required for any assignment except for the consent of the Administrative Agent (which
shall not be unreasonably withheld or delayed) and:


 (a)            
the consent of the Borrowers (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 Borrowers 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 Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment
that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).


(iv)          
Assignment and Assumption Agreement. The parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500.00, and the assignee, if it is not a
Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.


(v)           
No Assignment to Borrowers. No such assignment shall be made to the Borrowers or any of the Borrowers’ Affiliates
or Subsidiaries.


(vi)          
No Assignment to Natural Persons. No such assignment shall be made to a natural person.


Subject to acceptance and recording thereof by the Administrative
Agent pursuant to Section 10.11.3, from and after the effective date specified in each Assignment and Assumption Agreement, the assignee
thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement,
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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment
and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease
to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.4, 4.6 and 10.3 with respect to facts and circumstances
occurring prior to the effective date of such assignment.






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Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 10.11.2 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 Section 10.11.4.


		10.11.3	Register.



The Administrative Agent, acting solely for this
purpose as an agent of the Borrowers, shall maintain a record of the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time. Such register shall be conclusive, and the
Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is in such register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be available for
inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


		10.11.4	Participations.



Any Lender may at any time, without the consent
of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrowers
or any of the Borrowers’ Affiliates or Subsidiaries) (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 Borrowers, the Administrative Agent, the Lenders,
and the Issuing Lender 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 (other than as is already provided for herein) to any amendment,
modification or waiver with respect to Section 10.1.1, 10.1.2 or 10.1.3 that directly affects such Participant. Each Borrower agrees that
each Participant shall, if applicable, be entitled to the benefits of Sections 3.4, 4.6, 10.3 and 4.7 (subject to the requirements and
limitations therein, including the requirements under Section 4.7) to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to Section 10.11.2; provided that (A) such Participant agrees to be subject to the provisions of Section
4.4.2 as if it were an assignee under Section 10.11.2; and (B) such Participant shall not be entitled to receive any greater payment
under Sections 3.4, 4.6 or 4.7, with respect to any participation, than its participating Lender would have been entitled to receive,
except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired
the applicable participation.






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Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable
efforts to cooperate with the Borrowers to effectuate the provisions of Section 4.4.2 with respect to any Participant. To the extent permitted
by Law, each Participant also shall, if applicable, be entitled to the benefits of Section 8.2.3 as though it were a Lender; provided
that such Participant agrees to be subject to Section 9.9 as though it were a Lender. Each Lender that sells a participation shall, acting
solely for this purpose as an 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 the Loan
Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or
any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person (other than the
Borrowers) except to the extent that such disclosure is either necessary for such commitment, loan, letter of credit or other obligation
to be, or necessary to establish that such obligation is, in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
No Participant shall be entitled to the benefits of Section 4.7, however, unless all information and documents required by Section 4.7
with respect to such Participant have been provided to the Borrower. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender 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. For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Each Lender that sells a participation
pursuant to this Section 10.11.4 shall notify the Administrative Agent of the amount of the principal amounts of each such Participant’s
participant interest with respect to such Lender’s rights and obligations under this Agreement and shall obtain a Qualifying Lender
Confirmation completed and signed by or on behalf of the Participant and shall procure an undertaking from the Participant that it will
comply with the provisions of sub clauses (a) to (c) of Section 4.7.7(iii) as if it were a Lender. Notwithstanding the preceding paragraph,
any Participant that is a Farm Credit Lender that (i) has purchased a participation in a Dollar Equivalent minimum amount of $5,000,000.00
(ii) has been designated as a voting Participant (a “Voting Participant”) in a notice (a “Voting Participant
Notice”) sent by the relevant Lender (including any existing Voting Participant) to the Administrative Agent and (iii) receives,
prior to becoming a Voting Participant, the consent of the Borrowers and the Administrative Agent (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 Section 10.11.2 and such consent is not required for an assignment to an existing Voting Participant), shall be entitled
to vote as if such Voting Participant were a Lender on all matters subject to a vote by Lenders, and the voting rights of the selling
Lender (including any existing Voting Participant) shall be correspondingly reduced, on a dollar-for-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 10.11.4 shall be
a Voting Participant without delivery of a Voting Participation Notification and without the prior written consent of the Administrative
Agent. 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.






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		10.11.5	Certain Pledges; Successors and Assigns Generally.



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.


		10.12	Confidentiality.



		10.12.1	General.



Each of the Administrative Agent, the Lenders
and the Issuing Lender agrees to maintain the confidentiality of the Information, except that Information may be disclosed (i) to
its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives
(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), (ii) 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), (iii) to
the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto,
(v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing
provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) with the consent of the Borrowers
or (viii) to the extent such Information (Y) becomes publicly available other than as a result of a breach of this Section or
(Z) becomes available to the Administrative Agent, any Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential
basis from a source other than any Loan Party. 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. With the prior written consent
of the Loan Parties, the Administrative Agent or any Lender may publish customary advertising material relating to the transactions contemplated
hereby using the name, product photographs, logo or trademark of such Loan Party. In addition, with the prior written consent of the Loan
Parties, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to
market data collectors, similar service providers to the lending industry and service providers to the agents and the Lenders in connection
with the administration of this Agreement, the other Loan Documents and the Commitments.






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		10.12.2	Sharing Information With Affiliates of the Lenders.



Each Loan Party acknowledges that from time to
time financial advisory, investment banking and other services may be offered or provided to the Borrowers or one or more of its Affiliates
(in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of
the Loan Parties hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries
pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or
Affiliate of such Lender, it being understood that any such Subsidiary or affiliate of any Lender receiving such information shall be
bound by the provisions of Section 10.12.1 as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans
and other Obligations and the termination of the Commitments. Each of the Administrative Agent, the Lenders and the issuer of Letters
of Credit, solely on its own behalf, acknowledges that the information provided by the Loan Parties and their respective Subsidiaries
may include material non-public information concerning the Loan Parties or their respective Subsidiaries, as the case may be, and that,
to the extent such Person has not opted out by written notice to the Administrative Agent and the Company from receiving any such material
non-public information, such Person will take commercially reasonable measures to use such material non-public information in compliance
with applicable Law according to its usual procedures for the handling of such information as in effect from time to time.


		10.13	Counterparts; Integration; Effectiveness.



This Agreement may be executed by different
parties hereto on any number of separate counterparts, each of which, when so executed and delivered, shall be an original, and all such
counterparts shall together constitute one and the same instrument. This Agreement and the other Loan Documents, and any separate letter
agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof including any prior confidentiality agreements and commitments. Except as provided in Section 6, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy or e-mail (.tif or .pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000
or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be effective
as delivery of a manually executed counterpart of this Agreement and be valid and effective for all purposes to the fullest extent permitted
by applicable law.






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		10.14	Administrative Agent’s or Lender’s Consent.



Whenever the Administrative Agent’s or
any Lender’s consent is required to be obtained under this Agreement or any of the other Loan Documents as a condition to any action,
inaction, condition or event, the Administrative Agent and each Lender shall be authorized to give or withhold such consent in its sole
and absolute discretion (unless otherwise specified herein) and to condition its consent upon the payment of money or any other matter.


		10.15	Exceptions.



The representations, warranties and covenants
contained herein shall be independent of each other, and no exception to any representation, warranty or covenant shall be deemed to be
an exception to any other representation, warranty or covenant contained herein unless expressly provided, nor shall any such exceptions
be deemed to permit any action or omission that would be in contravention of applicable Law.


		10.16	CONSENT TO FORUM; WAIVER OF JURY TRIAL.



EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA
SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT, AND EACH LOAN PARTY WAIVES PERSONAL SERVICE OF ANY AND
ALL PROCESS UPON IT AND CONSENTS TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR
REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 10.6 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
UPON ACTUAL RECEIPT THEREOF. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED
AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. EACH LOAN PARTY, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO THE FULL EXTENT PERMITTED BY LAW.






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		10.17	USA Patriot Act.



Each Lender or assignee or participant of a
Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification
requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (i) an affiliate of
a depository institution or foreign bank that maintains a physical presence in the United states or foreign county, and (ii) subject
to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Administrative
Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to
other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (1) within 10 days after the Closing
Date, and (2) at such other times as are required under the USA Patriot Act.


Each Lender that is subject to the USA Patriot
Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Loan Parties that pursuant to the requirements
of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties (and any other Person
that proposes or is required to join this Agreement as a Borrower or a Guarantor), which information includes the name and address of
Loan Parties (or such Borrower or Guarantor) and other information that will allow such Lender or Administrative Agent, as applicable,
to identify the Loan Parties (or such Borrower or Guarantor) in accordance with the USA Patriot Act. Any Person that proposes or is required
to join this Agreement as a Borrower or Guarantor shall provide any such required information to such Lender or Administrative Agent,
as applicable, at least 10 Business Days prior to the date of joinder.


Each Loan Party acknowledges that, pursuant
to Canadian Anti-Money Laundering & Anti-Terrorism Laws, the Lenders may be required to obtain, verify and record information regarding
the Loan Parties and their directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the
Loan Parties and the transactions contemplated hereby. The Borrowers shall promptly provide, or cause to be provided, all such information,
including supporting documentation and other evidence, as may be reasonably requested by the Lenders, or any prospective assignee or participant
of the Lenders in order to comply with any applicable Canadian Anti-Money Laundering & Anti-Terrorism Laws, whether now or hereafter
in existence; provided in each case, that in relation to any German Loan Party, compliance with any of the foregoing does not result in
a violation of, or conflict with, Section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung), Council Regulation
(EC) No. 2271/96 or any similar anti-boycott statute.


		10.18	Nature of Foreign Borrower Obligations.



(a)            
Notwithstanding the joint and several liability of the Borrowers under this Agreement or any other Loan Document, and notwithstanding
any other provision herein and/or in any other Loan Document, and whether or not explicitly limited by reference to this Section, all
obligations and liabilities of each Foreign Borrower under this Agreement and/or any of the other Loan Documents on account of principal
and interest under the Loans and Reimbursement Obligations and Letter of Credit Borrowings and/or any Swap Obligations and/or any set
off shall be limited to the principal amount advanced to such Foreign Borrower or its Subsidiaries and reimbursement of draws under Letters
of Credit issued for the account of such Foreign Borrower or its Subsidiaries and, in each case, interest thereon or the Swap Obligations
entered into by the respective Foreign Borrowers or any of its Subsidiaries.






    	 	 150	 



     


    

 


In addition, each such Foreign Borrower shall be liable only
for its pro rata share of all fees, expenses, compensation and other sums due hereunder (other than principal on the Loans and
reimbursement of draws under Letters of Credit and interest thereon) based upon the ratio of the sum of Loans outstanding to and Letters
of Credit issued for such Foreign Borrower to the total amount of Loans outstanding and Letters of Credit issued hereunder. Notwithstanding
the foregoing, with respect to any reimbursement or indemnification obligation arising from a breach of any representation, covenant,
reporting requirement or other similar obligation under this Agreement or any other Loan Document, each such Foreign Borrower shall be
liable only to the extent that such breach is in relation to such Foreign Borrower or any of its Subsidiaries. Solely for purposes of
this Section 10.18, a FSHCO (as defined in Exhibit 1.6) shall be considered a Foreign Borrower.


(b)            
Any Foreign Borrower may from time to time deliver a termination notice to the Administrative Agent requesting that it no longer
be a party hereto. Such termination shall be effective two Business Days after receipt by the Administrative Agent so long as all obligations
of such Foreign Borrower hereunder have been paid in full (including principal, interest and other amounts) and no Letter of Credit issued
for the account or benefit of such Foreign Borrower is outstanding; provided that, to the extent this Agreement provides for the
survival of certain provisions upon termination hereof, such surviving provisions shall survive a termination under this subsection with
respect to any such Foreign Borrower. Following receipt of such notice, no further Loans may be borrowed by such Foreign Borrower hereunder,
unless such Foreign Borrower shall thereafter rejoin this Agreement as a Borrower pursuant to the joinder provisions of Section 7.1.10.


		10.19	Pledge of Foreign Loan Party Loans.



(a)            
To secure all of the Obligations, each of the Loan Parties (other than the Foreign Loan Parties) hereby grants to the Administrative
Agent or, in the event a Security Triggering Event occurs, to the Collateral Agent, for its benefit and the benefit of the Lenders, a
security interest in and to the following property of such Loan Party, whether now or hereafter existing, and wherever located (collectively,
the “Pledged Collateral”): (i) all loans and advances made by domestic Loan Parties to Foreign Loan Parties pursuant
to Section 7.2.4(v)(d) (collectively, the “Pledged Loans”); (ii) all instruments, promissory notes, chattel paper,
documents, certificates, securities and investment property evidencing such Pledged Loans; (iii) all Liens and other contracts securing
or otherwise relating to such Pledged Loans; (iv) all books and records relating to such Pledged Loans and items of collateral described
in the preceding clauses (ii) and (iii); and (v) all proceeds of such Pledged Loans and items of collateral described in the preceding
clauses (ii) and (iii).


(b)            
In furtherance of the foregoing: (i) the Company, on behalf of the Loan Parties, shall promptly as practicable after the existence
thereof, cause all of the Pledged Loans to be evidenced by a duly executed intercompany promissory note and deliver same to the Administrative
Agent or, in the event a Security Triggering Event occurs, to the Collateral Agent, together with all other original items of Pledged
Collateral of a type requiring possession by the Administrative Agent or the Collateral Agent, as the case may be, for perfection of the
Administrative Agent’s or the Collateral Agent’s and Lenders’ Lien under applicable Law, duly endorsed and dated in
blank, if such endorsement is necessary or customary; and (ii) the Loan Parties hereby authorize the Administrative Agent and, in
the event a Security Triggering Event occurs, the Collateral Agent, for its benefit and the benefit of the Lenders, to file Uniform Commercial
Code financing statements naming each Loan Party holding Pledged Collateral as a debtor and describing the Pledged Collateral therein.






    	 	 151	 



     


    

 


Upon and during the continuation of an Event of Default, the Administrative Agent or the Collateral Agent, as the case may be, for its
benefit and the benefit of the Lenders, may exercise all of the rights and remedies of a secured creditor with respect to the Pledged
Collateral under the applicable Uniform Commercial Code, including without limitation the right to demand that payment of the Pledged
Collateral be made directly to the Administrative Agent or the Collateral Agent, as the case may be, for its benefit and the benefit of
the Lenders, for application to the Obligations consistent with Section 8.2.5.


(c)            
If, after the pledge of Pledged Loans as contemplated in this Section 10.19, the Loan Parties have no outstanding loans and advances
to Foreign Loan Parties and Foreign Non-Loan Party Subsidiaries pursuant to Section 7.2.4(v)(d), the Borrower Agent may provide to the
Administrative Agent or, in the event a Security Triggering Event occurs, the Collateral Agent, a certificate of a Responsible Officer
certifying to such fact (including reasonable confirming calculations) and request that the Administrative Agent or the Collateral Agent,
as the case may be, release such Pledged Loans. The Administrative Agent or the Collateral Agent, as the case may be, shall thereafter
effectuate such release by return of the original Pledged Collateral relating to such Pledged Loans to the Borrower Agent and amendment
to any of its applicable Uniform Commercial Code financing statements. Any such release shall be limited to the specific Pledged Loans
released and shall not constitute a general release of the requirements of Section 7.2.4(v)(d) and this Section 10.19, which the Loan
Parties shall be required to comply with at any time thereafter that the Loan Parties have any outstanding loans or advances to Foreign
Loan Parties or Foreign Non-Loan Party Subsidiaries pursuant to Section 7.2.4(v)(d).


(d)            
It is understood and agreed that in the event of any conflict or inconsistency between this Section 10.19 and Section 1.6, this
Section 10.19 shall prevail to the extent such conflict or inconsistency relates to the Pledged Collateral (including the Pledged Loans).


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



Notwithstanding anything to the contrary in
any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject
to the Write-Down and Conversion Powers of 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;






    	 	 152	 



     


    

 


(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 undertaking, 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 Loan 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.


		10.21	Certain ERISA Matters.



(i)           
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 its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan
Party, that at least one of the following is and will be true:


(A)               
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA) of one or more Benefit Plans
in connection with the Loans, the Letters of Credit, the Commitments or this Agreement,


(B)               
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions
determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


(C)               
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to
enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the
requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


(D)               
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.






    	 	 153	 



     


    

 


(ii)           
In addition, unless either subclause (i)(A) in this Section 10.21 is true with respect to a Lender or such Lender has provided
another representation, warranty and covenant as provided in subclause (i)(D) in this Section 10.21, such Lender further (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 its Affiliates,
and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not
a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation
or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


		10.22	No Advisory or Fiduciary Responsibility.



In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each
Loan Party acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders
(in such capacity) are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the
Lenders (in such capacity), on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms,
risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders (in
such capacity) is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not
been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers or any of their Affiliates, or any other Person
and (B) no Lender (in such capacity) has any obligation to the Borrowers or any of their Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders
(in such capacity) and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ
from those of the Borrowers and their Affiliates, and no Lender (in such capacity) has any obligation to disclose any of such interests
to the Borrowers or their Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that
it may have against each of the Lenders (in such capacity) with respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby.


		10.23	Acknowledgement Regarding Any Supported QFCs.



To the extent that the Loan Documents provide
support, through a guarantee or otherwise, for any Lender Provided Hedge or any other agreement or instrument that is a QFC (such support,
“QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as
follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and
Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.
Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the
United States or any other state of the United States).






    	 	 154	 



     


    

 


In the event a Specified Covered Entity that is party to a Supported QFC (each,
a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported
QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support,
and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same
extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and
any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States.
In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under
the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect
to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


 






    	 	 155	 



     


    

 


 


SCHEDULE 1.1(A)


Pricing Grid for Glatfelter Corporation*

Pricing in basis points


	Level	
    Debt

    Ratings Level
	Leverage

Ratio

Level	Base Rate Spread	Euro-Rate

                                                                                Spread / 
 EURIBOR

                                                                                Rate Spread / 
 Letter of 

                                                                                Credit Fee
	Tem

                                                                                Loan

                                                                                Spread
	Commitment 

Fee
	I	Baa2/BBB or higher	< 1.50 to 1.00	12.5	112.5	112.5	10.0
	II	Baa3/BBB-	< 2.00 to 1.00

but

≥ 1.50 to 1.00	25.0	125.0	125.0	15.0
	III	Ba1/BB+	< 2.50 to 1.00

but

≥ 2.00 to 1.00	50.0	150.0	150.0	20.0
	IV	Ba2/BB	< 3.00 to 1.00

but

≥ 2.50 to 1.00	75.0	175.0	175.0	25.0
	V	Ba3/BB- or lower	≥ 3.00 to 1.00	100.0	200.0	200.0	30.0


 


*Prior to the Project Jupiter Closing Date: At any time of determination,
pricing will be determined by reference to the higher (Level I being the highest) of the Leverage Ratio level and the Debt Ratings level.


*Effective as of the Project Jupiter Closing Date: At any time of
determination, pricing will be determined by reference to the higher (Level I being the highest) of the Leverage Ratio level and the Debt
Ratings level, provided that, for each day from and including the closing date of the Project Jupiter Acquisition through and including
the one year anniversary thereof, the pricing and fees in Level IV shall apply if Level I, Level II or Level III would otherwise apply.


*In the event the Company’s Debt Rating is split-rated, pricing
will be determined by the higher of the two ratings, except that if the ratings differ by more than one level, pricing will be determined
by one level above the lower rating. In the event that either Moody’s or Standard & Poor’s shall cease to provide a Debt
Rating, pricing will be determined by reference to the Leverage Ratio.


*Increases or decreases in pricing and fees pursuant to the grid
above shall be (x) recomputed as of the end of each fiscal quarter ending after the Closing Date based on the Leverage Ratio as of
such quarter end and shall be effective on the date on which the Compliance Certificate evidencing such computation is due to be delivered
under Section 7.3.3 and (y) recomputed and effective as of the date on which any Debt Rating of the Company shall change (if such
change results in a change in the pricing Level).






    	 	 156	 



     


    

 


If a Compliance Certificate is not delivered when due in accordance with such Section
7.3.3, then the rates in Level V shall apply as of the first Business Day after the date on which such Compliance Certificate was required
to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.


If, as a result of any restatement of or other adjustment to the
financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Leverage Ratio as
calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have
resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative
Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual
or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and
without further action by the Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of
interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This
paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Section
2.9 or Section 4.3 or Section 9. The Borrowers’ obligations under this paragraph shall survive the termination of the Commitments
and the repayment of all other Obligations hereunder.


 


 


 






    	 	 157	 



     


    










SCHEDULE 1.1(B)


COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES


Part 1 - Commitments of Lenders and Addresses for Notices to Lenders
and Administrative Agent


	Lender	Amount of Commitment for Revolving Credit Loans	Amount of Commitment for Term Loans	Amount of Commitment for Swing Loans	Ratable Share of Revolving Credit Loans	HMRC DT

Treaty Passport scheme reference number and jurisdiction of tax residence
	
    Lender Name

    HSBC Bank USA, N.A.

    Address for Notices:

    150 North Radnor Chester Road - Suite
    A250

    Radnor, Pennsylvania 19087

    Attention:    JiaQi Zhang

    Telephone:  (610) 230-0974

    Fax:            
     (610) 230-0975

    Email:       
       jiaqi.x.zhang@us.hsbc.com

    Address of Lending Office:

    425 Fifth Avenue 5th Floor

    New York, NY 10018

    Attention:   CTLA Loan Admin

    Telephone:  (212) 525-1529

    Fax:              (847) 793-3415

    Email:           ctlanyloanadminqueries@us.hsbc.com
	

$70,000,000.00	

€0.00	

N/A	

17.500000000%	

13/P/63904/DTTP

United States
	
    Lender Name (also Administrative

    Agent):

    PNC Bank, National Association

    Address for Notices:

    1600 Market Street - 22nd Floor

    Philadelphia, Pennsylvania 19103

    Attention:        Dan Borelli

    Telephone:      (215) 585-2003

    Fax:                  (215) 585-5987

    Email:              Daniel.borelli@pnc.com

    Address of Lending Office:

    PNC Firstside Center - 3rd Floor

    500 First Avenue

    Pittsburgh Pennsylvania 15219

    Attention:     Michael Anthony Green

    Telephone:    (412) 768-8523

    Fax:                (412) 762-8672

    Email:            michaelanthony.green@pnc.com
	

$70,000,000.00	

€0.00	

$30,000,000.00	

17.500000000%	

13/H/314375/DTTP

United States



 


 



    	 	Schedule 1.1(B)	 



     


    




	Lender	Amount of Commitment for Revolving Credit Loans	Amount of Commitment for Term Loans	Amount of Commitment for Swing Loans	Ratable Share of Revolving Credit Loans	HMRC DT

Treaty Passport scheme reference number and jurisdiction of tax residence
	
    Lender Name:

    JPMorgan Chase Bank, N.A.

    Address for Notices:

    237 Park Avenue – 7th Floor

    New York, New York 10017

    Attention:     Louis Salvino

    Telephone:   (212) 270 5086

    Fax:                (646) 792 3943

    Email:            louis.g.salvino@jpmorgan.com

    Address of Lending Office:

    10 South Dearborn - Floor 7

    Chicago, Illinois 60603

    Attention:     Non-Agented Servicing
    Team

    Fax:                (214) 307-6874

    Email:            CB.NAST@tls.ldsprod.com
	

$65,000,000.00	

€0.00	

N/A	

16.250000000%	

13/M/268710/DTTP

United States
	
    Lender Name:

    CoBank, ACB

    Address for Notices:

    6340 South Fiddlers Green Circle

    Greenwood Village, Colorado 80111

    Attention:     Robert Prickett

    Telephone:    (303) 694-5816

    Email:            rprickett@cobank.com

    Address of Lending Office:

    6340 South Fiddlers Green Circle

    Greenwood Village, Colorado 80111

    Attention:     Alyssa McCartney

    Telephone:    (303) 740-6514

    Fax:                (303) 740-4021

    Email:            Agencybank@cobank.com
	

$65,000,000.00	

€0.00	

N/A	

16.250000000%	

13/C/268454/DTTP

United States



 


 



    	 	Schedule 1.1(B)	 



     


    




	Lender	Amount of Commitment for Revolving Credit Loans	Amount of Commitment for Term Loans	Amount of Commitment for Swing Loans	Ratable Share of Revolving Credit Loans	HMRC DT

Treaty Passport scheme reference number and jurisdiction of tax residence
	
    Lender Name:

    Citizens Bank, N.A.

    Address for Notices:

    28 State Street

    12th Floor

    Boston, Massachusetts 02109

    Attention:    Ryan Goodband

    Telephone: (617) 994-7703

    Email:  ryan.c.goodband@citizensbank.com

    Address of Lending Office:

    28 State Street

    12th Floor

    Boston, Massachusetts 02109

    Attention:   Kathy Coscia

    Phone:  (617) 994-7298

    Email:   Kathryn.a.coscia@citizensbank.com
	

$25,000,000.00	

€0.00	

N/A	

6.250000000%	

13/C/356159/DTTP

United States
	
    Lender Name:

    MUFG Bank, Ltd.

    Address for Notices:

    1251 Avenue of the Americas

    New York, NY 10020-1104

    Attention:   Loan Operations Department

    Email:        2015212304@njhr2163.btmna.com;


    irisuscb@us.mufg.jp

     

    Address of Lending Office:

    445 S. Figueroa Street

    Los Angeles, CA 90071
	

$25,000,000.00	

€0.00	

N/A	

6.250000000%	

43/M/322072/DTTP

Japan



 






    	 	Schedule 1.1(B)	 



     


    

 


	Lender	Amount of Commitment for Revolving Credit Loans	Amount of Commitment for Term Loans	Amount of Commitment for Swing Loans	Ratable Share of Revolving Credit Loans	HMRC DT

Treaty Passport scheme reference number and jurisdiction of tax residence
	
    Lender Name:

    Bank of America, N.A.

    Address for Notices:

    1600 JFK Boulevard - Suite 1100

    Philadelphia PA 19103

    Telephone: (267) 675-0197

    Email:  kevin.dobosz@bofa.com

    Address of Lending Office:

    1600 JFK Boulevard- Suite 1100

    Philadelphia, PA 19103

    Telephone: (972) 338-3763

    Email: betty.coleman@baml.com
	

$25,000,000.00	

€0.00	

N/A	

6.250000000%	

13/B/7418/DTTP

United States
	
    Lender Name:

    Credit Suisse AG, Cayman Islands Branch

    Address for Notices:

    7033 Louis Stephens Drive

    P.O. Box 110047

    Research Triangle Park, NC 27709

    Attention:    Marcin Krzyszkowski

    Phone:  48 71 748 4731

    Email:  marcin.krzyszkowski@creditsuisse.com

    Address of Lending Office:

    7033 Louis Stephens Drive

    P.O. Box 110047

    Research Triangle Park, NC 27709
	

$25,000,000.00	

€0.00	

N/A	

6.250000000%	

N/A



 


 






    	 	Schedule 1.1(B)	 



     


    




	Lender	Amount of Commitment for Revolving Credit Loans	Amount of Commitment for Term Loans	Amount of Commitment for Swing Loans	Ratable Share of Revolving Credit Loans	HMRC DT

Treaty Passport scheme reference number and jurisdiction of tax residence
	
    Lender Name:

    Manufacturers and Traders Trust Company

    Address for Notices:

    109 West Market Street

    York Pennsylvania 17401

    Attention:        Lance E. Smith

    Telephone:      (717) 771-4901

    Fax:                   (717) 771-4914

    Email:               LESmith@mtb.com

    Address of Lending Office:

    109 West Market Street

    York Pennsylvania 17401

    Attention:        Lance E. Smith

    Telephone:      (717) 771-4901

    Fax:                   (717) 771-4914

    Email:               LESmith@mtb.com
	

$15,000,000.00	

€0.00	

N/A	

3.750000000%	

13/M/67072/DTTP

United States
	
    Lender Name:

    Wells Fargo Bank, N.A.

    Address for Notices:

    7711 Plantation Rd,

    Roanoke, VA 24019

    Email:  RKELCFX@wellsfargo.com

    Address of Lending Office:

    301 S. Tryon St., 28th Floor

    MAC D1130-286

    Charlotte, NC 28288
	

$15,000,000.00	

€0.00	

N/A	

3.750000000%	
     13/W/61173/DTTP

    United States

	TOTALS	$400,000,000.00	€0.00	$30,000,000.00	100.000000000%	 


 


 






    	 	Schedule 1.1(B)	 



     


    

 


SCHEDULE 1.1(B)


COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES


Part 2 - Addresses for Notices to Loan Parties:


EACH LOAN PARTY:


c/o Glatfelter Corporation


4350 Congress Street, Suite 600


Charlotte, NC 28209


Attention:       Ramesh Shettigar, Vice President, Corporate Treasurer


Telephone:      (717) 225-2746


Facsimile:         (717) 812-8964


Email: ramesh.shettigar@glatfelter.com


 


 


 


 


 


 


 






    	         Schedule 1.1(B)		 



     


    

 


SCHEDULE 1.1(E)


EXISTING LETTERS OF CREDIT


	L/C#	Face Amount	Beneficiary	Issuer	Exp. Date
	LC0090215200000	$3,500,000.00	Self - Insurance Division (PA)	PNC	9/30/2022
	LC1810370100000	$350,000.00	Maryland Workers’ Compensation Commission	PNC	9/8/2022
	LC1810372500000	$940,000.00	Liberty Mutual Insurance Co	PNC	9/12/2022
	LC1811491600000	$230,000.00	Ohio Bureau of Workers Compensation	PNC	4/28/2022
	LC1813154500000	$2,000,000	United States Environmental Protection Agency	PNC	8/14/2022


 


 


 






    	           Schedule 1.1(E)		 



     


    

 


SCHEDULE 1.1(M)


MATERIAL SUBSIDIARIES


Glatfelter Advanced Materials N.A., LLC


Glatfelter Composite Fibers NA, Inc.


Glatfelter Dresden GmbH


Glatfelter Falkenhagen GmbH


Glatfelter Gatineau Ltee


Glatfelter Gernsbach GmbH


Glatfelter Luxembourg Services Sarl


Glatfelter Lydney Ltd.


Glatfelter Steinfurt GmbH


Glatfelter Mt. Holly LLC


 






    	        Schedule 1.1(M)	 	 



     


    

 


SCHEDULE 1.1(P)


PERMITTED LIENS












	1.   The following UCC-1 financing statements, currently on file with the Pennsylvania Department of State, Uniform Commercial Code Section, filed against the Company, as debtor, which the Company represents and warrants relate to consignment arrangements of the Company, and extend only to the properties consigned by (and no other property or assets of) the Company:
	 	 
	File Type:	Original
	File Number:	2018040200331
	File Date:	3/26/2018 Current Secured Party
	Current Secured Party

of Record	

Veritiv Operating Company
	2.   The following UCC-1 financing statements, currently on file with the Pennsylvania Department of State, Uniform Commercial Code Section, filed against the Company, as debtor, which the Company represents and warrants relate to equipment leased by (and no other property or assets of) the Company:
	File Type:	Original
	File Number:	2011090700982
	File Date:	9/7/2011 - Continued on 3/11/2016
	Current Secured Party

of Record	

Manufacturers and Traders Trust Company
	File Type:	Original
	File Number:	2011101405358
	File Date:	10/14/2011 - Collateral Amended on 1/19/2012, assigned on 1/23/2012, continued on 10/6/2016
	Current Secured Party

of Record	

RBS Asset Finance, Inc. (as assigned from Macquarie Equipment Finance, LLC)
	File Type:	Original
	File Number:	2007050702028
	File Date:	5/7/2007 - Continued on 5/1/2012 and 4/19/2017
	Current Secured Party

of Record	

CIT Technologies Corporation
	File Type:	Original
	File Number:	2013032900889
	File Date:	3/29/2013 - continued on 11/7/2017
	Current Secured Party

of Record	

HYG Financial Services, Inc.
	 	 
	File Type:	Original
	File Number:	2014122903038
	File Date:	12/22/2014 – continued on 9/20/2019



 






    	        Schedule 1.1(P)	 	 



     


    

 


	Current Secured Party

of Record	

Citizens Asset Finance, Inc.
	File Type:   

File Number:    

File Date:   

Current Secured Party

of Record             	
    Original

    2019080900426

    8/9/2019

    

    M&T Bank

     

	3.   The following UCC-1 financing statement, currently on file with the Delaware Secretary of State, filed against Glatfelter Advanced Materials N.A., LLC, as debtor, which the Borrower represents and warrants relates to equipment leased by (and no other property or assets of) Glatfelter Advanced Materials N.A., LLC.
	 	 
	File Type:	Original
	File Number:	20182926851
	File Date:	4/30/2018 - Collateral Amended 5/30/2018
	Debtor:	Glatfelter Advanced Materials N.A.,
	Current Secured Party

of Record	

De Lage Landen Financial Services, Inc.
	4.   The following UCC-1 financing statement, currently on file with the Delaware Secretary of State, filed against Glatfelter Composite Fibers NA, Inc., (“Composite Fibers”) as debtor, which the Borrowers represent and warrant relates to Composite Fibers and extends only to its Permitted Supply Chain Finance Program.
	File Type:	Original
	File Number:	20167636143
	File Date:	12/9/2016 - Collateral Amended 7/10/2018
	Debtor:	Glatfelter Composite Fibers NA, Inc.
	Current Secured Party

of Record	

Credit Agricole Corporate & Investment Bank
	5.   The following UCC-1 financing statement, currently on file with the Delaware Secretary of State, filed against Composite Fibers as debtor, which the Borrowers represent and warrant relates to Composite Fibers and extends only to its [Permitted Supply Chain Finance Program.]
	File Type:	Original
	File Number:	2020 1237520
	File Date:	2/19/2020 – Collateral Amended 3/24/2021
	Debtor:	Glatfelter Composite Fibers NA, Inc.
	Current Secured Party

of Record	
     

    ING Bank N.V.

	 	 
	6.   The following UCC-1 financing statement, currently on file with the Delaware Secretary of State, filed against Composite Fibers as debtor, which the Borrowers represent and warrant relates to Composite Fibers and extends only to its [Permitted Supply Chain Finance Program.]



 






    	        Schedule 1.1(P)	 	 



     


    

 


	File Type:	Original
	File Number:	2021 1741215
	File Date:	3/4/2021
	Debtor:	Glatfelter Composite Fibers NA, Inc.
	Current Secured Party

of Record	
     

    Citibank, N.A., its branches, subsidiaries and affiliates

	 	 
	7.   The following UCC-1 financing statement, currently on file with the Delaware Secretary of State, filed against Composite Fibers as debtor, which the Borrowers represent and warrant relates to Composite Fibers and extends only to its [Permitted Supply Chain Finance Program.]
	File Type:	Original
	File Number:	2021 4060027
	File Date:	5/25/2021
	Debtor:	Glatfelter Composite Fibers NA, Inc.
	Current Secured Party

of Record	
     

    Citibank, N.A., its branches, subsidiaries and affiliates

	 	 
	8.   The following movable hypothec registered in the register of personal and movable real rights of the Province of Quebec, granted by Glatfelter Gatineau Ltee (“Glatfelter Gatineau”), as grantor, which the Borrowers represent and warrant relates to Glatfelter Gatineau and extends only to its Permitted Supply Chain Finance Program.
	 	 
	Dated as of:	12/28/2017
	File Number:	17-1361138-0018
	File Date:	01/03/2018
	Current Secured Party

of Record:	

JPMorgan Chase Bank, N.A.
	9.   The following UCC-1 financing statement, currently on file with the Pennsylvania Department of State, Uniform Commercial Code Section, filed against the Company, as debtor, which the Borrowers represent and warrant relates to the Company and extends only to its Permitted Supply Chain Finance Program.
	 	 
	Dated as of:	Original
	File Number:	2012012300778
	File Date:	1/23/2012 – continued 8/15/2016
	Current Secured Party

of Record:	

Citibank NA
	10.  The following UCC-1 financing statements, currently on file with the Pennsylvania Department of State, Uniform Commercial Code Section, filed against the Company, as debtor, which the Company represents and warrants relate to the collateral indicated below (and no other property or assets of) the Company:
	File Type:	Original
	File Number:	2015111201254



 


 






    	        Schedule 1.1(P)	 	 



     


    

 


	File Date:	11/12/2015 – continued on 8/6/2020
	Current Secured Party

of Record	

Axiall Corporation
	Collateral:	Inventory sold and/or goods in transit from Axiall Corporation to Glatfelter Corporation, including but not limited to Liquid Caustic Soda DHT-50; MEM-50; MC50
	 	 



 


 


 


 


 











 






    	        Schedule 1.1(P)	 	 



     


    

 


SCHEDULE 5.1.1


QUALIFICATIONS TO DO BUSINESS


Glatfelter Corporation

Subsidiaries


	Entity	Jurisdiction of Incorporation or Formation	States Qualified to do Business
	Glatfelter Berlin GmbH 	Germany	N/A
	Glatfelter Gatineau Ltée 	Canada	N/A
	Glatfelter Falkenhagen GmbH 	Germany	N/A
	Glatfelter Costa Rica SRL	Costa Rica	N/A
	Glatfelter Corporation (GLT)	Pennsylvania	
    Alabama, California, Delaware, Georgia, Iowa, Kansas, Kentucky, Maryland

    Massachusetts, Michigan, Minnesota, Missouri

    North Carolina, New Jersey, New York, Ohio, Oregon, Tennessee, Texas, Virginia,
    West Virginia, Wisconsin

	PHG Tea Leaves, Inc.	Delaware	N/A
	Glatfelter Holdings, LLC	Delaware	N/A
	GW Partners, LLC	Wisconsin	N/A
	Mollanvick, Inc.	Delaware	N/A
	
    Glatfelter Composite Fibers NA, Inc.

     
	Delaware	Georgia, Massachusetts, Missouri, North Carolina, Ohio, Pennsylvania, Texas, Virginia
	Glatfelter Mt. Holly LLC	Delaware	North Carolina
	Glatfelter Gernsbach GmbH 	Germany	N/A
	Glatfelter Luxembourg Sàrl	Luxembourg	N/A
	Glatfelter Luxembourg Services Sàrl	Luxembourg	N/A
	Glatfelter Ireland Limited	Ireland	N/A
	Glatfelter Scaër SAS 	France	N/A
	Glatfelter France SARL	France	N/A
	Glatfelter Italia SRL	Italy	N/A
	Glatfelter Lydney Ltd. 	United Kingdom	N/A
	Newtech Pulp, Inc.	Philippines	N/A
	Glatfelter Caerphilly Limited 	United Kingdom	N/A
	Glatfelter Digital Solutions, LLC	Delaware	North Carolina, Pennsylvania, Tennessee
	Glatfelter Dresden GmbH 	Germany	N/A
	Glatfelter Ober-Schmitten GmbH 	Germany	N/A
	Glatfelter Services GmbH	Germany	N/A
	 


 






    	        Schedule 5.1.1	 	 



     


    

 





	Entity	Jurisdiction of Incorporation or Formation	States Qualified to do Business
	Glatfelter Steinfurt GmbH	Germany	N/A
	Glatfelter Russia, LLC 	Russia	N/A
	Glatfelter Switzerland Sàrl	Switzerland	N/A
	Glatfelter Hong Kong Limited	Hong Kong	N/A
	Glatfelter Trade (Suzhou) Co., Ltd.	China	N/A
	Glatfelter Advanced Materials N.A., LLC 	Delaware	Arkansas, Pennsylvania
	Glatfelter Malta Limited	Malta	N/A
	 


 


 


 


 


 


 


 






    	        Schedule 5.1.1	 	 



     


    

 


 


SCHEDULE 5.1.2


SUBSIDIARIES


	
    Name

     
	
    Jurisdiction of Incorporation or Formation

     
	
    Authorized Shares

     
	
    Shares Outstanding/ Stockholders

     

	Glatfelter Berlin GmbH 	Germany	1 (EUR 25,000)	100% to Glatfelter Gernsbach GmbH
	
    Glatfelter Caerphilly Ltd.

     
	United Kingdom	100 common shares at GBP£1.00 par value	100 common shares to Glatfelter Lydney Ltd.
	
    Glatfelter Composite Fibers NA, Inc.

     
	Delaware	1,000 shares of common stock at USD$1.00 par value	500 shares of common stock issued to Glatfelter Corporation
	Glatfelter Costa Rica SRL	Costa Rica	
    Ten shares at 100 CRC par value

     
	100% by PHG Tea Leaves, Inc.
	Glatfelter Digital Solutions, LLC	Delaware	N/A	100% by Glatfelter Corporation (sole member)
	Glatfelter Dresden GmbH 	Germany	
    1 (€24,900)

    1 (€100)

    1 (€475,000)
	100% to Glatfelter Gernsbach GmbH
	Glatfelter Falkenhagen GmbH	Germany	
    1 (DM 24,000)

    1 (DM 26,000)

    1 (DM 2,150,000)

    1 (DM 3,300,000)

    1 (DM 5,500,000)

    1 (DM 2,010,000)

    1 (DM 2,010,000)

    1 (DM 2,490,000)

    1 (DM 2,490,000)
	100% to Glatfelter Gernsbach GmbH
	Glatfelter Gatineau Ltée 	Canada	An unlimited number of common shares without nominal or par value	
    100% PHG Tea

    Leaves, Inc.

	Glatfelter Gernsbach GmbH 	Germany	
    1 (DM 15,000)

    1 (DM 35,000)
	100% to Glatfelter Luxembourg Sàrl
	

    Glatfelter Holdings, LLC
	

    Delaware
	

    N/A
	100% by Glatfelter Corporation (sole member)
	Glatfelter Hong Kong Limited	
    Hong Kong

     
	1,365,001 at USD$1.00 par value	100% to Glatfelter Luxembourg Sàrl
	Glatfelter Luxembourg Sàrl	Luxembourg	12,500 ordinary shares at a EUR1.00 par value and EUR 580,127,973.76 of share premium	100% to PHG Tea Leaves, Inc.
	
    Glatfelter Luxembourg Services Sàrl

     
	
    Luxembourg

     

     

     

     

     

     

     
	
    12,500 ordinary shares, with nominal value of one euro (EUR 1.-) each and
    EUR 15,500,000 or share premium

     
	100% to Glatfelter Luxembourg Sàrl
	 


 






    	        Schedule 5.1.2 	 	 



     


    

 





	
    Name

     
	
    Jurisdiction of Incorporation or Formation

     
	
    Authorized Shares

     
	
    Shares Outstanding/ Stockholders

     

	
    Glatfelter Ireland Limited

     
	Ireland	204 ordinary shares, with nominal value of one euro (EUR 1.-) each	
    100% to Glatfelter Luxembourg Sàrl

     

	Glatfelter Malta Limited	Malta	1,000,000,000, with nominal value of one euro (EUR 1.-each)	1,165 to Glatfelter Luxembourg GmbH
	
    Glatfelter Lydney Ltd.

     
	United Kingdom	10,000,000 at GBP£1.00 par value	7,663,573 to Glatfelter Gernsbach GmbH
	Glatfelter Ober-Schmitten GmbH 	Germany	
    1 (€2,500,000)

    1 (€1,000,000)
	100% to Glatfelter Gernsbach GmbH
	Glatfelter Russia, LLC 	Russia	1,700,000 at RUB1.00 par value	
    1,666,000 to PHG Tea Leaves, Inc.

     

    25,500 to Glatfelter Composite Fibers NA, Inc.

     

    8,500 to Sergey Vladimirovich Parinov

	
    Glatfelter Scaër SAS

     
	France	€15,300,000	100 % by Glatfelter Gernsbach GmbH
	
    Glatfelter France SARL

     
	France	3,500 shares with an aggregate share capital of €53,357.16	
    100 % by Glatfelter Scaër SAS

     

	
    Glatfelter Italia SRL

     
	Italy	1 quota with a nominal value of €12,911	
    100 % by Glatfelter Gernsbach GmbH

     

	
    Glatfelter Services GmbH

     
	Germany	25,000 (EUR 1,00 each)	
    100 % by Glatfelter Gernsbach GmbH

     

	
    Glatfelter Steinfurt GmbH

     
	Germany	1 share at €25,000	100 % by Glatfelter Gernsbach GmbH
	Glatfelter Switzerland GmbH	Switzerland	CHF20,000 at par value of CHF1,000	20 shares to Glatfelter Luxembourg Sàrl (100%)
	Glatfelter Trade (Suzhou) Co., Ltd.	China	Total investment is USD$1,850,000; Registered capital is USD$1,300,000	100% to Glatfelter Hong Kong Limited
	GW Partners, LLC. 	Wisconsin	N/A	100% by Glatfelter Corporation (sole member)
	Mollanvick, Inc.	Delaware	1,000 shares common stock at USD$0.01 par value	100 shares owned by Glatfelter Corporation
	PHG Tea Leaves, Inc.	Delaware	1,000 shares common stock at USD$0.01 par value	1,000 shares to Glatfelter Corporation
	
    Glatfelter Advanced Materials N.A., LLC

     
	Delaware	N/A 	100% by Glatfelter Corporation (sole member)
	 


 






    	        Schedule 5.1.2 	 	 



     


    

 





	
    Name

     
	
    Jurisdiction of Incorporation or Formation

     
	
    Authorized Shares

     
	
    Shares Outstanding/ Stockholders

     

	Glatfelter Mt. Holly LLC 	Delaware	N/A	100% by Glatfelter Corporation (sole member)
	Newtech Pulp, Inc.	Philippines	6,000,000 common shares at a par value of PHP 100	Glatfelter Gernsbach GmbH – 5,999,995 shares; Petra Bursian – 1 share; Peter Hettesheimer  – 1 share; Elbert Munasque – 1 share; Philippe Sevoz – 1 share; Eusebio Tan – 1 share
	 


 


 


 


 


 


 






    	        Schedule 5.1.2 	 	 



     


    

 


SCHEDULE 5.1.6


LITIGATION


The Company has been involved in significant
litigation since 2008 pertaining to the Company’s liability for environmental remediation and other costs at the Lower Fox River
and Bay of Green Bay superfund site.


On January 3, 2019, the Company reported it
had entered into a consent decree (the “Consent Decree”) with the United States Government, the State of Wisconsin and Georgia-Pacific
Consumer Products. By entering into the Consent Decree, the Company expects to fully resolve its liability for matters at the site. The
Consent Decree was published in the Federal Register on January 31, 2019. The Consent Decree was approved by the United States District
Court for the Eastern District of Wisconsin.


Under terms of the Consent Decree, the Company
agreed to pay the governments $20.5 million to resolve all claims for past government cleanup, enforcement, oversight costs and natural
resource damages. The Company will also be responsible for payment of future oversight costs and will be primarily responsible to perform
the long-term monitoring and maintenance work in certain portions of the site.


Under the Consent Decree, the Company is responsible
for reimbursement of government oversight costs paid from October 2018 and later over approximately the next 30 years. It is anticipated
that oversight costs will decline as activities at the site transition from remediation to long-term monitoring and maintenance.


 


 


 






    	        Schedule 5.1.6 	 	 



     


    

 


SCHEDULE 5.1.12


CONSENTS AND APPROVALS


None.


 


 


 






    	        Schedule 5.1.12 	 	 



     


    

 


SCHEDULE 5.1.14


 


MATERIAL PATENTS, TRADEMARKS, COPYRIGHTS,
LICENSES, ETC.


GLATFELTER CORPORATION

TRADEMARK APPLICATIONS AND REGISTRATIONS


August 18, 2021





	MARK	OWNER	APPLICATION NO.

REGISTRATION NO.
	GLATFELTER	Glatfelter Corporation	UNITED STATES

REGISTERED

12/23/2003

Registration No.:  2796668
	GLATFELTER	Glatfelter Corporation	UNITED STATES

REGISTERED

8/9/2005

Registration No.:  2982538
	GLATFELTER	Glatfelter Corporation	UNITED STATES

REGISTERED

8/17/2004

Registration No.:  2873152
	
    G (Logo)

    
	Glatfelter Corporation	UNITED STATES

REGISTERED

12/2/2003

Registration No.:  2789388
	
    G (Logo)

    
	Glatfelter Corporation	
    

    UNITED STATES

    REGISTERED

    10/23/2007

    Registration No.: 3319900

	
    G (Logo)

    
	Glatfelter Corporation	
    

    UNITED STATES

    REGISTERED

    3/9/2004

    Registration No: 2821545




 






    	       Schedule 5.1.14	 	 



     


    

 


	MARK	OWNER	APPLICATION NO.

REGISTRATION NO.
	AIRSPUN 	Georgia-Pacific Nonwovens LLC	UNITED STATES

REGISTERED

5/25/2004

Registration No.: 2845179
	AIRTEX	Georgia-Pacific Nonwovens LLC	UNITED STATES

REGISTERED

12/28/1993

Registration No.: 1813778
	DIGI-TEMPERA	Glatfelter Gernsbach GmbH 	UNITED STATES

REGISTERED

8/8/2017

Registration No. 5258214
	DYNACAP	Glatfelter Gernsbach GmbH 	UNITED STATES

REGISTERED

10/1/2013

Registration No.  4409224
	DYNACRIMP	Glatfelter Gernsbach GmbH 	UNITED STATES

REGISTERED

7/24/2018

Registration No. 5521590
	DYNAGRID	Glatfelter Gernsbach GmbH 	UNITED STATES

REGISTERED

8/14/2012

Registration No.  4188439
	DYNAPORE	
    Glatfelter Gernsbach GmbH

     
	
     

    UNITED STATES

    REGISTERED

    10/10/2006

    Registration No.: 3154288

     

	DYNASEAL	
    Glatfelter Gernsbach GmbH

     
	UNITED STATES

REGISTERED

7/26/2005

Registration No.:  2977129



 






    	       Schedule 5.1.14	 	 



     


    

 


	MARK	OWNER	APPLICATION NO.

REGISTRATION NO.
	ENHANCING EVERYDAY LIFE	Glatfelter Corporation
 


                                                                                 
 
	UNITED STATES

REGISTERED

10/9/2018

Registration No. 5581533
	GEPAGREEN	Glatfelter Gernsbach GmbH 	


                                                                                UNITED STATES
 REGISTERED
 5/19/2013
 Registration No.:  4303189
 
 

	GEPALUX	Glatfelter Gernsbach GmbH 	UNITED STATES

REGISTERED

12/17/1985

Registration No.:  1375852
	GEPATAC	Glatfelter Corporation	UNITED STATES

REGISTERED

2/15/2011

Registration No.:  3919579
	GLATCLEAN	Glatfelter Corporation	UNITED STATES

Pending

Filing Date:  4/2/2012

Application No. 90621495
	STAC-PAC and Design
 
 

                                                                                 
	Georgia-Pacific Nonwovens LLC	UNITED STATES

REGISTERED

10/29/2002

Registration No.:  2643472
	STREAM LINER 	Georgia-Pacific Nonwovens LLC	UNITED STATES

REGISTERED

5/13/2003

Registration No.:  2715965
	TEMPERA 	Glatfelter Dresden GmbH 	UNITED STATES

REGISTERED

03/17/2020

Registration No.:  6010029



 






    	       Schedule 5.1.14	 	 



     


    

 


	MARK	OWNER	APPLICATION NO.

REGISTRATION NO.
	VICELL	Georgia-Pacific Nonwovens LLC	UNITED STATES

REGISTERED

02/02/1993

Registration No.:  1750146
	
    VIZORB (Stylized)

    
	Georgia-Pacific Nonwovens LLC	UNITED STATES

REGISTERED

01/19/1999

Registration No.:  2218091
	GLATFELTER	Glatfelter Corporation	CANADA

REGISTERED

11/24/2008

Registration No.: TMA729273
	
    G (Logo)

    
	Glatfelter Corporation	

CANADA

REGISTERED

12/9/2008

Registration No.: TMA730433
	CELLUWEB	CONCERT AIRLAID Ltée	CANADA

REGISTERED

09/17/1993

Registration No.:  TMA417049
	ENHANCING EVERYDAY LIFE	Glatfelter Corporation


                                                                                 
 
 
	

                                                                                CANADA
 REGISTERED
 8/11/2021
 Registration No.:  TMA1106613

	AIRSPUN	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

07/29/2003

Registration No.:  TMA586132



 






    	       Schedule 5.1.14	 	 



     


    

 


	MARK	OWNER	APPLICATION NO.

REGISTRATION NO.
	
    BAKER Design

    
	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

02/07/1992

Registration No.:  TMA393832
	CARETEX	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

09/04/1987

Registration No.:  TMA331666
	NAVIGATOR	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

02/22/2002

Registration No.:  TMA558371
	PRO-NATURE	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

06/14/1991

Registration No.:  TMA385770
	SHOP ASSISTANT	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

10/25/2001

Registration No.:  TMA552977
	SOUNDLITE	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

08/27/2008

Registration No.:  TMA722409
	STAC-BOX	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

02/23/2000

Registration No.:  TMA523611



 






    	       Schedule 5.1.14	 	 



     


    

 


	MARK	OWNER	APPLICATION NO.

REGISTRATION NO.
	STAC-PAC and Design
 
 

                                                                                 
	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

10/17/2002

Registration No.:  TMA569020
	STREAM LINER	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

11/05/2002

Registration No.:  TMA570215
	VICELL	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

04/28/1989

Registration No.:  TMA355180
	VIZORB	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

12/02/2016

Registration No.:  TMA957073
	
    VIZORB (Stylized)

    
	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

08/15/1997

Registration No.:  TMA480698
	WALKISOFT	Georgia-Pacific Nonwovens LLC	CANADA

REGISTERED

02/28/1992

Registration No.:  TMA394752
	GLATFELTER	Glatfelter Corporation	CTM    EU COMMUNITY TRADEMARK

REGISTERED

4/9/2002

Registration No.:  002648095



 






    	       Schedule 5.1.14	 	 



     


    

 


	MARK	OWNER	APPLICATION NO.

REGISTRATION NO.
	
    G (Logo)

    
	Glatfelter Corporation	CTM    EU COMMUNITY TRADEMARK

REGISTERED

4/9/2002

Registration No.:  002648129
	ACQUILINE	Georgia-Pacific Nonwovens LLC	CTM    EU COMMUNITY TRADEMARK

REGISTERED

09/15/2011

Registration No:  006544291
	AIRSPUN	Georgia-Pacific Nonwovens LLC	CTM    EU COMMUNITY TRADEMARK

REGISTERED

07/28/1999

Registration No:  000366203
	COTTONAIRE	Georgia-Pacific Nonwovens LLC	CTM    EU COMMUNITY TRADEMARK

REGISTERED

09/20/2000

Registration No:  001203231
	DYNAGRID	Glatfelter Gernsbach GmbH 	CTM    EU COMMUNITY TRADEMARK

REGISTERED

11/2/2010

Registration No:  9094921
	Echo	Glatfelter Ober-Schmitten GmbH	CTM    EU COMMUNITY TRADEMARK

REGISTERED

12/7/2010

Registration No:  009260993
	ENHANCING EVERYDAY LIFE	Glatfelter Corporation	CTM    EU COMMUNITY TRADEMARK

REGISTERED

12/28/2018

Reg. No. 017945005



 






    	       Schedule 5.1.14	 	 



     


    

 


	MARK	OWNER	APPLICATION NO.

REGISTRATION NO.
	GEPALINER	Glatfelter Corporation	CTM    EU COMMUNITY TRADEMARK

REGISTERED

3/16/2009

Registration No:  007106867
	GEPATAC	Glatfelter Corporation	CTM    EU COMMUNITY TRADEMARK

REGISTERED

3/9/2009

Registration No:  007106909
	SOUNDLITE	Georgia-Pacific Nonwovens LLC	CTM    EU COMMUNITY TRADEMARK

REGISTERED

06/25/2008

Registration No:  005974811
	STAC-PAC	Glatfelter Steinfurt GmbH	CTM   EU COMMUNITY TRADEMARK

REGISTERED

7/9/1999

Registration No:  000630483
	STAC-PAC and Design
 
 

                                                                                 
	Glatfelter Steinfurt GmbH	CTM    EU COMMUNITY TRADEMARK

REGISTERED

12/11/2000

Registration No: 001338656
	STREAM LINER	Glatfelter Steinfurt GmbH	CTM    EU COMMUNITY TRADEMARK

REGISTERED

9/20/2000

Registration No: 001203264
	
 SUPERSEAL

                                                                                 
 
 
	

J. R. CROMPTON Plc	
 CTM    EU COMMUNITY TRADEMARK
 REGISTERED
 4/26/1999
 Registration No:  000218040

                                                                                 
 




 






    	       Schedule 5.1.14	 	 



     


    

 


	MARK	OWNER	APPLICATION NO.

REGISTRATION NO.
	
    
 

    UNICORE

     

     
	Glatfelter Steinfurt GmbH	CTM    EU COMMUNITY TRADEMARK

REGISTERED

9/19/2000

Registration No: 001237536
	

WALKISOFT	Glatfelter Steinfurt GmbH	CTM    EU COMMUNITY TRADEMARK

REGISTERED

11/4/2014

Registration No: 013000377
	


                                                                                WALKISOFT and Design
 
	Glatfelter Steinfurt GmbH	CTM    EU COMMUNITY TRADEMARK

REGISTERED

5/13/1998

Registration No: 000222984
	


                                                                                VIZORB
 
 
	Glatfelter Steinfurt GmbH	CTM    EU COMMUNITY TRADEMARK

REGISTERED

3/5/2014

Registration No:  012189239
	

VICELL	Glatfelter Steinfurt GmbH	CTM    EU COMMUNITY TRADEMARK

REGISTERED

8/4/2014

Registration No:  012673075
	

+ Together we bring it to life	Glatfelter Steinfurt GmbH	CTM   EU COMMUNITY TRADEMARK

REGISTERED

4/28/2017

Registration No:  016078495
	

AIRSPUN	Georgia-Pacific Nonwovens LLC	MEXICO

REGISTERED

01/29/2016

Registration No. 1609197
	

AIRSPUN	Georgia-Pacific Nonwovens LLC	MEXICO

REGISTERED

02/10/2016

Registration No.  1612129



 






    	       Schedule 5.1.14	 	 



     


    

 


	MARK	OWNER	APPLICATION NO.

REGISTRATION NO.
	

STREAM LINER	Georgia-Pacific Nonwovens LLC	MEXICO

REGISTERED

29 Jan 2016

Registration No.  1609198
	

STREAM LINER	Georgia-Pacific Nonwovens LLC	MEXICO

REGISTERED

10 Feb 2016

Registration No.  1612130
	

VICELL	Georgia-Pacific Nonwovens LLC	MEXICO

REGISTERED

15 Apr 2015

Registration No. 1529685
	

VIZORB	Georgia-Pacific Nonwovens LLC	MEXICO

REGISTERED

03/03/2015

Registration No. 1519714


 




 




 



    	       Schedule 5.1.14	 	 



     


    




 








GLATFELTER CORPORATION

PATENT APPLICATIONS AND REGISTRATIONS, COPYRIGHTS, LICENSES, ETC.


	Application Number	Patent Number	Current Owner
	14/096637	9333483	GLATFELTER FALKENHAGEN GMBH - (P5656 (G.F.) [DS])
	10/618109	7465685	GLATFELTER GERNSBACH GMBH & CO. KG - (P5656 [DS])
	13/080217	8496784	Glatfelter Corporation
	13/922,563	9,133,583	P.H. GLATFELTER COMPANY - (P5656 (P.H.) [DS])
	14/127,411	10,164,261	GLATFELTER GERNSBACH GMBH & CO. KG - (P5656 [DS])
	14/414,414	10,512,567	GLATFELTER FALKENHAGEN GMBH - (P5656 (G.F.) [DS])

                                                           

	13/575,725	9,408,942	GLATFELTER FALKENHAGEN GMBH - (P5656 (G.F.) [DS])
	13/481,512	8,603,622	GLATFELTER GERNSBACH GMBH & CO. KG - (P5656 [DS])
	14/765,046	10,240,294	GLATFELTER GERNSBACH GMBH & CO. KG - (P5656 [DS])
	15/502,965	 	GLATFELTER GERNSBACH GMBH & CO. KG - (P5656 [DS])
	17/055,531	 	GLATFELTER FALKENHAGEN GMBH - (P5656 (G.F.) [DS])
	63/179,048	 	Glatfelter Corporation

                                                           

	17/286,374	 	Glatfelter Corporation

                                                           

	17764178.4	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	PCT/IB2020/057398	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	2930312	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	602014024598.6	3068618	Georgia-Pacific Mt. Holly LLC - (GPMH)
	17160055.4	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	14803030.7	3068618	Georgia-Pacific Mt. Holly LLC - (GPMH)
	14803030.7	3068618	Georgia-Pacific Mt. Holly LLC - (GPMH)
	14803030.7	3068618	Georgia-Pacific Mt. Holly LLC - (GPMH)
	MX/a/2016/001735	353338	Georgia-Pacific Mt. Holly LLC - (GPMH)
	MX/a/2018/00199	371022	Georgia-Pacific Mt. Holly LLC - (GPMH)
	MX/a/2020/00049	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	MX/a/2013/006416	336998	Georgia-Pacific Mt. Holly LLC - (GPMH)
	MX/a/2016/006317	360502	Georgia-Pacific Mt. Holly LLC - (GPMH)
	14803030.7	3068618	Georgia-Pacific Mt. Holly LLC - (GPMH)
	14803030.7	3068618	Georgia-Pacific Mt. Holly LLC - (GPMH)
	14/542,437	9439549	Georgia-Pacific Mt. Holly LLC - (GPMH)
	14/637,046	9314142	Georgia-Pacific Mt. Holly LLC - (GPMH)



 






    	 	 	 



     


    

 


	Application Number	Patent Number	Current Owner
	15/062,804	9661974	Georgia-Pacific Mt. Holly LLC - (GPMH)
	15/606,635	10045677	Georgia-Pacific Mt. Holly LLC - (GPMH)
	16/026,804	10405724	Georgia-Pacific Mt. Holly LLC - (GPMH)
	16/545758	10973384	Georgia-Pacific Mt. Holly LLC - (GPMH)
	13/314,373	9005738	Georgia-Pacific Mt. Holly LLC - (GPMH)
	2820287	2820287	Georgia-Pacific Mt. Holly LLC - (GPMH)
	602011070203.3	2463425	Georgia-Pacific Mt. Holly LLC - (GPMH)
	11192569.9	2463425	Georgia-Pacific Mt. Holly LLC - (GPMH)
	11192569.9	2463425	Georgia-Pacific Mt. Holly LLC - (GPMH)
	11192569.9	2463425	Georgia-Pacific Mt. Holly LLC - (GPMH)
	10165301.2	2267206	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

                                                           

	10165301.2	2267206	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

                                                           

	602010014555.7	2267206	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

                                                           

	2765094	2765094	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

                                                           

	11/471,040	8946100	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	14/581,287	10300457	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	11/772,628	7878301	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	BR1120170149389	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	2017-536808	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	2973411	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	201680011520.X	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	16703647.4	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	10-2017-7022517	 	GEORGIA-PACIFIC NONWOVENS LLC - (GPNL)
	MX/a/2019/001326	 	GEORGIA-PACIFIC NONWOVENS LLC - (GPNL)
	MX/a/2017 /009171	367028	Georgia-Pacific Mt. Holly LLC - (GPMH)
	15/542822	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	2777605	2777605	Georgia-Pacific Mt. Holly LLC - (GPMH)
	2530322	2530322	Georgia-Pacific Mt. Holly LLC - (GPMH)
	602005055804.7	1836336	Georgia-Pacific Mt. Holly LLC - (GPMH)
	05854049.3	1836336	GEORGIA-PACIFIC NONWOVENS LLC - (GPNL)
	05854049.3	1836336	Georgia-Pacific Mt. Holly LLC - (GPMH)
	05854049.3	1836336	GEORGIA-PACIFIC NONWOVENS LLC - (GPNL)
	2012-54262	5519717	Georgia-Pacific Mt. Holly LLC - (GPMH)
	2007-550376	5020827	Georgia-Pacific Mt. Holly LLC - (GPMH)
	MX/a/2012/007996	312261	GEORGIA-PACIFIC NONWOVENS LLC - (GPNL)
	MX/a/2012/007998	311147	GEORGIA-PACIFIC NONWOVENS LLC - (GPNL)
	MX/a/2007/008253	303920	GEORGIA-PACIFIC NONWOVENS LLC - (GPNL)
	12/265,473	7919419	Georgia-Pacific Mt. Holly LLC - (GPMH)



 






    	 	 	 



     


    

 


	Application Number	Patent Number	Current Owner
	13/021,479	8501647	Georgia-Pacific Mt. Holly LLC - (GPMH)
	11/301,636	7465684	Georgia-Pacific Mt. Holly LLC - (GPMH)
	PCT/IB2020/058692	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	PCT/IB2020/057401	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	PCT/IB2020/055087	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	14/776408	10745836	Georgia-Pacific Mt. Holly LLC - (GPMH)
	19706074.2	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	16/963586	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	3056652	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	18719020.2	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	16/493046	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	14717378.5	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	16/651829	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	3011367	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	17701260.6	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	16/069,449	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	201780012630.2	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	17701965.0	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	16/069,437	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	16/477417	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	10/592,067	7918313	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	18786165.3	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	19715603.7	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	16/651711	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	16/978,889	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	16/477407	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	16/477,420 	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	3075802	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	3011355	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	200780007598.5	ZL200780007598.5	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	11/624,580	7727915	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	07710203.6	1973628	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	07710203.6	1973628	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	07710203.6	1973628	GEORGIA-PACIFIC NONWOVENS LLC - (GPNL)







    	 	 	 



     


    

 


	Application Number	Patent Number	Current Owner
	MX/a/2008/009176	318056	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	2637256	2637256	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	201310581276.9	ZL201310581276.9	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	602007060511.3	1973628	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	2776679	2776679	Georgia-Pacific Mt. Holly LLC - (GPMH)
	2465210	2465210	Georgia-Pacific Mt. Holly LLC - (GPMH)
	02778806.6	1448375	GEORGIA-PACIFIC NONWOVENS LLC - (GPNL)
	02778806.6	1448375	Georgia-Pacific Mt. Holly LLC - (GPMH)
	60213646.6	1448375	Georgia-Pacific Mt. Holly LLC - (GPMH)
	10/495,441	7642207	Georgia-Pacific Mt. Holly LLC - (GPMH)
	10/135,936	8105301	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	29/648,256	D876108	Georgia-Pacific Mt. Holly LLC - (GPMH)
	000316513-0001	000316513-0001	Georgia-Pacific Mt. Holly LLC - (GPMH)
	201980060871.3	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	201980060967.X	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	3,112,186	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	19705666.6	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	2021-516949	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	MX/a/2021/002732	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	2021-7008668	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	17/280778	 	Georgia-Pacific Mt. Holly LLC - (GPMH)

                                                           

	3,112,176	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	19780112.9	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	2021-515450	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	MX/a/2021/002734	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	10-2021-7008317	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	17/276323	 	Georgia-Pacific Mt. Holly LLC - (GPMH)
	90003161530001	90003161530001	Georgia-Pacific Mt. Holly LLC - (GPMH)



 






    	 	 	 



     


    

 


SCHEDULE 7.2.1


PERMITTED INDEBTEDNESS


3rd Party Indebtedness:


 


	Lender	Borrower/ Issuer	Begin Date	Maturity Date	Amount	Interest Rate	Annual Cost
	IKB	Glatfelter Gernsbach GmbH	4/17/2013	3/31/2023	€9,340,625	2.05%	€191,482
	IKB	Glatfelter Gernsbach GmbH	9/26/2014	6/30/2022	€1,428,568	2.40%	€34,285
	IKB	Glatfelter Gernsbach GmbH	4/26/2016	6/30/2023	€2,857,140	1.30%	€37,143
	IKB	Glatfelter Gernsbach GmbH	5/4/2016	9/30/2025	€3,822,340	1.55%	€59,246
	IKB	Glatfelter Gernsbach GmbH	9/10/2015	9/30/2025	€1,385,500	1.55%	€21,475
	Commerzbank	Glatfelter Gernsbach GmbH	3/30/2021	3/29/2022	€10,000,000	0.75%	€75,000
	
    Baden-

    Württembergische

    Bank
	Glatfelter Gernsbach GmbH	8/6/2021	3/31/2024	€10,000,000	1.1%	€110,000


 


Intercompany Indebtedness:


 


	Lender	Borrower/ Issuer	Begin Date	Maturity Date	Amount	Interest Rate	Annual Cost
	Glatfelter Corporation	Glatfelter Gatineau Ltée	10/9/2018	10/9/2023	$15,000,000	Variable	Variable


 


 






    	       Schedule 7.2.1	 	 



     


    

 


SCHEDULE 7.2.4


EXISTING INVESTMENTS


(1):     Investments existing on the Restatement Date in the Company
or any of its Subsidiaries.


(2):      In 2018 Glatfelter Corporation became the sole member of
GW Partners, LLC, an entity created for the purpose of cleanup at the Fox River site.


(3):     Glatfelter Corporation is an investor in DreamWeaver International,
Inc. and to date, Glatfelter Corporation has invested cash and in kind services equal to USD$5,237,057 in exchange for a non-controlling
equity interest in DreamWeaver International, Inc. and promissory notes that are automatically convertible to equity upon certain triggering
events and may also be convertible to equity at Glatfelter Corporation’s option upon the occurrence of certain other triggering
events.


(4):     Glatfelter Gernsbach GmbH owns 40% of Balo-I Industrial,
Inc.


(5):     See Intercompany Indebtedness on Schedule 7.2.1.


(6):     See Schedule 5.1.2.


 






    	       Schedule 7.2.4	 	 



     


    

 


SCHEDULE 10.11.4


VOTING PARTICIPANTS


	Institution	Amount of Commitment for Revolving Credit Loans	Amount of Commitment for Term Loans
	AgChoice Farm Credit ACA	$8,311,688.00	€4,502,325.00
	AgFirst Farm Credit Bank	$23,376,623.00	€12,662,791.00


 


 


 


 


 


 






    	 	 	 



     


    

 


EXHIBIT
1.1(A)


FORM
OF

ASSIGNMENT AND ASSUMPTION AGREEMENT


This ASSIGNMENT AND ASSUMPTION AGREEMENT (the
“Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name
of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as the same may be amended,
restated, modified, or supplemented, from time to time, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment as if set forth herein in full.


For an agreed consideration, the Assignor hereby
irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative
Agent as contemplated below: (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit
Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including,
without limitation, any Letters of Credit and guarantees included in such facilities); and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any
Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the
rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses
(i) and (ii) above being referred to herein collectively as, (the “Assigned Interest”). Such sale and assignment is
without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.


	Assignor:	 	 
	 	 	 	 	 	 





	1.	Assignor: 	 	 
	 	 	 	 	 	 





	2.	Assignee:___________________________________ [and is an Affiliate of [identify Lender]]
	3.	Borrower(s):GLATFELTER CORPORATION, a Pennsylvania corporation, and the other Borrowers now or hereafter party thereto
	4.	Administrative Agent: PNC Bank, National Association, as the Administrative Agent under the Credit Agreement
	 	 	 	 	 	 


 


 






    	 	Exhibit 1.1(A)	 



     


    

 


	5.	Credit Agreement: The Fourth Amended and Restated Credit Agreement dated as of September 2, 2021 among GLATFELTER CORPORATION, a Pennsylvania corporation, and the other Borrowers now or hereafter party thereto, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, the Guarantors now or hereafter party thereto and the Lenders now or hereafter party thereto
	6.	Assigned Interest:
	 	 


 


	Facility Assigned	Aggregate Amount of Commitment / Loans of such Facility for all Lenders	Amount of Commitment / Loans of such Facility Assigned1	Percentage Assigned of Commitment / Loans of such Facility2	CUSIP 

Number
	______________3	$_____________	$_____________	__________%	 
	______________	$_____________	$_____________	__________%	 
	______________	$_____________	$_____________	__________%	 


 


Effective Date: _____________ ___, 20___ [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]4


 


	i	Not be less than $5,000,000.00, in the case of any assignment in respect of the Revolving Credit Commitment of the Assignor, or €5,000,000.00 in the case of the Term Loan Commitment or Term Loan of the Assignor, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consents.
	ii	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
	iii	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment” or “Term Loan Commitment”). The same percentage of each facility owned by the Assignor shall be assigned to the Assignee.
	iv	Assignor shall pay a fee of $3,500 to the Administrative Agent in connection with the Assignment.


 


 






    	 	Exhibit 1.1(A)	 



     


    

 


[SIGNATURE
PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT]


 


The terms set forth in this Assignment are hereby
agreed to:


	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 


 


 


	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 


 


 


 






    	 	 	 



     


    

 


[SIGNATURE
PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT]


 


Consented to and Accepted:


	
    PNC BANK, NATIONAL ASSOCIATION,

    as Administrative Agent

     

	 
	By:	 
	Name:	 
	Title:	 
	 	 


 


 


[Consented to:]5


	
    GLATFELTER CORPORATION,

    as Borrower Agent

     

	 
	By:	 
	Name:	 
	Title:	 
	 	 


 


 


 


 


 



	5	To be added only if the consent of the Borrower is required by the terms of Section 10.11 of the Credit Agreement.


 


 






    	 	 	 



     


    

 


ANNEX
1


STANDARD
TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT


1.       Representations
and Warranties.


1.1       Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest; (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim; (iii) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (iv) it
is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document; (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents, or any collateral thereunder; (iii) the financial condition of any Borrower,
any of such Borrower’s Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document; or (iv) the
performance or observance by any Borrower, any of such Borrower’s Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Loan Document.


1.2       Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement;
(ii) it meets all requirements, of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be
required under the Credit Agreement); (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations
of a Lender thereunder; (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned
Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type; (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 7.3 thereof, as applicable, and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which
it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; (vi) it
has, independently and without reliance upon the Administrative Agent made its own credit analysis and decision to enter into this Assignment
to purchase such Assigned Interest; and (vii) if Assignee is not incorporated or organized under the Laws of the United States of
America or a state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, the Assignor 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 decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required
to be performed by it as a Lender.






    	 	Annex 1	 



     


    

 


2.       Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and
to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent
shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.


3.       General
Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of
an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart
of this Assignment. This Assignment shall be governed by, and construed in accordance with, the Laws of the State of New York.


 


 


 


 






    	 	Annex 1	 



     


    


EXHIBIT
1.1(B)


FORM
OF

BORROWER JOINDER AND ASSUMPTION AGREEMENT


THIS BORROWER JOINDER AND ASSUMPTION AGREEMENT
(this “Agreement”) is made as of ____________, 20__, by _____________________________________________________, a _____________________
[corporation/partnership/limited liability company] (the “New Borrower”).


Background


Reference is made to (i) the Fourth Amended
and Restated Credit Agreement, dated as of September 2, 2021, as the same may be amended, restated, supplemented or modified from time
to time (the “Credit Agreement”), by and among GLATFELTER CORPORATION, a Pennsylvania corporation, the other Borrowers
now or hereafter party thereto (collectively, the “Borrowers”), each of the Guarantors now or hereafter party thereto,
the Lenders now or hereafter party thereto (the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative
Agent for the Lenders (in such capacity, the “Administrative Agent”), (ii) the Second Amended and Restated Continuing
Agreement of Guaranty and Suretyship, dated as of February 8, 2019, as the same may be amended, restated, supplemented or modified
from time to time (the “Guaranty”), made by the Guarantors in favor of the Administrative Agent, and (iii) the
other Loan Documents referred to in the Credit Agreement, as the same may be amended, restated, supplemented or modified from time to
time (collectively, the “Loan Documents”).


Agreement


Capitalized terms defined in the Credit Agreement
are used herein as defined therein.


New Borrower hereby becomes a Borrower under
the terms of the Credit Agreement and in consideration of the value of the synergistic and other benefits received by New Borrower as
a result of being or becoming affiliated with the Borrowers and the Guarantors, New Borrower hereby agrees that effective as of the date
hereof [subject to the limitations set forth in Section 10.18 of the Credit Agreement]61 it hereby is, and shall be deemed
to be, and assumes the obligations of, a “Loan Party” and a “Borrower”, jointly and severally, under
the Credit Agreement and the Notes, and a Loan Party or Borrower, as the case may be, under each of the other Loan Documents to which
the Loan Parties or Borrowers are a party; and, New Borrower hereby agrees that from the date hereof and so long as any Loan or any Commitment
of any Lender shall remain outstanding and until the payment in full of the Loans and the Notes, the expiration of all Letters of Credit,
and the performance of all other Obligations of the Loan Parties under the Loan Documents, New Borrower shall perform, comply with, and
be subject to and bound by each of the terms and provisions of the Credit Agreement and each of the other Loan Documents, jointly and
severally, with the existing parties thereto. Without limiting the generality of the foregoing, New Borrower hereby represents and warrants
that (i) each of the representations and warranties set forth in Section 5 of the Credit Agreement applicable to a Loan Party is
true and correct as to New Borrower on and as of the date hereof and (ii) New Borrower has heretofore received a true and correct
copy of the Credit Agreement and each of the other Loan Documents (including any modifications thereof or supplements or waivers thereto)
in effect on the date hereof. [INSERT ANY APPLICABLE LOCAL LAW LIMITATIONS.]


______________________


1 To be included for each New Borrower that is a Foreign Borrower


 


    	 	Exhibit 1.1(B)	 



     


    

New Borrower hereby makes, affirms, and ratifies
in favor of the Lenders and the Administrative Agent, the Credit Agreement and each of the other Loan Documents executed and delivered
by the Borrowers to the Administrative Agent and any of the Lenders.


New Borrower is simultaneously delivering to
the Administrative Agent the documents, together with this Borrower Joinder and Assumption Agreement, required under Section 7.1.10 of
the Credit Agreement.


In furtherance of the foregoing, New Borrower
shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents
and do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion of Administrative Agent to carry
out more effectively the provisions and purposes of this Borrower Joinder and Assumption Agreement and the other Loan Documents.


This Agreement shall be governed by and construed
in accordance with the Laws of the State of New York.


This Agreement may be executed in any number
of counterparts, and by different parties hereto in separate counterparts, each of which, when so executed, shall be deemed an original,
but all such counterparts shall constitute one and the same instrument. New Borrower acknowledges and agrees that a telecopy transmission
to the Administrative Agent or any Lender of signature pages hereof purporting to be signed on behalf of New Borrower shall constitute
effective and binding execution and delivery hereof by New Borrower.


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


 


 


    	 	Exhibit 1.1(B)	 



     


    

[SIGNATURE
PAGE - BORROWER JOINDER AND ASSUMPTION AGREEMENT]


IN WITNESS WHEREOF, and intending to be legally
bound hereby, the New Borrower has duly executed this Borrower Joinder and Assumption Agreement and delivered the same to the Administrative
Agent for the benefit of the Lenders, as of the date and year first above written.


	ATTEST:	 
	 
	By:	 
	Name:	 
	Title:	 
	 	 


 


 


Acknowledged and accepted:


	
    PNC BANK, NATIONAL ASSOCIATION,

    as Administrative Agent

     

	 
	By:	 
	Name:	 
	Title:	 
	 	 


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 1.1(B)	 



     


    

EXHIBIT 1.1(C)


[FORM OF]


QUALIFYING LENDER CONFIRMATION


Reference is hereby made to the Fourth Amended
and Restated Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among [ ], and each lender from time to time party thereto.


Pursuant to the provisions of Section 4.7.7(iv)(f)
of the Credit Agreement, the undersigned hereby certifies that (i) [it is an English Qualifying Lender (other than an English Treaty
Lender)], (ii) [it is an English Treaty Lender], or (ii)[it is not an English Qualifying Lender].


By executing this certificate, the undersigned
agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and
the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with
a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	
    [NAME OF LENDER]

     

	 
	By:	 
	Name:	 
	 	 


 


 


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 1.1(C)	 



     


    

EXHIBIT
1.1(G)(1)


FORM
OF

GUARANTOR JOINDER AND ASSUMPTION AGREEMENT


THIS GUARANTOR JOINDER AND ASSUMPTION AGREEMENT
(this “Agreement”) is made as of ____________, 20__, by ________________________________, a _____________________ [corporation/partnership/limited
liability company] (the “New Guarantor”).


Background


Reference is made to (i) the Fourth Amended
and Restated Credit Agreement, dated as of September 2, 2021, as the same may be amended, restated, supplemented or modified from time
to time (the “Credit Agreement”), by and among GLATFELTER CORPORATION, a Pennsylvania corporation, the other Borrowers
now or hereafter party thereto (collectively, the “Borrowers”), each of the Guarantors now or hereafter party thereto,
the Lenders now or hereafter party thereto (the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative
Agent for the Lenders (in such capacity, the “Administrative Agent”), (ii) the Third Amended and Restated Continuing
Agreement of Guaranty and Suretyship, dated as of September 2, 2021, as the same may be amended, restated, supplemented or modified from
time to time (the “Guaranty”), made by Guarantors in favor of the Administrative Agent, and (iii) the other Loan
Documents referred to in the Credit Agreement, as the same may be amended, restated, supplemented or modified from time to time (collectively,
the “Loan Documents”).


Agreement


Capitalized terms defined in the Credit Agreement
are used herein as defined therein.


New Guarantor hereby becomes a Guarantor under
the terms of the Credit Agreement and in consideration of the value of the synergistic and other benefits received by New Guarantor as
a result of being or becoming affiliated with the Borrowers and the Guarantors, New Guarantor hereby agrees that effective as of the date
hereof [subject to the limitations set forth in Section 20 of the Guaranty]71 it hereby is, and shall be deemed to be, and
assumes the obligations of, a “Loan Party” and a “Guarantor”, jointly and severally, under the Credit Agreement,
a “Guarantor,” jointly and severally with the existing Guarantors under the Guaranty, and a Loan Party or Guarantor, as the
case may be, under each of the other Loan Documents to which the Loan Parties or Guarantors are a party; and, New Guarantor hereby agrees
that from the date hereof and so long as any Loan or any Commitment of any Lender shall remain outstanding and until the payment in full
of the Loans and the Notes, the expiration of all Letters of Credit, and the performance of all other Obligations of the Loan Parties
under the Loan Documents, New Guarantor shall perform, comply with, and be subject to and bound by each of the terms and provisions of
the Credit Agreement, Guaranty and each of the other Loan Documents, jointly and severally, with the existing parties thereto. Without
limiting the generality of the foregoing, New Guarantor hereby represents and warrants that (i) each of the representations and warranties
set forth in Section 5 of the Credit Agreement applicable to a Loan Party is true and correct as to New Guarantor on and as of the date
hereof and (ii) New Guarantor has heretofore received a true and correct copy of the Credit Agreement, Guaranty and each of the other
Loan Documents (including any modifications thereof or supplements or waivers thereto) in effect on the date hereof. [INSERT ANY APPLICABLE
LOCAL LAW LIMITATIONS.]


____________________


1 To be included for each New Guarantor that is a Foreign Borrower
or Foreign Guarantor.


    	 	Exhibit 1.1(G)(1)	 



     


    

New Guarantor hereby makes, affirms, and ratifies
in favor of the Lenders and the Administrative Agent, the Credit Agreement, Guaranty and each of the other Loan Documents given by the
Guarantors to the Administrative Agent and any of the Lenders.


New Guarantor is simultaneously delivering to
the Administrative Agent the documents, together with this Guarantor Joinder and Assumption Agreement, required under Section 7.1.10 of
the Credit Agreement.


In furtherance of the foregoing, New Guarantor
shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents
and do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion of Administrative Agent to carry
out more effectively the provisions and purposes of this Guarantor Joinder and Assumption Agreement and the other Loan Documents.


This Agreement shall be governed by and construed
in accordance with the Laws of the State of New York.


This Agreement may be executed in any number
of counterparts, and by different parties hereto in separate counterparts, each of which, when so executed, shall be deemed an original,
but all such counterparts shall constitute one and the same instrument. New Guarantor acknowledges and agrees that a telecopy transmission
to the Administrative Agent or any Lender of signature pages hereof purporting to be signed on behalf of New Guarantor shall constitute
effective and binding execution and delivery hereof by New Guarantor.


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


 


 


 


 


    	 	Exhibit 1.1(G)(1)	 



     


    

[SIGNATURE
PAGE - GUARANTOR JOINDER AND ASSUMPTION AGREEMENT]


 


IN WITNESS WHEREOF, and intending to be legally
bound hereby, the New Guarantor has duly executed this Guarantor Joinder and Assumption Agreement and delivered the same to the Administrative
Agent for the benefit of the Lenders, as of the date and year first above written.


	ATTEST:	 
	 
	By:	 
	Name:	 
	Title:	 
	 	 


 


 


Acknowledged and accepted:


	
    PNC BANK, NATIONAL ASSOCIATION,

    as Administrative Agent

     

	 
	By:	 
	Name:	 
	Title:	 
	 	 


 


 


 


 


 


 


 


    	 	Exhibit 1.1(G)(1)	 



     


    

EXHIBIT
1.1(G)(2)


FORM
OF

THIRD Amended and Restated CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP


This Third Amended and Restated Continuing Agreement
of Guaranty and Suretyship (the “Guaranty”), dated as of September 2, 2021, is jointly and severally given by each
of the undersigned and each of the other Persons which become Guarantors hereunder from time to time (each a “Guarantor”
and collectively the “Guarantors”) in favor of PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent for the
Lenders (the “Administrative Agent”) in connection with that Fourth Amended and Restated Credit Agreement, dated as
of the date hereof, by and among Glatfelter Corporation, a Pennsylvania corporation, the other Borrowers now or hereafter party thereto
(collectively, the “Borrowers”), the Guarantors now or hereafter party thereto, the Administrative Agent, and the Lenders
now or hereafter party thereto (the “Lenders”) (as amended, restated, modified, or supplemented from time to time hereafter,
the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed
to them by the Credit Agreement and the rules of construction set forth in Section 1.2 of the Credit Agreement shall apply to this Guaranty.


1.       Guaranteed
Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrowers
under the Credit Agreement, each Guarantor hereby jointly and severally (subject to Section 20, if applicable) unconditionally, and irrevocably,
guaranties to the Administrative Agent, each Lender and any provider of a Lender Provided Hedge or Other Lender-Provided Financial Service
Products; and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether
on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of
an automatic stay under the federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all Obligations,
and all extensions, modifications, substitutions, amendments or renewals thereof, whether such Obligations are direct or indirect, secured
or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter
arising (and including Obligations arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar
proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding,
even if the claim for such Obligation is not enforceable or allowable in such proceeding, and including all Obligations arising from any
extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in
excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension
of credit is not satisfied) (all such Obligations are referred to, collectively, as the “Guaranteed Obligations” and
each, as a “Guaranteed Obligation”). Notwithstanding anything to the contrary contained herein, Guaranteed Obligations
shall specifically exclude any and all Excluded Hedge Liabilities. Without limitation of the foregoing, any of the Guaranteed Obligations
shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders
(or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective
rights and obligations under the Loan Documents, or any other Guaranteed Obligations, to any other Person, in accordance with the terms
of the Credit Agreement. In furtherance of the foregoing, each Guarantor jointly and severally (subject to Section 20, if applicable)
agrees as follows.


    	 	Exhibit 1.1(G)(2)	 



     


    

2.       Guaranty.
Each Guarantor hereby promises to pay and perform all such Guaranteed Obligations immediately upon demand of the Administrative Agent
and the Lenders or any one or more of them at maturity or upon an Event of Default. All payments made hereunder shall be made by each
Guarantor in immediately available funds in United States Dollars and shall be made without setoff, counterclaim, withholding, or other
deduction of any nature, except as may otherwise be required by Law.


3.       Obligations
Absolute. The Guaranteed Obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise diminished by the
failure, default, omission, or delay, willful or otherwise, by any Lender, the Administrative Agent, or any Borrower or any other obligor
on any of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which would vary
the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each of the Guarantors
agrees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents. Without
limiting the generality of the foregoing, to the fullest extent it can do so in accordance with applicable Law, each Guarantor hereby
consents to, at any time and from time to time, and the joint and several (subject to Section 20, if applicable) Guaranteed Obligations
of each Guarantor hereunder shall not be diminished, terminated, or otherwise similarly affected by any of the following:


(a)       Any
lack of genuineness, legality, validity, enforceability or allowability (in a bankruptcy, insolvency, reorganization or similar proceeding,
or otherwise), or any avoidance or subordination, in whole or in part, of any Loan Document or any of the Guaranteed Obligations and to
the fullest extent of the law regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any
of the Guaranteed Obligations, any of the terms of the Loan Documents, or any rights of the Administrative Agent or the Lenders or any
other Person with respect thereto;


(b)       Any
increase, decrease, or change in the amount, nature, type or purpose of any of, or any release, surrender, exchange, compromise or settlement
of, any of the Guaranteed Obligations (whether or not contemplated by the Loan Documents as presently constituted); any change in the
time, manner, method, or place of payment or performance of, or in any other term of, any of the Guaranteed Obligations; any execution
or delivery of any additional Loan Documents; or any amendment, modification or supplement to, or renewals, extensions, refinancing or
refunding of, any Loan Document or any of the Guaranteed Obligations;


(c)       Any
failure to assert any breach of or default under any Loan Document or any of the Guaranteed Obligations; any extensions of credit in excess
of the amount committed under or contemplated by the Loan Documents, or in circumstances in which any condition to such extensions of
credit has not been satisfied; any other exercise or non-exercise, or any other failure, omission, breach, default, delay, or wrongful
action in connection with any exercise or non-exercise, of any right or remedy against any Borrower or any other Person under or in connection
with any Loan Document or any of the Guaranteed Obligations; any refusal of payment or performance of any of the Guaranteed Obligations,
whether or not with any reservation of rights against any Guarantor; or any application of collections (including but not limited to collections
resulting from realization upon any direct or indirect security for the Guaranteed Obligations) to other obligations, if any, not entitled
to the benefits of this Guaranty, in preference to Guaranteed Obligations entitled to the benefits of this Guaranty, or if any collections
are applied to Guaranteed Obligations, any application to particular Guaranteed Obligations;


    	 	Exhibit 1.1(G)(2)	 



     


    

(d)       Any
taking, exchange, amendment, modification, waiver, supplement, termination, subordination, compromise, release, surrender, loss, or impairment
of, or any failure to protect, perfect, or preserve the value of, or any enforcement of, realization upon, or exercise of rights, or remedies
under or in connection with, or any failure, omission, breach, default, delay, or wrongful action by the Administrative Agent or the Lenders,
or any of them, or any other Person in connection with the enforcement of, realization upon, or exercise of rights or remedies under or
in connection with, or, any other action or inaction by any of the Administrative Agent or the Lenders, or any of them, or any other Person
in respect of, any direct or indirect security for any of the Guaranteed Obligations. As used in this Guaranty, “direct or indirect
security” for the Guaranteed Obligations, and similar phrases, includes any collateral security, guaranty, suretyship, letter of
credit, capital maintenance agreement, put option, subordination agreement, or other right or arrangement of any nature providing direct
or indirect assurance of payment or performance of any of the Guaranteed Obligations, made by or on behalf of any Person;


(e)       Any
merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or forfeiture, or other change in, restructuring or termination
of the corporate structure or existence of, any Borrower or any other Person; any bankruptcy, insolvency, reorganization or similar proceeding
with respect to any Borrower or any other Person; or any action taken or election made by the Administrative Agent or the Lenders, or
any of them (including but not limited to any election under Section 1111(b)(2) of the United States Bankruptcy Code), any Borrower, or
any other Person in connection with any such proceeding;


(f)       Any
defense, setoff, or counterclaim which may at any time be available to or be asserted by any Borrower or any other Person with respect
to any Loan Document or any of the Guaranteed Obligations; or any discharge by operation of law or release of any Borrower or any other
Person from the performance or observance of any Loan Document or any of the Guaranteed Obligations; or


(g)       Any
other event or circumstance, whether similar or dissimilar to the foregoing, and whether known or unknown, which might otherwise constitute
a defense available to, or limit the liability of, any Guarantor, a guarantor or a surety, excepting in each such case full, strict, and
indefeasible payment and performance of the Guaranteed Obligations in full.


Each Guarantor acknowledges, consents, and agrees
that new Guarantors may join in this Guaranty pursuant to Section 7.1.10 of the Credit Agreement and each Guarantor affirms that its Guaranteed
Obligations hereunder shall continue undiminished.


    	 	Exhibit 1.1(G)(2)	 



     


    

4.       Waivers,
etc. Subject to Section 20, if applicable, to the fullest extent it can do so in accordance with applicable Law, each of the Guarantors
hereby waives any defense to or limitation on its Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance
referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each
of the following:


(a)       All
notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against
any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by
any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest
under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed Obligation; any notice of
any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document or any of the Guaranteed Obligations
or any direct or indirect security for any of the Guaranteed Obligations; and any notice of any information pertaining to the business,
operations, condition (financial or otherwise) or prospects of any Borrower or any other Person;


(b)       Any
right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy,
insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy
under or in connection with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed
Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any
other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under,
any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; any benefit
of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, and any requirement that
any Guarantor receive notice of any such acceptance;


(c)       Any
defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies
(including, but not limited to, anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies
or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion
of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guaranteed Obligations),
which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against
any Borrower or any other Person or which otherwise discharges or impairs any of the Guaranteed Obligations; and


(d)       Any
and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.


    	 	Exhibit 1.1(G)(2)	 



     


    

5.       Reinstatement.
This Guaranty is a continuing guaranty of the Guarantors and shall remain in full force and effect notwithstanding that no Guaranteed
Obligations may be outstanding from time to time and notwithstanding any other event or circumstance. Upon termination of all Commitments,
the expiration of all Letters of Credit and indefeasible payment in full of all Guaranteed Obligations (other than non-assessed contingent
reimbursement obligations), this Guaranty shall terminate; provided, however, that this Guaranty shall continue to be effective or be
reinstated, as the case may be, any time any payment of any of the Guaranteed Obligations is rescinded, recouped, avoided, or must otherwise
be returned or released by any Lender or Administrative Agent upon or during the insolvency, bankruptcy, or reorganization of, or any
similar proceeding affecting, any Borrower or for any other reason whatsoever, all as though such payment had not been made and was due
and owing.


6.       Subrogation.
Each Guarantor waives and agrees it will not exercise any rights against any Borrower or any other Guarantor arising in connection with,
or any collateral securing, the Guaranteed Obligations (including rights of subrogation, contribution, and the like) until the Guaranteed
Obligations have been indefeasibly paid in full, and all Commitments have been terminated and all Letters of Credit have expired. If,
during the occurrence and continuance of an Event of Default, any amount shall be paid to any Guarantor by or on behalf of any Borrower
or any other Guarantor by virtue of any right of subrogation, contribution, or the like, such amount shall be deemed to have been paid
to such Guarantor for the benefit of, and shall be held in trust for the benefit of, the Administrative Agent and the Lenders and shall
forthwith be paid to the Administrative Agent to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured,
in accordance with the terms of the Credit Agreement.


7.       No
Stay. If any declaration of default or acceleration or other exercise or condition to exercise of rights or remedies under or with
respect to any Guaranteed Obligation shall at any time be stayed, enjoined, or prevented for any reason (including, but not limited to,
stay or injunction resulting from the pendency against any Borrower or any other Person of a bankruptcy, insolvency, reorganization or
similar proceeding), the Guarantors agree that, for the purposes of this Guaranty and their Guaranteed Obligations hereunder, the Guaranteed
Obligations shall be deemed to have been declared in default or accelerated, and such other exercise or conditions to exercise shall be
deemed to have been taken or met.


8.       Taxes.
Each Guarantor agrees to comply with Section 4.7 of the Credit Agreement as applied to such Guarantor and the Guaranteed Obligations.


9.       Notices.
Each Guarantor agrees that all notices, statements, requests, demands and other communications under this Guaranty shall be given to such
Guarantor at the address set forth on a Schedule to, or in a Guarantor Joinder and Assumption Agreement given under, the Credit Agreement
and in the manner provided in Section 10.6 of the Credit Agreement. The Administrative Agent and the Lenders may rely on any notice (whether
or not made in a manner contemplated by this Guaranty) purportedly made by or on behalf of a Guarantor, and the Administrative Agent and
the Lenders shall have no duty to verify the identity or authority of the Person giving such notice.


10.       Counterparts;
Telecopy Signatures. This Guaranty may be executed in any number of counterparts, each of which, when so executed, shall be deemed
an original, but all such counterparts shall constitute but one and the same instrument. Each Guarantor acknowledges and agrees that a
telecopy transmission to Administrative Agent or any Lender of signature pages hereof purporting to be signed on behalf of any Guarantor
shall constitute effective and binding execution and delivery hereof by such Guarantor.


    	 	Exhibit 1.1(G)(2)	 



     


    

11.       Setoff,
Default Payments by Borrowers.


(a)       Each
Guarantor agrees to be bound by Section 8.2.3 of the Credit Agreement as applied to such Guarantor.


(b)       Upon
the occurrence and during the continuation of any default under any Guaranteed Obligation, if any amount shall be paid to any Guarantor
by or for the account of any Borrower, such amount shall be held in trust for the benefit of each Lender and Administrative Agent and
shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations when due and payable.


12.       Construction.
The section and other headings contained in this Guaranty are for reference purposes only and shall not affect interpretation of this
Guaranty in any respect. This Guaranty has been fully negotiated between the applicable parties, each party having the benefit of legal
counsel, and accordingly neither any doctrine of construction of guaranties or suretyships in favor of the guarantor or surety, nor any
doctrine of construction of ambiguities in agreement or instruments against the party controlling the drafting thereof, shall apply to
this Guaranty.


13.       Successors
and Assigns. This Guaranty shall be binding upon each Guarantor, its successors and assigns, and shall inure to the benefit of and
be enforceable by the Administrative Agent and the Lenders, or any of them, and their successors and permitted assigns provided, however,
that no Guarantor may assign or transfer any of its rights or obligations hereunder or any interest herein and any such purported assignment
or transfer shall be null and void. Without limitation of the foregoing, the Administrative Agent and the Lenders, or any of them (and
any successive assignee or transferee), from time to time may assign or otherwise transfer all or any portion of its rights or obligations
in accordance with the Loan Documents (including all or any portion of any commitment to extend credit), or any other Guaranteed Obligations,
to any other person and such Guaranteed Obligations (including any Guaranteed Obligations resulting from extension of credit by such other
Person under or in connection with the Loan Documents) shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty,
and to the extent of its interest in such Guaranteed Obligations such other Person shall be vested with all the benefits in respect thereof
granted to the Administrative Agent and the Lenders in this Guaranty or otherwise.


14.       Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial.


(a)       Governing
Law. This Guaranty shall be governed by, construed, and enforced in accordance with the laws of the State of New York.


    	 	Exhibit 1.1(G)(2)	 



     


    

(b)       Consent
to Forum; Waiver of Jury Trial: EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS TO
WHICH IT IS A PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE FULLEST
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT, AND EACH GUARANTOR WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS
THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY AT THE ADDRESSES PROVIDED FOR IN
SECTION 9 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY
OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED
ON LACK OF JURISDICTION OR VENUE. EACH GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND
ARISING OUT OF OR RELATED TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT TO THE FULL EXTENT PERMITTED BY LAW.


(c)       Each
Guarantor hereby appoints a process agent, Glatfelter Corporation, as its agent to receive on behalf of such party and its respective
property, service of copies of the summons and complaint and any other process which may be served in any action or proceeding (the “Process
Agent”). Such service may be made by mailing or delivering a copy of such process to any of the Guarantors in care of the Process
Agent at the Process Agent’s address, and each of the Guarantors hereby authorizes and directs the Process Agent to receive such
service on its behalf. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions (or any political subdivision thereof) by suit on the judgment or in any other manner provided by law. Each Guarantor
further agrees that it shall, for so long as any Commitment, Letter of Credit or any Obligation of any Loan Party to the Lenders remains
outstanding, continue to retain Process Agent for the purposes set forth in this Section 14. The Process Agent hereby accepts the appointment
of Process Agent by the Guarantors and agrees to act as Process Agent on behalf of the Guarantors. The Process Agent has an address of,
on the date hereof, that of Glatfelter Corporation as reflected in the Credit Agreement.


15.       Severability;
Modification to Conform to Law.


(a)       It
is the intention of the parties that this Guaranty be enforceable to the fullest extent permissible under applicable Law, but that the
unenforceability (or modification to conform to such Law) of any provision or provisions hereof shall not render unenforceable, or impair,
the remainder hereof. If any provision in this Guaranty shall be held invalid or unenforceable in whole or in part in any jurisdiction,
this Guaranty shall, as to such jurisdiction, be deemed amended to modify or delete, as necessary, the offending provision or provisions
and to alter the bounds thereof in order to render it or them valid and enforceable to the maximum extent permitted by applicable Law,
without in any manner affecting the validity or enforceability of such provision or provisions in any other jurisdiction or the remaining
provisions hereof in any jurisdiction.


    	 	Exhibit 1.1(G)(2)	 



     


    

(b)       Each
Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and the Lenders, hereby confirm that it is the intention of
all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder.
To effectuate the foregoing intention, the Administrative Agent and the Lenders hereby irrevocably agree that the Guaranteed Obligations
of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations
of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy
Law” means any proceeding of the type referred to in the definition of Insolvency Proceeding in the Credit Agreement or Title
11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.


16.       Each
Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Administrative
Agent or any Lender under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by Law,
such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Lenders under or in respect
of the Loan Documents.


17.       Notwithstanding
anything to the contrary in this Section or elsewhere in this Guaranty, this Guaranty shall be presumptively valid and enforceable to
its full extent in accordance with its terms, as if this Section (and references elsewhere in this Guaranty to enforceability to the fullest
extent permitted by Law) were not a part of this Guaranty, and in any related litigation the burden of proof shall be on the party asserting
the invalidity or unenforceability of any provision hereof or asserting any limitation on any Guarantor’s Guaranteed Obligations
hereunder as to each element of such assertion.


18.       Additional
Guarantors. At any time after the initial execution and delivery of this Guaranty to the Administrative Agent and the Lenders, additional
Persons may become parties to this Guaranty and thereby acquire the duties and rights of being Guarantors hereunder by executing and delivering
to the Administrative Agent and the Lenders a Guarantor Joinder and Assumption Agreement pursuant to the Credit Agreement. No notice of
the addition of any Guarantor shall be required to be given to any pre-existing Guarantor and each Guarantor hereby consents thereto.


19.       Joint
and Several Obligations. Subject to Section 20 hereof, if applicable, the Guaranteed Obligations of the Guarantors under this Guaranty
are joint and several obligations of the Guarantors, and each Guarantor hereby waives to the full extent permitted by Law any defense
it may otherwise have to the payment and performance of the Obligations that its liability hereunder is limited and not joint and several.
Each Guarantor acknowledges and agrees that the foregoing waivers and those set forth below serve as a material inducement to the agreement
of the Administrative Agent and the Lenders to make the Loans, and that the Administrative Agent and the Lenders are relying on each specific
waiver and all such waivers in entering into this Guaranty. The undertakings of each Guarantor hereunder secure the Guaranteed Obligations
of itself and the other Guarantors. The Administrative Agent and the Lenders, or any of them, may, in their sole discretion, elect to
enforce this Guaranty against any Guarantor without any duty or responsibility to pursue any other Guarantor and such an election by the
Administrative Agent and the Lenders, or any of them, shall not be a defense to any action the Administrative Agent and the Lenders, or
any of them, may elect to take against any Guarantor. Each of the Lenders and Administrative Agent hereby reserve all right against each
Guarantor.


    	 	Exhibit 1.1(G)(2)	 



     


    

20.       Obligations
of Foreign Guarantors.


(a)       Notwithstanding
the joint and several liability of the Guarantors organized under the laws of a jurisdiction other than the United States (each, a “Foreign
Guarantor”) under this Guaranty or any other Loan Document, and notwithstanding any other provision of this Guaranty or any
other Loan Document and whether or not explicitly limited by reference to this Section, all Guaranteed Obligations of each Foreign Guarantor
under this Guaranty and any other Loan Documents on account of principal and interest under the Loans and Reimbursement Obligations and
Letters of Credit Borrowings and/or any Swap Obligations shall be limited to the principal amount advanced to such Foreign Guarantor or
its Subsidiaries and reimbursement of draws under Letters of Credit issued for the account of such Foreign Guarantor or its Subsidiaries
and, in each case, interest thereon or the Swap Obligations entered into by the respective Foreign Guarantors or any of the Subsidiaries.
Each Foreign Guarantor shall be liable only for its pro rata share of all fees and expenses and other sums due hereunder (other
than principal and interest on the Loans) based upon the ratio of the sum of Loans outstanding to and Letters of Credit issued for such
Foreign Guarantor to the total amount of Loans outstanding and Letters of Credit issued hereunder. Notwithstanding the foregoing, with
respect to any reimbursement or indemnification obligation arising from a breach of any representation, covenant, reporting requirement
or other similar obligation under this Guaranty or any other Loan Document, each Foreign Guarantor shall be liable only to the extent
that such breach is in relation to such Foreign Guarantor or any of its Subsidiaries.


(b)       Any
Foreign Guarantor may from time to time deliver a termination notice to the Administrative Agent requesting that it no longer be a party
to this Guaranty. Such termination shall be effective two Business Days after receipt by the Administrative Agent so long as all Guaranteed
Obligations for which such Foreign Guarantor is liable pursuant to Section 20(a) above have been paid in full (including principal, interest
and other amounts) and no Letter of Credit issued for the account or benefit of such Foreign Guarantor is outstanding; provided that,
to the extent this Guaranty provides for the survival of certain provisions upon termination hereof, such surviving provisions shall survive
a termination under this subsection with respect to any such Foreign Guarantor.


21.       Receipt
of Credit Agreement, Other Loan Documents, Benefits.


(a)       Each
Guarantor hereby acknowledges that it has received a copy of the Credit Agreement and the other Loan Documents and each Guarantor certifies
that the representations and warranties made therein with respect to such Guarantor are true and correct. Further, each Guarantor acknowledges
and agrees to perform, comply with, and be bound by all of the provisions of the Credit Agreement and the other Loan Documents.


    	 	Exhibit 1.1(G)(2)	 



     


    

(b)       Each
Guarantor hereby acknowledges, represents, and warrants that it receives synergistic benefits by virtue of its affiliation with Borrowers
and the other Guarantors and that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit
Agreement and that such benefits, together with the rights of contribution and subrogation that may arise in connection herewith are a
reasonably equivalent exchange of value in return for providing this Guaranty.


22.       Miscellaneous.


(a)       Generality
of Certain Terms. As used in this Guaranty, the terms “hereof,” “herein,” and terms of similar import refer
to this Guaranty as a whole and not to any particular term or provision; the term “including,” as used herein, is not a term
of limitation and means “including without limitation”.


(b)       Amendments,
Waivers. No amendment to or waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor herefrom, shall
in any event be effective unless in a writing manually signed by each Guarantor and by or on behalf of the Administrative Agent and the
Lenders. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No
delay or failure of the Administrative Agent or the Lenders, or any of them, in exercising any right or remedy under this Guaranty shall
operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy. The rights and remedies of the Administrative Agent and the Lenders under this Guaranty
are cumulative and not exclusive of any other rights or remedies available hereunder, under any other agreement or instrument, by law,
or otherwise.


(c)       Telecommunications.
Each Lender and Administrative Agent shall be entitled to rely on the authority of any individual making any telecopy, electronic or telephonic
notice, request, or signature without the necessity of receipt of any verification thereof.


(d)       Expenses.
Subject to Section 20, if applicable, each Guarantor unconditionally agrees to pay all costs and expenses, including reasonable attorney’s
fees incurred by the Administrative Agent or any of the Lenders in enforcing this Guaranty against any Guarantor and each Guarantor shall
pay and indemnify the Administrative Agent and any Lender from and against any and all claims, demands, liabilities, damages, penalties,
interest, judgments, losses, costs, charges and expenses in accordance with and subject to the provisions of, mutatis mutandis,
Section 10.3 of the Credit Agreement.


(e)       Prior
Understandings. This Guaranty and the Credit Agreement constitute the entire agreement of the parties hereto with respect to the subject
matter hereof and supersede any and all other prior and contemporaneous understandings and agreements.


(f)       Survival.
All representations and warranties of the Guarantors made in connection with this Guaranty shall survive, and shall not be waived by,
the execution and delivery of this Guaranty, any investigation by or knowledge of the Administrative Agent and the Lenders, or any of
them, any extension of credit, or any other event or circumstance whatsoever.


    	 	Exhibit 1.1(G)(2)	 



     


    

(g)       Amendment
and Restatement; No Novation. Reference is made to that certain Amended and Restated Continuing Agreement of Guaranty and Suretyship,
dated as of March 12, 2015, made by the guarantors party thereto in favor of the Administrative Agent, as heretofore amended (as
so amended, the “Existing Guaranty Agreement”). The Existing Guaranty Agreement is hereby amended and restated in its
entirety as provided herein, and this Guaranty is not intended to constitute, nor does it constitute, an interruption, suspension of continuity,
satisfaction, discharge of prior duties, novation, or termination of the indebtedness, loans, liabilities, expenses, or guaranteed obligations
under the Existing Guaranty Agreement. Each Guarantor and the Administrative Agent acknowledge and agree that the Existing Guaranty Agreement
has continued to guaranty the indebtedness, loans, liabilities, expenses, and obligations thereunder since the date of execution of the
Existing Guaranty Agreement; and that this Guaranty is entitled to all rights and benefits originally pertaining to the Existing Guaranty
Agreement.


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 1.1(G)(2)	 



     


    

[SIGNATURE
PAGE - SECOND AMENDED AND RESTATED CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP]


 


IN WITNESS WHEREOF, each Guarantor intending
to be legally bound, has executed this Guaranty as of the date first above written with the intention that this Guaranty shall constitute
a sealed instrument.


 


	 	
    GLATFELTER HOLDINGS, LLC, a Delaware limited liability company

     

	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 


 


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 1.1(G)(2)	 



     


    

EXHIBIT
1.1(R)


FORM
OF

[AMENDED AND RESTATED] REVOLVING CREDIT NOTE


$______________                                       ____________,
______


FOR VALUE RECEIVED, the undersigned, GLATFELTER
CORPORATION, a Pennsylvania corporation, and the other Borrowers signatory hereto (collectively, the “Borrowers”),
jointly and severally, hereby promise to pay to the order of _________________ (the “Lender”), the lesser of (i) the
principal sum of ______________________________and ___/100 Dollars (US$____________.__), and (ii) the aggregate unpaid principal
balance of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to Section 2.1.1 of the Fourth Amended and Restated
Credit Agreement, dated as of September 2, 2021, among the Borrowers, the Guarantors now or hereafter party thereto, the Lenders now or
hereafter party thereto, and PNC Bank, National Association, as Administrative Agent (hereinafter referred to in such capacity as the
“Administrative Agent”) (as amended, restated, modified, or supplemented from time to time, the “Credit Agreement”),
payable by 11:00 a.m. on the Expiration Date applicable to the Revolving Credit Commitments. The Borrowers shall pay, together with interest
the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the
Borrowers pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit Agreement, interest
on this [Amended and Restated] Revolving Credit Note (this “Note”) will be payable pursuant to Section 4.3 of, or as
otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due
on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise
provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in connection with
such payment or action.


Upon the occurrence and during the continuation
of an Event of Default and at the Administrative Agent’s discretion or upon written demand by the Required Lenders, the Borrowers
shall pay interest on the entire principal amount of the then outstanding Revolving Credit Loans evidenced by this Note and all other
obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents at a rate per annum as set forth
in Section 3.3 [Interest After Default] of the Credit Agreement. Such interest will accrue before and after any judgment has been entered.


Subject to the provisions of the Credit Agreement,
payments of both principal and interest shall be made without setoff, counterclaim, or other deduction of any nature at the office of
the Administrative Agent located at PNC Firstside Center, 500 First Avenue, 3rd Floor, Pittsburgh, Pennsylvania 15219, Attention: [__],
[__], unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America or, in the case
of any Revolving Credit Loans made in an Optional Currency, in the applicable Optional Currency, in each case in immediately available
funds.


    	 	Exhibit 1.1(R)	 



     


    

This Note is one of the Notes referred to in,
and is subject to the provisions (including, but not limited to, the limitations set forth in Section 10.18 of the Credit Agreement if
applicable), and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties,
covenants, conditions, security interests, and Liens contained or granted therein. The Credit Agreement among other things contains provisions
for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances,
on account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as expressly set forth in the
Credit Agreement, the Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this Note and the Credit Agreement.


This Note shall bind the Borrowers and their
respective successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All
references herein to the “Borrowers” and the “Lender” shall be deemed to apply to the Borrowers
and the Lender, respectively, and their respective successors and assigns as permitted under the Credit Agreement.


This Note and any other documents delivered
in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed
and enforced in accordance with the laws of the State of New York.


All capitalized terms used herein shall, unless
otherwise defined herein, have the same meanings given to such terms in the Credit Agreement and Section 1.2 of the Credit Agreement shall
apply to this Note.


[This Note amends and restates that certain
Revolving Credit Note, dated March 12, 2015, in the original principal amount of $[__] payable to the order of the Lender (the “Existing
Note”). ]


[SIGNATURE PAGES FOLLOW]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 1.1(R)	 



     


    

[SIGNATURE
PAGE - [AMENDED AND RESTATED] REVOLVING CREDIT NOTE]


IN WITNESS WHEREOF, the parties hereto, by their
officers thereunto duly authorized, have entered into this Note as of the day and year first above written.


 


	 	
    GLATFELTER CORPORATION

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    PHG TEA LEAVES, INC.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    MOLLANVICK, INC.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER GERNSBACH GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER FALKENHAGEN GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 



 


 


    	 	Exhibit 1.1(R)	 



     


    

	 	
    GLATFELTER GATINEAU LTÉE

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER LUXEMBOURG SÀRL, LTD.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER LYDNEY, LTD.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER CAERPHILLY, LTD.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER COMPOSITE FIBERS NA, INC.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER DRESDEN GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 



 


 


    	 	Exhibit 1.1(R)	 



     


    

	 	
    GLATFELTER OBER-SCHMITTEN GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER STEINFURT GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER MALTA LIMITED

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER LUXEMBOURG SERVICES SÀRL

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER DIGITAL SOLUTIONS, LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER HOLDINGS, LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 



 


 


    	 	Exhibit 1.1(R)	 



     


    

	 	
    GLATFELTER MT. HOLLY LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER ADVANCED MATERIALS N.A., LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 


 


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 1.1(R)	 



     


    

EXHIBIT
1.1(S)


FORM
OF

AMENDED AND RESTATED SWING LOAN NOTE


	$30,000,000.00	_____________, _______


FOR VALUE RECEIVED, the undersigned, GLATFELTER
CORPORATION, a Pennsylvania corporation, and the other Borrowers signatory hereto (collectively, the “Borrowers”),
jointly and severally, hereby unconditionally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Lender”),
the lesser of (i) the principal sum of THIRTY MILLION and 00/100 DOLLARS (US$30,000,000.00), and (ii) the aggregate unpaid principal
balance of all Swing Loans made by the Lender to the Borrowers pursuant to Section 2.5.2 of the Fourth Amended and Restated Credit Agreement,
dated as of September 2, 2021, among the Borrowers, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party
thereto, and the Lender, as administrative agent (hereinafter referred to in such capacity as the “Administrative Agent”)
(as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), payable with
respect to each Swing Loan evidenced hereby on the earlier of (i) demand by the Lender or (ii) by 11:00 a.m. Pittsburgh time
on the Expiration Date applicable to the Revolving Credit Commitments, or at such other time specified in the Credit Agreement.


The Borrowers shall pay interest on the unpaid
principal balance of each Swing Loan from time to time outstanding hereunder from the date hereof at the rate per annum and on the date(s)
provided in the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Amended and Restated Swing Loan
Note (this “Note”) will be payable pursuant to Section 4.3 of, or as otherwise provided in, the Credit Agreement. If
any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment
or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension
of time shall be included in computing interest or fees, if any, in connection with such payment or action. Upon the occurrence and during
the continuation of an Event of Default and at the Administrative Agent’s discretion or upon written demand by the Required Lenders,
the Borrowers shall pay interest on the entire principal amount of the then outstanding Swing Loans evidenced by this Note at a rate per
annum as set forth in Section 3.3 of the Credit Agreement. Such interest will accrue before and after any judgment has been entered.


Subject to the provisions of the Credit Agreement,
payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the
Administrative Agent located at PNC Firstside Center, 500 First Avenue, 3rd Floor, Pittsburgh, Pennsylvania 15219, Attention: [__], [__],
unless otherwise directed in writing by the holder hereof, in lawful money of the United States of America in immediately available funds.


This Note is one of the Notes referred to in,
and is subject to the provisions (including, but not limited to, the limitations set forth in Section 10.18 of the Credit Agreement if
applicable), and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties,
covenants or conditions contained or granted therein.


    	 	Exhibit 1.1(S) 	 



     


    

The Credit Agreement among other things contains
provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances,
on demand or otherwise, on account of principal hereof prior to maturity upon the terms and conditions therein specified. All capitalized
terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement and Section
1.2 of the Credit Agreement shall apply to this Note. Except as expressly set forth in the Credit Agreement, the Borrowers waive presentment,
demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement
of this Note and the Credit Agreement.


The Borrowers acknowledge and agree that the
Lender may at any time and in its sole discretion demand payment of all amounts outstanding under this Note without prior notice to the
Borrowers.


This Note shall bind the Borrowers and their
respective successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All
references herein to the “Borrowers” and the “Lender” shall be deemed to apply to the Borrowers
and the Lender, respectively, and their respective successors and assigns as permitted under the Credit Agreement.


This Note and any other documents delivered
in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed
and enforced in accordance with the laws of the State of New York.


The Borrowers acknowledge and agree that a telecopy
transmission to Administrative Agent or any Lender of signature pages hereof purporting to be signed on behalf of Borrowers shall constitute
effective and binding execution and delivery hereof by Borrowers.


This Note amends and restates that certain Swing
Loan Note, dated March 12, 2015, in the original principal amount of $30,000,000 payable to the order of the Lender (the “Existing
Note”).


[SIGNATURE PAGES FOLLOW]


 


 


 


 


 


 


 


 


    	 	Exhibit 1.1(S) 	 



     


    

[SIGNATURE
PAGE - AMENDED AND RESTATED SWING LOAN NOTE]


IN WITNESS WHEREOF, the parties hereto, by their
officers thereunto duly authorized, have entered into this Note as of the day and year first above written.


 


	 	
    GLATFELTER CORPORATION

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    PHG TEA LEAVES, INC.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    MOLLANVICK, INC.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER GERNSBACH GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 


 


 


    	 	Exhibit 1.1(S) 	 



     


    

	 	
    GLATFELTER FALKENHAGEN GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER GATINEAU LTÉE

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	
    GLATFELTER LUXEMBOURG SÀRL, LTD.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER LYDNEY, LTD.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER CAERPHILLY, LTD.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER COMPOSITE FIBERS NA, INC.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER DRESDEN GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 



 


 


    	 	Exhibit 1.1(S) 	 



     


    

	 	
    GLATFELTER OBER-SCHMITTEN GMBH

     

	 	By:	   
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER STEINFURT GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER MALTA LIMITED

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER LUXEMBOURG SERVICES SÀRL

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER DIGITAL SOLUTIONS, LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER HOLDINGS, LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 



 


 


    	 	Exhibit 1.1(S) 	 



     


    

	 	
    GLATFELTER MT. HOLLY LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER ADVANCED MATERIALS N.A., LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 


 


 


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 1.1(S) 	 



     


    

EXHIBIT
1.1(T)


FORM
OF

Term Loan NOTE


	€______________	____________, ______


FOR VALUE RECEIVED, the undersigned, GLATFELTER
CORPORATION, a Pennsylvania corporation, and the other Borrowers signatory hereto (collectively, the “Borrowers”),
jointly and severally, hereby promise to pay to the order ___________________ (the “Lender”), the principal sum of
_____________________________________and ___/100 Euros (€____________.__), pursuant to Section 2.14 of the Fourth Amended and Restated
Credit Agreement, dated as of September 2, 2021, among the Borrowers, the Guarantors now or hereafter party thereto, the Lenders now or
hereafter party thereto, and PNC Bank, National Association, as Administrative Agent (hereinafter referred to in such capacity as the
“Administrative Agent”) (as amended, restated, modified, or supplemented from time to time, the “Credit Agreement”),
payable by 11:00 a.m. on the Expiration Date applicable to the Term Loans. The Borrowers shall pay, together with interest the unpaid
principal balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrowers
pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Term
Loan Note (this “Note”) will be payable pursuant to Section 4.3 of, or as otherwise provided in, the Credit Agreement.
If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such
payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such
extension of time shall be included in computing interest or fees, if any, in connection with such payment or action.


Upon the occurrence and during the continuation
of an Event of Default and at the Administrative Agent’s discretion or upon written demand by the Required Lenders, the Borrowers
shall pay interest on the unpaid principal balance hereof at a rate per annum as set forth in Section 3.3 [Interest After Default] of
the Credit Agreement. Such interest will accrue before and after any judgment has been entered.


Subject to the provisions of the Credit Agreement,
payments of both principal and interest shall be made without setoff, counterclaim, or other deduction of any nature at the office of
the Administrative Agent located at PNC Firstside Center, 500 First Avenue, 3rd Floor, Pittsburgh, Pennsylvania 15219, Attention: [__],
[__], unless otherwise directed in writing by the Administrative Agent, in Euros.


This Note is one of the Notes referred to in,
and is subject to the provisions (including, but not limited to, the limitations set forth in Section 10.18 of the Credit Agreement if
applicable), and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties,
covenants, conditions, security interests, and Liens contained or granted therein. The Credit Agreement among other things contains provisions
for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances,
on account of principal hereof prior to maturity upon the terms and conditions therein specified. Except as expressly set forth in the
Credit Agreement, the Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this Note and the Credit Agreement.


    	 	Exhibit 1.1(T) 	 



     


    

This Note shall bind the Borrowers and their
respective successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All
references herein to the “Borrowers” and the “Lender” shall be deemed to apply to the Borrowers
and the Lender, respectively, and their respective successors and assigns as permitted under the Credit Agreement.


This Note and any other documents delivered
in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed
and enforced in accordance with the laws of the State of New York.


All capitalized terms used herein shall, unless
otherwise defined herein, have the same meanings given to such terms in the Credit Agreement and Section 1.2 of the Credit Agreement shall
apply to this Note.


[SIGNATURE PAGES FOLLOW]


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 1.1(T) 	 



     


    

[SIGNATURE
PAGE - term loan NOTE]


IN WITNESS WHEREOF, the parties hereto, by their
officers thereunto duly authorized, have entered into this Note as of the day and year first above written.


 


 


	 	
    GLATFELTER CORPORATION

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    PHG TEA LEAVES, INC.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    MOLLANVICK, INC.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER GERNSBACH GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER FALKENHAGEN GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 



 


 


    	 	Exhibit 1.1(T) 	 



     


    

	 	
    GLATFELTER GATINEAU LTÉE

     

	 	By:	   
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER LUXEMBOURG SÀRL, LTD.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER LYDNEY, LTD.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER CAERPHILLY, LTD.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER COMPOSITE FIBERS NA, INC.

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER DRESDEN GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 



 


 


    	 		 



     


    

	 	
    GLATFELTER OBER-SCHMITTEN GMBH

     

	 	By:	     
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER STEINFURT GMBH

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER MALTA LIMITED

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER LUXEMBOURG SERVICES SÀRL

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER DIGITAL SOLUTIONS, LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER HOLDINGS, LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 



 


    	 		 



     


    

	 	
    GLATFELTER MT. HOLLY LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	
    GLATFELTER ADVANCED MATERIALS N.A., LLC

     

	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 


 


 


 


 


 


 


 


 


 


 


 


 


    	 		 



     


    

EXHIBIT 1.6


Security Principles


 


These Security Principles address the manner in which security will be
provided by the Pledgors pursuant to the Agreement.


 


The Pledgors shall grant a security interest in the following property,
wherever located, now owned or hereafter acquired (collectively, the “Collateral”):


		(i)	valid and perfected first-priority (subject to Permitted Liens) security interests in, and mortgages on,
substantially all tangible and intangible assets of the Pledgors (including, subject to the following paragraph, accounts receivables,
inventory, equipment, investment property, intellectual property, other general intangibles and fee-owned real property (other than timberland
properties) with a fair market value greater than $10,000,000);



		(ii)	a valid and perfected first-priority (subject to Permitted Liens) pledge in the equity interests of each
present and future, direct or indirect wholly-owned Subsidiary of the Company held by a Pledgor (which pledge, in the case of capital
stock of any non-U.S. organized Subsidiary of the Company or any U.S. organized Subsidiary of the Company which owns no material assets
other than capital stock or indebtedness of one or more “controlled foreign corporations” within the meaning of section 956
and 957 of the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder (a “CFC”)
or another such Subsidiary (any such Subsidiary, a “FSHCO”), shall be limited to 65% of the voting capital stock and
100% of the non-voting capital stock of such non-U.S. organized subsidiary or FSHCO), subject in each case to any applicable prohibitions
and limitations provided by law or regulation; and



		(iii)	all proceeds and products of the property and assets described in clauses (i) and (ii) above,



in each case, subject to the last two paragraphs
of these Security Principles.


Notwithstanding anything to the contrary, the Collateral shall exclude
the following: (i) motor vehicles and other assets subject to certificates of title; (ii) pledges and security interests (including in
respect of interests in partnerships, joint ventures and other non-wholly-owned entities) to the extent prohibited by law or prohibited
by agreements or organizational documents containing anti-assignment clauses not overridden by the Uniform Commercial Code or other applicable
law; (iii) any timberland property, any leased real property and any owned real property with a fair market value of less than $10,000,000
(with any required mortgages on properties with a value greater than such amount being permitted to be delivered within 180 days); (iv)
intent-to-use trademark or service mark applications prior to the filing of a “Statement of Use” or “Amendment to Allege
Use” with respect thereto, to the extent, if any, that, and solely during any such period in which, the grant of a security interest
therein would impair the validity or enforceability thereof under applicable federal law; 



    	 	Exhibit 1.6	 



     


    

(v) equity interests in any Person other than
wholly-owned Subsidiaries of the Company to the extent not permitted by the terms of such Subsidiary’s organizational or joint venture
documents as in effect on the Project Jupiter Closing Date or the date the applicable Person becomes a direct or indirect Subsidiary of
the Company and not created or entered into in contemplation of the Project Jupiter Acquisition; (vi) any lease, license or other agreement
or any property subject to a purchase money security interest, capital lease obligation or similar arrangements, in each case, to the
extent permitted under the Agreement to the extent that a grant of a security interest therein would violate or invalidate such lease,
license or agreement, purchase money, capital lease or a similar arrangement or create a right of termination in favor of any other unaffiliated
third party thereto after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable
law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding
such prohibition; (vii) security interests to the extent the same would result in an investment in “United States property”
by a CFC or in materially adverse tax consequences, in each case, as reasonably determined by the Company, in consultation with the Administrative
Agent and the Collateral Agent, (viii) any property and assets the pledge of which would require governmental consent, approval, license
or authorization which has not been obtained (with no obligation to pursue such consent, approval, license or authorization), after giving
effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (ix) any governmental licenses
or state or local franchises, charters and authorizations which are not permitted to be pledged under applicable law, after giving effect
to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (x) any interest (whether leasehold,
freehold or otherwise) in any real property located (to the extent additional insurance which is not otherwise taken out in the ordinary
course of business of the relevant subsidiary is required in connection with providing such Collateral) in a flood zone; provided
that the Collateral shall not include any interest in any real property located in a flood zone unless the Administrative Agent shall
have received written confirmation from each Lender that flood insurance due diligence and flood insurance compliance have been completed
by such Lender and (xi) those assets as to which the Administrative Agent, the Collateral Agent and the Company agree that the costs of
obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders or to providers of Lender
Provided Hedges and Other Lender-Provided Financial Service Products, as applicable, of the security to be afforded thereby.


In addition, (a) no perfection actions (beyond the filing of a financing
statement under the Uniform Commercial Code) shall be required with respect to (A) commercial tort claims not exceeding $5,000,000, (B)
motor vehicles and other assets subject to certificates of title and (C) letter of credit rights, except to the extent constituting a
supporting obligation for other Collateral as to which perfection is accomplished by the filing of a Uniform Commercial Code financing
statement or equivalent (it being understood that no actions shall be required to perfect a security interest in letter of credit rights,
other than the filing of a Uniform Commercial Code financing statement or equivalent), (b) promissory notes to the extent evidencing debt
for borrowed money in a principal amount (individually) of less than $5,000,000 shall not be required to be delivered, (c) share certificates
of immaterial subsidiaries and non-subsidiaries shall not be required to be delivered, (d) the Pledgors shall not be required, nor shall
the Administrative Agent or the Collateral Agent be authorized to enter into any (i) deposit account control agreement or securities account
control agreement with respect to any deposit account or securities account or (ii) any bailee waiver, landlord waiver, collateral access
agreements or estoppel letters, and 



    	 	Exhibit 1.6	 



     


    

(e) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall
be required to be taken to create any security interests in assets located or titled outside of the U.S. or to perfect or make enforceable
any security interests in any such assets (it being understood that there shall be no security agreements or pledge agreements governed
under the laws of any non U.S. jurisdiction).


 


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 1.6	 



     


    

EXHIBIT
2.4


FORM
OF

LOAN REQUEST


Date: ______________


		TO:	PNC Bank, National Association, as Administrative Agent



PNC Firstside Center - 3rd Floor


500 First Avenue


Pittsburgh, Pennsylvania 15219


Telephone No.: (412) 762-0423


Telecopier No.: (412) 705-2400


Attention: [__]


 


		FROM:	__________________________



 


		RE:	Fourth Amended and Restated Credit Agreement (as amended by the First Amendment to Third Amended and Restated Credit Agreement, dated
as of September 25, 2019, the Second Amendment to Third Amended and Restated Credit Agreement, dated as of November 24, 2020, the Third
Amendment to Third Amended and Restated Credit Agreement, dated as of August 11, 2021 and as amended and restated by the Fourth Restatement
Agreement, dated as of September 2, 2021) and as it may be further amended, restated, modified or supplemented, the “Agreement”),
dated as of September 2, 2021, by and among Glatfelter Corporation, the other Borrowers party thereto (collectively, “Borrowers”),
the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent for the Lenders (the
“Administrative Agent”)



 


Capitalized terms not otherwise defined herein
shall have the respective meanings ascribed to them by the Agreement.


A.       Pursuant
to Section [2.4.1][2.4.2][3.2] of the Agreement, the undersigned [Borrower] [Borrower Agent] irrevocably requests [check one line under
1(a) below and fill in blank space next to the line as appropriate]:


1.(a) A new Revolving Credit Loan OR


A new Swing Loan OR


A new Term Loan OR


Renewal of the Euro-Rate Option applicable to
an outstanding Revolving Credit Loan, originally made on __________ __, ____ OR


    	 	Exhibit 2.4	 



     


    

Renewal of the EURIBOR Rate Option applicable
to an outstanding Revolving Credit Loan, originally made on __________ __, ____ OR


 


Renewal of the EURIBOR Rate Option applicable
to an outstanding Term Loan, originally made on __________ __, ____ OR


Conversion of the Base Rate Option applicable
to an outstanding Revolving Credit Loan, originally made on _____________ to a Revolving Credit Loan to which the Euro-Rate Option applies,
OR


Conversion of the Base Rate Option applicable
to an outstanding Revolving Credit Loan, originally made on _____________ to a Revolving Credit Loan to which the Base Rate Option applies,
OR


Conversion of the EURIBOR Rate Option applicable
to an outstanding Revolving Credit Loan, originally made on _____________ to a Revolving Credit Loan to which the Euro-Rate Option applies,
OR


Conversion of the Euro Rate Option applicable
to an outstanding Revolving Credit Loan, originally made on _____________ to a Revolving Credit Loan to which the EURIBOR Rate Option
applies, OR


Conversion of the EURIBOR Rate Option applicable
to an outstanding Revolving Credit Loan, originally made on _____________ to a Revolving Credit Loan to which the Euro-Rate Option applies,
OR


SUCH NEW, RENEWED OR CONVERTED LOAN SHALL BEAR
INTEREST:


[Check one line under 1(b) below and fill
in blank spaces in line next to line]:


1.(b)(i)Under the Base Rate Option. Such
Loan shall have a Borrowing Date of __________, ___ (which date shall be (i) the Business Day of receipt by the Administrative Agent
by 11:00 a.m. Pittsburgh time of this Loan Request for making a new Revolving Credit Loan to which the Base Rate Option applies, or (ii) the
last day of the preceding Interest Period under the Euro-Rate Option if a Loan to which the Euro-Rate Option applies is being converted
to a Loan to which the Base Rate Option applies).


OR


(ii)       Under
the Euro-Rate Option. Such Loan shall have a Borrowing Date of _____________ (which date shall be (i) three (3) Business Days subsequent
to the Business Day of receipt by the Administrative Agent by 11:00 a.m. Pittsburgh time of this Loan Request for making a new Revolving
Credit Loan in Dollars to which the Euro-Rate Option applies, renewing a Revolving Credit Loan in Dollars to which the Euro-Rate Option
applies, or converting a Revolving Credit Loan to which the Base Rate Option applies to a Loan to which the Euro-Rate Option applies,
(ii) four (4) Business Days subsequent to the Business Day of receipt by the Administrative Agent by 11:00 a.m. Pittsburgh time of
this Loan Request for making a new Revolving Credit Loan in an Optional Currency, or renewing a Revolving Credit Loan in an Optional Currency,
(iii) four (4) Business Days subsequent to the Business Day of receipt by the Administrative Agent by 11:00 a.m. Pittsburgh time
of this Loan Request for making a new Term Loan or renewing or converting the Interest Rate Option applicable to an existing Term Loan,
or (iv) one (1) Business Day subsequent to the last day of the preceding Interest Period if a Loan to which the Euro-Rate Option
applies is being convert to a Loan to which the Base Rate Option applies).


    	 	Exhibit 2.4	 



     


    

OR


(iii) Under the EURIBOR Rate Option. Such Loan
shall have a Borrowing Date of _____________ (which date shall be (i) four (4) Business Days subsequent to the Business Day of receipt
by the Administrative Agent by 11:00 a.m. Pittsburgh time of this Loan Request for making a new Revolving Credit Loan in Euros, or renewing
a Revolving Credit Loan in Euros, (ii) four (4) Business Days subsequent to the Business Day of receipt by the Administrative Agent by
11:00 a.m. Pittsburgh time of this Loan Request for making a new Term Loan or renewing or converting the Interest Rate Option applicable
to an existing Term Loan, or (iii) one (1) Business Day subsequent to the last day of the preceding Interest Period if a Loan to which
the EURIBOR Rate Option applies is being convert to a Loan to which the Base Rate Option or Euro-Rate Option applies).


[Check one line under 2 below and fill in blank spaces in the
line checked]


2.       (a)
_____ Such Loan is in [Dollars/Euros] and in the principal amount of $/€_____________ or the principal amount to be renewed or converted
is $/€_____________


OR


(b) _____ Such Revolving Credit Loan is in _____________
[identify Optional Currency] and in the principal amount of ________________________, or the principal amount of such Optional
Currency to be renewed is _____________________.


[(1) Revolving Credit Loans under Section 2.4.1
not to be less than $2,000,000.00 and in increments of $100,000.00 if in excess thereof for each Borrowing Tranche to which the Euro-Rate
Option or EURIBOR Rate Option applies and not less than the lesser of $2,000,000.00 or the maximum amount available for each Borrowing
Tranche to which the Base Rate Option applies. (2) Term Loans under Section 2.4.1 shall be in integral multiples of €100,000.00 and
not less than €2,000,000.00 for each Borrowing Tranche of Term Loans.]


3.       [Complete
blank below if the Borrower is selecting the Euro-Rate Option or the EURIBOR Rate Option]: Such Loan shall have an Interest Period
of [one, two, three, or six] Month(s).


4.       [Complete
blank below if the Borrower is selecting a Loan in Optional Currency]: Such Revolving Credit Loan shall have an Interest Period of
[one or two] Month(s).


    	 	Exhibit 2.4	 



     


    

5.[If a new Loan]


The proceeds of the Loan shall
be advanced to the following Borrower(s):


B.       As
of the date hereof and the date of making of the above-requested Loan (and after giving effect thereto): all of Borrowers’ representations
and warranties therein are true and correct in all material respects (except representations and warranties which expressly relate solely
to an earlier date or time, which representations and warranties were true and correct in all material respects on and as of the specific
dates or times referred to therein)91; no Event of Default or Potential Default has occurred and is continuing or shall exist2;
the making of any Revolving Credit Loan shall not cause the aggregate Dollar Equivalent amount of Revolving Credit Loans, plus Swing Loans
plus the Dollar Equivalent amount of Letters of Credit Obligations to exceed the aggregate Revolving Credit Commitments; and the making
of any Term Loan shall not cause the aggregate amount of Term Loans to exceed the Term Loan Commitment.


C.       The
undersigned hereby irrevocably requests [check one line under paragraph 1 below and fill in blank space next to the line as appropriate]:


1.       ______
Funds to be deposited into PNC bank account per our current standing instructions. Complete amount of deposit if not full loan advance
amount: $/€ _________.


______ Funds to be wired per the following wire
instructions:


$/€____________________ Amount of Wire
Transfer


Bank Name: _________________________________


ABA: ______________________________________


Account Number: _____________________________


Account Name: _______________________________


Reference: ___________________________________


______ Funds to be wired per the attached Funds
Flow (multiple wire transfers)


[SIGNATURE PAGE FOLLOWS]


 


 


_______________________


1  In
the case of increased Commitments or related Loans that are to be used to fund a Limited Condition Acquisition, such representations and
warranties shall be limited to the Specified Representations.


2  In
the case of any increased Commitments or related Loans that are to be used to fund a Limited Condition Acquisition, such condition shall
be limited to the absence of any Event of Default under Section 8.1.1, Section 8.1.15 or Section 8.1.16.


 


    	 	Exhibit 2.4	 



     


    

[SIGNATURE
PAGE - LOAN REQUEST]


 


The undersigned certifies to the Administrative
Agent as to the accuracy of the foregoing.


Date: ____________________, 20___.


 


	 	[NAME OF BORROWER]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 2.4	 



     


    

EXHIBIT 4.7.7(A)


[FORM OF]


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


Reference is hereby made to the Fourth Amended
and Restated Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among [ ], and each lender from time to time party thereto.


Pursuant to the provisions of Section 4.7 of
the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well
as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B)
of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.


The undersigned has furnished the Administrative
Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative
Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to
the undersigned, or in either of the two calendar years preceding such payments.


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


	[NAME OF LENDER]
	 
	By:	 
	Name:	 
	Title:	 
	 	 


 


Date: ________ __, 20[ ]


 


 


 


 


    	 	Exhibit 4.7.7(A)	 



     


    

EXHIBIT 4.7.7(B)


[FORM OF]


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


Reference is hereby made to the Fourth Amended
and Restated Credit Agreement dated as of [  ] (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among [ ], and each lender from time to time party thereto.


Pursuant to the provisions of Section 4.7 of
the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in
respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it
is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


The undersigned has furnished its participating
Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned
agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in
writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments.


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


	[NAME OF PARTICIPANT]
	 
	By:	 
	Name:	 
	Title:	 
	 	 


 


 


 


Date: ________ __, 20[  ]


 


 


 


    	 	Exhibit 4.7.7(B)	 



     


    

EXHIBIT 4.7.7(C)


[FORM OF]


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


Reference is hereby made to the Fourth Amended
and Restated Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among [  ], and each lender from time to time party thereto.


Pursuant to the provisions of Section 4.7 of
the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which
it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation,
(iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending
credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning
of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related
to the Borrower as described in Section 881(c)(3)(C) of the Code.


The undersigned has furnished its participating
Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio
interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E
from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


	[NAME OF PARTICIPANT]
	 
	By:	 
	Name:	 
	Title:	 
	 	 


 


Date: ________ __, 20[  ]


 


 


    	 	Exhibit 4.7.7(C)	 



     


    

EXHIBIT 4.7.7(D)


[FORM OF]


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)


Reference is hereby made to the Fourth Amended
and Restated Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among [ ], and each lender from time to time party thereto.


Pursuant to the provisions of Section 4.7 of
the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s)
evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the
sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit
pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


The undersigned has furnished the Administrative
Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming
the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN
or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower
and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment
is to be made to the undersigned, or in either of the two calendar years preceding such payments.


    	 	Exhibit 4.7.7(D)	 



     


    

Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


	[NAME OF PARTICIPANT]
	 
	By:	 
	Name:	 
	Title:	 
	 	 


 


 


Date: ________ __, 20[  ]


 


 


 


 


 


 


    	 	Exhibit 4.7.7(D)	 



     


    

EXHIBIT
7.2.6


form

ACQUISITION COMPLIANCE CERTIFICATE


In accordance with the provisions of Section
7.2.6 of the Fourth Amended and Restated Credit Agreement dated as of September 2, 2021, as amended, restated and otherwise modified through
the date hereof (the “Credit Agreement”), by and among Glatfelter Corporation (the “Company”), the
other Borrowers party thereto (together with the Company, the “Borrowers”), PNC Bank, National Association, as Administrative
Agent (the “Administrative Agent”), and the other parties thereto from time to time, I, _________________________,
the ____________________ and authorized officer of the Company, on behalf of all of the Borrowers, do hereby certify (not in such officer’s
individual capacity) to the Administrative Agent and Lenders as follows:


1.       Borrowers
desire that ___________________ [list Loan Party that will be making the Acquisition] (the “Acquiring Company”) [acquire
the assets/acquire the stock] [by purchase/by merger] of ____________________________ [insert name of entity or business division whose
assets are being acquired or the entity whose equity interests are being acquired] (the “Acquired Business”) from ______________
[identify the name(s) of the seller(s) of such assets or equity interests] (the “Seller”) (the “Acquisition”).


2.       The
proposed date of Acquisition is _________________ (which date shall be at least five (5) Business Days after the date of this Certificate,
the “Acquisition Date”).


3.       The
Acquired Business is engaged in ____________________ [describe business being acquired].


4.       The
board of directors or other equivalent governing body of the Seller has approved (to the extent required) of the Acquisition and evidence
of such approval is attached hereto.


5.       The
Loan Parties [are/are not] using any portion of the Loans to fund the Acquisition. [[If Loans are being used to fund the Acquisition,
insert the following:] The board of directors or other equivalent governing body of the applicable Loan Party has approved of the acquisition
and evidence of such approval is attached hereto.]


6.       (i) With
respect to any Permitted Acquisition that is not a Limited Condition Acquisition, no Potential Default or Event of Default shall exist
immediately prior to and after giving effect to such Permitted Acquisition, and (ii) with respect to any Limited Condition Acquisition,
as of the date the Limited Condition Acquisition Agreement is executed, no Potential Default or Event of Default is in existence or would
occur after giving effect to such acquisition, and as of the date of consummation of such Limited Condition Acquisition, no Event of Default
described in Sections 8.1.1, 8.1.15 or 8.1.16 shall have occurred and be continuing.


    	 	Exhibit 7.2.6	 



     


    

7.       After
giving effect to the Acquisition, on a pro forma basis, the Borrowers will continue to be in compliance with the financial covenants set
forth in Section 7.2 of the Credit Agreement as more fully set forth below and on Annex 1 hereto1:


	 	Actual
	Leverage Ratio	 
	ratio of Consolidated Total Net Debt	 
	divided by	 
	Consolidated Adjusted EBITDA	 
	 	 
	Leverage	 
	Ratio_______	 
	not more than [__] to 1.002	 
	 	 
	Interest Coverage Ratio	 
	ratio of Consolidated Adjusted EBITDA	 
	divided by	 
	consolidated interest expense 	 
	 	 
	Interest Coverage	 
	Ratio	 
	not less than 3.50 to 1.003	 
	 	 


Attached hereto as Annex 1 are calculations
supporting the figures reported above.


Any capitalized terms which are used in this
Certificate and which are not defined herein, but which are defined in the above-described Credit Agreement, shall have the meanings given
to those terms in the Credit Agreement.


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


______________________


1   In
the case of any Limited Condition Acquisition, the then applicable covenant levels as set forth in Sections 7.2.15 and 7.2.16 may, at
the election of the Borrowers, be calculated as of the date the Limited Condition Acquisition Agreement is entered into, as if the acquisition
and other pro forma events in connection therewith were consummated on such date.


2   Refer to Section 7.2.15 of Credit Agreement to determine applicable maximum ratio.


3   Refer
to Section 7.2.16 of Credit Agreement.


 


    	 	Exhibit 7.2.6	 



     


    

[SIGNATURE
PAGE TO ACQUISITION COMPLIANCE CERTIFICATE]


IN WITNESS WHEREOF, I have executed this Certificate
the _____ day of _______________, 20___.


	 	By:	____________________________________

______________________________ of the Company, on behalf of all the Borrowers




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 7.2.6	 



     


    

ANNEX
1


Financial Covenants


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


    	 	Annex 1 - 1	 



     


    

EXHIBIT
7.3.3


form
of

QUARTERLY COMPLIANCE CERTIFICATE


In accordance with the provisions of Section
7.3.3 of the Fourth Amended and Restated Credit Agreement dated as of September 2, 2021, as amended, restated and otherwise modified through
the date hereof (the “Credit Agreement”), by and among Glatfelter Corporation (the “Company”), the
other Borrowers party thereto (together with the Company, the “Borrowers”), PNC Bank, National Association, as Administrative
Agent (the “Administrative Agent”), and the other parties thereto from time to time, I, _________________________________________,
the ____________________ and authorized officer of the Company, on behalf of all of the Borrowers, do hereby certify (not in such officer’s
individual capacity) to the Administrative Agent and Lenders as follows:


1.       The
representations and warranties made by the Loan Parties contained in Section 5 of the Credit Agreement and in the other Loan Documents
are true in all material respects with the same effect as though such representations and warranties are made on and as of this date (except
representations and warranties which expressly relate solely to an earlier date or time);


2.       No
Event of Default or Potential Default exists and is continuing as of the date hereof; and


3.       The
Company, on a consolidated basis, is in compliance with the financial covenants set forth in Section 7.2 of the Credit Agreement as more
fully set forth below and on Annex 1 hereto:


	 	Actual
	Leverage Ratio	 
	ratio of Consolidated Total Net Debt	 
	divided by	 
	Consolidated Adjusted EBITDA	 
	 	 
	Leverage	 
	Ratio_______	 
	not more than [__] to 1.008	 
	 	 
	Interest Coverage Ratio	 
	ratio of Consolidated Adjusted EBITDA	 
	divided by	 
	consolidated interest expense 	 
	 	 


 


________________


8  Refer to Section
7.2.15 of Credit Agreement to determine applicable maximum ratio.


 


 


    	 	Exhibit 7.3.3	 



     


    

	 	Actual
	 	 
	Interest Coverage	 
	Ratio	 
	not less than 3.50 to 1.009	 
	 	 


 


Attached hereto as Annex 1 are calculations
supporting the figures reported above.


Any capitalized terms which are used in this
Certificate and which are not defined herein, but which are defined in the above-described Credit Agreement, shall have the meanings given
to those terms in the Credit Agreement.


 


 


 


 


 


 


 


 


 


 


 


 


________________


9  Refer to Section
7.2.16 of Credit Agreement.


 


    	 	Exhibit 7.3.3	 



     


    

[SIGNATURE
PAGE TO QUARTERLY COMPLIANCE CERTIFICATE]


 


IN WITNESS WHEREOF, I have executed this Certificate
the _____ day of _______________, 20____.


	 	By:	____________________________________

______________________________ of the Company, on behalf of all the Borrowers


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


    	 	Exhibit 7.3.3	 



     


    

ANNEX
1


Financial Covenants