Exhibit 10.1


 





CREDIT AGREEMENT


 


 


 


Dated as of April 27, 2018 


 


by and among 


 


WESTROCK COMPANY,

as Parent, 


 


WRK LUXEMBOURG S.À R.L.,


WRK INTERNATIONAL HOLDINGS S.À
R.L.,


MULTI PACKAGING SOLUTIONS LIMITED,


WESTROCK PACKAGING SYSTEMS GERMANY
GMBH and

CERTAIN ADDITIONAL SUBSIDIARIES OF HOLDCO

FROM TIME TO TIME PARTY HERETO,

as Borrowers, 


 


THE LENDERS PARTY HERETO, 


 


and 


 


COÖPERATIEVE RABOBANK U.A.,
NEW YORK BRANCH,

as Administrative Agent 


 


______________________________________________________________________ 


 


COÖPERATIEVE RABOBANK U.A.,
NEW YORK BRANCH,

as Joint Lead Arranger and Sole Bookrunner 


 


SUMITOMO MITSUI BANKING CORPORATION,

TD BANK, N.A.,


COMMERZBANK AG, NEW YORK BRANCH,

and

ING BANK N.V., DUBLIN BRANCH,

as Joint Lead Arrangers and Co-Syndication Agents


 


 



     


     


    









Table
of Contents


 







	 	Page


	 	 
	CREDIT AGREEMENT	1
	1	DEFINITIONS	1
	1.1	Defined Terms	1
	1.2	Classification of Loans and Borrowings	30
	1.3	Interpretation	30
	1.4	Rounding	30
	1.5	Currency Equivalents	31
	1.6	Accounting Terms; GAAP	31
	1.7	Luxembourg Terms	32
	1.8	Financial Statements	32
	2	THE CREDITS	32
	2.1	The Commitments	32
	2.2	Loans and Borrowings.	32
	2.3	Requests for Borrowings	33
	2.4	Designation of Additional Borrowers	34
	2.5	[Reserved].	34
	2.6	Funding of Borrowings.	34
	2.7	Interest Elections.	35
	2.8	Termination and Reduction of the Commitments	37
	2.9	Repayment of Loans; Evidence of Debt.	37
	2.10	Prepayment of Loans.	38
	2.11	Fees.	39
	2.12	Interest.	39
	2.13	Alternate Rate of Interest; Illegality.	40
	2.14	Increased Costs.	42
	2.15	Compensation for Losses	43
	2.16	Taxes.	43
	2.17	Payments Generally; Pro Rata Treatment; Sharing of Set-offs.	48
	2.18	Mitigation Obligations; Replacement of Lenders.	51
	2.19	Increases of the Commitments; Adjustments to Commitments.	52
	2.20	[Reserved].	53
	2.21	Defaulting Lenders.	53
	3	REPRESENTATIONS AND WARRANTIES	55
	3.1	Corporate Existence; Compliance with Law	55
	3.2	Corporate Power; Authorization	55
	3.3	Enforceable Obligations	55
	3.4	No Legal Bar	55
	3.5	No Material Litigation	55
	3.6	Investment Company Act	56
	3.7	Margin Regulations	56
	3.8	Compliance with Environmental Laws	56
	3.9	[Reserved]	56
	3.10	Financial Statements, Fiscal Year and Fiscal Quarters	56
	3.11	ERISA.	57



 



     


     


    

Table
of Contents


(continued)


 


	 	Page


	 	 	 
	3.12	Accuracy and Completeness of Information	57
	3.13	Sanctions/Anti-Corruption Representations.	58
	3.14	Use of Proceeds	58
	3.15	Representations as to Foreign Obligors.	58
	4	CONDITIONS PRECEDENT	59
	4.1	Effective Date	59
	4.2	Each Credit Event	61
	5	AFFIRMATIVE COVENANTS	61
	5.1	Corporate Existence, Etc	61
	5.2	Compliance with Laws, Etc	62
	5.3	Payment of Taxes and Claims	62
	5.4	Keeping of Books	62
	5.5	Visitation, Inspection, Etc	62
	5.6	Insurance; Maintenance of Properties and Licenses	62
	5.7	Financial Reports; Other Notices	63
	5.8	Notices Under Certain Other Indebtedness.	65
	5.9	Notice of Litigation	65
	5.10	Combination Agreement; Joinder of New Holdco	65
	5.11	Use of Proceeds	66
	6	NEGATIVE COVENANTS	66
	6.1	Financial Requirements	66
	6.2	Liens	66
	6.3	Subsidiary Indebtedness	68
	6.4	Merger and Sale of Assets	70
	6.5	Use of Proceeds	71
	7	EVENTS OF DEFAULT.	71
	7.1	Event of Default.	71
	7.2	Acceleration; Remedies	74
	7.3	Application of Payment	75
	8	ADMINISTRATIVE AGENT	75
	8.1	Authorization and Action.	75
	8.2	Administrative Agent and its Affiliates.	76
	8.3	Duties	77
	8.4	Administrative Agent’s Reliance, Etc.	78
	8.5	Sub-Agents	80
	8.6	Resignation.	80
	8.7	Lender Credit Decision	81
	8.8	Other Agent Titles	81
	8.9	Agent May File Proofs of Claim; Bankruptcy Events	82
	9	MISCELLANEOUS	82
	9.1	Notices.	82
	9.2	Waivers; Amendments.	84
	9.3	Expenses; Indemnity; Damage Waiver.	86
	9.4	Successors and Assigns.	87



 



    	 	iii	 



     


    

Table
of Contents


(continued)


 




	 	Page


	 	 	 
	9.5	Survival.	91
	9.6	Counterparts; Integration; Effectiveness	91
	9.7	Severability	92
	9.8	Right of Set-off	92
	9.9	Governing Law; Jurisdiction; Etc.	92
	9.10	WAIVER OF JURY TRIAL	94
	9.11	Treatment of Certain Information; Confidentiality.	94
	9.12	Interest Rate Limitation	95
	9.13	USA Patriot Act	95
	9.14	Administrative Borrower	96
	9.15	Joint and Several Obligations	96
	9.16	Press Release and Related Matters	100
	9.17	No Duty	100
	9.18	No Fiduciary Relationship	100
	9.19	Construction; Independence of Covenants.	100
	9.20	Payments Set Aside	101
	9.21	Benefits of Agreement	101
	9.22	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	101
	9.23	Judgment Currency	101







 


 


 


LIST OF EXHIBITS


 


	EXHIBITS:
	Exhibit A	-	Assignment and Assumption
	Exhibit 2.3	-	Borrowing Request
	Exhibit 2.7	-	Interest Election Request
	Exhibit 2.16-1	-	U .S. Tax Compliance Certificate
	Exhibit 2.16-2	-	U .S. Tax Compliance Certificate
	Exhibit 2.16-3	-	U .S. Tax Compliance Certificate
	Exhibit 2.16-4	-	U .S. Tax Compliance Certificate
	Exhibit 2.19	-	Notice of Incremental Commitment
	Exhibit 5.7	-	Compliance Certificate
	 	 	 


 


 






    	 	iv	 



     


    

This CREDIT AGREEMENT
(this “Agreement”) dated as of April 27, 2018, is by and among WESTROCK COMPANY, a Delaware corporation
(“Parent”), WRK LUXEMBOURG S.À R.L., a private limited liability company (société
à responsabilité limitée) incorporated under the laws of Luxembourg (“WRK Luxembourg”),
WRK INTERNATIONAL HOLDINGS S.À R.L., a private limited liability company (société à responsabilité
limitée) incorporated under the laws of Luxembourg (“WRK International”), MULTI PACKAGING
SOLUTIONS LIMITED, a limited company incorporated under the laws of England and Wales (“Multi Packaging Solutions”),
WESTROCK PACKAGING SYSTEMS GERMANY GMBH, a private limited liability company (Gesellschaft mit beschränkter Haftung)
incorporated under the laws of Germany (“WestRock Packaging Systems” and, together with WRK Luxembourg,
WRK International, Multi Packaging Solutions and each Subsidiary of Holdco from time to time party hereto designated by Holdco
(as defined in Section 1.1) as an additional Borrower pursuant to Section 2.4, the “Borrowers”),
the LENDERS and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent.


 


WITNESSETH:


 


WHEREAS, Borrowers
have requested that the Lenders make available for the purposes specified in this Agreement a revolving credit facility; and


 


WHEREAS, the Lenders
are willing to make available to Borrowers such revolving credit facility upon the terms and subject to the conditions set forth
herein;


 


NOW, THEREFORE, in
consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:


 


1.                 
DEFINITIONS


 


1.1             
Defined Terms. As used in this Agreement (including the foregoing preamble and recitals), the following terms have the
meanings specified below:


 


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


 


“Activities”
has the meaning assigned to such term in Section 8.2(b).


 


“Additional
Lender” has the meaning set forth in Section 2.19.


 


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period and currency, an interest rate
per annum equal to (a) in the case of any Eurodollar Borrowing denominated in Dollars, (i) the LIBO Rate for such Interest Period
and currency, multiplied by (ii) the Statutory Reserve Rate and (b) in the case of any Eurodollar Borrowing denominated
in an Offshore Currency, the LIBO Rate for such Interest Period and such currency.


 


“Administrative
Agent” means Rabobank, in its capacity as administrative agent for the Lenders under the Loan Documents, and any
successor Administrative Agent appointed pursuant to Section 8.


 


“Administrative
Borrower” has the meaning assigned to such term in Section 9.14.


 


“Administrative
Questionnaire” means an administrative questionnaire delivered by each Lender in a form supplied by Administrative
Agent.


 



     


     


    




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


 


“Agent
Parties” means, collectively, Administrative Agent and its Related Parties.


 


“Agent’s
Group” has the meaning assigned to such term in Section 8.2(b).


 


“Agreement
Currency” has the meaning assigned to such term in Section 9.23.


 


“Anti-Corruption
Laws” means the laws, rules, and regulations of the jurisdictions applicable to any Obligor or its Subsidiaries from
time to time concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended,
and the United Kingdom Bribery Act 2010.


 


“Anti-Terrorism
Laws” means any laws, regulations, or orders of any Governmental Authority of the United States, the United Nations,
United Kingdom, Luxembourg, Germany, European Union or the Netherlands relating to terrorism financing or money laundering, including,
but not limited to, the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq.), the Trading With the Enemy
Act (50 U.S.C. § 5 et seq.), the International Security Development and Cooperation Act (22 U.S.C. § 2349aa-9 et seq.),
the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA Patriot Act”),
and any rules or regulations promulgated pursuant to or under the authority of any of the foregoing.


 


“Applicable
Foreign Obligor Documents” has the meaning assigned to such term in Section 3.15.


 


“Applicable
Margin” means, for any day, with respect to any Base Rate Loan or Eurodollar Loan, or with respect to the commitment
fees payable hereunder, as the case may be, the applicable margin per annum set forth below under the heading “Base Rate
Spread”, “Eurodollar Spread” or “Commitment Fee Rate”, respectively, which corresponds to the ratings
level (the “Ratings Level”) determined by reference to the Ratings on such date, subject to the terms
below:


 


	Level	Rating

(S&P / Moody’s)	Eurodollar 

Spread	Base Rate 

Spread	Commitment

Fee Rate
	1	BBB+ / Baa1

(or better)	0.825%	0.00%	0.100%
	2	BBB / Baa2	0.950%	0.00%	0.125%
	3	BBB- / Baa3	1.075%	0.075%	0.175%
	4	BB+ / Ba1	1.325%	0.325%	0.225%
	5	BB / Ba2

(or worse)	1.575%	0.575%	0.275%






    	 	2	 



     


    

For purposes of the foregoing, (a) (i)
if the applicable Ratings established by Moody’s and S&P are different but correspond to consecutive pricing levels,
then the Ratings Level will be based on the higher applicable Rating (e.g., if Moody’s applicable Rating corresponds to Level
1 and S&P’s applicable Rating corresponds to Level 2, then the Ratings Level will be Level 1), and (ii) if the applicable
Ratings established by Moody’s and S&P are more than one pricing level apart, then the Ratings Level will be based on
the rating which is one level higher than the lower rating (e.g., if Moody’s and S&P’s applicable Ratings correspond
to Levels 1 and 4, respectively, then the Ratings Level will be Level 3), (b) in the event that either S&P or Moody’s
(but not both) shall no longer issue a Rating, the Ratings Level shall be determined by the remaining Rating, and (c) in the event
that neither S&P nor Moody’s issues a Rating, unless and until the date, if any, that Borrowers and the Required Lenders
agree on a different arrangement, the existing Ratings Level shall continue in effect for the 60-day period immediately following
such event, and subsequent to such period the Ratings Level shall be Level 5. Each change in the Applicable Margin resulting from
a publicly announced change in the Ratings Level shall be effective during the period commencing on the date of the public announcement
thereof and ending on the date immediately preceding the effective date of the next such change; provided that, any change
in the Ratings Level resulting from a difference between the Ratings of New Holdco and the Ratings of the Parent on the Combination
Date shall be effective during the period commencing on the Combination Date and ending on the date immediately preceding the effective
date of the next change in the Ratings Level.


 


“Approved
Amendment” means any amendment, modification, waiver, supplement, restatement, refinancing or other replacement of
the Existing Credit Agreement, including any waiver of any provision thereof or consent to any departure therefrom by a party thereto,
so long as such amendment, modification, waiver, supplement, restatement, refinancing or other replacement shall have been consented
to by lenders under the Existing Credit Agreement that constitute (or whose Affiliates constitute) the Required Lenders hereunder.


 


“Approved
Fund” means any Fund 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.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of
each party whose consent is required by Section 9.4), and accepted by Administrative Agent, substantially in the form
of Exhibit A or any other form approved by Administrative Agent.


 


“Avoidance
Provisions” has the meaning assigned to such term in Section 9.15(c).


 


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


 


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


 


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


 



    	 	3	 



     


    




“Base Rate”
means, at any time, the greatest of (a) the Prime Rate at such time, (b) 1/2 of 1% in excess of the Federal Funds Effective Rate
at such time, and (c) the Adjusted LIBO Rate for a Eurodollar Loan in Dollars with a one-month Interest Period commencing at such
time plus 1.0%. For the purposes of this definition, the Adjusted LIBO Rate shall be determined using the Adjusted LIBO
Rate as otherwise determined by Administrative Agent in accordance with the definition of “Adjusted LIBO Rate”, except
that (i) if a given day is a Business Day, such determination shall be made on such day (rather than two Business Days prior to
the commencement of an Interest Period) or (ii) if a given day is not a Business Day, the Adjusted LIBO Rate for such day shall
be the rate determined by Administrative Agent pursuant to the preceding clause (i) for the most recent Business Day preceding
such day. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, or such Adjusted LIBO
Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the Federal Funds Effective
Rate, or such Adjusted LIBO Rate, respectively. Base Rate, 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 Base
Rate. Notwithstanding the foregoing, if the Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 


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


 


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


 


“Board
of Directors” means, with respect to any Person, (a) in the case of any corporation, the board of directors of such
Person, (b) in the case of any limited liability company, the board of managers of such Person, (c) in the case of any partnership,
the Board of Directors of the general partner of such Person, and (d) in any other case, the functional equivalent of the foregoing.


 


“Borrower”
means the Lux Borrowers, the German Borrowers and the U.K. Borrowers, each individually (collectively, the “Borrowers”).


 


“Borrowing”
means Loans of the same Type and currency 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.


 


“Borrowing
Minimum” means (a) in the case of a Eurodollar Borrowing denominated in Dollars, $2,000,000, (b) in the case of a
Eurodollar Borrowing denominated in Euros, €2,000,000, (c) in the case of a Eurodollar Borrowing denominated
in Sterling, £2,000,000, and (d) in the case of a Base Rate Borrowing, $2,000,000.


 


“Borrowing
Multiple” means (a) in the case of a Eurodollar Borrowing denominated in Dollars, $1,000,000, (b) in the case of
a Eurodollar Borrowing denominated in Euros, €1,000,000, (c) in the case of a Eurodollar Borrowing denominated
in Sterling, £1,000,000, and (d) in the case of a Base Rate Borrowing, $1,000,000


 



    	 	4	 



     


    




“Borrowing
Request” means a request by a Borrower for a Borrowing in accordance with Section 2.3.


 


“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 Dollar
deposits in the London interbank market, (b) an Offshore Currency Loan 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, or (c) an Offshore Currency Loan denominated in Sterling, or any other dealings in Sterling to be carried out
pursuant to this Agreement, the term “Business Day” shall also exclude any day on which commercial banks in London,
England or Luxembourg are authorized or required by law to remain closed.


 


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


 


“Calculation
Period” means, in respect of any Calculation Date, the period of four Fiscal Quarters ended as of the last day of
the most recent Fiscal Quarter preceding such Calculation Date for which Administrative Agent shall have received the financial
information required by subsections (a) through (c) of Section 5.7 for the Fiscal Quarter or Fiscal Year, as applicable,
then ended.


 


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


 


“Change
in Control” means the occurrence of any of the following events:


 


(a)               
(i) prior to the Combination Date, as applied to the Parent, that any Person or “Group” (as defined in
Section 13(d)(3) of the Exchange Act, but excluding (A) any employee benefit or stock ownership plans of the Parent, and (B) members
of the Board of Directors and executive officers of the Parent as of the Effective Date, members of the immediate families of such
members and executive officers, and family trusts and partnerships established by or for the benefit of any of the foregoing individuals)
shall have acquired more than fifty percent (50%) of the combined voting power of all classes of common stock of the Parent, except
that the Parent’s purchase of its common stock outstanding on July 1, 2015 which results in one or more of the Parent’s
shareholders of record as of July 1, 2015 controlling more than fifty percent (50%) of the combined voting power of all classes
of the common stock of the Parent shall not constitute an acquisition hereunder, or (ii) prior to the Combination Date, the Parent
shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Equity Interests
of each of the Borrowers; and


 


(b)              
(i) from and after the Combination Date, as applied to New Holdco, that any Person or “Group” (as defined
in Section 13(d)(3) of the Exchange Act, but excluding (A) any employee benefit or stock ownership plans of New Holdco or any of
its Subsidiaries, and (B) members of the Board of Directors and executive officers of New Holdco as of the Combination Date, members
of the immediate families of such members and executive officers, and family trusts and partnerships established by or for the
benefit of any of the foregoing individuals) shall have acquired more than fifty percent (50%) of the combined voting power of
all classes of common stock of New Holdco, except that New Holdco’s purchase of its common stock outstanding on the Combination
Date which results in one or more of New Holdco’s shareholders of record on the Combination Date controlling more than fifty
percent (50%) of the combined voting power of all classes of the common stock of New Holdco shall not constitute an acquisition
hereunder, or (ii) from and after the Combination Date, New Holdco shall cease to own and control, of record and beneficially,
directly or indirectly, 100% of each class of outstanding Equity Interests of each of the Borrowers.


 



    	 	5	 



     


    




provided, that,
in each case of clauses (a) and (b) of this definition, the consummation of the transactions contemplated by the
Combination Agreement (including the Combination) shall not constitute a Change in Control.


 


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation, or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation, or application thereof by any Governmental Authority, or (c) the making or issuance of any request,
rule, guideline, or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines, or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Charges”
has the meaning assigned to such term in Section 9.12.


 


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


 


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


 


“Combination
Agreement” means the Agreement and Plan of Merger, dated as of January 28, 2018, among KapStone, the Parent, New
Holdco, Whiskey Merger Sub, Inc., and Kola Merger Sub, Inc., including all schedules, exhibits and attachments thereto, and as
such agreement may be amended, restated, amended and restated or otherwise modified from time to time.


 


“Combination
Date” means the date on which the Combination is consummated in accordance with the terms and conditions of the Combination
Agreement.


 


“Commitment”
means at any time, with respect to each Lender, the commitment, if any, of such Lender to make Loans, expressed as an amount representing
the maximum aggregate amount of such Lender’s Revolving Credit Exposure at such time hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.8 or 2.18(b), or (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.4. The initial amount of each Lender’s Commitment
is set forth below its name on its signature page hereto, or in the Assignment and Assumption pursuant to which such Lender becomes
a party hereto, as applicable. The initial aggregate amount of the Lenders’ Commitments is €500,000,000.


 


“Communication”
has the meaning assigned to such term in Section 9.1(a).


 



    	 	6	 



     


    




“Compliance
Certificate” has the meaning assigned to such term in Section 5.7.


 


“Computation
Date” means (a) in connection with the making of any new Loan, the Business Day which is the date such credit is
extended; (b) in connection with any extension or conversion or continuation of an existing Loan, the Business Day which is the
date such Loan is extended, converted or continued; (c) the date of any reduction of the Commitments pursuant to the terms of Section
2.8; and (d) the last day of each month.


 


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


 


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


 


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


 


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


 


“Consolidated
Interest Expense” means, for any period, all Interest Expense of the Consolidated Companies net of interest income
and income from corporate-owned life insurance programs (excluding (a) deferred financing costs included in amortization, (b) interest
expense in respect of insurance premiums, (c) interest expense in respect of Indebtedness that is non-recourse to Holdco and its
Restricted Subsidiaries under the laws of the applicable jurisdiction, except for Standard Securitization Undertakings, (d) interest
expense in respect of the write-up or write-down of the fair market value of Indebtedness and (e) any interest expense attributable
to the KapStone Paper Chip Mill Contracts) of the Consolidated Companies determined on a consolidated basis in accordance with
GAAP; provided, however, that, for purposes of calculating Consolidated Interest Expense for the fiscal periods ending
on the last day of each of the first three Fiscal Quarters ending after the Combination Date, Consolidated Interest Expense shall
be annualized such that (i) for the calculation of Consolidated Interest Expense for the four Fiscal Quarters ending on the last
day of the first Fiscal Quarter ending after the Combination Date, Consolidated Interest Expense shall be Consolidated Interest
Expense for the Fiscal Quarter then ending multiplied by four (4), (ii) for the calculation of Consolidated Interest Expense for
the four Fiscal Quarters ending on the last day of the second Fiscal Quarter ending after the Combination Date, Consolidated Interest
Expense shall be Consolidated Interest Expense for the two Fiscal Quarter period then ending multiplied by two (2) and (iii) for
the calculation of Consolidated Interest Expense for the four Fiscal Quarters ending on the last day of the third Fiscal Quarter
ending after the Combination Date, Consolidated Interest Expense shall be Consolidated Interest Expense for the three Fiscal Quarter
period then ending multiplied by one and one-third (1 1/3).


 



    	 	7	 



     


    




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


 


“Contributing
Borrower” has the meaning assigned to such term in Section 9.15(f).


 


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


 


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


 


“Credit
Extension” means the making of a Loan.


 


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


 


“Debtor
Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the
United States or any other applicable country or jurisdiction (including the United Kingdom Insolvency Act of 1986), as the same
may now or hereafter be amended, and including any successor bankruptcy, insolvency, receivership or similar debtor relief law
now or hereafter in effect.


 


“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.


 


“Default
Rate” means a per annum interest rate equal to (a) in the case of any Loans, 2% plus the rate otherwise applicable
to such Loan (including the Applicable Margin) or (b) in the case of any other Obligation, 2% plus the rate applicable to
Base Rate Loans (including the Applicable Margin) as provided in Section 2.12(a).


 


“Defaulting
Lender” means, subject to Section 2.21(b), any Lender that (a) has failed to (i) fund all or any portion
of its Loans within 2 Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies Administrative
Agent and Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified
in such writing) has not been satisfied, or (ii) pay to Administrative Agent or any other Lender any other amount required
to be paid by it hereunder within 2 Business Days of the date when due, (b) has notified any Borrower, Administrative Agent in
writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect
(unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such
position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together
with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has
failed, within 3 Business Days after written request by Administrative Agent or Borrowers, to confirm in writing to Administrative
Agent and Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall
cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and
Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor
Relief Laws, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject
of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of (x) the ownership or acquisition
of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or (y) in the
case of a solvent Person, the precautionary appointment of a receiver, custodian, conservator, trustee, administrator or similar
Person by a Governmental Authority under or based on the applicable law of the country where such Person is subject to home jurisdiction
supervision if any applicable law requires that such appointment not be publicly disclosed, in any such case so long as such ownership
interest or appointment (as applicable) does not result in or provide such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such
Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination
by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) of this definition
shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(b))
upon delivery of written notice of such determination to Borrowers and each Lender.


 



    	 	8	 



     


    




“Direction”
has the meaning assigned to such term in Section 2.16(i)(ii).


 


“Dollars”
or “$” refers to lawful money of the United States.


 


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


 


“EBITDA”
means, for any fiscal period, “EBITDA” as such term is defined in and as calculated pursuant to the terms of the Existing
Credit Agreement.


 


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


 


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


 



    	 	9	 



     


    




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


 


“Effective
Date” means the date on which the conditions set forth in Section 4.1 are satisfied (or waived in accordance
with Section 9.2).


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Sections 9.4(b)(iii),
9.4(b)(vi), and 9.4(b)(vii) (subject to such consents, if any, as may be required under Section 9.4(b)(iii)).


 


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


 


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


 


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


 


“Equity
Interest” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options,
participations, or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity
of such Person, including, if such Person is a partnership, partnership interests (whether general or limited), if such Person
is a limited liability company, membership interests and any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the
date hereof or issued on or after the Effective Date, but excluding debt securities convertible or exchangeable into such equity.


 


“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 Administrative Agent
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. For the avoidance of doubt, the Equivalent Amount in Euros of any amount denominated in Euros shall
be such amount.


 


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


 


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


 



    	 	10	 



     


    




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


 


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


 


“EU Insolvency
Regulation” has the meaning assigned to such term in the definition of “Solvent.”


 


“EU Regulation”
has the meaning assigned to such term in Section 3.15(e).


 


“Euro”
and “€” mean the single currency of the Participating Member States.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


“Eurodollar
Illegality Notice” has the meaning assigned to such term in Section 2.18(a).


 


“Event
of Default” has the meaning assigned to such term in Section 7.1.


 


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


 


“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, but for the purposes of the
U.K. not including deemed net income), 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 withholding Taxes or withholding Taxes (Quellensteuern) pursuant to the
laws of Germany, for the avoidance of doubt, including taxes imposed according to section 50a paragraph 7 of the German income
tax act (Einkommensteuergesetz) (other than withholding Taxes pursuant to sections 43ff of the German income tax act (Einkommensteuergesetz)),
imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant
to an assignment request by Borrowers under Section 2.18(b)) or (ii) such Lender changes its lending office, except in each case
to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes were payable either to such Lender’s assignor
immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 2.16(g) and Section 2.16(j), and (d) any U.S. federal withholding
Taxes imposed under FATCA.


 



    	 	11	 



     


    




“Existing
Credit Agreement” means that certain Credit Agreement, dated as of July 1, 2015 (as amended by Amendment No. 1 thereto,
dated as of July 1, 2016, Amendment No. 2 thereto, dated as of June 30, 2017, and, from and after the effective date thereof, Amendment
No. 3 thereto, dated as of March 7, 2018) by and among New Holdco, the Parent, WestRock Company of Canada Holdings Corp./Compagnie
de Holdings WestRock du Canada Corp. (formerly, RockTenn Company of Canada Holdings Corp./Compagnie De Holdings RockTenn Du Canada
Corp.), a Nova Scotia unlimited company (together with the Parent, as borrowers), and any other Subsidiary of the Parent that becomes
an additional borrower pursuant thereto, WestRock RKT Company (formerly, Rock-Tenn Company), a Georgia corporation, and WestRock
MWV, LLC (formerly, Meadwestvaco Corporation), a Delaware limited liability company, as guarantors, the lenders party thereto,
and Wells Fargo Bank, National Association, as administrative agent, and as the same may be further amended, modified, waived,
supplemented, restated, refinanced or otherwise replaced from time to time in each case pursuant to an Approved Amendment.


 


“Existing
Senior Notes” has the meaning ascribed to such term in the Existing Credit Agreement.


 


“Farm Credit
Term Loan Facility” has the meaning ascribed to such term in the Existing Credit Agreement.


 


“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 agreements entered into pursuant to Section 1471(b)(1) of the Code (and any amended or successor version
described above) and any intergovernmental agreements implementing the foregoing.


 


“Federal
Funds Effective Rate” means, for any day, the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such
transactions received by Administrative Agent from three federal funds brokers of recognized standing selected by it. Notwithstanding
the foregoing, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of
this Agreement.


 


“Fee Letter”
means that certain fee letter, dated as of the Effective Date, executed by Administrative Borrower on behalf of Borrowers setting
forth the applicable fees relating to this Agreement to be paid to Administrative Agent, on its behalf and on behalf of the Lenders.


 


“Fiscal
Quarter” means any fiscal quarter of the SEC Filer, or, for any period prior to the Combination Date, of the Parent.


 



    	 	12	 



     


    




“Fiscal
Year” means any fiscal year of the SEC Filer, or, for any period prior to the Combination Date, of the Parent.


 


“Foreign
Lender” means any Lender or Participant that is not a U.S. Person.


 


“Foreign
Obligor” means each Borrower and any Guarantor that is a Foreign Subsidiary.


 


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


 


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


 


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


 


“Fully
Satisfied” or “Full Satisfaction” means, as of any date, that on or before such date with
respect to the Loan Documents: (a) the principal of and interest accrued to such date on the Loans shall have been paid in full
in cash, (b) all fees, expenses, and other amounts then due and payable (other than contingent amounts for which a claim has not
been made) under any Loan Document shall have been paid in full in cash, and (c) the Commitments shall have expired or irrevocably
been terminated.


 


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


 


“Funded
Debt” means, with respect to any Person, without duplication, all “Funded Debt” (as such term is defined
in and as calculated pursuant to the terms of the Existing Credit Agreement) of such Person.


 


“Funding
Borrower” has the meaning assigned to such term in Section 9.15(f).


 


“GAAP”
means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the US
accounting profession).


 


“German
Borrower” means, individually and collectively, (a) WestRock Packaging Systems Germany GmbH, a private limited
liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany with its corporate
seat in Trier and its business address at Schiffstraße 1, 54293 Trier, registered with the commercial register of the local
court (Amtsgericht) of Wittlich under HRB 42902 and (b) any additional Borrower designated pursuant to Section 2.4
organized under the laws of Germany.


 



    	 	13	 



     


    




“German
Limited Liability Companies Act” means the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften
mit beschränkter Haftung, GmbHG)


 


“Germany”
means the Federal Republic of Germany.


 


“Governmental
Authority” means the government of the United States or any other nation, or any political subdivision thereof, whether
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, including any
supra-national bodies (such as the European Union or the European Central Bank).


 


“Guarantor”
means Parent, WestRock RKT Company, WestRock MWV, LLC and any other Person executing a Guaranty Agreement or joinder thereto (including,
upon the satisfaction of the requirements set forth in Section 5.10, New Holdco).


 


“Guaranty
Agreement” means, collectively, (a) that certain Guaranty Agreement dated as of the Effective Date executed and delivered
by the Parent and those additional entities that hereafter become parties thereto, (b) that certain Subsidiary Guaranty Agreement
dated as of the Effective Date executed and delivered by WestRock RKT Company and WestRock MWV, LLC and those additional entities
that hereafter become parties thereto in favor of Administrative Agent and Lenders, and (c) any other guaranty agreement delivered
to Administrative Agent from time to time by any Person (including, upon the satisfaction of the requirements set forth in Section
5.10, New Holdco) providing a guarantee of any of the Obligations, in form and substance reasonably acceptable to Administrative
Agent.


 


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


 


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


 


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


 



    	 	14	 



     


    




“Holdco”
means (a) prior to the Combination Date, the Parent, and (b) from and after the Combination Date, New Holdco.


 


“Immaterial
Subsidiary” means any Subsidiary of Holdco which is deemed to be an “Immaterial Subsidiary” under and
pursuant to the terms of the Existing Credit Agreement.


 


“Incremental
Commitment” has the meaning assigned to such term in Section 2.19.


 


“Indebtedness”
means, with respect to any Person, without duplication, all “Indebtedness” of such Person as such term is defined in
and as calculated pursuant to the terms of the Existing Credit Agreement.


 


“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 Obligor under any Loan Document and (b) to the extent not otherwise described in clause (a) of this definition,
Other Taxes.


 


“Indemnitee”
has the meaning assigned to such term in Section 9.3(b).


 


“Information”
has the meaning assigned to such term in Section 9.11(b).


 


“Information
Materials” has the meaning assigned to such term in Section 5.7.


 


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


 


“Interest
Election Request” means a request by Borrowers to convert or continue a Borrowing in accordance with Section 2.7.


 


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


 


“Interest
Payment Date” means (a) with respect to any Base Rate Loan, the second Business Day following each Quarterly Date;
and (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.


 


“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 the calendar month that is one, two, three, or six months thereafter, as Borrowers
may elect in accordance with Section 2.7; provided that (a) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business
Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and
(b) any Interest Period 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 thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 



    	 	15	 



     


    




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


 


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


 


“Judgment
Currency” has the meaning assigned to such term in Section 9.23.


 


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


 


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


 


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


 


“Lead Arranger”
means Rabobank, in its capacity as sole lead arranger and sole bookrunner for the credit facility under this Agreement.


 


“Lender”
means a Lender with a Commitment or, if the Commitments have terminated or expired, a Lender with Revolving Credit Exposure.


 


“Lenders”
means the Persons party hereto as a “Lender” and any other Person that shall have become a party hereto
pursuant to an Assignment and Assumption and any Additional Lender in connection with an Incremental Commitment, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“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 a Eurodollar Borrowing that is denominated in Dollars, equal to the London interbank offered rate as administered
by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in Dollars
with a term equivalent to such Interest Period as displayed on the Reuters screen page that displays such rate (currently page
LIBOR01) (or, in the event such rate does not appear on a Reuters page or screen, on the appropriate page of such other information
service that publishes such rate as shall be selected by Administrative Agent from time to time in its reasonable discretion) at
approximately 11:00 a.m., London time, 2 Business Days prior to the commencement of such Interest Period; provided that
in the event that such rate is not available at such time for any reason, the LIBO Rate with respect to such Borrowing of Dollars
for such Interest Period shall be the rate at which Dollar deposits in the amount of the requested Loan and for a maturity comparable
to such Interest Period are offered by the principal London office of Rabobank in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, 2 Business Days prior to the commencement of such Interest Period,


 



    	 	16	 



     


    




(b)              
in the case of a Eurodollar Borrowing that is denominated in Sterling, equal to either (i) the rate per annum for deposits
in Sterling that appears on Reuters Page LIBOR-01 (or any other page that may replace any such page on such service or is applicable
to Sterling in the judgment of Administrative Agent), or (ii) if a rate cannot be determined pursuant to clause (i) above, a rate
per annum equal to the average of the rate per annum at which deposits in Sterling are available to Administrative Agent as determined
by Administrative Agent in London, England to prime banks in the interbank market, in either case at 11:00 a.m., London time, 2
Business Days prior to the commencement of such Interest Period and for a period equal to such Interest Period, and


 


(c)               
in the case of a Eurodollar Borrowing that is denominated in Euros, equal to either (i) the rate per annum for deposits
in Euros that appears on Reuters Page LIBOR-01 (or any successor page), or (ii) if a rate cannot be determined pursuant to clause
(i) above, a rate per annum equal to the average of the rate per annum at which deposits in Euros are available to Administrative
Agent as determined by Administrative Agent in London, England to prime banks in the interbank market, in either case at 11:00
a.m., London time, 2 Business Days prior to the commencement of such Interest Period and for a period equal to such Interest Period,


 


provided that
in no event shall the LIBO Rate for any currency be less than zero.


 


“LIBOR
Screen Rate” means in relation to the LIBO Rate, the London interbank offered rate administered by ICE Benchmark
Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period
displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that
rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson
Reuters. If such page or service ceases to be available, Administrative Agent may specify another page or service displaying the
relevant rate after consultation with Holdco.


 


“LIBOR
Successor Rate” has the meaning provided in Section 2.13(c).


 


“LIBOR
Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes
to the definition of Adjusted LIBO Rate, Base Rate, Interest Period, timing and frequency of determining rates and making payments
of interest and other administrative matters in each case as may be appropriate, in the reasonable discretion of Administrative
Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by Administrative Agent in
a manner substantially consistent with market practice (or, if Administrative Agent determines in good faith that adoption of any
portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR
Successor Rate exists, in such other manner of administration as Administrative Agent and Borrowers may reasonably agree (each
acting in good faith)); provided that such conforming changes shall not include a reduction in the Applicable Margin.


 


“License”
has the meaning assigned to such term in Section 5.6(c).


 



    	 	17	 



     


    




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


 


“Loan”
means a loan or advance made pursuant to Section 2.1.


 


“Loan Documents”
means, collectively, this Agreement, all Guaranty Agreements, the Fee Letter, all Borrowing Requests, all Interest Election Requests,
all Notices of Incremental Commitments and all other documents, instruments, certificates, and agreements executed, delivered,
or acknowledged by an Obligor (other than Organizational Documents) that are issued under or delivered pursuant to this Agreement.


 


“Loans”
mean the loans made by the Lenders to any Borrower pursuant to this Agreement in the form of a Loan.


 


“Lux Borrower”
means, individually and collectively, (a) WRK Luxembourg S.à r.l., a private limited liability company (société
à responsabilité limitée), incorporated under the laws of Luxembourg, having its registered office at
163, rue du Kiem, L-8030 Strassen, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under
number B159099, (b) WRK International Holdings S.à r.l., a private limited liability company (société à
responsabilité limitée), incorporated under the laws of Luxembourg, having its registered office at 163, rue
du Kiem, L-8030 Strassen, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B194811
and (c) any additional Borrower designated pursuant to Section 2.4 organized under the laws of Luxembourg.


 


“Luxembourg”
means the Grand Duchy of Luxembourg.


 


“Luxembourg
Insolvency Rules” has the meaning assigned to such term in the definition of “Solvent.”


 


“Luxembourg
Loan” means any Loan made to any Lux Borrower by a Lender.


 


“Luxembourg
Tax Deduction” has the meaning assigned to such term in Section 2.16(k).


 


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


 


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


 


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


 


“Maturity
Date” means April 27, 2021.


 


“Maximum
Borrower Liability” has the meaning assigned to such term in Section 9.15(c).


 


“Maximum
Rate” has the meaning assigned to such term in Section 9.12.


 



    	 	18	 



     


    




“Moody’s”
means Moody’s Investors Service, Inc.


 


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


 


“Multi
Packaging Solutions” has the meaning assigned to such term in the preamble hereto.


 


“Net
Assets” means, with respect to a German Borrower, the net assets (Reinvermögen) of such German Borrower
calculated in accordance with § 42 of the German Limited Liability Companies Act; §§ 242, 264 of the German Commercial
Code (Handelsgesetzbuch, HGB) and the generally accepted accounting principles applicable from time to time in Germany (Grundsätze
ordnungsgemäßer Buchführung) applied consistently with past practice, save that (a) the amount of non-distributable
assets according to § 253 (6), § 268 (8) and § 272 (5) of such German Commercial Code (Handelsgesetzbuch)
shall not be taken into account as assets, (b) loans or other liabilities incurred by such German Borrower in violation of this
Agreement shall not be taken into account as liabilities, (c) liabilities owed by such German Borrower to any member of its group
shall be disregarded if and to the extent that such liabilities are subordinated or considered subordinated by law or should be
subordinated by agreement by the respective creditor, acting in good faith, in each case at least to the rank pursuant to section
39 para 1 no. 5 of the German Insolvency Act (Insolvenzordnung) and (d) liabilities which are subordinated pursuant to section
39 para 1 no. 5 of the German Insolvency Act (Insolvenzordnung) or section 39 para 2 of the German Insolvency Act (Insolvenzordnung)
shall be disregarded.


 


“New Holdco”
means Whiskey Holdco, Inc., a Delaware corporation (it being understood that, substantially concurrently with the consummation
of the Combination, the Parent anticipates that New Holdco will change its name to “WestRock Company”).


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of
all affected Lenders in accordance with the terms of Section 9.2 and (b) has been approved by Administrative Agent
and the Required Lenders.


 


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


 


“Notice
of Incremental Commitment” has the meaning assigned to such term in Section 2.19.


 


“Obligations”
means all of the obligations, indebtedness and liabilities of the Obligors to the Lenders and Administrative Agent under this Agreement
or any of the other Loan Documents, including principal, interest, fees, prepayment premiums (if any), expenses, reimbursements
and indemnification obligations and other amounts, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest, fees, and expenses that accrue after
the commencement by or against any Obligor of any proceeding under any Debtor Relief Law, regardless of whether such interest,
fees, and expenses are allowed or allowable in whole or in part as a claim in such proceeding.


 


“Obligor”
means each Borrower and each Guarantor.


 



    	 	19	 



     


    




“Offshore
Currency” means Sterling and Euros.


 


“Offshore
Currency Loan” means any Loan denominated in an Offshore Currency.


 


“Organizational
Documents” means, with respect to any Person (a) in the case of any corporation, the certificate of incorporation
and by-laws (or similar documents) of such Person, (b) in the case of any limited liability company, the certificate or articles
of formation of such Person (or, in the case of (x) each U.K. Borrower, its memorandum and articles of association, (y) each Lux
Borrower, its articles of association, and (z) each German Borrower, its articles of association), (c) in the case of any limited
partnership, the certificate of formation and limited partnership agreement (or similar documents) of such Person, (d) in the case
of any general partnership, the partnership agreement (or similar document) of such Person, (e) in any other case, the functional
equivalent of the foregoing, and (f) any shareholder, voting trust, or similar agreement between or among any holders of Equity
Interests of such Person.


 


“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, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan
or Loan Document).


 


“Other
Debtor Relief Law” has the meaning assigned to such term in Section 9.15(c).


 


“Other
Taxes” means all present or future stamp, registration, court or documentary, intangible, recording, filing or similar
Taxes or notarial fees that, in each case, arise from any payment made under, from the execution, delivery, performance, enforcement
or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document,
except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant
to Section 2.18(b)) and any Luxembourg registration duties (droit d'enregistrement) payable due to registration
of any Loan Document by the Lenders when such registration is or was not required to maintain, preserve or enhance the rights of
Administrative Agent or any Lender under any Loan Document.


 


“Parent”
has the meaning ascribed to such term in the preamble to this Agreement.


 


“Participant”
has the meaning assigned to such term in Section 9.4(e).


 


“Participant
Register” has the meaning assigned to such term in Section 9.4(e).


 


“Participating
Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance
with legislation of the European Union relating to Economic and Monetary Union.


 


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


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.


 



    	 	20	 



     


    




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


 


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


 


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


 


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


 



    	 	21	 



     


    




“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority, or other entity.


 


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


 


“Platform”
has the meaning assigned to such term in Section 9.1(d).


 


“Prime
Rate” means the rate of interest per annum published in the Wall Street Journal as the U.S. dollar “prime rate”
for such day or, if the Wall Street Journal does not publish such rate on such day, then such rate as most recently published prior
to such day.


 


“Prior
Credit Agreement” means that certain Credit Agreement, dated as of May 15, 2017, by and among the Parent, MWV Luxembourg
S.à r.l., a private limited liability company (société à responsabilité limitée)
incorporated under the laws of Luxembourg, WestRock Packaging Systems UK Ltd., a limited company incorporated under the laws of
England and Wales, the lenders party thereto, and Coöperatieve Rabobank U.A., New York Branch, in its capacity as administrative
agent, as in effect on the Effective Date.


 


“Priority
Debt Basket” means, at any time, the “Priority Debt Basket” as such term is defined in and as calculated
pursuant to the terms of the Existing Credit Agreement.


 


“Process
Agent” has the meaning assigned to such term in Section 9.9(d).


 


“Pro Forma
Basis” means, in connection with the calculation as of the applicable Calculation Date (utilizing the principles
set forth in Section 1.6(c)) of the financial covenants set forth in Section 6.1(a) and (b) in respect of a proposed
transaction or designation of a Restricted Subsidiary as an Unrestricted Subsidiary (a “Specified Transaction”),
the making of such calculation after giving effect on a pro forma basis to:


 


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


 


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


 


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


 



    	 	22	 



     


    




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


 


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


 


“Pro Rata
Share” means with respect to any Lender in respect of any rights or obligations affecting or involving all Lenders
(including any reimbursement obligations in respect of any indemnity claim arising out of an action or omission of Administrative
Agent under this Agreement), the percentage (carried out to the ninth decimal place) of the total Commitments hereunder represented
by the aggregate amount of such Lender’s Commitments. If the Commitments have terminated or expired, the Pro Rata Share shall
be determined based upon the Revolving Credit Exposure of all such Lenders at such time.


 


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


 


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


 


“Quarterly
Dates” means the last day of March, June, September, and December of each year through the Maturity Date, commencing
with the first such date after the Effective Date.


 


“Rabobank”
means Coöperatieve Rabobank U.A., New York Branch.


 


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


 


“Ratings
Level” has the meaning assigned to such term in the definition of “Applicable Margin”.


 


“Recipient”
means (a) Administrative Agent, and (b) any Lender, as applicable.


 


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


 



    	 	23	 



     


    




“Register”
has the meaning assigned to such term in Section 9.4(d).


 


“Regulation
T” means Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof.


 


“Regulation
U” means Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof.


 


“Regulation
X” means Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof.


 


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents, trustees, administrators, managers, advisors, attorneys-in-fact, and representatives of such Person and of such
Person’s Affiliates.


 


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


 


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


 


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


 


“Required
Lenders” means, at any time, Lenders having Revolving Credit Exposures, and unused Commitments representing more
than 50% of the sum of the aggregate Revolving Credit Exposures and unused Commitments of all Lenders at such time; provided
the Commitments of, and the portion of the Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded
for purposes of making a determination of Required Lenders.


 


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


 


“Resignation
Effective Date” has the meaning assigned to such term in Section 8.6(a).


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, principal accounting officer, treasurer,
or controller of any Person, and in the case of (x) each Lux Borrower, the manager (gérant) designated for that purpose
by a resolution of the board of managers, (y) each U.K. Borrower, a director of such U.K. Borrower, and (z) each German Borrower,
the manager (Geschäftsführer) of such German Borrower. Any document delivered hereunder that is signed by a Responsible
Officer of any Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Person and such Responsible Officer shall be presumed to have acted on behalf of such Person.


 



    	 	24	 



     


    




“Restricted
Subsidiary” means any Subsidiary of Holdco (unless the context otherwise requires) other than any such Subsidiary
that is or shall become an Unrestricted Subsidiary.


 


“Revolving
Credit Availability Period” means the period from and including the Effective Date and ending on the earlier of the
Business Day immediately preceding the Maturity Date and the date of termination of the Commitments pursuant to the terms hereof.


 


“Revolving
Credit Exposure” means, with respect to any Lender at any time, the sum of the Equivalent Amount in Euros of the
outstanding principal amount of such Lender’s Loans at such time.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a division of S&P Global Inc.


 


“Sanctions”
means any sanctions administered by, maintained by, or enforced by the U.S. Department of the Treasury’s Office of Foreign
Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury
of the United Kingdom, the Netherlands, Luxembourg, Germany or other relevant sanctions authority in any jurisdiction in which
an Obligor or any of its Subsidiaries is organized or located or conducts business.


 


“Scheduled
Unavailability Date” has the meaning provided in Section 2.13(c)(ii).


 


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


 


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


 


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


 


“Share
Capital” means, with respect to a German Borrower, the share capital (Stammkapital) of such German Borrower
calculated in accordance with § 5 of the German Limited Liability Companies Act save that (a) the amount of any increase of
the stated share capital (Stammkapital) of the German Borrower registered after the Effective Date without the prior written
consent of Administrative Agent shall be deducted from the relevant stated share capital and (b) in case the stated share capital
of the German Borrower is not fully paid up (nicht voll eingezahlt) and has not been demanded (nicht eingefordert),
the amount which is not paid up and not demanded shall be deducted from the stated share capital.


 



    	 	25	 



     


    




“Solvent”
means, with respect to any Person (other than a Person organized under the laws of Luxembourg, the United Kingdom or Germany),
that as of the date of determination, (a) the sum of such Person’s debt (including contingent liabilities) does not exceed
the present fair saleable value of such Person’s present assets; (b) such Person’s capital is not unreasonably small
in relation to its business as contemplated on such date of determination; (c) such Person has not incurred and does not intend
to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or
otherwise); and (d) such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy
Code and applicable laws relating to fraudulent transfers and conveyances. For purposes of the foregoing definition, (i) the amount
of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether
such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5), (ii) “debt”
means liability on a “claim,” and (iii) “claim” means any (A) right to payment, whether or not such a right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment,
whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed,
secured or unsecured. “Solvent” shall mean with respect to any Person organized under the laws of (i)
the United Kingdom, that such Person is able to pay its debts as they fall due, is not deemed unable to pay its debts as they fall
due within the meaning of Section 123(1) of the Insolvency Act of 1986 and that the value of its assets is greater than the value
of its liabilities, taking into account contingent and prospective liabilities, (ii) Luxembourg, that such Person (1) is not unable
to meet its financial obligations (cessation de paiements) and has not lost its creditworthiness (ébranlement
de credit) within the meaning of Article 437 of the Luxembourg Commercial Code; (2) is not subject to insolvency proceedings
within the meaning of Articles 437 ff. of the Luxembourg Commercial Code or any other insolvency proceedings pursuant to the regulation
(EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (“EU
Insolvency Regulation”); (3) is not subject to controlled management (gestion contrôlée) within
the meaning of the grand ducal regulation of 24 May 1935 on controlled management; (4) has not entered into voluntary
arrangement with creditors (concordat préventif de faillite) within the meaning of the law of 14 April 1886 on arrangements
to prevent insolvency, as amended; (5) is not subject to suspension of payments (sursis de paiement) within the meaning
of Articles 593 ff. of the Luxembourg Commercial Code; and (6) is not subject to voluntary or compulsory winding up pursuant to
the law of 10 August 1915 on commercial companies, as amended (“Luxembourg Insolvency Rules”) and (iii)
Germany, that such Person is not unable to pay its debts as they fall due (zahlungsunfähig) within the meaning of Sec.
17 German Insolvency Code (Insolvenzordnung - InsO) nor overindebted within the meaning of Sec. 18 of the German Insolvency
Code (Insolvenzordnung - InsO).


 


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


 


“Spot Rate”
for a currency means the rate determined by Administrative Agent to be the rate quoted by Administrative Agent as the spot rate
for the purchase by Administrative Agent of such currency with another currency through its principal foreign exchange trading
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; provided that Administrative Agent may obtain such spot rate from another nationally-recognized
financial institution designated by Administrative Agent if Administrative Agent does not have as of the date of determination
a spot buying rate for any such currency.


 



    	 	26	 



     


    




“Standard
Securitization Undertakings” has the meaning ascribed to such term in the Existing Credit Agreement.


 


“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 percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign,
to which Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan)
is subject for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the
Board). Such reserve percentages 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.


 


“Sterling”
and “£” mean the lawful currency of the United Kingdom.


 


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


 


“Successor
Borrower” has the meaning assigned to such term in Section 6.4(a)(i).


 


“Successor
Holdco” has the meaning assigned to such term in Section 6.4(a)(vi).


 


“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 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.


 


“Total
Credit Exposure” means, as to any Lender at any time, the aggregate amount of the Revolving Credit Exposures and
unused Commitments of such Lender at such time.


 


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


 



    	 	27	 



     


    




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


 


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


 


“Transactions”
means the execution, delivery and performance by each Obligor of this Agreement and the other Loan Documents to which such Obligor
is intended to be a party and the consummation of the transactions contemplated thereby, the borrowing of Loans, the repayment
in full of all obligations under the Prior Credit Agreement, the use of the proceeds thereof, and the payment of all fees and expenses
to be paid on or prior to the Effective Date and owing in connection with the foregoing.


 


“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 Base Rate.


 


“U.K. Borrower”
means, individually and collectively, (a) Multi Packaging Solutions Limited, a limited company incorporated under the laws
of England and Wales with company number 08568993, having its registered office at Millennium Way West, Phoenix Centre, Nottingham,
NG8 6AW, United Kingdom, and (b) any additional Borrower designated pursuant to Section 2.4 organized under the laws
of England and Wales.


 


“U.K. Qualifying
Lender” means a Lender which is beneficially entitled to interest payable in respect of an advance under a Loan Document
and is (a) a Lender (i) that is a bank (as defined for the purpose of section 879 of the United Kingdom Income Tax Act 2007) making
an advance under a Loan Document or (ii) in respect of an advance made under a Loan Document by a Person that was a bank (as defined
for the purpose of section 879 of the United Kingdom Income Tax Act 2007) at the time such advance was made, and in either case
is subject to United Kingdom corporation tax on any payments of interest made with respect to such advance; (b) a Lender which
is (i) a company resident in the United Kingdom for United Kingdom tax purposes, (ii) a partnership, each member of which is (x)
a company resident in the United Kingdom for United Kingdom tax purposes, or (y) a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its
chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009) the whole of any share of interest payable
in respect of that advance that falls to it by reason of Part 17 of the Corporation Tax Act 2009, or (iii) a company not so resident
in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account
interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the Corporation
Tax Act 2009) of that company; or (c) a U.K. Treaty Lender.


 



    	 	28	 



     


    




“U.K. Tax
Confirmation” means confirmation by a Lender that the Person beneficially entitled to interest payable to such Lender
in respect of an advance under a Loan Document is either (a) a company resident in the United Kingdom for United Kingdom tax purposes,
(b) a partnership, each member of which is (i) a company resident in the United Kingdom for United Kingdom tax purposes, or (ii)
a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment
and which brings into account in computing its chargeable profits (within the meaning of section 19 of the Corporation Tax
Act 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the Corporation
Tax Act 2009, or (c) a company not so resident in the United Kingdom that carries on a trade in the United Kingdom through a permanent
establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within
the meaning of section 19 of the Corporation Tax Act 2009) of that company.


 


“U.K. Taxes”
means Taxes (including Other Taxes) imposed by the United Kingdom.


 


“U.K. Treaty”
has the meaning assigned to such term in the definition of “U.K. Treaty State”.


 


“U.K. Treaty
Lender” means a Lender that (a) is treated as a resident of a U.K. Treaty State for the purposes of a U.K. Treaty
and (b) does not carry on a business in the United Kingdom through a permanent establishment with which such Lender’s participation
is effectively connected.


 


“U.K. Treaty
State” means a jurisdiction party to an income tax treaty with the United Kingdom (a “U.K. Treaty”)
that makes provision for full exemption from tax imposed by the United Kingdom on interest.


 


“United
States” and “U.S.” mean the United States of America.


 


“Unrestricted
Subsidiary” means any Subsidiary which is designated as being an “Unrestricted Subsidiary” under and
pursuant to the terms of the Existing Credit Agreement.


 


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


 


“U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 2.16(g).


 


“USA Patriot
Act” has the meaning assigned to such term in the definition of “Anti-Terrorism Laws”.


 


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


 


“WestRock
Packaging Systems” has the meaning assigned to such term in the preamble hereto.


 



    	 	29	 



     


    




“Withholding
Agent” means any Obligor and Administrative Agent.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


“WRK International”
has the meaning assigned to such term in the preamble hereto.


 


“WRK Luxembourg”
has the meaning assigned to such term in the preamble hereto.


 


1.2             
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type
(e.g., a Eurodollar Loan). Borrowings also may be classified and referred to by Type (e.g., a Eurodollar
Borrowing).


 


1.3             
Interpretation. With reference to this Agreement and each other Loan Document, unless other specified herein or in such
other Loan Document:


 


(a)               
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (i) 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 or in any other Loan Document),
(ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (iii)
the words “herein”, “hereof”, and “hereunder”, and words of similar import when used in any
Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv)
unless otherwise specified, all references in any Loan Document to Sections, Exhibits, and Schedules shall be construed to refer
to Sections of, and Exhibits, and Schedules to, the Loan Document in which such references appear, (v) any reference to any law
shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference
to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented
from time to time, (vi) any table of contents, captions and headings are for convenience of reference only and shall not affect
the construction of this Agreement or any other Loan Document, and (vii) 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.


 


(b)              
In the computation of periods of time from a specified date to a later specified date, the word “from” means
“from and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”


 


1.4             
Rounding. Any financial ratios required to be maintained by Holdco and its Subsidiaries pursuant to this Agreement shall
be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number
of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up
if there is no nearest number).


 



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1.5             
Currency Equivalents. Administrative Agent shall determine the Spot Rates as of each Computation Date to be used for
calculating the Equivalent Amounts in 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. Except for purposes of financial statements delivered by Holdco hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable amount of any currency for purposes of the Loan Documents
shall be the Equivalent Amounts in Dollars thereof as determined in good faith by Administrative Agent.


 


1.6             
Accounting Terms; GAAP.


 


(a)               
Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations
hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP
applied on a basis consistent with the most recent audited consolidated financial statements of New Holdco and its consolidated
Subsidiaries delivered to the Lenders (or of the Parent and its consolidated Subsidiaries with respect to any period prior to the
initial delivery to the Lenders of audited consolidated financial statements of New Holdco any its consolidated Subsidiaries after
the Combination Date); provided that, if Holdco shall notify Administrative Agent that it wishes to amend any covenant in
Section 6.1 (or any component thereof) to eliminate the effect of any change in GAAP on the operation of such covenant
or such ratio (or if Administrative Agent notifies Holdco that the Required Lenders wish to amend Section 6.1 (or any
component thereof) for such purpose), then Holdco’s compliance with such covenant shall be determined on the basis of GAAP
in effect and as adopted by the Parent on December 31, 2017 (which, for the avoidance of doubt, shall exclude any prospective
changes to lease accounting under GAAP), until either such notice is withdrawn or such covenant is amended in a manner satisfactory
to Holdco and the Required Lenders.


 


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


 


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


 



    	 	31	 



     


    




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


 


1.7             
Luxembourg Terms. Any reference to (a) a lien or security interest includes any hypothèque, nantissement,
gage, privilège, sûreté réelle, droit de rétention and any type of real security in rem (sûreté
réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security; (b) a director
includes a gérant or an administrateur; (c) a “set-off” includes, for purposes of Luxembourg
law, legal set-off; or (d) attachment or similar creditors process means an executory attachment.


 


1.8             
Financial Statements. All references in this Agreement to the delivery of financial statements prior to the Combination
Date shall refer to the financial statements of the Parent and its Restricted Subsidiaries and not, for the avoidance of doubt,
to the financial statements of New Holdco, KapStone or any of their respective Restricted Subsidiaries.


 


2.                 
THE CREDITS


 


2.1             
The Commitments. Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly
with any other Lender, to make Loans to Borrowers from time to time during the Revolving Credit Availability Period, in any Offshore
Currency or Dollars, in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure
(determined in the Equivalent Amount in Euros as of the most recent Computation Date) exceeding such Lender’s Commitment
or (b) the aggregate Revolving Credit Exposures of all Lenders (determined in the Equivalent Amount in Euros as of the most recent
Computation Date) exceeding the aggregate Commitments of all Lenders. Within the foregoing limits and subject to the terms and
conditions set forth herein, Borrowers may borrow, prepay, and reborrow Loans.


 


2.2             
Loans and Borrowings.


 


(a)               
Obligations of Lenders. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type and currency
made by the Lenders ratably in accordance with their respective Commitments. 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.


 


(b)              
Type of Loans. Subject to Sections 2.7 and 2.13, each Borrowing shall be comprised entirely of Base Rate
Loans or Eurodollar Loans as Borrowers may request in accordance herewith; provided all Loans in an Offshore Currency shall
be Eurodollar Loans. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of Borrowers to
repay such Loan in accordance with the terms of this Agreement and (ii) the nonperformance of a Lender’s obligations by any
domestic or foreign branch or Affiliate of such Lender so nominated by it shall not relieve the Lender from its obligations under
this Agreement.


 



    	 	32	 



     


    




(c)               
Minimum Amounts; Limitation on Number of Borrowing. At the commencement of each Interest Period for any Eurodollar Borrowing,
such Borrowing shall be in a minimum aggregate principal amount equal to the applicable Borrowing Minimum or an integral multiple
of the applicable Borrowing Multiple in excess thereof; provided that a Eurodollar Borrowing may be in an aggregate principal
amount that is equal to the entire unused balance of the aggregate Commitments of all Lenders. At the time that each Base Rate
Borrowing is made, such Borrowing shall be in a minimum aggregate principal amount equal to the applicable Borrowing Minimum or
an integral multiple of the applicable Borrowing Multiple in excess thereof; provided that a Base Rate Borrowing may be
in an aggregate principal amount that is equal to the entire unused balance of the aggregate Commitments of all Lenders. Borrowings
of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total
of 5 Eurodollar Borrowings outstanding.


 


(d)              
Limitations on Lengths of Interest Periods. Notwithstanding any other provision of this Agreement, Borrowers shall not be
entitled to request, or to elect to convert to or continue as, a Eurodollar Borrowing, if the Interest Period requested with respect
thereto would end after the Maturity Date.


 


(e)               
Currency for each Borrowing. All Eurodollar Loans shall be made in any Offshore Currency or Dollars, as Borrowers may request
but subject to Section 4.2(c). All Base Rate Loans shall be made in Dollars.


 


2.3             
Requests for Borrowings. To request a Borrowing, Borrowers shall notify Administrative Agent of such request in writing,
which request must be received by Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of the proposed Borrowing, or (ii) in the case of a Base Rate Borrowing in
Dollars, not later than 3:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing. Each such Borrowing
Request shall be irrevocable and shall be in the form of Exhibit 2.3 and signed by Borrowers. Each Borrowing Request shall specify
the following information:


 


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


 


(b)              
the aggregate principal amount of the requested Borrowing;


 


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


 


(d)              
 in the case of a Eurodollar Borrowing, whether the requested Borrowing is to be denominated in Dollars, Euros or Sterling;


 


(e)               
 in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto (including specifying the duration
of such Interest Period and the last day of such Interest Period), which shall be a period contemplated by the definition of “Interest
Period”; and


 



    	 	33	 



     


    




(f)               
the location and number of a Borrower’s accounts or, in connection with the initial Borrowings on the Effective Date,
Person to which funds are to be disbursed, which shall comply with the requirements of Section 2.6.


 


If no election as to
the currency of Borrowing is specified, then the requested Borrowing shall be denominated in Euros. If no election as to the Type
of Borrowing is specified, then the requested Borrowing shall be a Base Rate Borrowing, if denominated in Dollars, or a Eurodollar
Borrowing, if denominated in an Offshore Currency. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, 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.


 


2.4             
Designation of Additional Borrowers. From time to time, Borrowers may designate Restricted Subsidiaries incorporated,
formed or otherwise organized in the United Kingdom, Germany or Luxembourg and reasonably satisfactory to Administrative Agent
as joint and several additional Borrowers under the Loans and such parties shall become a party to this Agreement pursuant to a
joinder agreement reasonably satisfactory to Administrative Agent; provided that Borrowers shall have delivered (a) a written
opinion (addressed to Administrative Agent and the Lenders) of counsel to such new Borrowers regarding the Loan Documents and such
other matters as Administrative Agent shall reasonably request, (b) such documents and certificates as Administrative Agent may
reasonably request relating to the organization, existence and good standing of such new Borrowers consistent with those delivered
by Borrowers on the Effective Date and (c) to each of the Lenders, all documentation and other information reasonably requested
by the Lenders relating to the additional Borrowers required by the applicable Governmental Authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including the USA Patriot Act or applicable anti-corruption
statutes, including the U.S. Foreign Corrupt Practices Act of 1977, as amended. Each Borrower shall be jointly and severally liable
with respect to all Obligations.


 


2.5             
[Reserved].


 


2.6             
Funding of Borrowings.


 


(a)               
Funding by Lenders. 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 (i) in the case of Eurodollar Loans in an Offshore Currency, 9:00 a.m., New York City time, and
(ii) in the case of Base Rate Loans or Eurodollar Loans in Dollars, 9:30 a.m., New York City time, in each case, to the account
of Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Administrative Agent will make
such Loans available to Borrowers by (i) in the case of Eurodollar Loans in an Offshore Currency, 9:00 a.m., New York City time,
and (ii) in the case of Base Rate Loans or Eurodollar Loans in Dollars by 9:30 a.m., New York City time, in each case, to the account
or accounts designated by Borrowers in the applicable Borrowing Request.


 


(b)              
Presumption by Administrative Agent. Unless 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 Administrative Agent such Lender’s share of such Borrowing,
Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6(a)
and may, in reliance upon such assumption but without any obligation to do so, make available to Borrowers a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the
applicable Lender on the one hand and Borrowers on the other severally agree to pay to 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 any
Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender,
for the first 3 Business Days the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in
accordance with banking industry rules on interbank compensation and thereafter at the Base Rate and (ii) in the case of a payment
to be made by Borrowers, the interest rate applicable to Base Rate Loans. If Borrowers and such Lender shall pay such interest
to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrowers the amount
of such interest paid by Borrowers for such period. If such Lender pays its share of the applicable Borrowing to Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrowers shall
be without prejudice to any claim Borrowers may have against a Lender that shall have failed to make such payment to Administrative
Agent. A notice of Administrative Agent to any Lender or Borrowers with respect to any amount owing under this Section 2.6(b)
shall be conclusive, absent manifest error.


 



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(c)               
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to
Section 9.3(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 9.3(c)
on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 9.3(c).


 


2.7             
Interest Elections.


 


(a)               
Elections by Borrowers for Borrowings. 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 specified in such Borrowing Request.
Thereafter, subject to the requirements of Sections 2.13 and 2.15, 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; provided that all Loans in an Offshore Currency shall be Eurodollar Loans. 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.


 


(b)              
Notice of Elections. To make an election pursuant to this Section, Borrowers shall notify Administrative Agent of such election
by telephone or by emailing an Interest Election Request to Administrative Agent, in either case by the time that a Borrowing Request
would be required under Section 2.3 if Borrowers were requesting a Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each Interest Election Request (whether by telephone or email) shall be irrevocable
and any telephonic request shall be confirmed promptly by hand delivery, email or telecopy to Administrative Agent of a written
Interest Election Request in the form of Exhibit 2.7 and signed by Borrowers.


 



    	 	35	 



     


    




(c)               
Information in Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.2:


 


(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) of this Section 2.7(c) 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 a Base Rate Borrowing or a Eurodollar Borrowing; and


 


(iv)            
if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto (by specifying the duration
of such Interest Period and the last day of such Interest Period) after giving effect to such election, which shall be a period
contemplated by the definition of “Interest Period”.


 


If any such Interest
Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then Borrowers shall be deemed to have
selected an Interest Period of one month’s duration.


 


(d)              
Notice by Administrative Agent to Lenders. Promptly following receipt of an Interest Election Request, Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)               
Failure to Elect; Default. If a Borrower fails to deliver a timely and properly completed 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 a Base Rate Borrowing; 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 month. Notwithstanding any contrary provision hereof, if a Default has occurred and is
continuing and Administrative Agent, at the request of the Required Lenders, so notifies Parent, then, so long as such 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 a Base Rate 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 month.


 


(f)               
Initial Interest Elections. Anything in Section 2.2 or this Section 2.7 to the contrary notwithstanding,
Borrowers may not select a Eurodollar Borrowing as a Borrowing on the Effective Date unless Administrative Agent receives the applicable
Borrowing Request not later than 11:00 a.m., New York City time, 3 Business Days prior to the Effective Date, together with an
indemnity agreement from Administrative Borrower on behalf of Borrowers agreeing to pay losses to the extent required by Section 2.15,
in form and substance reasonably acceptable to Administrative Agent.


 



    	 	36	 



     


    




2.8             
Termination and Reduction of the Commitments


 


(a)               
Scheduled Termination. Unless previously terminated in accordance with the terms hereof, the Commitments shall terminate
on the Maturity Date.


 


(b)              
Voluntary Termination or Reduction. Borrowers may at any time terminate, or from time to time reduce, the Commitments; provided
that (i) each reduction of the Commitments pursuant to this Section shall be in an amount that is €2,000,000 or a larger
multiple of €1,000,000 in excess thereof and (ii) Borrowers shall not terminate or reduce the Commitments if, after giving
effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate Revolving Credit Exposures
of all Lenders would exceed the aggregate Commitments of all Lenders.


 


(c)               
Notice of Voluntary Termination or Reduction. Borrowers shall notify Administrative Agent of any election to terminate or
reduce the Commitments under Section 2.8(b) by no later than 11:00 a.m., New York City time, at least 3 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, Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by
Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered
by Borrowers may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case
such notice may be revoked by Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.


 


(d)              
Effect of Termination or Reduction. Any termination or reduction of the Commitments shall be permanent. Each reduction of
the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. All commitment fees accrued
on the portion of the Commitments terminated until the effective date of such termination of the Commitments shall be paid on the
effective date of such termination.


 


2.9             
Repayment of Loans; Evidence of Debt.


 


(a)               
Repayment. Each Borrower, jointly and severally, hereby unconditionally promises to pay to Administrative Agent for the
ratable account of the Lenders the aggregate outstanding principal amount of the Loans on the Maturity Date or any earlier date
of termination of this Agreement or acceleration of the Loans due hereunder in accordance with the terms hereof.


 


(b)              
Manner of Payment. Each repayment or prepayment of Borrowings shall be applied to repay any outstanding Base Rate Loan Borrowings
before any other Borrowings.


 


(c)               
Maintenance of Loan Accounts by Lenders and Administrative Agent. Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of 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. Administrative Agent
shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder and the Type and currency 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 Borrowers to each Lender hereunder, and (iii) the amount of any sum received by Administrative Agent hereunder for the account
of the Lenders and each Lender’s share thereof.


 



    	 	37	 



     


    




(d)              
Effect of Entries. The entries made in the accounts maintained pursuant to Section 2.9(c) shall be conclusive
evidence of the existence and amounts of the obligations recorded therein, absent manifest error; provided that the failure
of any Lender or Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of Borrowers to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the accounts
maintained by any Lender and the accounts of Administrative Agent in respect of such matters, the accounts of Administrative Agent
shall control in the absence of manifest error.


 


2.10         
Prepayment of Loans.


 


(a)               
Optional Prepayments. Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole
or in part, subject to the requirements of this Section and Section 2.15.


 


(b)              
Mandatory Prepayments. If on any relevant Computation Date, the aggregate outstanding Revolving Credit Exposures of all
Lenders shall exceed the aggregate Commitments of all Lenders (unless such excess is solely as a result of currency fluctuations),
then Borrowers shall immediately prepay the applicable Borrowings in an amount sufficient to eliminate such excess.


 


(c)               
Order of Application to Loans. Each such prepayment of a Borrowing made under Section 2.10(a) or (b) shall be
applied to the Loans comprising such Borrowing on a pro rata basis, and shall be applied first ratably to Base Rate Borrowings
(if such prepayment is in Dollars) and then to Eurodollar Borrowings in direct order of Interest Period maturities. If an Event
of Default has occurred and is continuing at the time of any such mandatory repayment, the proceeds thereof shall be applied in
the manner specified in Section 7.2.


 


(d)              
Notices, Etc.


 


(i)                
Borrowers shall notify Administrative Agent in writing of any optional prepayment under Section 2.10(a), (A)
in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, 3 Business Days before
the date of prepayment, and (B) in the case of prepayment of a Base Rate Borrowing, not later than 11:00 a.m., 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 a notice of prepayment may state that such notice
is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by Borrowers
(by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following
receipt of any such notice, Administrative Agent shall advise the relevant Lenders of the contents thereof.


 


(ii)              
Promptly following receipt of any prepayment notice relating to a Borrowing or such certificate relating to a prepayment,
Administrative Agent shall advise the Lenders of the contents thereof and of the amount of such Lender’s ratable portion
of such prepayment.


 


(iii)            
Each partial prepayment of any Borrowing shall be in an amount such that the remaining amount outstanding of each Borrowing
would be permitted in the case of a Borrowing of the same Type as provided in Section 2.2, except as necessary to apply
fully the required amount of a mandatory prepayment under Section 2.10(b).


 



    	 	38	 



     


    




(iv)            
Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and any amounts
required by Section 2.15 and shall be made in the manner specified in Section 2.9(b) and this Section 2.10.


 


2.11         
Fees.


 


(a)               
Commitment Fee. Borrowers agree, jointly and severally, to pay to Administrative Agent for the account of each Lender a
commitment fee, which shall accrue at a per annum rate equal to the Applicable Margin set forth under “Commitment Fee Rate”
in effect at such time on the daily amount equal to such Lender’s Commitment minus the aggregate principal amount
of the outstanding Loans of such Lender for each date during the period from and including the Effective Date to but excluding
the earlier of the date such Commitment terminates and the Maturity Date. Accrued commitment fees through and including each Quarterly
Date shall be payable on the second Business Day following such Quarterly Date and on the earlier of the date the Commitments terminate
and the Maturity Date, commencing on the first such date to occur after the Effective Date. 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).


 


(b)              
Administrative Agent Fees. Borrowers agree, jointly and severally, to pay to Administrative Agent, for its own account,
fees payable in the amounts and at the times separately agreed upon between Borrowers and Administrative Agent and such other fees
required by the Fee Letter.


 


(c)               
Payment of Fees. All fees payable hereunder shall be paid on the dates due, in immediately available funds in Euros, to
Administrative Agent for distribution, other than in the case of fees payable solely for the account of Administrative Agent, to
the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.


 


2.12         
Interest.


 


(a)               
Base Rate Loans. The Loans comprising each Base Rate Borrowing shall bear interest at a rate per annum equal to the Base
Rate plus the Applicable Margin.


 


(b)              
Eurodollar Loans. The Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted
LIBO Rate for the Interest Period and currency in effect for such Borrowing plus the Applicable Margin.


 


(c)               
Default Interest. If any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder
is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest at the
Default Rate.


 


(d)              
Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan
and upon termination of the Commitments (or earlier date of termination of this Agreement or acceleration of the Loans due hereunder
pursuant to the terms hereof); provided that (i) interest accrued pursuant to Section 2.12(c) shall be payable
on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Base Rate Loan prior to the
Maturity Date), 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 Borrowing prior to the end of the current Interest Period therefor,
accrued interest on such Borrowing shall be payable on the effective date of such conversion. Borrowers’ obligations under
this Section 2.12(d) shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.


 



    	 	39	 



     


    




(e)               
Computation. All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable
for the actual number of days elapsed (including the first day but excluding the last day); provided interest on Base Rate
Loans accruing interest at the Prime Rate and Offshore Currency Loans denominated in Sterling shall be calculated on the basis
of a year of 365 days (or 366 days, as the case may be) for the actual numbers of days elapsed. The applicable Base Rate or Adjusted
LIBO Rate shall be determined by Administrative Agent, and such determination shall be conclusive absent manifest error.


 


2.13         
Alternate Rate of Interest; Illegality. If prior to the commencement of any Interest Period
for a Eurodollar Borrowing:


 


(a)               
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or


 


(b)              
Administrative Agent is advised (i) by Lenders having Total Credit Exposures representing more than 50% of the Total Credit
Exposures of all Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to
such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period, or (ii) any Lender determines
that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender
or its applicable lending office to make, maintain, or fund Eurodollar Loans, or to determine or charge interest rates based upon
the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase
or sell, or to take deposits of, Dollars or any Offshore Currency in the London or Euro-zone interbank market,


 


then Administrative Agent shall give notice
thereof to Borrowers and the Lenders as promptly as practicable thereafter, (x) in the case of any Loan denominated in Dollars,
from and after the date on which Borrowers receive notice thereof until the date on which such circumstances ceases, in the case
of clauses (a) and (b)(i) above, all Lenders’ and, in the case of clause (b)(ii) above, the affected Lender’s,
Loans denominated in Dollars shall bear interest at a rate per annum equal to the Applicable Margin plus the Base Rate,
and (y) in the case of any Loan denominated in any Offshore Currency, during the 30-day period next succeeding the date of any
such notice (the “Negotiation Period”), Administrative Agent (in consultation with the Lenders) and Borrowers
will negotiate in good faith for the purpose of agreeing upon an alternative, mutually acceptable basis (the “Substitute
Basis”) for determining the rate of interest to be applicable to the Loans denominated in an Offshore Currency for
such Interest Period. If at the expiry of the Negotiation Period, the Required Lenders, Administrative Agent, and Borrowers have
agreed upon a Substitute Basis, the Substitute Basis shall be binding on all parties and be retroactive to, and take effect from,
the beginning of such Interest Period. If at the expiry of the Negotiation Period, a Substitute Basis shall not have been agreed
upon pursuant to this paragraph, Administrative Agent shall notify each Lender of such failure to agree to a Substitute Basis and,
within five Business Days after receipt of such notice (or as soon thereafter as may be practicable), each such Lender shall notify
Borrowers (through Administrative Agent) of the cost to such Lender (as determined by it in good faith) of funding and maintaining
such Loan denominated in an Offshore Currency for such Interest Period; and the interest payable to such Lender on such Loan for
such Interest Period shall be determined in good faith (which determination shall be binding absent manifest error) at a rate per
annum equal to the Applicable Margin plus the weighted average (as determined by Administrative Agent, which shall be conclusive
absent manifest error) of the cost to the Lenders of funding and maintaining such Loan denominated in an Offshore Currency, as
applicable, for such Interest Period as so notified by the Lenders; provided that, if any Lender does not notify Administrative
Agent of such costs within such period, such cost shall not be included by Administrative Agent in such calculation. Each Lender
agrees to use reasonable efforts to avoid or minimize costs to Borrowers under this Section 2.13(b) to the extent set forth
in Section 2.18(a). The procedures specified in this Section 2.13(a) and (b) shall apply to each Interest
Period succeeding the first Interest Period to which they were applied unless and until Administrative Agent shall determine in
consultation with the Required Lenders (or, in the case of Section 2.13(b)(ii), the affected Lender(s)) that the conditions
referred to in this Section 2.13(a) and (b) no longer exist.


 



    	 	40	 



     


    




(c)               
Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Administrative
Agent reasonably determines (which determination shall be conclusive absent manifest error), or Borrowers or Required Lenders notify
Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowers) that Borrowers or Required Lenders (as applicable)
have determined, that:


 


(i)                
adequate and reasonable means do not exist for ascertaining the LIBO Rate for the currency of a Loan for any requested Interest
Period, including, without limitation, because the LIBOR Screen Rate for such currency is not available or published on a current
basis and such circumstances are unlikely to be temporary;


 


(ii)              
the administrator of the LIBOR Screen Rate for the currency of a Loan or a Governmental Authority having jurisdiction over
Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate for such currency or the
LIBOR Screen Rate for such currency shall no longer be made available, or used for determining the interest rate of loans (such
specific date, the “Scheduled Unavailability Date”); or


 


(iii)            
either (A) the Existing Credit Agreement or (B) syndicated loans currently being executed, or that include language
similar to that contained in this Section, are incorporating or being amended to incorporate or adopt (as applicable) a new benchmark
interest rate to replace the LIBO Rate for such currency,


 


then, reasonably promptly after such determination
by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent and Borrowers shall
amend this Agreement to replace the LIBO Rate for the applicable currency with an alternate benchmark rate (including any mathematical
or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then prevailing
market convention for determining interest rates for loans for similar Euro- or multi-currency denominated syndicated credit facilities
and under the Existing Credit Agreement (any such proposed rate, a “LIBOR Successor Rate”), together
with any proposed LIBOR Successor Rate Conforming Changes and, notwithstanding anything in Section 9.2 to the contrary,
any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Administrative Agent shall
have posted such proposed amendment to all Lenders and Borrowers unless, prior to such time, Lenders comprising the Required Lenders
have delivered to Administrative Agent written notice that such Required Lenders do not accept such amendment. If either the circumstances
set forth in clause (i) above exist or the Scheduled Unavailability Date has occurred, as applicable, and no LIBOR Successor Rate
has been determined, Administrative Agent will promptly so notify Borrowers and each Lender. Thereafter, until the effectiveness
of the amendment contemplated by this paragraph (x) the obligation of the Lenders to make or maintain Eurodollar Loans in
the applicable currency shall be suspended, (to the extent of the affected Eurodollar Loans or Interest Periods in the applicable
currency), and (y) if the impacted LIBO Rate is for Dollars, the Adjusted LIBO Rate component shall no longer be utilized in determining
the Base Rate. Upon receipt of such notice, Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation
of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have
converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified
therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such
LIBOR Successor Rate be less than zero for purposes of this Agreement.


 



    	 	41	 



     


    




2.14         
Increased Costs.


 


(a)               
Increased Costs Generally. If any Change in Law shall:


 


(i)                
impose, modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge, or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve
requirement reflected in the Adjusted LIBO Rate);


 


(ii)              
subject any Recipient to any Taxes (other than (A) Indemnified Taxes; (B) Taxes described in clauses (b) through (d) of
the definition of “Excluded Taxes”, and (C) Connection Income Taxes) on its loans, loan principal, letters of
credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)            
impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this
Agreement or Eurodollar Loans made by such Lender or participation therein;


 


and the result of any
of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining
any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable
by such Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such
Lender or such other Recipient, Borrowers will pay to such Lender or other Recipient, as the case may be, such additional amount
or amounts as will compensate such Lender, or such other Recipient, as the case may be, for such additional costs incurred or reduction
suffered.


 


(b)              
Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such
Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect
of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any,
as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which
such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such
Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity),
then from time to time Borrowers will pay to such Lender, as the case may be, such additional amount or amounts as will compensate
such Lender or such Lender’s holding company for any such reduction suffered.


 



    	 	42	 



     


    




(c)               
Certificates for Reimbursement. A certificate of a Lender or other Recipient setting forth the amount or amounts necessary
to compensate such Lender or other Recipient or its holding company, as the case may be, as specified in Section 2.14(a)
or 2.14(b) and delivered to Borrowers shall be conclusive absent manifest error. Borrowers shall pay such Lender or other
Recipient, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 


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


 


2.15         
Compensation for Losses. 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 or any mandatory prepayment), (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 Loan on the date specified in any notice delivered pursuant hereto (regardless of whether
such notice is permitted to be revocable under Section 2.10(d) and is revoked in accordance herewith), 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 Borrowers
pursuant to Section 2.18(b), then, in any such event, Borrowers shall compensate each Lender for the loss, cost or
expense attributable to such event, but not for any loss of anticipated profits and any loss or expense arising from the liquidation
or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds
were obtained. Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by Borrowers to the Lenders under this Section 2.15, each Lender shall
be deemed to have funded each Eurodollar Loan made by it at the Adjusted LIBO Rate for such Loan by a matching deposit or other
borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar
Loan was in fact so funded. 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 a Borrower and shall be conclusive absent manifest error. Borrowers shall pay such
Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


 


2.16         
Taxes.


 


(a)               
Defined Terms. For purposes of this Section 2.16, the term “applicable law” includes FATCA.


 



    	 	43	 



     


    




(b)              
Payments Free of Taxes. Any and all payments by or on account of any obligation of any Obligor 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 Obligor 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or
withholding been made.


 


(c)               
Payment of Other Taxes by the Obligors. The Obligors shall timely pay to the relevant Governmental Authority in accordance
with applicable law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)              
Indemnification by the Obligors. The Obligors 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 a Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf
or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)               
Evidence of Payments. As soon as practicable after any payment of Taxes by any Obligor to a Governmental Authority pursuant
to this Section 2.16, such Obligor shall deliver to 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 Administrative Agent.


 


(f)               
Indemnification by the Lenders. Each Lender shall severally indemnify Administrative Agent, within 10 days after demand
therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor has not already indemnified
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Obligors to do so), (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 9.4(e) 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 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 Administrative Agent shall be conclusive absent manifest error. Each Lender hereby
authorizes 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 Administrative Agent to the Lender from any other source against any amount due to Administrative Agent
under this Section 2.16(f).


 



    	 	44	 



     


    




(g)              
Status of Lenders.


 


(i)                
Except with respect to withholding Taxes imposed by the U.K. or Luxembourg, which are governed by paragraphs (i), (j) and
(k) of this Section 2.16, 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 Borrowers and Administrative Agent, at the time or times reasonably requested
by Borrowers or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrowers or 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 Borrowers or Administrative Agent, shall deliver such other documentation prescribed by applicable law
or reasonably requested by Borrowers or Administrative Agent as will enable Borrowers or 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 clauses (A), (B), and (D) of Section 2.16(g)(ii)) shall not be required if in the Lender’s reasonable
judgment such completion, execution, or submission would subject such Lender to any material unreimbursed cost or expense or would
materially prejudice the legal or commercial position of such Lender.


 


(ii)              
Without limiting the generality of the foregoing,


 


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


 


(B)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and 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 Borrowers or Administrative Agent), whichever
of the following is applicable:


 


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


 


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


 



    	 	45	 



     


    




(3)              
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c)
of the Code, (I) a certificate substantially in the form of Exhibit 2.16-1 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 the Obligors
within the meaning of Section 871(h)(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 (II) executed originals of IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable; or


 


(4)              
to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form
W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.16-2
or Exhibit 2.16-3, 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 2.16-4
on behalf of each such direct and indirect partner;


 


(C)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and 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 Borrowers or 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
Borrowers or 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 Borrowers and Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by Borrowers or 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 Borrowers or Administrative Agent as may be necessary for Borrowers and 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.


 



    	 	46	 



     


    




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 Borrowers and Administrative Agent in writing of its legal inability to do so.


 


(h)              
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 2.16 (including by the payment of
additional amounts pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such refund
(but only to the extent of indemnity payments made under this Section 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 Section 2.16(h) (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. Notwithstanding anything to the contrary in this Section 2.16(h),
in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.16(h)
the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would
have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.16(h)
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.


 


(i)                
U.K. Taxes. To the extent (if any) that U.K. Taxes apply to any payment made under any Loan Document, Borrowers shall not
be required to make any increased payment to a Lender under this Section, or to indemnify any Lender under this Section, Section 2.14
or Section 9.3 with respect to U.K. Taxes on any payment made under a Loan Document if, on the date such payment is due:


 


(i)                
such payment could have been made to such Lender without imposition of U.K. Taxes if such Lender had been a U.K. Qualifying
Lender, but on the date of such payment, such Lender is not, or has ceased to be, a U.K. Qualifying Lender (other than as a result
of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application
of) any law or treaty, or any published practice or published concession of any relevant taxing authority);


 


(ii)              
the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (b) of the definition of U.K. Qualifying Lender
and (x) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”)
under section 931 of the United Kingdom Income Tax Act of 2007 which relates to the payment and that Lender has received from Borrowers
making the payment or from Parent a certified copy of that Direction, and (y) the payment could have been made to the Lender without
any tax deduction if that Direction had not been made;


 


(iii)            
the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (b) of the definition of U.K. Qualifying Lender
and (x) the relevant Lender has not given a U.K. Tax Confirmation to Parent, and (y) the payment could have been made to the Lender
without any U.K. tax deduction if the Lender had given a U.K. Tax Confirmation to Parent, on the basis that the U.K. Tax Confirmation
would have enabled Parent to have formed a reasonable belief that the payment was an “excepted payment” for the purpose
of section 930 of the United Kingdom Income Tax Act of 2007; or


 



    	 	47	 



     


    




(iv)            
such Lender is a U.K. Treaty Lender and Borrowers are able to demonstrate that such payment could have been made to such
Lender without imposition of U.K. Taxes had such Lender complied with its obligations set forth in clause (j) below.


 


(j)                
UK Treaty Lenders. A U.K. Treaty Lender shall, upon the written request of Borrowers, cooperate in completing any procedural
formalities reasonably necessary for and specifically requested by Borrowers to obtain authorization to make payments under a Loan
Document to any U.K. Treaty Lender without imposition of U.K. Taxes. Within thirty days of making either a deduction for U.K. Taxes
or any payment required in connection therewith, Borrower making the deduction shall deliver to Administrative Agent for the Lender
entitled to the payment a statement under section 975 of the United Kingdom Income Tax Act of 2007 or other evidence reasonably
satisfactory to that Lender that the tax deduction has been made or (as applicable) any appropriate payment paid to the relevant
taxing authority.


 


(k)              
Luxembourg Taxes. (i) Notwithstanding anything to the contrary in any other provision of this Section 2.16, in the
case of any Luxembourg Loan, no payment by any Obligor under any Loan Document to that Lender in connection with that Luxembourg
Loan (an “Applicable Luxembourg Payment”) shall be increased pursuant to Section 2.16(b) by reason
of any deduction or withholding on account of Taxes imposed by Luxembourg (a “Luxembourg Tax Deduction”)
and no Obligor shall be liable to make any payment under section 2.16(d) to a Lender as a result of or in connection with any such
Luxembourg Tax Deduction if, on the date on which the Applicable Luxembourg Payment falls due, such Luxembourg Tax Deduction is
required by virtue of the so-called Luxembourg Relibi Law dated 23 December 2005, as amended.


 


(ii)              
Without limiting the provisions of Section 2.16(k)(i), a Lender and each relevant Obligor which makes a payment to
which that Lender is entitled shall, upon the written request of Borrowers, cooperate in completing any procedural formalities
reasonably necessary for that Obligor to obtain authorization to make that payment without a Luxembourg Tax Deduction.


 


(l)                
Survival. Each party’s obligations under this Section 2.16 shall survive the resignation or replacement
of 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.


 


2.17         
Payments Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)               
Payments by the Obligors. Each Obligor shall make each payment required to be made by it hereunder (whether of principal,
interest, fees or under Section 9.3 or otherwise) or under any other Loan Document (except to the extent otherwise
provided therein) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without condition
or deduction for any counterclaim, defense, recoupment or set-off. Any amounts received after such time on any date may, in the
discretion of 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 Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at such account as Administrative Agent may designate to Borrowers in writing from time to time, except (i) as
otherwise expressly provided in the relevant Loan Document, and (ii) that payments pursuant to Sections 2.14,
2.15, 2.16, and 9.3 shall be made directly to the Persons entitled thereto. 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
in like funds as received by wire transfer to such Lender’s lending office as specified in its Administrative Questionnaire
or such other office as notified in writing by such Lender to Administrative Agent. 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. Except as set forth below in
clause (h) of this Section, all payments hereunder or under any other Loan Document shall be made in Euros.


 



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(b)              
Application of Insufficient Payments. If at any time insufficient funds are received by and available to Administrative
Agent to pay fully all amounts of principal, interest, and fees then due hereunder, such funds shall be applied (i) first, to pay
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, to pay principal then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of principal then due to such parties.


 


(c)               
Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of, or conversions or continuation
of, Loans shall be allocated pro rata among the Lenders according to the amounts of their Commitments (in the case of the making
of Loans) or their respective Loans (in the case of conversions and continuations of Loans); (ii) each payment of commitment fees
under Section 2.11 (a) shall be made for account of the Lenders; (iii) each termination or reduction of the amount
of the Commitments under Section 2.8 shall be applied to the Commitments of the Lenders, pro rata according to the
amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans by Borrowers shall be made
for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (v)
each payment of interest on Loans under any Borrowing by Borrowers shall be made for account of the Lenders pro rata in accordance
with the amounts of interest on the Loans under such Borrowing then due and payable to the respective Lenders.


 


(d)              
Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of its Loans in excess of its ratable share of the aggregate principal
amount of outstanding Loans and accrued interest thereon, then such Lender shall notify Administrative Agent of such fact and shall
purchase (for cash at face value) participations in the 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; 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 Section 2.17(d) shall not be construed to apply
to any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement (including the application
of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans to any assignee or participant, other than to Holdco or any Subsidiary or Affiliate
thereof (as to which the provisions of this Section 2.17(d) shall apply). Each Obligor consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Obligor rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Obligor in the amount of such participation.


 



    	 	49	 



     


    




(e)               
Presumptions of Payment. Unless Administrative Agent shall have received notice from Borrowers prior to the date on which
any payment is due to Administrative Agent for the account of the Lenders hereunder that Borrowers will not make such payment,
Administrative Agent may assume that Borrowers have made such payment on such date in accordance herewith and may, in reliance
upon such assumption but without any obligation to do so, distribute to the Lenders the amount due. In such event, if Borrowers
have not in fact made such payment, then each of the Lenders severally agrees to repay to Administrative Agent forthwith on demand
the amount so distributed to such Lender 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 Administrative Agent, for the first 5 Business Days at the greater of the Federal
Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation
and thereafter at the Base Rate. A notice of Administrative Agent to any Lender or Borrowers with respect to any amount owing under
this Section 2.17(e) shall be conclusive, absent manifest error.


 


(f)               
Certain Deductions by Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant
to this Agreement (including Sections 2.6(b) and 2.17(e)), then Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by 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.


 


(g)              
Return of Proceeds. If at any time payment, in whole or in part, of any amount distributed by Administrative Agent hereunder
is rescinded or must otherwise be restored or returned by Administrative Agent as a preference, fraudulent conveyance, or otherwise
under any Debtor Relief Law, then each Person receiving any portion of such amount agrees, upon demand, to return the portion of
such amount it has received to Administrative Agent together with a pro rata portion of any interest paid by or other charges imposed
on Administrative Agent in connection with such rescinded or restored payment.


 


(h)              
Currency of Payments. 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 2.11(a) shall be payable in Euros. All payments
of fees to Administrative Agent for its own account as set forth in the Fee Letter shall be paid in Euros. All payments made to
reimburse Administrative Agent or any Lender for any costs, expenses, or other amounts pursuant to Section 9.3 or any other
Loan Document shall be made in the currency in which such obligation to be reimbursed is invoiced or incurred.


 



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2.18         
Mitigation Obligations; Replacement of Lenders.


 


(a)               
Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if any
Obligor is 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 2.16, or if any Lender gives a notice pursuant to Section 2.13(b) suspending
its obligation to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans (a “Eurodollar
Illegality Notice”), then such Lender shall (at the request of Borrowers) use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.14 or 2.16, or eliminate the need for the notice pursuant to Section 2.13(b),
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. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.


 


(b)              
Replacement of Lenders. If any Lender requests compensation under Section 2.14, if 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 2.16, or if a Lender provides a Eurodollar Illegality Notice and, in each case, such Lender has declined
or is unable to designate a different lending office in accordance with Section 2.18(a), or if any Lender is a Defaulting
Lender or a Non-Consenting Lender, then Borrowers may, at Borrowers’ sole expense and effort, upon notice to such Lender
and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 9.4), all its interests, rights (other than its existing rights to
payments pursuant to Section 2.14 or 2.16) and obligations under this Agreement and the other Loan Documents
to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if such Lender accepts such assignment);
provided that (i) Borrowers shall have paid to Administrative Agent the assignment fee (if any) specified in Section 9.4,
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.15),
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrowers (in the case of all
other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14
or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation
or payments thereafter, (iv) in the case of any such assignment resulting from a Lender’s delivery of a Eurodollar Illegality
Notice, such assignee will not be entitled to deliver a Eurodollar Illegality Notice under Section 2.13(b), (v) such
assignment does not conflict with applicable law, and (vi) in the case of any assignment resulting from a Lender becoming
a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Each Lender
agrees that if Borrowers exercise their option hereunder, it shall promptly execute and deliver all agreements and documentation
necessary to effectuate such assignment as set forth in Section 9.4. If such Lender shall refuse or fail to execute
and deliver any such Assignment and Assumption prior to the effective date of such replacement as notified by Administrative Agent,
such Lender shall be deemed to have executed and delivered such Assignment and Assumption, and shall no longer be a Lender hereunder
upon the payment to such Lender of an amount equal to the aggregate amount of outstanding Obligations owed to such Lender in accordance
with the wire transfer instructions for such Lender on file with Administrative Agent. 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
Borrowers to require such assignment and delegation cease to apply.


 



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2.19         
Increases of the Commitments; Adjustments to Commitments.


 


(a)               
Following the Effective Date, Borrowers may from time to time through the Maturity Date, propose to increase the aggregate
amount of the Commitments (each, an “Incremental Commitment”) in accordance with this Section by delivering
a Notice of Incremental Commitment to Administrative Agent substantially in the form of Exhibit 2.19 (a “Notice of
Incremental Commitment”). Each Notice of Incremental Commitment delivered by Borrowers shall be binding upon all
Obligors. At the time of delivery of each Notice of Incremental Commitment, Borrowers shall also deliver to Administrative Agent
a certificate of a Responsible Officer of Holdco certifying that no Default or Event of Default then exists or would be caused
thereby.


 


(b)              
The aggregate principal amount of all Incremental Commitments made pursuant to this Section shall not exceed €100,000,000;
provided that each Incremental Commitment must be in a minimum aggregate principal amount equal to the applicable Borrowing
Minimum or an integral multiple of the applicable Borrowing Multiple. Borrowers shall provide at least 10 days’ prior notice
(or such shorter period as Administrative Agent may reasonably agree) to Administrative Agent (which shall promptly provide a copy
of such notice to the Lenders, as applicable) of any requested Incremental Commitment.


 


(c)               
Administrative Agent shall deliver a copy of each Notice of Incremental Commitment to such Lenders or other Persons that
qualify as an Eligible Assignee as may be determined by Administrative Agent in its reasonable discretion with the approval of
Borrowers or as may be specified by Borrowers with the consent of Administrative Agent. No Lender shall have any obligation to
increase its Commitment and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently
from any other Lender.


 


(d)              
If Administrative Agent receives commitments from Lenders and/or from any other Person that (i) qualifies as an Eligible
Assignee and is reasonably acceptable to Borrowers and Administrative Agent and (ii) has agreed to become a Lender in respect of
all or a portion of the Incremental Commitment (an “Additional Lender”), in excess of the requested Incremental
Commitment, Administrative Agent and Borrowers may agree to reduce and reallocate (within the minimum and maximum amounts specified
by each such Lender or Additional Lender in its notice to Administrative Agent) the shares of the Incremental Commitment of the
Lenders or Additional Lenders willing to fund (or commit to fund) such Incremental Commitment so that the total committed Incremental
Commitment equals the requested Incremental Commitment. If Administrative Agent does not receive commitments from Lenders (or Additional
Lenders) in an amount sufficient to fund the requested Incremental Commitment, Administrative Agent shall so notify Borrowers and
the request for Incremental Commitment shall be deemed automatically rescinded; provided that Borrowers may submit a replacement
Notice of Incremental Commitment setting forth different terms for the requested Incremental Commitment.


 



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(e)               
An increase in the aggregate amount of the Lenders’ Commitments, pursuant to this Section shall become effective upon
the receipt by Administrative Agent of an agreement in form and substance reasonably satisfactory to Administrative Agent and Borrowers
signed by each Obligor, by each Additional Lender and by each existing Lender whose Commitment is to be increased, setting forth
the new Pro Rata Share and Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party
to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together with officer’s certificates
and ratification agreements executed by each Obligor and such evidence of appropriate corporate authorization on the part of each
Obligor with respect to the requested Incremental Commitment and such opinions of counsel for the Obligors with respect to the
requested Incremental Commitment and other assurances as Administrative Agent may reasonably request. Notwithstanding any other
provision of this Agreement or any other Loan Document, this Agreement and the other Loan Documents may be amended by Administrative
Agent and Borrowers (which amendment shall not require the consent of any Lender, other than, solely in the case of this Agreement,
the Additional Lenders and by any existing Lenders whose Commitments are to be increased) in order to make any modifications, if
necessary, to provide for Incremental Commitments and Loans thereunder. If, after giving effect to any Incremental Commitment,
the outstanding Loans would not be held pro rata in accordance with the new Commitments, the Lenders (including, without limitation,
any Additional Lenders) shall, on the effective date of the applicable Incremental Commitment, make advances among themselves so
that after giving effect thereto the Loans will be held by the Lenders (including, without limitation, any Additional Lenders),
on a pro rata basis in accordance with their respective Commitments hereunder (after giving effect to the applicable Incremental
Commitment). Each Lender agrees to wire immediately available funds to Administrative Agent in accordance with this Agreement as
may be required by Administrative Agent in connection with the foregoing.


 


(f)               
This Section shall supersede any provisions in Section 9.2 to the contrary.


 


2.20         
[Reserved].


 


2.21         
Defaulting Lenders.


 


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


 


(i)                
Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with
respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders”.


 


(ii)              
Defaulting Lender Waterfall. Any payment of principal, interest, fees, or other amounts received by Administrative Agent
for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 or otherwise)
or received by Administrative Agent from a Defaulting Lender pursuant to Section 9.8 shall be applied at such time
or times as may be determined by Administrative Agent as follows: FIRST, to the payment of any amounts owing by such Defaulting
Lender to Administrative Agent hereunder; SECOND, as Borrowers may request (so long as no Default or Event of Default exists),
to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by Administrative Agent; THIRD, if so determined by Administrative Agent and Borrowers, to be held
in a deposit account controlled by Administrative Agent and released pro rata in order to satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement; FOURTH, to the payment of any amounts owing
to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; FIFTH, so long as no
Default or Event of Default exists, to the payment of any amounts owing to Borrowers as a result of any judgment of a court of
competent jurisdiction obtained by Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach
of its obligations under this Agreement; and SIXTH, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans in respect of which
such Defaulting Lender has not fully funded its appropriate share, and (B) such Loans were made at a time when the conditions
set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all
Loans are held by the Lenders pro rata in accordance with their respective Commitments. Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral
pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender
irrevocably consents hereto.


 



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(iii)            
Certain Fees.


 


(A)            
No Defaulting Lender shall be entitled to receive any commitment fee pursuant to Section 2.11(a) for any period
during which that Lender is a Defaulting Lender (and Borrowers shall not be required to pay any such fee that otherwise would have
been required to have been paid to that Defaulting Lender).


 


(B)             
[Reserved].


 


(C)             
[Reserved].


 


(b)              
Defaulting Lender Cure. If Borrowers and Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender,
Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to
the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Administrative
Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with their respective Commitments,
and reimburse each such Lender for any costs of the type described in Section 2.15 incurred by any Lender as a result
of such purchase, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made
retroactively with respect to fees accrued or payments made by or on behalf of Borrowers while that Lender was a Defaulting Lender;
and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder
from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s
having been a Defaulting Lender.


 



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3.                 
REPRESENTATIONS AND WARRANTIES


 


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


 


3.1             
Corporate Existence; Compliance with Law. Holdco and each of its Subsidiaries is a corporation or other legal entity
duly organized, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the
laws of its jurisdiction of organization, except where the failure to be in good standing would not reasonably be likely to have
a Material Adverse Effect. Holdco and each of its Subsidiaries (i) has the power (corporate or otherwise) and authority and the
legal right to own and operate its property and to conduct its business, (ii) is duly qualified as a foreign corporation or other
legal entity and in good standing under the laws of each jurisdiction where its ownership of property or the conduct of its business
requires such qualification, and (iii) is in compliance with all Requirements of Law, except where (a) the failure to have such
power, authority and legal right as set forth in clause (i) hereof, (b) the failure to be so qualified or in good standing as set
forth in clause (ii) hereof, or (c) the failure to comply with Requirements of Law as set forth in clause (iii) hereof, is not
reasonably likely, in the aggregate, to have a Material Adverse Effect. No Obligor is an EEA Financial Institution.


 


3.2             
Corporate Power; Authorization. Each of the Obligors has the power (corporate or otherwise) and authority to make, deliver
and perform the Loan Documents to which it is a party and has taken all necessary action (corporate or otherwise) to authorize
the execution, delivery and performance of such Loan Documents. No consent or authorization of, or filing with, any Person (including
any Governmental Authority), is required in connection with the execution, delivery or performance by an Obligor, or the validity
or enforceability against an Obligor, of the Loan Documents, other than such consents, authorizations or filings which have been
made or obtained and those consents, authorizations and filings as to which the failure to have been made or obtained or to be
in full force and effect would not be material to the legality, validity, binding effect or enforceability of the Loan Documents.


 


3.3             
Enforceable Obligations. This Agreement and each other Loan Document has been duly executed and delivered by the Parent,
each Borrower, and each other Obligor party thereto, as applicable, and this Agreement and each other Loan Document constitutes
legal, valid and binding obligations of each Obligor executing the same, enforceable against such Obligor in accordance with their
respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforcement of creditors’ rights generally and by general principles of equity.


 


3.4             
No Legal Bar. The execution, delivery and performance by each Obligor of the Loan Documents to which it is a party will
not (a) violate (i) such Person’s Organizational Documents or (ii) any Requirements of Law or (b) cause a breach or default
under any of their respective Material Contracts, except, with respect to any violation, breach or default referred to in clause
(a)(ii) or (b), to the extent that such violation, breach or default would not reasonably be likely to have a Material Adverse
Effect.


 


3.5             
No Material Litigation. No litigation, investigation or proceeding of or before any court, tribunal, arbitrator or governmental
authority is pending or, to the knowledge of any Responsible Officer of Holdco, threatened in writing by or against Holdco, any
Borrower or any of the Restricted Subsidiaries, or against any of their respective properties or revenues, existing or future (a)
that is adverse in any material respect to the interests of the Lenders with respect to any Loan Document or any of the transactions
contemplated hereby or thereby, or (b) that is reasonably likely to have a Material Adverse Effect.


 



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3.6             
Investment Company Act. None of the Obligors nor any Restricted Subsidiary is an “investment company” registered
or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such a company.


 


3.7             
Margin Regulations. No part of the proceeds of the Loans hereunder will be used, directly or indirectly, for the purpose
of purchasing or carrying any “margin stock” within the meaning of Regulation U. Neither the execution and delivery
hereof by Holdco or Borrowers, nor the performance by them of any of the transactions contemplated by this Agreement (including
the direct or indirect use of the proceeds of the Loans) will violate or result in a violation of Regulation T, U or X.


 


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


 


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


 


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


 


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


 


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


 


3.9             
[Reserved].


 


3.10         
Financial Statements, Fiscal Year and Fiscal Quarters(a).


 


(a)               
The Parent has furnished to Administrative Agent and the Lenders (i) copies of audited consolidated financial statements
of the Parent and its Subsidiaries for the Fiscal Year ended September 30, 2017, audited by independent public accountants of recognized
national standing and prepared in conformity with GAAP, and (ii) copies of interim unaudited condensed consolidated balance sheets,
statements of operations and statements of cash flows of the Parent and its Subsidiaries as of and for the Fiscal Quarter ended
December 31, 2017.


 



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


 


(c)               
As of the Effective Date, the Obligors and the Restricted Subsidiaries, on a consolidated basis, are Solvent.


 


(d)              
[Reserved].


 


(e)               
Since September 30, 2017, there has been no change with respect to the Consolidated Companies taken as a whole which has
had or is reasonably likely to have a Material Adverse Effect.


 


3.11         
ERISA.


 


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


 


(b)              
Liabilities. None of the Obligors and the Restricted Subsidiaries is subject to any liabilities (including withdrawal liabilities)
with respect to any Plans of the Obligors, the Restricted Subsidiaries and their ERISA Affiliates arising from Titles I or IV of
ERISA, other than obligations to fund benefits under an ongoing Plan and to pay current contributions, expenses and premiums with
respect to such Plans, except for such liabilities that, individually or in the aggregate, are not reasonably likely to have a
Material Adverse Effect.


 


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


 


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


 


3.12         
Accuracy and Completeness of Information. None of the written reports, financial statements, certificates, or final
schedules to this Agreement or any other Loan Document heretofore, contemporaneously or hereafter furnished by or on behalf of
any Obligor or any of its Subsidiaries to Administrative Agent, the Lead Arranger or any Lender for purposes of or in connection
with this Agreement or any other Loan Document, or any transaction contemplated hereby or thereby, when taken as a whole, contains
as of the date of such report, financial statement, certificate or schedule or, with respect to any such items so furnished on
or prior to the Effective Date, as of the Effective Date any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided
that, with respect to forecasts or projected financial information, the Obligors represent only that such information was prepared
in good faith based upon assumptions believed by them to be reasonable at the time made, at the time so furnished and, with respect
to any such items so furnished on or prior to the Effective Date, as of the Effective Date (it being understood that such forecasts
and projections may vary from actual results and that such variances may be material).


 



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3.13         
Sanctions/Anti-Corruption Representations.


 


(a)               
No Obligor nor any of its Subsidiaries is in violation of any Anti-Terrorism Laws, Anti-Corruption Laws, or Sanctions or
engages in or conspires to engage in any transaction that has as its intended purpose the evading or avoiding of any of the prohibitions
set forth in any Anti-Terrorism Laws, Anti-Corruption Laws, or Sanctions.


 


(b)              
No Obligor nor any of its Affiliates or, to the knowledge of any Obligor, any director, officer, employee or agent of any
Obligor or any of its Affiliates is a Person that is, or is owned or controlled by Persons that are: (i) the subject of any Sanctions,
or (ii) located, organized or resident in a region, country or territory that is, or whose government is, the subject of Sanctions
(currently, as of the date of this Agreement, the Region of Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


(c)               
The representations in this Section 3.13 are given by each German Borrower only to the extent they do not result
in a violation of or conflict with EU Regulation (EC) 2271/96 or Section 7 of the German Foreign Trade Ordinance (§ 7 Außenwirtschaftsverordnung)
or any similar anti-boycott statute.


 


3.14         
Use of Proceeds. The proceeds of the Loans will be used solely (a) to pay fees and expenses incurred in connection with
the Transactions, (b) to repay the obligations outstanding under the Prior Credit Agreement and (c) to provide for working capital
and general corporate purposes of Borrowers and their respective Subsidiaries, including any Acquisition or other Investment not
prohibited hereunder.


 


3.15         
Representations as to Foreign Obligors.


 


(a)              
Neither such Foreign Obligor nor any of its property has any immunity from
jurisdiction from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) or of any court under the laws of the jurisdiction in which such Foreign Obligor is organized and existing
in respect of its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such
Foreign Obligor, the “Applicable Foreign Obligor Documents”).


 


(b)              
The Applicable Foreign Obligor Documents are in proper legal form under the applicable law of the jurisdiction in which
the related Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the laws of
such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable
Foreign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence
of the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with,
or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and
existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents,
except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made
until the Applicable Foreign Obligor Document is sought to be enforced and (ii) any charge or tax as has been timely paid or is
not required to be paid until the Applicable Foreign Obligor Documents is sought to be enforced.


 



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(c)               
There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed
as of the Effective Date by any Governmental Authority in or of the jurisdiction in which any Foreign Obligor is organized and
existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment
to be made by any German Borrower to a Lender, by any U.K. Borrower to a U.K. Qualifying Lender or by any Lux Borrower to a Lender
other than a Luxembourg resident individual pursuant to the Applicable Foreign Obligor Documents (assuming completion of the necessary
procedural formalities requested by the applicable Borrower), except as has been disclosed to Administrative Agent and the Lenders.


 


(d)              
The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by any Foreign Obligor are
not, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor is organized and existing,
subject to any notification or authorization except such as have been made or obtained.


 


(e)               
For the purposes of the Council Regulation (EC) N° 2015/848 of 20 May 2015 on insolvency proceedings (recast) (the
“EU Regulation”), in relation to any Foreign Obligor which is incorporated in a member state of the European
Union, such Foreign Obligor’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 no.10 of the
EU Regulation) in any other jurisdiction other than the United States.


 


4.                 
CONDITIONS PRECEDENT


 


4.1             
Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on
which Administrative Agent shall have received each of the following, in each case reasonably satisfactory to Administrative Agent
(and to the extent specified below, to each Lender) in form and substance:


 


(a)               
Executed Counterparts. From each party thereto, a counterpart of this Agreement and the other Loan Documents to be executed
and delivered as of the Effective Date, signed and delivered on behalf of such party.


 


(b)              
Opinions of Counsel to Obligor. Written opinions (addressed to Administrative Agent and the Lenders and dated the Effective
Date) of counsel to each Obligor (including New York counsel and counsel for each jurisdiction in which an Obligor is organized)
regarding the Loan Documents and such other matters as Administrative Agent shall reasonably request.


 


(c)               
Corporate Documents. Such documents and certificates as Administrative Agent may reasonably request relating to the organization,
existence and (to the extent the concept is applicable in such jurisdiction) good standing of each Obligor (it being understood
that, in relation to each Lux Borrower, such request may be satisfied by the provision of copies of the articles of association
(statuts coordonnés) of such Lux Borrower, an excerpt issued by the Luxembourg Trade and Companies Register on or
about the Effective Date pertaining to such Lux Borrower, and a certificate of non-inscription of a judicial decision (certificat
de non-inscription d'une decision judiciaire) issued by the Luxembourg Trade and Companies Register on or about the Effective
Date pertaining to such Lux Borrower), the authorization of the Transactions (including appropriate resolutions), the identity,
authority and capacity of each Responsible Officer authorized to act on behalf of an Obligor (or authorized signatory in respect
of a U.K. Borrower or a German Borrower) in connection with the Loan Documents and any other legal matters relating to the Obligors,
this Agreement, the other Loan Documents or the Transactions.


 



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(d)              
Repayment of Existing Indebtedness. Evidence that the principal of and interest on, and all other amounts then due and payable
(other than contingent amounts for which a claim has not been made) in respect of the Indebtedness under the Prior Credit Agreement
shall have been (or shall be substantially concurrently) paid in full, that any commitments to extend credit thereunder shall have
been canceled or terminated and that all Guarantees in respect of such Indebtedness shall have been released.


 


(e)               
Officer’s Certificate. A certificate of a Responsible Officer of Parent, dated the Effective Date, certifying (i)
that all consents and authorizations of, and filings with, all Persons (including Governmental Authorities) required in connection
with the execution, delivery and performance by the Obligors, and the validity and enforceability against the Obligors, of the
Loan Documents shall have been obtained, other than those consents, authorization and filings which are immaterial to the legality,
validity, binding effect and enforceability of the Loan Documents, (ii) compliance with the conditions set forth in clauses (a),
(b), and (c) of Section 4.2, (iii) that no Default or Event of Default (each as defined in the Existing Credit Agreement)
exists under the Existing Credit Agreement immediately prior to, and immediately after giving effect to (on a pro forma basis),
the execution and delivery of the Loan Documents and the borrowing of the Loans hereunder to be made on the Effective Date, (iv)
with respect to each Lux Borrower, no petition, resolution or similar order for insolvency proceedings within the meaning of Articles
437 ff. of the Luxembourg Commercial Code or any other insolvency proceedings pursuant to the EU Insolvency Regulation has been
lodged, passed or presented, (v) that no Lux Borrower meets or threatens to meet the criteria for the opening of any proceedings
referred to under (iv) above nor is subject to such proceedings and (vi) that since September 30, 2017, there shall not have occurred
any change with respect to the Consolidated Companies taken as a whole which has had or is reasonably likely to have a Material
Adverse Effect.


 


(f)               
Fees. Evidence that Borrowers shall have paid all accrued fees and expenses of Administrative Agent and the Lenders as required
to be paid on the Effective Date under the terms of the Fee Letter or any other letter agreements between Borrowers and Administrative
Agent, including the fees, charges and disbursements of Greenberg Traurig, LLP, special New York counsel to Administrative Agent,
in connection with the negotiation, preparation, execution, and delivery of the Loan Documents (directly to such counsel if requested
by Administrative Agent) to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such
fees, charges, and disbursements as shall constitute its reasonable estimate of such fees, charges, and disbursements incurred
or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between Borrowers and Administrative Agent).


 



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(g)              
Know Your Customer Requirements. All documents, certificates, and other information requested by each Lender pursuant to
Section 9.13.


 


(h)              
Other Documents. Such other assurances, certificates, documents consents, or opinions as Administrative Agent or any Lender
(through Administrative Agent) may reasonably request.


 


Administrative Agent
shall notify Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative
Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.


 


4.2             
Each Credit Event. The obligation of any Lender to make a Credit Extension hereunder (including the initial Borrowing
hereunder), is subject to the satisfaction of the following conditions:


 


(a)               
the representations and warranties of each Obligor set forth in this Agreement and of the other Loan Documents to which
it is a party (other than the representations and warranties pursuant to Sections 3.5 and 3.10(e), except with respect
to the initial Borrowing hereunder), shall be true and correct in all material respects (unless any such representation or warranty
is qualified as to materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct
in all respects) on and as of the date of such Credit Extension, both before and immediately after giving effect thereto, except
to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true
and correct as of such earlier date;


 


(b)              
at the time of and immediately after giving effect to such Credit Extension, no Default shall have occurred and be continuing;


 


(c)               
at the time of and immediately after giving effect to such Credit Extension, the aggregate Revolving Credit Exposures of
all Lenders at such time shall not exceed the aggregate Commitments of all Lenders at such time; and


 


(d)              
Administrative Agent shall have received a Borrowing Request in accordance with the requirements of this Agreement.


 


Each Borrower shall
be deemed to make a representation and warranty to Administrative Agent and the Lenders on the date of each Credit Extension hereunder
as to the matters specified in clauses (a), (b), and (c) of this Section 4.2.


 


5.                 
AFFIRMATIVE COVENANTS


 


The Obligors covenant
and agree that on the Effective Date, and so long as this Agreement is in effect and until the Obligations have been Fully Satisfied,
the Obligors shall:


 


5.1             
Corporate Existence, Etc. Preserve and maintain, and cause each of the Material Subsidiaries to preserve and maintain,
its corporate existence (except as otherwise permitted pursuant to Section 6.4), its material rights, franchises, licenses,
permits, consents, approvals and contracts, and its material trade names, service marks and other Intellectual Property (for the
scheduled duration thereof), in each case material to the normal conduct of its business, and its qualification to do business
as a foreign corporation in all jurisdictions where it conducts business or other activities making such qualification necessary,
where the failure to be so qualified is reasonably likely to have a Material Adverse Effect.


 



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5.2             
Compliance with Laws, Etc. Comply, and cause each of the Restricted Subsidiaries to comply, with all Requirements of
Law (including all Environmental Laws, ERISA, Anti-Terrorism Laws, and Anti-Corruption Laws, each as amended) and Contractual Obligations
applicable to or binding on any of them where the failure to comply with such Requirements of Law and Contractual Obligations is
reasonably likely to have a Material Adverse Effect. Each of the Obligors will maintain in effect and enforce policies and procedures
designed to ensure compliance by the Obligors, their Subsidiaries and their respective directors, officers, employees and agents
with applicable Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions.


 


5.3             
Payment of Taxes and Claims. File and cause each Restricted Subsidiary to file all Tax returns that are required to
be filed by each of them and pay, collect, withhold and remit all Taxes that have become due pursuant to such returns or pursuant
to any assessment in respect thereof received by an Obligor or any Restricted Subsidiary, and each Obligor and each Restricted
Subsidiary will pay or cause to be paid all other Taxes due and payable (whether or not shown on a Tax return) before the same
become delinquent, except, in each case, (i) such Taxes as are being contested in good faith by appropriate and timely proceedings
and as to which adequate reserves have been established in accordance with GAAP or (ii) where failure to take the foregoing actions,
individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect.


 


5.4             
Keeping of Books. Keep, and cause each of the Restricted Subsidiaries to keep, proper books of record and account, containing
complete and accurate entries of all their respective financial and business transactions.


 


5.5             
Visitation, Inspection, Etc. Permit, and cause each of the Restricted Subsidiaries to permit, any representative of
Administrative Agent or, during the continuance of an Event of Default, any Lender, at Administrative Agent’s or such Lender’s
expense, to visit and inspect any of its property, to examine its books and records and to make copies and take extracts therefrom,
and to discuss its affairs, finances and accounts with its officers, all at such reasonable times during normal business hours
of Holdco or the applicable Restricted Subsidiary, as the case may be, after reasonable prior notice to Holdco; provided,
however, that unless an Event of Default has occurred and is continuing, such visits and inspections can occur no more frequently
than once per year.


 


5.6             
Insurance; Maintenance of Properties and Licenses.


 


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


 



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


 


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


 


5.7             
Financial Reports; Other Notices. Furnish to Administrative Agent (for delivery to each Lender):


 


(a)               
after the end of each of the first three quarterly accounting periods of each of its Fiscal Years (commencing with the Fiscal
Quarter ending June 30, 2018), as soon as prepared, but in any event at the same time the SEC Filer files or is (or would be) required
to file the same with the SEC, the quarterly unaudited consolidated balance sheet of Holdco and its consolidated Subsidiaries as
of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows (together with all
footnotes thereto) of Holdco and its consolidated Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal
Year, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter and the corresponding portion
of the SEC Filer’s previous Fiscal Year, accompanied by a certificate, dated the date of furnishing, signed by a Responsible
Officer of the SEC Filer to the effect that such financial statements accurately present in all material respects the consolidated
financial condition of Holdco and its consolidated Subsidiaries and that such financial statements have been prepared in accordance
with GAAP consistently applied (subject to year-end adjustments); provided, however, during any period that Holdco
has consolidated Subsidiaries which are not Consolidated Companies, Holdco shall also provide such financial information in a form
sufficient to enable Administrative Agent and the Lenders to determine the compliance of Borrowers with the terms of this Agreement
with respect to the Consolidated Companies;


 


(b)              
after the end of each of its Fiscal Years, as soon as prepared, but in any event at the same time the SEC Filer files or
is (or would be) required to file the same with the SEC, the annual audited report for that Fiscal Year for Holdco and its consolidated
Subsidiaries, containing a consolidated balance sheet of Holdco and its consolidated Subsidiaries as of the end of such Fiscal
Year and the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes
thereto) of Holdco and its consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures
for the previous Fiscal Year (which financial statements shall be reported on by the SEC Filer’s independent certified public
accountants, such report to state that such financial statements fairly present in all material respects the consolidated financial
condition and results of operation of Holdco and its consolidated Subsidiaries in accordance with GAAP, and which shall not be
subject to any “going concern” or like qualification, exception, assumption or explanatory language (other than solely
as a result of a maturity date in respect of the Commitments or Loans) or any qualification, exception, assumption or explanatory
language as to the scope of such audit); provided, however, during any period that Holdco has consolidated Subsidiaries
which are not Consolidated Companies, Holdco shall also provide such financial information in a form sufficient to enable Administrative
Agent and the Lenders to determine the compliance of Borrowers with the terms of this Agreement with respect to the Consolidated
Companies;


 



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


 


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


 


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


 


(f)               
[reserved];


 


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


 


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


 


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


 



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(j)                
with reasonable promptness, (x) such other information relating to each Borrower’s performance of this Agreement or
its financial condition as may reasonably be requested from time to time by Administrative Agent or any Lender and (y) all documentation
and other information required by the applicable Governmental Authorities under applicable “know your customer” laws,
Anti-Terrorism Laws, or applicable Anti-Corruption Laws, that is reasonably requested from time to time by Administrative Agent
or any Lender.


 


The Obligors will cooperate
with Administrative Agent in connection with the publication of certain materials and/or information provided by or on behalf of
the Obligors to Administrative Agent and Lenders (collectively, “Information Materials”) pursuant to
this Section 5; provided that upon the filing by the Obligors of the items referenced in Section 5.7(a), 5.7(b)
or 5.7(d) with the SEC for public availability, the Obligors, with respect to such items so filed, shall not be required
to separately furnish such items to Administrative Agent and Lenders. In addition, the Obligors will designate Information Materials
(i) that are either available to the public or not material with respect to the Obligors and their Subsidiaries or any of their
respective securities for purposes of United States federal and state securities laws, as “Public Information” and
(ii) that are not Public Information as “Private Information”.


 


5.8             
Notices Under Certain Other Indebtedness. Promptly following its receipt thereof, Holdco shall furnish Administrative
Agent a copy of any notice received by it, any Borrower or any of the Restricted Subsidiaries from the holder(s) of Indebtedness
(or from any trustee, agent, attorney, or other party acting on behalf of such holder(s)) in an Equivalent Amount in Dollars which,
in the aggregate, exceeds $200,000,000, where such notice states or claims the existence or occurrence of any default or event
of default with respect to such Indebtedness under the terms of any indenture, loan or credit agreement, debenture, note, or other
document evidencing or governing such Indebtedness.


 


5.9             
Notice of Litigation. Notify Administrative Agent of any actions, suits or proceedings instituted by any Person against
an Obligor or any Restricted Subsidiary where the uninsured portion of the money damages sought (which shall include any deductible
amount to be paid by such Obligor or such Restricted Subsidiary) is reasonably likely to have a Material Adverse Effect. Said notice
is to be given promptly, and is to specify the amount of damages being claimed or other relief being sought, the nature of the
claim, the Person instituting the action, suit or proceeding, and any other significant features of the claim.


 


5.10         
Combination Agreement; Joinder of New Holdco. On the Combination Date, the Obligors shall cause New Holdco to become
a Guarantor under this Agreement and the other Loan Documents effective from and after the time of the Combination by (a) executing
a joinder agreement to this Agreement and a Guaranty Agreement (or joinder thereto), in each case in form and substance reasonably
satisfactory to Administrative Agent, (b) delivering a written opinion (addressed to Administrative Agent and the Lenders
and dated the Combination Date) of counsel to New Holdco regarding the Loan Documents and such other matters as Administrative
Agent shall reasonably request and (c) delivering such documents and certificates as Administrative Agent may reasonably request
relating to the organization, existence and good standing of New Holdco consistent with those delivered by Parent on the Effective
Date (it being understood that, upon the satisfaction of the foregoing conditions in this Section 5.10, New Holdco will automatically
become a party to this Agreement, and shall be deemed to be a “Guarantor” pursuant to a Guaranty Agreement and “Holdco”
under this Agreement from and after the time of the Combination); provided, however, that the Obligors shall have
provided not less than three Business Days’ notice (or such shorter period as Administrative Agent may reasonably agree)
of the Combination Date, and New Holdco shall, promptly upon the request of Administrative Agent or any Lender, supply any documentation
and other evidence as is reasonably requested by Administrative Agent or any Lender in order for Administrative Agent or such Lender
to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar
checks under all applicable laws and regulations.


 



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5.11         
Use of Proceeds. The Obligors shall use the Loans solely for the purposes provided in Section 3.14.


 


6.                 
NEGATIVE COVENANTS


 


The Obligors covenant
and agree that on the Effective Date, and so long as this Agreement is in effect and until the Obligations have been Fully Satisfied:


 


6.1             
Financial Requirements. The Obligors will not:(a)Debt to Capitalization Ratio. Suffer or permit the Debt to Capitalization
Ratio as of the last day of each full Fiscal Quarter to be greater than 0.60:1.00.


 


(b)              
Consolidated Interest Coverage Ratio. Suffer or permit the Consolidated Interest Coverage Ratio as of the last day of each
full Fiscal Quarter, as calculated for a period consisting of the four preceding Fiscal Quarters, to be less than 2.50:1.00.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


(q)              
Liens on any Property of an Obligor in favor of any other Obligor or Restricted Subsidiary;


 


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


 


(s)               
Liens securing insurance premium financing arrangements;


 


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


 


(u)              
Liens on cash, deposits or other collateral granted in favor of the Swingline Lender or the Issuing Lender to cash collateralize
any Defaulting Lender’s participation in Letters of Credit or Swingline Loans (all such capitalized terms used in this clause
(u) having the meanings set forth in the Existing Credit Agreement);


 


(v)              
Liens on cash or deposits granted in accordance with the terms of the Existing Credit Agreement to cash collateralize any
of the Obligations (as such term is defined in the Existing Credit Agreement); and


 


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


 


6.3             
Subsidiary Indebtedness. Holdco will not permit any of its Restricted Subsidiaries (other than any “Borrower”
as defined in the Existing Credit Agreement or any “Guarantor” as defined in the Existing Credit Agreement) to create,
incur, assume or suffer to exist any Indebtedness except:


 


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


 



    	 	68	 



     


    




(b)              
Indebtedness of any Restricted Subsidiary owing to Holdco or any Restricted Subsidiary;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(l)                
Indebtedness created under the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit
Agreement); and


 


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


 



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6.4             
Merger and Sale of Assets. The Obligors will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up,
merge, amalgamate or consolidate with any other Person or sell, lease, transfer or otherwise dispose of, in one transaction or
a series of transactions, all or substantially all of the business or assets of the Obligors and their respective Restricted Subsidiaries
(taken as a whole), whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the
ordinary course of business); provided that, notwithstanding any of the foregoing limitations, the Obligors and the Restricted
Subsidiaries may take the following actions:


 


(a)               
(i) if no Event of Default shall then exist or immediately thereafter will exist, a Borrower may merge, amalgamate or consolidate
with any Person so long as (A) such Borrower is the surviving entity or (B) the surviving entity (the “Successor Borrower”)
(x) is organized under the laws of (1) in the case of any Lux Borrower, Luxembourg, (2) in the case of any U.K. Borrower, England
and Wales, and (3) in the case of any German Borrower, Germany, (y) expressly assumes such Borrower’s obligations under this
Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto, as applicable,
in form and substance reasonably satisfactory to Administrative Agent and (z) each Guarantor of the Obligations shall have confirmed
that its obligations hereunder in respect of such Obligations shall apply to the Successor Borrower’s obligations under this
Agreement (it being understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower
will automatically succeed to, and be substituted for, such Borrower under this Agreement; provided, however, that
such Borrower shall have provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of
such Borrower, and such Borrower or Successor Borrower shall, promptly upon the request of Administrative Agent or any Lender,
supply any documentation and other evidence as is reasonably requested by Administrative Agent or any Lender in order for Administrative
Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer”
or other similar checks under all applicable laws and regulations), (ii) any Restricted Subsidiary (other than Parent) may merge,
amalgamate or consolidate with an Obligor if such Obligor is the surviving entity, (iii) any Restricted Subsidiary (other than
an Obligor) may merge, amalgamate or consolidate with any other Person (other than an Obligor); provided that a Restricted
Subsidiary shall be the continuing or surviving entity, (iv) any Restricted Subsidiary (other than an Obligor) may merge or amalgamate
with any Person that is not a Restricted Subsidiary in connection with a sale of Property permitted under this Section 6.4,
(v) any Restricted Subsidiary (other than an Obligor) may be dissolved so long as the property and assets of such Restricted Subsidiary
are transferred to Holdco or any other Restricted Subsidiary, and (vi) New Holdco may merge, amalgamate or consolidate with any
Person so long as (A) New Holdco is the surviving entity, (B) if New Holdco is merging, amalgamating or consolidating with
the Parent, then the Parent is the surviving entity, or (C) the surviving entity (the “Successor Holdco”)
(x) is organized under the laws of the United States or any State thereof and (y) expressly assumes New Holdco’s
obligations under this Agreement and the other Loan Documents to which New Holdco is a party pursuant to a supplement hereto or
thereto, as applicable, in form and substance reasonably satisfactory to Administrative Agent (it being understood that, if the
foregoing conditions in clauses (x) and (y) are satisfied, then the Successor Holdco will automatically succeed to, and be
substituted for, New Holdco under this Agreement); provided, however, that New Holdco shall have provided not less
than five Business Days’ notice of any merger, amalgamation or consolidation of New Holdco, and New Holdco or Successor Holdco
shall, promptly upon the request of Administrative Agent or any Lender, supply any documentation and other evidence as is reasonably
requested by Administrative Agent or any Lender in order for Administrative Agent or such Lender to carry out and be satisfied
it has complied with the results of all necessary “know your customer” or other similar checks under all applicable
laws and regulations;


 



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


 


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


 


(d)              
Holdco and its Restricted Subsidiaries may sell, transfer or otherwise dispose of or wind down the Community Development
and Land Management business of WestRock MWV, LLC (f/k/a MeadWestvaco Corporation), a Delaware limited liability company; and


 


(e)               
New Holdco, the Parent and the other Restricted Subsidiaries may consummate the transactions contemplated by the Combination
Agreement (including the Combination).


 


6.5             
Use of Proceeds. Borrowers will not request any Credit Extension, and no Obligor shall use directly or, to its knowledge,
indirectly, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall
not use directly or, to its knowledge, indirectly, the proceeds of any Credit Extension (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) to fund any activities or business of or with any Person, or in any country or territory, that, at the
time of such funding, is, or whose government is, the subject of Sanctions, or (C) in any other manner that would result in a violation
of Sanctions by any party hereto or any arranger, bookrunner or other agent for the credit facility provided for herein.


 


7.                 
EVENTS OF DEFAULT.


 


7.1             
Event of Default. An Event of Default shall exist upon the occurrence of any of the following specified events (each
an “Event of Default”):


 


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


 


(b)              
Covenants Without Notice. Any Obligor shall fail to observe or perform any covenant or agreement contained in Section
5.1 (as to maintenance of existence of Borrowers and Holdco), subsections (g) and (h) of Section 5.7, Section 5.8,
Section 5.9, Section 5.10, Section 5.11 or Section 6; or


 



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


 


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


 


(e)               
Non-Payments of Other Indebtedness. Any Obligor or any Restricted Subsidiary shall fail to make when due (whether at stated
maturity, by acceleration, on demand or otherwise, and after giving effect to any applicable grace period) any payment of principal
of or interest on any Indebtedness (other than the Obligations) exceeding $200,000,000 individually or in the aggregate; or


 


(f)               
Defaults Under Other Agreements. Any Obligor or any Restricted Subsidiary shall (i) fail to observe or perform within any
applicable grace period any covenants or agreements contained in any agreements or instruments relating to any of its Indebtedness
(other than the Loan Documents) the principal amount of which exceeds $200,000,000 individually or in the aggregate, or any other
event shall occur if the effect of such failure or other event is to accelerate the maturity of such Indebtedness, or to permit
(except in the case of the Existing Credit Agreement) the holder of such Indebtedness or any other Person to accelerate the maturity
of such Indebtedness; or (ii) breach or default any Hedging Agreement and/or Cash Management Agreement (subject to any applicable
cure periods) the termination value owed by such Obligor or Restricted Subsidiary as a result thereof shall exceed $200,000,000
if the effect of such breach or default is to terminate such Hedging Agreement or to permit the applicable counterparty to such
Hedging Agreement to terminate such Hedging Agreement; provided that this clause (f) shall not apply to (x) any secured
Indebtedness that becomes due as a result of the voluntary sale, transfer or other disposition of the assets securing such Indebtedness
(to the extent such sale, transfer or other disposition is not prohibited under this Agreement) so long as such Indebtedness is
paid or (y) any Indebtedness that becomes due as a result of a voluntary refinancing thereof not prohibited under this Agreement;
or


 


(g)              
Bankruptcy. Any Obligor or any Material Subsidiary shall commence a voluntary case concerning itself under the Bankruptcy
Code, Luxembourg Insolvency Rules, or applicable foreign bankruptcy, reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation laws; or makes a proposal to its creditors or files notice of its intention to
do so, institutes any other proceeding (including with respect to a U.K. Borrower, any corporate action) under applicable law seeking
to adjudicate it a bankrupt or an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement,
adjustment, protection, moratorium, relief, stay of proceedings of creditors, composition of it or its debts or any other similar
relief; or an involuntary case for bankruptcy is commenced against any Obligor or any Material Subsidiary and the petition is not
controverted within thirty (30) days, or is not dismissed within sixty (60) days, after commencement of the case; or a custodian
(as defined in the Bankruptcy Code), receiver, receiver-manager, trustee or similar official under applicable foreign bankruptcy,
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation laws is appointed for,
or takes charge of, all or any substantial part of the property of any Obligor or any Material Subsidiary; or an Obligor or a Material
Subsidiary commences proceedings of its own bankruptcy or insolvency or to be granted a suspension of payments or any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction, whether now or hereafter in effect, relating to any Obligor or any Material Subsidiary or there is commenced
against any Obligor or any Material Subsidiary any such proceeding which remains undismissed for a period of sixty (60) days; or
any Obligor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any
such case or proceeding is entered; or any Obligor or any Material Subsidiary suffers any appointment of any custodian, receiver,
receiver-manager, trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a
period of sixty (60) days; or any Obligor or any Material Subsidiary makes a general assignment for the benefit of creditors; or
any Obligor or any Material Subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its
debts generally as they become due; or any Obligor or any Material Subsidiary shall call a meeting of its creditors with a view
to arranging a composition or adjustment of its debts; or any Obligor or any Material Subsidiary shall by any act or failure to
act indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate action is taken by any Obligor
or any Material Subsidiary for the purpose of effecting any of the foregoing; or with regard to a German Borrower (i) such German
Borrower is unable to pay its debts (zahlungsunfähig) or overindebted (überschuldet), (ii) any person has
filed for the opening of insolvency proceedings and except for filings made by such German Borrower itself the opening of insolvency
proceedings has not been dismissed within 20 Business Days after filings have been made, (iii) the competent court has ordered
measures in accordance with section 21 Insolvency Code (Insolvenzordnung) or (iv) the opening of insolvency proceedings
is refused for lack of assets; or


 



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


 


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


 


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


 


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


 


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


 



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(i)                
Money Judgment. Judgments or orders for the payment of money (net of any amounts paid by an independent third party insurance
company or surety or fully covered by independent third party insurance or surety bond issued by a company with an AM Best rating
in one of the two highest categories as to which the relevant insurance company or surety does not dispute coverage) in excess
of $200,000,000 individually or in the aggregate or otherwise having a Material Adverse Effect shall be rendered against any Obligor
or any Restricted Subsidiary, and such judgment or order shall continue unsatisfied (in the case of a money judgment) and in effect
for a period of thirty (30) days during which execution shall not be effectively stayed or deferred (whether by action of a court,
by agreement or otherwise); or


 


(j)                
Default under other Loan Documents; Guaranty Agreement. (a) There shall exist or occur any “Event of Default”
as provided under the terms of any Loan Document, or any Loan Document ceases to be in full force and effect or the validity or
enforceability thereof is disaffirmed by or on behalf of any Obligor, or at any time it is or becomes unlawful for any Obligor
to perform or comply with its obligations under any Loan Document, or the obligations of any Obligor under any Loan Document are
not or cease to be legal, valid and binding on any Obligor; or (b) without limiting the foregoing, (i) any Guaranty Agreement or
any provision thereof shall cease to be in full force and effect or any Guarantor or any Person acting by or on behalf of any Guarantor
shall deny or disaffirm any Guarantor’s obligations under any Guaranty Agreement or (ii) Section 2.4 shall cease to
be in full force and effect or any Borrower or any Person acting by or on behalf of any Borrower shall deny or disaffirm any Borrower’s
obligations under such Section; or


 


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


 


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


 


7.2             
Acceleration; Remedies. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent
may, or upon the request and direction of the Required Lenders shall, by written notice to Borrowers take any of the following
actions (including any combination of such actions):


 


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


 


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


 



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


 


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


 


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


 


7.3             
Application of Payment. Subsequent to the acceleration of the Obligations under Section 7.2 hereof, payments
and prepayments with respect to the Obligations made to Administrative Agent, the Lenders, or otherwise received by Administrative
Agent or any Lender shall be distributed in the following order of priority: FIRST, to the reasonable costs and expenses
(including attorneys’ fees and expenses), if any, incurred by Administrative Agent or any Lender in the collection of such
amounts under this Agreement or of the Loan Documents; SECOND, to any fees then due and payable to Administrative Agent
and Lenders under this Agreement or any other Loan Document; THIRD, to the payment of interest then due and payable on the
Loans; FOURTH, to the payment of principal of the Loans; FIFTH, to any other Obligations not otherwise referred to
in this Section, and SIXTH, to the applicable Obligors, their successors or assigns, or as a court of competent jurisdiction
may otherwise direct; provided, however, that Administrative Agent may elect to apply the proceeds of any guarantee
to repay any Obligations in accordance with the priority set forth above before applying the proceeds of any other guarantee provided
under any Loan Document, if in the reasonable determination of Administrative Agent, such order of application will maximize the
repayment of all of the Obligations. Administrative Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys, or balances in accordance with this Agreement.


 


8.                 
ADMINISTRATIVE AGENT


 


8.1             
Authorization and Action.


 


(a)               
Each of the Lenders hereunder and under the other Loan Documents authorizes Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto. The provisions of this Section 8 are solely for the benefit
of Administrative Agent and the Lenders, and no Obligor has rights as a third party beneficiary of any of such provisions (other
than for purposes of Section 8.6). It is understood and agreed that the use of the term “agent” herein
or in any other Loan Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used
as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.


 


(b)              
Administrative Agent and any co-agents, sub-agents, and attorneys-in-fact appointed by Administrative Agent pursuant to
Section 8.5 for purposes of enforcing any Loan Document or exercising any rights and remedies thereunder at the direction
of Administrative Agent, shall be entitled to the benefits of all provisions of this Sections 8 and 9 as if
set forth in full herein with respect thereto. Administrative Agent is authorized on behalf of all the Lenders, without the necessity
of any notice to or further consent from the Lenders, from time to time to take any action available to it with respect to any
Loan Documents.


 



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8.2             
Administrative Agent and its Affiliates.


 


(a)               
The Person serving as 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 Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, own securities of, lend money
to, act as the financial advisor or in any advisory capacity for and generally engage in any kind of business with Holdco or any
Subsidiary or other Affiliate thereof as if it were not Administrative Agent hereunder and without any duty to account therefor
to the Lenders.


 


(b)              
Each Lender understands that the Person serving as Administrative Agent, acting in its individual capacity, and its Affiliates
(collectively, the “Agent’s Group”) is engaged in a wide range of financial services and businesses
(including investment management, financing, securities trading, corporate and investment banking and research) (such services
and businesses are collectively referred to in this Section 8 as “Activities”) any may engage
in the Activities with or on behalf of one or more of the Obligors or their respective Affiliates. Furthermore, the members of
the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment
businesses for its own account or on behalf of others (including the Obligors and their respective Affiliates and including holding,
for its own account or on behalf of others, equity, debt and similar positions in Holdco, any other Obligor or any of their respective
Affiliates), including trading in or holding long, short or derivative positions in securities, loans, or other financial products
of one or more of the Obligors or their respective Affiliates. Each Lender understands and agrees that in engaging in the Activities,
the members of the Agent’s Group may receive or otherwise obtain information concerning the Obligors or their respective
Affiliates (including information concerning the ability of the Obligors to perform their respective obligations hereunder and
under the other Loan Documents) which information may not be available to any of the Lenders that are not members of the Agent’s
Group. Neither Administrative Agent nor any other member of the Agent’s Group shall have any duty to disclose to any Lender
or use on behalf of any Lender, nor be liable for the failure to so disclose or use, any information whatsoever about or derived
from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any Obligor or any Affiliate of any Obligor) or to account for any revenue or profits
obtained in connection with the Activities, except that Administrative Agent shall deliver or otherwise make available to each
Lender such documents as are expressly required by any Loan Document to be transmitted by Administrative Agent to the Lenders.


 


(c)               
Each Lender further understands that there may be situations where members of the Agent’s Group or their respective
customers (including the Obligors and their respective Affiliates) either now have or may in the future have interests or take
actions that may conflict with the interests of any one or more of the Lenders (including the interests of any Lender hereunder
and under the other Loan Documents). Each Lender agrees that no member of the Agent’s Group is or shall be required to restrict
its activities as a result of any Person serving as Administrative Agent being a member of the Agent’s Group, and that each
member of the Agent’s Group may undertake any Activities without further consultation with or notification of any Lender.
None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the any members of the Agent’s Group of information
(including information concerning the ability of the Obligors to perform their respective obligations hereunder and under the other
Loan Documents), or (iii) any other matter, shall give rise to any fiduciary, equitable, or contractual duties (including any duty
of trust, care or confidence) owing by Administrative Agent or any member of the Agent’s Group to any Lender including any
such duty that would prevent or restrict any member of the Agent’s Group from acting on behalf of customers (including the
Obligors or their respective Affiliates) or for its own account.


 



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8.3             
Duties. Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in
the other Loan Documents. Without limiting the generality of the foregoing, Administrative Agent:


 


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


 


(b)              
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents); provided that Administrative Agent shall not be required to take any action that,
in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document
or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law;


 


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


 


(d)              
shall not be liable for any damage or loss resulting from or caused by events or circumstances beyond Administrative Agent's
reasonable control, including nationalization, expropriation, currency or funds transfer restrictions, the interruption, disruption,
or suspension of the normal procedures and practices of any securities market, power, mechanical, communications, or other technological
failures or interruptions, computer viruses or the like, fires, floods, earthquakes, or other natural disasters, civil, and military
disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind,
or other similar events or acts, or errors by any Borrower in its instructions to Administrative Agent.


 



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8.4             
Administrative Agent’s Reliance, Etc.


 


(a)               
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request
of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall
believe in good faith shall be necessary, under the circumstances as provided in Sections 7 and 9.2) or (ii) in
the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable
judgment. Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until an Obligor
or a Lender has given written notice describing such Default or Event of Default to Administrative Agent. Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein or therein,
other than to confirm receipt of items expressly required to be delivered to Administrative Agent.


 


(b)              
Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document, or other writing (including any electronic message, internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent, or otherwise authenticated by
the proper Person. 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. In determining compliance with any condition
hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, Administrative Agent may
presume that such condition is satisfactory to such Lender unless Administrative Agent shall have received notice to the contrary
from such Lender prior to the making of such Loan. Administrative Agent may consult with legal counsel (who may be counsel for
an Obligor), 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.


 


(c)               
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of Borrowers or any other
Obligor, that at least one of the following is and will be true:


 


(i)                
such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section
3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments,


 


(ii)              
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement,


 



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(iii)            
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to
enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections
(b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part
I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Commitments and this Agreement, or


 


(iv)            
such other representation, warranty and covenant as may be agreed in writing between Administrative Agent, in its sole discretion,
and such Lender.


 


(d)              
In addition, unless sub-clause (i) in the immediately preceding clause (c) is true with respect to a Lender or such Lender
has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause
(c), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of Borrowers or any other
Obligor, that:


 


(i)                
none of Administrative Agent or any of its Affiliates is a fiduciary with respect to the assets of such Lender (including
in connection with the reservation or exercise of any rights by Administrative Agent under this Agreement, any Loan Document or
any documents related to hereto or thereto),


 


(ii)              
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR
§ 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has
under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)            
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently,
both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),


 


(iv)            
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both,
with respect to the Loans, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating
the transactions hereunder, and


 



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(v)              
no fee or other compensation is being paid directly to Administrative Agent or its Affiliates for investment advice (as
opposed to other services) in connection with the Loans, the Commitments or this Agreement.


 


(e)               
Administrative Agent and its Affiliates hereby informs the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that
such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may
receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if
it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments
by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents
or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking
fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees,
fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance
fees, breakage or other early termination fees or fees similar to the foregoing.


 


8.5             
Sub-Agents. Administrative Agent may perform any and all its duties and exercise its rights and powers hereunder or
under any other Loan Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent
and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related
Parties. Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent
from the Lenders, from time to time to permit any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent
to take any action permitted to be taken by it under any of the Loan Documents. The exculpatory provisions of this Section 8,
as well as all other indemnity and expense reimbursement provisions of this Agreement (including Section 9.3), shall
apply to any such sub-agent and to the Related Parties of 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 and as though such co-agents, sub-agents and attorneys-in-fact were the “administrative agent”
under the Loan Documents. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except
to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent
acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


8.6             
Resignation.


 


(a)               
Administrative Agent may resign at any time by giving notice of its resignation to the Lenders and Borrowers. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, in consultation with and, so long as no Default or
Event of Default then exists, subject to the approval (not to be unreasonably withheld or delayed) of Borrowers, to appoint a successor,
which shall be a financial institution with an office in the United States, or an Affiliate of any such financial institution with
an office in the United States. If no successor shall have been so appointed by the Required Lenders and, if applicable, Borrowers
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation
(or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”),
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications
set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such
notice on the Resignation Effective Date.


 



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(b)              
With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring Administrative
Agent, all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead
be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided
for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any
rights to indemnity payments owed to the retiring Administrative Agent) and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed among Borrowers and such successor.
After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this
Section and Section 9.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.


 


8.7             
Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon Administrative
Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon Administrative Agent or any other Lender or any of their Related Parties and based on such documents
and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
In this regards, each Lender further acknowledges that Greenberg Traurig, LLP is acting in this transaction as special counsel
to Rabobank only, except to the extent otherwise expressly stated in any legal opinion or any Loan Document. Each other party hereto
will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters
contemplated therein.


 


8.8             
Other Agent Titles. Anything herein to the contrary notwithstanding, none of the “Sole Bookrunner”, “Joint
Lead Arranger”, or “Syndication Agent” listed on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Administrative Agent or a Lender
hereunder.


 



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8.9             
Agent May File Proofs of Claim; Bankruptcy Events. In case of the pendency of any proceeding under any Debtor Relief
Law or any other judicial proceeding relative to any Obligor or any Subsidiary, Administrative Agent (irrespective of whether the
principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether
Administrative Agent shall have made any demand on any Obligor or any other Person primarily or secondarily liable) shall be entitled
and empowered (but not obligated), by intervention in such proceeding or otherwise:


 


(a)               
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders and Administrative Agent and their respective agents and counsel and all other amounts due the Lenders
and Administrative Agent under Sections 2 and 9.3) allowed in such judicial proceeding; and


 


(b)              
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same
in accordance with this Agreement;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Sections 2
and 9.3.


 


9.                 
MISCELLANEOUS


 


9.1             
Notices.


 


(a)               
General Address for Notices. Except in the case of communications expressly permitted to be given by telephone hereunder
or under any other Loan Documents, all notices and other communications (“Communications”) provided for
herein or in any other Loan Document 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, subject to Section 9.1(b), by electronic communication, as follows:


 


(i)                
if to the Parent or Borrowers, to them at c/o WestRock Company, 1000 Abernathy Road NE, Atlanta, GA 30328, Attention: Chief
Financial Officer; Telecopy No. (770) 263-3582; Telephone No. (678) 291-7700; with a copy to WestRock Company, 1000 Abernathy Road
NE, Atlanta, GA 30328, Attention: General Counsel; Telecopy No. (770) 263-3582; Telephone No. (678) 291-7456;


 


(ii)              
if to Administrative Agent in connection with any Borrowing Request, Interest Election Request, or any payment or prepayment
of the Obligations, to it at c/o Capital Markets and Agency Services at 245 Park Avenue, New York, NY 10167, Attention: Punam Gambhir;
Telecopy No. (914) 304-9327; Telephone No. (212) 574-7327; Email: fm.am.SyndicatedLoans@rabobank.com with a copy to: Punam.Gambhir@rabobank.com.com;


 


(iii)            
if to Administrative Agent in connection with any other matter (including deliveries under Section 5.1), to
it at Rabobank Loan Syndications, 245 Park Avenue, New York, NY 10167, Attention: Loan Syndications; Telecopy No. (212) 808-2578;
Telephone No. (212) 808-6808; Email: syndications.ny@rabobank.com; and


 



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(iv)            
if to a Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


Notices sent by hand
or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices
sent by telecopier shall be deemed to have been given when sent (except that, if not given before or during normal business hours
for the recipient, shall be deemed to have been given at the opening of business on the next Business Day). Notices delivered through
electronic communications to the extent provided in Section 9.1(b) shall be effective as provided in such Section
9.1(b).


 


(b)              
Electronic Communications. Communications to the Lenders under the Loan Documents may be delivered or furnished by electronic
communications pursuant to procedures approved by Administrative Agent. Each of Administrative Agent and each Obligor may, in its
discretion, agree to accept Communications to it under the Loan Documents by electronic communications pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular Communications. Unless Administrative Agent
otherwise prescribes, (i) Communications sent to an e-mail address shall be deemed received upon the sender’s receipt of
an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return
e-mail or other written acknowledgment), and (ii) Communications posted on 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 clause (i) of this Section 9.1(b)
notification that such Communication is available and identifying the website address thereof; provided that, for both clauses
(i) and (ii) of this Section 9.1(b), if such Communication is not sent before or during the normal business hours of
the recipient, such Communication shall be deemed to have been sent at the opening of business on the next Business Day.


 


(c)               
Change of Address for Notices. Any party hereto may change its address or telecopy number for, or individual designated
to receive, Communications under the Loan Documents by notice to the other parties hereto (or, in the case of any such change by
a Lender, by notice to Borrowers and Administrative Agent). All Communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt.


 


(d)              
Electronic Transmission System. Borrowers and the Lenders agree that Administrative Agent may make the Communications available
to the Lenders and Borrowers by posting the Communications on Debt Domain, IntraLinks, SyndTrak, or a substantially similar electronic
transmission system or digital workspace provider (the “Platform”). THE PLATFORM IS PROVIDED “AS
IS” AND “AS AVAILABLE”. THE AGENT PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR
THE ADEQUACY OF THE PLATFORM 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS
OR THE PLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY
FOR DAMAGES OF ANY KIND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER
IN TORT, CONTRACT, OR OTHERWISE) ARISING OUT OF ANY BORROWER’S OR ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS
THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT
OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED,
HOWEVER, THAT IN NO EVENT SHALL ANY AGENT PARTY HAVE ANY LIABILITY TO ANY OBLIGOR, ANY LENDER OR ANY OTHER PERSON FOR
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).


 



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(e)               
Communications through the Platform. Each Lender agrees that notice to it (as provided in the next sentence) specifying
that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender
for purposes hereof. Each Lender agrees (i) to provide to Administrative Agent in writing (including by electronic communication),
promptly after the date of this Agreement, an e-mail address to which the foregoing notice may be sent by electronic transmission
and (ii) that the foregoing notice may be sent to such e-mail address.


 


9.2             
Waivers; Amendments.


 


(a)               
No Deemed Waivers; Remedies Cumulative. No failure or delay by Administrative Agent or any Lender in exercising any right
or power hereunder or under any other Loan Document 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 Administrative Agent and the
Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Obligor therefrom shall in any
event be effective unless the same shall be permitted by Section 9.2(b), 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 shall not be construed as a waiver of any Default, regardless of whether Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.


 


(b)              
Amendments. Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended,
or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrowers,
Administrative Agent, and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements
in writing entered into by Administrative Agent and the Obligor or Obligors that are parties thereto, in each case with the consent
of the Required Lenders; provided that no such agreement shall (i) increase any Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce
the rate of any fees due hereunder, without the written consent of each Lender directly and adversely affected thereby (provided,
that in no event shall the waiver of applicability of Section 2.12(c) (which waiver shall be effective with the written
consent of the Required Lenders) constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause
(ii)), (iii) postpone the scheduled date of payment of any interest on a Loan, or any fees payable hereunder, or reduce the amount
of, waive or excuse any such payment, or extend the Maturity Date, without the written consent of each Lender directly and adversely
affected thereby, (iv) modify Section 2.17(c) or (d) to change the pro rata sharing provided therein without
the consent of each Lender directly and adversely affected thereby, (v) modify Section 7.2 without the written consent
of each Lender, (vi) 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, (vii) contractually subordinate
the payment of all the Obligations to any other Indebtedness, without the written consent of each Lender, or (viii) release
any Borrower, or release any Guarantor from any of its guarantee obligations under any Guaranty Agreement, without the written
consent of each Lender, provided, further that (A) no such agreement shall amend, modify, or otherwise
affect the rights or duties of Administrative Agent without the prior written consent of Administrative Agent, and (B) the Fee
Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.


 



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


 



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9.3             
Expenses; Indemnity; Damage Waiver.


 


(a)               
Costs and Expenses. Each Obligor agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by Administrative
Agent and its Affiliates (including Rabobank in its separate capacities as “Joint Lead Arranger” and “Sole Bookrunner”
with respect to the syndication of the Loans) in connection with the syndication of the credit facilities provided for herein,
the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications, or waivers of the provisions hereof or thereof, including the reasonable and documented fees, charges and disbursements
of counsel for Administrative Agent, and of such consultants, advisors, appraisers and auditors retained or engaged by Administrative
Agent (provided, if no Event of Default then exists, such retention or engagement is permitted by this Agreement or otherwise
approved by a Borrower), whether or not the transactions contemplated hereby or thereby shall be consummated; (ii) all out-of-pocket
expenses incurred by Administrative Agent or any Lender, including the fees, charges and disbursements of any advisors to Administrative
Agent and counsel for Administrative Agent, or any Lender, in connection with the enforcement or protection of such Person’s
rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, and including
in connection with any bankruptcy or insolvency proceeding, workout, restructuring, or negotiations in respect thereof, and (iii)
all reasonable and documented out-of-pocket costs, expenses, taxes, assessments, and other charges incurred by Administrative Agent
in connection with any filing, registration, or recording of any Loan Document.


 


(b)              
Indemnification by Obligors. Each Obligor hereby agrees to indemnify Administrative Agent, each Lender, Rabobank or any
other Person in its separate capacities as “ Joint Lead Arranger”, “Syndication Agent” and “Sole
Bookrunner” hereunder with respect to the syndication of the Loans, and each Related Party of any of the foregoing Persons
(each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities, and related expenses (including the fees, charges, and disbursements of one firm
of counsel for all such Indemnitees, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate
jurisdiction (which may including a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees,
taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict
informs Holdco of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee
and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special
counsel acting in multiple jurisdictions) for such affected Indemnitee)) incurred by or asserted against any Indemnitee arising
out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document, 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 or thereby, (ii) any Loan or the use or proposed use of the proceeds, (iii) any payments that
Administrative Agent is required to make under any indemnity issued to any bank holding any Obligor’s deposit, commodity
or security accounts, (iv) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated
by any Obligor, or any liability under Environmental Law related in any way to any Obligor, or (v) 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 (A) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted solely from (x) the gross negligence, bad faith or willful misconduct
of such Indemnitee or (y) a claim brought by Holdco or any Subsidiary against such Indemnitee for material breach in bad faith
of such Indemnitee’s obligations hereunder to the extent Holdco or such Subsidiary is the prevailing party in such action
or (B) result from a proceeding that does not involve an act or omission by Holdco or any of its Affiliates and that is brought
by an Indemnitee against any other Indemnitee (other than claims against any arranger, bookrunner or agent hereunder in its capacity
or in fulfilling its roles as an arranger, bookrunner or agent hereunder or any similar role with respect to the credit facilities
hereunder). Notwithstanding the foregoing, this Section 9.3(b) shall not apply with respect to Taxes other than any Taxes
that represent losses, claims or damages arising from any non-Tax claim.


 



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(c)               
Reimbursement by Lenders. To the extent that any Obligor for any reason fails to indefeasibly pay any amount required to
be paid by it to Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing under Sections 9.3(a)
and 9.3(b) each Lender severally agrees to pay to Administrative Agent (or any such sub-agent) or such Related Party, as
the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) 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 Administrative Agent (or any such sub-agent) in its
capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent)
in connection with such capacity. The obligations of the Lenders under this Section 9.3(c) are subject to the provisions
of Section 2.6(c).


 


(d)              
Waiver of Consequential Damages, Etc. To the extent permitted by applicable law, no Obligor shall assert, and each Obligor
hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document, the Transactions, any Loan, or the use of the proceeds thereof.


 


(e)               
Payments. All amounts due under this Section shall be payable no later than 5 Business Days after written demand therefor.


 


9.4             
Successors and Assigns.


 


(a)               
Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any Indemnitee), except that (i) no Obligor may assign
or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent
of each Lender (and any attempted assignment or transfer of such rights or obligations by any Obligor without such consent shall
be null and void), and (ii) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except in accordance
with this Section (and any attempted assignment or transfer of such rights or obligations by any Lender that is not in accordance
with this Section shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted hereby (including, to the extent expressly
contemplated hereby, the Related Parties of each of Administrative Agent and the Lenders)) any legal or equitable right, remedy
or claim under or by reason of this Agreement.


 



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


 


(i)                
Minimum Amounts.


 


(A)            
in the case of (x) an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, (y) contemporaneous
assignments to any Lender and its Approved Funds that equal at least the amount specified in clause (B) of this Section 9.4(b)(i)
in the aggregate, or (z) an assignment to an existing Lender or an Affiliate or Approved Fund of an existing Lender, no minimum
amount need be assigned; and


 


(B)             
in any case not described in clause (A) of this Section 9.4(b)(i), the aggregate amount of the Commitment (which
for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to Administrative Agent or if “Trade Date” is specified in the Assignment and Assumption, as of the “Trade
Date” so specified therein) shall not be less than €5,000,000 (or, in the case of any assignment of Loans denominated
in (x) Dollars, $5,000,000 or (y) Sterling, £5,000,000) with integral multiples of €1,000,000 (or, in the case of any
assignment of Loans denominated in (x) Dollars, $1,000,000 or (y) Sterling, £1,000,000) in excess thereof, in the case of
any assignment of Loans by any Lender, unless each of Administrative Agent and, so long as no Event of Default has occurred and
is continuing, Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed).


 


(ii)              
Proportionate Amounts. Each partial assignment of any Commitment or Loans shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitment and Loans assigned.


 


(iii)            
Required Consents. No consent shall be required for any assignment except to the extent required by clause (B) of Section 9.4(b)(i)
and, in addition:


 


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


 



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(B)             
the consent of Administrative Agent shall be required for assignments in respect of a Commitment to a Person that is not
a Lender, an Affiliate of such Lender, or an Approved Fund with respect to such Lender.


 


(iv)            
Assignment and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500 (provided that Administrative Agent may, in its
sole discretion, elect to waive such processing and recordation fee in the case of any assignment).


 


(v)              
Administrative Questionnaire and Tax Forms. The assignee, if it shall not already be a Lender, shall deliver to Administrative
Agent an Administrative Questionnaire and any tax forms required by Section 2.16(g).


 


(vi)            
No Assignment to Certain Persons. No such assignment shall be made to (A) New Holdco, the Parent, Borrowers or any of Holdco’s
Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B).


 


(vii)          
No Assignment to Natural Persons. No such assignment shall be made to a natural Person.


 


(viii)        
Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder,
no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties
to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of Borrowers and Administrative Agent, the applicable pro rata share
of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby
irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative
Agent and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata
share of all Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights
and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions
of this Section 9.4(b)(viii), then the assignee of such interest shall be deemed to be a Defaulting Lender for all
purposes of this Agreement until such compliance occurs.


 


(c)               
Effectiveness of Assignments. Subject to acceptance and recording thereof pursuant to Section 9.4(d), from and
after the effective date specified in each Assignment and 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 rights referred to in Sections 2.14, 2.15, 2.16, and 9.3 with respect to facts and circumstances
occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed
by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with Section 9.4(e).


 



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(d)              
Maintenance of Register by Administrative Agent. Administrative Agent, acting solely for this purpose as a non-fiduciary
agent of Borrowers, shall maintain at one of its offices in the United States 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
of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). With
respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any
Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Administrative
Agent with respect to ownership of such Commitment and Loans. The entries in the Register shall be conclusive, and Borrowers, Administrative
Agent, and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection
by Borrowers and any Lender, at any reasonable time and from time to time, upon reasonable prior notice.


 


(e)               
Participations. Any Lender may at any time, without the consent of, or notice to, Borrowers or Administrative Agent, sell
participations to any Person (other than a natural Person, Borrowers, or any of Borrowers’ Affiliates) (a “Participant”)
in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of its Commitments
or the Loans); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrowers,
Administrative Agent 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. For the avoidance of doubt, each Lender shall be responsible for the
indemnity under Section 9.3(c) with respect to any payments made by such Lender to its Participants. 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 9.2(b) that affects such Participant. Each Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16, (subject
to the requirements and limitations therein, including the requirements under Section 2.16(g) (it being understood
that the documentation required under Section 2.16(g) shall be delivered to the participating Lender)) to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.4(b); provided
that such Participant (1) agrees to be subject to the provisions of Section 2.18 as if it were an assignee under Section 9.4(b);
and (2) shall not be entitled to receive any greater payment under Sections 2.14 and 2.16, 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 Borrowers request and expense, to use reasonable efforts to cooperate with Borrowers to effectuate
the provisions of Section 2.18 with respect to any Participant. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 9.8 as though it were a Lender; provided that such Participant
agrees to be subject to Section 2.17(d). Each Lender that sells a participation shall, acting solely for this purpose
as a non-fiduciary agent of 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 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, 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, Administrative Agent (in its
capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 



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


 


9.5             
Survival. All covenants, agreements, certifications, representations and warranties made by Borrowers or any other Obligor
herein or in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to
this Agreement or 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 other Loan Documents and the making of any Loans, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that Administrative Agent or any Lender may have had notice or
knowledge of any Default or incorrect certification, representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect until Full Satisfaction. The provisions of Sections 2.14, 2.15, 2.16,
9.3, 9.18, and 9.20 shall survive and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of all Loans, or the expiration or termination of the Commitments.


 


9.6             
Counterparts; Integration; Effectiveness. 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 and the other Loan Documents constitute the entire contract between and 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 4.1, this Agreement shall become effective when it shall have
been executed by Administrative Agent and when 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 permitted hereby. Delivery of an executed counterpart of a signature page of
this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery
of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,”
and words of like import in this Agreement or any Loan Document shall be deemed to include electronic signatures or the keeping
of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 



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9.7             
Severability. Any provision of this Agreement or any other Loan Document 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.


 


9.8             
Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates
is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other
obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account
of any Borrower or any other Obligor against any and all of the obligations of any Borrower or any other Obligor now or hereafter
existing under this Agreement or any other Loan Document to such Lender or such Affiliate, irrespective of whether or not such
Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of
Borrowers or such Obligor may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different
from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event
that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set off shall be paid over immediately
to Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such
payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative
Agent, and the Lenders, and (b) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing
in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. The rights
of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off)
that such Lender or its Affiliates may have. Each Lender agrees to notify Borrowers and Administrative Agent promptly after any
such set-off and application and share such set-off pursuant to Section 2.17(d); provided that the failure to
give such notice shall not affect the validity of such set-off and application.


 


9.9             
Governing Law; Jurisdiction; Etc.


 


(a)               
Governing Law. This Agreement and the other Loan Documents (other than those containing a contrary express choice of law
provision) shall be construed in accordance with, and this Agreement, such other Loan Documents, and all matters arising out of
or relating in any way whatsoever to this Agreement and such other Loan Documents (whether in contract, tort, or otherwise) shall
be governed by, the law of the State of New York, other than those conflict of law provisions that would defer to the substantive
laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section 5-1401
of the General Obligation Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.


 



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(b)              
Submission to Jurisdiction. Each Obligor hereby irrevocably and unconditionally agrees that it shall not commence any action,
litigation, or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against
Administrative Agent, any Lender, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan
Document or the transactions relating hereto or thereto, in any forum other than the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any
thereof, and each of the parties hereto and each other Obligor hereby irrevocably and unconditionally submits to the jurisdiction
of such courts and agrees that all claims in respect of any such action, litigation, or proceeding may be heard and determined
in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties
hereto agrees that a final judgment in any such action 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 or in any other Loan Document shall affect
any right that Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to any Loan Document
against any Obligor or its properties in the courts of any jurisdiction.


 


(c)               
Waiver of Venue. Each party hereto and each other Obligor hereby irrevocably and unconditionally waives, to the fullest
extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action
or proceeding arising out of or relating to any Loan Document in any court referred to in Section 9.9(b). Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court.


 


(d)              
Jurisdiction; Consent to Service of Process. Each Borrower hereby irrevocably and unconditionally appoints Cogency Global
Inc., with an office on the date hereof at 10 E. 40th Street, 10th Floor, New York, NY 10016 and its successors hereunder (the
“Process Agent”), as its agent to receive on behalf of such Borrower and its respective property all
writs, claims, process and summonses in any action or proceeding brought against it in the State of New York. Such service may
be made by mailing or delivering a copy of such process to the respective Borrower in care of the Process Agent at the address
specified above for the Process Agent, and each Borrower irrevocably authorizes and directs the Process Agent to accept such service
on its behalf. Failure by the Process Agent to give notice to either or both Borrowers or failure of either or both Borrowers to
receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent or any Borrower,
or of any judgment based thereon. Each Borrower covenants and agrees that it shall take any and all reasonable action, including
the execution and filing of any and all documents, that may be necessary to continue the delegation of the Process Agent above
in full force and effect and to cause the Process Agent to act as such. Nothing herein shall in any way be deemed to limit the
ability to serve any such writs, process or summonses in any other manner permitted by applicable law.


 



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9.10         
WAIVER OF JURY TRIAL. EACH PARTY HERETO AND EACH OTHER OBLIGOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR 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 PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


9.11         
Treatment of Certain Information; Confidentiality.


 


(a)               
Treatment of Certain Information. Each Obligor acknowledges that from time to time financial advisory, investment banking
and other services may be offered or provided to Holdco or one or more of the Subsidiaries (in connection with this Agreement or
otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Obligor hereby authorizes each Lender
to share any information delivered to such Lender by any Obligor or its Subsidiaries pursuant to this Agreement, or in connection
with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate, it being understood that any
such Subsidiary or Affiliate receiving such information shall be bound by the provisions of Section 9.11(b) as if it
were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination of the Commitments
or the termination of this Agreement or any provision hereof.


 


(b)              
Confidentiality. Each of Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (i) to its Affiliates and to its Related Parties (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential); (ii) to the extent required or requested by any regulatory authority purporting to have
jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association
of Insurance Commissioners); (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal
process (in which case Administrative Agent or such Lender, as applicable, shall promptly notify Borrowers in advance to the extent
lawfully permitted to do so and practicable); (iv) to any other party hereto; (v) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder; (vi) subject to an agreement containing provisions substantially the same as
those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
and obligations under this Agreement, or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or
other transaction under which payments are to be made by reference to a Borrower and its obligations, this Agreement or payments
hereunder; (vii) on a confidential basis to (A) any nationally-recognized rating agency in connection with rating Obligors or their
Subsidiaries or the credit facilities under this Agreement or (B) the CUSIP Service Bureau or any similar agency in connection
with the issuance and monitoring of CUSIP numbers with respect to this Agreements; (viii) with the express written consent of Holdco
or Borrowers; or (ix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this
Section, or (B) becomes available to Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential
basis from a source other than the Obligors. In addition, Administrative Agent and the Lenders may disclose the existence of this
Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and
service providers to Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan
Documents, and the Commitments. For purposes of this Section, “Information” means all information received
from the Obligors or any of their Subsidiaries or representatives relating to the Obligors or any of their Subsidiaries or any
of their respective businesses, other than any such information that is available to Administrative Agent or any Lender on a nonconfidential
basis prior to disclosure by the Obligors or any of their Subsidiaries or representatives; provided that, in the case of
information received from the Obligors or any of their Subsidiaries or representatives after the date hereof, such information
is identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 



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9.12         
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 or other amounts that are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that
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 to 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 therefore) until such cumulated
amount, shall have been received by such Lender. If Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal,
refunded to Borrowers.


 


9.13         
USA Patriot Act. Each of Administrative Agent and each Lender subject to the USA Patriot Act hereby notifies each Obligor
that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify, and record information that identifies
each Obligor and other information that will allow Administrative Agent and such Lender to identify each Obligor in accordance
with the USA Patriot Act. Each Obligor hereby agrees to provide such information promptly upon the request of Administrative Agent
or any Lender. Each Lender subject to the USA Patriot Act acknowledges and agrees that neither such Lender, nor any of its Affiliates,
participants or assignees, may rely on Administrative Agent to carry out such Lender’s, Affiliate’s, participant’s
or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot
Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the
“CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following
items relating to or in connection with any Obligor, its Affiliates or its agents, this Agreement, the Loan Documents or the transactions
hereunder or contemplated hereby: (a) any identity verification procedures, (b) any record-keeping, (c) comparisons with government
lists, (d) customer notices, or (e) other procedures required under the CIP Regulations or such other law.


 



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9.14         
Administrative Borrower. Each Borrower hereby irrevocably appoints (a) until the Consummation Date, the Parent
and (b) from and after the Consummation Date, New Holdco, as the borrowing agent and attorney-in-fact for all Borrowers (“Administrative
Borrower”) and the Parent hereby, and upon its joinder to this Agreement New Holdco shall be deemed to, accept such
appointment effective as of such date, in each case which appointment shall remain in full force and effect unless and until Administrative
Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another
Person has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower
to take on its behalf all actions required of such Borrower under the Loan Documents, and to exercise all powers and to perform
all duties of such Borrower thereunder, including to submit and receive all certificates, notices, elections, and communications.
For the avoidance of doubt and notwithstanding anything in this Agreement or any other Loan Document to the contrary, each Borrower
agrees that any notice, demand, certificate, delivery or other communication delivered by Administrative Agent or any Lender to
Holdco shall be deemed delivered to Borrowers at the time of such delivery.


 


9.15         
Joint and Several Obligations.


 


(a)               
All Obligations shall constitute joint and several obligations of Borrowers. Each Borrower expressly represents and acknowledges
that it is part of a common enterprise with the other Borrowers and that any financial accommodations by Administrative Agent,
the Lenders, or any of them, to any other Borrower hereunder and under the other Loan Documents are and will be of direct and indirect
interest, benefit and advantage to all Borrowers. Each Borrower acknowledges that any notice of Borrowing or any other notice given
by Holdco or any Borrower to Administrative Agent or the Lenders, shall bind all Borrowers, and that any notice given by Administrative
Agent or the Lenders to any Borrower shall be effective with respect to all Borrowers. Each Borrower acknowledges and agrees that
each Borrower shall be liable, on a joint and several basis, for all of the Loans and other Obligations, regardless of which such
Person actually may have received the proceeds of any of the Loans or other extensions of credit or the amount of such Loans or
other extensions of credit received or the manner in which Administrative Agent or the Lenders accounts among Borrowers for such
Loans or other Obligations on its books and records, and further acknowledges and agrees that Loans and other extensions of credit
to any Borrower inure to the mutual benefit of all of Borrowers and that Administrative Agent, and the Lenders are relying on the
joint and several liability of Borrowers in extending the Loans and other financial accommodations under the Loan Documents.


 


(b)              
Each Borrower shall be entitled to subrogation and contribution rights from and against the other Borrower to the extent
such Person is required to pay to Administrative Agent or any Lender any amount in excess of the Loans advanced directly to, or
other Obligations incurred directly by, such Person or as otherwise available under applicable law; provided, however,
that such subrogation and contribution rights are and shall be subject to the terms and conditions of clauses (c), (d), (f) and
(g) of this Section 9.15.


 



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(c)               
It is the intent of each Borrower, Administrative Agent, the Lenders, and any other Person holding any of the Obligations
that the maximum obligations of each Borrower hereunder (such Person’s “Maximum Borrower Liability”)
in any case or proceeding referred to below (but only in such a case or proceeding) shall not be in excess of:


 


(i)                
in a case or proceeding commenced by or against such Person under the Bankruptcy Code on or within one year from the date
on which any of the Obligations of such Person are incurred, the maximum amount that would not otherwise cause the Obligations
of such Person hereunder (or any other Obligations of such Person to Administrative Agent, the Lenders, and any other Person holding
any of the Obligations) to be avoidable or unenforceable against such Person under (A) Section 548 of the Bankruptcy Code
or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544
of the Bankruptcy Code; or


 


(ii)              
in a case or proceeding commenced by or against such Person under the Bankruptcy Code subsequent to one year from the date
on which any of the Obligations of such Person are incurred, the maximum amount that would not otherwise cause the Obligations
of such Person hereunder (or any other Obligations of such Person to Administrative Agent, the Lenders, and any other Person holding
any of the Obligations) to be avoidable or unenforceable against such Person under any state fraudulent transfer or fraudulent
conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or


 


(iii)            
in a case or proceeding commenced by or against such Person under any law, statute or regulation other than the Bankruptcy
Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement,
receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors
generally (collectively, “Other Debtor Relief Law”), the maximum amount that would not otherwise cause
the Obligations of such Person hereunder (or any other Obligations of such Person to Administrative Agent, the Lenders, and any
other Person holding any of the Obligations) to be avoidable or unenforceable against such Person under such Other Debtor Relief
Law, including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case
or proceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the Obligations
of any Borrower hereunder (or any other Obligations of such Person to Administrative Agent, the Lenders, and any other Person holding
any of the Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance
Provisions”); or


 


(iv)            
in relation to the joint and several liability of a Lux Borrower for any Obligations of any Obligor hereunder, the maximum
amount equivalent to the Maximum Borrower Liability of the Lux Borrower and 85% of each Lux Borrower’s own funds (capitaux
propres, as referred to in annex I to the grand-ducal regulation dated 18 December 2015 defining the form and content of the
presentation of balance sheet and profit and loss account, and enforcing the Luxembourg law of 19 December 2002 on the commercial
register and annual accounts) as reflected in the last annual accounts duly approved and available on the date of a payment request
being made under this Agreement; or


 



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(v)              
in relation to the joint and several liability of a German Borrower for any Obligations of any Obligor hereunder, the maximum
amount equivalent to the amount available for payment by the German Borrower on the date of a payment request being made under
this Agreement without (A) having the effect of reducing the Net Assets to an amount less than its stated Share Capital (Stammkapital)
(Begründung einer Unterbilanz), or (B) if its Net Assets are already lower than its stated Share Capital, causing such
amount to be further reduced (Vertiefung einer Unterbilanz) if and to the extent such limitation is necessary to avoid a
violation of § 30 or 31 German Limited Liability Companies Act (each of the events described in (A) and (B), a “Limitation
Event” Act).


 


(A)            
A Limitation Event pursuant to this Section 9.15(c)(v) shall only apply if and to the extent that:


 


(i)                
if following notification by Administrative Agent of claims against a German Borrower for any obligations of any Obligor
(the “Payment Notice”), such German Borrower provides to Administrative Agent, up-to-date interim pro
forma balance sheet or liquidity statement together with a calculation in reasonable details of the Net Assets as of the date of
receipt of the Payment Notice, within ten (10) Business Days (the “Management Determination”) stating
the extent to which the payment claims made in the Payment Notice would lead to a Limitation Event and the amount up to which the
payment for any obligations of any Obligor would not lead to a Limitation Event.


 


(ii)              
Administrative Agent is entitled to enforce the claims in such amount which is undisputed pursuant to the Management Determination.


 


(iii)            
If Administrative Agent has partly or totally rejected the Management Determination (which it may do so within twenty (20)
twenty Business Days of receipt of the Management Determination), such German Borrower shall have forty-five (45) Business Days
from the date Administrative Agent has rejected the Management Determination to provide to Administrative Agent an expert opinion
(the “Expert’s Determination”) by audit experts of international standard and reputation (or otherwise
reasonably acceptable by Administrative Agent) appointed by such German Borrower (at its own cost and expense), confirming the
amount up to which on the date of the Payment Notice the payment of any obligations of any Obligor would not lead to a Limitation
Event.


 


(B)             
The Limitation Event does not affect the right of the Lenders and Administrative Agent to claim again any outstanding amount
at a later point in time, subject always to the operation of the limitation set out above at the time of such enforcement.


 



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Notwithstanding the foregoing,
no provision of this Section 9.15(c) shall limit the liability of any Borrower for loans advanced directly or indirectly
to it under this Agreement.


 


(d)              
To the extent set forth in Section 9.15(c), but only to the extent that the Obligations of any Borrower hereunder
would otherwise be subject to avoidance under any Avoidance Provisions if such Person is not deemed to have received valuable consideration,
fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or obligations
of any Borrower hereunder would render such Person insolvent, or leave such Person with an unreasonably small capital or unreasonably
small assets to conduct its business, or cause such Person to have incurred debts (or to have intended to have incurred debts)
beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations of such Person are deemed
to have been incurred and transfers made under such Avoidance Provisions, then the obligations of such Person hereunder shall be
reduced to that amount which, after giving effect thereto, would not cause the Obligations of such Person hereunder (or any other
Obligations of such Person to Administrative Agent, the Lenders, and any other Person holding any of the Obligations), as so reduced,
to be subject to avoidance under such Avoidance Provisions. This Section 9.15(d) is intended solely to preserve the
rights hereunder of Administrative Agent, the Lenders, and any other Person holding any of the Obligations to the maximum extent
that would not cause the obligations of Borrowers hereunder to be subject to avoidance under any Avoidance Provisions, and none
of Borrowers nor any other Person shall have any right, defense, offset, or claim under this Section 9.15(d) as against
Administrative Agent, the Lenders, and any other Person holding any of the Obligations that would not otherwise be available to
such Person under the Avoidance Provisions.


 


(e)               
Each Borrower agrees that the Obligations may at any time and from time to time exceed the Maximum Borrower Liability of
such Person, and may exceed the aggregate Maximum Borrower Liability of all of Borrowers hereunder, without impairing this Agreement
or any provision contained herein or affecting the rights and remedies of Administrative Agent and the Lenders hereunder.


 


(f)               
In the event any Borrower (a “Funding Borrower”) shall make any payment or payments under this
Agreement or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder,
each other Borrower (each, a “Contributing Borrower”) shall contribute to such Funding Borrower an amount
equal to such payment or payments made, or losses suffered, by such Funding Borrower determined as of the date on which such payment
or loss was made multiplied by the ratio of (i) the Maximum Borrower Liability of such Contributing Borrower (without giving
effect to any right to receive any contribution or other obligation to make any contribution hereunder), to (ii) the aggregate
Maximum Borrower Liability of all Borrowers (including the Funding Borrowers) hereunder (without giving effect to any right to
receive, or obligation to make, any contribution hereunder). Nothing in this Section 9.15(f) shall affect the joint
and several liability of any Borrower to Administrative Agent or the Lenders for the entire amount of its Obligations. Each Borrower
covenants and agrees that its right to receive any contribution hereunder from a Contributing Borrower shall be subordinate and
junior in right of payment to all obligations of Borrowers to Administrative Agent and the Lenders hereunder.


 


(g)              
No Borrower will exercise any rights which it may acquire by way of subrogation hereunder or under any other Loan Document
or at law by any payment made hereunder or otherwise, nor shall any Borrower seek or be entitled to seek any contribution or reimbursement
from any other Borrower in respect of payments made by such Person hereunder or under any other Loan Document, until all amounts
owing to Administrative Agent and the Lenders on account of the Obligations are paid in full in cash. If any amounts shall be paid
to any Borrower on account of such subrogation or contribution rights at any time when all of the Obligations shall not have been
paid in full, such amount shall be held by such Person in trust for or, to the extent that this is not permissible under applicable
law, on behalf of Administrative Agent and the Lenders, segregated from other funds of such Person, and shall, forthwith upon receipt
by such Person, be turned over to Administrative Agent in the exact form received by such Person (duly endorsed by such Person
to Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, as provided for herein.


 



    	 	99	 



     


    




9.16         
Press Release and Related Matters. No Obligor shall, and no Obligor shall permit any of its Affiliates to, issue any
press release or other public disclosure using the name or logo or otherwise referring to Administrative Agent, any other Lender
or any of their respective Affiliates, the Loan Documents or any transaction contemplated therein to which Administrative Agent
is party without the prior consent of Administrative Agent or such Lender, as applicable, except to the extent required to do so
under applicable law and then, in any event, such Obligor or such Affiliate will advise Administrative Agent or such Lender as
soon as reasonably practicable with respect to such press release or other public disclosure.


 


9.17         
No Duty. All attorneys, accountants, appraisers, and other professional
Persons and consultants retained by Administrative Agent or any Lender shall have the right to act exclusively in the interest
of Administrative Agent and the Lenders and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation
of any type or nature whatsoever to Holdco, any Borrower, any holders of Equity Interests of any Obligor or any other Person.


 


9.18         
No Fiduciary Relationship. The relationship between Borrowers and the
other Obligors on the one hand and Administrative Agent and each Lender on the other is solely that of debtor and creditor, and
neither Administrative Agent nor any Lender has any fiduciary or other special relationship with Borrowers or any other Obligors,
and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship between Borrowers and the
other Obligors on the one hand and Administrative Agent and each Lender on the other to be other than that of debtor and creditor.


 


9.19         
Construction; Independence of Covenants.


 


(a)               
Each Borrower, each other Obligor (by its execution of the Loan Documents to which it is a party), Administrative Agent
and each Lender acknowledges that each of them has had the benefit of legal counsel of its own choice and has been afforded an
opportunity to review the Loan Documents with its legal counsel and that the Loan Documents shall be construed as if jointly drafted
by the parties thereto.


 


(b)              
Independence of Covenants. All covenants and other agreements contained in this Agreement or any other Loan Document shall
be given independent effect so that, if a particular action or condition is not permitted by any of such covenants or other agreements,
the fact that such action or condition would be permitted by an exception to, or otherwise be within the limitations of, another
covenant or other agreement shall not avoid the occurrence of a Default if such action is taken or such condition exists.


 



    	 	100	 



     


    




9.20         
Payments Set Aside. To the extent that any payment by or on behalf of any Obligor under any Loan Document is made to
Administrative Agent or any Lender, or Administrative Agent or any Lender exercises its right of set-off as to any Obligor, and
such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by Administrative Agent or such Lender in its discretion)
to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise,
then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally
agrees to pay to Administrative Agent upon demand its Pro Rata Share of any amount so recovered from or repaid by Administrative
Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to
the Federal Funds Effective Rate from time to time in effect.


 


9.21         
Benefits of Agreement. The Loan Documents are entered into for the sole protection and benefit of the parties hereto
and their permitted successors and assigns, and no other Person (other than any Related Parties of Administrative Agent, the Lenders,
and any Participants to the extent expressly provided for in Section 9.4(e)) shall be a direct or indirect beneficiary
of, or shall have any direct or indirect cause of action or claim in connection with, any Loan Document.


 


9.22         
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may
be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


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


 


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


 


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


 


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


 


(iii)            
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of
any EEA Resolution Authority.


 


9.23         
Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder
or under 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 Administrative Agent could purchase the first currency with such other


 


 



    	 	101	 



     


    




currency on the Business
Day preceding that on which final judgment is given. The obligation of the Obligors in respect of any such sum due from it to Administrative
Agent or any Lender 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 Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, Administrative Agent
or such Lender 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 Administrative Agent or any Lender in
the Agreement Currency, then the Obligors agree, as a separate obligation and notwithstanding any such judgment, to indemnify Administrative
Agent or such Lender 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 Administrative Agent or any Lender in such currency, then Administrative
Agent or such Lender agrees to return the amount of any excess to Borrowers (or to any other Person who may be entitled thereto
under applicable law).


 


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    	 	102	 



     


    

IN WITNESS WHEREOF,
each of the parties hereto has caused this Agreement to be duly executed and delivered by its officer or officers thereunto duly
authorized as of the date first above written.


 


 






	PARENT:	WESTROCK COMPANY, a Delaware corporation
	 	 
	 	 
	 	By: 	/s/John Stakel 
	 	 	Name: John Stakel
	 	 	Title: SVP/Treasurer








 


 


 


 


 



    	CREDIT AGREEMENT
	S-1	 



     


    




 





	BORROWERS:	WRK LUXEMBOURG S.À R.L., a limited liability company incorporated under the laws of Luxembourg
	 	 
	 	 
	 	By: 	/s/Lawrence S. Estrop 
	 	 	Name: Lawrence S. Estrop
	 	 	Title: European Treasury Director
	 	 	 
	 	 	 
	 	By:	/s/C.
    Mettlen   
	 	 	Name: C. Mettlen
	 	 	Title: Cat B Manager
	 	 	 
	 	 	 
	 	WRK INTERNATIONAL HOLDINGS S.À R.L., a limited liability company incorporated under the laws of Luxembourg
	 	 
	 	 
	 	By:	/s/Lawrence
    S. Estrop 
	 	 	Name: Lawrence S. Estrop
	 	 	Title: European Treasury Director
	 	 	 
	 	 	 
	 	By:	/s/C.
    Mettlen  
	 	 	Name: C. Mettlen
	 	 	Title: Cat B Manager
	 	 	 
	 	 	 
	 	MULTI PACKAGING SOLUTIONS LIMITED, a limited company incorporated under the laws of England and Wales
	 	 
	 	 
	 	By:	/s/T.
    Whitfield 
	 	 	Name: T. Whitfield
	 	 	Title: Director







 


 



    	CREDIT AGREEMENT
	S-2	 



     


    




 





	 	WESTROCK PACKAGING SYSTEMS GERMANY GMBH, a private limited liability company incorporated under the laws of Germany
	 	 
	 	 
	 	By:	/s/Tobias
    Gabriel 
	 	 	Name: Tobias Gabriel
	 	 	Title: GM, Plant Manager
	 	 	 
	 	 	 
	 	WESTROCK PACKAGING SYSTEMS GERMANY GMBH, a private limited liability company incorporated under the laws of Germany
	 	 
	 	 
	 	By:	/s/Andree
    Menzel 
	 	 	Name: Andree Menzel
	 	 	Title: GM, Sales Director









 


 


 






    	CREDIT AGREEMENT
	S-3	 



     


    




	ADMINISTRATIVE AGENT AND LENDER:	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent and a Lender
	 	 
	 	 
	 	By:	/s/Christopher
    Hartofilis   
	 	 	Name: Christopher Hartofilis
	 	 	Title: Executive Director
	 	 	 
	 	 	 
	 	By:	/s/Pieter
    van der Werff   
	 	 	Name: Pieter van der Werff
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	Commitment:   €116,000,000







 


 


 


 



    	CREDIT AGREEMENT
	S-4	 



     


    







	 	COMMERZBANK AG, NEW YORK BRANCH, as a Lender
	 	 
	 	 
	 	By:	/s/Pedro
    Bell  
	 	 	Name: Pedro Bell
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By:	/s/Veli-Matti
    Ahonen  
	 	 	Name: Veli-Matti Ahonen
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	Commitment:   €96,000,000







 


 


 


 



    	CREDIT AGREEMENT
	S-5	 



     


    







	 	TD BANK, N.A., as a Lender
	 	 
	 	 
	 	By:	/s/Michele
    Dragonetti  
	 	 	Name: Michele Dragonetti
	 	 	Title: Senior Vice President
	 	 	 
	 	 	 
	 	Commitment:   €96,000,000	 







 


 


 


 



    	CREDIT AGREEMENT
	S-6	 



     


    







	 	ING BANK N.V., DUBLIN BRANCH, as a Lender
	 	 
	 	 
	 	By:	/s/Shaun
    Hawley  
	 	 	Name: Shaun Hawley
	 	 	Title: Director
	 	 	 
	 	 	 
	 	By:	/s/Padraig
    Matthews  
	 	 	Name: Padraig Matthews
	 	 	Title: Director
	 	 	 
	 	 	 
	 	Commitment:   €96,000,000







 


 


 


 






    	CREDIT AGREEMENT
	S-7	 



     


    




	 	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
	 	 
	 	 
	 	By:	/s/James
    D. Weinstein  
	 	 	Name: James D. Weinstein
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	Commitment:   €96,000,000







 


 


 


 


 





	CREDIT AGREEMENT	S-8