creditagreement2ndamende







EXECUTION VERSION         DMSLIBRARY01:26808156.18             SECOND AMENDED AND RESTATED CREDIT AGREEMENT   dated as of   October 28, 2015   among   SCHWEITZER-MAUDUIT INTERNATIONAL, INC.,   SWM HOLDCO 1    and   SWM LUXEMBOURG,   as Borrowers   THE LENDERS PARTY HERETO,   JPMORGAN CHASE BANK, N.A.,   as Administrative Agent,   J.P. MORGAN SECURITIES LLC,   FIFTH THIRD BANK,   MERRILL LYNCH PIERCE FENNER & SMITH, INC.,   SUNTRUST ROBINSON HUMPHREY, INC.   and   AGFIRST FARM CREDIT BANK,   as Joint Lead Arrangers and Joint Bookrunners,   a n d    FIFTH THIRD BANK,   MERRILL LYNCH PIERCE FENNER & SMITH, INC.,   SUNTRUST BANK    and   AGFIRST FARM CREDIT BANK,   as Co-Syndication Agents           





 







   i   DMSLIBRARY01:26808156.18   TABLE OF CONTENTS   Page   Article  I.   Definitions    Section 1.01.  Defined Terms ................................................................................................... 2    Section 1.02.  Classification of Loans and Borrowings ......................................................... 34    Section 1.03.  Terms Generally .............................................................................................. 34    Section 1.04.  Accounting Terms; GAAP .............................................................................. 34    Section 1.05.  Currency Equivalents ...................................................................................... 35    Article  II.      The Credits    Section 2.01.  Commitments................................................................................................... 35    Section 2.02.  Loans and Borrowings ..................................................................................... 36    Section 2.03.  Requests for Revolving Borrowings ................................................................ 37    Section 2.04.  Reserved. ......................................................................................................... 38    Section 2.05.  Swingline Loans .............................................................................................. 38    Section 2.06.  Letters of Credit ............................................................................................... 39    Section 2.07.  Funding of Borrowings .................................................................................... 44    Section 2.08.  Interest Elections ............................................................................................. 44    Section 2.09.  Termination, Reduction and Increase of Commitments .................................. 46    Section 2.10.  Repayment of Loans; Evidence of Debt .......................................................... 48    Section 2.11.  Prepayment of Loans ....................................................................................... 50    Section 2.12.  Fees .................................................................................................................. 51    Section 2.13.  Interest ............................................................................................................. 52    Section 2.14.  Alternate Rate of Interest ................................................................................. 53    Section 2.15.  Increased Costs. ............................................................................................... 53    Section 2.16.  Break Funding Payments ................................................................................. 55    Section 2.17.  Payments Free of Taxes ................................................................................... 55    Section 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs ....................... 59    Section 2.19.  Mitigation Obligations; Replacement of Lenders ........................................... 62    Section 2.20.  Defaulting Lenders .......................................................................................... 63    Section 2.21.  Existing Maturity Date .................................................................................... 65    Article  III.      Representations and Warranties    Section 3.01.  Organization; Powers ...................................................................................... 66    Section 3.02.  Authorization; Enforceability .......................................................................... 66    Section 3.03.  Governmental Approvals; No Conflicts .......................................................... 66    Section 3.04.  Financial Condition; No Material Adverse Change. ....................................... 66    Section 3.05.  Properties. ........................................................................................................ 67    Section 3.06.  Litigation and Environmental Matters. ............................................................ 67     





 







   ii   DMSLIBRARY01:26808156.18   Section 3.07.  Compliance with Laws and Agreements ......................................................... 67    Section 3.08.  Investment Company Status ............................................................................ 68    Section 3.09.  Taxes ................................................................................................................ 68    Section 3.10.  ERISA .............................................................................................................. 68    Section 3.11.  Disclosure ........................................................................................................ 68    Section 3.12.  Subsidiaries ...................................................................................................... 68    Section 3.13.  Material Agreements ....................................................................................... 68    Section 3.14.  Labor Relations................................................................................................ 69    Section 3.15.  Solvency .......................................................................................................... 69    Section 3.16.  Insurance .......................................................................................................... 69    Section 3.17.  Regulation U .................................................................................................... 69    Section 3.18.  Common Enterprise ......................................................................................... 69    Section 3.19.  Foreign Borrower ............................................................................................ 69    Section 3.20.  Compliance with Domiciliation Law .............................................................. 70    Section 3.21.  COMI ............................................................................................................... 70    Section 3.22.  Security Interest in Collateral .......................................................................... 70    Section 3.23.  Anti-Corruption Laws and Sanctions .............................................................. 70    Section 3.24.  Status of SWM Luxembourg. .......................................................................... 71    Article  IV.      Conditions    Section 4.01.  Effective Date .................................................................................................. 71    Section 4.02.  Each Credit Event ............................................................................................ 74    Article  V.      Affirmative Covenants    Section 5.01.  Financial Statements and Other Information ................................................... 75    Section 5.02.  Notices of Material Events .............................................................................. 76    Section 5.03.  Existence; Conduct of Business ...................................................................... 76    Section 5.04.  Payment of Obligations ................................................................................... 77    Section 5.05.  Maintenance of Properties; Insurance ............................................................. 77    Section 5.06.  Books and Records; Inspection Rights ............................................................ 77    Section 5.07.  Compliance with Laws .................................................................................... 78    Section 5.08.  Use of Proceeds ............................................................................................... 78    Section 5.09.  Further Assurances; Additional Borrowers. .................................................... 78    Section 5.10.  OFAC............................................................................................................... 80    Section 5.11.  Centre of Main Interest .................................................................................... 80    Section 5.12.  Post Closing Matters ........................................................................................ 80    Article  VI.      Negative Covenants    Section 6.01.  Indebtedness .................................................................................................... 80    Section 6.02.  Liens ................................................................................................................ 81     





 







   iii   DMSLIBRARY01:26808156.18   Section 6.03.  Fundamental Changes; Asset Sales. ................................................................ 83    Section 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions ........................ 85    Section 6.05.  Swap Agreements ............................................................................................ 86    Section 6.06.  Restricted Payments; Stock Purchases. ........................................................... 86    Section 6.07.  Transactions with Affiliates............................................................................. 87    Section 6.08.  Restrictive Agreements .................................................................................... 87    Section 6.09.  Amendment of Material Documents ............................................................... 88    Section 6.10.  Financial Covenants. ....................................................................................... 88    Section 6.11.  Fiscal Year ....................................................................................................... 89    Section 6.12.  Certain Subsidiaries ......................................................................................... 89    Section 6.13.  Use of Proceeds ............................................................................................... 90    Article  VII.      Events of Default    Article  VIII.      The Administrative Agent    Article  IX.      Miscellaneous    Section 9.01.  Notices ............................................................................................................. 95    Section 9.02.  Waivers; Amendments .................................................................................... 97    Section 9.03.  Expenses; Indemnity; Damage Waiver ........................................................... 99    Section 9.04.  Successors and Assigns ................................................................................. 100    Section 9.05.  Survival .......................................................................................................... 105    Section 9.06.  Counterparts; Integration; Effectiveness; Electronic Execution ................... 105    Section 9.07.  Severability .................................................................................................... 106    Section 9.08.  Right of Setoff ............................................................................................... 106    Section 9.09.  Governing Law; Jurisdiction; Consent to Service of Process ....................... 106    Section 9.10.  WAIVER OF JURY TRIAL ......................................................................... 107    Section 9.11.  Headings ........................................................................................................ 107    Section 9.12.  Confidentiality ............................................................................................... 107    Section 9.13.  Material Non-Public Information. ................................................................. 108    Section 9.14.  Interest Rate Limitation ................................................................................. 109    Section 9.15.  USA PATRIOT Act....................................................................................... 109    Section 9.16.  Judgment Currency ........................................................................................ 109    Section 9.17.  Acknowledgements ....................................................................................... 110    Article  X.      Loan Guaranty    Section 10.01.  Guaranty ........................................................................................................ 111    Section 10.02.  Guaranty of Payment ..................................................................................... 112    Section 10.03.  No Discharge or Diminishment of Loan Guaranty ....................................... 112     





 







   iv   DMSLIBRARY01:26808156.18   Section 10.04.  Defenses Waived ........................................................................................... 112    Section 10.05.  Rights of Subrogation .................................................................................... 113    Section 10.06.  Reinstatement; Stay of Acceleration ............................................................. 113    Section 10.07.  Information .................................................................................................... 113    Section 10.08.  Termination ................................................................................................... 113    Section 10.09.  Taxes .............................................................................................................. 114    Section 10.10.  Maximum Liability ........................................................................................ 114    Section 10.11.  Liability Cumulative ...................................................................................... 114    Section 10.12.  Keepwell ........................................................................................................ 114             SCHEDULES:   Schedule 1.01 – Permitted Investments    Schedule 2.01A – Commitments   Schedule 2.01B – Swingline Commitments   Schedule 3.06 -- Disclosed Matters   Schedule 3.12 – Subsidiaries    Schedule 3.13 – Material Agreements    Schedule 3.16 – Insurance    Schedule 3.24 -- IP Activities    Schedule 5.12 -- Post Closing Matters    Schedule 6.02 -- Existing Liens   Schedule 6.08 -- Existing Restrictions   EXHIBITS:   Exhibit A -- Form of Assignment and Assumption   Exhibit B -- [Reserved]   Exhibit C -- Form of Compliance Certificate    Exhibit D-1 -- U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S.   Federal Income Tax Purposes)   Exhibit D-2 -- U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S.   Federal Income Tax Purposes)   Exhibit D-3 -- U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for   U.S. Federal Income Tax Purposes)   Exhibit D-4 -- U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S.   Federal Income Tax Purposes)           





 







   1   DMSLIBRARY01:26808156.18   SECOND AMENDED AND RESTATED CREDIT AGREEMENT   SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of   October 28, 2015 (as it may be amended, restated, modified, extended or supplemented from   time to time, this “Agreement”) by and among SCHWEITZER-MAUDUIT   INTERNATIONAL, INC., a Delaware corporation (“Parent” or “U.S. Borrower”), SWM   HOLDCO 1, a Luxembourg private limited liability company (société à responsabilité   limitée), having its registered office at 17, rue Edmond Reuter, L-5326 Contern, Grand-Duchy   of Luxembourg, registered with the Luxembourg Register of Commerce and Companies   (Registre de Commerce et des Sociétés, Luxembourg) under number B 182.478 and with a   share capital of EUR 9,416,950 (“SWM HOLDCO 1”), SWM LUXEMBOURG, a   Luxembourg private limited liability company (société à responsabilité limitée), having its   registered office at 17, rue Edmond Reuter, L-5326 Contern, Grand-Duchy of Luxembourg,   registered with the Luxembourg Register of Commerce and Companies (Registre de   Commerce et des Sociétés, Luxembourg) under number B 180.186 and with a share capital of   EUR 10,691,750 (“SWM Luxembourg” and, together with U.S. Borrower and SWM Holdco 1,   the “Borrowers” and, individually, each a “Borrower”), the Lenders (as defined below) that   are from time to time a party hereto, JPMORGAN CHASE BANK, N.A., as Administrative   Agent, J.P. MORGAN SECURITIES LLC, FIFTH THIRD BANK, MERRILL LYNCH   PIERCE FENNER & SMITH, INC.,  SUNTRUST ROBINSON HUMPHREY, INC. and   AGFIRST FARM CREDIT BANK., as Joint Lead Arrangers and Joint Bookrunners, and   FIFTH THIRD BANK, MERRILL LYNCH PIERCE FENNER & SMITH, INC., SUNTRUST   BANK and AGFIRST FARM CREDIT BANK, as Co-Syndication Agents.     R E C I T A L S:    WHEREAS, the U.S. Borrower, SWM Luxembourg, the Administrative Agent and the   financial institutions party thereto as lenders previously entered into that certain Amended and   Restated Credit Agreement, dated as of December 11, 2013 (as amended, restated,   supplemented or otherwise modified, the “Original Credit Agreement”), pursuant to which   such lenders agreed to extend certain loans and other financial accommodations to or for the   benefit of the U.S. Borrower and SWM Luxembourg pursuant to the terms and conditions set   forth therein.   WHEREAS, the parties hereto desire to amend and restate the Original Credit Agreement   to, among other things, add SWM Holdco 1 as a Borrower, refinance their existing Loans (as   defined in the Original Credit Agreement) and to increase the Commitment under the Original   Credit Agreement as set forth herein to be used (a) to fund a portion of the Argotec Acquisition   (as defined below), (b) for general corporate purposes of the Borrowers and their Subsidiaries   and (c) to pay expenses relating to the negotiation and documentation of the Argotec Acquisition   and this Agreement.   WHEREAS, in connection with the foregoing, the parties hereto agree that upon   satisfaction of the conditions set forth in Sections 4.01 and 4.02, the Original Credit Agreement   shall be amended and restated in its entirety and superseded by this Agreement; provided,   however, the obligation to repay the Obligations under the Original Credit Agreement shall     





 







   2   DMSLIBRARY01:26808156.18   continue in full force and effect and shall be governed by the terms of this Agreement and   corresponding Loan Documents.   NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual   covenants set forth below, and intending to be legally bound, the parties hereto agree as follows:   AGREEMENT:   ARTICLE  I.   DEFINITIONS   Section 1.01. Defined Terms.  As used in this Agreement, the following terms have the   meanings specified below:   “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,   or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the   Alternate Base Rate.   “Acquisition Expenses” means fees, costs and expenses related to the Argotec   Acquisition or any other Permitted Acquisition.    “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest   Period (or, as applicable, for the purpose of determining the Alternate Base Rate for any day by   reference to a one month Interest Period), an interest rate per annum (rounded upwards, if   necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied   by (b) with respect to Loans denominated in U.S. Dollars, the Statutory Reserve Rate.   “Administrative Agent” means JPMorgan Chase Bank, N.A. in its capacity as   administrative agent for the Lenders hereunder, and its successors and assigns in such capacity.   “Administrative Questionnaire” means an Administrative Questionnaire in a form   supplied by the Administrative Agent.    “Adverse Tax Ruling” means a final ruling by the Supreme Court of Brazil against the   taxpayer, SWM Brazil, and in favor of the applicable tax authorities regarding either one or both   of the two assessments by the tax authorities of the State of Rio de Janeiro for Imposto sobre   Circulação de Mercadorias e Serviços for the period January 1995 through November 2000.   “Affiliate” means, with respect to a specified Person, another Person that directly, or   indirectly through one or more intermediaries, Controls or is Controlled by or is under common   Control with the Person specified.   “Agency Site” means the Electronic System established by the Administrative Agent to   administer this Agreement.   “Agent Party” has the meaning assigned to it in Section 9.01(d).   “Agreement” has the meaning set forth in the Preamble.      





 







   3   DMSLIBRARY01:26808156.18   “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of   (a) the Prime Rate in effect on such day, (b) the FRBNY Rate in effect on such day plus 1⁄2 of 1%   and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is   not a Business Day, the immediately preceding Business Day) plus 1%, provided that,  the   Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m.   London time on such day, subject to the interest rate floors set forth therein.  Any change in the   Alternate Base Rate due to a change in the Prime Rate, the FRBNY Rate or the Adjusted LIBO   Rate shall be effective from and including the effective date of such change in the Prime Rate,   the FRBNY Rate or the Adjusted LIBO Rate, respectively.   “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction   applicable to any Loan Party or any of its Subsidiaries from time to time concerning or relating to   bribery or corruption.   “Applicable Percentage” means, with respect to any Revolving Lender, the percentage of   the total Revolving Commitments represented by such  Revolving Lender’s Revolving   Commitment; provided that in the case of Section 2.20 when a Defaulting Lender shall exist,   “Applicable Percentage” shall mean the percentage of the total Revolving Commitments   (disregarding any Defaulting Lender’s Revolving Commitment) represented by such Lender’s   Revolving Commitment.  If the Revolving Commitments have terminated or expired, the   Applicable Percentages shall be determined based upon the Revolving Commitments most   recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting   Lender at the time of determination.    “Applicable Rate” means, for any day, with respect to any ABR Loan, Eurodollar Loan   or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate   per annum set forth below under the caption “Revolver Eurodollar Spread”, “Revolver ABR   Spread”, “Term Loan A-1 Eurodollar Spread”, “Term Loan A-1 ABR Spread”, “Term Loan A-2   Eurodollar Spread”, “Term Loan A-2 ABR Spread” or “Commitment Fee Rate”, as the case may   be, based upon the Borrowers’ Net Debt to EBITDA Ratio as of the most recent determination   date; provided that, until the delivery to the Administrative Agent, pursuant to Section 5.01, of   Parent’s consolidated financial information for the fiscal quarter ending December 31, 2015, the   “Applicable Rate” shall be the applicable rate per annum set forth in Level II below:   Level   Net Debt   to   EBITDA   Ratio    Revolver   Eurodollar   Spread  and Term   Loans A-1   Eurodollar   Spread     Revolver ABR   Spread and   Term Loan A-   1 ABR Spread   Term Loan A-2   Eurodollar   Spread    Term Loan A-   2 ABR Spread   Commitment   Fee Rate   I Greater   than or   equal to   3.25 to 1.00   2.25% 1.25% 2.50% 1.50% 0.35%   II Greater   than or   equal to   2.50 to 1.00   2.00% 1.00% 2.25% 1.25% 0.30%     





 







   4   DMSLIBRARY01:26808156.18   Level   Net Debt   to   EBITDA   Ratio    Revolver   Eurodollar   Spread  and Term   Loans A-1   Eurodollar   Spread     Revolver ABR   Spread and   Term Loan A-   1 ABR Spread   Term Loan A-2   Eurodollar   Spread    Term Loan A-   2 ABR Spread   Commitment   Fee Rate   but less   than   3.25 to 1.00   III Greater   than or   equal to   1.75 to 1.00   but less   than 2.50 to   1.00   1.75% 0.75% 2.00% 1.00% 0.25%   IV Greater   than or   equal to   1.00 to 1.00   but less   than 1.75 to   1.00   1.50% 0.50% 1.75% 0.75% 0.20%   V Less than   1.00 to 1.00   1.25% 0.25% 1.50% 0.50% 0.15%   For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end   of each fiscal quarter of Parent based upon Parent’s annual or quarterly consolidated financial   statements delivered pursuant to Section 5.01 and (b) each change in the Applicable Rate   resulting from a change in the Net Debt to EBITDA Ratio shall be effective during the period   commencing on and including the date of delivery to the Administrative Agent of such   consolidated financial statements indicating such change and ending on the date immediately   preceding the effective date of the next such change; provided that, the Net Debt to EBITDA   Ratio shall be deemed to be at Level I set forth above (A) at any time that an Event of Default   has occurred and is continuing or (B) if the Borrowers fail to deliver the annual or quarterly   consolidated financial statements required to be delivered by them pursuant to Section 5.01,   during the period from the expiration of the time for delivery thereof until such consolidated   financial statements are delivered.   In the event that any financial statement or certification delivered pursuant to Section   5.01 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in   effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to   the application of a higher Applicable Rate for any period (an “Applicable Period”) than the   Applicable Rate applied for such Applicable Period, (i) Parent shall immediately (a) deliver to   the Administrative Agent a corrected compliance certificate for such Applicable Period and (b)   determine the Applicable Rate for such Applicable Period based upon the corrected compliance   certificate, and (ii) the applicable Borrower shall immediately pay to the Administrative Agent   for the benefit of the Lenders the accrued additional interest and other fees owing as a result of     





 







   5   DMSLIBRARY01:26808156.18   such increased Applicable Rate for such Applicable Period, which payment shall be promptly   distributed by the Administrative Agent to the Lenders entitled thereto.   “Approved Fund” has the meaning assigned to such term in Section 9.04(b).   “Argotec” means Argotec Intermediate Holdings LLC, a Delaware limited liability   company.   “Argotec Acquisition” means the acquisition on the Effective Date of all of the Equity   Interests of Argotec by SWM-Argotec, LLC.   “Argotec Acquisition Agreement” means that certain Equity Interest Purchase   Agreement, dated as of September 17, 2015, by and among SWM-Argotec, LLC, Argotec   Intermediate Holdings Two LLC, Argotec Intermediate Holdings LLC, Argotec LLC, and solely   for certain limited purposes therein Argotec Holdings LLC, the equity holders of Argotec   Holdings LLC and Parent.    “Asset Disposition” means any sale, transfer, lease or other disposition of any properties   or assets of any Borrower or any of its Subsidiaries (including, without limitation, pursuant to a   Sale and Leaseback Transaction and any such sale, transfer or disposition of Equity Interests) in   a single transaction or in a series of related transactions (other than (a) the sale of inventory or   the licensing of intellectual property in the ordinary course of business, (b) the sale of surplus,   obsolete or worn out property in the ordinary course of business, (c) the sale of Permitted   Investments in the ordinary course of business, (d) any sale of receivables in the ordinary course   of business on a non-recourse basis (subject to customary carveouts) pursuant to a supply chain   finance program, which participation in such is at the request of a customer of any Borrower or   any of its Subsidiaries, (e) the sale or licensing of intellectual property that is not used and   generating operating revenue in the business of the Loan Parties or their Subsidiaries and (f) any   sale, transfer, lease or other disposition of any properties or assets having a fair market value   which does not exceed, for any single transaction or related series of transactions, $1,000,000.   “Assignment and Assumption” means an assignment and assumption entered into by a   Lender and an assignee (with the consent of any party whose consent is required by Section   9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form   approved by the Administrative Agent.   “Availability Period” means the period from and including the Effective Date to but   excluding the earlier of the Revolving Maturity Date and the date of termination of the   Revolving Commitments.   “Banking Services” means each and any of the following bank services provided to any   Loan Party or any of their Subsidiaries by any Lender or any Affiliate thereof at the time of   making or entering into such Banking Services (or any Banking Services in existence as of the   Effective Date): (a) credit cards for commercial customers (including, without limitation,   “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing   services, and (d) treasury management services (including, without limitation, controlled   disbursement, concentration, automated clearinghouse transactions, return items, any direct debit   scheme  or arrangement, overdrafts and interstate depository network services).     





 







   6   DMSLIBRARY01:26808156.18   “Banking Services Obligations” means any and all obligations of the Loan Parties or its   Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising,   evidenced or acquired (including all renewals, extensions and modifications thereof and   substitutions therefor) in connection with Banking Services.   “Bankruptcy Event” means, with respect to any Person, such Person 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, 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 by a Governmental Authority or instrumentality thereof,   unless such ownership interest results in or provides such Person with immunity from the   jurisdiction of courts within the United States or from the enforcement of judgments or writs of   attachment on its assets or permit such Person (or such Governmental Authority or   instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by   such Person.   “Board” means the Board of Governors of the Federal Reserve System of the   United States of America.   “Borrower” and/or “Borrowers” has the meaning set forth in the Preamble.    “Borrowing” means (a) Revolving Loans of the same Class and Type, made, converted   or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest   Period is in effect, (b) Terms Loans of the same Class and Type, made, converted or continued   on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in   effect or (c) a Swingline Loan.   “Borrowing Request” means a request by the applicable Borrower for a Borrowing in   accordance with Section 2.03.   “Brazil Tax Assessment” means those certain tax assessments existing as of the Effective   Date against SWM Brazil by the tax authorities of the State of Rio de Janeiro, Brazil with respect   to the transaction tax on the Circulation of Goods and Services for Interstate and Intermunicipal   Transportation and Communications (ICMS) for the period from January 1995 through   November 2000.   “Business Day” means any day that is not a Saturday, Sunday or other day on which   commercial banks in New York City are authorized or required by law to remain closed;   provided that, if a determination of a Business Day shall relate to (a) a Eurodollar Loan, the term   “Business Day” shall also exclude any day on which banks are closed for dealings in U.S. Dollar   deposits in the London interbank market, (b) an Offshore Currency Loan or Letter of Credit   denominated in Euros, or any other dealings in Euros to be carried out pursuant to this   Agreement, the term “Business Day” shall also exclude any day that is not a TARGET Day, (c)   any other Loan or Letter of Credit in any Offshore Currency, the term “Business Day” shall also   exclude any day on which dealings in deposits in the relevant Offshore Currency are not     





 







   7   DMSLIBRARY01:26808156.18   conducted by and between banks in the applicable offshore interbank market for such Offshore   Currency and (d) any Foreign Borrower, the term “Business Day” shall also exclude any day on   which banks in the Grand-Duchy of Luxembourg are authorized or required by law to remain   closed.   “Capital Lease” means, with respect to any Person, any lease of (or other arrangement   conveying the right to use) any real or personal property by such Person, or a combination   thereof, that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet   of such Person.   “Capital Lease Obligations” of any Person means the obligations of such Person to pay   rent or other amounts under any Capital Lease, which obligations are required to be classified   and accounted for as capital leases on a balance sheet of such Person under GAAP, and the   amount of such obligations shall be the capitalized amount thereof determined in accordance   with GAAP.    “Change in Control” means (a) the acquisition of ownership, directly or indirectly,   beneficially or of record, by any Person or group (within the meaning of the Securities Exchange   Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of Equity   Interests representing more than 35% of the aggregate ordinary voting power represented by the   issued and outstanding Equity Interests of Parent; or (b) occupation of a majority of the seats   (other than vacant seats) on the board of directors of Parent by Persons who were neither   (i) nominated, appointed or approved for consideration by shareholders for election by the board   of directors of Parent nor (ii) appointed by directors so nominated, appointed or approved.   “Change in Law” means the occurrence after the date of this Agreement (or, with respect   to any Lender, such later date on which such Lender becomes a party to this Agreement) of (a)   the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law,   rule, regulation or treaty or in the interpretation or application thereof by any Governmental   Authority or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section   2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding   company, if any) with any request, guideline or directive (whether or not having the force of law)   of any Governmental Authority made or issued after the date of this Agreement; provided that,   notwithstanding anything herein to the contrary,  (x) the Dodd-Frank Wall Street Reform and   Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in   connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank   for International Settlements, the Basel Committee on Banking Supervision (or any successor or   similar authority) or the United States or foreign regulatory authorities, in each case pursuant to   Basel III, shall be deemed to be a “Change in Law,” regardless of the date enacted, adopted or   issued.   “Class” when used in reference to any Loan or Borrowing, refers to whether such Loan,   or the Loans comprising such Borrowing, are U.S. Revolving Loans, EUR Revolving Loans,   Term Loan A-1s, Term Loan A-2s or Swingline Loans.   “Code” means the Internal Revenue Code of 1986, as amended from time to time.     





 







   8   DMSLIBRARY01:26808156.18   “Collateral” means any and all personal property owned, leased or operated by a Person   covered by the Collateral Documents and any and all other property of any Loan Party, now   existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a   security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders   and other Secured Parties, to secure the Secured Obligations; provided, however, that Collateral   shall not include the Excluded Assets.   “Collateral Documents” means, collectively, the Security Agreement, the Pledge   Agreement and any other agreements, instruments and documents executed in connection with   this Agreement that are intended to create, perfect or evidence Liens to secure the Secured   Obligations, including, without limitation, all other security agreements, pledge agreements,   guarantees whether theretofore, now or hereafter executed by any Loan Party and delivered to   the Administrative Agent.   “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.),   as amended from time to time, and any successor statute.   “Commitments” means, with respect to each Lender, such Lender’s Term Loan A-1   Commitment, Term Loan A-2 Commitment and Revolving Commitment.  The initial aggregate   amount of the Lenders’ Commitments is $1,000,000,000.   “Communications” has the meaning assigned to it in Section 9.01(d).   “Computation Date” means (a) each date of a delivery of a Borrowing Request, (b) with   respect to any Letter of Credit, each of the following: (i) each date of a Borrower’s delivery of a   request for the issuance of a Letter of Credit, (ii) each date of a Borrower’s request for an   amendment of any such Letter of Credit having the effect of increasing the amount thereof, and   (iii) each date of any payment by the Issuing Bank under any Letter of Credit, and (c) the last day   of each fiscal quarter.   “Connection Income Taxes” means Other Connection Taxes that are imposed on or   measured by net income (however denominated) or that are franchise Taxes or branch profits   Taxes.    “Control” means the possession, directly or indirectly, of the power to direct or cause the   direction of the management or policies of a Person, whether through the ability to exercise   voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings   correlative thereto.    “Credit Party” means the Administrative Agent, the Issuing Bank, the Swingline   Lenders or any other Lender.   “Default” means any event or condition which constitutes an Event of Default or which   upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.   “Defaulting Lender” means any Lender that (a) has failed, within two Business Days of   the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion   of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party     





 







   9   DMSLIBRARY01:26808156.18   any other amount required to be paid by it hereunder, unless, in the case of clause (i) 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, (b) has notified any Credit   Party or any Credit Party 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, (c) has failed, within three Business Days   after request by a Credit Party, 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 Swingline Loans under this Agreement, provided that such Lender shall   cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of   such certification in form and substance satisfactory to it and the Administrative Agent, or (d)   has become the subject of a Bankruptcy Event.   “Disclosed Matters” means the actions, suits and proceedings and the environmental   matters disclosed in Schedule 3.06.    “Domestic Subsidiary” means any direct or indirect Subsidiary of Parent that is   organized under the laws of the United States, any State or commonwealth thereof (not including   any territory or possession thereof) or the District of Columbia.   “EBITDA” means, for any period, Net Income for such period plus (without duplication   and to the extent deducted in determining Net Income for such period) the sum of (a) Interest   Expense for such period, (b) income tax expense for such period, (c) all amounts attributable to   depreciation and amortization expense for such period, (d) earnings attributable to the minority   interest held by Parent or any of its Subsidiaries in Persons that are not Subsidiaries, to the extent   such earnings are actually distributed in cash to Parent or any of its Subsidiaries, (e) the amount   of any restructuring charge or reserve or integration cost that is deducted (and not added back) in   such period in computing Net Income, including any one-time costs incurred in connection with   acquisitions or divestitures, and costs related to the closure and/or consolidation of facilities and   to exiting lines of business; provided, that the aggregate amount added back for any Reference   Period pursuant to this clause (e) shall not exceed 10% of EBITDA for such Reference Period   (calculated without giving effect to this clause (e)), (f) the addback of historical costs that have   been reduced (in whole or in part) in connection with steps taken by Parent and its Subsidiaries   as a result of any Permitted Acquisition as certified by an officer of Parent as factually   supportable and approved by the Administrative Agent in its reasonable discretion (g) any   expenses or charges (other than depreciation or amortization expense) related to any equity   offering, Investment, acquisition, disposition or recapitalization permitted hereunder, and (h) all   other non-cash charges (provided that, if any such non-cash charges represent an accrual or   reserve for potential cash items in any future period, the cash payment in respect thereof in such   future period shall be subtracted from EBITDA to such extent), minus (without duplication and   to the extent included in determining Net Income) (a) amortization of deferred revenue, but not   including any increase in deferred revenues for such period and (b) minority interests in the     





 







   10   DMSLIBRARY01:26808156.18   earnings of Subsidiaries, to the extent such earnings are distributed in cash to the holders of such   minority interests which such holders are not Parent or any of its Subsidiaries, all calculated for   Parent and its Subsidiaries on a consolidated basis in accordance with GAAP. For purposes of   calculating EBITDA for any period of four consecutive quarters (each, a “Reference Period”),   (i) if at any time during such Reference Period (and after the Effective Date), Parent or any of its   Subsidiaries shall have made an acquisition or a disposition of any line of business or Subsidiary,   EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto   (including pro forma adjustments arising out of events which are directly attributable to such   acquisition or disposition, are factually supportable and are expected to have a continuing   impact, in each case determined on a basis consistent with Article 11 of Regulation S-X   promulgated under the Securities Act of 1933, as amended, and as interpreted by the staff of the   Securities and Exchange Commission) or in such other manner reasonably acceptable to the   Administrative Agent as if any such acquisition, disposition or adjustment occurred on the first   day of such Reference Period and (ii) from and after the consummation of the Argotec   Acquisition, pro forma EBITDA for the fiscal quarters ended December 31, 2014, March 31,   2015 and June 30, 2015 for Parent and its Subsidiaries shall be deemed to be $42,500,000,   $45,200,000 and $55,200,000, respectively, and the EBITDA for the fiscal quarter ending   September 30, 2015 for Parent and its Subsidiaries shall be calculated in accordance with clause   (i) above.   “Effective Date” means the date on which the conditions specified in Section 4.01 are   satisfied (or waived in accordance with Section 9.02).   “Electronic Signature” means an electronic sound, symbol, or process attached to, or   associated with, a contract or other record and adopted by a person with the intent to sign,   authenticate or accept such contract or record.   “Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®,   ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such   electronic system is owned, operated or hosted by the Administrative Agent and the Issuing   Bank and any of its respective Related Persons or any other Person, providing for access to data   protected by passcodes or other security system.   “EMU” means the economic and monetary union in accordance with the Treaty of Rome   1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the   Amsterdam Treaty of 1998.   “EMU Legislation” means the legislative measures of the EMU for the introduction of,   changeover to or operation of a single or unified European currency.   “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,   decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered   into by any Governmental Authority, relating in any way to the environment, preservation or   reclamation of natural resources, the management, release or threatened release of any   Hazardous Material or to health and safety matters.   “Environmental Liability” means any liability, contingent or otherwise (including any   liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the     





 







   11   DMSLIBRARY01:26808156.18   Borrowers or any Subsidiary directly or indirectly resulting from or based upon (a) violation of   any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or   disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or   threatened release of any Hazardous Materials into the environment or (e) any contract,   agreement or other consensual arrangement pursuant to which liability is assumed or imposed   with respect to any of the foregoing.   “Equity Interests” means shares of capital stock, partnership interests, membership   interests in a limited liability company, beneficial interests in a trust or other equity ownership   interests in a Person, and any warrants, options or other rights entitling the holder thereof to   purchase or acquire any such equity interest.   “Equivalent Amount” means, whenever this Agreement requires or permits a   determination on any date of the equivalent in any currency (the “base currency”) of an amount   expressed in any other currency (the “other currency”), the equivalent amount in such base   currency of such amount expressed in the other currency as determined by the Administrative   Agent or Borrowers, as applicable, on such date on the basis of the Spot Rate for the purchase of   the base currency with such other currency on the relevant Computation Date provided for   hereunder.   “ERISA” means the Employee Retirement Income Security Act of 1974, as amended   from time to time.   “ERISA Affiliate” means any trade or business (whether or not incorporated) that,   together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the   Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as   a single employer under Section 414 of the Code.   “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA   or the regulations issued thereunder with respect to a Plan (other than an event for which the 30   day notice period is waived), (b) the existence with respect to any Plan of an “accumulated   funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether   or not waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA   of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the   incurrence by the Borrowers or any of their ERISA Affiliates of any liability under Title IV of   ERISA with respect to the termination of any Plan, (e) the receipt by the Borrowers or any   ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to   terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the incurrence by   the Borrowers or any of their ERISA Affiliates of any liability with respect to the withdrawal or   partial withdrawal from any Plan or Multiemployer Plan, or (g) the receipt by the Borrowers or   any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrowers   or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a   determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,   within the meaning of Title IV of ERISA.      “Euro”, “EUR” and “€” mean the lawful currency of the Participating Member States   introduced in accordance with the EMU Legislation.     





 







   12   DMSLIBRARY01:26808156.18   “Eurodollar” when used in reference to any Loan or Borrowing, refers to whether such   Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by   reference to the Adjusted LIBO Rate.    “EUR Revolving Commitment” means, at any time, with respect to each Lender, the   commitment, if any, of such Lender to make EUR Revolving Loans in Euros and to acquire   participations in Letters of Credit issued in Euros in connection therewith up to the amount set   forth on the Commitment Schedule (or in the Assignment and Assumption pursuant to which   such Lender becomes a party hereto, as applicable) as such commitment may be reduced or   increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such   Lender pursuant to Section 9.04.  The EUR Revolving Commitment of each EUR Revolving   Credit Lender is a sub-commitment of its Revolving Commitment.  The initial aggregate amount   of the Lenders’ EUR Revolving Commitments is the Equivalent Amount in Euros of   $450,000,000.   “EUR Revolving Credit Exposure” means, with respect to any EUR Revolving Credit   Lender at any time, the sum of the Equivalent Amount in U.S. Dollars of the outstanding   principal amount of such Lender’s EUR Revolving Loans and its LC Exposure with respect to   Letters of Credit issued in Euros at such time.    “EUR Revolving Credit Lender” means a Lender with a EUR Revolving Commitment   or, if the EUR Revolving Commitments have terminated or expired, a Lender with EUR   Revolving Credit Exposure.   “EUR Revolving Loan” means a Loan made pursuant to Section 2.01(b).   “Event of Default” has the meaning assigned to such term in Article VII.   “Excluded Accounts” means (i) any deposit account or securities accounts held by any   Subsidiary that is not a Loan Party or held by a Foreign Borrower and (ii) any deposit account or   securities accounts held by any U.S. Loan Party which has an average monthly balance of not   more than $1,000,000; provided that the aggregate amount on deposit for all Excluded Accounts   described in this clause (ii) shall not exceed $10,000,000 at any one time.    “Excluded Assets” means the foregoing, (i) all fee and leasehold real property, (ii)   interests in partnerships, joint ventures and non-wholly-owned  subsidiaries which cannot be   pledged without the consent of one or more third parties pursuant to the applicable partnership,   joint venture or shareholders’ agreement (after giving effect to the applicable anti-assignment   provisions of the UCC or other applicable law), (iii) any property and assets the pledge of which   would require governmental consent, approval, license or authorization (after giving effect to the   applicable anti-assignment provisions of the UCC or other applicable law), (iv) any “intent-to-   use” trademark 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 the period, if any, in   which, the grant of a security interest therein would impair the validity or enforceability of such   intent-to-use trademark application under applicable federal law, (v) property owned by any   Excluded Subsidiary or Foreign Subsidiaries (other than SWM Luxembourg and SMW Holdco 1   as security for the Obligations of SWM Holdco 1), (vi) finished goods inventory sold by any   Loan Party but the possession of which is maintained by such Loan Party under any inventory     





 







   13   DMSLIBRARY01:26808156.18   management or similar program, including, but not limited to, any finished goods inventory held   at SWM International’s Spotswood facility held for Phillip Morris USA, (vii) any property with   respect to which the Administrative Agent, in its sole discretion, determines that the cost or   burden of subjecting such property to a Lien under the Security Documents is disproportionate to   the value of the collateral security afforded thereby, (viii) thirty-five percent (35%) of the total   outstanding voting capital stock of each new and existing first tier Foreign Subsidiary (other than   any subsidiary  directly owned by SWM Luxembourg or SWM Holdco 1); and (ix) one hundred   percent (100%) of the capital stock of any subsidiary held by a Foreign Subsidiary (other than   any Subsidiary directly owned by SWM Luxembourg or SWM Holdco 1).   “Excluded Subsidiary” means any non-wholly owned Domestic Subsidiary that is   contractually prohibited from being a Loan Guarantor; provided, that such contractual   prohibition is deemed necessary in good faith by Parent.    “Excluded Swap Obligation” means, with respect to any Loan Guarantor, any Swap   Agreement Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan   Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap   Agreement Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity   Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission   (or the application or official interpretation of any thereof) by virtue of such Loan Guarantor’s   failure for any reason to constitute an ECP at the time the Guarantee of such Loan Guarantor or   the grant of such security interest becomes or would become effective with respect to such Swap   Agreement Obligation.  If a Swap Agreement Obligation arises under a master agreement   governing more than one swap, such exclusion shall apply only to the portion of such Swap   Agreement Obligation that is attributable to swaps for which such Guarantee or security interest   is or becomes illegal.    “Excluded Taxes” means any of the following Taxes imposed on or with respect to a   Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes   imposed on or measured by net income (however denominated), franchise Taxes, and branch   profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the   laws of, or having its principal office or, in the case of any Lender, its applicable lending office   located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are   Other Connection Taxes, (b) in the case of a Lender, U.S. Federal and United Kingdom   withholding Taxes (excluding (x) the portion of United Kingdom withholding Taxes with respect   to which the applicable Lender is entitled to claim a reduction under an income tax treaty, and   (y) United Kingdom withholding Taxes on payments made by any guarantor under any   guarantee of the obligations) imposed on amounts payable to or for the account of such Lender   with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a   law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of   Credit or Commitment (other than pursuant to an assignment request by any Borrower under   Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent   that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such   Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan,   Letter of Credit or Commitment or to such Lender immediately before it changed its lending   office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (g),   and (d) any U.S. Federal withholding Taxes imposed under FATCA.     





 







   14   DMSLIBRARY01:26808156.18   “Existing Debt Documents” means the Original Credit Agreement and each other Loan   Document (as defined therein).   “FATCA” means 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 agreement entered into pursuant to Section 1471(b)(1) of the   Code.     “Federal Funds Effective Rate” means, for any day, the rate calculated by the FRBNY   based on such day’s federal funds transactions by depository institutions (as determined in such   manner as the New York Fed shall set forth on its public website from time to time) and   published on the next succeeding Business Day by the FRBNY as the federal funds effective   rate.   “Fee Letter” means that certain fee letter agreement, dated September 30, 2015, among   Parent, SWM Luxembourg, the Administrative Agent and J.P. Morgan Securities LLC.    “Financial Officer” means the chief executive officer, president, chief financial officer,   principal accounting officer, treasurer or controller of the applicable Loan Party.   “Financial Statements” means the financial statements to be furnished pursuant to   Section 5.01(a) and (b).   “Foreign Borrower” means, individually, each of SWM Luxembourg, SWM Holdco 1   and each other Borrower which may become a borrower hereunder pursuant to Section 5.09 from   time to time that is a Foreign Subsidiary of Parent.   “Foreign Borrower Documents” has the meaning assigned to such term in Section 3.19.   “Foreign Lender” means (a) if the applicable Borrower is a U.S. Person, a Lender that is   not a U.S. Person, and (b) if the applicable 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 such Borrower is   resident for tax purposes.     “Foreign Subsidiary” means any direct or indirect Subsidiary of Parent that is not a   Domestic Subsidiary.   “FRBNY” means the Federal Reserve Bank of New York.   “FRBNY Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in   effect on such day and (b) the Overnight Bank Funding Rate in effect on such day; provided that   if both such rates are not so published for any day that is a Business Day, the term “FRBNY   Rate” means the rate quoted for such day for a federal funds transaction at 11:00 a.m. on such   day received by the Administrative Agent from a Federal funds broker of recognized standing   selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate   shall be deemed to be zero for purposes of this Agreement.     





 







   15   DMSLIBRARY01:26808156.18    “GAAP” means generally accepted accounting principles in the United States of   America.   “Governmental Authority” means the government of the United States of America, any   other nation or any political subdivision thereof, whether foreign, state or local, and any agency,   authority, instrumentality, regulatory body, court, central bank or other entity exercising   executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or   pertaining to government.   “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or   otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any   Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner,   whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,   (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such   Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase   of) any security for the payment thereof, (b) to purchase or lease property, securities or services   for the purpose of assuring the owner of such Indebtedness or other obligation of the payment   thereof, (c) to maintain working capital, equity capital or any other financial statement condition   or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness   or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty   issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not   include (i) endorsements for collection or deposit in the ordinary course of business, (ii) joint and   several liability imposed by Environmental Laws or (iii) inventory purchase agreements entered   into in connection with the sale of a mill or other facility.   “Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.    “Hazardous Materials”  means all explosive or radioactive substances or wastes and all   hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum   distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,   infectious or medical wastes and all other substances or wastes of any nature regulated pursuant   to any Environmental Law.   “Impacted Interest Period” has the meaning assigned to it in the definition of “LIBO   Rate.”   “Indebtedness” of any Person means, without duplication, (a) all obligations of such   Person for borrowed money (including, without limitation, with respect to overdrafts), (b) all   obligations of such Person evidenced by bonds, debentures, notes, preferred Equity Interests   (which preferred Equity Interests are either mandatorily redeemable or redeemable at the option   of the holder, in each case, at any time on or prior to the date that is six months after the Term   Loan A-2 Maturity Date) or similar instruments, (c) all obligations of such Person upon which   interest charges are customarily paid, (d) all obligations of such Person under conditional sale or   other title retention agreements relating to property acquired by such Person, (e) all obligations   of such Person in respect of the deferred purchase price of property or services (excluding trade   accounts payable incurred in the ordinary course of business and repayable in accordance with   customary trade practices and excluding earnouts to the extent not required to be reflected as a   liability on the balance sheet of such Person in accordance with GAAP), (f) all Indebtedness of     





 







   16   DMSLIBRARY01:26808156.18   others secured by (or for which the holder of such Indebtedness has an existing right, contingent   or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether   or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of   Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations,   contingent or otherwise, of such Person as an account party in respect of letters of credit and   letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of   bankers’ acceptances and (k) all Off-Balance Sheet Liabilities.  The Indebtedness of any Person   shall include the Indebtedness of any other entity (including any partnership in which such   Person is a general partner) to the extent such Person is liable therefor as a result of such   Person’s ownership interest in or other relationship with such entity, except to the extent the   terms of such Indebtedness provide that such Person is not liable therefor.   “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with   respect to any payment made by or on account of any obligation of any Loan Party under any   Loan Document and (b) to the extent not otherwise described in (a) hereof, Other Taxes.   “Indemnitee” has the meaning assigned to it in Section 9.03(b).   “Ineligible Institution” has the meaning assigned to it in Section 9.04(b).     “Information Memorandum” means the Confidential Information Memorandum dated   September 23, 2015 relating to the Loan Parties and the Transactions.   “Interest Coverage Ratio” means, on any date of determination, the ratio of (a) EBITDA   to (b) Interest Expense paid or payable in cash, in case of each of clauses (a) and (b) for the most   recently completed four fiscal quarters then ended of Parent as of such date.   “Interest Election Request” means a request by any Borrower to convert or continue a   Borrowing in accordance with Section 2.08.   “Interest Expense” means, for any period, total interest expense (including that   attributable to Capital Lease Obligations) of Parent and its Subsidiaries for such period with   respect to all outstanding Indebtedness of Parent and its Subsidiaries (including all commissions,   discounts and other fees and charges owed with respect to letters of credit and bankers’   acceptance financing and net costs under Swap Agreements in respect of interest rates to the   extent such net costs are allocable to such period in accordance with GAAP) calculated on a   consolidated basis for Parent and its Subsidiaries for such period in accordance with GAAP.   “Interest Payment Date” means (a) with respect to any ABR Loan (other than a   Swingline Loan), the last day of each March, June, September and December, (b) with respect to   any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which   such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more   than three months’ duration, each day prior to the last day of such Interest Period that occurs at   intervals of three months’ duration after the first day of such Interest Period, and (c) with respect   to any Swingline Loan, the day that such Loan is required to be repaid.   “Interest Period” means with respect to any Eurodollar Borrowing, the period   commencing on the date of such Borrowing and ending on the numerically corresponding day in     





 







   17   DMSLIBRARY01:26808156.18   the calendar week or calendar month that is one week or one, two, three or six months thereafter,   as the applicable Borrower may elect; provided, that (i) if any Interest Period would end on a day   other than a Business Day, such Interest Period shall be extended to the next succeeding   Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business   Day would fall in the next calendar week or month, as applicable, in which case such Interest   Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a   Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day   for which there is no numerically corresponding day in the last calendar month of such Interest   Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For   purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is   made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent   conversion or continuation of such Borrowing.   “Interpolated  Rate” means, at any time, for any Interest Period, the rate per annum   (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the   Administrative Agent (which determination shall be conclusive and binding absent manifest   error) to be equal to the rate that results from interpolating on a linear basis between: (a) the   LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available for U.S.   Dollars or Euros, as applicable) that is shorter than the Impacted Interest Period; and (b) the   LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available for U.S.   Dollars or Euros, as applicable) that exceeds the Impacted Interest Period, in each case, at such   time.    “IRS” means the United States Internal Revenue Service.   “Issuing Bank” means JPMorgan Chase Bank, N.A. and any other Lender that agrees to   act as an Issuing Bank, each in its capacity as the issuer of Letters of Credit hereunder, and its   successors in such capacity as provided in Section 2.06(i).  Any Issuing Bank may, in its   discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing   Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to   Letters of Credit issued by such Affiliate.  Each reference herein to the “Issuing Bank” shall be   deemed to be a reference to the relevant Issuing Bank.    “Judgment Currency” has the meaning assigned to such term in Section 9.16.    “LC Borrower” has the meaning assigned to such term in Section 2.06(b).    “LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).    “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of   Credit.   “LC Exposure” means, at any time, the sum of (a) the Equivalent Amount in U.S.   Dollars of the aggregate undrawn amount of all outstanding Letters of Credit at such time plus   (b) the Equivalent Amount in U.S. Dollars of the aggregate amount of all LC Disbursements that   have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of   any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.     





 







   18   DMSLIBRARY01:26808156.18   “Lender Parent” means, with respect to any Lender, any Person as to which such Lender   is, directly or indirectly, a subsidiary.   “Lenders” means the Persons listed on Schedule 2.01A and any other Person that shall   have become a party hereto pursuant to an Assignment and Assumption, other than any such   Person that ceases to be a party hereto pursuant to an Assignment and Assumption.  Unless the   context otherwise requires, the term “Lenders” includes the Swingline Lenders and the Issuing   Bank.   “Letter of Credit” means any letter of credit issued pursuant to this Agreement.   “Letter of Credit Commitment” means $20,000,000.    “LIBO Rate” means, for any Interest Period for any Eurodollar Loan comprising part of   the same Borrowing in any currency, an interest rate per annum:   (a) in the case of U.S. Dollars, equal to the rate appearing on Reuters Screen   LIBOR01 or LIBOR02 Page (“U.S. LIBOR Screen Rate”) at approximately 11:00 a.m.,   London time, three (3) Business Days prior to the commencement of such Interest Period,   as the rate for dollar deposits with a maturity comparable to such Interest Period; and   (b) in the case of Euros, equal to the rate per annum for deposits in such   currency that appears on Reuters Page EURIBOR-01 (together with the U.S. LIBOR   Screen Rate, the “LIBO Screen Rate”);   provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be   zero for the purposes of this Agreement; provided further that if the LIBO Screen Rate shall not   be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to   the applicable currency then the LIBO Rate shall be the Interpolated  Rate; provided that if any   Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this   Agreement.    “LIBO Screen Rate” has the meaning assigned to it in the definition of “LIBO Rate.”   “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,   hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of   a vendor or a lessor under any conditional sale agreement, capital lease or title retention   agreement (or any financing lease having substantially the same economic effect as any of the   foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or   similar right of a third party with respect to such securities.   “Loan Documents” means this Agreement, including schedules and exhibits hereto, and   any agreements entered into in connection herewith by any Borrower or any Loan Party with or   in favor of the Administrative Agent and/or the Lenders, including the Loan Guaranty, the   Collateral Documents, letter of credit applications and any agreements between the  Borrower   and any Issuing Bank regarding the respective rights and obligations between the Borrowers and   the Issuing Bank in connection with the issuance of Letters of Credit and any other documents   prepared in connection with the other Loan Documents, if any, and identified in Section 4.01 or     





 







   19   DMSLIBRARY01:26808156.18   4.02. Any reference in this Agreement or any other Loan Document to a Loan Document shall   include all appendices, exhibits or schedules thereto, and all amendments, restatements,   supplements or other modifications thereto, and shall refer to this Agreement or such Loan   Document as the same may be in effect at any time and all times such reference becomes   operative.    “Loan Guarantor” means (i) Parent and (ii) Parent’s Material Subsidiaries (other than   Excluded Subsidiaries), so long as such Material Subsidiaries are Domestic Subsidiaries, and any   other Person (other than an Additional Borrower) who becomes a party to the Loan Guaranty.    “Loan Guaranty” means, in the case of Parent, Article X of this Agreement, in the case   of SWM Luxembourg, that certain Guaranty dated as of the Effective Date, by SWM   Luxembourg in favor of the Administrative Agent and, in all other cases, the Subsidiary   Guaranty.   “Loan Parties” means, collectively, the Borrowers, the Loan Guarantors and, in each   case, their successors and assigns, and the term “Loan Party” shall mean any one of them or all   of them individually, as the context may require.   “Loans” means the loans made by the Lenders to any Borrower pursuant to this   Agreement.   “Material Acquisition” means a Permitted Acquisition with an aggregate consideration   of greater than the Equivalent Amount of $100,000,000.    “Material Acquisition Period” means the fiscal quarter during which a Material   Acquisition was consummated and the immediately following three fiscal quarters; provided,   however, that no Material Acquisition Period shall occur unless Parent designates, on or prior to   the consummation of the applicable Material Acquisition, in writing to the Administrative Agent   such period as a Material Acquisition Period.    “Material Adverse Effect” means (a) a material adverse change in, or a material adverse   effect on (i) the operations, business, assets, properties, liabilities (actual or contingent) or   condition, financial or otherwise, of Parent and its Subsidiaries, taken as a whole, or (ii) the   ability of any Loan Party to perform any of its obligations under any Loan Document to which it   is a party, (b) a material impairment of the rights and remedies of or benefits available to the   Administrative Agent or any Lender under the Loan Documents, or (c) a material adverse effect   upon the legality, validity, binding effect or enforceability against any Borrower or any other   Loan Party of any Loan Document to which it is a party.   “Material Indebtedness” means Indebtedness (other than the Loans, Letters of Credit or   intercompany Indebtedness permitted by Section 6.04), or obligations in respect of one or more   Swap Agreements, of any one or more of the Borrowers and their Subsidiaries in an aggregate   principal amount exceeding the Equivalent Amount of $20,000,000.  For purposes of   determining Material Indebtedness, the “principal amount” of the obligations of any Borrower or   any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate   amount (giving effect to any netting agreements) that such Borrower or such Subsidiary would   be required to pay if such Swap Agreement were terminated at such time.     





 







   20   DMSLIBRARY01:26808156.18   “Material Subsidiary” means (a) each Borrower other than Parent and (b) each other   consolidated Subsidiary of Parent which (i) holds 10% or more of the consolidated assets of   Parent, or (ii) generates 10% or more of consolidated EBITDA of Parent, calculated as of the   most recent fiscal period for which the Administrative Agent shall have received financial   statements required to be delivered pursuant to Section 5.01(a) and (b).   “Maximum Rate” has the meaning assigned to such term in Section 9.14.    “Moody’s” means Moody’s Investors Service, Inc.   “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of   ERISA.   “Net Cash Proceeds” means, with respect to any Prepayment Event, (a) the cash   proceeds received in respect of such event including (i) any cash received in respect of any non-   cash proceeds (including any cash payments received by way of deferred payment of principal   pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise,   but excluding any interest payments), but only as and when received, (ii) in the case of a   casualty, insurance proceeds and (iii) in the case of a condemnation or similar event,   condemnation awards and similar payments, minus (b) the sum of (i) all reasonable fees and out-   of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii)   in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and   leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all   payments required to be made as a result of such event to repay Indebtedness (other than Loans)   secured by such asset or otherwise subject to mandatory prepayment as a result of such event and   (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any   reserves established to fund contingent liabilities reasonably estimated to be payable, in each   case during the year that such event occurred or the next succeeding year and that are directly   attributable to such event (as determined reasonably and in good faith by a Financial Officer of   Parent).   “Net Debt” means, for any date of determination, subject to Section 6.03(b)(vi), (a)   Parent’s and its Subsidiaries’ consolidated Total Debt as of such date minus (b) the sum of (x)   the total amount of unrestricted cash and cash equivalents located in the United States plus (y)   65% of the sum of  cash equivalents and unrestricted cash located outside of the United States    (in each case as defined in and set forth on the consolidated financial statements of Parent for the   previous fiscal quarter or year for which financial statements have been delivered pursuant to   Section 5.01(a) or (b)) of Parent and its Subsidiaries, to the extent the sum of clauses (x) and (y)   is in excess of the Equivalent Amount of $15,000,000, in each case, as determined in accordance   with GAAP; provided, however, that clause (i) of the definition of “Indebtedness” shall be   excluded for purposes of determining Net Debt.    “Net Debt to EBITDA Ratio”  means, on any date of determination, the ratio of (a) Net   Debt as of such date to (b) EBITDA for the most recently completed four fiscal quarters then   ended of Parent as of such date.   “Net Income” means, for any period, the consolidated net income (or loss) of Parent and   its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that     





 







   21   DMSLIBRARY01:26808156.18   there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it   becomes a Subsidiary or is merged into or consolidated with Parent or any of its Subsidiaries, (b)   the income (or deficit) of any Person (other than a Subsidiary) in which Parent or any of its   Subsidiaries has an ownership interest and (c) the undistributed earnings of any Subsidiary to the   extent that the declaration or payment of dividends or similar distributions by such Subsidiary is   not at the time permitted by the terms of any contractual obligation (other than under any Loan   Document) or Requirement of Law applicable to such Subsidiary.   “Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).    “Obligated Party” has the meaning assigned to such term in Section 10.02.    “Obligations” means all unpaid principal of and accrued and unpaid interest on the   Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements,   indemnities and other obligations, indebtedness (including interest and fees accruing during the   pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of   whether allowed or allowable in such proceeding), and liabilities of any of the Loan Parties to   any of the Lenders, the Administrative Agent, the Issuing Bank or any indemnified party,   individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect,   joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated,   secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred   under this Agreement or any of the other Loan Documents or in respect of any of the Loans   made or reimbursement or other obligations incurred or any of the Letters of Credit or other   instruments at any time evidencing any thereof.    “Offshore Currency” means Euros.   “Offshore Currency Loan” means any Loan denominated in an Offshore Currency.   “OFAC” has the meaning assigned to such term in Section 5.10.    “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or   liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any   liability under any Sale and Leaseback Transaction other than Capital Lease Obligations, (c) any   liability under any so-called “synthetic lease” arrangement or transaction entered into by such   Person or (d) any obligation arising with respect to any other transaction which is the functional   equivalent of or takes the place of borrowing but which does not constitute a liability on the   balance sheets of such Person.   “Original Credit Agreement” has the meaning assigned to such term in the Recitals.    “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a   result of a present or former connection between such Recipient and the jurisdiction imposing   such Tax (other than connections arising from such Recipient having executed, delivered,   enforced, become a party to, performed its obligations under, received payments under, received   or perfected a security interest under, engaged in any other transaction pursuant to or enforced   any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan   Document).     





 







   22   DMSLIBRARY01:26808156.18   “Other Taxes” means all present or future stamp, court or documentary, intangible,   recording, filing or similar Taxes that arise from any payment made under, from the execution,   delivery, performance, enforcement or registration of, from the registration, receipt or perfection   of a security interest under, or otherwise with respect to, any Loan Document, except any such   Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an   assignment made pursuant to Section 2.19).   “Overnight Bank Funding Rate” means, for any day, the rate comprised of both   overnight federal funds and overnight Eurodollar borrowings by U.S.–managed banking offices   of depository institutions (as such composite rate shall be determined by the FRBNY as set forth   on its public website from time to time) and published on the next succeeding Business Day by   the FRBNY as an overnight bank funding rate (from and after such date as the New York Fed   shall commence to publish such composite rate).   “P de Mal” means Papeteries de Malaucene S.A.S. and its subsidiary, Malaucene   Industries S.N.C.   “Parent” has the meaning assigned to such term in the preamble to this Agreement.   “Participant” has the meaning assigned to such term in Section 9.04(c).   “Participant Register” has the meaning assigned to such term in Section 9.04(c).   “Participating Member State” means each state so described in any EMU Legislation.   “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in   ERISA and any successor entity performing similar functions.   “Permitted Acquisition” means any acquisition, other than the Argotec Acquisition or an   intercompany acquisition, by (i) Parent or any of its Subsidiaries of all or substantially all of the   assets of a Person, or of all or substantially all of any business or division of a Person or (ii)   Parent or any of its Subsidiaries of a majority of the Equity Interests of any Person, in each case,   so long as the following conditions have been satisfied:   (a) the Administrative Agent shall receive not less than twenty (20) days’   prior written notice of any such acquisition with an aggregate consideration of greater   than the Equivalent Amount of $100,000,000 individually or in the aggregate in any   fiscal year, which notice shall include a reasonably detailed description of the proposed   terms of such acquisition and identify the anticipated closing date thereof;   (b) the Administrative Agent shall receive, not less than ten (10) Business   Days (or such shorter period as shall be agreed to by the Administrative Agent) prior to   the consummation of such acquisition (to the extent notice thereof is required under   clause (a) above), a due diligence package, which package shall include, without   limitation, the following with regard to the acquisition of the applicable Target:   (i) pro forma financial projections (after giving effect to such acquisition) for   Parent and its Subsidiaries for the current and next two (2) fiscal years or through the   remaining term of the agreement; and     





 







   23   DMSLIBRARY01:26808156.18   (ii) a general description of (A) the Target’s business and (B) material   agreements binding upon the Target or any of its personal or real property and, if   requested by the Administrative Agent, copies of such material agreements;   (c) prior to and after giving effect to such acquisition and the incurrence of   any Loans, other Indebtedness or contingent obligations in connection therewith, Parent   on a consolidated basis shall be in pro forma compliance (after giving effect to such   acquisition, calculated in a manner reasonably satisfactory to the Administrative Agent)   with the then applicable covenant levels as set forth in Section 6.10(b) and (c), in each   case, minus 0.25, calculated for the four (4) fiscal quarter period ending on the last day of   the most recently ended quarter for which financial statements of Borrower have been   delivered to the Administrative Agent pursuant to Section 5.01(a) or (b) prior to such   acquisition;   (d) all material consents necessary for such acquisition have been acquired and such   acquisition is consummated in accordance with the applicable acquisition documents and   applicable law;   (e) such acquisition shall not be hostile and (if required) shall have been approved by   the board of directors (or other similar body) and/or the stockholders or other equity holders of   the Target; and   (f) no Default or Event of Default is in existence or would occur after giving effect to   such acquisition.   “Permitted Encumbrances” means:   (a) Liens imposed by law for Taxes that are not yet due or are being contested   in compliance with Section 5.04;   (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and   other like Liens imposed by law or arising in the ordinary course of business and securing   obligations that are not overdue by more than thirty (30) days or are being contested in   compliance with Section 5.04;   (c) pledges and deposits made in the ordinary course of business in   compliance with workers’ compensation, unemployment insurance and other social   security laws or regulations or to secure statutory obligations of the Borrowers or their   Subsidiaries;   (d) deposits to secure the performance of bids, trade contracts, leases,   statutory obligations, surety and appeal bonds, performance bonds and other obligations   of a like nature, in each case in the ordinary course of business;    (e) judgment liens in respect of judgments that do not constitute an Event of   Default under clause (k) of Article VII; and     





 







   24   DMSLIBRARY01:26808156.18   (f) easements, zoning restrictions, rights-of-way and similar encumbrances on   real property imposed by law or arising in the ordinary course of business that do not   secure any monetary obligations and do not materially detract from the value of the   affected property or interfere with the ordinary conduct of business of any Borrower or   any Subsidiary;   provided that the term “Permitted Encumbrances” shall not include any Lien securing   Indebtedness.   “Permitted Investments” means:   (a) direct obligations of, or obligations the principal of and interest on which   are unconditionally guaranteed by (i) the government of Brazil, with respect to   investments of amounts arising from or used in the conduct of such Person’s business in   Brazil, (ii) the United States (or by any agency thereof to the extent such obligations are   backed by the full faith and credit of the United States), (iii) Canada, (iv) any member   country of the European Union, (v) the People’s Republic of China, with respect to   investments of amounts arising from or used in the conduct of such Person’s business in   China, or (vi) the Republic of The Philippines, with respect to investments of amounts   arising from or used in the conduct of such Person’s business in the Philippines;   (b) investments in commercial paper maturing within 270 days from the date   of acquisition thereof and having, at such date of acquisition, a credit rating from S&P   not less than “A-2” or not less than “P-2” from Moody’s Investors Service;   (c) investments in certificates of deposit, banker’s acceptances and time   deposits maturing within 180 days from the date of acquisition thereof issued or   guaranteed by or placed with, and money market deposit accounts issued or offered by,   any commercial bank which has a combined capital and surplus and undivided profits of   not less than $200,000,000;    (d) fully collateralized repurchase agreements with a term of not more than 30   days for securities described in clause (a) above and entered into with a financial   institution satisfying the criteria described in clause (c) above;    (e) money market funds that (i) comply with the criteria set forth in SEC Rule   2a-7 under the Investment Company Act of 1940, as amended, to the extent any such   money market funds are subject to such act, (ii) are rated AAA by S&P and Aaa by   Moody’s and (iii) have portfolio assets of at least $2,000,000,000;   (f) such other instruments (within the meaning of Article 9 of the Uniform   Commercial Code as adopted in the State of New York) or money market funds either (i)   as listed on Schedule 1.01 or (ii) as the Borrowers may request and the Administrative   Agent may approve in writing, which approval will not be unreasonably withheld; and   (g) with respect to investments of amounts arising from or used in the conduct   of such Person’s business in Brazil, China and the Philippines, bank debt securities issued   by the following banks: Banco ABN AMRO Real S.A., Banco do Brasil S.A., Banco Itau     





 







   25   DMSLIBRARY01:26808156.18   S.A., Banco Safra S.A., HSBC Bank Brasil S.A. Banco Multiplo, Standard Chartered   Bank, Industrial and Commercial Bank of China, Pudong Development Bank Co. Ltd.,   Bank of China, China Construction Bank, RobinsonsBank, Bank of the Philippine   Islands, Equitable PCI Bank (collectively, the “Permitted Banks”) or any Lender;   provided that (i) such bank receives a long-term foreign currency senior debt rating from   either S&P or Moody’s and such rating is equal to or higher than B- (or the then   equivalent) (provided that (A) if the ratings established or deemed to have been   established by S&P and Moody’s for such bank shall differ, the lower of the two ratings   shall apply and (B) if neither S&P nor Moody’s shall have in effect a long-term foreign   currency senior debt rating for such bank, then Moody’s long-term foreign currency   deposit rating, if any, shall be substituted therefor); (ii) notwithstanding anything to the   contrary contained in this definition, the aggregate amount of all investments and other   amounts held by Borrowers or any of their Subsidiaries in Permitted Banks shall not   exceed the Equivalent Amount of $30,000,000 and the aggregate amount of all   investments and other amounts held in Permitted Banks located in the Philippines shall   not exceed the Equivalent Amount of $50,000,000 and (iii) such investments may be   terminated without premium or penalty within three Business Days.    “Permitted Liens” means Liens permitted by Section 6.02 hereof.   “Person” means any natural person, corporation, limited liability company, trust, joint   venture, association, company, partnership, Governmental Authority or other entity.   “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)   subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of   ERISA, and in respect of which any Loan Party or any ERISA Affiliate is (or, if such plan were   terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in   Section 3(5) of ERISA.   “Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic   transmission system.   “Pledge Agreement” means that certain Pledge Agreement (including any and all   supplements thereto), dated as of the date hereof, among the Foreign Borrowers and the   Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties.   “Prepayment Event” means:   (a) any Asset Disposition (including pursuant to a Sale and Leaseback) by any   Loan Party or any Subsidiary, other than dispositions described in Section 6.03(b) (i), (ii),   (iii) and (iv); or   (b) any casualty or other insured damage to, or any taking under power of   eminent domain or by condemnation or similar proceeding of, any property or asset of   any Loan Party with a fair value immediately prior to such event equal to or greater than   $10,000,000.      





 







   26   DMSLIBRARY01:26808156.18   “Prime Rate” means the rate of interest per annum publicly announced from time to time   by JPMorgan Chase Bank, N.A. as its prime rate in effect at its office located at 270 Park   Avenue, New York, New York; each change in the Prime Rate shall be effective from and   including the date such change is publicly announced as being effective.    “Public-Sider” means a Lender whose representatives may trade in securities of any   Loan Party or its controlling person or any of its Subsidiaries while in possession of the financial   statements provided by any Loan Party under the terms of this Agreement.    “Qualified ECP Guarantor” means, in respect of any Swap Agreement Obligation, each   Loan Party that has total assets exceeding $10,000,000 at the time the relevant Loan Guaranty or   grant of the relevant security interest becomes or would become effective with respect to such   Swap Agreement Obligation or such other person as constitutes an “eligible contract participant”   under the Commodity Exchange Act or any regulations promulgated thereunder and can cause   another person to qualify as an “eligible contract participant” at such time by entering into a   keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.   “Recipient” means, as applicable, (a) the Administrative Agent, (b) any Lender and (c)   any Issuing Bank.   “Register” has the meaning assigned to such term in Section 9.04(b).   “Related Parties” means, with respect to any specified Person, such Person’s Affiliates   and the respective directors, officers, employees, agents and advisors of such Person and such   Person’s Affiliates.   “Report” means reports prepared by the Administrative Agent or another Person showing   the results of examinations, inspections or audits pertaining to a Borrower’s and/or any of its   Subsidiary’s assets from information furnished by or on behalf of such Borrower or any such   Subsidiary, which Reports may be distributed to the Lenders by the Administrative Agent.   “Required Lenders” means, at any time, Lenders having Revolving Credit Exposures,   outstanding Term Loans and unused Commitments representing at least 51% of the sum of the   total Revolving Credit Exposures, outstanding Term Loans and unused Commitments at such   time; provided that for purposes of declaring the Loans to be due and payable pursuant to Article   VII, and for all purposes after the Loans become due and payable pursuant to Article VII or the   Commitments expire or terminate, then, (i) as to each Lender, clause (a) of the definition of   Swingline Exposure shall only be applicable for purposes of determining its Revolving Credit   Exposure to the extent such Lender shall have funded its participation in the outstanding   Swingline Loans.    “Requirement of Law” means, as to any Person, the certificate of incorporation and   bylaws or other organizational or governing documents of such Person, and any law, treaty, rule   or regulation or determination of an arbitrator or a court or other Governmental Authority, in   each case applicable to or binding upon such Person or any of its property or to which such   Person or any of its property is subject.     





 







   27   DMSLIBRARY01:26808156.18   “Restricted Payment” means (a) any dividend or other distribution (whether in cash,   securities or other property) with respect to any Equity Interests in the Borrowers or any   Subsidiary, or (b) any payment (whether in cash, securities or other property), including any   sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,   cancellation or termination of any such Equity Interests in the Borrowers or any Subsidiary or   any option, warrant or other right to acquire any such Equity Interests in the Borrowers or any   Subsidiary.   “Retained Proceeds” means the aggregate amount equal to the Net Cash Proceeds not   used by the Borrowers to prepay the Term Loans pursuant to Section 6.03(b)(v) or 6.03(b)(vi)   less (a) the amount of voluntary prepayments of the Term Loans from the Asset Disposition   giving rise to such Retained Proceeds, (b) the amount of other voluntary prepayments of the   Term Loans made after the date of such Asset Disposition which are applied to the installments   thereof in the inverse order of maturity and (c) the amount of such Net Cash Proceeds reinvested   in the business of Parent and its Subsidiaries in accordance with Section 2.11(c).    “Retained Proceeds Period” means, a period commencing on the date on which a   prepayment of the Term Loans is not made pursuant to Section 6.03(b)(v) or 6.03(b)(vi)   continuing until the earliest of (a) the date on which the Term Loans are paid in full, (b) the date   on which the Borrowers make one or more voluntary prepayments of the Term Loans in an   amount equal to the Retained Proceeds (or if less, the outstanding amount of the Term Loans)   and (c) the date the Retained Proceeds are otherwise reduced to zero.    “Revolving Commitment” means, with respect to each Lender, the commitment, if any,   of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and   Swingline Loans hereunder up to the amount set forth on the Commitment Schedule (or in the   Assignment and Assumption pursuant to which such Lender becomes a party hereto, as   applicable) as such commitment may be reduced, increased or extended from time to time   pursuant to (a) Section 2.09 or Section 2.21 and (b) assignments by or to such Lender pursuant to   Section 9.04.  The portion of the Revolving Commitments, if any, which may be utilized for   EUR Revolving Loans shall constitute the EUR Revolving Commitment, which shall be treated   as a sub-facility of the Revolving Commitment; provided that, the total Revolving Credit   Exposure shall not exceed the total Revolving Commitments. The initial aggregate amount of the   Lenders’ Revolving Commitments is $650,000,000.   “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of   the Equivalent Amount in U.S. Dollars of the outstanding principal amount of such Lender’s   Revolving Loans, its LC Exposure and its Swingline Exposure at such time.   “Revolving Lenders” means, collectively, the U.S. Revolving Credit Lenders and the   EUR Revolving Credit Lenders.     “Revolving Loan” means a Loan made pursuant to Section 2.01(a) or 2.01(b).   “Revolving Maturity Date” means the later of (a) October 28, 2020 and (b) if the   maturity date is extended pursuant to Section 2.21, such extended maturity date pursuant to such   Section.       





 







   28   DMSLIBRARY01:26808156.18   “S&P” means Standard & Poor’s.   “Sale and Leaseback Transaction” means any sale or other transfer of property by any   Person with the intent to lease such property as lessee, but excluding any such transaction   pertaining to the sale of real property entered into by a Person prior to the date such Person   became a Subsidiary of the Parent.   “Sanctioned Country” means, at any time, a country, region or territory which is itself   the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North   Korea, Sudan and Syria).   “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related   list of designated Persons maintained by the Office of Foreign Assets Control of the U.S.   Department of the Treasury, the U.S. Department of State, or by the United Nations Security   Council, the European Union or any European Union member state, (b) any Person operating,   organized or resident in a Sanctioned Country, (c) any agency, political subdivision or   instrumentality of the government of a Sanctioned Country or (d) any Person owned or   controlled by any such Person or Persons described in the foregoing clauses (a), (b) or (c).   “Sanctions” means all economic or financial sanctions or trade embargoes imposed,   administered or enforced from time to time by (a) the U.S. government, including those   administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or   the U.S. Department of State, or (b) the United Nations Security Council, the European Union,   any European Union member state or Her Majesty’s Treasury of the United Kingdom.    “SEC” means the Securities and Exchange Commission of the United State of America.   “Secured Obligations” means (i), in the case of the U.S. Loan Parties, all Obligations,   together with all (a) Banking Services Obligations and (b) Swap Agreement Obligations owing   to one or more Lenders or their respective Affiliates and (ii) in the case of the Foreign Borrowers   and any other Loan Party that is not a U.S. Loan Party, only the Obligations arising out of Loans   made directly to SWM Holdco 1, together with (a) Banking Services Obligations arising out of   Banking Services rendered directly to SWM Holdco 1 and (b) Swap Agreement Obligations   arising out of Swap Agreements to which SWM Holdco 1 is a signatory; provided, however, that   the definition of “Secured Obligations” shall not create any guarantee by any Loan Guarantor of   (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded   Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any   Loan Guarantor.    “Secured Parties” means (a) the Administrative Agent, (b) the Lenders, (c) each Issuing   Bank, (d) each provider of Banking Services, to the extent the Banking Services Obligations in   respect thereof constitute Secured Obligations, (e) each counterparty to any Swap Agreement, to   the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of each   indemnification obligation undertaken by any Loan Party under any Loan Document, and (g) the   successors and assigns of each of the foregoing.     “Security Agreement” means that certain Pledge and Security Agreement (including any   and all supplements thereto), dated as of the date hereof, among the Loan Parties and the     





 







   29   DMSLIBRARY01:26808156.18   Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties,   and any other pledge or security agreement entered into, after the date of this Agreement by any   other Loan Party (as required by this Agreement or any other Loan Document) or any other   Person for the benefit of the Administrative Agent and the other Secured Parties, as the same   may be amended, restated, supplemented or otherwise modified from time to time.   “Senior Secured Debt” means, for any date of determination, (a) Parent’s and its   Subsidiaries’ consolidated Total Debt that is secured by a first priority Lien on any asset or   property of any Loan Party or any Subsidiary as of such; provided, however, that clause (i) of the   definition of “Indebtedness” shall be excluded for purposes of determining Senior Secured Debt.    “Senior Secured Debt to EBITDA Ratio”  means, on any date of determination, the ratio   of (a) Senior Secured Debt as of such date to (b) EBITDA for the most recently completed four   fiscal quarters then ended of Parent as of such date.   “Senior Secured Net Debt” means, for any date of determination, (a) Parent’s and its   Subsidiaries’ consolidated Total Debt that is secured by a first priority Lien on any asset or   property of any Loan Party or any Subsidiary as of such date minus (b) the sum of (x) the total   amount of unrestricted cash and cash equivalents located in the United States plus (y) 65% of the   sum of  cash equivalents and unrestricted cash located outside of the United States  (in each case   as defined in and set forth on the consolidated financial statements of Parent for the previous   fiscal quarter or year for which financial statements have been delivered pursuant to Section   5.01(a) or (b)) of Parent and its Subsidiaries, to the extent the sum of clauses (x) and (y) is in   excess of the Equivalent Amount of $15,000,000, in each case, as determined in accordance with   GAAP; provided, however, that clause (i) of the definition of “Indebtedness” shall be excluded   for purposes of determining Senior Secured Net Debt.    “Senior Secured Net Debt to EBITDA Ratio”  means, on any date of determination, the   ratio of (a) Senior Secured Net Debt as of such date to (b) EBITDA for the most recently   completed four fiscal quarters then ended of Parent as of such date.   “Significant Subsidiary” means (a) each Material Subsidiary and (b) such other   Subsidiaries, as determined from time to time by Parent, that, when taken together with the Loan   Parties and the Material Subsidiaries, hold 85% or more of the consolidated assets or generate   85% or more of consolidated EBITDA of Parent, in each case of clauses (a) and (b), calculated   as of the most recent fiscal period for which the Administrative Agent shall have received   financial statements required to be delivered pursuant to Sections 5.01(a) and (b).   “Solvent” means, as to any Person: (a) the fair value of the assets of such Person, at a fair   valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the   present fair saleable value of the property of such Person will be greater than the amount that   will be required to pay the probable liability of its debts and other liabilities, subordinated,   contingent or otherwise, as such debts and other liabilities become absolute and matured; (c)   such Person will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as   such debts and liabilities become absolute and matured; and (d) such Person will not have   unreasonably small capital with which to conduct the business in which it is engaged as such   business is now conducted and is proposed to be conducted after the Effective Date.     





 







   30   DMSLIBRARY01:26808156.18   “Spot Rate” for a currency means (a) for any Computation Date ending on the last day of   a fiscal quarter (except in the case of any determination of the Spot Rate used in the calculation   of the Equivalent Amount in connection with or pursuant to any terms, conditions or other   provisions located in Article II herein), the rate used by Parent in preparing its financial   statements in accordance with GAAP and (b) for all other purposes, the rate quoted by the   Administrative Agent as the spot rate for the purchase by the Administrative Agent of such   currency with another currency through its foreign exchange office at approximately 11:00 a.m.   (New York time) on the date two (2) Business Days prior to the date as of which the foreign   exchange computation is made.   “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of   which is the number one and the denominator of which is the number one minus the aggregate of   the maximum reserve percentage (including any marginal, special, emergency or supplemental   reserves) expressed as a decimal established by the Board to which the Administrative Agent is   subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to   as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentage shall   include those imposed pursuant to such Regulation D.  Eurodollar Loans shall be deemed to   constitute eurocurrency funding and to be subject to such reserve requirements without benefit of   or credit for proration, exemptions or offsets that may be available from time to time to any   Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall   be adjusted automatically on and as of the effective date of any change in any reserve   percentage.   “subsidiary” means, with respect to any Person (the “parent”) at any date, any   corporation, limited liability company, partnership, association or other entity the accounts of   which would be consolidated with those of the parent in the parent’s consolidated financial   statements if such financial statements were prepared in accordance with GAAP as of such date,   as well as any other corporation, limited liability company, partnership, association or other   entity (a) of which securities or other ownership interests representing more than 50% of the   equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than   50% of the general partnership interests are, as of such date, owned, controlled or held, or   (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the   parent or by the parent and one or more subsidiaries of the parent.   “Subsidiary” means any direct or indirect subsidiary of any Borrower; provided,   however, from and after the occurrence of a Bankruptcy Action with respect to SWM Brazil or P   de Mal to the extent such Bankruptcy Action was permitted under Section 6.03(a)(v), SWM   Brazil and/or P de Mal, as applicable, shall not be deemed to be a Subsidiary under this   Agreement and the other Loan Documents for purposes of compliance with Article III, Article V,   Article VI (other than Section 6.10 therein) and Article VII herein.    “Subsidiary Guaranty” means that certain Amended and Restated Subsidiary Guaranty   (including any and all supplements thereto), dated as of the date hereof, by the Loan Guarantors   in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other   Secured Parties, as the same may be amended, restated, supplemented or otherwise modified   from time to time.       





 







   31   DMSLIBRARY01:26808156.18   “Swap Agreement” means any agreement with respect to any swap, forward, future or   derivative transaction or option or similar agreement involving, or settled by reference to, one or   more rates, currencies, commodities, equity or debt instruments or securities, or economic,   financial or pricing indices or measures of economic, financial or pricing risk or value or any   similar transaction or any combination of these transactions; provided that no phantom stock or   similar plan providing for payments only on account of services provided by current or former   directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Swap   Agreement.   “Swap Agreement Obligations” means any and all obligations of the Loan Parties and   their Subsidiaries, whether absolute or contingent and howsoever and whensoever created,   arising, evidenced or acquired (including all renewals, extensions and modifications thereof and   substitutions therefor), under (a) any and all Swap Agreements with any Person that was a   Lender or an Affiliate of a Lender at the time of making such Swap Agreement Obligations (or   such Swap Agreement Obligations in existence as of the Effective Date), and (b) any and all   cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement   transaction.   “Swingline Commitment” means as to any Lender (i) the amount set forth opposite such   Lender’s name on Schedule 2.01B hereof or (ii) if such Lender has entered into an Assignment   and Acceptance, the amount set forth for such Lender as its Swingline Commitment in the   Register maintained by the Administrative Agent pursuant to Section 9.04(b)(iv). The aggregate   amount of the Swingline Commitment as of the Effective Date is $50,000,000.    “Swingline Exposure” means, at any time, the aggregate principal amount of all   Swingline Loans in U.S. Dollars outstanding at such time.  The Swingline Exposure of any   Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline   Exposure at such time  other than with respect to any Swingline Loans made by such Lender in   its capacity as a Swingline Lender and (b), the aggregate principal amount of all Swingline   Loans made by such Lender as a Swingline Lender outstanding at such time (less the amount of   participations funded by the other Lenders in such Swingline Loans).   “Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as a lender of   Swingline Loans hereunder, and its successors and assigns in such capacity.   “Swingline Loan” means a Loan made pursuant to Section 2.05.   “SWM Brazil” means Schweitzer-Mauduit do Brasil, S.A.   “SWM Holdco 1” has the meaning set forth in the preamble to this Agreement.    “SWM Luxembourg” has the meaning assigned to such term in the preamble to this   Agreement.   “Tangible Net Worth” means, as of any date for Parent and its Subsidiaries on a   consolidated basis, the sum of (a) the par value (or value stated on the books of Parent) of the   capital stock of all classes of Parent, plus (b) the additional paid-in capital of Parent, plus (c) the   amount of the surplus and retained earnings whether capital or earned, of Parent, all determined     





 







   32   DMSLIBRARY01:26808156.18   on a consolidated basis in accordance with GAAP, excluding, however, (i) the value of any   redeemable preferred stock or similar capital stock of Parent, and (ii) accumulated other   comprehensive income, minus (d) the absolute value of treasury stocks, minus (e) the sum of the   value indicated on Parent’s balance sheet of the following items: patents, trademarks, copyrights,   deferred charges (excluding deferred taxes), deferred credits (excluding deferred revenues),   goodwill and other intangible assets.   “Target” means the Person, or business or substantially all of the assets of a Person,   proposed to be acquired pursuant to a Permitted Acquisition.   “TARGET Day” means any day on which the Trans-European Automated Real-time   Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system   ceases to be operative, such other payment system (if any) determined by the Administrative   Agent to be a suitable replacement) is open for the settlement of payments in Euro.   “Taxes” means all present or future taxes, levies, imposts, duties, deductions,   withholdings (including backup withholding), assessments, fees or other charges imposed by any   Governmental Authority, including any interest, additions to tax or penalties applicable thereto.   “Term Loan A-1” means a Loan made pursuant to Section 2.01(c).   “Term Loan A-2” means a Loan made pursuant to Section 2.01(d).    “Term Loan A-1 Commitment” means, with respect to each Lender, the commitment of   such Lender to make a Term Loan A-1 hereunder, as such commitment may be reduced or   increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such   Lender pursuant to Section 9.04. The initial amount of each Lender’s Term Loan A-1   Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to   which such Lender shall have assumed its Term Loan A-1 Commitment, as applicable. The   initial aggregate amount of the Lenders’ Term Loan A-1 Commitments is $100,000,000.   “Term Loan A-2 Commitment” means, with respect to each Lender, the commitment of   such Lender to make a Term Loan A-2 hereunder, as such commitment may be reduced or   increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such   Lender pursuant to Section 9.04.  The initial amount of each Lender’s Term Loan A-2   Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to   which such Lender shall have assumed its Term Loan A-2 Commitment, as applicable. The   initial aggregate amount of the Lenders’ Term Loan A-2 Commitments is $250,000,000.   “Term Loan A-1 Lender” means a Lender with a Term Loan A-1 Commitment.   “Term Loan A-2 Lender” means a Lender with a Term Loan A-2 Commitment.   “Term Loan A-1 Maturity Date” means October 28, 2020.   “Term Loan A-2 Maturity Date” means October 28, 2022.   “Term Loan Refinancing” means any new term loan borrowed pursuant to Section   2.09(d) the proceeds of which are used to prepay the Term Loan A-1, Term Loan A-2 or Term     





 







   33   DMSLIBRARY01:26808156.18   Loans and such prepayment is made on the date such new term loan is incurred pursuant to the   terms hereof.    “Term Loans” means, collectively, the Term Loan A-1s and Term Loan A-2s.   “Total Debt” means, at any date, all Indebtedness of Parent and its Subsidiaries at such   date, on a consolidated basis, calculated in accordance with GAAP.   “Total Revolving Credit Exposure” means, the sum of the outstanding principal amount   of the Dollar Equivalent of all Lenders’ Revolving Loans, their LC Exposure and their Swingline   Exposure at such time; provided, that clause (a) of the definition of Swingline Exposure shall   only be applicable to the extent Lenders shall have funded their respective participations in the   outstanding Swingline Loans.   “Transactions” means the execution, delivery and performance by the Loan Parties of   the Loan Documents, the consummation of the Argotec Acquisition, the borrowing of Loans, the   use of the proceeds thereof and the issuance of Letters of Credit hereunder.   “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of   interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to   the Adjusted LIBO Rate or the Alternate Base Rate.   “United States Dollars”, “U.S. Dollars”, “dollars” or “$” refers to lawful money of the   United States of America.   “U.S. Borrower” has the meaning set forth in the preamble to this Agreement.    “U.S. Loan Party” means any Loan Party that is organized under the laws of the United   States, any State or commonwealth thereof (not including any territory or possession thereof) or   the District of Columbia.    “U.S. Person” means a “United States person” within the meaning of   Section 7701(a)(30) of the Code.   “U.S. Revolving Commitment” means, with respect to each Lender, the commitment, if   any, of such Lender to make U.S. Revolving Loans and to acquire participations in Letters of   Credit issued in and Swingline Loans made in U.S. Dollars hereunder, as such commitment may   be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or   to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s U.S. Revolving   Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to   which such Lender shall have assumed its Revolving Commitment, as applicable. The initial   aggregate amount of the Lenders’ U.S. Revolving Commitments is $650,000,000.   “U.S. Revolving Credit Exposure” means, with respect to any U.S. Revolving Credit   Lender at any time, the sum of the outstanding principal amount of such Lender’s U.S.   Revolving Loans, its Swingline Exposure and its LC Exposure (with respect to Letters of Credit   issued in U.S. Dollars) at such time.     





 







   34   DMSLIBRARY01:26808156.18   “U.S. Revolving Credit Lender” means a Lender with a U.S. Revolving Commitment or,   if the U.S. Revolving Commitments have terminated or expired, a Lender with U.S. Revolving   Credit Exposure.   “U.S. Revolving Loan” means a Loan made pursuant to Section 2.01(a).   “U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section   2.17(f)(ii)(B)(3).   “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete   or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of   Subtitle E of Title IV of ERISA.   Section 1.02. Classification of Loans and Borrowings.  For purposes of this Agreement,   Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a   “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”).  Borrowings   also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g.,   a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).   Section 1.03. Terms Generally.  The definitions of terms used herein shall apply equally   to the singular and plural forms of the terms defined herein.  Whenever the context may require,   any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words   “include”, “includes” and “including” shall be deemed to be followed by the phrase “without   limitation”.  The word “will” shall be construed to have the same meaning and effect as the word   “shall”.  Unless the context requires otherwise (a) any definition of or reference to any   agreement, instrument or other document herein shall be construed as referring to such   agreement, instrument or other document as from time to time amended, supplemented or   otherwise modified (subject to any restrictions on such amendments, supplements or   modifications set forth herein), (b) any reference herein to any Person shall be construed to   include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”,   and words of similar import, shall be construed to refer to this Agreement in its entirety and not   to any particular provision hereof, (d) all references herein to Articles, Sections, clauses, sub-   clauses, Exhibits and Schedules shall be construed to refer to Articles, Sections, clauses and sub-   clauses of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and   “property” shall be construed to have the same meaning and effect and to refer to any and all   tangible and intangible assets and properties, including cash, securities, accounts and contract   rights.   Section 1.04. Accounting Terms; GAAP.  Except as otherwise expressly provided   herein, all terms of an accounting or financial nature shall be construed in accordance with   GAAP, as in effect from time to time; provided that (a) if the Borrowers notify the   Administrative Agent that Borrowers request an amendment to any provision hereof to eliminate   the effect of any change occurring after the date hereof in GAAP or in the application thereof on   the operation of such provision (or if the Administrative Agent notifies the Borrowers that the   Required Lenders request an amendment to any provision hereof for such purpose), regardless of   whether any such notice is given before or after such change in GAAP or in the application   thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied   immediately before such change shall have become effective until such notice shall have been     





 







   35   DMSLIBRARY01:26808156.18   withdrawn or such provision amended in accordance herewith and (b) obligations relating to a   lease that were (or would be) classified and accounted for by Parent and its Subsidiaries as an   operating lease under GAAP as in effect on the Effective Date shall continue to be classified and   accounted for as obligations relating to an operating lease and not as a capitalized lease.   Notwithstanding the preceding sentence, the calculation of liabilities shall not include any fair   value adjustments to the carrying value of liabilities to record such liabilities at fair value   pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known   as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB   standards allowing entities to elect fair value option for financial liabilities.  Accordingly, the   amount of liabilities shall be the historical cost basis, which generally is the contractual amount   owed adjusted for amortization or accretion of any premium or discount.   Section 1.05. Currency Equivalents.  For purposes of determining in any currency any   amount outstanding in another currency, the Equivalent Amount of such currency on the date of   any such determination shall be used.  The Administrative Agent or Parent, as applicable, shall   determine the Spot Rates as of each Computation Date to be used for calculating the Equivalent   Amounts in U.S. Dollars or Offshore Currencies, as applicable.  Such Spot Rates shall become   effective as of such Computation Date and shall be the Spot Rates employed in converting any   amounts between the applicable currencies until the next Computation Date to occur.   ARTICLE  II.      THE CREDITS   Section 2.01. Commitments.  Subject to the terms and conditions set forth herein, each   Lender agrees, severally and not jointly, as follows:   (a) each U.S. Revolving Credit Lender agrees, severally and not jointly, to   make U.S. Revolving Loans to each Borrower, at any time and from time to time during the   Availability Period, in an aggregate principal amount at any such time outstanding that will not   result in (i) such Lender’s U.S. Revolving Credit Exposure (plus the aggregate amount of such   Lender’s EUR Revolving Credit Exposure) exceeding such Lender’s U.S. Revolving   Commitment, or (ii) the sum of the total Revolving Credit Exposures exceeding the total   Revolving Commitments.  Within the foregoing limits and subject to the terms and conditions set   forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans;    (b) each EUR Revolving Credit Lender agrees, severally and not jointly, to   make EUR Revolving Loans to each Borrower at any time and from time to time during the   Availability Period, in an aggregate principal amount at any such time outstanding that will not   result in (i) such Lender’s EUR Revolving Credit Exposure exceeding such Lender’s EUR   Revolving Commitment, (ii) such Lender’s U.S. Revolving Credit Exposure exceeding such   Lender’s U.S. Revolving Commitment or (iii) the sum of the total Revolving Credit Exposures   exceeding the total Revolving Commitments. Within the foregoing limits and subject to the   terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow EUR   Revolving Loans;      





 







   36   DMSLIBRARY01:26808156.18   (c) each Term Loan A-1 Lender agrees, severally and not jointly, to make a   Term Loan A-1 to the U.S. Borrower on the Effective Date, in an amount equal to such Lender’s   Term Loan A-1 Commitment. Amounts repaid or prepaid in respect of the Term Loan A-1 may   not be reborrowed; and    (d) each Term Loan A-2 Lender agrees, severally and not jointly, to make a   Term Loan A-2 to the U.S. Borrower on the Effective Date, in an amount equal to such Lender’s   Term Loan A-2 Commitment. Amounts repaid or prepaid in respect of the Term Loan A-2 may   not be reborrowed.    Section 2.02. Loans and Borrowings.  (a)  Each Loan (other than a Swingline Loan)   shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by   the Lenders ratably in accordance with their respective Commitments of the applicable Class;   provided that, the Administrative Agent may allocate (or re-allocate) any U.S. Revolving Loans   and/or EUR Revolving Loans on a non-pro rata basis on any Computation Date to the extent the   failure to so allocate (or re-allocate) on a non-pro rata basis would cause the Revolving Credit   Exposure of any Lender to exceed its Revolving Commitment. Any Swingline Loan shall be   made in accordance with the procedures set forth in Section 2.05.  The failure of any Lender to   make any Loan required to be made by it shall not relieve any other Lender of its obligations   hereunder; provided that the Commitments of the Lenders are several and no Lender shall be   responsible for any other Lender’s failure to make Loans as required.   (b) Subject to Section 2.14, each Revolving Borrowing and Term Loan   Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrowers may   request in accordance herewith; provided that (i) all Loans (other than Swingline Loans) in an   Offshore Currency shall be a Eurodollar Loan and (ii) all U.S. Revolving Loans made to a   Foreign Borrower shall be a Eurodollar Loan.  Each Swingline Loan shall be an ABR Loan.    Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign   branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option   shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with   the terms of this Agreement.   (c) At the commencement of each Interest Period for any Eurodollar   Borrowing, such Borrowing shall be in U.S. Dollars or in an Offshore Currency, in an aggregate   amount of (i) in connection with a U.S. Revolving Loan, not less than $5,000,000 and an integral   multiple of $1,000,000 thereof, and (ii) in connection with a EUR Revolving Loan, not less than   €5,000,000 and an integral multiple of €1,000,000 thereof. At the time that each ABR Borrowing   is made, such Borrowing shall be in U.S. Dollars in an aggregate amount that is not less than   $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is   equal to the entire unused balance of the total Revolving Commitments or that is required to   finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each   Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than   $100,000. Borrowings of more than one Type and Class may be outstanding at the same time;   provided that there shall not at any time be more than a total of ten (10) Eurodollar Borrowings   outstanding with respect to the EUR Revolving Loans, U.S. Revolving Loans and Term Loans.   The Equivalent Amount in Euros of each EUR Revolving Loan shall be recalculated hereunder     





 







   37   DMSLIBRARY01:26808156.18   on each date on which it shall be necessary to determine the amount of any Loan or Loans   outstanding hereunder on such date.     (d) Notwithstanding any other provision of this Agreement, the Borrowers   shall not be entitled to request, or to elect to convert or continue, any Interest Period with respect   to (i) a Revolving Borrowing if such Interest Period would end after the Revolving Maturity   Date, (ii) a Term Loan A-1 Borrowing if such Interest Period would end after the Term Loan A-1   Maturity Date and (iii) a Term Loan A-2 Borrowing if such Interest Period would end after the   Term Loan A-2 Maturity Date.    (e) All U.S. Revolving Loans and Swingline Loans made to the Borrowers   shall be made in U.S. Dollars. All EUR Revolving Loans made to the Borrowers shall be made   in Euros.   Section 2.03. Requests for Revolving Borrowings.  To request a Borrowing, the   applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the   case of a Eurodollar Borrowing in U.S. Dollars, not later than 11:00 a.m., New York City time,   three (3) Business Days before the date of the proposed Borrowing, (b) in the case of a   Eurodollar Borrowing in Euros, not later than 11:00 a.m., London time, three (3) Business Days   before the date of the proposed Borrowing, or (c) in the case of an ABR Borrowing, not later   than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any   such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC   Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m.,   New York City time, on the date of the proposed Borrowing.  Each such telephonic Borrowing   Request shall be irrevocable and shall be confirmed promptly by hand delivery, electronic mail   or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by   the Administrative Agent and signed by the applicable Borrower.  Each such telephonic and   written Borrowing Request shall specify the following information in compliance with Section   2.02:   (i) whether the Loans comprising such Borrowing are U.S. Revolving Loans, EUR   Revolving Loans, Term Loan A-1s or Term Loan A-2s;   (ii) the aggregate amount of the requested Borrowing and the currency of the   requested Borrowing (which in each case shall be in accordance with Section 2.02);   (iii) the date of the requested Borrowing, which shall be a Business Day;   (iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;   (v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable   thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and   (vi) the location and number of such Borrower’s account to which funds are to be   disbursed, which shall comply with the requirements of Section 2.07.   If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an   ABR Borrowing; provided, that if such Borrowing is denominated in Euros it shall be an     





 







   38   DMSLIBRARY01:26808156.18   Eurodollar Borrowing with an Interest Period of one (1) month’s duration.  If no Interest Period   is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrowers   shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly   following receipt of a  Borrowing Request in accordance with this Section, the Administrative   Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to   be made as part of the requested Borrowing.   Section 2.04. Reserved.    Section 2.05. Swingline Loans.  (a)  Subject to the terms and conditions set forth herein,   from time to time during the Availability Period,  the Swingline Lender may, in its sole and   absolute discretion, make Swingline Loans in U.S. Dollars to the U.S. Borrower in an aggregate   principal amount in U.S. Dollars at any time outstanding that will not result in (i) the aggregate   principal amount of outstanding Swingline Loans made by the Swingline Lender exceeding the   Swingline Lender’s Swingline Commitment and  (ii) the Swingline Lender’s Revolving Credit   Exposure  exceeding its Revolving Commitment.  Within the foregoing limits and subject to the   terms and conditions set forth herein, the U.S. Borrower may borrow, prepay and reborrow   Swingline Loans.   (b) To request a Swingline Loan, the U.S. Borrower shall notify the   Administrative Agent of such request by telephone (confirmed by telecopy or electronic mail),   not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan.  Each   such notice shall be irrevocable and shall specify the requested date (which shall be a Business   Day) and amount of the requested Swingline Loan.  The Administrative Agent will promptly   advise the Swingline Lender of any such notice received from the U.S. Borrower.  The Swingline   Lender will promptly notify the U.S. Borrower of its consent or refusal to make such Swingline   Loan. To the extent the Swingline Lender agrees to make such Swingline Loan, it shall make the   requested  Swingline Loan available to the U.S. Borrower to the location and number of the U.S.   Borrower’s account to which funds are to be disbursed as the U.S. Borrower shall designate in its   request (or, in the case of a Swingline Loan made to finance the reimbursement of an LC   Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m.,   New York City time, on the requested date of such Swingline Loan.   (c) The Swingline Lender may by written notice given to the Administrative   Agent require the Revolving Lenders to acquire participations in all or a portion of its Swingline   Loans outstanding.  Such notice shall specify the aggregate amount of Swingline Loans in which   the Revolving Lenders will participate.  Promptly upon receipt of such notice, the Administrative   Agent will give notice thereof to each Revolving Lender, specifying in such notice such   Revolving Lender’s Applicable Percentage of such Swingline Loans.  Each Revolving Lender   hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the   Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City   time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and   if received after 12:00 noon, New York City time, on a Business Day shall mean no later than   10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the   Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s   Applicable Percentage of such Swingline Loans.  Each Revolving Lender acknowledges and   agrees that its obligation to acquire participations in Swingline Loans pursuant to this     





 







   39   DMSLIBRARY01:26808156.18   paragraph is absolute and unconditional and shall not be affected by any circumstance   whatsoever, including the occurrence and continuance of a Default or reduction or termination of   the Commitments, and that each such payment shall be made without any offset, abatement,   withholding or reduction whatsoever.  Each Revolving Lender shall comply with its obligation   under this paragraph by wire transfer of immediately available funds, in the same manner as   provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section   2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and   the Administrative Agent shall promptly pay to such Swingline Lender the amounts so received   by it from the Revolving Lenders. The Administrative Agent shall notify the U.S. Borrower of   any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter   payments in respect of such Swingline Loan shall be made to the Administrative Agent and not   to the Swingline Lender.  Any amounts received by the Swingline Lender from the U.S.   Borrower (or other party on behalf of the U.S. Borrower) in respect of a Swingline Loan after   receipt by the  Swingline Lender of the proceeds of a sale of participations therein shall be   promptly remitted to the Administrative Agent; any such amounts received by the Administrative   Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that   shall have made their payments pursuant to this paragraph and to the  Swingline Lender, as their   interests may appear; provided that any such payment so remitted shall be repaid to the   Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such   payment is required to be refunded to the U.S. Borrower for any reason.  The purchase of   participations in a Swingline Loan pursuant to this paragraph shall not relieve the U.S. Borrower   of any default in the payment thereof.           Section 2.06. Letters of Credit.  (a)  General.  Subject to the terms and conditions set   forth herein, any Borrower may request the issuance of Letters of Credit in U.S. Dollars or any   Offshore Currency, for the account of such Borrower (or for the joint account of U.S. Borrower,   SWM Luxembourg, SWM Holdco 1 and/or a Subsidiary designated by either such Borrower), in   a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and   from time to time during the Availability Period.  In the event of any inconsistency between the   terms and conditions of this Agreement and the terms and conditions of any form of letter of   credit application or other agreement submitted by any Borrower to, or entered into by any   Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this   Agreement shall control. Letters of Credit issued, amended, renewed or extended hereunder at   the request of the applicable Borrower shall be issued in U.S. Dollars or Euros, as requested by   such Borrower, and shall constitute utilization of the U.S. Revolving Commitments and/or EUR   Revolving Commitments, as applicable. Notwithstanding anything herein to the contrary, the   Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit   the proceeds of which would be made available to any Person (i) to fund any activity or business   of or with any Sanctioned Person, or in any country or territory that, at the time of such funding,   is the subject of any Sanctions or (ii) in any manner that would result in a violation of any   Sanctions by any party to this Agreement.   (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.    To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an   outstanding Letter of Credit), the Borrower requesting such Letter of Credit (or amendment,   renewal or extension of an outstanding Letter of Credit) (the “LC Borrower”) shall hand deliver   or telecopy (or transmit by electronic communication, if arrangements for doing so have been     





 







   40   DMSLIBRARY01:26808156.18   approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in   advance of the requested date of issuance, amendment, renewal or extension, but in any event no   less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or   identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of   issuance, amendment, renewal or extension (which shall be a Business Day), the date on which   such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the   amount of such Letter of Credit and whether such amount will be in U.S. Dollars or Euros, the   name and address of the beneficiary thereof and such other information as shall be necessary to   prepare, amend, renew or extend such Letter of Credit.  If requested by the Issuing Bank, the LC   Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in   connection with any request for a Letter of Credit.  A Letter of Credit shall be issued, amended,   renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter   of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to   such issuance, amendment, renewal or extension (i) the total U.S. Revolving Credit Exposure   shall not exceed total U.S. Revolving Commitments, (ii) the U.S. Revolving Credit Exposure of   any Lender (plus such Lender’s EUR Revolving Credit Exposure) shall not exceed such   Lender’s U.S. Revolving Commitment, (iii) the total EUR Revolving Credit Exposure shall not   exceed total EUR Revolving Commitments, (iv) the EUR Revolving Credit Exposure of any   Lender shall not exceed such Lender’s EUR Revolving Commitment, (v) the total LC Exposure   shall not exceed the Letter of Credit Commitment, (vi) the sum of the total Revolving Credit   Exposures shall not exceed the total Commitments and (vii) the Revolving Credit Exposure of   any Lender shall not exceed such Lender’s Commitment.  The Borrowers may, at any time and   from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent   of such Issuing Bank; provided that the Borrowers shall not reduce the Letter of Credit   Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth   in clauses (i) through (vi) above shall not be satisfied.   (c) Expiration Date.  Each Letter of Credit shall expire (or be subject to non-   renewal by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of   business on the earlier of (i) the date one (1) year after the date of the issuance of such Letter of   Credit (or, in the case of any renewal or extension thereof, one (1) year after such renewal or   extension) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date.   (d) Participations.  By the issuance of a Letter of Credit (or an amendment to   a Letter of Credit increasing the amount thereof) and without any further action on the part of the   Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving   Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in   such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate   amount available to be drawn under such Letter of Credit.  In consideration and in furtherance of   the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the   Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Applicable   Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the LC   Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement   payment required to be refunded to the LC Borrower for any reason.  Each Revolving Lender   acknowledges and agrees that its obligation to acquire participations pursuant to this   paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected   by any circumstance whatsoever, including any amendment, renewal or extension of any Letter     





 







   41   DMSLIBRARY01:26808156.18   of Credit or the occurrence and continuance of a Default or reduction or termination of the   Commitments, and that each such payment shall be made without any offset, abatement,   withholding or reduction whatsoever.         (e) Reimbursement.  If the Issuing Bank shall make any LC Disbursement in   respect of a Letter of Credit, the LC Borrower shall reimburse such LC Disbursement by paying   to the Administrative Agent an amount equal to such LC Disbursement in U.S. Dollars or Euros,   as applicable, based on the currency of such LC Disbursement, not later than 12:00 noon,   New York City time (or London time in the case of a LC Disbursement in Euros), on the date   that such LC Disbursement is made, if the LC Borrower shall have received notice of such LC   Disbursement prior to 10:00 a.m., New York City time (or London time in the case of a LC   Disbursement in Euros), on such date, or, if such notice has not been received by the LC   Borrower prior to such time on such date, then not later than 12:00 noon, New York City time   (or London time in the case of a LC Disbursement in Euros), on the Business Day immediately   following the day that the LC Borrower receives such notice, if such notice is not received prior   to such time on the day of receipt; provided that the LC Borrower may, subject to the conditions   to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.05 that such   payment be financed with an ABR Revolving Borrowing or a Swingline Loan (or if such LC   Disbursement was made in an Offshore Currency, as a Eurodollar Loan with an Interest Period   of one month) in an equivalent amount and, to the extent so financed, the LC Borrower’s   obligation to make such payment shall be discharged and replaced by the resulting ABR   Revolving Borrowing, Swingline Loan or Eurodollar Loan, as applicable.  If the LC Borrower   fails to make such payment when due, the Administrative Agent shall notify each Revolving   Lender of the applicable LC Disbursement, the payment then due from the LC Borrower in   respect thereof and such Revolving Lender’s Applicable Percentage thereof.  Promptly following   receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its   Applicable Percentage of the payment then due from the LC Borrower, in the same manner as   provided in Section 2.07 with respect to Revolving Loans made by such Revolving Lender (and   Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the   Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from   the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment   from the LC Borrower pursuant to this paragraph, the Administrative Agent shall distribute such   payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments   pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and   the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender   pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than   the funding of ABR Revolving Loans, Eurodollar Loans or a Swingline Loan as contemplated   above) shall not constitute a Loan and shall not relieve the LC Borrower of its obligation to   reimburse such LC Disbursement.          (f) Obligations Absolute.  The Borrowers’ obligation to reimburse LC   Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and   irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under   any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability   of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any   draft or other document presented under a Letter of Credit proving to be forged, fraudulent or   invalid in any respect or any statement therein being untrue or inaccurate in any respect,     





 







   42   DMSLIBRARY01:26808156.18   (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other   document that does not comply with the terms of such Letter of Credit, or (iv) any other event or   circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the   provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff   against, the LC Borrower’s obligations hereunder.  Neither the Administrative Agent, the   Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or   responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit   or any payment or failure to make any payment thereunder (irrespective of any of the   circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or   delay in transmission or delivery of any draft, notice or other communication under or relating to   any Letter of Credit (including any document required to make a drawing thereunder), any error   in interpretation of technical terms or any consequence arising from causes beyond the control of   the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank   from liability to the LC Borrower to the extent of any direct damages (as opposed to special,   indirect, consequential or punitive damages, claims in respect of which are hereby waived by the   LC Borrower to the extent permitted by applicable law) suffered by the LC Borrower that are   caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other   documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto   expressly agree that, in the absence of gross negligence or willful misconduct on the part of the   Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall   be deemed to have exercised care in each such determination.  In furtherance of the foregoing   and without limiting the generality thereof, the parties hereto agree that, with respect to   documents presented which appear on their face to be in substantial compliance with the terms of   a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment   upon such documents without responsibility for further investigation, regardless of any notice or   information to the contrary, or refuse to accept and make payment upon such documents if such   documents are not in strict compliance with the terms of such Letter of Credit.   (g) Disbursement Procedures.  The Issuing Bank shall, promptly following its   receipt thereof, examine all documents purporting to represent a demand for payment under a   Letter of Credit.  The Issuing Bank shall promptly notify the Administrative Agent and the LC   Borrower by telephone (confirmed by telecopy or electronic mail) of such demand for payment   and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided   that any failure to give or delay in giving such notice shall not relieve the LC Borrower of its   obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC   Disbursement.    (h) Interim Interest.  If the Issuing Bank shall make any LC Disbursement,   then, unless the LC Borrower shall reimburse such LC Disbursement in full on the date such LC   Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and   including the date such LC Disbursement is made to, but excluding the date that the LC   Borrower reimburses such LC Disbursement at the rate per annum then applicable to   ABR Revolving Loans; provided, that if the LC Borrower fails to reimburse such LC   Disbursement when due pursuant to paragraph (e) of this Section, then (x) Section 2.13(d) shall   apply and (y) if any LC Disbursement in an Offshore Currency for which the applicable   Revolving Lenders have purchased and funded participation interests as provided in Section   2.06(d) above remains outstanding for more than a period of two (2) weeks after the date upon     





 







   43   DMSLIBRARY01:26808156.18   which the funding of such participations was required as set forth above, such LC Disbursement   shall automatically accrue interest as a Eurodollar Loan with an Interest Period of one (1) month   immediately upon the two (2) week anniversary of the required participation funding date.    Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except   that interest accrued on and after the date of payment by any Revolving Lender pursuant to   paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such   Lender to the extent of such payment.    (i) Replacement of the Issuing Bank.  The Issuing Bank may be replaced at   any time by written agreement among the Borrowers, the Administrative Agent, the replaced   Issuing Bank and the successor Issuing Bank.  The Administrative Agent shall notify the   Revolving Lenders of any such replacement of the Issuing Bank.  At the time any such   replacement shall become effective, the LC Borrower shall pay all unpaid fees accrued for the   account of the replaced Issuing Bank pursuant to Section 2.12(b).  From and after the effective   date of any such replacement, (i) the successor Issuing Bank shall have all the rights and   obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be   issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to   such successor or to any previous Issuing Bank, or to such successor and all previous Issuing   Banks, as the context shall require.  After the replacement of an Issuing Bank hereunder, the   replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and   obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it   prior to such replacement, but shall not be required to issue additional Letters of Credit.    (j) Cash Collateralization.  If any Event of Default shall occur and be   continuing, on the Business Day that the LC Borrower receives notice from the Administrative   Agent or the Required Lenders (or, if the maturity of the Revolving Loans has been accelerated,   Lenders with LC Exposure representing at least a majority of the total LC Exposure) demanding   the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an   account with the Administrative Agent, in the name of the Administrative Agent and for the   benefit of the Revolving Lenders (the “LC Collateral Account”) an amount in cash in the   applicable currency equal to 103% of the LC Exposure as of such date plus any accrued and   unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become   effective immediately, and such deposit shall become immediately due and payable, without   demand or other notice of any kind, upon the occurrence of any Event of Default with respect to   any Borrower described in clause (h) or (i) of Article VII.  Such deposit shall be held by the   Administrative Agent as collateral for the payment and performance of the obligations of the   Borrowers under this Agreement.  The Administrative Agent shall have exclusive dominion and   control, including the exclusive right of withdrawal, over such account and the Borrowers hereby   grant to the Administrative Agent a security interest in the LC Collateral Account.  Other than   any interest earned on the investment of such deposits, which investments shall be made at the   option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense,   such deposits shall not bear interest.  Interest or profits, if any, on such investments shall   accumulate in such account.  Moneys in such account shall be applied by the Administrative   Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed   and, to the extent not so applied, shall be held for the satisfaction of the reimbursement   obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the   Revolving Loans has been accelerated (but subject to the consent of Lenders with LC Exposure     





 







   44   DMSLIBRARY01:26808156.18   representing at least a majority of the total LC Exposure), be applied to satisfy other obligations   of the Borrowers under this Agreement. If the LC Borrower is required to provide an amount of   cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to   the extent not applied as aforesaid) shall be returned to LC Borrower within three (3) Business   Days after all Events of Default have been cured or waived.     Section 2.07. Funding of Borrowings.  (a)  Each Lender shall make each Loan to be   made by it hereunder on the proposed date thereof by wire transfer of immediately available   funds by 12:00 noon, New York City time (or London time in the case of a LC Disbursement in   Euros),  to the account of the Administrative Agent most recently designated by it for such   purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in   Section 2.05.  The Administrative Agent will make such Loans available to the Borrowers to an   account designated by the Borrowers in the applicable Borrowing Request; provided that   ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided   in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.   (b) Unless the Administrative Agent shall have received notice from a Lender   prior to the proposed date of any Borrowing that such Lender will not make available to the   Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may   assume that such Lender has made such share available on such date in accordance with   paragraph (a) of this Section and may, in reliance upon such assumption, make available to the   applicable Borrower a corresponding amount.  In such event, if a Lender has not in fact made its   share of the applicable Borrowing available to the Administrative Agent, then the applicable   Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith   on demand such corresponding amount, with interest thereon, for each day from and including   the date such amount is made available to such Borrower to, but excluding, the date of payment   to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds   Effective Rate and a rate determined by the Administrative Agent in accordance with banking   industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate   applicable to ABR Loans.  If such Lender pays such amount to the Administrative Agent, then   such amount shall constitute such Lender’s Loan included in such Borrowing.   Section 2.08. Interest Elections.  (a)  Each Borrowing initially shall be of the Type   specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall   have an initial Interest Period as specified in such Borrowing Request.  Thereafter, the Borrowers   may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in   the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this   Section.  The Borrowers may elect different options with respect to different portions of the   affected Borrowing, in which case each such portion shall be allocated ratably among the   Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such   portion shall be considered a separate Borrowing.  This Section shall not apply to Swingline   Borrowings, which may not be converted or continued.   (b) To make an election pursuant to this Section, the applicable Borrower   shall notify the Administrative Agent of such election by telephone by the time that a Borrowing   Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of   the Type resulting from such election to be made on the effective date of such election.  Each     





 







   45   DMSLIBRARY01:26808156.18   such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly   by hand delivery, telecopy or electronic mail to the Administrative Agent of a written Interest   Election Request in a form approved by the Administrative Agent and signed by the applicable   Borrower.   (c) Each telephonic and written Interest Election Request shall specify the   following information in compliance with Section 2.02:   (i) the Borrowing to which such Interest Election Request applies and, if   different options are being elected with respect to different portions thereof, the portions   thereof to be allocated to each resulting Borrowing (in which case the information to be   specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting   Borrowing);   (ii) the effective date of the election made pursuant to such Interest Election   Request, which shall be a Business Day;   (iii) whether the resulting Borrowing is to be an ABR Borrowing or a   Eurodollar Borrowing; and   (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to   be applicable thereto after giving effect to such election, which shall be a period   contemplated by the definition of the term “Interest Period”.   If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an   Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period   of one month’s duration.   (d) Promptly following receipt of an Interest Election Request, the   Administrative Agent shall advise each applicable Lender of the details thereof and of such   Lender’s portion of each resulting Borrowing.   (e) If the Borrowers fail to deliver a timely Interest Election Request with   respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then,   unless such Borrowing is repaid as provided herein, at the end of such Interest Period such   Borrowing shall be converted to an ABR Borrowing; provided, that if such Borrowing is   denominated in an Offshore Currency, such Borrowing shall instead be continued as a Eurodollar   Borrowing of the same Class with an Interest Period of one (1) month’s duration.   Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is   continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the   Borrowers, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may   be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar   Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable   thereto; provided, however, if such Borrowing is denominated in an Offshore Currency, such   Borrowing shall instead be continued as a Eurodollar Borrowing with an Interest Period of one   (1) month’s duration.     





 







   46   DMSLIBRARY01:26808156.18   Section 2.09. Termination, Reduction and Increase of Commitments; Removal of   Borrowers.  (a)  Unless previously terminated, (ii) the Term Loan A-1 Commitments and Term   Loan A-2 Commitments shall terminate immediately upon the funding of the Term Loan A-1s   and Term Loan A-2s, respectively, on the Effective Date and (ii) the Revolving Commitments   shall terminate on the Revolving Maturity Date.   (b) The Borrowers may at any time terminate the Revolving Commitments   upon (i) the payment in full in cash of all outstanding Revolving Loans, together with accrued   and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or   alternatively, with respect to each such Letter of Credit, the furnishing to the Issuing Bank with a   cash deposit (or at the discretion of the Issuing Bank a back-up standby letter of credit   satisfactory to the Issuing Bank) equal to 103% of the LC Exposure as of such date), (iii) the   payment in full in cash of the accrued and unpaid fees and (iv) the payment in full in cash of all   reimbursable expenses and all other Obligations in cash together with accrued and unpaid   interest thereon.  The Borrowers may from time to time reduce the Revolving Commitments of   any Class; provided that (i) each reduction of the Revolving Commitments shall be in an amount   that is an integral multiple of the Equivalent Amount of $1,000,000 and not less than the   Equivalent Amount of $5,000,000 and (ii) the Borrowers shall not terminate or reduce the   Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving   Loans in accordance with Section 2.11, (x) any Lender’s EUR Revolving Credit Exposure would   exceed such Lender’s EUR Revolving Commitment, (y) any Lender’s U.S. Revolving Credit   Exposure (plus the aggregate amount of such Lender’s EUR Revolving Credit Exposure) would   exceed such Lender’s U.S. Revolving Commitment or (z) the sum of the total Revolving Credit   Exposures would exceed the total Revolving Commitments.   (c) The Borrowers shall notify the Administrative Agent of any election to   terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least   three Business Days prior to the effective date of such termination or reduction, specifying such   election and the effective date thereof.  Promptly following receipt of any notice, the   Administrative Agent shall advise the Revolving Lenders of the contents thereof.  Each notice   delivered by the Borrowers pursuant to this Section shall be irrevocable; provided that a notice of   termination of the Revolving Commitments delivered by the Borrowers may state that such   notice is conditioned upon the effectiveness of other credit facilities, in which case such notice   may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the   specified effective date) if such condition is not satisfied. Any termination or reduction of the   Commitments shall be permanent.  Each reduction of the Revolving Commitments shall be made   ratably among the Revolving Lenders in accordance with their respective Revolving   Commitments.   (d) The Borrowers shall have the right (exercisable at any time and from time   to time) to increase the Commitments by obtaining additional Commitments in U.S. Dollars or   Euros, by up to an aggregate amount equal to the Equivalent Amount of $350,000,000, in the   form of a Revolving Loan, a Term Loan A-1, a Term Loan A-2 or a new term loan, either from   one or more of the Lenders or another lending institution acceptable to Administrative Agent;   provided that the aggregate amount of the proceeds of any Term Loan Refinancing shall be   excluded for purposes of calculating the aggregate amount of additional Commitments issued   pursuant to this Section 2.09(d); provided, further, that  (i) any such request for an increase shall     





 







   47   DMSLIBRARY01:26808156.18   be in a minimum amount equal to the Equivalent Amount of $25,000,000, (ii) any such new   Lender assumes all of the rights and obligations of a “Lender” hereunder, (iii) the procedures   described in Section 2.09(d), 2.09(e) and 2.09(f) have been satisfied, (iv) no Lender shall be   required or obligated to increase its commitment and (v) in the case of Loans to be made under a   new term loan facility (a “Term Loan Facility”), (A) this Agreement shall be amended, in form   and substance acceptable to the Administrative Agent, to reflect the addition of such Term Loan   Facility, (B) all Loans made under such Term Loan Facility shall have a weighted average life to   maturity not shorter than the remaining weighted average life to maturity of then-existing Term   Loan A-1s, (C) the interest margin for Loans made under such Term Loan Facility may be priced   differently than the Revolving Loans, the Term Loan A-1s, Term Loan A-2s and/or any other   loans made under the Term Loan Facility, (D) the Loans made under such Term Loan Facility   shall rank equally in right of payment with all other remaining Loans, including, without   limitation, pursuant to Section 2.18 of this Agreement (unless otherwise agreed by the Lenders   making Loans under the Term Loan Facility), and (E) any other terms and provisions applicable   to such Term Loan Facility (including, without limitation, the terms and provisions relating to   repayments and prepayments with respect to Loans made under such Term Loan Facility) shall   be substantially the same as (and in any event not more favorable than) the Revolving Loans, the   Term Loan A-1s, Term Loan A-2s and any other term loans issued hereunder prior to such date   and shall otherwise be in form and substance satisfactory to the Administrative Agent, the   Borrowers, and the Lenders participating in such Term Loan Facility; provided that, the terms   and conditions applicable to any such Term Loan Facility maturing after the Term Loan A-1   Maturity Date may provide for material additional or different financial or other covenants or   prepayment requirements applicable only during periods after the Term Loan A-1 Maturity Date.   (e) Any amendment hereto for such an increase or addition pursuant to   Sections 2.09(d), 2.09(e) and 2.09(f) shall be in form and substance satisfactory to the   Administrative Agent and shall only require the written signatures of the Administrative Agent,   the Borrowers and the Lender(s) being added or increasing their Commitment. As a condition   precedent to each such increase, Borrowers shall deliver to the Administrative Agent such legal   opinions and other documents reasonably requested by Administrative Agent, including, without   limitation, a certificate (in sufficient copies for each Lender) signed by an authorized officer of   Borrowers (i) certifying and attaching the resolutions adopted by each Loan Party approving or   consenting to such increase and (ii) certifying that, before and after giving effect to such   increase, (A) the representations and warranties contained in Article III and the other Loan   Documents are true and correct, except to the extent that such representations and warranties   specifically refer to an earlier date, in which case they are true and correct as of such earlier   date, (B) no Default or Event of Default has occurred and is continuing and each of the other   conditions set forth in Section 4.02 have been satisfied and (C) Borrowers are in compliance on   a pro forma basis (assuming such increase was made on the last day of the applicable period)   with the covenants set forth in Section 6.10, recomputed for the most recent quarter for which   financial statements have been delivered pursuant to calculations and detail acceptable to   Administrative Agent.    (f) Within a reasonable time after the effective date of any increase, the   Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment   Schedule to reflect such increase and shall distribute such revised Commitment Schedule to each   of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall replace     





 







   48   DMSLIBRARY01:26808156.18   the old Commitment Schedule and become part of this Agreement. On the Business Day   following any such increase of the Revolving Commitments, all outstanding Revolving Loans   and other outstanding advances shall be reallocated among the Revolving Lenders (including any   newly added Lenders) in accordance with the Revolving Lenders’ respective revised Applicable   Percentages.  Eurodollar Borrowings shall not be reallocated among the Revolving Lenders prior   to the expiration of the applicable Interest Period in effect at the time of any such increase.   (g) Parent may, upon not less than twenty (20) Business Days’ notice from   Parent to the Administrative Agent (or such shorter period as may be agreed by the   Administrative Agent in its sole discretion), terminate the status of any Borrower (other than   Parent) as a Borrower, if and only if (i) there are no outstanding Loans or LC Exposure   outstanding with respect to such Borrower or other amounts payable by such Borrower on   account of any Loans made to it or Letters of Credit issued for its account as of the effective date   of such termination (unless such Loans and other Obligations have been assumed by another   Borrower and certified as such to the Administrative Agent) and (ii) such Borrower shall become   a Loan Guarantor if it is required to do so pursuant to Section 5.09(a) prior to or   contemporaneously with the effective date of such termination.  The Administrative Agent shall   promptly notify the Lenders of any such termination of such Borrower’s status as a borrower.   Section 2.10. Repayment of Loans; Evidence of Debt.  (a)  Each Borrower hereby   unconditionally promises to pay (i) to the Administrative Agent for the account of the applicable   Revolving Lender the then unpaid principal amount of each of its U.S. Revolving Loans in U.S.   Dollars and EUR Revolving Loans in Euros on the Revolving Maturity Date and (ii) to the   Administrative Agent for the account of the Swingline Lender the then unpaid principal amount   of each Swingline Loan on the earlier of the Revolving Maturity Date and the fifth Business   Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing   is made, the Borrowers shall repay all Swingline Loans then outstanding and the proceeds of any   such Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans   outstanding. The U.S. Borrower hereby unconditionally promises to pay to the Administrative   Agent for the account of each Term Loan A-1 Lender and Term Loan A-2 Lender on the first   Business Day of the month following each date set forth below in the aggregate principal amount   set forth opposite such date as applicable for the Term Loan A-1 and Term Loan A-2 (as   adjusted from time to time pursuant to Section 2.11(c)):   Date  Term Loan A-1   Amount    Term Loan A-2   Amount    December 31, 2015 $1,250,000 $625,000   March 31, 2016 $1,250,000 $625,000   June 30, 2016 $1,250,000 $625,000   September 30, 2016 $1,250,000 $625,000   December 31, 2016 $1,250,000 $625,000   March 31, 2017 $1,250,000 $625,000   June 30, 2017 $1,250,000 $625,000   September 30, 2017 $1,250,000 $625,000   December 31, 2017 $2,500,000 $625,000   March 31, 2018 $2,500,000 $625,000     





 







   49   DMSLIBRARY01:26808156.18   Date  Term Loan A-1   Amount    Term Loan A-2   Amount    June 30, 2018 $2,500,000 $625,000   September 30, 2018 $2,500,000 $625,000   December 31, 2018 $2,500,000 $625,000   March 31, 2019 $2,500,000 $625,000   June 30, 2019 $2,500,000 $625,000   September 30, 2019 $2,500,000 $625,000   December 31, 2019 $2,500,000 $625,000   March 31, 2020 $2,500,000 $625,000   June 30, 2020 $2,500,000 $625,000   September 30, 2020 $2,500,000 $625,000   December 31, 2020 N/A $625,000   March 31, 2021 N/A $625,000   June 30, 2021 N/A $625,000   September 30, 2021 N/A $625,000   December 31, 2021 N/A $625,000   March 31, 2022 N/A $625,000   June 30, 2022 N/A $625,000   September 30, 2022 N/A $625,000      To the extent not previously paid, all unpaid (a) Term Loan A-1s shall be paid in full in cash by   the Borrowers on the Term Loan A-1 Maturity Date and (b) Term Loan A-2s shall be paid in full   in cash by the Borrowers on the Term Loan A-2 Maturity Date.   (b) Each Lender shall maintain in accordance with its usual practice an   account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from   each Loan made by such Lender, including the amounts of principal and interest payable and   paid to such Lender from time to time hereunder.   (c) The Administrative Agent shall maintain accounts in which it shall record   (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period   applicable thereto, (ii) the amount of any principal or interest due and payable or to become due   and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum   received by the Administrative Agent hereunder for the account of the Lenders and each   Lender’s share thereof.   (d) The entries made in the accounts maintained pursuant to paragraph (b) or   (c) of this Section shall be prima facie evidence of the existence and amounts of the Obligations   recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain   such accounts or any error therein shall not in any manner affect the obligation of the Borrowers   to repay the Loans in accordance with the terms of this Agreement.   (e) Any Lender may request that Loans made by it be evidenced by a   promissory note.  In such event, the Borrowers shall prepare, execute and deliver to such Lender   a promissory note payable to the order of such Lender (or, if requested by such Lender, to such     





 







   50   DMSLIBRARY01:26808156.18   Lender and its registered assigns) and in a form approved by the Administrative Agent.    Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times   (including after assignment pursuant to Section 9.04) be represented by one or more promissory   notes in such form payable to the order of the payee named therein (or, if such promissory note is   a registered note, to such payee and its registered assigns).   (f) If on any Computation Date, the aggregate Revolving Credit Exposure of   the Lenders for any Class exceeds the aggregate Revolving Commitments of the Lenders for   such Class, the applicable Borrower shall immediately prepay the Revolving Loans in the   amount of such excess.  To the extent that, after any such prepayment of all Revolving Loans of   any Class an excess of the Revolving Credit Exposure of such Class over the aggregate   Revolving Commitments of such Class still exists, the Borrowers shall promptly cash   collateralize the Letters of Credit in the manner described in Section 2.06(j) in an amount   sufficient to eliminate such excess. Any such payment shall be applied, first, to the Swingline   Loans, second, to the Revolving Loans for such Class and, third, as cash collateral for LC   Exposure for such Class.   Section 2.11. Prepayment of Loans.  (a)  The Borrowers shall have the right at any time   and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in   accordance with paragraph (b) of this Section.   (b) The Borrowers shall notify the Administrative Agent (and, in the case of   prepayment of  Swingline Loans, the Swingline Lenders) by telephone (confirmed by telecopy or   electronic mail) of any prepayment hereunder ((i) in the case of prepayment of a Eurodollar   Borrowing in U.S. Dollars, not later than 11:00 a.m., New York City time, three (3) Business   Days before the date of prepayment, (ii) in the case of prepayment of a Eurodollar Revolving   Borrowing in Euros, not later than 11:00 a.m., London time, three (3) Business Days before the   date of prepayment, (iii) in the case of prepayment of an ABR  Borrowing, not later than 11:00   a.m., New York City time, one (1) Business Day before the date of prepayment or (iv) in the case   of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date   of prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date and   the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a   notice of prepayment is given in connection with a conditional notice of termination of the   Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may   be revoked if such notice of termination is revoked in accordance with Section 2.09.  Promptly   following receipt of any such notice relating to a Borrowing, the Administrative Agent shall   advise the Lenders of the contents thereof.  Each partial prepayment of any Revolving   Borrowing shall be in an amount that would be permitted in the case of an advance of a   Revolving Borrowing of the same Type as provided in Section 2.02.  Each prepayment of a   Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid   Borrowing. Each voluntary prepayment of the Term Loans pursuant to this Section 2.11(b)  shall   be applied as directed by the Borrowers; provided, that any voluntary prepayment of the Term   Loans made with proceeds of any Term Loan Refinancing shall be applied to the principal   installments thereof in inverse order of maturity. Prepayments shall be accompanied by accrued   interest to the extent required by Section 2.13.     





 







   51   DMSLIBRARY01:26808156.18   (c) In the event and on each occasion that any Net Cash Proceeds are received   by or on behalf of any Loan Party in respect of any Prepayment Event, the Borrowers shall,   immediately after such Net Cash Proceeds are received by any Loan Party, prepay the Term   Loans on a pro rata basis (and to the principal installments thereof in inverse order of maturity)   in an aggregate amount equal to 100% of such Net Cash Proceeds, provided that, if the   Borrowers shall deliver to the Administrative Agent a certificate of a Financial Officer to the   effect that the Loan Parties intend to apply the Net Cash Proceeds from such event (or a portion   thereof specified in such certificate), within 365 days after receipt of such Net Cash Proceeds, to   acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding   inventory) to be used in the business of the Loan Parties or to make Investments permitted   pursuant to Section 6.04(c) or (f), and certifying that no Default has occurred and is continuing,   then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash   Proceeds specified in such certificate; provided that to the extent of any such Net Cash Proceeds   therefrom that have not been so applied by the end of such 365 day period, a prepayment shall be   required at such time in an amount equal to such Net Cash Proceeds that have not been so   applied.   Section 2.12. Fees.  (a)  The U.S. Borrower agrees to pay to the Administrative Agent   for the account of each Revolving Lender a commitment fee, which shall accrue at the   Applicable Rate on an amount equal to (i) the Revolving Commitment (as increased or reduced   in accordance with the terms of this Agreement), minus (ii) the average daily amount of the   Equivalent Amount in Dollars of the aggregate Revolving Credit Exposure (calculated without   giving effect to clause (b) of the definition of Swingline Exposure) during the period from and   including the date hereof to, but excluding, the date on which the Revolving Lenders’ Revolving   Commitments terminate.  Accrued commitment fees shall be payable in arrears on the last day of   March, June, September and December of each year and on the date on which the Revolving   Commitments terminate, commencing on the first such date to occur after the date hereof. All   commitment fees shall be computed on the basis of a year of 360 days and shall be payable for   the actual number of days elapsed (including the first day but excluding the last day).  Such   commitment fee shall be allocated among Revolving Lenders in an amount determined by the   unused portion of that Revolving Lender’s Revolving Commitment, expressed as a percentage of   the unused portion of the Revolving Commitments of all Revolving Lenders and multiplied by   the amount of such commitment fee as calculated pursuant to the first sentence of this clause (a).      (b) The applicable Borrower agrees to pay (i) to the Administrative Agent for   the account of each Revolving Lender a participation fee with respect to its participations in   Letters of Credit, which shall accrue per annum at the same Applicable Rate used to determine   the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such   Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed   LC Disbursements) during the period from and including the Effective Date to but excluding the   later of the date on which such Revolving Lender’s Revolving Commitment terminates and the   date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing   Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily   amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC   Disbursements) during the period from and including the Effective Date to but excluding the   later of the date of termination of the Revolving Commitments and the date on which there   ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the     





 







   52   DMSLIBRARY01:26808156.18   issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings   thereunder.  Letter of Credit participation fees and fronting fees accrued through and including   the last day of March, June, September and December of each year shall be payable in arrears on   the third Business Day following such last day, commencing on the first such date to occur after   the Effective Date; provided that all such fees shall be payable on the date on which the   Revolving Commitments terminate and any such fees accruing after the date on which the   Revolving Commitments terminate shall be payable on demand. Any other fees payable to the   Issuing Bank pursuant to this clause (b) shall be payable within ten (10) days after demand.  All   Letter of Credit participation fees and fronting fees shall be computed on the basis of a year of   360 days and shall be payable for the actual number of days elapsed (including the first day but   excluding the last day).         (c) The Borrowers agree to pay to the Administrative Agent, for its own   account, fees payable in the amounts and at the times separately agreed upon between the   Borrowers and the Administrative Agent.   (d) All fees payable hereunder shall be paid on the dates due, in immediately   available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable   to it) for distribution, in the case of commitment fees and participation fees, to the Lenders in the   currency specified in Section 2.18(g). Fees paid shall not be refundable under any circumstances.   Section 2.13. Interest.  (a)  The Loans comprising each ABR Borrowing (excluding each   Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.   (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the   Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable   Rate.   (c) The Loans comprising each Swingline Loan shall bear interest at a rate per   annum as may be agreed to in writing between U.S. Borrower and Swingline Lender.   (d) Notwithstanding the foregoing, if any principal of or interest on any Loan   or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at   stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as   well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any   Loan, 2% plus the  rate otherwise applicable to such Loan as provided in the preceding   paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to   ABR Loans as provided in paragraph (a) of this Section.   (e) Accrued interest on each Loan shall be payable in arrears on each Interest   Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the   Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this   Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any   Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability   Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date   of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan     





 







   53   DMSLIBRARY01:26808156.18   prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be   payable on the effective date of such conversion.    (f) All interest hereunder shall be computed on the basis of a year of 360   days, except that interest computed by reference to the Alternate Base Rate at times when the   Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365   days (or 366 days in a leap year), and in each case shall be payable for the actual number of days   elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate,   Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such   determination shall be conclusive absent manifest error.   Section 2.14. Alternate Rate of Interest.  If prior to the commencement of any Interest   Period for a Eurodollar Borrowing:   (a) the Administrative Agent determines (which determination shall be   conclusive absent manifest error) that adequate and reasonable means (including, without   limitation, by means of an Interpolated Rate) do not exist for ascertaining the Adjusted LIBO   Rate or the LIBO Rate, as applicable, for such Interest Period; or   (b) the Administrative Agent is advised by the Required Lenders that the   Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately   and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or   its Loan) included in such Borrowing for such Interest Period;   then the Administrative Agent shall give notice thereof to the Borrowers and the Lenders by   telephone, electronic mail or telecopy as promptly as practicable thereafter and, until the   Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise   to such notice no longer exist, (i) any Interest Election Request that requests the conversion of   any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be   ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing   shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such   notice affect only one Type of Borrowings, then the other Type of Borrowings shall be   permitted; provided, further, if any such Borrowing is to be denominated in an Offshore   Currency, such Borrowing shall instead be made as a Eurodollar Borrowing with an Interest   Period of one month.    Section 2.15. Increased Costs.  (a)  If any Change in Law shall:   (i) impose, modify or deem applicable any reserve, special deposit, liquidity or   similar requirement (including any compulsory loan requirement, insurance charge or other   assessment) against assets of, deposits with or for the account of, or credit extended by, any   Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing   Bank; or   (ii) impose on any Lender or the Issuing Bank or the London interbank market 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;      





 







   54   DMSLIBRARY01:26808156.18   and the result of any of the foregoing shall be to increase the cost to such Lender or such other   Recipient of making, continuing, converting or maintaining any Eurodollar Loan (or of   maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the   Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of   Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing   Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the   applicable Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the   case may be, such additional amount or amounts as will compensate such Lender, the Issuing   Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction   suffered.   (b) If any Lender or the Issuing Bank determines that any Change in Law   regarding capital or liquidity requirements has or would have the effect of reducing the rate of   return on such Lender’s or the Issuing Bank’s capital or liquidity or on the capital or liquidity of   such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this   Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or   the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the   Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but   for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies   and the policies of such Lender’s or the Issuing Bank’s holding company with respect to such   capital adequacy and liquidity requirements), then from time to time the applicable Borrower   will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or   amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing   Bank’s holding company for any such reduction suffered.   (c) A certificate of a Lender or the Issuing Bank setting forth the amount or   amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as   the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the   Borrowers and shall be conclusive absent manifest error.  The applicable Borrower shall pay   such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such   certificate within ten (10) days after receipt thereof.   (d) Failure or delay on the part of any Lender or the Issuing Bank to demand   compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the   Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be   required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased   costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing   Bank, 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 Bank’s intention to claim   compensation therefor; provided further that, if the Change in Law giving rise to such increased   costs or reductions is retroactive, then the 180-day period referred to above shall be extended to   include the period of retroactive effect thereof.   (e) If any Lender determines that any law has made it unlawful, or that any   Governmental Authority has asserted that it is unlawful, for any Lender to perform its   obligations hereunder or to issue, make, maintain, fund or charge interest with respect to any   Loan or Letter of Credit to any Borrower who is organized under the laws of a jurisdiction other     





 







   55   DMSLIBRARY01:26808156.18   than the United States, a State thereof or the District of Columbia then, on notice thereof by such   Lender to the Borrowers through the Administrative Agent, and until such notice by such Lender   is revoked, any obligation of such Lender to issue, make, maintain, fund or charge interest with   respect to any such Loan or Letter of Credit shall be suspended. Upon receipt of such notice, the   Loan Parties shall take all reasonable actions requested by such Lender to mitigate or avoid such   illegality.   Section 2.16. Break Funding Payments.  In the event of (a) the payment of any principal   of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto   (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other   than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,   continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant   hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked   in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day   of the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to   Section 2.19, then, in any such event, the Borrowers shall compensate each applicable Lender for   the loss, cost and expense attributable to such event.  In the case of a Eurodollar Loan, such loss,   cost or expense to any Lender shall be deemed to include an amount determined by such Lender   to be the excess, if any, of (i) the amount of interest which would have accrued on the principal   amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have   been applicable to such Loan, for the period from the date of such event to the last day of the   then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue,   for the period that would have been the Interest Period for such Loan), over (ii) the amount of   interest which would accrue on such principal amount for such period at the interest rate which   such Lender would bid were it to bid, at the commencement of such period, for U.S. Dollar or   Euro deposits, as applicable, of a comparable amount and period from other banks in the   eurodollar market.  A certificate of any Lender setting forth any amount or amounts that such   Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall   be conclusive absent manifest error.  The Borrowers shall pay such Lender the amount shown as   due on any such certificate within ten (10) days after receipt thereof.   Section 2.17. Payments Free of Taxes.  (a)  Any and all payments by or on account of   any obligation of any Loan Party under any Loan Document shall be made without deduction or   withholding for any Taxes, except as required by applicable law.  If any applicable law (as   determined in the good faith discretion of an applicable withholding agent) requires the   deduction or withholding of any Tax from any such payment by a withholding agent, then the   applicable withholding agent shall be entitled to make such deduction or withholding and shall   timely pay the full amount deducted or withheld to the relevant Governmental Authority in   accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by   the applicable Loan Party shall be increased as necessary so that after such deduction or   withholding has been made (including such deductions and withholdings applicable to additional   sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the   sum it would have received had no such deduction or withholding been made.   (b) Payment of Other Taxes by the Loan Parties.  The Loan Parties shall   timely pay to the relevant Governmental Authority in accordance with applicable law, or at the   option of the Administrative Agent timely reimburse it for, Other Taxes.     





 







   56   DMSLIBRARY01:26808156.18   (c) Evidence of Payments.  As soon as practicable after any payment of Taxes   by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party   shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by   such Governmental Authority evidencing such payment, a copy of the return reporting such   payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.   (d) Indemnification by the Loan Parties.  The Loan Parties shall jointly and   severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of   any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to   amounts payable under this Section) payable or paid by such Recipient or required to be   withheld or deducted from a payment to such Recipient and any reasonable expenses arising   therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or   legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the   amount of such payment or liability delivered to Parent by a Lender (with a copy to the   Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a   Lender, shall be conclusive absent manifest error.   (e) Indemnification by the Lenders.  Each Lender shall severally indemnify   the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes   attributable to such Lender (but only to the extent that any Loan Party has not already   indemnified the Administrative Agent for such Indemnified Taxes and without limiting the   obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to   comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant   Register and (iii) any Excluded Taxes attributable to such Lender, 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 Governmental Authority.  A certificate as to the   amount of such payment or liability delivered to any Lender by the Administrative Agent shall   be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to   set off and apply any and all amounts at any time owing to such Lender under 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 paragraph (e).   (f) Status of Lenders.  (i) Any Lender that is entitled to an exemption from or   reduction of withholding Tax with respect to payments made under any Loan Document shall   deliver to Parent and the Administrative Agent, at the time 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 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 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 2.17(f)(ii)(A), Section 2.17(f)(ii)(B) and Section 2.17(f)(ii)(D) below) shall not   be required if in the Lender’s reasonable judgment such completion, execution or submission     





 







   57   DMSLIBRARY01:26808156.18   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. Person,   (A) any Lender with respect to such Borrower that is a U.S. Person   shall deliver to such Borrower 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 such Borrower or the   Administrative Agent), executed copies of IRS Form W-9 certifying that such   Lender is exempt from U.S. Federal backup withholding tax;   (B) any Foreign Lender with respect to such Borrower shall, to the   extent it is legally entitled to do so, deliver to such Borrower 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 such Borrower or the Administrative Agent), whichever of the   following is applicable:   (1) in the case of a Foreign Lender with respect to such   Borrower claiming 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 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   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) in the case of a Foreign Lender with respect to such   Borrower claiming that its extension of credit will generate U.S.   effectively connected income, executed originals of IRS Form W-8ECI;   (3) in the case of a Foreign Lender with respect to such   Borrower claiming the benefits of the exemption for portfolio interest   under Section 881(c) of the Code, (x) a certificate substantially in the form   of Exhibit D-1 to the effect that such Foreign Lender is not a “bank”   within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent   shareholder” of any Borrower within the meaning of Section 881(c)(3)(B)   of the Code, or a “controlled foreign corporation” described in Section   881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y)   executed originals of IRS Form W-8BEN; or     





 







   58   DMSLIBRARY01:26808156.18   (4) to the extent a Foreign Lender with respect to such   Borrower is not the beneficial owner, executed originals of IRS Form W-   8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S.   Tax Compliance Certificate substantially in the form of Exhibit D-2 or   Exhibit D-3, 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 D-4 on behalf of each such direct and indirect partner;    (C) any Foreign Lender with respect to such Borrower shall, to the   extent it is legally entitled to do so, deliver to such Borrower 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   such Borrower 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 clause (D), “FATCA” shall include any amendments   made to FATCA after the date of this Agreement.   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 Parent and the Administrative Agent in writing of its legal inability to do so.   (g) 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 as to which it has   been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts   pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such     





 







   59   DMSLIBRARY01:26808156.18   refund (but only to the extent of indemnity payments made under this Section 2.17 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   Governmental Authority with respect to such refund).  Such indemnifying party, upon the   request of such indemnified party, shall repay to such indemnified party the amount paid over   pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the   relevant Governmental Authority) in the event that such indemnified party is required to repay   such refund to such Governmental Authority.  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.   (h) Survival.  Each party’s obligations under this Section 2.17 shall survive   the resignation or replacement of the Administrative Agent or any assignment of rights by, or the   replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or   discharge of all obligations under any Loan Document.   (i) Defined Terms.  For purposes of this Section 2.17, the term “Lender”   includes any Issuing Bank and the term “applicable law” includes FATCA.   Section 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.  (a)  The   Borrowers shall make each payment required to be made by them hereunder (whether of   principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under   Section 2.15, Section 2.16 or Section 2.17, or otherwise) prior to 12:00 noon, New York City   time or London time, as applicable, on the date when due, in immediately available funds,   without setoff or counterclaim.  Any amounts received after such time on any date may, in the   discretion of the Administrative Agent, be deemed to have been received on the next succeeding   Business Day for purposes of calculating interest thereon.  All such payments shall be made to   the Administrative Agent (i) with respect to U.S. Revolving Loans and Term Loans, and all other   such payments (other than as set forth in clause (ii) below), at its offices at 10 S. Dearborn Street,   Floor 07, Mail Code: IL1-0010, Chicago, Illinois 60603, attention Darren Cunningham, or (ii)   with respect to any amounts owing in Euros in connection with EUR Revolving Loans, at its   offices at 25 Bank Street, Floor 6, Canary Wharf, London, E14 5JP, United Kingdom, attention   to the Manager, except payments to be made directly to the Issuing Bank or Swingline Lender as   expressly provided herein and except that payments pursuant to Section 2.15, Section 2.16 or   Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto. The   Administrative Agent shall distribute any such payments received by it for the account of any   other Person to the appropriate recipient promptly following receipt thereof.  If any payment   hereunder shall be due on a day that is not a Business Day, the date for payment shall be   extended to the next succeeding Business Day, and, in the case of any payment accruing interest,   interest thereon shall be payable for the period of such extension.  All payments hereunder shall   be made in U.S. Dollars or Euros, as provided herein.    (b) Any payments or proceeds of Collateral received by the Administrative   Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum   payable under the Loan Documents (which shall be applied as specified by the Borrowers) or (B)   a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an   Event of Default has occurred and is continuing and the Administrative Agent so elects or the     





 







   60   DMSLIBRARY01:26808156.18   Required Lenders so direct, shall be applied ratably first, to pay any fees, indemnities, or expense   reimbursements including amounts then due to the Administrative Agent and the Issuing Bank   from the Borrowers, second, to pay any fees or expense reimbursements then due to the Lenders   from the Borrowers, third, to pay interest then due and payable on the Loans ratably, fourth, to   prepay principal on the Loans, unreimbursed LC Disbursements and if any Event of Default then   exists and the Revolving Credit Commitments have either expired or been terminated any   amounts owing with respect to Banking Services Obligations and Swap Agreement Obligations,   ratably (with amounts applied to the Term Loans as a result of any mandatory prepayment   applied to installments of the Term Loans in inverse order of maturity), fifth, to pay an amount to   the Administrative Agent equal to one hundred three percent (103%) of aggregate LC Exposure,   to be held as cash collateral for such Obligations,  sixth, if no Event of Default then exists or the   Revolving Credit Commitments remain in effect, to payment of any amounts owing with respect   to Banking Services Obligations and Swap Agreement Obligations and seventh, to the payment   of any other Secured Obligation due to the Administrative Agent or any Lender by the Loan   Parties.  Notwithstanding the foregoing, amounts received from any Loan Party shall not be   applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the   contrary contained in this Agreement, unless so directed by the Borrowers, or unless a Default is   in existence, neither the Administrative Agent nor any Lender shall apply any payment which it   receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest   Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding   ABR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding   payment required in accordance with Section 2.16. The Administrative Agent and the Lenders   shall have the continuing and exclusive right to apply and reverse and reapply any and all such   proceeds and payments to any portion of the Secured Obligations.  If at any time insufficient   funds are received by and available to the Administrative Agent to pay fully all amounts of   principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds   shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among   the parties entitled thereto in accordance with the amounts of interest and fees then due to such   parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then   due hereunder, ratably among the parties entitled thereto in accordance with the amounts of   principal and unreimbursed LC Disbursements then due to such parties.   (c) At the election of the Administrative Agent, all payments of principal,   interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without   limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums   payable under the Loan Documents, may be paid from the proceeds of Borrowings made   hereunder whether made following a request by the Borrowers pursuant to Section 2.03 or a   deemed request as provided in this Section or may be deducted from any deposit account of the   Borrowers or any other Loan Party maintained with the Administrative Agent.  The Borrowers   hereby irrevocably authorize (i) the Administrative Agent to make a Borrowing for the purpose   of paying each payment of principal, interest and fees as it becomes due hereunder or any other   amount due under the Loan Documents and agrees that all such amounts charged shall constitute   Loans (including Swingline Loans) and that all such Borrowings shall be deemed to have been   requested pursuant to Sections 2.03 or 2.05, as applicable, and (ii) the Administrative Agent to   charge any deposit account of the Borrowers or any other Loan Party maintained with the   Administrative Agent for each payment of principal, interest and fees as it becomes due   hereunder or any other amount due under the Loan Documents.     





 







   61   DMSLIBRARY01:26808156.18   (d) If any Lender shall, by exercising any right of setoff or counterclaim or   otherwise, obtain payment in respect of any principal of or interest on any of its Loans or   participations in LC Disbursements or its Swingline Loans resulting in such Lender receiving   payment of a greater proportion of the aggregate amount of its Loans and participations in LC   Disbursements and Swingline Loans and accrued interest thereon than the proportion received by   any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at   face value) participations in the Loans and participations in LC Disbursements and Swingline   Loans of other Lenders to the extent necessary 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 participations in LC Disbursements and Swingline   Loans; 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, without interest, and (ii) the provisions of this   paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and   in accordance with the express terms of this Agreement or any payment obtained by a Lender as   consideration for the assignment of or sale of a participation in any of its Loans or participations   in LC Disbursements to any assignee or participant, other than to any Borrower or any   Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).  The   Borrowers consent to the foregoing and agree, 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 the Borrowers rights of setoff and counterclaim with respect to such   participation as fully as if such Lender were a direct creditor of the Borrowers in the amount of   such participation.   (e) Unless the Administrative Agent shall have received notice from the   Borrowers prior to the date on which any payment is due to the Administrative Agent for the   account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make such   payment, the Administrative Agent may assume that the Borrowers have made such payment on   such date in accordance herewith and may, in reliance upon such assumption, distribute to the   Lenders or the Issuing Bank, as the case may be, the amount due.  In such event, if the   Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Bank, as   the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the   amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from   and including the date such amount is distributed to it to but excluding the date of payment to the   Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined   by the Administrative Agent in accordance with banking industry rules on interbank   compensation.   (f) If any Lender shall fail to make any payment required to be made by it   pursuant to Section 2.05(c), Section 2.06(d) or Section 2.06(e), Section 2.07(b), Section 2.18(e)   or Section 9.03(c), then the Administrative Agent may, in its discretion  and notwithstanding any   contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent   for the account of such Lender to satisfy such Lender’s obligations under such Sections until all   such unsatisfied obligations are fully paid, and/or (ii) hold such amounts in a segregated account   over which the Administrative Agent shall have exclusive control as cash collateral for, and   application to, any future funding obligations of such Lender under any such Section, in the case     





 







   62   DMSLIBRARY01:26808156.18   of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in   its discretion.   (g) All payments of principal of, and interest accrued on, any Loan hereunder   shall be made in the currency in which such Loan is denominated. All payments of fees due   pursuant to Section 2.12(a) and (b) shall be payable in U.S. Dollars. All payments of fees to the   Administrative Agent for its own account as set forth in the Fee Letter shall be paid in U.S.   Dollars. All payments made to reimburse the Administrative Agent, any Swingline Lender, the   Issuing Bank or any Lender for any costs, expenses, or other amounts pursuant to Section 9.03 or   any other Loan Document shall be made in the currency in which such obligation to be   reimbursed is invoiced or incurred.   (h) Immediately and automatically upon the occurrence of any Default with   respect to any Borrower described in clause (h) or (i) of Article VII or an acceleration of the   maturity of the Loans pursuant to Article VII, all EUR Revolving Loans shall be converted to   and redenominated in U.S. Dollars equal to the Equivalent Amount of each such EUR Revolving   Loan determined as of the date of such conversion and each Revolving Lender shall be deemed   to have automatically, irrevocably and unconditionally purchased and received (to the extent of   its unused Revolving Commitment) from each other Revolving Lender an undivided interest and   participation in and to each Revolving Loan in such amounts as are necessary such that, after   giving effect thereto, each Revolving Lender shall hold its ratable share of each Revolving Loan   (based on the total Revolving Credit Exposure of each Revolving Lender to the total Revolving   Credit Exposure of all Revolving Lenders at such time); provided that, to the extent such   conversion shall occur other than at the end of an Interest Period, the applicable Borrower shall   pay to the Administrative Agent for the ratable benefit of each applicable Revolving Lender all   losses and breakage costs related thereto in accordance with this Agreement and, upon the   written request of the Administrative Agent, each of the Revolving Lenders shall pay to the   Administrative Agent for the ratable benefit of each applicable Revolving Lender (based on the   total Revolving Credit Exposure of each Revolving Lender to the total Revolving Credit   Exposure of all Revolving Lenders at such time) not later than two Business Days following a   request for payment from such Lender, in U.S. Dollars, an amount equal to the undivided interest   in and participation in the applicable Revolving Loan purchased by such Lender pursuant to this   Section 2.18.  In the event that any Revolving Lender fails to make payment to the   Administrative Agent of any amount due under this Section 2.18, the Administrative Agent shall   be entitled to receive, retain and apply against such obligation the principal and interest   otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives   from such Revolving Lender an amount sufficient to discharge such Revolving Lender’s   payment obligation as prescribed in this Section 2.18 together with interest thereon at the Federal   Funds Effective Rate for each day during the period commencing on the date of demand by the   applicable Lender and ending on the date such obligation is fully satisfied. The Administrative   Agent will promptly remit all payments received as provided above to each relevant Revolving   Lender.   Section 2.19. Mitigation Obligations; Replacement of Lenders.  (a)  If any Lender   requests compensation under Section 2.15, or if the Borrowers are required to pay any   Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the   account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to     





 







   63   DMSLIBRARY01:26808156.18   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   judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts   payable pursuant to Section 2.15 or Section 2.17, as the case may be, in the future and (ii) would   not subject such Lender to any unreimbursed cost or expense and would not otherwise be   disadvantageous to such Lender.  The Borrowers hereby agree to pay all reasonable costs and   expenses incurred by any Lender in connection with any such designation or assignment.   (b) If any Lender requests compensation under Section 2.15, or if the   Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or   any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any   Lender becomes Defaulting Lender, then the Borrowers may, at their sole expense and effort,   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   Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to   Section 2.15 or Section 2.17) and obligations under this Agreement 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 received the prior written consent of the   Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank and   Swingline Lenders), which consent shall not unreasonably be withheld, (ii) such Lender shall   have received payment of an amount equal to the outstanding principal of its Loans and   participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees   and all other amounts payable to it hereunder, 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) and (iii) in the case of any such assignment resulting from a claim for compensation   under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment   will result in a reduction in such compensation or payments.  A Lender shall not be required to   make any such assignment and 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.   Section 2.20. 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:   (a) fees shall cease to accrue on the unfunded portion of the Revolving   Commitment of such Defaulting Lender pursuant to Section 2.12(a);   (b) the Revolving Commitment and Revolving Credit Exposure 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 9.02); provided that this clause (b) 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 affected thereby;    (c) if any Swingline Exposure or LC Exposure exists at the time such Lender   becomes a Defaulting Lender then:     





 







   64   DMSLIBRARY01:26808156.18   (i) all or any part of the Swingline Exposure and LC Exposure of such   Defaulting Lender (other than the portion of such Swingline Exposure referred to in   clause (b) of the definition of such term)  shall be reallocated among the non-Defaulting   Lenders in accordance with their respective Applicable Percentages but only (x) to the   extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-   Defaulting Lender’s Revolving Credit Exposure to exceed its Revolving Commitment   and (y) if the conditions set forth in Section 4.02 are satisfied at such time;   (ii) if the reallocation described in clause (i) 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 Swingline Exposure and (y) second,   cash collateralize for the benefit of the Issuing Bank only the Borrowers’ obligations   corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial   reallocation pursuant to clause (i) above) in accordance with the procedures set forth in   Section 2.06(j) for so long as such LC Exposure is outstanding;   (iii) if the Borrowers cash collateralizes any portion of such Defaulting   Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required   to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to   such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC   Exposure is cash collateralized;   (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant   to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and   Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’   Applicable Percentages; and   (v) if all or any portion of such Defaulting Lender’s LC Exposure is neither   reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without   prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all   letter of credit fees payable under Section 2.12(b) with respect to such Defaulting   Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that   such LC Exposure is reallocated and/or cash collateralized; and   (d) so long as such Lender is a Defaulting Lender, no Issuing Bank shall be   required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related   exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by   the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be   provided by the Borrowers in accordance with Section 2.20(c), and Swingline Exposure related   to any newly made Swingline Loan or LC Exposure related to any newly issued or increased   Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with   Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).   In the event that the Administrative Agent, the Borrowers, the Swingline Lender and each   Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that   caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of   the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment     





 







   65   DMSLIBRARY01:26808156.18   and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other   than Swingline Loans) as the Administrative Agent shall determine may be necessary in order   for such Lender to hold such Revolving Loans in accordance with its Applicable Percentage.   Section 2.21. Existing Maturity Date.  Not more than two (2) times during the term of   this Agreement, the Borrowers may, by notice to the Administrative Agent (who shall promptly   notify the Revolving Lenders) not later than 30 days prior to the then applicable Revolving   Maturity Date (the “Existing Maturity Date”), request that each Revolving Lender extend such   Revolving Lender’s Revolving Maturity Date in respect of the Revolving Commitment for an   additional one year from the Existing Maturity Date.   (a) Lender Elections to Extend.  Each Revolving Lender, acting in its sole and   individual discretion, shall, notify the Administrative Agent, not later than the earlier of (x) 15   days after receipt of Parent’s request for an extension of maturity and (y) 25 days prior to the   Existing Maturity Date (the “Notice Date”), if such Revolving Lender determines to, or   determines not to, extend its Revolving Credit Commitment Termination Date. Failure of any   Revolving Lender to respond to the notice of an extension request on or prior to the Notice Date   shall be deemed to be a rejection of such extension request. The Administrative Agent shall   notify the Borrowers of each Revolving Lender’s determination promptly after the Notice Date.   The election of any Revolving Lender to agree to such extension shall not obligate any other   Revolving Lender to so agree.   (b) Minimum Extension Requirement.  If (and only if) Revolving Lenders   holding a majority of the Revolving Commitments in effect immediately prior to the Existing   Maturity Date have agreed to extend their respective Revolving Commitments, then, effective as   of the Existing Maturity Date, the Revolving Maturity Date in respect of the Revolving   Commitments of each Revolving Lender shall be extended to the date falling 364 days after the   Existing Maturity Date (except that, if such date is not a Business Day, such Revolving Maturity   Date as so extended shall be the next preceding Business Day).   (c) Conditions to Effectiveness of Extensions.  As a condition precedent to   such extension,  the Borrowers shall deliver to the Administrative Agent a certificate of each   Loan Party dated as of the Existing Maturity Date signed by an authorized officer of such Loan   Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or   consenting to such extension and (ii) in the case of each Borrower, certifying that, before and   after giving effect to such extension, (x) the representations and warranties contained in Article   III and the other Loan Documents are true and correct in all material respects on and as of the   Existing Maturity Date, except to the extent that such representations and warranties specifically   refer to an earlier date, in which case they are true and correct as of such earlier date and (y) no   Default or Event of Default exists or would be caused by such.     (d) Conflicting Provisions.  This Section shall supersede any provisions in   Section 9.02 to the contrary.     





 







   66   DMSLIBRARY01:26808156.18   ARTICLE  III.      REPRESENTATIONS AND WARRANTIES   The Borrowers jointly and severally represent and warrant to the Administrative Agent   and the Lenders that as of the date of this Agreement and the date of making any Loan or the   issuance of any Letter of Credit:   Section 3.01. Organization; Powers.  The Borrowers and each of their   Subsidiaries are duly organized and validly existing under the laws of the jurisdiction of their   organization and have all requisite power and authority to carry on their business as now   conducted. Each Loan Party and each of their Material Subsidiaries are in good standing under   the laws of the jurisdiction of their organization (or, if applicable in a foreign jurisdiction, enjoys   the equivalent status to the extent of such equivalent status exists under the laws of any foreign   jurisdiction of organization). The Borrowers and their Subsidiaries, except where the failure to   do so, individually or in the aggregate, could not reasonably be expected to result in a Material   Adverse Effect, are qualified to do business in, and are in good standing in, every jurisdiction   where such qualification is required.   Section 3.02. Authorization; Enforceability.  The Transactions are within each   Borrower’s and each other Loan Party’s, as applicable, corporate powers and have been duly   authorized by all necessary corporate and, if required, stockholder action. This Agreement and   each other Loan Document to which a Loan Party is a party has been duly executed and   delivered by such Loan Party and constitutes a legal, valid and binding obligation of such   Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy,   insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and   subject to general principles of equity, regardless of whether considered in a proceeding in equity   or at law and subject to, in the case of any grant of a Lien in the Equity Interests of any Foreign   Subsidiary, to the laws of the jurisdiction of organization or formation of such Foreign   Subsidiary.   Section 3.03. Governmental Approvals; No Conflicts.  The Transactions (a) do   not require any consent or approval of, registration or filing with, or any other action by, any   Governmental Authority as a condition to the effectiveness thereof, except such as have been   obtained or made and are in full force and effect, (b) will not violate any applicable law or   regulation or the charter, by-laws or other organizational documents of any Loan Party or any of   its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a   default under any material indenture, agreement or other instrument binding upon any Loan   Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any   payment to be made by any Loan Party or any of its Subsidiaries, and (d) will not result in the   creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries other   than the Liens created pursuant to the Collateral Documents.   Section 3.04. Financial Condition; No Material Adverse Change.   (a) Parent has heretofore furnished to the Lenders its consolidated balance   sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal     





 







   67   DMSLIBRARY01:26808156.18   years ended December 31, 2013 and December 31, 2014, reported on and audited by Deloitte &   Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ending   after the fiscal year ended December 31, 2014 and ending more than 45 days before the date   hereof, certified by Parent’s chief financial officer. Such financial statements present fairly, in all   material respects, the financial position and results of operations and cash flows of Parent and its   consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP,   subject to year-end audit adjustments and the absence of footnotes in the case of the statements   referred to in clause (ii) above.   (b) Since December 31, 2014, there has been no event, circumstance or   change in the business, assets, operations, prospects or condition, financial or otherwise, of   Parent and its Subsidiaries, taken as a whole, that has or could reasonably be expected to have a   Material Adverse Effect.   Section 3.05. Properties.   (a) Each Loan Party and each of its Material Subsidiaries has good title to, or   valid leasehold interests in, all its  material real and personal property necessary to its business,   free and clear of all Liens except for Permitted Liens.   (b) Each Loan Party and each of its Material Subsidiaries owns, or is licensed   to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to   its business, free and clear of all Liens (other than Permitted Liens), and the use thereof by each   Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for   any such infringements that, individually or in the aggregate, could not reasonably be expected to   result in a Material Adverse Effect.   Section 3.06. Litigation and Environmental Matters.   (a) There are no actions, suits or proceedings by or before any arbitrator or   Governmental Authority pending against or, to the knowledge of each Borrower, threatened   against or affecting such Borrower or any of its Subsidiaries (i) which could reasonably be   expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the   Disclosed Matters) or (ii) that involve this Agreement, the other Loan Documents or the   Transactions.   (b) Except for the Disclosed Matters and except with respect to any other   matters that, individually or in the aggregate, could not reasonably be expected to result in a   Material Adverse Effect, neither the Borrowers nor any of their Subsidiaries (i) have failed to   comply with any Environmental Law or to obtain, maintain or comply with any permit, license   or other approval required under any Environmental Law, (ii) have become subject to any   Environmental Liability, (iii) have received notice of any claim with respect to any   Environmental Liability or (iv) know of any basis for any Environmental Liability.   Section 3.07. Compliance with Laws and Agreements.  Each Borrower and its   Subsidiaries is in compliance with all laws, regulations and orders of any Governmental   Authority applicable to it or its property and all indentures, agreements and other instruments   binding upon it or its property, except where the failure to do so, individually or in the aggregate,     





 







   68   DMSLIBRARY01:26808156.18   could not reasonably be expected to result in a Material Adverse Effect. No Default has    occurred and is continuing.    Section 3.08. Investment Company Status.  Neither the Borrowers nor any of   their Subsidiaries are an “investment company” as defined in, or subject to regulation under, the   Investment Company Act of 1940, as amended.   Section 3.09. Taxes.  Each Borrower and each of its Subsidiaries (other than   SWM Brazil with respect to the Brazil Tax Assessment) has timely filed or caused to be filed all   Federal and material state and foreign Tax returns and reports required to have been filed and has   paid or caused to be paid all Federal and material state and foreign Taxes required to have been   paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and   for which such Borrower or such Subsidiary, as applicable, has set aside on its books adequate   reserves as required by GAAP or (b) to the extent that the failure to do so could not reasonably   be expected to result in a Material Adverse Effect.   Section 3.10. ERISA.  No ERISA Event has occurred or is reasonably expected   to occur that, when taken together with all other such ERISA Events for which liability is   reasonably expected to occur, could reasonably be expected to result in a Material Adverse   Effect. The Borrowers and their Subsidiaries have satisfied all applicable minimum funding   requirements with respect to each Plan, except where the failure to do so could not reasonably be   expected to result in a Material Adverse Effect.   Section 3.11. Disclosure.  Neither the Information Memorandum nor any of the   other reports, financial statements, certificates or other information furnished by or on behalf of   each Borrower or any of its Subsidiaries to the Administrative Agent or any Lender in   connection with the negotiation of this Agreement or delivered hereunder (as modified or   supplemented by other information so furnished) contains any material misstatement of fact or   omits to state any material fact necessary to make the statements therein, in the light of the   circumstances under which they were made, not misleading; provided that, with respect to   projected financial information, each Borrower represents only that such information was   prepared in good faith based upon assumptions believed to be reasonable at the time.   Section 3.12. Subsidiaries.  As of the Effective Date, Parent does not have any   subsidiaries other than those Subsidiaries listed on Schedule 3.12.  Schedule 3.12  correctly sets   forth, as of the Effective Date, (a) the percentage ownership (direct or indirect) of Parent in the   Equity Interests of its Subsidiaries and also identifies the direct owner thereof and (b) the   jurisdiction of organization of each such Subsidiary.   Section 3.13. Material Agreements.  All agreements and contracts to which any   Loan Party is a party or is bound as of the date of this Agreement, the breach or loss of which   would reasonably be expected to have a Material Adverse Effect, are listed on Schedule 3.13.    No Loan Party is in default in the performance, observance or fulfillment of any of the   obligations, covenants or conditions contained in (a) any agreement or contract listed on   Schedule 3.13 or (b) any agreement or instrument evidencing or governing Material   Indebtedness.     





 







   69   DMSLIBRARY01:26808156.18   Section 3.14. Labor Relations.  To the best knowledge of the Borrowers, none of   the Borrowers or any of their Subsidiaries are engaged in any unfair labor practice that could   reasonably be expected to have a Material Adverse Effect. There is (a) no significant unfair labor   practice complaint pending against the Borrowers or any of their Subsidiaries or, to the best   knowledge of the Borrowers, threatened against any of them before the National Labor Relations   Board or any similar Governmental Authority in any jurisdiction, and no significant grievance or   significant arbitration proceeding arising out of or under any collective bargaining agreement is   so pending against the Borrowers or any of their Subsidiaries or, to the best knowledge of the   Borrowers, threatened against any of them, (b) no significant strike, labor dispute, slowdown or   stoppage is pending against the Borrowers or any of their Subsidiaries or, to the best knowledge   of the Borrowers, threatened against the Borrowers or any of their Subsidiaries and (c) to the best   knowledge of the Borrowers, no question concerning union representation exists with respect to   the employees of the Borrowers or any of their Subsidiaries, except (with respect to any matter   specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as could not   reasonably be expected to have a Material Adverse Effect.   Section 3.15. Solvency.  Parent and its Material Subsidiaries, on a consolidated   basis, are Solvent.   Section 3.16. Insurance.  Schedule 3.16 sets forth a description of all insurance   maintained by or on behalf of Parent and its Subsidiaries as of the Effective Date. As of the   Effective Date, all premiums in respect of such insurance have been paid. The Borrowers believe   that the insurance maintained by or on behalf of Parent and its Subsidiaries meets the   requirements set forth in Section 5.05.   Section 3.17. Regulation U.  No Borrower is engaged principally, or as one of its   important activities, in the business of extending credit for the purpose of purchasing or carrying   any “margin stock” as defined in Regulation U of the Board.   Section 3.18. Common Enterprise.  The successful operation and condition of   each of the Loan Parties is dependent on the continued successful performance of the functions   of the group of the Loan Parties as a whole and the successful operation of each of the Loan   Parties is dependent on the successful performance and operation of each other Loan Party.  Each   Loan Party expects to derive benefit (and its board of directors or other governing body has   determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i)   successful operations of each of the other Loan Parties and (ii) the credit extended by the   Lenders to the Borrowers hereunder, both in their separate capacities and as members of the   group of companies. Each Loan Party has determined that execution, delivery, and performance   of this Agreement and any other Loan Documents to be executed by such Loan Party is within its   purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.    Section 3.19. Foreign Borrower.  Each Foreign Borrower is subject to civil and   commercial laws with respect to its obligations under this Agreement and the other Loan   Documents to which it is a party (collectively, the “Foreign Borrower Documents”), and the   execution, delivery and performance by each Foreign Borrower of the Foreign Borrower   Documents to which it is a party constitutes and will constitute private and commercial acts and   not public or governmental acts. Neither any Foreign Borrower nor any of its property has any     





 







   70   DMSLIBRARY01:26808156.18   immunity from jurisdiction of any court or from any legal process (whether through service or   notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)   under the laws of the jurisdiction in which such Foreign Borrower is organized and existing in   respect of its obligations under the Foreign Borrower Documents. There is no tax, levy, impost,   duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed   by any Governmental Authority in or of the jurisdiction in which a Foreign Borrower is   organized and existing either (x) on or by virtue of the execution or delivery of the Foreign   Borrower Documents or (y) on any payment to be made by a Foreign Borrower pursuant to the   applicable Foreign Borrower Documents.   Section 3.20. Compliance with Domiciliation Law.  All the legal requirements of   the Luxembourg law of 31 May 1999, as amended, regarding the domiciliation of companies   have been complied with by SWM Luxembourg, SWM Holdco 1 and each other Loan Party   organized under the laws of Luxembourg.   Section 3.21. COMI.  For the purposes of the Council Regulation (EC) N°   1346/2000 of 29 May 2000 on insolvency proceedings (the “EU Regulation”), in relation to any   Foreign Borrower which is incorporated in a member state of the European Union, such Foreign   Borrower’s centre of main interest (as that term is used in Article 3(1) of the EU Regulation) is   situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in   Article 2(h) of the EU Regulation) in any other jurisdiction.   Section 3.22. Security Interest in Collateral.  The provisions of this Agreement and the   other Loan Documents create under New York law legal and valid Liens on all of the Collateral   of the U.S. Loan Parties in favor of the Administrative Agent, for the benefit of the Secured   Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the   Secured Obligations, enforceable against the applicable Loan Party and all third parties, and   having priority over all other Liens on the Collateral except in the case of (a) Permitted   Encumbrances, to the extent any such Permitted Encumbrances would have priority over the   Liens in favor of the Administrative Agent pursuant to any applicable law or agreement,   (b) Liens perfected only by possession (including possession of any certificate of title), to the   extent the Administrative Agent has not obtained or does not maintain possession of such   Collateral, (c) Liens which are not perfected in accordance with Section 5.09(d) and (d) the   Equity Interests of Foreign Subsidiaries.   Section 3.23. Anti-Corruption Laws and Sanctions.  Parent has implemented and   maintains in effect, for itself and its Subsidiaries, policies and procedures designed to ensure   compliance by Parent, its Subsidiaries and their respective directors, officers, employees and   agents with Anti-Corruption Laws and applicable Sanctions, and Parent, its Subsidiaries and   their respective officers and employees and, to the knowledge of such Parent, its directors and   agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material   respects and are not knowingly engaged in any activity that would reasonably be expected to   result in any Loan Party being designated as a Sanctioned Person.  None of (a) Parent, any   Subsidiary or, to the knowledge of Parent or any Subsidiary, any of their respective directors,   officers or employees, or (b) to the knowledge of Parent or any Subsidiary, any agent of Parent   or any Subsidiary that will act in any capacity in connection with or benefit from the credit   facility established hereby, is a Sanctioned Person.  No Borrowing or Letter of Credit, use of     





 







   71   DMSLIBRARY01:26808156.18   proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan   Documents will violate Anti-Corruption Laws or applicable Sanctions.   Section 3.24. Status of SWM Luxembourg. SWM Luxembourg has not engaged in any   business activities and does not own any material property other than (i) ownership of the Equity   Interest of its Subsidiaries, together with activities directly related thereto (including, but not   limited to, activities to facilitate acquisitions made by its Subsidiaries), (ii) activities and   contractual rights incidental to maintenance of its corporate existence, (iii) performance of its   obligations under the Loan Documents to which it is a party and (iv) engaging in intellectual   property investment and development including (a) investment in research and development   projects to generate intellectual property relevant to the strategic goals of Parent, (b)   management of its intellectual property portfolio including, without limitation, the intellectual   property set forth on Schedule 3.24, (c) licensing use of its intellectual property to Parent,   Subsidiaries of Parent and third parties and (d) any business activity that is reasonably related to   the foregoing.   ARTICLE  IV.      CONDITIONS   Section 4.01. Effective Date.  The obligations of the Lenders to make Loans and of the   Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on   which each of the following conditions is satisfied (or waived in accordance with Section 9.02):   (a) Credit Agreement and Other Loan Documents.  The Administrative Agent   (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this   Agreement signed on behalf of such party or (B) written evidence satisfactory to the   Administrative Agent (which may include facsimile or other electronic transmission of a signed   signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii)   either (A) a counterpart of each other Loan Document signed on behalf of each party thereto or   (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or   other electronic transmission of a signed signature page thereof) that each such party has signed   a counterpart of such Loan Document and (iii) such other certificates, documents, instruments   and agreements as the Administrative Agent shall reasonably request in connection with the   transactions contemplated by this Agreement and the other Loan Documents, including any   promissory notes requested by a Lender pursuant to Section 2.10 payable to the order of each   such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the   Administrative Agent, the Issuing Bank and the Lenders and the other Secured Parties, all in   form and substance reasonably satisfactory to the Administrative Agent and its counsel.    (b) Financial Statements and Projections.  The Lenders shall have received (i)   audited consolidated financial statements of Parent and its Subsidiaries for the 2013 and 2014   fiscal years, (ii) unaudited interim consolidated financial statements of Parent and its   Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial   statements delivered pursuant to clause (i) of this paragraph as to which such financial statements   are available and (iii) satisfactory projections through 2019.     





 







   72   DMSLIBRARY01:26808156.18   (c) Closing Certificates; Certified Certificate of Incorporation; Good Standing   Certificates.  The Administrative Agent shall have received (i) a certificate of each Loan Party,   dated the Effective Date and executed by its Secretary or Assistant Secretary or other appropriate   officer or director, which shall (A) certify the resolutions of its Board of Directors, members or   other body authorizing the execution, delivery and performance of the Loan Documents to which   it is a party, (B) identify by name and title and bear the signatures of the officers of such Loan   Party authorized to sign the Loan Documents to which it is a party and, in the case of the   Borrowers, its Financial Officers, and (C) contain appropriate attachments, including the   certificate or articles of incorporation or organization of each Loan Party certified by the relevant   authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its   by-laws or operating, management or partnership agreement, or other organizational or   governing documents, and (ii) in the case of any Loan Party formed or organized under the laws   of the United States, a good standing certificate for each Loan Party from its jurisdiction of   organization or the substantive equivalent available in the jurisdiction of organization for each   Loan Party from the appropriate governmental officer in such jurisdiction.    (d) No Default Certificate.  The Administrative Agent shall have received a   certificate, signed by a Financial Officer of Parent, dated as of the Effective Date (i) stating that   no Default has occurred and is continuing and (ii) stating that the representations and warranties   contained in the Loan Documents are true and correct as of such date.   (e) Fees.  The Lenders and the Administrative Agent shall have received all   fees required to be paid, and all expenses for which invoices have been presented (including the   reasonable fees and expenses of legal counsel), on or before the Effective Date.     (f) Lien Searches.  The Administrative Agent shall have received the results   of a recent lien search in each jurisdiction where the U.S. Loan Parties are organized and where   the assets of the U.S. Loan Parties are located, and such search shall reveal no Liens on any of   the assets of the U.S. Loan Parties except for Permitted Liens or Liens to be discharged in   connection with the Effective Date pursuant to a pay-off letter or other documentation   satisfactory to the Administrative Agent.   (g) Solvency.  The Administrative Agent shall have received a solvency   certificate signed by a Financial Officer of Parent dated the Effective Date.   (h) Pay-Off Letter.  The Administrative Agent shall have received satisfactory   pay-off letters for all existing Indebtedness to be repaid from the proceeds of the initial   Borrowings, confirming that all Liens upon any of the property of the Loan Parties constituting   Collateral will be terminated concurrently with such payment and all letters of credit issued or   guaranteed as part of such Indebtedness shall have been cash collateralized or supported by a   Letter of Credit.   (i) Pledged Equity Interests; Stock Powers; Pledged Notes.  The   Administrative Agent shall have received (i) the certificates representing the Equity Interests   pledged pursuant to the Security Agreement or the Pledge Agreement (except to the extent either   such Equity Interests are not in certificated form or such certificates are not permitted to be   delivered under applicable law), together with an undated stock power for each such certificate     





 







   73   DMSLIBRARY01:26808156.18   executed in blank by a duly authorized officer of the pledgor thereof and (ii)  to the extent   required under the Security Agreement, each promissory note (if any) pledged to the   Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank   (or accompanied by an executed transfer form in blank) by the pledgor thereof.   (j) Filings, Registrations and Recordings.  Each document (including any   Uniform Commercial Code financing statement) required by the Collateral Documents or under   New York law or under the Uniform Commercial Code or reasonably requested by the   Administrative Agent to be filed, registered or recorded in order to create in favor of the   Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a   perfected Lien on the Collateral of the U.S. Loan Parties described therein, prior and superior in   right to any other Person (other than with respect to Permitted Liens), shall be in proper form for   filing, registration or recordation; provided, however, that the Loan Parties shall not be required   to take any action (other than the filing UCC financing statements) to perfect any Lien in (i) the   vehicles or any other assets subject to certificates of title; (ii) commercial tort claims of U.S.   Loan Parties below a threshold of $10,000,000; (iii) letter of credit rights of U.S. Loan Parties   below a threshold of $10,000,000; (iv) intercompany promissory notes; and (v) Excluded   Accounts; provided, further, that the Foreign Borrowers shall not be required to grant or perfect   any Lien on their assets other than pursuant to a pledge under New York law of the Equity   Interests of the first tier Subsidiaries of the Foreign Borrowers.   (k) [Reserved].   (l) Acquisitions.     (i) The Administrative Agent shall have received (i) the audited consolidated   balance sheet and statements of income, stockholders’ equity and cash flows of Argotec   and its Subsidiaries as of and for the fiscal years ended December 31, 2013 and   December 31, 2014 and (ii) satisfactory unaudited interim consolidated financial   statements of Argotec and its Subsidiaries for each of the quarterly periods ending after   December 31, 2014 and at least 45 days prior to the Effective Date (it being   acknowledged and agreed that the financial statements delivered to the Administrative   Agent pursuant to clause (ii) on or prior to the execution and delivery of this Agreement   by each party hereto are satisfactory to the Administrative Agent and the Lenders).   (ii) The conditions precedent set forth in Article IX of the Argotec Acquisition   Agreement to the obligations of each party thereto to consummate the Argotec   Acquisition (other than evidence of wire transfers under Section 2.4 thereof) shall have   been satisfied substantially on the terms set forth in the Argotec Acquisition Agreement,   without giving effect to any amendments, waivers, or consents by Parent (or any other   Borrower) or its Subsidiaries that are a party thereto that have or could reasonably be   expected to have a Material Adverse Effect.   (m) Insurance.  The Administrative Agent shall have received evidence of   insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative   Agent and otherwise in compliance with the terms of Section 5.05 hereof.     





 







   74   DMSLIBRARY01:26808156.18   (n) USA PATRIOT Act, Etc.  The Administrative Agent and the Lenders   shall have received all documentation and other information required by bank regulatory   authorities under applicable “know your customer” and anti-money laundering rules and   regulations, including the USA PATRIOT Act, for each Loan Party.   (o) Other Documents.  The Administrative Agent shall have received such   other documents as the Administrative Agent, the Issuing Bank, any Lender or their respective   counsel may have reasonably requested.   The Administrative Agent shall notify the Borrowers and the Lenders of the Effective   Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the   Effective Date shall not occur unless each of the foregoing conditions is satisfied (or waived   pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on December 31, 2015;   provided, however, than any such failure shall not terminate or impair the Original Credit   Agreement and the Original Credit Agreement, and the obligations of the Loan Parties and the   Lenders party thereto shall remain in full force and effect.   Section 4.02. Each Credit Event.  The obligation of each Lender to make a Loan on the   occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter   of Credit, is subject to the satisfaction of the following conditions:   (a) The representations and warranties of the Borrowers and each other Loan   Party set forth in this Agreement and the other Loan Documents shall be true and correct in all   material respects (other than those representations and warranties that are expressly qualified by   a Material Adverse Effect or other materiality, in which case such representations and warranties   shall be true and correct in all respects) on and as of the date of such Borrowing or the date of   issuance, amendment, renewal or extension of such Letter of Credit, as applicable.   (b) At the time of and immediately after giving effect to such Borrowing or   the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default   shall have occurred and be continuing.   (c) At the time of making and immediately after giving effect to any   Revolving Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as   applicable, the total Revolving Credit Exposure of any Class shall not exceed the total Revolving   Commitments of such Class.    (d) Administrative Agent, and if applicable, the Issuing Bank or Swingline   Lender shall have received a Borrowing Request or a notice requesting the issuance, amendment,   renewal or extension of such Letter of Credit, as the case may be, in each case, in accordance   with the requirements of this Agreement.    Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall   be deemed to constitute a representation and warranty by the Loan Parties on the date thereof as   to the matters specified in paragraphs (a) and (b) of this Section.     





 







   75   DMSLIBRARY01:26808156.18   ARTICLE  V.      AFFIRMATIVE COVENANTS   Until the Commitments have expired or been terminated and the Obligations and other   amounts payable hereunder and under the other Loan Documents shall have been paid in full and   all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been   reimbursed, each Borrower covenants and agrees with the Administrative Agent and the Lenders   that:   Section 5.01. Financial Statements and Other Information.  Each Borrower will furnish   to the Administrative Agent and each Lender:   (a) within ninety (90) days after the end of each fiscal year of Parent, Parent’s   audited consolidated balance sheet and related statements of operations, stockholders’ equity and   cash flows as of the end of and for such year, setting forth in each case in comparative form the   figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other   independent public accountants of recognized national standing (without a “going concern” or   like qualification or exception and without any qualification or exception as to the scope of such   audit (other than, in the case of a change in accountants, an exception as to scope relating to prior   years not audited by such accountants)) to the effect that such consolidated financial statements   present fairly in all material respects the financial condition and results of operations of Parent   and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently   applied;   (b) within forty-five (45) days after the end of each of the first three fiscal   quarters of each fiscal year of Parent, Parent’s consolidated and consolidating balance sheet and   related statements of operations, stockholders’ equity and cash flows as of the end of and for   such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in   comparative form the figures for the corresponding period or periods of (or, in the case of the   balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial   Officers as presenting fairly in all material respects the financial condition and results of   operations of Parent and its consolidated and consolidating Subsidiaries on a consolidated basis   in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and   the absence of footnotes;   (c) concurrently with any delivery of financial statements under clause (a) or   (b) of this Section, a compliance certificate in the form of Exhibit C and signed by a Financial   Officer of Parent (i) certifying as to whether a Default has occurred and, if a Default has   occurred, specifying the details thereof and any action taken or proposed to be taken with respect   thereto, and (ii) stating whether any change in GAAP or in the application thereof has occurred   since the date of the audited financial statements referred to in Section 3.04 and, if any such   change has occurred, specifying the effect of such change on the financial statements   accompanying such certificate;   (d) as soon as available, but in any event not more than forty-five (45) days   after the end of each fiscal year of such Borrower, a copy of the budget and forecast (including a     





 







   76   DMSLIBRARY01:26808156.18   projected consolidated income statement) of Parent and its Subsidiaries for each quarter of the   upcoming fiscal year in form reasonably satisfactory to the Administrative Agent;   (e) promptly upon receipt thereof, copies of any reports submitted by Parent’s   accountants in connection with each annual, interim or special audit or review of any type of the   financial statements or internal control systems of any such Borrower or any of its Subsidiaries   made by such accountants, including any comment letters submitted by such accountants to   management of any Borrower or any Subsidiary in connection with their services;   (f) promptly after the same become publicly available, copies of all periodic   and other reports, proxy statements and other materials filed by any Borrower or any Subsidiary   with the Securities and Exchange Commission, or any Governmental Authority succeeding to   any or all of the functions of said commission, or with any national securities exchange; or   distributed by a Borrower to its shareholders generally as the case may be; and   (g) promptly following any request therefor, such other information regarding   the operations, business affairs and financial condition of each Borrower or any Subsidiary, or   compliance with the terms of this Agreement or any other Loan Document, as the Administrative   Agent or any Lender may reasonably request.   The information and other materials required to be delivered pursuant to this Section 5.01 may   be delivered electronically by Parent to Administrative Agent and Lenders pursuant to   procedures approved by the Administrative Agent; provided that, Parent shall deliver paper   copies of any such information and/or materials delivered electronically after the date delivery is   required under this Section 5.01 to the Administrative Agent or any Lender which requests such   delivery within five Business Days after such request.   Section 5.02. Notices of Material Events.  Borrowers will furnish to the Administrative   Agent and each Lender prompt written notice of the following:   (a) the occurrence of any Default;   (b) the filing or commencement of any action, suit or proceeding by or before   any arbitrator or Governmental Authority against or affecting any Borrower, any Loan Party or   any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;   (c) an Adverse Tax Ruling; and   (d) any other development that results in, or could reasonably be expected to   result in, a Material Adverse Effect.   Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial   Officer or other executive officer of the applicable Borrower setting forth the details of the event   or development requiring such notice and any action taken or proposed to be taken with respect   thereto.   Section 5.03. Existence; Conduct of Business.  Each Loan Party will, and will cause   each of its Material Subsidiaries to, do or cause to be done all things necessary to preserve,     





 







   77   DMSLIBRARY01:26808156.18   renew and keep in full force and effect its legal existence and the rights, licenses, permits,   privileges and franchises material to the conduct of its business; provided that the foregoing shall   not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.   Section 5.04. Payment of Obligations.  Each Borrower will, and will cause each of its   Subsidiaries to, pay its obligations, including liabilities for any Taxes, that, if not paid, could   result in a Material Adverse Effect before the same shall become delinquent or in default, except   where (a) the validity or amount thereof is being contested in good faith by appropriate   proceedings, (b) such Borrower or such Subsidiary has set aside on its books adequate reserves   with respect thereto in accordance with GAAP and (c) the failure to make payment pending such   contest could not reasonably be expected to result in a Material Adverse Effect. Each Borrower   will, and will cause each of its Subsidiaries to, perform its obligations under any contractual   obligation to which such Borrower or such Subsidiary is bound or to which any of its properties   is subject, except where the failure to perform could not reasonably be expected to have, either   individually or in the aggregate, a Material Adverse Effect.   Section 5.05. Maintenance of Properties; Insurance.  Each Borrower will, and will cause   each of its Subsidiaries to (a) keep and maintain all property material to the conduct of the   business of Parent and its Subsidiaries (taken as a whole) in good working order and condition,   ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable   insurance companies, insurance in such amounts and against such risks as are customarily   maintained by companies engaged in the same or similar businesses operating in the same or   similar locations. All insurance policies required hereunder shall name the Administrative Agent   as an additional insured or as loss payee, as applicable, and shall contain loss payable clauses or   mortgagee clauses, through endorsements in form and substance satisfactory to the   Administrative Agent, which provide that: (i) all proceeds thereunder with respect to any   Collateral shall be payable to the Lender; (ii) no such insurance shall be affected by any act or   neglect of the insured or owner of the property described in such policy; and (iii) such policy and   loss payable or mortgagee clauses may be canceled, amended, or terminated only upon at least   thirty days prior written notice given to the Administrative Agent. Upon, the request of the   Administrative Agent, the Borrowers will furnish to the Administrative Agent, information in   reasonable detail as to the insurance so maintained.    Section 5.06. Books and Records; Inspection Rights.  Parent will, and will cause each of   its Subsidiaries to, keep proper books of record and accounts in which full, true and correct   entries are made of all dealings and transactions in relation to its business and activities. Each   Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated   by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its   properties, to examine and make extracts from its books and records (and, at the request of the   Administrative Agent or Required Lenders, to perform audits of such books and records), and to   discuss its affairs, finances and condition with its officers and independent accountants, all at   such reasonable times and as often as reasonably requested. All such visits, inspections, or audits   by the Administrative Agent or any Lender shall be at the Borrowers’ expense. Each Borrower   acknowledges that the Administrative Agent, after exercising its rights hereunder, may prepare   and distribute to the Lenders certain Reports pertaining to the Loan Parties’ and their   Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders.      





 







   78   DMSLIBRARY01:26808156.18   Section 5.07. Compliance with Laws.  Each Borrower will, and will cause each of its   Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental   Authority applicable to it or its property, except where the failure to do so, individually or in the   aggregate, could not reasonably be expected to result in a Material Adverse Effect. Parent will   maintain in effect and enforce, for itself and its Subsidiaries, policies and procedures designed to   ensure compliance by Parent, its Subsidiaries and their respective directors, officers, employees   and agents with Anti-Corruption Laws and applicable Sanctions.   Section 5.08. Use of Proceeds.  The proceeds of the Loans shall be used only (a) for   general corporate purposes of the Borrowers and their Subsidiaries (including, without   limitation, to fund Permitted Acquisitions), (b) to fund all or a portion of the purchase price   pursuant to and in accordance with the Argotec Acquisition Agreement to consummate the   Argotec Acquisition on the Effective Date and (c) to pay Acquisition Expenses and expenses   relating to the negotiation and documentation of this Agreement.  No part of the proceeds of any   Loan (i) will be used, whether directly or indirectly, for any purpose that entails a violation of   any of the Regulations of the Board, including Regulations T, U and X or (ii) will be used in   violation of any Sanctions applicable to any party hereto.   Section 5.09. Further Assurances; Additional Borrowers.   (a) Subject to applicable law, each Loan Party shall cause each of its   Domestic Subsidiaries that constitutes a Material Subsidiary (other than, (i) Domestic   Subsidiaries owned indirectly through a Foreign Subsidiary and (ii) any Excluded Subsidiary) to   guaranty the Obligations on or prior to the date such Subsidiary becomes a Material Subsidiary   (or such longer period as may be agreed to by Administrative Agent in writing) by executing a   joinder to the Security Agreement and a joinder to the Subsidiary Guaranty. Upon execution and   delivery thereof, each such Person shall become a Loan Guarantor and thereupon shall have all   of the rights, benefits, duties and obligations in such capacity under the Loan Documents.   Without limiting the foregoing, each Borrower will, and will cause each Subsidiary to, execute   and deliver, or cause to be executed and delivered, to the Administrative Agent such documents,   agreements and instruments, and will take or cause to be taken such further actions which may   be required by law or which the Administrative Agent may, from time to time, reasonably   request to carry out the terms and conditions of this Agreement and the other Loan Documents at   the expense of the Borrowers. The Loan Parties shall deliver, or cause to be delivered, to   Administrative Agent, in connection with the execution and delivery of each such joinder   agreements, appropriate resolutions, secretary certificates, certified organizational documents   and, if requested by Administrative Agent, legal opinions relating to the matters described in this   Section 5.09 (which opinions shall be in form and substance reasonably acceptable to   Administrative Agent).   (b) The Borrowers may, upon not less than twenty (20) Business Days’ notice   from the Borrowers to the Administrative Agent (or such shorter period as may be agreed by the   Administrative Agent in its sole discretion), designate, with the prior written consent of the   Administrative Agent and the Lenders (such consent not to be unreasonably withheld), any   Subsidiary of Parent (an “Additional Borrower”) as a new borrower to receive Loans (or   reallocate existing Loans), pursuant to terms and conditions to be mutually agreed to by the   Borrowers and the Administrative Agent and in accordance with this Section 5.09(b). Prior to     





 







   79   DMSLIBRARY01:26808156.18   any Borrower becoming entitled to receive certain Loans, the Administrative Agent and the   Lenders shall have received (i) an amendment hereto in form, content and scope reasonably   satisfactory to the Administrative Agent providing for such Additional Borrower becoming a   Borrower hereunder, such amendment only requiring the signatures of the Administrative Agent,   the Borrowers and the Additional Borrower(s), subject only to the approval of other Lenders if   any such amendment also amends terms which would require the approval of the Required   Lenders, affected Lenders or all Lenders, as the case may be, pursuant to Section 9.02, (ii) one   or more joinder agreements (or similar documents) to the applicable Loan Documents as   requested by Administrative Agent, (iii) such supporting resolutions, secretary certificates,   opinions of counsel and other documents or information, in form, content and scope reasonably   satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the   Required Lenders in their sole discretion, and (iv) notes signed by such new Additional   Borrower to the extent any Lender so requires. If the Administrative Agent and the Lenders   agree that the Additional Borrower shall be entitled to receive Loans and that the conditions set   forth in this Section 5.09(b) are satisfied, then the Administrative Agent shall send a written   notice to the Lenders specifying the effective date upon which the Additional Borrower may   receive Loans, whereupon each of the Lenders agrees to permit such Additional Borrower to   receive Loans (or reallocate existing Loans), on the terms and conditions set forth herein.    Notwithstanding the foregoing, and as conditions precedent to any Lender being obligated to   make any Loans or issue any Letters of Credit to any Additional Borrower on the occasion of   the first Borrowing by, or issuance of a Letter of Credit for the account of, such Additional   Borrower, if the designation of such Additional Borrower obligates the Administrative Agent or   any Lender to comply with “know your customer” or similar identification procedures in   circumstances where the necessary information is not already available to it, Parent shall, and   shall cause such Additional Borrower to, promptly upon the request of the Administrative Agent   or any Lender, supply such documentation and other evidence as is reasonably requested by the   Administrative Agent or any Lender in order for the Administrative Agent or such Lender to   carry out and be satisfied it has complied with all necessary “know your customer” or other   similar checks under all applicable laws and regulations.  In addition to the immediately   preceding condition precedent, on the occasion of the first Borrowing by, or issuance of a Letter   of Credit for the account of, an Additional Borrower, any extension of credit or issuance of a   Letter of Credit to a proposed Additional Borrower that is not organized under the laws of the   United States or any political subdivision thereof shall not contravene any law or regulation   applicable to each Lender extending credit.   (c)  Subject to subsection (d) below, each Loan Party will grant to the   Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties,    a Lien under New York law in (i) 100% of the issued and outstanding Equity Interests of each of   its Domestic Subsidiaries (and in the case of SWM Luxembourg and SWM Holdco 1, their   respective first tier Domestic Subsidiaries and Foreign Subsidiaries) and (ii) 65% of the issued   and outstanding Equity Interests in each Foreign Subsidiary directly owned by any U.S.   Borrower or any Domestic Subsidiary pursuant to the terms and conditions of the Loan   Documents or other security documents as the Administrative Agent shall reasonably request;   provided, that in no event shall any Loan Party be required to execute any Loan Documents   governed by any law other than the laws of the State of New York or such other political   subdivision of the United States that may be applicable.     





 







   80   DMSLIBRARY01:26808156.18   (d) Notwithstanding any other provision of this Agreement, any of the   Collateral Documents or any of the Loan Documents, the Loan Parties shall not be required to   take any action (other than the filing UCC financing statements) to perfect any Lien in (i)   vehicles or any other assets subject to certificates of title; (ii) commercial tort claims of U.S.   Loan Parties below a threshold of $10,000,000; (iii) letter of credit rights of U.S. Loan Parties   below a threshold of $10,000,000; (iv) intercompany promissory notes; and (v) Excluded   Accounts; provided, further, that the Foreign Borrowers shall not be required to grant or perfect   any Lien on their assets other than pursuant to a pledge under New York law of the Equity   Interests of the first tier Subsidiaries of the Foreign Borrowers.   Section 5.10. OFAC.  Each Borrower shall (a) ensure, and cause each of its Subsidiaries   to ensure, that no Person who owns a controlling interest in or otherwise controls such Borrower   or any such Subsidiary is or shall be listed on the Specially Designated Nationals and Blocked   Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”),   the Department of the Treasury or included in any Executive Orders, (b) not use or permit the   use of the proceeds of the Loans to violate any of the foreign asset control regulations of OFAC   or any enabling statute or Executive Order relating thereto and (c) comply, and cause each   Subsidiary to comply, with all applicable Bank Secrecy Act regulations, as amended.   Section 5.11. Centre of Main Interest.  Each Foreign Borrower will maintain its centre   of main interest in its jurisdiction of organization.   Section 5.12. Post Closing Matters.  Each Loan Party shall execute and deliver the   documents and complete the tasks set forth on Schedule 5.12, in each case within the time limits   specified therein (or such longer period of time acceptable to the Administrative Agent).   ARTICLE  VI.      NEGATIVE COVENANTS   Until the Commitments have expired or terminated and the Obligations and other   amounts payable hereunder and under the other Loan Documents have been paid in full and all   Letters of Credit have expired or terminated and all LC Disbursements have been reimbursed,   each Borrower covenants and agrees with the Administrative Agent and the Lenders that:   Section 6.01. Indebtedness.  Parent will not permit any of its Subsidiaries (other than   Loan Guarantors) to create, incur, assume, or permit to exist any Indebtedness, except:   (a) Indebtedness created under the Loan Documents;   (b) intercompany Indebtedness permitted pursuant to Section 6.04;   (c) Indebtedness arising under any employee benefit plan sponsored by   Schweitzer Mauduit France S.A.S., LTR Industries S.A., PDM Industries S.N.C., Papeteries de   Mauduit S.A.S., Malaucene Industries S.N.C., Papeteries de Mauduit S.A.S., Papeteries de Saint-   Girons S.A.S., Saint-Girons Industries S.N.C., SWM-Poland Sp. Zo o, or any of their   Subsidiaries;     





 







   81   DMSLIBRARY01:26808156.18   (d) other Indebtedness of any such Person of the type permitted to be secured   by Section 6.02(o) or Section 6.02(p);   (e) all reimbursement obligations arising under letters of credit (including   standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar   instruments arising in the ordinary course of business;    (f) other unsecured Indebtedness of Parent; provided, that, before and after   the incurrence of such Indebtedness (x) no Default or Event of Default exists or would be caused   thereby and (y) Parent on a consolidated basis shall be in pro forma compliance (after giving   effect to the incurrence of any Indebtedness, calculated in a manner reasonably satisfactory to the   Administrative Agent) with the then applicable covenant levels as set forth in Section 6.10(b)   and (c), in each case, minus 0.25, calculated for the four (4) fiscal quarter period ending on the   last day of the most recently ended quarter for which financial statements of Parent have been   delivered to Administrative Agent pursuant to Section 5.01(a) or (b); and    (g) Indebtedness of any Subsidiary of Parent  in an aggregate amount for all   such Indebtedness permitted under this clause (g) not to exceed the Equivalent Amount equal to   the greater of $50,000,000 or 10% of consolidated net tangible assets of Parent and its   Subsidiaries.   Section 6.02. Liens.  The Borrowers will not, nor will they permit any Significant   Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now   owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts   receivable) or rights in respect of any thereof, except:   (a) Permitted Encumbrances;   (b) Liens securing the Obligations;   (c) Liens securing Indebtedness set forth in Schedule 6.02 and refinancings of   such Indebtedness; provided that, the aggregate principal amount of such Indebtedness shall not   be increased since the Effective Date;   (d) Liens arising in the ordinary course of business 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;   (e) Liens on the assets and properties of Persons which become Subsidiaries   of Parent after the date of this Agreement securing Indebtedness permitted hereby; provided that,   such Liens are in existence at the time the respective Persons become Subsidiaries of Parent and   were not created in anticipation thereof;   (f) Liens resulting from progress payments or partial payments under United   States government contracts or subcontracts;     





 







   82   DMSLIBRARY01:26808156.18   (g) Liens existing on the assets and properties acquired by the Borrowers or   their Subsidiaries in the ordinary course of business prior to any such Borrower’s or such   Subsidiary’s acquisition of such assets and properties;   (h) bankers’ Liens, rights of setoff and other similar Liens existing solely with   respect to cash and cash equivalents on deposit in one or more accounts maintained by Parent or   any Subsidiary of Parent, in each case granted in the ordinary course of business in favor of the   bank or banks with which such accounts are maintained, securing amounts owing to such bank   with respect to cash management and operating account arrangements, including those involving   pooled accounts and netting arrangements;   (i) leases or subleases granted to others not interfering in any material respect   with the business of Parent or any Subsidiary of Parent and any interest or title of a lessor under   any lease (whether a Capital Lease or an operating lease) permitted by this Agreement;   (j) Liens arising from the granting of a lease or license to enter into or use   any asset of Parent or any Subsidiary of Parent to any Person in the ordinary course of business   of Parent or such Subsidiary that does not interfere in any material respect with the use or   application by Parent or such Subsidiary of the asset subject to such license in the business of   Parent or such Subsidiary;   (k) Liens attaching solely to cash earnest money deposits made by Parent or   any Subsidiary of Parent in connection with any letter of intent or purchase agreement entered   into in connection with a Permitted Acquisition permitted hereunder;   (l) Liens arising from precautionary UCC financing statements (or analogous   personal property security filings or registrations in other jurisdictions) regarding operating   leases;   (m) Liens on insurance policies and proceeds thereof to secure premiums   thereunder;   (n) Liens relating solely to employee contributions withheld from pay   imposed by applicable pension law;   (o) Liens on Equity Interests issued by a joint venture of Parent or any of its   Subsidiaries (but that is not a Subsidiary of Parent) securing Indebtedness of such joint venture   permitted hereunder so long as such Indebtedness is recourse to Parent and/or its Subsidiaries   solely to the extent of such Equity Interest and substantially similar Liens have been pledged by   each other Person owning Equity Interests in such joint venture to secure such Indebtedness;   (p) purchase money Liens or purchase money security interests upon or in any   fixed assets acquired or held by any Borrower or its Subsidiaries in the ordinary course of   business to secure the purchase price of such fixed assets or to secure Indebtedness incurred   solely for the purpose of financing the acquisition of such fixed assets; provided that the   aggregate principal amount of the Indebtedness secured by the Liens permitted by this clause (p)   shall not, on the date such Lien is granted and after giving effect thereto, exceed an aggregate   amount equal to 30% of Parent’s Tangible Net Worth at any time;      





 







   83   DMSLIBRARY01:26808156.18   (q) Liens securing Indebtedness and other obligations or liabilities not   expressly permitted by clauses (a) through (p) above; provided that the aggregate principal   amount of the Indebtedness and other obligations or liabilities secured by the Liens permitted by   this clause (q) shall not exceed an aggregate amount equal to the Equivalent Amount of   $25,000,000 at any time outstanding (for purposes of this clause (q), the amount of such   obligations or liabilities (other than with respect to Indebtedness) shall equal the amounts for   such obligations or liabilities set forth in the financial statements then last delivered to the   Administrative Agent under Section 5.01(a) and Section 5.01(b) or, to the extent not set forth in   such financial statements, as determined in good faith by a Financial Officer of Parent); and    (r) Liens securing Indebtedness permitted under Section 6.01(g).   Section 6.03. Fundamental Changes; Asset Sales.   (a) The Borrowers will not, nor will they permit any of their Subsidiaries to,   merge into or consolidate with any other Person, or permit any other Person to merge into or   consolidate with, or liquidate or dissolve or commence a Bankruptcy Action, except that, if at the   time thereof and immediately after giving effect thereto no Default shall have occurred and be   continuing, (i) any Subsidiary may merge into a Borrower in a transaction in which such   Borrower is the surviving entity, (ii) any Subsidiary may merge into any Subsidiary in a   transaction in which the surviving entity is a Subsidiary (and, if either such Subsidiary is a Loan   Guarantor, then the surviving entity shall also be a Loan Guarantor); provided that if a Foreign   Borrower is a party to any such transaction, either such Foreign Borrower shall be the surviving   entity or the surviving entity thereof shall assume the obligations of such Foreign Borrower   under this Agreement and the other Loan Documents pursuant to such documents, instruments   and agreements and further actions which the Administrative Agent may request (including,   without limitation, one or more opinions of legal counsel) in form and substance acceptable to   the Administrative Agent, (iii) any Subsidiary (other than a Subsidiary that is a Borrower) may   liquidate or dissolve if Parent determines in good faith that such liquidation or dissolution is in   the best interests of Parent and its Subsidiaries and is not materially disadvantageous to the   Lenders (provided that in the event any such liquidation or dissolution involves a Loan   Guarantor then the assets of such Subsidiary (if any) shall be transferred to Parent or another   Loan Guarantor), (iv) a Borrower or any Subsidiary may consummate a Permitted Acquisition   and the Argotec Acquisition, and (v) upon the occurrence of an Adverse Tax Ruling with respect   to SWM Brazil or at any time from and after the Effective Date with respect to P de Mal, Parent   may (A) abandon, transfer or otherwise dispose of its Equity Interest in SWM South, SWM   Brazil or P de Mal, as applicable, to any one or more Persons or (B) undertake a Bankruptcy   Action if Parent determines in good faith that such abandonment, transfer, disposition or   Bankruptcy Action is in the best interests of Parent and its Subsidiaries; provided that any such   merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such   merger shall not be permitted unless also permitted by Section 6.04;   (b) The Borrowers will not, nor will they permit any of their Subsidiaries to,   make any Asset Disposition, except for (i) Asset Dispositions among the Subsidiaries, (ii) Asset   Dispositions of (A) assets held by Schweitzer-Mauduit RTL Philippines, Inc. and (B) assets   identified in that certain Side Letter, dated as of the Effective Date by and between the   Administrative Agent and Parent (a copy of which was made available to the Lenders on or prior     





 







   84   DMSLIBRARY01:26808156.18   to the Effective Date), (iii) Asset Dispositions to the extent made in connection with an   investment in a Person expressly permitted under Section 6.04(f); (iv) other Asset Dispositions   of property that, together with all other property of Borrowers and their Subsidiaries previously   leased, sold or disposed of in Asset Dispositions do not exceed the greater of the Equivalent   Amount of (A) $25,000,000 and (B) 2.5% of the value of the consolidated assets of Parent and   its Subsidiaries (as measured as of the last day of the immediately preceding fiscal year) during   any fiscal year; (v) other Asset Dispositions in an aggregate amount not to exceed $200,000,000   during the term of this Agreement, so long as (w) such Asset Disposition is made for fair market   value, (x) at least seventy-five percent (75%) of the consideration for such Asset Disposition is in   the form of cash or cash equivalents, (y) Parent on a consolidated basis shall be in pro forma   compliance (after giving effect to such Asset Disposition, calculated in a manner reasonably   satisfactory to the Administrative Agent) with the then applicable covenant levels as set forth in   Section 6.10(b) and (c), in each case, minus 0.25, calculated for the four (4) fiscal quarter period   ending on the last day of the most recently ended quarter for which financial statements of Parent   have been delivered to Administrative Agent pursuant to Section 5.01(a) or (b) and (z) the Net   Cash Proceeds received by Parent, any Guarantor or, to the extent any prepayment with such Net   Cash Proceeds would not result in an adverse tax consequence (as determined in good faith by   Parent), any Subsidiary of Parent or a Guarantor, are used to prepay the Term Loans in   accordance with Section 2.11(c) up to the amount necessary for Parent to be in compliance with   clause (v)(y) above; provided, that during any Retained Proceeds Period, Parent on a   consolidated basis shall be in pro forma compliance (after giving effect to such Asset   Disposition, calculated in a manner reasonably satisfactory to the Administrative Agent) with the   then applicable covenant level set forth in Section 6.10(d), calculated for the four (4) fiscal   quarter period ending on the last day of the most recently ended quarter for which financial   statements of Parent have been delivered to Administrative Agent pursuant to Section 5.01(a) or   (b)  and (vi) other Asset Dispositions in an unlimited amount so long as (w) such Asset   Disposition is made for fair market value, (x) at least seventy-five percent (75%) of the   consideration for such Asset Disposition is in the form of cash or cash equivalents, (y) Parent on   a consolidated basis shall have a Net Debt to EBITDA Ratio (after giving effect to such Asset   Disposition, calculated on a pro forma basis in a manner reasonably satisfactory to the   Administrative Agent) of not greater than 2.50 to 1.00, calculated for the four (4) fiscal quarter   period ending on the last day of the most recently ended quarter for which financial statements of   Parent have been delivered to Administrative Agent pursuant to Section 5.01(a) or (b) and (z) the   Net Cash Proceeds received by Parent, any Guarantor or, to the extent any prepayment with such   Net Cash Proceeds would not result in an adverse tax consequence (as determined in good faith   by Parent), any Subsidiary of Parent or a Guarantor, are used to prepay the Term Loans in   accordance with Section 2.11(c) up to the amount necessary for Parent to be in compliance with   clause (vi)(y) above; provided, however during any Retained Proceeds Period (A) for purposes   of calculating the Net Debt to EBITDA Ratio pursuant to clause (vi)(y) above and for purposes   of all future calculations of the Net Debt to EBITDA Ratio during any Retained Proceeds Period,   at the Borrower’s option to be exercised on or prior to the date of such Asset Disposition, either   (1) such Retained Proceeds shall not be netted from Total Debt in making such calculation or (2)   the cash and cash equivalents netted from Total Debt in making such calculation shall be limited   to an amount equal to Borrowers’ EBITDA for the four (4) fiscal quarter period most recently   ended on or prior to the date for which such calculation is made, calculated on a pro forma basis   after giving effect to such sale and to any debt repayments resulting from such sale, and (B)     





 







   85   DMSLIBRARY01:26808156.18   Parent on a consolidated basis shall be in pro forma compliance (after giving effect to such Asset   Disposition, calculated in a manner reasonably satisfactory to the Administrative Agent) with the   then applicable covenant level set forth in Section 6.10(d), calculated for the four (4) fiscal   quarter period ending on the last day of the most recently ended quarter for which financial   statements of Parent have been delivered to Administrative Agent pursuant to Section 5.01(a) or   (b); and    (c) The Borrowers will not, nor will they permit any of their Subsidiaries to,   engage to any material extent in any business other than (i) businesses of the type conducted by   Parent and its Subsidiaries on the date of execution of this Agreement, (ii) the design,   manufacture or sale of paper or resin based products or films, non-wovens products, or   reconstituted technology based products, or (iii) any business which is reasonably similar,   ancillary, complementary or related to, or a reasonable extension, development or expansion of,   any of the foregoing. Without limiting the foregoing, SWM Luxembourg shall not engage in any   business activity other than (i) performing its obligations under the Loan Documents, (ii) owning   the Equity Interests of its Subsidiaries, together with activities directly related thereto (including,   but not limited to, activities to facilitate Permitted Acquisitions made by any of its Subsidiaries)   and (iii) engaging in intellectual property investment and development including (a) investment   in research and development projects to generate intellectual property relevant to the strategic   goals of Parent, (b) management of its intellectual property portfolio, including, without   limitation, the intellectual property set forth on Schedule 3.24, (c) licensing use of its intellectual   property to Parent, Subsidiaries of Parent and third parties and (d) any business activity that is   reasonably related to the foregoing.   Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The   Borrowers will not, nor will they permit any of their Subsidiaries to, purchase, hold or acquire   (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior   to such merger) any Equity Interests, evidences of indebtedness or other securities (including any   option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any   loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or   any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a   series of transactions) any assets of any other Person constituting a business unit (collectively,   each an “Investment”), except:   (a) Permitted Investments;   (b) Investments by any Borrower existing on the date hereof in the Equity   Interests of its Subsidiaries;   (c) Investments (i) to consummate Permitted Acquisitions and the Argotec   Acquisition and (ii) consisting of transfers of the Equity Interests of any Foreign Subsidiary   acquired in a Permitted Acquisition or in the Argotec Acquisition by any Loan Party or other   Domestic Subsidiary to any other Foreign Subsidiary to the extent such transfer is not prohibited   under Section 6.03;   (d) (i) Investments made by any Borrower to any Loan Guarantor and made   by any Loan Guarantor to any Borrower or any other Loan Guarantor, (ii) Investments made by     





 







   86   DMSLIBRARY01:26808156.18   any Subsidiary that is not a Loan Guarantor to any other Subsidiary that is not a Loan Guarantor,   (iii) Investments made by any Subsidiary that is not a Loan Guarantor to any Borrower or any   Loan Guarantor and (iv) Investments made by any Borrower to any Subsidiary that is not a Loan   Guarantor and made by any Subsidiary that is not a Loan Guarantor to any Borrower or any   other Subsidiary that is not a Loan Guarantor so long as at the time of such loan, advance or   Guarantee pursuant to this clause (iv), Parent on a consolidated basis shall be in compliance with   Section 6.10(b) as of the last day of the most recently ended quarter for which financial   statements of Parent have been delivered (and such financial statements have been delivered in   accordance with the terms hereof);   (e) Guarantees constituting Indebtedness permitted by Section 6.01;   (f) any other Investments (other than any such Investments made in   connection with acquiring from any Person other than Parent or a Subsidiary (i) all or   substantially all of the assets of a Person, (ii) all or substantially all of any business or division of   a Person, or (iii) a majority or more of the Equity Interests of any Person), so long as prior to and   after giving effect to any such Investment, Parent on a consolidated basis shall have a Net Debt   to EBITDA Ratio (after giving effect to any such Investment, calculated on a pro forma basis in   a manner satisfactory to Administrative Agent) of not greater than the then applicable covenant   level as set forth in Section 6.10(b) minus 0.25, calculated for the four (4) fiscal quarter period   ending on the last day of the most recently ended quarter for which financial statements of Parent   have been delivered to Administrative Agent pursuant to Section 5.01(a) or Section 5.01(b); and   (g) Swap Agreements entered into by any Borrower or any Subsidiary   permitted by Section 6.05.    Section 6.05. Swap Agreements.  The Borrowers will not, and will not permit any of   their Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into   to hedge or mitigate risks to which any such Borrower or any Subsidiary has actual exposure   (other than those in respect of Equity Interests of any such Borrower or any of its Subsidiaries)   and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest   rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise)   with respect to any interest-bearing liability or investment of any such Borrower or any   Subsidiary.   Section 6.06. Restricted Payments; Stock Purchases.   (a) The Borrowers will not, nor will they permit any of their Subsidiaries to,   declare, pay or make, or agree to declare, pay or make, directly or indirectly, any Restricted   Payment, except (i) each Borrower may declare and pay dividends with respect to its Equity   Interests payable solely in additional shares of its common stock, (ii) Subsidiaries may declare   and pay dividends (A) ratably with respect to their Equity Interests and/or (B) to Parent or any   wholly-owned Subsidiary of Parent, (iii) the Borrowers may make Restricted Payments pursuant   to and in accordance with equity incentive plans or other benefit plans for management or   employees of the Borrowers and their Subsidiaries, and (iv) Parent may declare and pay cash   dividends with respect to its Equity Interests, so long as prior to and after giving effect to any   dividend, Parent on a consolidated basis shall have a Net Debt to EBITDA Ratio (after giving     





 







   87   DMSLIBRARY01:26808156.18   effect to any such dividend, calculated on a pro forma basis in a manner satisfactory to   Administrative Agent) of not greater than the then applicable covenant level as set forth in   Section 6.10(b) minus 0.25, calculated for the four (4) fiscal quarter period ending on the last day   of the most recently ended quarter for which financial statements of Parent have been delivered   to Administrative Agent pursuant to Section 5.01(a) or Section 5.01(b).    (b) Parent will not purchase, redeem or otherwise acquire any shares of its   Equity Interests except that Parent may purchase, redeem or acquire (i) shares of its Equity   Interests, so long as prior to and after giving effect to any such purchase, redemption or other   acquisition, Parent on a consolidated basis shall have a Net Debt to EBITDA Ratio (after giving   effect thereto, calculated on a pro forma basis in a manner satisfactory to Administrative Agent)   of not greater than the then applicable covenant level as set forth in Section 6.10(b) minus 0.25   for the four (4) fiscal quarter period ending on the last day of the most recently ended quarter for   which financial statements of Parent have been delivered to Administrative Agent pursuant to   Section 5.01(a) or Section 5.01(b), (ii) its Equity Interests in connection with its employee   401(k) retirement plan, and (iii) its Equity Interests sold in connection with a cashless exercise of   stock options granted under Parent’s equity participation plan.    Section 6.07. Transactions with Affiliates.  The Borrowers will not, nor will they permit   any of their Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or   purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any   other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions not   less favorable to any Borrower or such Subsidiary than could be obtained on an arm’s-length   basis from unrelated third parties, (b) transactions between or among either of the Borrowers and   their wholly owned Subsidiaries not involving any other Affiliate, (c) any Restricted Payment   permitted by Section 6.06; (d) any transaction which is not permitted (in whole or in part) under   Section 6.07(a) above entered into by Parent or any of its Subsidiaries with a joint venture of   Parent or any of its Subsidiaries (but that is not a Subsidiary of Parent) to the extent such   transaction (or the portion thereof which is not permitted under Section 6.07(a)) constitutes an   investment permitted under Section 6.04, (e) customary fees paid, and reimbursement of   reasonable expenses, to members of the board of directors of Parent or any of its Subsidiaries, (f)   customary compensation (including salaries and bonuses) paid, and reimbursement of reasonable   expenses, to officers and employees of Parent or any Subsidiary of Parent and (g) pursuant to   one of more transaction permitted under Section  6.03(b)(ii).   Section 6.08. Restrictive Agreements.  The Borrowers will not, nor will they permit any   of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or   other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any   such Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of the   property or assets of any Borrower or any of its Subsidiaries as security for the Obligations or (b)   the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of   its capital stock or to make or repay loans or advances to any Borrower or any other Subsidiary   or to Guarantee Indebtedness of any such Borrower or any other Subsidiary; provided that (i) the   foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii)   the foregoing shall not apply to restrictions and conditions existing on the date hereof identified   on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or   modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall     





 







   88   DMSLIBRARY01:26808156.18   not apply to customary restrictions and conditions contained in agreements relating to the sale of   assets or Equity Interests of a Subsidiary pending such sale, provided that such restrictions and   conditions apply only to the Subsidiary or such Equity Interests that are to be sold and such sale   is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or   conditions imposed by any agreement relating to secured Indebtedness permitted by this   Agreement if such restrictions or conditions apply only to the property or assets securing such   Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases   restricting the assignment thereof, (vi) the foregoing shall not apply to customary encumbrances   or restrictions in joint venture agreements, asset sale agreements, sale-leaseback agreements,   stock sale agreements and other similar agreements, which restrictions relate solely to the   activities of such joint venture or are otherwise applicable only to the assets that are the subject   to such agreement, (vii) the foregoing shall not apply to any such agreement imposed in   connection with consignment agreements entered into in the ordinary course of business, (viii)   the foregoing shall not apply to customary anti-assignment provisions contained in agreements   entered into in the ordinary course of business, (ix) the foregoing shall not apply to customary   subordination of subrogation, contribution and similar claims contained in guaranties permitted   hereunder, (x) the foregoing shall not apply to customary restrictions on cash deposits or other   deposits imposed by customers under contracts entered into in the ordinary course of business,   (xi) the foregoing shall not apply to customary restrictions on the transfer, lease, or license of any   property or asset of any Loan Party in effect on the Effective Date that were entered into in the   ordinary course of business, (xii) clause (b) of the foregoing shall not apply to restrictions   contained in agreements governing intercompany Indebtedness permitted by Section 6.01;   provided, that any notes or other instruments governing such intercompany Indebtedness may   not be subject to a Lien other than Permitted Encumbrances and Liens securing the Secured   Obligations and (xiii) the foregoing shall not apply to encumbrances or restrictions in documents   governing Indebtedness assumed or incurred under Section 6.01(g) or existing with respect to   any Person or the property or assets of such Person acquired by Parent or any Subsidiary of   Parent in an acquisition permitted hereunder; provided, further, that such encumbrances and   restrictions permitted by this clause (xiii) are not applicable to any Person or the property or   assets of any Person other than such acquired Person or the property or assets of such acquired   Person.   Section 6.09. Amendment of Material Documents.  The Loan Parties shall not amend,   modify or waive any of its rights under its articles of association, certificate of incorporation, by-   laws, operating, management or partnership agreement or other organizational documents to the   extent any such amendment, modification or waiver would be materially adverse or could   reasonably be expected to be materially adverse to Lenders.   Section 6.10. Financial Covenants.    (a) Interest Coverage Ratio.  Borrowers shall not permit the Interest Coverage   Ratio to be less than 3.00 to 1.00 as of the last day of any fiscal quarter for the four fiscal quarter   period then ending.   (b) Maximum Net Debt to EBITDA Ratio.  Borrowers shall not permit the   Net Debt to EBITDA Ratio to be greater than (i) as of the last day of any four fiscal quarter   period ending on or prior to September 30, 2016, 3.50 to 1.00 and (ii) as of the last day of any     





 







   89   DMSLIBRARY01:26808156.18   four fiscal quarter period ending thereafter, 3.00 to 1.00; provided, however, that upon any   Borrower’s incurrence of unsecured senior Indebtedness permitted by Section 6.01(f) hereof in   an aggregate amount greater than $250,000,000, commencing with the fiscal quarter during   which such Indebtedness was incurred, the Borrowers shall not permit the Net Debt to EBITDA   Ratio to be greater than 4.00 to 1.00 as of the last day of any fiscal quarter for the four fiscal   quarter period then ending; provided, further, that during any Material Acquisition Period the   Borrowers shall not permit the Net Debt to EBITDA Ratio to be greater than the then applicable   level plus 0.50.    (c) Senior Secured Net Debt to EBITDA Ratio. Upon any Borrower’s   incurrence of any unsecured senior Indebtedness permitted by Section 6.01(f) hereof in an   aggregate amount greater than $250,000,000, commencing with the fiscal quarter during which   such Indebtedness was incurred, the Borrowers shall not permit the Senior Secured Net Debt to   EBITDA Ratio to be greater than 3.00 to 1.00 as of the last day of any fiscal quarter for the four   fiscal quarter period then ending; provided, that during any Material Acquisition Period the   Borrowers shall not permit the Senior Secured Net Debt to EBITDA Ratio, if currently being   tested, to be greater than 3.25 to 1.00.    (d) Senior Secured Debt to EBITDA Ratio. During any Retained Proceeds   Period, the Borrowers shall not permit the Senior Secured Debt to EBITDA Ratio to be greater   than 4.50 to 1.00 as of the last day of any fiscal quarter for the four fiscal quarter period then   ending.    Notwithstanding anything to the contrary contained herein, solely for purposes of this   Section 6.10, in no event shall there be more than one Material Acquisition Period during any six   fiscal quarter period.    Section 6.11. Fiscal Year.  No Loan Party (other than SWM Holdco 1) shall change its   fiscal year to end on any date other than December 31 of each year.   Section 6.12. Certain Subsidiaries.  From and after the commencement of any   proceeding, filing or other action (whether judicial or non-judicial) seeking a liquidation,   reorganization or other relief under any federal, state or foreign bankruptcy, insolvency,   receivership or other similar laws now or hereinafter in effect, or any other cessation of   operations and settlement with creditors, in any such case with respect to either SWM Brazil or P   de Mal (any such proceeding, filing or action, a “Bankruptcy Action”), SWM Brazil or P de Mal,   to the extent subject to such Bankruptcy Action, as applicable, shall not engage in any business   or activity other than the completion of the liquidation, reorganization or other requested relief   with respect thereto and will not obtain ownership of or acquire any assets (other than in   connection with the liquidation, reorganization or other requested relief with respect thereto), or   incur any material liabilities, in each case, from and after the date of such Bankruptcy Action   (other than those (a) that are incidental to the maintenance of its existence in compliance with   applicable law, (b) reasonably necessary in connection with the completion of the liquidation,   reorganization or other requested relief with respect thereto and (c) that are incidental to legal,   tax and accounting matters in connection with any of the foregoing activities) and no Borrower   nor any of its Subsidiaries shall make any loans or other investments in or to or enter into any   other transactions with SWM Brazil or P de Mal, as applicable, unless such loans, investments or     





 







   90   DMSLIBRARY01:26808156.18   transactions would be necessary in connection with the undertaking of the matters described in   clauses (a) through (c) above and are otherwise permitted hereunder.   Section 6.13. Use of Proceeds. No Borrower will request any Borrowing or Letter of   Credit, and each Borrower shall not use, and shall procure that its Subsidiaries and its or their   respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing   or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of   the payment or giving of money, or anything else of value, to any Person in violation of any   Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities,   business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) to   the extent such activities, businesses or transaction would be prohibited by Sanctions if   conducted by a corporation incorporated in the United States or in a European Union member   state, or (C) in any manner that would result in the violation of  any Sanctions applicable to any   party hereto.      ARTICLE  VII.      EVENTS OF DEFAULT   If any of the following events (“Events of Default”) shall occur:   (a) the Borrowers shall fail to pay any principal of any Loan or any   reimbursement obligation in respect of any LC Disbursement or any cash collateral amount due   pursuant to Section 2.06(j) when and as the same shall become due and payable, whether at the   due date thereof or at a date fixed for prepayment thereof or otherwise;   (b) the Borrowers shall fail to pay any interest on any Loan or any fee or any   other amount (other than an amount referred to in clause (a) of this Article) payable under this   Agreement or any other Loan Document, when and as the same shall become due and payable,   and such failure shall continue unremedied for a period of five days;   (c) any representation or warranty made or deemed made by or on behalf of   any Borrower or any Subsidiary in or in connection with this Agreement, any other Loan   Document, or any amendment or modification hereof or thereof or waiver hereunder or   thereunder, or in any report, certificate, financial statement or other document furnished pursuant   to or in connection with this Agreement or any other Loan Document, or any amendment or   modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been   incorrect in any material respect when made or deemed made;   (d) the Borrowers shall fail to observe or perform any covenant, condition or   agreement contained in Section 5.02, Section 5.03 (with respect to the Borrowers’ existence) or   Section 5.08, Section 5.12 or in Article VI;   (e) the Borrowers shall fail to observe or perform any covenant, condition or   agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this   Article) or any other Loan Document, and such failure shall continue unremedied for a period of   thirty (30) days after notice thereof from the Administrative Agent to the Borrowers (which   notice will be given at the request of any Lender);     





 







   91   DMSLIBRARY01:26808156.18   (f) the Borrowers shall fail to make any payment (whether of principal or   interest and regardless of amount) in respect of any Material Indebtedness, when and as the same   shall become due and payable;   (g) any default or event of default occurs under any Material Indebtedness and   continues beyond any applicable grace, notice or cure period, that results in any Material   Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder   or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any   Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or   defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to   secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property   or assets securing such Indebtedness;   (h) an involuntary proceeding shall be commenced or an involuntary petition   shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Loan Party or   any Material Subsidiary (other than, from and after and as a result of the occurrence of an   Adverse Tax Ruling, SWM Brazil) or its debts, or of a substantial part of its assets, under any    Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in   effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar   official for any Loan Party or any Material Subsidiary (other than, from and after and as a result   of the occurrence of an Adverse Tax Ruling, SWM Brazil) or for a substantial part of its assets,   and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days   or an order or decree approving or ordering any of the foregoing shall be entered;   (i) any Loan Party or any Material Subsidiary (other than, from and after and   as a result of the occurrence of an Adverse Tax Ruling, SWM Brazil) shall (i) voluntarily   commence any proceeding or file any petition seeking liquidation, reorganization or other relief   under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or   hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate   manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or   consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar   official for any Borrower or any such Subsidiary or for a substantial part of its assets, (iv) file an   answer admitting the material allegations of a petition filed against it in any such proceeding,   (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose   of effecting any of the foregoing;   (j) any Loan Party or any Material Subsidiary (other than, from and after and   as a result of the occurrence of an Adverse Tax Ruling, SWM Brazil) shall become unable, admit   in writing its inability or fail generally to pay its debts as they become due;    (k) one or more judgments for the payment of money in an aggregate amount   in excess of the Equivalent Amount of $10,000,000 shall be rendered against any Loan Party,   any Material Subsidiary or any combination thereof (other than, from and after and as a result of   the occurrence of an Adverse Tax Ruling, SWM Brazil) and the same shall remain undischarged   for a period of thirty (30) consecutive days during which execution shall not be effectively   stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any   assets of any Borrower or any Subsidiary to enforce any such judgment;     





 







   92   DMSLIBRARY01:26808156.18   (l) an ERISA Event shall have occurred that, in the opinion of the Required   Lenders, when taken together with all other ERISA Events that have occurred, could reasonably   be expected to result in a Material Adverse Effect;    (m) a Change in Control shall occur;   (n) the occurrence of any “default”, as defined in any Loan Document (other   than this Agreement) or the breach of any of the terms or provisions of any Loan Document   (other than this Agreement), which default or breach continues beyond any period of grace or   cure therein provided or, if no such grace period is provided for therein, continues for a period of   fifteen (15) days after notice thereof from the Administrative Agent to the Borrowers (which   notice will be given at the request of any Lender);    (o) the Loan Guaranty herein for any reason ceases to be valid, binding and   enforceable in accordance with its terms or any action shall be taken to discontinue or to assert   the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to   comply with any of the terms or provisions of the Loan Guaranty, or any Loan Guarantor shall   deny that it has any further liability under the Loan Guaranty or shall give notice to such effect;   (p) Article X herein for any reason ceases to be valid, binding and enforceable   in accordance with its terms or any Loan Party shall challenge the enforceability of any Loan   Document, or any provision therein, or shall assert in writing, or engage in any action or inaction   based on any such assertion, that any provision of any of the Loan Documents has ceased to be   or otherwise is not valid, binding and enforceable in accordance with its terms; or   (q) The Security Agreement shall fail to remain in full force or effect or any   action shall be taken to discontinue or to assert the invalidity or unenforceability of any   Collateral Document;   then, and in every such event (other than an event with respect to the Borrowers or Material   Subsidiaries described in clause (h) or (i) of this Article), and at any time thereafter during the   continuance of such event, the Administrative Agent may, and at the request of the Required   Lenders shall, by notice to the Borrowers, take either or both of the following actions, at the   same or different times:  (i) terminate the Commitments (including the Swingline Commitments   and the Letter of Credit Commitments),  and thereupon the Commitments shall terminate   immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part,   in which case any principal not so declared to be due and payable may thereafter be declared to   be due and payable), and thereupon the principal of the Loans so declared to be due and payable,   together with accrued interest thereon and all fees and other obligations of the Loan Parties   accrued hereunder, shall become  due and payable immediately, without presentment, demand,   protest or other notice of any kind, all of which are hereby waived by the Loan Parties, and (iii)   require cash collateral for the LC Exposure in accordance with Section 2.06(j) hereof; and in   case of any event with respect to any Borrower or Material Subsidiary described in clause (h) or   (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans   then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon   and all fees and other obligations of the Loan Parties accrued hereunder, shall automatically   become due and payable, without presentment, demand, protest or other notice of any kind, all of     





 







   93   DMSLIBRARY01:26808156.18   which are hereby waived by the Loan Parties. Upon the occurrence and the continuance of an   Event of Default, the Administrative Agent may, and at the request of the Required Lenders   shall, exercise any rights and remedies provided to the Administrative Agent and/or Lenders   under the Loan Documents or at law or equity.   ARTICLE  VIII.      THE ADMINISTRATIVE AGENT   Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative   Agent as its agent 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,   together with such actions and powers as are reasonably incidental thereto.   The bank 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 such bank and its Affiliates may accept deposits from,   lend money to and generally engage in any kind of business with any Loan Party or any   Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.   Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting   Liens, for the benefit of the Administrative Agent and the other Secured Parties, in assets which,   in accordance with Article 9 of the UCC or any other applicable law can be perfected only by   possession or control.  Should any Lender (other than the Administrative Agent) obtain   possession or control of any such Collateral, such Lender shall notify the Administrative Agent   thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such   Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with   the Administrative Agent’s instructions.   The Administrative Agent shall not have any duties or obligations except those expressly   set forth herein.  Without limiting the generality of the foregoing, (a) the Administrative Agent   shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has   occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any   discretionary action or exercise any discretionary powers, except discretionary rights and powers   expressly contemplated hereby that the Administrative Agent is required to exercise in writing as   directed by the Required Lenders (or such other number or percentage of the Lenders as shall be   necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set   forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable   for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries   that is communicated to or obtained by the bank serving as 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 with the consent or at the request of the Required Lenders (or such other number   or percentage of the Lenders as shall be necessary under the circumstances as provided in   Section 9.02) or in the absence of its own gross negligence or willful misconduct.  The   Administrative Agent shall be deemed not to have knowledge of any Default unless and until   written notice thereof is given to the Administrative Agent by any Borrower or a Lender, and the   Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into     





 







   94   DMSLIBRARY01:26808156.18   (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 in connection herewith, (iii) the performance or observance of any of the covenants,   agreements or other terms or conditions set forth herein, (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 Article IV   or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to   the 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 believed by it to be genuine and to have been signed or sent 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 be made by the proper Person, and shall not incur any liability for relying   thereon.  The Administrative Agent may consult with legal counsel (who may be counsel for the   Loan Parties), 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.   The Administrative Agent may perform any and all its duties and exercise its rights and   powers 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 its duties and exercise its   rights and powers through their respective Related Parties.  The exculpatory provisions of the   preceding paragraphs 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.   Subject to the appointment and acceptance of a successor Administrative Agent as   provided in this paragraph, the Administrative Agent may resign at any time by notifying the   Lenders, the Issuing Bank and the Borrowers.  Upon any such resignation, the Required Lenders   shall have the right, in consultation with the Borrowers, to appoint a successor.  If no 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 Bank, appoint a   successor Administrative Agent which shall be a bank with an office in New York, New York, or   an Affiliate of any such bank.  Upon the acceptance of its appointment as Administrative Agent   hereunder by a successor, such successor shall succeed to and become vested with all the rights,   powers, privileges and duties of the retiring Administrative Agent, and the retiring   Administrative Agent shall be discharged from its duties and obligations hereunder.  The fees   payable by the Borrowers to a successor Administrative Agent shall be the same as those payable   to its predecessor unless otherwise agreed among the Borrowers and such successor.  After the   Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03   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 it was acting as Administrative Agent.     





 







   95   DMSLIBRARY01:26808156.18   Each Lender acknowledges and agrees that the extensions of credit made hereunder are   commercial loans and letters of credit and not investments in a business enterprise or securities.    Each Lender further represents that it is engaged in making, acquiring or holding commercial   loans in the ordinary course of its business and has, independently and without reliance upon the   Administrative Agent or any other Lender and based on such documents and information as it   has deemed appropriate, made its own credit analysis and decision to enter into this Agreement   as a Lender, and to make, acquire or hold Loans hereunder.  Each Lender shall, independently   and without reliance upon the Administrative Agent or any other Lender and based on such   documents and information (which may contain material, non-public information within the   meaning of the United States securities laws concerning any Loan Party and its Affiliates) 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 related agreement or any document   furnished hereunder or thereunder and in deciding whether or to the extent to which it will   continue as a Lender or assign or otherwise transfer its rights, interests and obligations   hereunder.   ARTICLE  IX.      MISCELLANEOUS   Section 9.01. Notices.  (a)  Except in the case of notices and other communications   expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices   and other communications provided for herein shall be in writing and shall be delivered by hand   or overnight courier service, mailed by certified or registered mail or sent by telecopy or   electronic mail, as follows:   (i) if to the Borrowers, to them at 100 North Point Center East, Suite 600, Alpharetta,   Georgia 30022, Attention of the General Counsel (Telecopy No. (770) 569-4275);   (ii) if to the Administrative Agent, to:   (a) JPMorgan Chase Bank, N.A., Loan and Agency Services Group,   10 South Dearborn Street, Floor 07, Chicago, Illinois 60603-2300, Attention   Darren Cunningham (Telecopy No. (844) 490-5663; E-mail   jpm.agency.cri@jpmorgan.com), with a copy to JPMorgan Chase Bank, N.A.,   3424 Peachtree Road NE, Floor 23, Atlanta, Georgia 30326, Attention of John   Horst (Telecopy No. (404) 926-2579); and   (b) JPMorgan Europe Limited, 25 Bank Street, Floor 6, Canary Wharf,   London, United Kingdom E14 5JP, Attention to The Manager (Telecopy    No.+44(0) 20 77772360; E-mail loan_and_agency_london@jpmorgan.com);   (iii) if to JPMorgan Chase Bank, N.A., in its capacity as an Issuing Bank, to it at 10   South Dearborn Street, Floor 07, Chicago, Illinois 60603-2300, Attention of Pavithra Charles   (Telecopy No. (312) 256-2608; E-mail Chicago.lc.agency.activity.team@jpmchase.com);   (iv) if to Swingline Lender, to it at JPMorgan Chase Bank, N.A., Loan and Agency   Services Group, 10 South Dearborn Street, Floor 07, Chicago, Illinois 60603-2300, Attention     





 







   96   DMSLIBRARY01:26808156.18   Darren Cunningham (Telecopy No. (888) 292- 9533; E-mail   jpm.agency.servicing.4@jpmchase.com); and   (v) if to any other Lender or Issuing Bank, to it at its address (or telecopy number) set   forth in its Administrative Questionnaire.   (b) Notices and other communications to the Lenders and the Issuing Bank   hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures   approved by the Administrative Agent; provided that the foregoing shall not apply to notices   pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable   Lender.  The Administrative Agent or the Borrowers may, in its discretion, agree to accept   notices and other communications to it hereunder by electronic communications pursuant to   procedures approved by it; provided that approval of such procedures may be limited to   particular notices or communications.   Unless the Administrative Agent otherwise prescribes, (i) notices and other   communications sent to an e-mail address shall be deemed received upon the sender’s receipt of   an acknowledgement from the intended recipient (such as by the “return receipt requested”   function, as available, return e-mail or other written acknowledgement), and (ii) notices or   communications posted to an Internet or intranet website shall be deemed received upon the   deemed receipt by the intended recipient, at its e-mail address as described in the foregoing   clause (i), of notification that such notice or communication is available and identifying the   website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email   or other communication is not sent during the normal business hours of the recipient, such notice   or communication shall be deemed to have been sent at the opening of business on the next   business day for the recipient.   (c) Any party hereto may change its address or telecopy number for notices   and other communications hereunder by notice to the other parties hereto.   (d) Electronic Systems.   (i) Each Loan Party agrees that the Administrative Agent may, but shall not   be obligated to, make Communications (as defined below) available to the Issuing Banks   and the other Lenders by posting the Communications on Debt Domain, Intralinks,   Syndtrak, ClearPar or a substantially similar Electronic System.   (ii) Any Electronic System used by the Administrative Agent is provided “as   is” and “as available.”  The Agent Parties (as defined below) do not warrant the adequacy   of such Electronic Systems and expressly disclaim liability for errors or omissions in the   Communications.  No warranty of any kind, express, implied or statutory, including any   warranty of merchantability, fitness for a particular purpose, non-infringement of third-   party rights or freedom from viruses or other code defects, is made by any Agent Party in   connection with the Communications or any Electronic System.  In no event shall the   Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”)   have any liability to the Borrowers or the other Loan Parties, any Lender, the Issuing   Bank or any other Person or entity for damages of any kind, including direct or indirect,     





 







   97   DMSLIBRARY01:26808156.18   special, incidental or consequential damages, losses or expenses (whether in tort, contract   or otherwise) arising out of any Borrower’s, any Loan Party’s or the Administrative   Agent’s transmission of communications through an Electronic System.    “Communications” means, collectively, any notice, demand, communication,   information, document or other material provided by or on behalf of any Loan Party   pursuant to any Loan Document or the transactions contemplated therein which is   distributed by the Administrative Agent, any Lender or any Issuing Bank by means of   electronic communications pursuant to this Section, including through an Electronic   System.   Section 9.02. Waivers; Amendments.  (a)  No failure or delay by the Administrative   Agent, the Issuing Bank or any Lender in exercising any right or power hereunder shall operate   as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any   abandonment or discontinuance of steps to enforce such a right or power, preclude any other or   further exercise thereof or the exercise of any other right or power.  The rights and remedies of   the Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative and are   not exclusive of any rights or remedies that they would otherwise have.  No waiver of any   provision of this Agreement or consent to any departure by the Loan Parties therefrom shall in   any event be effective unless the same shall be permitted by paragraph (b) of this Section, and   then such waiver or consent shall be effective only in the specific instance and for the purpose   for which given.  Without limiting the generality of the foregoing, the making of a Loan or   issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of   whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or   knowledge of such Default at the time.   (b) Subject to Section 9.02(d) below, neither this Agreement nor any   provision hereof may be waived, amended or modified except pursuant to an agreement or   agreements in writing entered into by the Loan Parties and the Required Lenders or by the Loan   Parties and the Administrative Agent with the consent of the Required Lenders; provided that no   such agreement shall (i) increase  the Commitment of any Lender without the written consent of   such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate   of interest thereon, or reduce any fees payable hereunder, without the written consent of each   Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principal   amount of any Loan or LC Disbursement, or any date for the payment of any interest thereon, or   any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or   postpone the scheduled date of expiration of any Commitment, without the written consent of   each Lender directly affected thereby, (iv) change Section 2.18(b) or Section 2.18(d) in a manner   that would alter the pro rata sharing of payments required thereby, without the written consent of   each Lender, (v) change any of the provisions of this Section or the definition of “Required   Lenders” or any other provision hereof specifying the number or percentage of Lenders required   to waive, amend or modify any rights hereunder or make any determination or grant any consent   hereunder, without the  written consent of each Lender, (vi) release all or substantially all of the   Loan Guarantors from their obligations under the Loan Guaranty (except as otherwise permitted   herein or in the other Loan Documents), without the written consent of each Lender (other than   any Defaulting Lender), or (vii) except as provided in clause (c) of this Section or in any   Collateral Document, release all or substantially all of the Collateral, without the written consent   of each Lender (other than any Defaulting Lender); provided further that no such agreement shall     





 







   98   DMSLIBRARY01:26808156.18   amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing   Bank or the Swingline Lenders hereunder without the prior written consent of the Administrative   Agent, the Issuing Bank or the Swingline Lenders, as the case may be.   (c) The Lenders and the Issuing Bank hereby irrevocably authorize the   Administrative Agent, at its option and in its sole discretion, (i) to release any Liens granted to   the Administrative Agent by the Loan Parties on any Collateral upon the termination of all of the   Commitments and payment and satisfaction in full in cash of all Secured Obligations in a manner   satisfactory to each affected Lender, (ii) to release any Liens granted to the Administrative Agent   by the Loan Parties on any Collateral constituting property being sold or disposed of if the Loan   Party disposing of such property certifies to the Administrative Agent that the sale or disposition   is made in compliance with the terms of this Agreement (and the Administrative Agent may rely   conclusively on any such certificate, without further inquiry), (iii) to release any Liens granted to   the Administrative Agent on all the Collateral of any Loan Guarantor, and to release any Loan   Guarantor from its obligations under the Loan Guaranty, upon the sale or disposition of the   Equity Interests of such Loan Guarantor if the U.S. Borrower certifies to the Administrative   Agent that the sale or disposition is made in compliance with the terms of this Agreement (and   the Administrative Agent may rely conclusively on any such certificate, without further inquiry),   (iv) to release any Liens granted to the Administrative Agent by the Loan Parties on any   Collateral constituting property leased to a Loan Party under a lease which has expired or been   terminated in a transaction permitted under this Agreement, or (v) to release any Liens granted to   the Administrative Agent by the Loan Parties on any Collateral as required to effect any sale or   other disposition of such Collateral in connection with any exercise of remedies of the   Administrative Agent and the Lenders pursuant to Article VII.  Except as provided in the   preceding sentence, the Administrative Agent will not release any Liens on Collateral without   the prior written authorization of the Required Lenders; provided that, the Administrative Agent   may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of   $10,000,000 during any calendar year without the prior written authorization of the Required   Lenders (it being agreed that the Administrative Agent may rely conclusively on one or more   certificates of the Borrowers as to the value of any Collateral to be so released, without further   inquiry).  Any such release shall not in any manner discharge, affect, or impair the Obligations or   any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in   respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of   which shall continue to constitute part of the Collateral.  Any execution and delivery by the   Administrative Agent of documents in connection with any such release shall be without   recourse to or warranty by the Administrative Agent.   (d) If, in connection with any proposed amendment, waiver or consent   requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of   the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any   such Lender whose consent is necessary but not obtained being referred to herein as a “Non-   Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a   Lender party to this Agreement, provided that, concurrently with such replacement, (i) another   bank or other entity which is acceptable to the Borrowers and the Administrative Agent shall   agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-   Consenting Lender pursuant to an Assignment and Assumption, to become a Lender for all   purposes under this Agreement, to assume all obligations of the Non-Consenting Lender to be     





 







   99   DMSLIBRARY01:26808156.18   terminated as of such date, to comply with the requirements of clause (b) of Section 9.04, and   provide each Class of the Commitments of such Non-Consenting Lender and (ii) the applicable   Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such   replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-   Consenting Lender by such Borrower hereunder to and including the date of termination,   including without limitation payments due to such Non-Consenting Lender under Sections 2.15   and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such   Lender on the day of such replacement under Section 2.16 had the Loans of such Non-   Consenting Lender been prepaid on such date rather than sold to the replacement Lender.   (e) Notwithstanding anything to the contrary in this Agreement, upon the   execution and delivery of all documentation required by Section 2.09 to be delivered in   connection with an increase to the Commitments, the Administrative Agent, the Borrowers and   the new or existing Lenders whose Commitments have been affected may and shall enter into an   amendment hereof (which shall be binding on all parties hereto and the new Lenders) solely for   the purpose of reflecting any new Lenders and their new Commitments and any increase in the   Commitment of any existing Lender.   (f) If the Administrative Agent and the Borrowers acting together identify any   omission, mistake, typographical error or other defect in any provision of this Agreement or any   other Loan Document, then the Administrative Agent and the Borrowers shall be permitted to   amend, modify or supplement such provision to cure such omission, mistake, typographical error   or other defect, and such amendment shall become effective without any further action or   consent of any other party to this Agreement.    Section 9.03. Expenses; Indemnity; Damage Waiver.  (a)  The U.S. Loan Parties shall   jointly and severally pay (i) all reasonable and documented out-of-pocket expenses incurred by   the Administrative Agent and its Affiliates, including the reasonable fees, charges and   disbursements of counsel for the Administrative Agent, in connection with the syndication of the   credit facilities provided for herein, the preparation 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 reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in   connection with the issuance, amendment, renewal or extension of any Letter of Credit or any   demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by the   Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and   disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in   connection with the enforcement or protection of its rights in connection with this Agreement   and the other Loan Documents, including its rights under this Section, or 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.   (b) The U.S. Loan Parties shall jointly and severally indemnify the   Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the   foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each   Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,     





 







   100   DMSLIBRARY01:26808156.18   including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or   asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the   execution or delivery of this Agreement, any other Loan Document, or any agreement or   instrument contemplated hereby or thereby, the performance by the parties hereto of their   respective obligations hereunder or thereunder or the consummation of the Transactions or any   other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the   proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment   under a Letter of Credit if the documents presented in connection with such demand do not   strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or   release of Hazardous Materials on or from any property owned or operated by any Loan Party or   any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or   any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or   proceeding relating to any of the foregoing, whether based on contract, tort or any other theory   and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall   not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities   or related expenses are determined by a court of competent jurisdiction by final and non-   appealable judgment to have resulted from the gross negligence or willful misconduct of such   Indemnitee, or a material breach by such Indemnitee of its obligations hereunder or under the   Loan Documents (excluding any breach by such Indemnitee in its capacity as Administrative   Agent).  This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that   represent losses, claims or damages arising from any non-Tax claim.   (c) To the extent that the Borrowers fail to pay any amount required to be paid   by it to the Administrative Agent, the Issuing Bank or the Swingline Lenders under paragraph (a)   or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the   Issuing Bank or the Swingline Lenders, as the case may be, such Lender’s Applicable Percentage   (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, the Issuing Bank or the Swingline Lenders in their capacity as   such.   (d) To the extent permitted by applicable law, no party hereto shall assert, and   each such party 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 or thereby, the Transactions,   any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this   clause (d) shall relieve any Loan Party of any obligation it may have to indemnify an Indemnitee   against special, indirect, consequential or punitive damages asserted against such Indemnitee by   a third party.   (e) All amounts due under this Section shall be payable promptly after written   demand therefor.   Section 9.04. Successors and Assigns.  (a)  The provisions of this Agreement shall be   binding upon and inure to the benefit of the parties hereto and their respective successors and     





 







   101   DMSLIBRARY01:26808156.18   assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of   Credit), except that (i) the Loan Parties may not assign or otherwise transfer any of its rights or   obligations hereunder without the prior written consent of each Lender (and any attempted   assignment or transfer by the Loan Parties without such consent shall be null and void) and   (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in   accordance with this Section. 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 (including any Affiliate of the Issuing Bank that issues any Letter   of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent   expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the   Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason   of this Agreement.   (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any   Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of   its rights and obligations under this Agreement (including all or a portion of its Commitment,   participations in Letters of Credit and the Loans at the time owing to it) with the prior written   consent (such consent not to be unreasonably withheld) of:   (A) the Borrowers, provided that, the Borrowers shall be deemed to   have consented to an assignment unless it shall have objected thereto by written   notice to the Administrative Agent within five (5) Business Days after having   received notice thereof; provided that no consent of the Borrowers shall be   required for an assignment to a Lender, an Affiliate of a Lender, an Approved   Fund or, if an Event of Default has occurred and is continuing, any other assignee;   (B) the Administrative Agent, provided that no consent of the   Administrative Agent shall be required for an assignment of (x) any Revolving   Commitment to an assignee that is a Lender (other than a Defaulting Lender) with   a Revolving Commitment immediately prior to giving effect to such assignment   and (y) all or any portion of a Term Loan  to a Lender, an Affiliate of a Lender or   an Approved Fund;   (C) the Issuing Bank, provided that no consent of the Issuing Bank   shall be required for an assignment of all or any portion of a Term Loan; and   (D) each Swingline Lender, provided that no consent of the Swingline   Lender shall be required for an assignment of all or any portion of a Term Loan.   (ii) Assignments shall be subject to the following additional conditions:   (A) except in the case of an assignment to a Lender or an Affiliate of a   Lender or an assignment of the entire remaining amount of the assigning Lender’s   Commitment or Loans of any Class, the amount of the Commitment or Loans of   the assigning Lender subject to each such assignment (determined as of the date   the Assignment and Assumption with respect to such assignment is delivered to   the Administrative Agent) shall not be less than $5,000,000 or, in the case of a     





 







   102   DMSLIBRARY01:26808156.18   Term Loan, $1,000,000 unless each of the Borrowers and the Administrative   Agent otherwise consent, provided that no such consent of the Borrowers shall be   required if an Event of Default has occurred and is continuing;   (B) 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, provided that this clause shall not be construed to prohibit the   assignment of a proportionate part of all the assigning Lender’s rights and   obligations in respect of one Class of Commitments or Loans;   (C) the parties to each assignment shall execute and deliver to the   Administrative Agent (x) an Assignment and Assumption or (y) to the extent   applicable, an agreement incorporating an Assignment and Assumption by   reference pursuant to a Platform as to which the Administrative Agent and the   parties to the Assignment and Assumption are participants), together with a   processing and recordation fee of $3,500; and   (D) the assignee, if it shall not be a Lender, shall deliver to the   Administrative Agent an Administrative Questionnaire in which the assignee   designates one or more Credit Contacts to whom all syndicate-level information   (which may contain material non-public information about the Borrowers, the   Loan Parties and their Related Parties or their respective securities) will be made   available and who may receive such information in accordance with the   assignee’s compliance procedures and applicable laws, including Federal and   state securities laws.   For the purposes of this Section 9.04(b), the term “Approved Fund” and “Ineligible   Institution” have the following meanings:   “Approved Fund” means any Person (other than a natural person) that is engaged in   making, purchasing, holding or investing in bank loans and similar extensions of credit in the   ordinary course of its business and that is administered or managed by (a) a Lender, (b) an   Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a   Lender.   “Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its  Lender   Parent, (c) a  company, investment vehicle or trust for, or owned and operated for the primary   benefit of, a natural person or relative(s) thereof or (d)  any Borrower or any of its Affiliates;   provided that, such company, investment vehicle or trust shall not constitute an Ineligible   Institution if it (x) has not been established for the primary purpose of acquiring any Loans or   Commitments, (y) is managed by a professional advisor, who is not such natural person or a   relative thereof, having significant experience in the business of making or purchasing   commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its   activities consist of making or purchasing commercial loans and similar extensions of credit in   the ordinary course of its business.   (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)   of this Section, from and after the effective date specified in each Assignment and     





 







   103   DMSLIBRARY01:26808156.18   Assumption the assignee thereunder shall be a party hereto and, to the extent of the   interest assigned by such Assignment and Assumption, have the rights and obligations of   a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent   of the interest assigned by such Assignment and Assumption, be released from its   obligations under this Agreement (and, in the case of an Assignment and Assumption   covering all of the assigning Lender’s rights and obligations under this Agreement, such   Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of   Section 2.15, Section 2.16, Section 2.17 and Section 9.03).  Any assignment or transfer   by a Lender of rights or obligations under this Agreement that does not comply with this   Section 9.04 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 paragraph (c) of this   Section.   (iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent   of the Borrowers, shall maintain at one of its offices a copy of each Assignment and   Assumption delivered to it and a register for the recordation of the names and addresses   of the Lenders, and the Commitment of, and principal amount (and stated interest) of the   Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from   time to time (the “Register”).  The entries in the Register shall be conclusive, and the   Borrowers, the Administrative Agent, the Issuing Bank and the Lenders shall treat each   Person whose name is recorded in the Register pursuant to the terms hereof as a Lender   hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The   Register shall be available for inspection by the Borrowers, the Issuing Bank and any   Lender, at any reasonable time and from time to time upon reasonable prior notice.   (v) Upon its receipt of (x) a duly completed Assignment and Assumption   executed by an assigning Lender and an assignee or (y) to the extent applicable, an   agreement incorporating an Assignment and Assumption by reference pursuant to a   Platform as to which the Administrative Agent and the parties to the Assignment and   Assumption are participants), the assignee’s completed Administrative Questionnaire   (unless the assignee shall already be a Lender hereunder), the processing and recordation   fee referred to in paragraph (b) of this Section and any written consent to such   assignment required by paragraph (b) of this Section, the Administrative Agent shall   accept such Assignment and Assumption and record the information contained therein in   the Register; provided that if either the assigning Lender or the assignee shall have failed   to make any payment required to be made by it pursuant to Section 2.05(c), Section   2.06(d) or Section 2.06(e), Section 2.07(b), Section 2.18(e) or Section 9.03(c), the   Administrative Agent shall have no obligation to accept such Assignment and   Assumption and record the information therein in the Register unless and until such   payment shall have been made in full, together with all accrued interest thereon.  No   assignment shall be effective for purposes of this Agreement unless it has been recorded   in the Register as provided in this paragraph.   (c) Any Lender may, without the consent of the Borrowers, the   Administrative Agent, the Issuing Bank or the Swingline Lenders, sell participations to one or   more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a   portion of such Lender’s rights and obligations under this Agreement (including all or a portion     





 







   104   DMSLIBRARY01:26808156.18   of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under   this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the   other parties hereto for the performance of such obligations; and (C) the Borrowers, the   Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and   directly with such Lender in connection with such Lender’s rights and obligations under this   Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation   shall provide that such Lender shall retain the sole right to enforce this Agreement and to   approve any amendment, modification or waiver of any provision of this Agreement; provided   that such agreement or instrument may provide that such Lender will not, without the consent of   the Participant, agree to any amendment, modification or waiver described in the first proviso to   Section 9.02(b) that affects such Participant.  Each Borrower agrees that each Participant shall be   entitled to the benefits of Section 2.15, Section 2.16 and Section 2.17 (subject to the   requirements and limitations therein, including the requirements under Section 2.17(f) and   Section 2.17(g) (it being understood that the documentation required under Section 2.17(f) shall   be delivered to the participating Lender and the information and documentation required under   Section 2.17(g) will be delivered to the Borrowers and the Administrative Agent)) to the same   extent as if it were a Lender and had acquired its interest by assignment pursuant to   paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the   provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section; and (B)   shall not be entitled to receive any greater payment under Section 2.15 or Section 2.17, 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. 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 2.19(b) with respect to any   Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits   of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to   Section 2.18(d) 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 except to the extent that such disclosure is   necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in   registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  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.   Notwithstanding anything in this Agreement to the contrary, any Participant that is a   member of the Farm Credit System that (i) has purchased a participation from a selling Lender in   the minimum amount  of $10,000,000 on or after the Effective Date, (ii) is, by written notice to   Parent and the Administrative Agent (“Voting Participant Notification”), designated by such     





 







   105   DMSLIBRARY01:26808156.18   selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any   bank that is a member of the Farm Credit System so designated being called a “Voting   Participant”) and (iii) receives the prior written consent of Parent and the Administrative Agent   to become a Voting Participant, shall be entitled to vote (and the voting rights of such selling   Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such participant were   a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to   otherwise vote on any proposed action. To be effective, each Voting Participant Notification   shall, with respect to any Voting Participant, (i) state the full name, as well as all contact   information required of assignee as set forth in Exhibit A hereto and (ii) state the dollar amount   of the participation purchased.   Notwithstanding the foregoing, each of the following members of the Farm Credit   System shall be a Voting Participant without delivery of a Voting Participant Notification and   without the prior written consent of the Borrower and the Administrative Agent:  (i) United FCS,   FLCA, dba FCS Commercial Group, (ii) Greenstone Farm Credit Services, FLCA, (iii) AgStar   Financial Services, FLCA, (iv) Badgerland Financial, FLCA and (v) American AgCredit, FLCA.    (d) 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,   without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank,   and this Section shall not apply to any such pledge or assignment of a security interest; provided   that no such pledge or assignment of a security interest shall release a Lender from any of its   obligations hereunder or substitute any such pledgee or assignee for such Lender as a party   hereto.   Section 9.05. Survival.  All covenants, agreements, representations and warranties made   by the Loan Parties herein and in the certificates or other instruments  delivered in connection   with or pursuant to this Agreement and the other Loan Documents shall be considered to have   been relied upon by the other parties hereto and shall survive the execution and delivery of this   Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any   investigation made by any such other party or on its behalf and notwithstanding that the   Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any   Default or incorrect representation or warranty at the time any credit is extended hereunder, and   shall continue in full force and effect as long as the principal of or any accrued interest on any   Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or   any Letter of Credit is outstanding and so long as the Commitments have not expired or   terminated.  The provisions of Section 2.15, Section 2.16, Section 2.17 and Section 9.03 and   Article VIII shall survive and remain in full force and effect regardless of the consummation of   the transactions contemplated hereby, the repayment of the Loans, the expiration or termination   of the Letters of Credit and the Commitments or the termination of this Agreement or any   provision hereof.   Section 9.06. Counterparts; Integration; Effectiveness; Electronic Execution.  (a) This   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.  This Agreement, the other Loan Documents and any separate   letter agreements with respect to fees payable to the Administrative Agent constitute the entire     





 







   106   DMSLIBRARY01:26808156.18   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.    Except as provided in Section 4.01, 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 which, when taken together, bear the signatures of each of the other   parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto   and their respective successors and assigns.     (b) Delivery of an executed counterpart of a signature page of this Agreement   by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual   executed signature page shall be effective as delivery of a manually executed counterpart of this   Agreement.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import   in or relating to any  document to be signed in connection with this Agreement and the   transactions contemplated hereby shall be deemed to include Electronic Signatures, 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, to the extent and as provided for in any   applicable law, including the Federal Electronic Signatures in Global and National Commerce   Act, the New York State Electronic Signatures and Records Act, or any other similar state laws   based on the Uniform Electronic Transactions Act.   Section 9.07. Severability.  Any provision of this 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.   Section 9.08. Right of Setoff.  If an Event of Default shall have occurred and be   continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time   to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general   or special, time or demand, provisional or final) at any time held and other obligations at any   time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers   against any of and all the Obligations of the Borrowers now or hereafter existing under this   Agreement held by such Lender, irrespective of whether or not such Lender shall have made any   demand under this Agreement and although such Obligations may be unmatured.  The rights of   each Lender under this Section are in addition to other rights and remedies (including other   rights of setoff) which such Lender may have.   Section 9.09. Governing Law; Jurisdiction; Consent to Service of Process.  (a)  This   Agreement shall be construed in accordance with and governed by the law of the State of New   York.   (b) Each Loan Party hereby irrevocably and unconditionally submits, for itself   and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York   sitting in the  Borough of Manhattan, and of the United States District Court for the Southern   District of New York sitting in the Borough of Manhattan, and any appellate court from any   thereof, in any action or proceeding arising out of or relating to this Agreement, or for     





 







   107   DMSLIBRARY01:26808156.18   recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably   and unconditionally agrees that all claims in respect of any such action or proceeding may be   heard and determined in such New York State or, to the extent permitted by law, in such Federal   court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding   shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any   other manner provided by law.  Nothing in this Agreement shall affect any right that the   Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or   proceeding relating to this Agreement against any Loan Party or its properties in the courts of   any jurisdiction.   (c) Each Loan Party hereby irrevocably and unconditionally waives, to the   fullest extent it may legally and effectively do so, any objection which it may now or hereafter   have to the laying of venue of any suit, action or proceeding arising out of or relating to this   Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section.    Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the   defense of an inconvenient forum to the maintenance of such action or proceeding in any such   court.   (d) Each party to this Agreement irrevocably consents to service of process in   the manner provided for notices in Section 9.01.  Nothing in this Agreement or any other Loan   Document will affect the right of any party to this Agreement to serve process in any other   manner permitted by law.   Section 9.10. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY   WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT   IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR   INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER   LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR   THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).    EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR   ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR   OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF   LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND   (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN   INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE   MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.   Section 9.11. Headings.  Article and Section headings and the Table of Contents used   herein are for convenience of reference only, are not part of this Agreement and shall not affect   the construction of, or be taken into consideration in interpreting, this Agreement.   Section 9.12. Confidentiality.  Each of the Administrative Agent, the Issuing Bank and   the Lenders agrees to maintain the confidentiality of the Information (as defined below), except   that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and   agents, including accountants, legal counsel and other advisors (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), (b) to the extent requested by     





 







   108   DMSLIBRARY01:26808156.18   any Governmental Authority (including any self-regulatory authority, such as the National   Association of Insurance Commissioners), (c) to the extent required by applicable laws or   regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement,   (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding   relating to this Agreement or any other Loan Document or the enforcement of rights hereunder,   (f) subject to an agreement containing provisions substantially the same as those of this Section,   to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its   rights or obligations under this Agreement or (ii)  any actual or prospective counterparty (or its   advisors) to any swap or derivative transaction relating to any Loan Party and its obligations,   (g) with the consent of the applicable Loan Party or (h) to the extent such Information   (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes   available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential   basis from a source other than any Loan Party.  For the purposes of this Section, “Information”   means all information received from any Loan Party relating to any Loan Party or its business,   other than any such information that is available to the Administrative Agent, the Issuing Bank   or any Lender on a non-confidential basis prior to disclosure by any Loan Party and other than   information pertaining to this Agreement routinely provided by arrangers to data service   providers, including league table providers, that serve the lending industry; provided that, in the   case of information received from any Loan Party after the date hereof, such information is   clearly identified at the time of delivery as confidential.  Any Person required to maintain the   confidentiality of Information as provided in this Section shall be considered to have complied   with its obligation to do so if such Person has exercised the same degree of care to maintain the   confidentiality of such Information as such Person would accord to its own confidential   information.   Section 9.13. Material Non-Public Information.   (a) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS   DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS   AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION   CONCERNING ANY LOAN PARTY AND  ITS RELATED PARTIES OR THEIR   RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED   COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-   PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-   PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND   APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.   (b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS   AND AMENDMENTS, FURNISHED BY ANY LOAN PARTY OR THE   ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF   ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL   INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC   INFORMATION ABOUT THE BORROWERS, THE LOAN PARTIES AND  THEIR   RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY,   EACH LENDER REPRESENTS TO THE BORROWERS AND THE   ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE   QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION     





 







   109   DMSLIBRARY01:26808156.18   THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN   ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.   Section 9.14. Interest Rate Limitation.  Notwithstanding anything herein to the contrary,   if at any time the interest rate applicable to any Loan, together with all fees, charges and other   amounts which are treated as interest on such Loan under applicable law (collectively the   “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be   contracted for, charged, taken, received or reserved by the Lender holding such Loan in   accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,   together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and,   to the extent lawful, the interest and Charges that would have been payable in respect of such   Loan but were not payable as a result of the operation of this Section shall be cumulated and the   interest and Charges payable to such Lender in respect of other Loans or periods shall be   increased (but not above the Maximum Rate therefor) until such cumulated amount, together   with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have   been received by such Lender.   Section 9.15. USA PATRIOT Act.  Each Lender that is subject to the requirements of   the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”)   hereby notifies the Loan Parties that pursuant to the requirements of the Act, it is required to   obtain, verify and record information that identifies the each Loan Party, which information   includes the name and address of each Loan Party and other information that will allow such   Lender to identify such Loan Party in accordance with the Act.   Section 9.16. Judgment Currency.  If, for the purposes of obtaining judgment in any   court, it is necessary to convert a sum due hereunder or any other Loan Document in one   currency into another currency, the rate of exchange used shall be that at which in accordance   with normal banking procedures the Administrative Agent could purchase the first currency with   such other currency on the Business Day preceding that on which final judgment is given. The   obligation of each Borrower in respect of any such sum due from it to the Administrative Agent   or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any   judgment in a currency (the “Judgment Currency”) other than that in which such sum is   denominated in accordance with the applicable provisions of this Agreement (the “Agreement   Currency”), be discharged only to the extent that on the Business Day following receipt by the   Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the   Administrative Agent may, in accordance with normal banking procedures, purchase the   Agreement Currency with the Judgment Currency.  If the amount of the Agreement Currency so   purchased is less than the sum originally due to the Administrative Agent from any Borrower in   the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding   any such judgment, to indemnify the Administrative Agent or the Person to whom such   obligation was owing against such loss.  If the amount of the Agreement Currency so purchased   is greater than the sum originally due to the Administrative Agent in such currency, the   Administrative Agent agrees to return the amount of any excess to such Borrower (or to any   other Person who may be entitled thereto under applicable law).     





 







   110   DMSLIBRARY01:26808156.18   Section 9.17. Acknowledgements.  The parties hereto agree that, on the Effective Date,   the following transactions shall be deemed to occur automatically, without further action by any   party hereto:   (a) The Original Credit Agreement shall be deemed to be amended and   restated in its entirety in the form of and pursuant to this Agreement.   (b) All “Loans” outstanding under the Original Credit Agreement shall be   deemed to be Revolving Loans under this Agreement.  All issued and outstanding   “Letters of Credit” issued pursuant to the Original Credit Agreement shall be deemed to   be Letters of Credit issued under this Agreement.  All other “Obligations” existing under   the Original Credit Agreement shall be deemed to be outstanding under this Agreement   and, in each case (i) are in all respects enforceable with only the terms thereof being   modified as provided by this Agreement and (ii) shall in all respects be continuing after   the Effective Date and shall be deemed to be Obligations governed by this Agreement.   On the Effective Date, each Lender under the Original Credit Agreement that has a   “Commitment” under the Original Credit Agreement shall receive payments from, or   shall make payments to, the Administrative Agent such that each such Lender shall have   funded its portion of its Commitment on the Effective Date.  On the Effective Date, all   outstanding “Commitments,” “Loans” and other outstanding advances under the Original   Credit Agreement shall be reallocated among the Lenders (including any newly added   Lenders) under this Agreement in accordance with such Lenders’ respective revised   Applicable Percentages.   (c) All references to the Original Credit Agreement or the “Credit   Agreement” in the Existing Debt Documents executed in connection with the Original   Credit Agreement, whether on the Original Credit Agreement’s “Effective Date” or at   any time thereafter but prior to the Effective Date, shall be deemed to include   references to this Agreement, as amended, restated, supplemented or otherwise   modified from time to time.   (d) Each Loan Party hereby acknowledges and agrees that each of the   Existing Debt Documents that are not superseded by corresponding Loan Documents   executed and delivered in connection with this Agreement to which such Loan Party is a   party remains in full force and effect and hereby ratifies and reaffirms all of its respective   repayment and performance obligations, contingent or otherwise, under each of such   Existing Debt Documents to which it is a party and, to the extent such Loan Party   guaranteed any of the Obligations as defined in the Original Credit Agreement pursuant   to any of such Existing Debt Documents as security for such Obligations, such Loan   Party, as the case may be, hereby ratifies and reaffirms such guaranty and agrees that   such guaranty secures all of the Obligations under this Agreement and remain in full   force and effect after giving effect to this Agreement.  The execution, delivery and   effectiveness of this Agreement shall not operate as a waiver of any right, power or   remedy of the Administrative Agent or the Lenders under the Original Credit Agreement   or any Existing Debt Document, nor constitute a waiver of any provision of the Original   Credit Agreement or any other Existing Debt Document, except as specifically set forth   therein or in a corresponding Loan Document.     





 







   111   DMSLIBRARY01:26808156.18   (e) Each party to this Agreement acknowledges and agrees that this   Agreement and the documents executed and delivered in connection herewith do not   constitute a novation, payment and reborrowing or termination of any of the Obligations   under the Original Credit Agreement as in effect prior to the Effective Date or a novation   or payment and reborrowing of any amount owing under the Original Credit Agreement   as in effect prior to the Effective Date.   Section 9.18. 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 Borrower acknowledges and   agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the   Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on   the one hand, and the Lenders, on the other hand, (B) such Borrower has consulted its own legal,   accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such   Borrower 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 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 such Borrower or any of its Affiliates, or any other Person and (B) no Lender has any   obligation to such Borrower or any of its 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 and their respective Affiliates may be engaged in a broad range of   transactions that involve interests that differ from those of such Borrower and its Affiliates, and   no Lender has any obligation to disclose any of such interests to such Borrower or its Affiliates.    To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that   it may have against each of the Lenders with respect to any breach or alleged breach of agency or   fiduciary duty in connection with any aspect of any transaction contemplated hereby.         ARTICLE  X.      LOAN GUARANTY   Section 10.01. Guaranty.  Parent hereby agrees that it is liable for, and absolutely and   unconditionally guarantees to the Secured Parties, the prompt payment when due, whether at   stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured   Obligations and all costs and expenses including, without limitation, all court costs and   attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and   expenses paid or incurred by the Secured Parties in endeavoring to collect all or any part of such   Secured Obligations from, or in prosecuting any action against, each such other Borrower or any   other guarantor of all or any part of such Secured Obligations (such costs and expenses, together   with such Obligations, collectively the “Guaranteed Obligations”). Parent further agrees that its   Guaranteed Obligations may be extended or renewed in whole or in part without notice to or   further assent from it, and that it remains bound upon its guarantee notwithstanding any such   extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on   behalf of any domestic or foreign branch or Affiliate of any Secured Party that extended any   portion of the Guaranteed Obligations.      





 







   112   DMSLIBRARY01:26808156.18   Section 10.02. Guaranty of Payment. This Loan Guaranty is a guaranty of payment and   not of collection. Parent waives any right to require any Secured Party to sue any Borrower, any   other guarantor, or any other Person obligated for all or any part of the Guaranteed Obligations   (each, an “Obligated Party”), or otherwise to enforce its payment against any collateral securing   all or any part of the Guaranteed Obligations.   Section 10.03. No Discharge or Diminishment of Loan Guaranty.  (a) Except as   otherwise provided for herein, the obligations of Parent hereunder are unconditional and absolute   and not subject to any reduction, limitation, impairment or termination for any reason (other than   the indefeasible payment in full in cash of the Guaranteed Obligations), including:  (i) any claim   of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of   the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate   existence, structure or ownership of any Obligated Party; (iii) any insolvency, bankruptcy,   reorganization or other similar proceeding affecting any Obligated Party, or such Obligated   Party’s assets or any resulting release or discharge of any obligation of any Obligated Party; or   (iv) the existence of any claim, setoff or other rights which Parent may have at any time against   any other Obligated Party, any Secured Party or any other Person, whether in connection   herewith or in any unrelated transactions.     (b) The obligations of Parent hereunder are not subject to any defense or setoff,   counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or   unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of   applicable law or regulation purporting to prohibit payment by any Obligated Party, of its   Guaranteed Obligations or any part thereof.     (c) Further, the obligations of Parent hereunder are not discharged or impaired or   otherwise affected by:  (i) the failure of any Secured Party to assert any claim or demand or to   enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver   or modification of or supplement to any provision of any agreement (including this Agreement,   any Subsidiary Guaranty or any other Loan Document) relating to the Guaranteed Obligations;   (iii) any release, non-perfection, or invalidity of any indirect or direct security (if any) for the   obligations of Parent for all or any part of its Guaranteed Obligations or any obligations of any   other guarantor of or other person liable for any of the Guaranteed Obligations; (iv) any action or   failure to act by any Secured Party with respect to any collateral (if any) securing any part of its   Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment   or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or   delay that might in any manner or to any extent vary the risk of Parent or that would otherwise   operate as a discharge of Parent as a matter of law or equity (other than the indefeasible payment   in full in cash of the Guaranteed Obligations).     Section 10.04. Defenses Waived.  To the fullest extent permitted by applicable law,   Parent hereby waives any defense based on or arising out of any defense of Parent or the   unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation   from any cause of the liability of Parent, other than the indefeasible payment in full in cash of the   Guaranteed Obligations. Without limiting the generality of the foregoing, Parent irrevocably   waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by   law, any notice not provided for herein, as well as any requirement that at any time any action be     





 







   113   DMSLIBRARY01:26808156.18   taken by any Person against any Obligated Party, or any other Person, and Parent confirms that it   is not a surety under any state law and shall not raise any such law as a defense to its obligations   hereunder.  The Administrative Agent may, at its election, foreclose on any collateral (if any)   held by it by one or more judicial or nonjudicial sales, accept an assignment of any such   collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral   securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the   Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise   any other right or remedy available to it against any Obligated Party, without affecting or   impairing in any way the liability of Parent under this Loan Guaranty except to the extent the   Guaranteed Obligations have been fully and indefeasibly paid in full in cash.  To the fullest   extent permitted by applicable law, Parent waives any defense arising out of any such election   even though that election may operate, pursuant to applicable law, to impair or extinguish any   right of reimbursement or subrogation or other right or remedy of Parent against any Obligated   Party or any security.   Section 10.05. Rights of Subrogation.  Parent will not assert any right, claim or cause of   action, including, without limitation, a claim of subrogation, contribution or indemnification that   it has against any Obligated Party, or any collateral (if any), until each of the Loan Parties have   fully performed all its obligations to the Secured Parties.    Section 10.06. Reinstatement; Stay of Acceleration.  If at any time any payment of any   portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned   upon the insolvency, bankruptcy, or reorganization of any Loan Party or otherwise, Parent’s   obligations under this Loan Guaranty with respect to that payment shall be reinstated at such   time as though the payment had not been made and whether or not the Secured Parties are in   possession of this Loan Guaranty. If acceleration of the time for payment of any of the   Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Loan   Party, all such amounts otherwise subject to acceleration under the terms of any agreement   relating to the Guaranteed Obligations shall nonetheless be payable by Parent forthwith on   demand by the Administrative Agent.   Section 10.07. Information. Parent assumes all responsibility for being and keeping itself   informed of each Loan Party’s financial condition and assets, and of all other circumstances   bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and   extent of the risks that Parent assumes and incurs under this Loan Guaranty, and agrees that no   Secured Party shall have any duty to advise Parent of information known to it regarding those   circumstances or risks.   Section 10.08. Termination.  The Lenders may continue to make loans or extend credit to   each Borrower based on this Loan Guaranty until five (5) days after it receives written notice of   termination of this Loan Guaranty from Parent.  Notwithstanding receipt of any such notice,   Parent will continue to be liable to the Secured Parties for any of its Guaranteed Obligations   created, assumed or committed to prior to the fifth (5th) day after receipt of the notice, and all   subsequent renewals, extensions, modifications and amendments with respect to, or substitutions   for, all or any part of such Guaranteed Obligations.     





 







   114   DMSLIBRARY01:26808156.18   Section 10.09. Taxes.  Each payment of the Guaranteed Obligations will be made by each   Loan Guarantor without withholding for any Taxes, unless such withholding is required by law.    If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so   required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the   full amount of withheld Taxes to the relevant Governmental Authority in accordance with   applicable law.  If such Taxes are Indemnified Taxes, then the amount payable by such Loan   Guarantor shall be increased as necessary so that, net of such withholding (including such   withholding applicable to additional amounts payable under this Section), the Administrative   Agent, Lender or Issuing Bank (as the case may be) receives the amount it would have received   had no such withholding been made.   Section 10.10. Maximum Liability.  Notwithstanding any other provision of this Loan   Guaranty, the amount guaranteed by each Loan Guarantor hereunder shall be limited to the   extent, if any, required so that its obligations hereunder shall not be subject to avoidance under   Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer   Act, Uniform Fraudulent Conveyance Act or similar statute or common law.  In determining the   limitations, if any, on the amount of any Loan Guarantor’s obligations hereunder pursuant to the   preceding sentence, it is the intention of the parties hereto that any rights of subrogation,   indemnification or contribution which such Loan Guarantor may have under this Loan Guaranty,   any other agreement or applicable law shall be taken into account.   Section 10.11. Liability Cumulative.  The liability of Parent under this Article X is in   addition to and shall be cumulative with all liabilities of each other Loan Party to the Secured   Parties under this Agreement, the Loan Guarantors and the other Loan Documents to which each   such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties,   without any limitation as to amount, unless the instrument or agreement evidencing or creating   such other liability specifically provides to the contrary.   Section 10.12. Keepwell.  Each Qualified ECP Guarantor hereby jointly and severally   absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as   may be needed from time to time by each other Loan Party to honor all of its obligations under   this Loan Guaranty in respect of Swap Agreement Obligations (provided, however, that each   Qualified ECP Guarantor shall only be liable under this Section 10.12 for the maximum amount   of such liability that can be hereby incurred without rendering its obligations under this Section   10.12, or otherwise under this Loan Guaranty, voidable under applicable law relating to   fraudulent conveyance or fraudulent transfer, and not for any greater amount).  The obligations   of each Qualified ECP Guarantor under this Section 10.12 shall remain in full force and effect   until the indefeasible payment in full in cash of the Guaranteed Obligations.  Each Qualified ECP   Guarantor intends that this Section 10.12 constitute, and this Section 10.12 shall be deemed to   constitute, 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 Commodity Exchange Act.     





 







    





 







    





 







    





 







    





 







    





 







    





 







    





 







    





 







    





 







    





 







    





 







    





 







    





 







27425929v4    Schedule 1.01: Permitted Investments      1. In the case of Permitted Investments made by Foreign Subsidiaries, readily marketable   direct obligations of any sovereign government or any agency or instrumentality thereof   which are unconditionally guaranteed by the full faith and credit of such government and   which have an investment grade credit rating.   2. Short term money market mutual funds   3. Time deposits with Société Générale   4. Deposit accounts with Société Générale, Paris, Warsaw and Luxembourg   5. Cash and Time Deposit Accounts with BPI Bank in Philippines,   6. Cash and Time Deposit Accounts with Robinson bank, Philippines,   7. Cash and Time Deposits with Shanghai Pudong Development Bank, China   8. Cash and Time Deposits with Industrial and Commercial Bank, China   9. Cash and Time Deposit with China Construction Bank, China   10. Cash and Deposits with Barclays Bank, UK   11. Cash and Deposits with Royal Bank of Scotland, UK.   12. Other Bank Accounts that may be opened in EU, Brazil, China or UK as needed under   normal course of business.                 





 







27425929v4    Schedule 2.01A: Commitment Schedule      Commitments    Lender EUR Revolving    Commitment*    U.S. Revolving   Commitment   Revolving   Commitment   Term Loan A-1   Commitment    Term Loan A-2   Commitment    JPMorgan   Chase   Bank,   N.A.   $67,500,000.00 $86,250,000.00 $86,250,000.00 $15,000,000.00 $0.00   Bank of   America,   N.A.   $67,500,000.00 $86,250,000.00 $86,250,000.00 $15,000,000.00 $50,000,000.00   Fifth   Third   Bank,   N.A.   $67,500,000.00 $86,250,000.00 $86,250,000.00 $15,000,000.00 $0.00   SunTrust   Bank   $67,500,000.00 $86,250,000.00 $86,250,000.00 $15,000,000.00 $0.00   Citizens   Bank,   N.A.   $53,333,333.61 $68,148,148.50 $68,148,148.50 $11,851,851.50 $0.00   MUFG   Union   Bank,   N.A.   $49,999,999.70 $63,888,888.50 $63,888,888.50 $11,111,111.50 $0.00   Citibank,   N.A.   $49,999,999.69 $63,888,888.50 $63,888,888.50 $11,111,111.50 $0.00   AgFirst   Farm   Credit   Bank   $0.00 $52,389,002.62 $52,389,002.62 $0.00 $139,704,006.98   Farm   Credit   Bank of   Texas   $0.00 $11,305,498.69 $11,305,498.69 $0.00 $30,147,996.51   Farm   Credit   Services   of Mid-   America   $0.00 $11,305,498.69 $11,305,498.69 $0.00 $30,147,996.51     





 







27425929v4    Société   Générale   $26,666,667.00 $34,074,074.50 $34,074,074.50 $5,925,925.50 $0.00   Total $450,000,000.00 $650,000,000.00 $650,000,000.00 $100,000,000.00 $250,000,000.00      *Each Lender’s EUR Revolving Commitment, if any, is a sub-commitment of such Lender’s   U.S. Revolving Commitment.           





 







27425929v4    Schedule 2.01B: Swingline Commitments      Swingline Commitments    Lender Swingline Commitment   JPMorgan Chase Bank, N.A.  $50,000,000   Total: $50,000,000              





 







27425929v4    Schedule 3.06: Disclosed Matters      U. S. Operations      None.        Brazilian Operations       Name Issue   Imposto sobre Circulação de Mercadorias e Serviços, or   ICMS, a form of value-added tax in Brazil, was assessed to   our Brazilian subsidiary, SWM-B, in December of 2000.   SWM-B received two assessments from the tax authorities of   the State of Rio de Janeiro for unpaid ICMS taxes from   January 1995 through November 2000, collectively the   Assessment.      The Assessment concerned the accrual and use by SWM-B of   ICMS tax credits generated from the production and sale of   certain non-tobacco related grades of paper sold domestically   that are immune from the tax to offset ICMS taxes otherwise   owed on the sale of products that are not immune. One of the   two assessments related in part to tax periods that predated   our acquisition of Pirahy and is covered in part by an   indemnification from the sellers of Pirahy, or Assessment 1   (case number 2001.001.115144-5). The second assessment   pertains exclusively to periods that SWM-B owned the Pirahy   mill, or Assessment 2 (case number 2001.001.064544-6).   Based on the foreign currency exchange rate at September 30,   2015, the Raw Materials Assessments totaled approximately   $26 million, of which approximately $12 million is covered   by the above-discussed indemnification.      Alleged improper use of ICMS   tax credits accrued on sales of   ICMS immune products to   reduce ICMS taxes on sales of   non-immune products.    SWM-B received three assessments from the tax authorities of   the State of Rio de Janeiro for unpaid ICMS and Fundo   Estadual de Combate à Pobreza (FECP) taxes on interstate   purchases of electricity from May 2006 – November 2007,   January 2008 – December 2010, and September 2011 –   September 2013.  All three assessments concerned the accrual   and use by SWM-B of tax credits because SWM-B is an   intensive electricity customer and thus not subject to this tax   on electricity. In October and November 2014, a majority of   the Conselho de Contribuintes sitting en banc ruled against   SWM-B in each of the first and second electricity   assessments. The State issued notices to SWM-B to pay   approximately $3.0 million in the first electricity assessment   Alleged improper use of ICMS   and FECP tax credits by SWM-   B as an intensive electricity   customer      





 







27425929v4    Name Issue   and $6.0 million in the second electricity assessment, based   on the foreign currency exchange rate at September 30, 2015.   SWM-B filed separate challenges to these assessments in   further court proceedings in the state judicial system, and   different chambers of the court granted SWM-B preliminary   injunctions against enforcement. SWM-B's challenge to the   third electricity assessment (approximately $3.0 million as of   September 30, 2015) remains pending at the first   administrative level (Junta de Revisão Fiscal).      SWM-B believes that both the Raw Materials Assessments   and the Electricity Assessments will ultimately be resolved in   its favor. No liability has been recorded in our consolidated   financial statements for these assessments based on our   evaluation of these matters under the facts and law as   presently understood.          





 







27425929v4    Schedule 3.12: Subsidiaries      Subsidiary Record Owner Percentage Interest Owned   Jurisdiction of   Organization   Schweitzer-Mauduit Canada,   ULC   SWM Luxembourg  100% Canada   Schweitzer-Mauduit   International China, Limited   SWM Luxembourg  100% Hong Kong   China Tobacco Mauduit   (Jiangmen) Paper Industry   Company Ltd.   Schweitzer-Mauduit   International China,   Limited   50% China   China Tobacco Schweitzer   (Yunnan) Reconstituted   Tobacco Co. Ltd   Schweitzer-Mauduit   International China,   Limited   50% China   DelStar Technologies   (Shanghai) Trading Corp. Ltd.   SWM Luxembourg  100% China   DelStar Technologies (Suzhou)   Co. Ltd.   SWM Luxembourg  100% China   Schweitzer-Mauduit Spain,   S.L.   SWM Luxembourg  100% Luxembourg   Schweitzer-Mauduit do Brasil   Indústria e Comércio de Papel   Ltda.   SWM South (Lux)1 99.985% Brazil   SWM Acquisition Corp. I Schweitzer-Mauduit   International, Inc.   100% Delaware   DelStar, Inc. SWM Acquisition   Corp. 1   100% Delaware   DelStar Holding Corp. DelStar, Inc. 100% Delaware   Coretec Tubing Corp. DelStar Holding Corp. 100% Delaware   U.S. Netting, Inc. DelStar Holding Corp. 100% Delaware   DelStar Technologies, Inc. DelStar Holding Corp. 100% Delaware   DelStar Air, Inc. DelStar Holding Corp. 100% Delaware   DelStar Electrostatic, Inc. DelStar Air, Inc. 100% Delaware   Schweitzer-Mauduit Holding   S.A.S.   Schweitzer-Mauduit   Spain, S.L.   100% France                                                      1 Legal formalities for recording ownership still pending in Brazil.  These equity interests are currently owned by   SWM Luxembourg.  To complete the equity interest transfer, SWM needs to register the interests with both the   Brazil Board of Trade and Brazilian tax authorities.      





 







27425929v4    Subsidiary Record Owner Percentage Interest Owned   Jurisdiction of   Organization   Schweitzer-Mauduit Industries   S.A.S.    Schweitzer-Mauduit   Holding S.A.S.   100% France   Schweitzer-Mauduit France   S.A.S.      Schweitzer-Mauduit   Industries S.A.S.       Schweitzer-Mauduit   Holding S.A.S.      Schweitzer-Mauduit   International, Inc.   94.3%         3.1%         2.6%   France   Schweitzer-Mauduit   Developpements S.A.S.   Schweitzer-Mauduit   France S.A.S.   100% France   LTR Industries, S.A.S. Schweitzer-Mauduit   Developpements S.A.S.   100% France   SWM Services S.A.S. Schweitzer-Mauduit   France S.A.S.   100% France   Papeteries de Saint-Girons   S.A.S.   Schweitzer-Mauduit   France S.A.S.   100% France   Papeteries de Malaucène   S.A.S.   SWM Services S.A.S. 100% France   Malaucène Industries S.N.C.  Papeteries de   Malaucène S.A.S.   100% France   PDM Industries S.A.S. SWM Services S.A.S. 100% France   SWM Holdco 1 Schweitzer-Mauduit   International, Inc.   100% Luxembourg   SWM Holdco 2  Schweitzer-Mauduit   International, Inc.   100% Luxembourg   SWM HoldCo 3 SWM HoldCo 1 100% Luxembourg   SWM Luxembourg  Schweitzer-Mauduit   International, Inc.      SWM HoldCo 1      SWM HoldCo 2       SWM HoldCo 3      DelStar Technologies,   Inc.   24.33%         12.11%      18.37%      40.60%      4.58%   Luxembourg   SWM GP Luxembourg  SWM Luxembourg  100% Luxembourg     





 







27425929v4    Subsidiary Record Owner Percentage Interest Owned   Jurisdiction of   Organization   SWM LP Luxembourg SCSp  Ipopema 94 Fundusz   Inwestycyjny   Zamkniety    Aktywow   Niepublicznych      SWM GP Luxembourg   S.A.R.L.    99.9%                  0.1%   Luxembourg   SWM South (Lux) SWM Luxembourg 100% Luxembourg   PDM Philippines Industries,   Inc.   Schweitzer-Mauduit   France S.A.S.   99.89% Philippines   Luna Rio Landholding   Corporation   PDM Philippines   Industries, Inc.   40% Philippines   Schweitzer-Mauduit RTL   Philippines Inc.   SWM Luxembourg  99.9% Philippines   SWM-Poland Sp. Zo.o. SWM LP Luxembourg   SCSp      SWM Poland GP Sp z   o. o.    99.9%         0.1%   Poland   DelStar Poland SWM Poland   GP sp. Zz o.o. sp.j   SWM LP Luxembourg   Scsp      SWM Poland GP sp z   o.o   99.9%         0.1%   Poland   SWM Poland GP Sp zo.o. SWM Luxembourg  100% Poland   Ipopema 94 Fundusz   Inwestycyjny Zamkniety   Aktywow Niepublicznych   SWM Luxembourg  100% Poland   SWM RUS LLC SWM Luxembourg  100% Russia   DelStar International, Ltd. SWM Luxembourg  100% United Kingdom   Argotec Intermediate Holdings   LLC   SWM-Argotec, LLC 100% of   membership   interests   Delaware   Argotec LLC Argotec Intermediate   Holdings LLC   100% of   membership   interests   Delaware     





 







27425929v4    Subsidiary Record Owner Percentage Interest Owned   Jurisdiction of   Organization   Argotec International Sales   Corporation   Argotec LLC 100% Massachusetts   Argotec Stevens LLC Argotec LLC 100% of   membership   interests   Delaware   SWM-Argotec LLC DelStar Technologies,   Inc.   100% of   membership   interests   Delaware           





 







27425929v4    Schedule 3.13: Material Agreements      The following agreements may be Material Agreements:      1. Agreement for the Purchase of Goods dated as of April 1, 2015 between Philip Morris   USA Inc. and Schweitzer-Mauduit International, Inc.  This agreement, which expires December   31, 2019, covers sales of paper for low-ignition-propensity cigarettes and prohibits the pledge of   inventory.      2. Framework Agreement for the Supply of Cigarette Papers dated as of January 1, 2014   between British American Tobacco (Investments) Limited and Schweitzer-Mauduit   International, Inc.   This agreement, which expires December 31, 2015 but is subject to   extension, covers sales of conventional and LIP cigarette papers, conventional and porous plug   wrap, and base tipping papers.          These agreements are included only for the avoidance of doubt, and their inclusion on this   schedule is not intended as an admission that they are, in fact, material.                          





 







27425929v4    Schedule 3.16: Insurance      Insurance Policies   Detailed Policy Information (By country and product)   2015 Policy Year (All amounts in USD unless otherwise noted)   Brazil   Product   Line Coverage(s)   Named   Insured(s) Policy Number   Inception   Date   Expiration   Date Lead Insurer Limits & Sublimits Deductibles   Casualty General Liability   Schweitzer   Mauduit do   Brasil   087372013010351000   193 1-Jan-15 1-Jan-16   AIG Seguros   Brasil SA   Casualty - Limit: Maximum Limit:   1,800,000.00: BRL   Casualty - Limit: Premises Liability /   Sudden Pollution Liability / Pollution   Employer's Liability / Employer's   Liability / Equipments moves / Now   Owned Vehicles Liability / Products -   National Territory: 0.00: Included   Casualty - Limit: Moral Damage -   Unique Amount: 0.00: Included   Casualty - Limit: Damage Caused by   Medical Malpractice: 0.00: Included   Casualty - ---Sublimit: Medical   Malpractice (Moral Damage): 0.00:   Included   Casualty - Limit: Products Liability:   0.00: Included   Casualty - Premises Liability   (Per event) - Minimum R$   2.500,00: 10.00: Percentage    Casualty - Damage Caused By   Medical Malpractice (Liability) -   Minimum R$ 1.500,00: 20.00:   Percentage    Casualty - Products Liability   (National Territory) - Minimum   R$5.000,00: 10.00:   Percentage    Casualty - Sudden Pollution   Liability - Minimum R$   3.000,00: 10.00: Percentage    Casualty - Pollution   Employer's Liability - Minimum   R$ 3.000,00: 10.00:   Percentage    Casualty - Employer's Liability   - Minimum R$ 3.000,00: 10.00:   Percentage    Casualty - Equipments moves   - Minimum R$ 3.500,00: 10.00:   Percentage    Casualty - Now Owned   Vehicles Liability - Minimum   R$ 1.000,00: 10.00:   Percentage   Casualty Automobile/Motor Schweitzer 2034512 1-Jan-15 1-Jan-16 Tokio Marine Casualty - Limit: Hull collision, fire, steal Casualty - Car Glass - R$     





 







27425929v4    Mauduit do   Brasil   Seguradora SA - based on FIPE: 100.00: Percentage   Casualty - Limit: Auto liability - single   limit: 1,500,000.00: BRLCasualty -   Limit: Moral damages: 200,000.00:   BRLCasualty - Limit: Car glass: 0.00:   IncludedCasualty - Limit: death and   disability due to accident: 5,000.00:   BRL   90,00 for national vehicles and   R$ 180,00 for imported   vehicles: 90.00: BRL   Financial   Products   Management   Liability   Schweitzer   Mauduit do   Brasil   087372015010310000   848 4-Jul-15 4-Jul-16   AIG Seguros   Brasil SA   Financial Products - Limit: Insured   Person ́s LiabilityExtradi - Side A:   100.00: Percentage    Financial Products - Limit: Insured   Organization ́s Reimbursement - Side   B: 100.00: Percentage    Financial Products - Limit: Extradition   Costs: 100.00: Percentage    Financial Products - Limit: Moral   Damages: 100.00: Percentage    Financial Products - Limit: Investigation   Costs: 100.00: Percentage    Financial Products - Limit: Assets and   Liberty: 100.00: Percentage    Financial Products - Limit: Personal   Guarantees: 100.00: Percentage    Financial Products - Limit: New   Subsidiaries: 100.00: Percentage    Financial Products - Limit: Emergency   Costs: 100.00: Percentage    Financial Products - Limit: Employment   Practices Liabilities: 100.00:   Percentage    Financial Products - Limit: Crisis   management : 500,000.00: BRL   Financial Products - Limit: Personal   Image Protection: 100.00: Percentage    Financial Products - Limit: Tributary   Liability: 100.00: Percentage    Financial Products - Limit: Aditional   costs with specialists: 100.00:   Percentage    Financial Products: Zero   Deductible Policy     





 







27425929v4    Financial Products - Limit: Blocking /   freezing of Insured’s assets: 100.00:   Percentage    Financial Products - Limit: Adjusters -   Extraordinary Events: 100,000.00: BRL   Financial Products - Limit: Option of   utilization an International Policy:   100.00: Percentage    Financial Products - Limit: Perpetual   Extended Reporting Period for   pensioner: 100.00: Percentage    Financial Products - Limit: Perpetual   Extended Reporting Period for   Volunteer Dismissal: 100.00:   Percentage   Property Property   Schweitzer   Mauduit do   Brasil   03.96.0001471 1-Jan-15 1-Jan-16 Allianz Seguros S/A.   Property - Limit: Material Damage and   Business Interruption: 570,160,000.00:   BRL   Property - Limit: Vinilona constructions:   5,875,000.00: BRL   Property - Limit: Programs or   Softwares: 58,750,000.00: BRL   Property - Limit: New locations: 90.00:   Days   Property - Limit: Removal, Disposal and   Cleaning of Contaminant or Pollutant in   Earth or Water: 587,500.00: BRL   Property - Limit: Robbery:   2,350,000.00: BRL   Property - Limit: Gross Profit: 12.00:   Months   Property - Limit: Time Element   Contingent: 587,850,000.00: BRL   Property - Limit: Ingress / Egress:   235,000,000.00: BRL   Property - Limit: auditors fee:   58,750.00: BRL   Property - Limit: engineer projects,   ALOP: 23,500,000.00: BRL   Property - Material Damage:   235,000.00: BRL   Property - Time Element: 5.00:   Days   Property - Earthquake / Flood /   Windstorm / Programs or   Softwares: 235,000.00: BRL   Property - Flood:   9,400,000.00: BRL        





 







27425929v4    Canada   Product   Line Coverage(s)   Named   Insured(s) Policy Number   Inception   Date   Expiration   Date Lead Insurer Limits & Sublimits Deductibles   Casualty Automobile/Motor   Schweitzer   Mauduit   International   Inc.   AN2000025630 1-Jan-15 1-Jan-16   Manitoba   Public   Insurance   Corporation,   The   Casualty - Limit: Limit of Liability:   1,000,000.00: CAD   Casualty - Deductible: 0.00:   CAD   Casualty General Liability   Schweitzer   Mauduit   International   Inc.   91-03802-01/02/03 1-Jan-15 1-Jan-16   Sentry   Insurance a   Mutual   Company   Casualty - Limit: Limit of Liability:   2,000,000.00: CAD   Casualty - Deductible:   2,000.00: CAD   Casualty Automobile/Motor   Schweitzer   Mauduit   International   Inc.   AM1000402631 1-Jan-15 1-Jan-16   Manitoba   Public   Insurance   Corporation   Casualty - Limit: Limit of Liability:   1,000,000.00: CAD   Casualty - Deducible: 0.00:   CAD   Property Property   Schweitzer   Mauduit   International   Inc.   1000391 1-Jan-15 1-Jan-16   Factory Mutual   Insurance   Company   Property - Limit: Total Insured Values:   17,796,000.00: CAD   Property - Deductible:   103,000.00: CAD      China   Product   Line Coverage(s)   Named   Insured(s) Policy Number   Inception   Date   Expiration   Date Lead Insurer Limits & Sublimits Deductibles   Casualty   Workers   Compensation/   Employers   Liability   Schweitzer-   Maudit   International   China   101932524201510001   2 1-Jan-15 1-Jan-16   Huatai Property   & Casualty   Insurance   Company   Limited   Casualty - Limit: 1.Death 2. Bodily   Injury 2.1 Permanent Disablement 2.2   Partial Permanent Disablement 2.3   Temporary Disablement36 months   salary, Max. RMB1,000,000 per   employee 48 months salary, Max.   RMB1,350,000 per employee 48   months salary, Max. RMB1,350,000 per   employee Maximum amount of   Indemnity to be calculated by   multiplying the percentages set forth in   the Indemnity Scale of the Policy in   respect of the injured part and extent of   injury with the Indemnity Limit of 48   Casualty - Temporary   Disablement: 5 days Others:   Nil: 5.00: Days     





 







27425929v4    months salary, Max. RMB1,350,000 per   employee2.3 Temporary Disablement   80% salary of such employee during   this period identified by doctor, subject   to a maximum duration of 52 weeks,   Indemnity of limit for weekly salary Not   exceed RMB5,000.00 with first 5 days   deductible: 36.00: Months   Casualty General Liability   Schweitzer-   Maudit   International   China   101932501201510006   9 1-Jan-15 1-Jan-16   Huatai Property   & Casualty   Insurance   Company   Limited   Casualty - Limit: General Aggregate   Limit: 1,000,000.00: USD   Casualty: Zero Deductible   Policy   Marine Cargo SWM China MGA0010948BR 1-Jan-15 1-Jan-16   Zurich General   Insurance Co   (China) Ltd   Marine - Limit: sum insured:   12,262,660.00: CNY   Marine - per occurrence:   30,657.00: CNY   Property Property   DelStar   Technologies   Suzhou Co.,   Ltd; DelStar   Technologies   (Shanghai)   Trading Corp.,   Ltd   104590001031530003   4 1-Jan-15 1-Jan-16   Ping An   Property &   Casualty   Insurance   Company Of   China, Ltd.   Property - Limit: The Company’s   maximum limit of liability in an   Occurrence regardless of the number of   Locations or coverages involved,   including any insured TIME ELEMENT   loss, will not exceed the Policy limit of   liability of USD18,059,968 subject to the   following provisions: please see   attached policy: 18,059,968.00: USD   Property - USD100,000   combined all coverages, per   Occurrence.Exceptions to   Policy Deductible(s) A.   Computer Systems-Non   Physical Damage2 Day   Equivalent deductible subject   to a minimum deductible of   USD100,000, per   Occurrence.B. Contingent   Time Element   LocationUSD100,000 per   Occurrence. However when   the loss results from   earthquake, Wind and/or   Flood such loss shall be   subject to its respective   deductible(s) and shall apply   at each Contingent Time   Element Location where the   physical damage occurs as   follows:   1) Earthquake: USD100,000,   per Location     





 







27425929v4    2) Flood: USD100,000, per   Location   3) Wind: USD100,000, per   Location   C. Data, Programs or   Software2 Day Equivalent   deductible as respects loss or   damage caused by the   malicious introduction of a   machine code or instruction,   subject to a minimum   deductible of USD100,000, per   Occurrence.D.   TransportationUSD10,000, per   Occurrence: 100,000.00: USD            





 







27425929v4       France   Product   Line Coverage(s)   Named   Insured(s) Policy Number   Inception   Date   Expiration   Date Lead Insurer Limits & Sublimits Deductibles   Casualty   General Liability;   Professional   Liability   SWM   Services;   SCHWEITZE   R MAUDUIT   FRANCE;   Saint Girons   Industries;   LTR   Industries;   PDM   Industries;   SWM Russia;   SWM China   7109851 1-Jan-15 1-Jan-16 AIG Europe Limited   Casualty - Limit: - public liability :   combined single limit per loss for bodily   injury, property damage &   consequential loss: 30,000,000.00:   EUR   Casualty - ---Sublimit: - goods in care,   custody & control: 2,000,000.00: EUR   Casualty - ---Sublimit: - employer's   gross negligence per loss / aggregate:   5,000,000.00: EUR   Casualty - ---Sublimit: - sudden &   accidental pollution per loss /   aggregate: 1,500,000.00: EUR   Casualty - ---Sublimit: - non   consequential loss per loss:   15,000,000.00: EUR   Casualty - Limit: - product liability :   combined single limit in the aggregate   for bodily injury, property damage &   consequential loss (in the aggregate):   30,000,000.00: EUR   Casualty - ---Sublimit: - non   consequential loss including product   recall and mantling/dismantling costs   engaged by third parties:   15,000,000.00: EUR   Casualty - ---Sublimit: - product recall   and mantling/dismantling costs   engaged by the Insured: 1,500,000.00:   EUR   Casualty - ---Sublimit: - professional   liability ( in the frame of technologies   transfers) : 3,000,000.00: EUR   Casualty - goods in care,   custody & control: 10,000.00:   EUR   Casualty - employer's gross   negligence ( per victim ):   30,000.00: EUR   Casualty - property damage &   consequential loss: 5,000.00:   EUR   Casualty - non consequential   loss including product recall   and mantling/dismantling costs   engaged by third parties:   10,000.00: EUR   Casualty - product recall and   mantling/dismantling costs   engaged by the Insured:   10,000.00: EUR   Casualty - sudden &   accidental pollution:   10,000.00: EUR   Casualty - professional liability   ( in the frame of technologies   transfers) : 10,000.00: EUR   Employe   e Benefit   Accident &   Health   SWM   Services 12503609 1-Jan-15 1-Jan-16 Allianz IARD   Employee Benefit Services - Limit:   Accidental death: 230,000.00:   Employee Benefit Services:   Zero Deductible Policy     





 







27425929v4    Services EUREmployee Benefit Services - Limit:   Accidental permanent total   disablement: 230,000.00:   EUREmployee Benefit Services - Limit:   Public liability in a non-professional   context abroad: 7,500,000.00:   EUREmployee Benefit Services - Limit:   Medical expenses abroad: 0.00:   Unlimited LimitEmployee Benefit   Services - Limit: Loss or theft of   luggage: 5,000.00: EUR   Environm   ental Environmental   SWM   Services;   PDM   Industries;   LTR   Industries;   Saint Girons   Industries;   Malaucene   Industries;   SWM China;   SWM Russia   7201040 1-Jan-15 31-Dec-15 AIG Europe Limited   Environmental - Limit: Environmental   Impairment Liability / by occurrence :   5,000,000.00: EUR   Environmental - Limit: Environmental   Impairment Liability / in aggregate :   10,000,000.00: EUR   Environmental - ---Sublimit:   Environmental Liability (Damages to   Biodiversity) / by occurrence and in   aggregate: 2,500,000.00: EUR   Environmental - ---Sublimit: Emergency   Costs / by occurrence and in aggregate:   2,500,000.00: EUR   Environmental - ---Sublimit: On-site   Land and Water Clean up Costs / by   occurrence and in aggregate:   2,500,000.00: EUR   Environmental - ---Sublimit: On-site   Premises Clean up Costs / by   occurrence and in aggregate:   1,500,000.00: EUR   Environmental - ---Sublimit: On-site   Suffered Pollution / by occurrence and   in aggregate : 750,000.00: EUR   Environmental - ---Sublimit: Damages   to employees goods : 750,000.00: EUR   Environmental - ---Sublimit: Damages   to entrusted goods: 750,000.00: EUR   Environmental - Each incident:   100,000.00: EUR   Financial Management SCHWEITZE 7902787 1-Jan-15 1-Jan-16 AIG Europe Financial Products - Limit: - liability of Financial Products - Nil,     





 







27425929v4    Products Liability R MAUDUIT   FRANCE   Limited D&O   - reimbursement of the policy holder   - civil and criminal defense of directors   and officers: 11,500,000.00: EUR   except for "non severable   wrongful act" (faute non   séparable) : based on each   company's turnovers: 0.00:   EUR   Marine Cargo   SWM   Services;   PDM   Industries;   LTR   Industries;   Saint Girons   Industries   72474 1-Jan-15 31-Dec-15 Helvetia Assurances SA   Marine - Limit: Max per conveyance:   1,250,000.00: EURMarine - Limit:   Internal transports: 1,250,000.00:   EURMarine - ---Sublimit: Used   Equipment/Tools/Spare Parts shipped   for repairs: 230,000.00: EURMarine - ---   Sublimit: Importations from USA:   185,000.00: EURMarine - ---Sublimit:   Importations from Japan: 100,000.00:   EUR   Marine: Zero Deductible Policy   Property Property   Schweitzer   Mauduit   International   Inc.   FR230103 1-Jan-15 1-Jan-16   Factory Mutual   Insurance   Company   Property - Limit: Material Damage and   Business Interruption: 840,924,159   EUR   Property - Limit: Terrorism for locations   in France and France territories:   768,029,933 EUR   Property - Limit: Miscellaneous   Unnamed Locations: 187,969,923 EUR   Property - Limit: New locations: 90.00:   Days   Removal, Disposal and Cleaning of   Contaminant or Pollutant in Earth or   Water: 187,970,000 EUR   Property - Limit: Flood 187,969,923   EUR   Property - Limit: Gross Profit: 12.00:   Months   Property - Material Damage:   75,188 EUR   Property - Business   Interruption: 5, 8 or 10 days   according to risk location   Property Property PDM Industries 122801489 1-Jan-15 1-Jan-16 Covea Risks   Property - Limit: Fire - Water Damage:   156,540.00: EUR   Property - Limit: Theft: 68,514.00: EUR   Property - Limit: Glass Breakage:   13,704.00: EUR   Property: Zero Deductible   Policy   Property Property LTR MA 0703553 1-Jan-15 1-Jan-16 ALBINGIA Property - Limit: MACHINERY BREAKDOWN: 432,827.00: EUR   Property - 10 % mini 250 EUR   : 250.00: EUR     





 







27425929v4    Property - 10 % MAXI 1000   EUR: 1,000.00: EUR                              Philippines   Product   Line Coverage(s)   Named   Insured(s) Policy Number   Inception   Date   Expiration   Date Lead Insurer Limits & Sublimits Deductibles   Property Construction   Schweitzer-   Mauduit RTL   Philippines,   Inc.   EN-CAR-RS-14-   0000002-04-D 1-Jan-15 1-Jan-16   Pioneer   Insurance &   Surety   Corporation   Property - Limit: Policy Limit of Liability   (please refer to the attached policy   schedule for the sublimits):   68,532,427.00: USD   Property - Policy deductible   per occurrence for Material   Damage (please refer to the   policy schedule for other   specific Material Damage   deductibles).: 5,000,000.00:   USD   Property - Policy deductible   per occurrence for Time   Element losses (please refer   to the policy schedule for other   specific Time Element   deductibles).: 100,000.00:   USD         Poland     





 







27425929v4    Product   Line Coverage(s)   Named   Insured(s) Policy Number   Inception   Date   Expiration   Date Lead Insurer Limits & Sublimits Deductibles   Casualty   General Liability;   Workers   Compensation/   Employer Liability   SWM Poland   GP Sp. z o.o.   Sp. j.   PLCANA02101115 1-Jan-15 31-Dec-15 ACE European Group Ltd   Casualty - Limit: Sum insured | per   occurrence and in aggregate:   3,483,700.00: PLN   Casualty - ---Sublimit: for Employer's   Liability | per occurrence and in   aggregate: 348,370.00: PLN   Casualty - for pure financial   losses| per occurrence:   5,000.00: USD   Property Property   Schweitzer   Mauduit   International   Inc.   FR230103 1-Jan-15 1-Jan-16   Factory Mutual   Insurance   Company   Property - Limit: Material Damage and   Business Interruption: 110,944,000   USD   Property - Limit: New locations: 90.00:   Days   Property - Limit: Gross Profit: 12.00:   Months   Property - Material Damage:   100,000 USD   Property - Business   Interruption: 5 days       United Kingdom   Product   Line Coverage(s)   Named   Insured(s) Policy Number   Inception   Date   Expiration   Date Lead Insurer Limits & Sublimits Deductibles   Casualty Automobile/Motor   DelStar   International   Ltd   KH838361 23-Dec-14 31-Dec-15   Zurich   Insurance   Public Limited   Company   Casualty - Limit: Third Party bodily   injury: 50,000,000.00: GBP   Casualty - Limit: Personal effects:   500.00: GBP   Casualty - Limit: Medical expenses:   500.00: GBP   Casualty - Limit: Uninsured Loss   Recovery: 100,000.00: GBP   Casualty - AD, F&T and   glass/windscreen: 500.00:   GBP   Casualty   General Liability;   Workers   Compensation/   Employers   Liability   DelStar   International   Ltd   UKCANC69284 1-Jan-15 31-Dec-15 ACE European Group Ltd   Casualty - Limit: Employers Liability   limit: 10,000,000.00: GBP   Casualty - Limit: Public/Products   Liability limit: 1,000,000.00: USD   Casualty: Zero Deductible   Policy   Environm   ental Environmental   DelStar   International 37334050 23-Dec-14 22-Dec-24   Chubb   Insurance   Environmental - Limit: Limit:   6,000,000.00: GBP   Environmental - Each pollution   incident: 50,000.00: GBP     





 







27425929v4    Ltd Company of   Europe SE   Property Property   Schweitzer   Mauduit   International   Inc.   FR230103 1-Jan-15 1-Jan-16   Factory Mutual   Insurance   Company   Property - Limit: Material Damage and   Business Interruption: 164,278,000   USD   Property - Limit: New locations: 90.00:   Days   Property - Limit: Gross Profit: 12.00:   Months   Property - Material Damage:   100,000 USD   Property - Business   Interruption: 5 days       United States    Product   Line Coverage(s)   Named   Insured(s) Policy Number   Inception   Date   Expiration   Date Lead Insurer Limits & Sublimits Deductibles   Casualty   Workers   Compensation/   Employers   Liability   Schweitzer   Mauduit   International   Inc.   90-03802-01 00 051 1-Jan-15 1-Jan-16 Sentry    Part One (Statutory Limits - Applicable   by State)   Part Two (Employers Liability):    $ 1,000,000    $500,000 per occurrence,    Casualty Automobile/Motor   Schweitzer   Mauduit   International   Inc.   90-03802-03 (AOS)  1-Jan-15 1-Jan-16 Sentry Liability Combined Single Limit: 1,000,000.00: USD Zero Deductible Policy   Casualty General Liability   Schweitzer   Mauduit   International   Inc.   90-03802-02 1-Jan-15 1-Jan-16 Sentry    Each Occurrence Limit (Bodily Injury   and Property Damage Combined):   2,000,000.00: USD   Products/Completed Operations   Aggregate Limit: 4,000,000.00: USD   General Aggregate Limit: 4,000,000.00:   USD    Per Occurrence: 500,000.00:   USD   Casualty Umbrella & Excess Liability   Schweitzer   Mauduit   International   Inc.   19961772 1-Jan-15 1-Jan-16 AIG   $ 25,000,000 Each Occurrence   $ 25,000,000 Products-Completed   Operations Aggregate   SIR - Where applicable :   10,000.00: USD     





 







27425929v4    Casualty Umbrella & Excess Liability   Schweitzer   Mauduit   International   Inc.   XCQ G27636561 1-Jan-15 1-Jan-16 ACE    $ 25,000,000 Each Occurrence   $ 25,000,000 Products-Completed   Operations Aggregate       Casualty Multinational   Schweitzer   Mauduit   International   Inc.   PHFD38653131-001 1-Jan-15 1-Jan-16 ACE  Each Occurrence: 2,000,000.00: USD General Aggregate: 4,000,000.00: USD   Employee Benefits Liability -   Each Claim: 1,000.00: USD   Financial   Products Other FINPRO   Schweitzer   Mauduit   International   Inc.   U711-85004 (K&R) 1-Jan-14 1-Dec-16   U.S. Specialty   Insurance   Company   Limit: Limits of Liability:   Each Loss $10,000,000      Covered Hazards:   Hazard 1 – Kidnap/Ransom   Hazard 2 – Extortion Bodily Injury   Hazard 3 – Detention   Hazard 4 – Extortion Property Damage   Zero Deductible Policy   Financial   Products Other FINPRO   Schweitzer   Mauduit   International   Inc.   01-879-31-06   (FIDUCIARY) 1-Dec-14 1-Dec-15 AIG  Each Claim: 10,000,000.00: USD   Securities Retention:   200,000.00: USD   All Other Retention:   50,000.00: USD   Financial   Products Other FINPRO   Schweitzer   Mauduit   International   Inc.   FDX9300010-01   (Excess Fiduciary) 1-Dec-14 1-Dec-15 Arch    Each Claim: 10,000,000.00: USD   Aggregate: 10,000,000.00: USD     Financial   Products   Management   Liability   Schweitzer   Mauduit   International   Inc.   01-878-51-47 (D&O) 1-Dec-14 1-Dec-15 AIG Each Claim : 10,000,000.00: USDEach Policy Period : 10,000,000.00: USD   Clauses 1 & 4 : 0.00:   USDClause 2 (Non-Security):   1,000,000.00: USDClauses 2   & 3 (Security Only) :   1,000,000.00: USD   Financial   Products   Management   Liability   Schweitzer   Mauduit   International   Inc.   DOX23678445 002   (D&O) 1-Dec-14 1-Dec-15   ACE America   Insurance Co.   Each Claim: 10,000,000.00: USD   Aggregate: 10,000,000.00: USD       





 







27425929v4    Financial   Products   Management   Liability   Schweitzer   Mauduit   International   Inc.   192738-214 (D&O) 1-Dec-14 1-Dec-15 Liberty Mutual  Each Claim: 10,000,000.00: USD Aggregate: 10,000,000.00: USD     Financial   Products   Management   Liability   Schweitzer   Mauduit   International   Inc.   8234-3476  (D&O) 1-Dec-14 1-Dec-15   Federal   Insurance Co.      (Chubb)   Each Claim: 10,000,000.00: USD   Aggregate: 10,000,000.00: USD     Financial   Products   Management   Liability   Schweitzer   Mauduit   International   Inc.   DOX9300043-00 1-Dec-14 1-Dec-15 ARCH Insurance Co.   Each Claim: 10,000,000.00: USD   Aggregate: 10,000,000.00: USD     Financial   Products   Management   Liability   Schweitzer   Mauduit   International   Inc.   8209-3591 (D&O–   Lead Side A DIC 1-Dec-14 1-Dec-15 Chubb Aggregate Limit: 5,000,000.00: USD Zero Deductible   Financial   Products   Management   Liability   Schweitzer   Mauduit   International   Inc.   DOC6558426-03   (D&O - Side A DIC) 1-Dec-14 1-Dec-15 Zurich Aggregate: 5,000,000.00: USD     Financial   Products   Management   Liability   Schweitzer   Mauduit   International   Inc.   01-879-31-08  (Side A   DIC) 1-Dec-14 1-Dec-15 AIG   Each Claim: 10,000,000.00: USD   Aggregate: 10,000,000.00: USD     Marine Cargo   Schweitzer   Mauduit   International   Inc.   OC 5842633-07 1-Dec-14 1-Dec-15 Zurich   Any one conveyance, or in any one   place at any one time except; :   2,000,000.00: USD   5,000.00: USD   Property Property   Schweitzer   Mauduit   International   Inc.   XH116 1-Jan-15 1-Jan-16   Factory Mutual   Insurance   Company   $2,000,000,000 Property Damage: USD100,000,      





 







27425929v4    Property Property   Schweitzer   Mauduit   International   Inc.   3000015812 (Ancram,   NY) 25-Jul-15 25-Jul-16   Homesite   Insurance   Company   Property - Limit: BUILDING:   500,000.00: USD   Property - Limit: CONTENTS:   500,000.00: USD   Property - BUILDING:   5,000.00: USD   Property - CONTENTS:   5,000.00: USD   Specialty Product Recall   Schweitzer   Mauduit   International   Inc.   G27542414 001 19-Dec-14 19-Dec-15 ACE  Each Claim: 2,000,000.00: USD Aggregate: 2,000,000.00: USD $250,000    Surety Commercial   Schweitzer   Mauduit   International   Inc.   30822029 30-Nov-14 30-Nov-15 Travelers  Bond Amount: 50,000.00: USD     Broker Commissions   Schweitzer   Mauduit   International   Inc.     1-Jun-15 30-May-16 Marsh Global Allocated Commissions - U.S.        Argotec Entities      Product Line and   Coverage(s)   Named Insured(s) Policy Number Policy   Period   Lead Insurer Limits and Sublimits Deductibles   Commercial   Automobile Coverage   Argotec, LLC,   Argotec Stevens,   LLC,   Argotec Inc., Wind   Point Advisors,   LLC, Wind Point   Investors VII LP,   Wind Point   Partners VII-A LP,   Wind Point   Partners VII-B, LP,   Wind Point   Affiliates, LP   A 9099879 12/31/14   –   12/31/15   Selective   Insurance   Company of   South Carolina   Compulsory Bodily Injury - $20,000/person,   $40,000/accident; Personal Injury Protection -   $8,000/person; Liability - $1,000,000/accident;   Auto Medical Payments - $5,000/person;   Uninsured Motorists - $250,000/person,   $500,000/accident; Underinsured Motorists -   $250,000/person, $500,000/accident; Physical   Damage Comprehensive Coverage – actual cash   value or cost of repair, whichever is less minus   any applicable deductible; Physical Damage   Specified Causes of Loss Coverage – actual cash   value or cost of repair, whichever is less minus   any applicable deductible; Physical Damage   Collision Coverage – actual cash value or cost of   $500 deductible     





 







27425929v4    repair, whichever is less minus any applicable   deductible   Workers’   Compensation and   Employers’ Liability   Argotec, LLC,   Argotec Stevens,   LLC,   Argotec Inc., Wind   Point Advisors,   LLC, Wind Point   Investors VII LP,   Wind Point   Partners VII-A LP,   Wind Point   Partners VII-B, LP,   Wind Point   Affiliates, LP   WC 9008602 12/31/14   –   12/31/15   Selective   Insurance   Company of   South Carolina   Multi State Policy –       Part 1: Workers’ Compensation: MI and NJ   statutory limits       Part 2: Employers’ Liability Insurance Limit:   $500,000      Part 3: Other States Insurance: All states except   ND, OH, WA & WY (limits are not provided)         Workers’   Compensation and   Employers’ Liability   Argotec LLC WMZ-800-   8006623-   2014A   12/31/14   –   12/31/15   A.I.M. Mutual   Insurance   Company   Workers’ Compensation: MA statutory limits      Employers’ Liability Insurance Limit: $500,000      Private Company   Protection, Crime   Protection Plus   Argotec LLC PHSD1005066 12/31/14   –   12/31/15   Philadelphia   Indemnity   Insurance   Company   Private Company Protection: Aggregate:   $5,000,000 each Policy Period: Part 1 – D&O   Liability - $3,000,000; Part 2 – Employment   Practices - $1,000,000; Part 3 – Fiduciary   Liability - $1,000,000      Crime Protection Plus: $500,000 each for   employee theft and client coverage, ERISA   fidelity, forgery or alteration, or computer fraud   and funds transfer fraud   Private Company   Protection: Retentions -   $100,000 for D&O Liability,   $25,000 for Employment   Practices, and no retention   for Fiduciary Liability      Crime Protection Plus:   $5,000 deductible for   employee theft and client   coverage, forgery or   alteration, or computer fraud   and funds transfer fraud; no   deductible for ERISA   fidelity     





 







27425929v4    Commercial General   Liability Coverage,   Commercial Inland   Marine Coverage,   Commercial Umbrella   Coverage   Argotec, LLC,   Argotec Stevens,   LLC,   Argotec Inc., Wind   Point Advisors,   LLC, Wind Point   Investors VII LP,   Wind Point   Partners VII-A LP,   Wind Point   Partners VII-B, LP,   Wind Point   Affiliates, LP   S 2139605 12/31/14   –   12/31/15   Selective   Insurance   Company of   South Carolina   Commercial Liability Coverage: General   aggregate limit - $2,000,000; Commercial   Umbrella Coverage: $10,000,000 occurrence and   aggregate limit      Commercial Inland Marine Coverage: 1) Property   in the custody of any Air or Common Carrier -   $800,000; 3) All covered property in any one   “loss,” disaster or catastrophe - $800,000   Commercial Inland Marine   Coverage: $500   Commercial Output   Program (Property)   Argotec, LLC,   Argotec Stevens,   LLC,   Argotec Inc., Wind   Point Advisors,   LLC, Wind Point   Investors VII LP,   Wind Point   Partners VII-A LP,   Wind Point   Partners VII-B, LP,   Wind Point   Affiliates, LP   S2139605 12/31/14-   12/31/15   Selective   Insurance   Company of   South Carolina   Blanket Building and BPP - $63,264,359   RC / Agreed Amount coverage   $10,000 deductible      Business Income with Extra Expense Coverage   Blanket Limit:   $13,000,000   24 hr Deductible      Equipment Breakdown Included      Earthquake - $1,000,000   10% deductible   Flood - $1,000,000   $50,000 deductible      BI Utility Services – Time Limit $1,000,000   24 hr deductible              





 







27425929v4    Schedule 3.24: IP Activities      Patents (Registered)      OWNER REGISTRATION   NUMBER   COUNTRY/STATE DESCRIPTION   SWM Luxembourg  EP0671505 Austria Coated paper and process   for making the same   SWM Luxembourg  EP0671505 Germany Coated paper and process   for making the same   SWM Luxembourg  PI9500813-6 Brazil Coated paper and process   for making the same   SWM Luxembourg 3804997 Japan Coated paper and process   for making the same   SWM Luxembourg. E219894 Austria Smoking article wrapper   and method of making   same for controlling   ignition proclivity of a   smoking article   SWM Luxembourg  2,231,390 Canada Smoking article wrapper   and method of making   same for controlling   ignition proclivity of a   smoking article   SWM Luxembourg  69806286.8 Germany Smoking article wrapper   and method of making   same for controlling   ignition proclivity of a   smoking article   SWM Luxembourg  EP0864259 European Patent Office Smoking article wrapper   and method of making   same for controlling   ignition proclivity of a   smoking article   SWM Luxembourg  2179392 Spain Smoking article wrapper   and method of making   same for controlling   ignition proclivity of a   smoking article   SWM Luxembourg  EP0864259 France Smoking article wrapper   and method of making   same for controlling   ignition proclivity of a   smoking article   SWM Luxembourg  EP0864259 United Kingdom Smoking article wrapper   and method of making   same for controlling   ignition proclivity of a   smoking article   SWM Luxembourg 2,231,484 Canada Smoking article wrapper   for controlling ignition   proclivity of a smoking   article without affecting   smoking characteristics     





 







27425929v4    SWM Luxembourg PI9806627-7 Brazil Smoking article wrapper   and method of making   same for controlling   ignition proclivity of a   smoking article   SWM Luxembourg  3910717 Japan Smoking article wrapper   and method of making   same for controlling   ignition proclivity of a   smoking article   SWM Luxembourg. 208931 Mexico Smoking article wrapper   and method of making   same for controlling   ignition proclivity of a   smoking article   SWM Luxembourg. E239391 Austria Smoking article wrapper   for controlling ignition   proclivity of a smoking   article without affecting   smoking characteristics   SWM Luxembourg  69814227.6 Germany Smoking article wrapper   for controlling ignition   proclivity of a smoking   article without affecting   smoking characteristics   SWM Luxembourg  EP0870437 European Patent Office Smoking article wrapper   for controlling ignition   proclivity of a smoking   article without affecting   smoking characteristics    (Nationalize in AST, FRN,   GB, GER AND SPN)   SWM Luxembourg  2193428 Spain Smoking article wrapper   for controlling ignition   proclivity of a smoking   article without affecting   smoking characteristics   SWM Luxembourg  EP0870437 France Smoking article wrapper   for controlling ignition   proclivity of a smoking   article without affecting   smoking characteristics   SWM Luxembourg  EP0870437 United Kingdom Smoking article wrapper   for controlling ignition   proclivity of a smoking   article without affecting   smoking characteristics   SWM Luxembourg  3910716 Japan Smoking article wrapper   for controlling ignition   proclivity of a smoking   article without affecting   smoking characteristics     





 







27425929v4    SWM Luxembourg  PI9806628-5 Brazil Smoking article wrapper   for controlling ignition   proclivity of a smoking   article without affecting   smoking characteristics   SWM Luxembourg  206814 Mexico Smoking article wrapper   for controlling ignition   proclivity of a smoking   article without affecting   smoking characteristics   SWM Luxembourg 2,351,096 Canada Paper wrapper for   reduction of cigarette burn   rate   SWM Luxembourg E309.710 Austria Paper wrapper for   reduction of cigarette burn   rate   SWM Luxembourg PI0106822-9 Brazil Paper wrapper for   reduction of cigarette burn   rate   SWM Luxembourg 60114931.9 Germany Paper wrapper for   reduction of cigarette burn   rate   SWM Luxembourg EP1166656 European Patent Office Paper wrapper for   reduction of cigarette burn   rate   SWM Luxembourg 2253303 Spain Paper wrapper for   reduction of cigarette burn   rate   SWM Luxembourg EP1166656 Finland Paper wrapper for   reduction of cigarette burn   rate   SWM Luxembourg EP1166656 France Paper wrapper for   reduction of cigarette burn   rate   SWM Luxembourg EP1166656 Italy Paper wrapper for   reduction of cigarette burn   rate   SWM Luxembourg 225017 Mexico Paper wrapper for   reduction of cigarette burn   rate   SWM Luxembourg E490.697 Austria Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP1333729 Belgium Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same     





 







27425929v4    SWM Luxembourg 2,427,830 Canada Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 2,643,086 Canada Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 2,643,087 Canada Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 2,643,090 Canada Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP1333729 Switzerland Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same - at, be, ch, de, es,   fi, fr, gb, gr, it, nl, pt, tr   SWM Luxembourg 01818776.5 China Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 60143620.2 Germany Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP1333729 European Patent Office Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same - AT, BE, CH,   DE, ES, FI, FR, GB, GR,   IT, NL, PT, TR     





 







27425929v4    SWM Luxembourg EP2127543 European Patent Office Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg E-574625 Austria Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127543 Belgium Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127543 Switzerland Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 60147115.6 Germany Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 2393891 Spain Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127543 Finland Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127543 France Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127543 United Kingdom Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same     





 







27425929v4    SWM Luxembourg 20120402877 Greece Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127543 Italy Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127543 Netherlands Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127543 Portugal Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127543 Turkey Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127545 European Patent Office Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg E-563659 Austria Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127545 Belgium Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127545 Switzerland Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same     





 







27425929v4    SWM Luxembourg 60146787.6 Germany Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127545 Spain Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127545 Finland Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127545 France Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127545 United Kingdom Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 20120402168 Greece Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 71951BE/2012 Italy Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127545 Netherlands Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127545 Portugal Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same     





 







27425929v4    SWM Luxembourg EP2127545 Turkey Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127544 European Patent Office Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg E-563658 Austria Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127544 Belgium Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127544 Switzerland Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 60146786.8 Germany Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 2388776 Spain Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127544 Finland Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127544 France Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same     





 







27425929v4    SWM Luxembourg EP2127544 United Kingdom Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 20120402166 Greece Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 71952BE/2012 Italy Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127544 Netherlands Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127544 Portugal Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP2127544 Turkey Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 2356358 Spain Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP1333729 Finland Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP1333729 France Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same     





 







27425929v4    SWM Luxembourg EP1333729 United Kingdom Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 3074423 Greece Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 211777 India Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 253239 India Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 67800 BE/2011 Italy Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 3958685 Japan Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 279418 Mexico Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP1333729 Netherlands Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg EP1333729 Portugal Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same     





 







27425929v4    SWM Luxembourg EP1333729 Turkey Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same - AT, BE, CH,   DE, ES, FI, FR, GB, GR,   IT, NL, PT, TR   SWM Luxembourg 2,464,421 Canada Cigarette paper with   reduced carbon monoxide   delivery   SWM Luxembourg 4863603 Japan Cigarette paper with   reduced carbon monoxide   delivery   SWM Luxembourg 281946 Mexico Cigarette paper with   reduced carbon monoxide   delivery   SWM Luxembourg E424122 Austria Smoking articles with   reduced ignition proclivity   characteristics - AT, BE,   BG, CH, CZ, DE, ES, FI,   FR, GB, GR, HU, IT, NL,   PT, TR   SWM Luxembourg 2003207620 Australia Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 Belgium Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 Bulgaria Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 2,467,767 Canada Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 Switzerland Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 03802006.8 China Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 Czech Republic Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 60326435.2 Germany Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 European Patent Office Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 2321597 Spain Smoking articles with   reduced ignition proclivity   characteristics     





 







27425929v4    SWM Luxembourg EP1482815 Finland Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 France Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 United Kingdom Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 Greece Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 Hungary Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg ID0021335 Indonesia Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 69299BE/2009 Italy Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 4672261 Japan Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 5214702 Japan Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 10-0904826 Republic of Korea Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 259253 Mexico Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 314398 Mexico Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 Netherlands Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 532956 New Zealand Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 1-2004-501129 Philippines Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 Portugal Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg 2313264 Russian Federation Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg EP1482815 Turkey Smoking articles with   reduced ignition proclivity   characteristics     





 







27425929v4    SWM Luxembourg 200610059510.1 China Process for producing   smoking articles with   reduced ignition proclivity   characteristics and   products made according   to same   SWM Luxembourg 1-2006-501890 Philippines Smoking articles with   reduced ignition proclivity   characteristics   SWM Luxembourg E-621614 Austria Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 2008218307 Australia Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 2,677,708 Canada Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 200880005814.7 China Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg CZ/EP 2134199 Czech Republic Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 602008026062.3 Germany Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2134199 European Patent Office AT, CZ, DE, ES, FI, FR,   TR/HCK - wrappers for   smoking articles having   reduced diffusion leading   to reduced ignition   proclivity characteristics   SWM Luxembourg EP2158817 European Patent Office Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg E-586775 Austria Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics     





 







27425929v4    SWM Luxembourg EP2158817 Belgium Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2158817 Bulgaria Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2158817 Switzerland Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg CZ/EP 2158817 T3 Czech Republic Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2158817 Germany Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg ES2399169T3 Spain Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2158817 Finland Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2158817 France Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2158817 United Kingdom Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 20130400483 Greece Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg P20130147 Croatia Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics     





 







27425929v4    SWM Luxembourg E017628 Hungary Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 67632BE/2013 Italy Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2158817 Lithuania Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2158817 Netherlands Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2158817 Poland Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2158817 Portugal Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2158817 Romania Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg TR2013/01023T4 Turkey Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2134199 Spain Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2134199 Finland Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg EP2134199 France Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics     





 







27425929v4    SWM Luxembourg IDP000034524 Indonesia Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 10-1482806 Republic of Korea Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 296153 Mexico Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 1-2009-501509 Philippines Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg TR201311549T4 Turkey Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 105353 Ukraine Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 2009/05444 South Africa Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition proclivity   characteristics   SWM Luxembourg 2008272833 Australia Smoking articles having   reduced ignition proclivity   characteristics   SWM Luxembourg 2013200653 Australia Smoking articles having   reduced ignition proclivity   characteristics   SWM Luxembourg 200880023375.2 China Smoking articles having   reduced ignition proclivity   characteristics   SWM Luxembourg 324030 Mexico Smoking articles having   reduced ignition proclivity   characteristics   SWM Luxembourg 148410 Russian Federation Smoking articles having   reduced ignition proclivity   characteristics   SWM Luxembourg 102374 Ukraine Smoking articles having   reduced ignition proclivity   characteristics     





 







27425929v4    SWM Luxembourg 107736 Ukraine Smoking articles having   reduced ignition proclivity   characteristics   SWM Luxembourg 2009/07969 South Africa Smoking articles having   reduced ignition proclivity   characteristics   SWM Luxembourg 2009215726 Australia Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 321829 Mexico Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 1-2010-501857 Philippines Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 2503383 Russian Federation Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 103019 Ukraine Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 2010/05832 South Africa Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 2966700 France Method for producing   articles of plant origin   impregnated with a liquid   plant substance         Patents (Applications)      OWNER APPLICATION    NUMBER   COUNTRY/STATE DESCRIPTION   SWM Luxembourg PI0115333-1 Brazil Process for producing   smoking articles with   reduced ignition   proclivity characteristics   and products made   according to same   SWM Luxembourg PI0307111-1 Brazil Smoking articles with   reduced ignition   proclivity characteristics   SWM Luxembourg N/A Canada Smoking articles with   reduced ignition   proclivity characteristics     





 







27425929v4    SWM Luxembourg 07777353.9 European Patent Office Benefits of adding citrate   or other burn additives to   alginate during printing of   brands on cigarette paper   SWM Luxembourg PI0807557-3 Brazil Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition   proclivity characteristics   SWM Luxembourg 12167125.9 European Patent Office Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition   proclivity characteristics   SWM Luxembourg 2009-551002 Japan Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition   proclivity characteristics   SWM Luxembourg 2009135276 Russian Federation Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition   proclivity characteristics   SWM Luxembourg 1-2009-01731 Vietnam Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition   proclivity characteristics   SWM Luxembourg PI0812819-7 Brazil Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg 2,688,276 Canada Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg N/A Canada Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg 201210380803.5 China Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg 08781342.4 European Patent Office Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg W-00200903647 Indonesia Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg W-00201202695 Indonesia Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg 2010-515271 Japan Smoking articles having   reduced ignition   proclivity characteristics     





 







27425929v4    SWM Luxembourg 2013-249558 Japan Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg 2009-7025934 Republic of Korea Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg 1-2009-502481 Philippines Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg 2009147306 Russian Federation Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg 2014106600 Russian Federation Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg 1-2009-02736 Vietnam Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg 1-2012-03113 Vietnam Smoking articles having   reduced ignition   proclivity characteristics   SWM Luxembourg PI0905963-6 Brazil Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 2,715,495 Canada Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 200980110275.8 China Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 09712765.8 European Patent Office Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg W-00201002829 Indonesia Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 5165/CHENP/2010 India Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 2010-547679 Japan Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 2010-7018264 Republic of Korea Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article     





 







27425929v4    SWM Luxembourg N/A Republic of Korea Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 1-2010-02385 Vietnam Treated aeas on a wrapper   for reducing the ignition   proclivity characteristics   of a smoking article   SWM Luxembourg 2011322393 Australia Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg BR1120130105135 Brazil Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 2,814,816 Canada Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 201180052379.5 China Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 13-116989 Colombia Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg PCT/NA2013/000714 Egypt Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 11832116.5 European Patent Office Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg W-00201301730 Indonesia Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 225993 Israel Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 1189/KOLNP/2013 India Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 2013-535486 Japan Method for producing   articles of plant origin   impregnated with a liquid   plant substance     





 







27425929v4    SWM Luxembourg KE/P/2013/001806 Kenya Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 2013-7013686 Republic of Korea Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg MX/a/2013/004339 Mexico Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg PI2013001348 Malaysia Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 610003 New Zealand Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 1-2013-500815 Philippines Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 2013124366 Russian Federation Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 1301002250 Thailand Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg a201306660 Ukraine Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 1-2013-01625 Vietnam Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 2013/03122 South Africa Method for producing   articles of plant origin   impregnated with a liquid   plant substance   SWM Luxembourg 2013329037 Australia Wrapper having reduced   ignition proclivity   characteristics   SWM Luxembourg 2,887,696 Canada Wrapper having reduced   ignition proclivity   characteristics   SWM Luxembourg N/A China Wrapper having reduced   ignition proclivity   characteristics     





 







27425929v4    SWM Luxembourg 13785996.3 European Patent Office Wrapper having reduced   ignition proclivity   characteristics   SWM Luxembourg N/A Japan Wrapper having reduced   ignition proclivity   characteristics   SWM Luxembourg 2015-7011999 Republic of Korea Wrapper having reduced   ignition proclivity   characteristics   SWM Luxembourg 2013147018 Russian Federation Wrappers for smoking   articles having reduced   diffusion leading to   reduced ignition   proclivity characteristics   SWM Luxembourg PCT/US2014/069439 PCT Wrappers for smoking   articles   SWM Luxembourg PCT/US2014/018870 PCT Composition for making a   tea beverage or herbal and   vegetable broths   SWM Luxembourg 14182429.2 European Patent Office Method for making   reconstituted plant   material using extrusion   or molding processes and   products so obtained           





 







27425929v4    Schedule 5.12: Post Closing Matters      Post Closing Deliverable Deadline to Deliver   Insurance endorsements meeting the requirements set forth in Section 5.05 of the Credit Agreement November 12, 2015   Control Agreements as required pursuant to Section 3.5 of the Security Agreement December 12, 2015   Amendment to Bylaws of DelStar Holding Corp. and DelStar, Inc., in form and substance satisfactory   to the Administrative Agent    December 12, 2015               Delivery to the Administrative Agent of certificates (and stock powers executed in blank) of shares of   entities that either: (i) were previously issued for which an original stock certificate is missing, or (ii)   were required by the terms of their charter or organizational documents to have issued stock certificates   but have not done so, in each case only for such entities listed on Schedule 7 of the Perfection   Certificate that are pledging equity interests to Administrative Agent.   In the case of equity   interests for entities   organized in the United   States, December 31, 2015,   or such later date as   Administrative Agent may   reasonably agree; and      In the case of equity   interests for entities   organized under the laws of   a foreign jurisdiction,   January 31, 2016, or such   later date as Administrative   Agent may reasonably agree   Delivery to the Administrative Agent of a recorded USPTO termination terminating the security   interest of RBS Citizens, N.A. in certain trademarks owned by DelStar Technologies, Inc., in form and   substance satisfactory to Administrative Agent   December 12, 2015              





 







27425929v4    Schedule 6.02: Existing Liens      DEBTOR:  SCHWEITZER-MAUDUIT INTERNATIONAL, INC.      Jurisdiction      Secured Party   Filing   Number   Filing Date    Collateral   Delaware   Secretary of   State   Safeco Credit Co. Inc.   dba SAFELINE   Leasing   6035355 7 1/23/06      (continued 12/2/10)   In lieu of continuation financing statements:      Barrow County, GA - #007-2001-001055 recorded 2/26/01 –   Collateral: lease transaction – Equipment – Hyster lift   truck/Cascade roll clamp      MA SOS - #200100193110 recorded 2/26/01 – Collateral:   lease transaction – Equipment – Hyster lift truck/Cascade roll   clamp      Delaware   Secretary of   State   U.S. Bancorp   Business Equipment   Finance Group   2010 4189332 11/30/10 Equipment   Delaware   Secretary of   State   NMHG Financial   Services, Inc.   2012 1037359 3/19/12 Leased equipment including all proceeds and insurance   proceeds thereof   Delaware   Secretary of   State   Deere Credit, Inc. 2012 2893206 7/27/12 Leased equipment including all attachments, accessories,   components, repairs and improvements; all accounts, general   intangibles, contract rights and chattel paper relating thereto;   all proceeds, including insurance, sale, lease and rental   proceeds, and proceeds of proceeds   Delaware   Secretary of   State   Coactiv Capital   Partners, Inc.   2012 4235554 11/2/12 Equipment: Sharp copiers; Kyocera printers including all   attachments and accessories   Delaware   Secretary of   State   CSI Leasing, Inc. 2013 1649392 4/30/13 Equipment leased pursuant to Equipment Schedule No. 3 to   Master Lease 248836; all repairs, accessions, accessories and   replacements (amended 11/20/13 to add serial numbers and   specify collateral: Leibert UPS System 387639)     





 







27425929v4       Jurisdiction      Secured Party   Filing   Number   Filing Date    Collateral   Delaware   Secretary of   State   General Electric   Capital Corporation   2014 4489787 11/6/14 Leased equipment including replacements, exchanges and   substitutions therefor; attachments, accessories, accessions   and additions thereto, insurance, lease, sublease and other   proceeds thereof      DEBTOR:  DELSTAR TECHNOLOGIES, INC.       Jurisdiction      Secured Party   Filing   Number   Filing Date    Collateral   Delaware   Secretary of   State   Applied Industrial   Technologies-TX LP   2007 0660893 2/21/07   (continued on   2/21/12)   PMSI in all acquired equipment consigned or shipped   pursuant to that certain Consignment Agreement   (amended 2/21/12 to change name of secured party to   Applied Industrial Technologies, Inc.)   Delaware   Secretary of   State   U.S. Bancorp   Business Equipment   Finance Group   2011 0081516 1/7/11 Equipment: Floor finishers   Delaware   Secretary of   State   Advantage Group 2013 2570118 6/25/13 All equipment and personal property including furniture,   fixtures and equipment subject to that certain Agreement   Number LA#183019-002 dated 6/18/13 and subject to any   and all existing and future schedules entered into pursuant to   and incorporating said agreement   Delaware   Secretary of   State   Wells Fargo Bank,   N.A.   2014 0223743 1/17/14 Equipment  - 2013 Crown Forklifts with batteries and   chargers and all equipment parts, accessories, substitutions,   additions, accessions and replacements, installed in, affixed   to, or used in conjunction therewith and the proceeds thereof   together with all installment payments, insurance proceeds,   other proceeds and payments due arising from or relating to   said equipment   Delaware   Secretary of   State   Wells Fargo Bank,   N.A.   2014 0223750 1/17/14 Equipment  - 2013 Crown Forklifts with batteries and   chargers and all equipment parts, accessories, substitutions,   additions, accessions and replacements, installed in, affixed   to, or used in conjunction therewith and the proceeds thereof     





 







27425929v4       Jurisdiction      Secured Party   Filing   Number   Filing Date    Collateral   together with all installment payments, insurance proceeds,   other proceeds and payments due arising from or relating to   said equipment   Delaware   Secretary of   State   Wells Fargo Bank,   N.A.   2014 2965259 7/25/14 Equipment – Factory Cat Floor Scrubber and all equipment   parts, accessories, substitutions, additions, accessions and   replacements thereto and the proceeds together with all   installment payments, insurance proceeds and other proceeds   and payment due and to become due relating to the   equipment   Delaware   Secretary of   State   U.S. Bank Equipment   Finance   2015 0549658 2/9/15 Equipment – copiers together with all replacements, parts,   repairs, additions, accessions and accessories and all   proceeds of the foregoing including insurance recoveries           





 







27425929v4    Schedule 6.08: Existing Restrictions         1. Pursuant to a Supply Agreement between Schweitzer-Mauduit International, Inc. and Phillip   Morris USA, SWMI is prohibited from causing any lien to exist upon inventory located at its   Spotswood, New Jersey mill.  SWM is required to represent and warrant that all products to be   delivered to Philip Morris USA pursuant to such contract is free and clear from encumbrances.    Additionally, some of the finished product at such location is warehoused by SWM but is the   property of Phillip Morris USA.      2. The Lease Agreement dated July 21, 2015 between Willow Hill Road Solar, LLC and   Schweitzer-Mauduit International, Inc. contemplates that Willow Hill Road Solar will construct,   own and operate a solar power plant on real property owned by SWM, and prohibits SWM from   causing any lien to exist upon the solar power plant.       3. There are multiple agreements with various customers concerning reconstituted tobacco   pursuant to which these customers supply Schweitzer-Mauduit International, Inc. with tobacco   feedstock for processing, and retain title to the tobacco feedstock while it is in Schweitzer-   Mauduit International, Inc.’s possession.       





 







   DMSLIBRARY01:27285342.4   EXHIBIT A   FORM OF ASSIGNMENT AND ASSUMPTION   This Assignment and Assumption (the "Assignment and Assumption") 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 amended,   supplemented or otherwise modified 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 and Assumption 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 any letters of credit, guarantees, and swingline loans 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 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 and Assumption,   without representation or warranty by the Assignor.   1. Assignor:  ______________________________   2. Assignee:  ______________________________       [and is an Affiliate/Approved Fund of [identify Lender]1 ]   3.         Borrower(s): SCHWEITZER-MAUDUIT INTERNATIONAL, INC., a Delaware   corporation, SWM HOLDCO 1, a Luxembourg private limited liability   company (société à responsabilité limitée) and SWM LUXEMBOURG,   a Luxembourg private limited liability company (société à responsabilité   limitée)   4. Administrative Agent: JPMORGAN CHASE BANK, N.A., as the administrative agent under        the Credit Agreement   5.   Credit Agreement: Second Amended and Restated Credit Agreement, dated as of October   28, 2015, by and among SCHWEITZER-MAUDUIT                                                      1 Select as applicable.     





 







   DMSLIBRARY01:27285342.4   INTERNATIONAL, INC., a Delaware corporation (“Parent” or “U.S.   Borrower”), SWM HOLDCO 1, a Luxembourg private limited liability   company (société à responsabilité limitée), having its registered office at   17, rue Edmond Reuter, L-5326 Contern, Grand-Duchy of Luxembourg,   registered with the Luxembourg Register of Commerce and Companies   (Registre de Commerce et des Sociétés, Luxembourg) under number B   182.478 and with a share capital of EUR 9,416,950 (“SWM HOLDCO   1”), SWM LUXEMBOURG, a Luxembourg private limited liability   company (société à responsabilité limitée), having its registered office at   17, rue Edmond Reuter, L-5326 Contern, Grand-Duchy of Luxembourg,   registered with the Luxembourg Register of Commerce and Companies   (Registre de Commerce et des Sociétés, Luxembourg) under number B   180.186 and with a share capital of EUR 10,691,750 (“SWM   Luxembourg” and, together with U.S. Borrower and SWM Holdco 1, the   “Borrowers” and, individually, each a “Borrower”), the Lenders from   time to time a party thereto, JPMORGAN CHASE BANK, N.A., as   Administrative Agent, and the other agents party thereto.   6. Assigned Interest:   Facility Assigned2   Aggregate Amount of   Commitment/Loans for   all Lenders   Amount of   Commitment/Loans   Assigned   Percentage Assigned of   Commitment/Loans3    $ $ %    $ $ %    $ $ %      Effective Date:  _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT   AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE   REGISTER THEREFOR.]   The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in   which the Assignee designates one or more credit contacts to whom all syndicate-level information    (which may contain material non-public information about the Borrowers, the Loan Parties and their   Related Parties or their respective securities) will be made available and who may receive such   information in accordance with the Assignee's compliance procedures and applicable laws, including   federal and state securities laws.   The terms set forth in this Assignment and Assumption are hereby agreed to:   ASSIGNOR   [NAME OF ASSIGNOR]      By:     Title:                                                      2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being   assigned under this Assignment (e.g., "Revolving Commitment," "Term Loan A-1," "Term Loan A-2," etc.)    3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.     





 







   DMSLIBRARY01:27285342.4         ASSIGNEE   [NAME OF ASSIGNEE]      By:     Title:            [Consented to and]4  Accepted:   JPMORGAN CHASE BANK, N.A., as   Administrative Agent      By_________________________________    Title:      [Consented to:]5   [NAME OF RELEVANT PARTY]      By________________________________   Title:                                                      4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit   Agreement.   5 To be added only if the consent of the Borrowers and/or other parties (e.g. Swingline Lenders, Issuing   Bank) is required by the terms of the Credit Agreement.     





 







   DMSLIBRARY01:27285342.4   ANNEX 1   SECOND AMENDED AND RESTATED CREDIT AGREEMENT   SCHWEITZER-MAUDUIT INTERNATIONAL, INC.   STANDARD TERMS AND CONDITIONS FOR   ASSIGNMENT AND ASSUMPTION   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 and (iii) it has full power and authority, and has taken all action necessary, to execute   and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby;   and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in   or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability,   genuineness, sufficiency or value of the Credit Agreement or any collateral thereunder, (iii) the financial   condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect   of the Credit Agreement or (iv) the performance or observance by the Borrowers, any of their   Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit   Agreement.   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 Assumption and to   consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,   (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied   by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective   Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the   extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a   copy of the Credit Agreement, together with copies of the most recent financial statements delivered   pursuant to Section 5.01 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   Assumption 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, and (v)   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 Credit Agreement, and (ii) it will   perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement   are required to be performed by it as a Lender.   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.   3.  General Provisions. This Assignment and Assumption shall be binding upon, and inure to the   benefit of, the parties hereto and their respective successors and assigns.  This Assignment and   Assumption may be executed in any number of counterparts, which together shall constitute one   instrument.  Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee     





 







2   DMSLIBRARY01:27285342.4   and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of   this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually   executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be   governed by, and construed in accordance with, the laws of the State of New York.    





 







   DMSLIBRARY01:27285342.4   EXHIBIT B   [RESERVED]           





 







   DMSLIBRARY01:27285342.4   EXHIBIT C   FORM OF COMPLIANCE CERTIFICATE   To: The Lenders Parties to the   Credit Agreement Described Below   This Compliance Certificate (this “Certificate”) is furnished pursuant to that certain Second   Amended and Restated Credit Agreement, dated as of October 28, 2015 (as amended, restated,   supplemented, modified, renewed or extended from time to time, the “Agreement”) by and among   SCHWEITZER-MAUDUIT INTERNATIONAL, INC., a Delaware corporation (“Parent” or “U.S.   Borrower”), SWM HOLDCO 1, a Luxembourg private limited liability company (société à   responsabilité limitée), having its registered office at 17, rue Edmond Reuter, L-5326 Contern, Grand-   Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies   (Registre de Commerce et des Sociétés, Luxembourg) under number B 182.478 and with a share   capital of EUR 9,416,950 (“SWM HOLDCO 1”), SWM LUXEMBOURG, a Luxembourg private   limited liability company (société à responsabilité limitée), having its registered office at 17, rue   Edmond Reuter, L-5326 Contern, Grand-Duchy of Luxembourg, registered with the Luxembourg   Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under   number B 180.186 and with a share capital of EUR 10,691,750 (“SWM Luxembourg” and, together   with U.S. Borrower and SWM Holdco 1, the “Borrowers” and, individually, each a “Borrower”), the   Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and the   other agents party thereto. Unless otherwise defined herein, capitalized terms used in this Certificate   have the meanings ascribed thereto in the Agreement.   THE UNDERSIGNED HEREBY CERTIFIES THAT:   1. I am the duly elected     of Parent;   2. I have reviewed the terms of the Agreement and I have made, or have caused to be made   under my supervision, a detailed review of the transactions and conditions of Parent and its Subsidiaries   during the accounting period covered by the attached financial statements [for quarterly financial   statements add: and such financial statements present fairly in all material respects the financial   condition and results of operations of Parent and its consolidated Subsidiaries on a consolidated and   consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit   adjustments and the absence of footnotes];   3. The examinations described in paragraph 2 above did not disclose, except as set forth   below, and I have no knowledge of, (i) the existence of any condition or event which constitutes a Default   during or at the end of the accounting period covered by the attached financial statements or as of the date   of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date   of the audited financial statements referred to in Section 3.04 of the Agreement;   4. Schedule I attached hereto sets forth financial data and computations evidencing the   Borrowers’ compliance with Section 6.10 of the Agreement, all of which data and computations are true,   complete and correct;   5. Schedule II hereto sets forth the computations necessary to determine the Applicable Rate   commencing on the Business Day this Certificate is delivered; and   6. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the (i)   nature of the condition or event, the period during which it has existed and the action which the     





 







   DMSLIBRARY01:27285342.4   Borrowers have taken, are taking, or propose to take with respect to each such condition or event or (ii)   the change in GAAP or the application thereof and the effect of such change on the attached financial   statements:                                              [Signature page follows immediately.]     





 







   DMSLIBRARY01:27285342.4   The foregoing certifications, together with the computations set forth in Schedule I and   Schedule II hereto and the financial statements delivered with this Certificate in support hereof, are   made and delivered this ____ day of ___________, _____.   By:         Name:         Title:          





 







   DMSLIBRARY01:27285342.4   SCHEDULE I   Compliance as of _______, ___ with   Provisions of 6.10 of   the Agreement        





 







   DMSLIBRARY01:27285342.4   SCHEDULE II      Applicable Rate     





 







   DMSLIBRARY01:27285342.4   EXHIBIT D-1   [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 Second Amended and Restated Credit Agreement, dated as of   October 28, 2015 (as amended, supplemented or otherwise modified from time to time, the "Credit   Agreement”), by and among SCHWEITZER-MAUDUIT INTERNATIONAL, INC., a Delaware   corporation (“Parent” or “U.S. Borrower”), SWM HOLDCO 1, a Luxembourg private limited liability   company (société à responsabilité limitée), having its registered office at 17, rue Edmond Reuter, L-   5326 Contern, Grand-Duchy of Luxembourg, registered with the Luxembourg Register of Commerce   and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 182.478 and   with a share capital of EUR 9,416,950 (“SWM HOLDCO 1”), SWM LUXEMBOURG, a Luxembourg   private limited liability company (société à responsabilité limitée), having its registered office at 17,   rue Edmond Reuter, L-5326 Contern, Grand-Duchy of Luxembourg, registered with the Luxembourg   Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under   number B 180.186 and with a share capital of EUR 10,691,750 (“SWM Luxembourg” and, together   with U.S. Borrower and SWM Holdco 1, the “Borrowers” and, individually, each a “Borrower”), the   Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and the   other agents party thereto.    Pursuant to the provisions of Section 2.17 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 any of the Borrowers within   the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related   to any of the Borrowers as described in Section 881(c)(3)(C) of the Code.   The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of   its non-U.S. Person status on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees   that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform   the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the   Borrowers 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[  ]     





 







   DMSLIBRARY01:27285342.4   EXHIBIT D-2   [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 Second Amended and Restated Credit Agreement, dated as of   October 28, 2015 (as amended, supplemented or otherwise modified from time to time, the "Credit   Agreement”), by and among SCHWEITZER-MAUDUIT INTERNATIONAL, INC., a Delaware   corporation (“Parent” or “U.S. Borrower”), SWM HOLDCO 1, a Luxembourg private limited liability   company (société à responsabilité limitée), having its registered office at 17, rue Edmond Reuter, L-   5326 Contern, Grand-Duchy of Luxembourg, registered with the Luxembourg Register of Commerce   and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 182.478 and   with a share capital of EUR 9,416,950 (“SWM HOLDCO 1”), SWM LUXEMBOURG, a Luxembourg   private limited liability company (société à responsabilité limitée), having its registered office at 17,   rue Edmond Reuter, L-5326 Contern, Grand-Duchy of Luxembourg, registered with the Luxembourg   Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under   number B 180.186 and with a share capital of EUR 10,691,750 (“SWM Luxembourg” and, together   with U.S. Borrower and SWM Holdco 1, the “Borrowers” and, individually, each a “Borrower”), the   Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and the   other agents party thereto.     Pursuant to the provisions of Section 2.17 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 any of the Borrowers within the meaning of Section 871(h)(3)(B) of   the Code, and (iv) it is not a controlled foreign corporation related to any of the Borrowers 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.  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[  ]        





 







   DMSLIBRARY01:27285342.4   EXHIBIT D-3    [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 Second Amended and Restated Credit Agreement, dated as of   October 28, 2015 (as amended, supplemented or otherwise modified from time to time, the "Credit   Agreement”), by and among SCHWEITZER-MAUDUIT INTERNATIONAL, INC., a Delaware   corporation (“Parent” or “U.S. Borrower”), SWM HOLDCO 1, a Luxembourg private limited liability   company (société à responsabilité limitée), having its registered office at 17, rue Edmond Reuter, L-   5326 Contern, Grand-Duchy of Luxembourg, registered with the Luxembourg Register of Commerce   and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 182.478 and   with a share capital of EUR 9,416,950 (“SWM HOLDCO 1”), SWM LUXEMBOURG, a Luxembourg   private limited liability company (société à responsabilité limitée), having its registered office at 17,   rue Edmond Reuter, L-5326 Contern, Grand-Duchy of Luxembourg, registered with the Luxembourg   Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under   number B 180.186 and with a share capital of EUR 10,691,750 (“SWM Luxembourg” and, together   with U.S. Borrower and SWM Holdco 1, the “Borrowers” and, individually, each a “Borrower”), the   Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and the   other agents party thereto.     Pursuant to the provisions of Section 2.17 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 any of the Borrowers 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 any of the Borrowers 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-   8BEN 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.           





 







   DMSLIBRARY01:27285342.4   [NAME OF PARTICIPANT]   By:    Name:      Title:     Date: ________ __, 20[  ]     





 







   DMSLIBRARY01:27285342.4   EXHIBIT C-4    [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 Second Amended and Restated Credit Agreement, dated as of   October 28, 2015 (as amended, supplemented or otherwise modified from time to time, the "Credit   Agreement”), by and among SCHWEITZER-MAUDUIT INTERNATIONAL, INC., a Delaware   corporation (“Parent” or “U.S. Borrower”), SWM HOLDCO 1, a Luxembourg private limited liability   company (société à responsabilité limitée), having its registered office at 17, rue Edmond Reuter, L-   5326 Contern, Grand-Duchy of Luxembourg, registered with the Luxembourg Register of Commerce   and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 182.478 and   with a share capital of EUR 9,416,950 (“SWM HOLDCO 1”), SWM LUXEMBOURG, a Luxembourg   private limited liability company (société à responsabilité limitée), having its registered office at 17,   rue Edmond Reuter, L-5326 Contern, Grand-Duchy of Luxembourg, registered with the Luxembourg   Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under   number B 180.186 and with a share capital of EUR 10,691,750 (“SWM Luxembourg” and, together   with U.S. Borrower and SWM Holdco 1, the “Borrowers” and, individually, each a “Borrower”), the   Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and the   other agents party thereto.     Pursuant to the provisions of Section 2.17 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 any of the Borrowers 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 any of the Borrowers as   described in Section 881(c)(3)(C) of the Code.   The undersigned has furnished the Administrative Agent and the Borrowers 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 (ii) an IRS Form W-8IMY accompanied by an   IRS Form W-8BEN 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 any of the Borrowers and   the Administrative Agent, and (2) the undersigned shall have at all times furnished any of the Borrowers   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.        





 







      DMSLIBRARY01:27285342.4   [NAME OF LENDER]   By:    Name:      Title:     Date: ________ __, 20[  ]