Exhibit 10.1

FIRST AMENDMENT

FIRST AMENDMENT, dated as of February 9, 2021 (this “Amendment”), by and among SCHWEITZER-MAUDUIT INTERNATIONAL, INC., a Delaware corporation (“Parent” or “U.S. Borrower”), SWM LUXEMBOURG, a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 17, rue Edmond Reuter, L-5326 Contern, Grand-Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 180.186 (“SWM Luxembourg” and, together with U.S. Borrower, the “Borrowers” and, individually, each a “Borrower”), the other Loan Parties party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein but not otherwise defined have the meanings assigned to such terms in the Credit Agreement (as hereinafter defined).

W I T N E S S E T H:

WHEREAS, the Borrowers, the Lenders from time to time party thereto prior to giving effect to this Amendment, the other agents party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, previously entered into that certain Credit Agreement, dated as of September 25, 2018 (the “Existing Credit Agreement”, and as amended by this Amendment and as further amended, restated, modified or supplemented from time to time, the “Credit Agreement”);

WHEREAS, Parent has notified the Administrative Agent that it is requesting that the Term B Lenders provide Term B Commitments in an aggregate principal amount of $350,000,000 on the terms and conditions set forth in this First Amendment and the Credit Agreement;

WHEREAS, in accordance with the Existing Credit Agreement, including Section 2.09 thereof, and the terms and conditions set forth herein and in Annex A hereto, the Borrowers, the Lenders and the Administrative Agent wish to effect this First Amendment; and

WHEREAS, each of the undersigned hereby consents to the terms of this Amendment.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.      Certain Amendments to the Existing Credit Agreement and Loan Documents.

(a)            The Existing Credit Agreement is, effective as of the First Amendment Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Existing Credit Agreement attached as Annex A hereto.

(b)            the Exhibits to the Credit Agreement are, effective as of the First Amendment Effective Date, hereby amended and restated in their entirety as set forth in Annex B hereto.

(c)            Schedules 2.01A and 5.13 to the Credit Agreement are, effective as of the First Amendment Effective Date, hereby amended and restated in their entirety as set forth in Annex C hereto.

(d)            The Security Agreement is, effective as of the First Amendment Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Security Agreement attached as Annex D hereto.

(e)            Each of the undersigned hereby consents to the Amendment and the modification of the Loan Documents as contemplated thereby.

SECTION 2.      Amendment Effectiveness. This Amendment shall become effective on and as of the first date on which the conditions specified in Section 4.01 of the Credit Agreement have been satisfied (or waived in accordance with Section 9.02 of the Credit Agreement) (such date, the “First Amendment Effective Date”).

SECTION 3.      Representations and Warranties. On and as of the First Amendment Effective Date, immediately upon giving effect to this Amendment, each Loan Party hereby represents and warrants to the Administrative Agent and each Lender that (x) this Amendment has been duly authorized, executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (y) (A) no Default or Event of Default has occurred and is continuing and (B) the representations and warranties in Article III of the Credit Agreement are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects (after giving effect to such qualifications)) on and as of the First Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made or for the respective period, as the case may be.

SECTION 4.      No Other Amendments; References to the Credit Agreement. Other than as specifically provided herein or in the Credit Agreement, this Amendment shall not operate as a waiver or amendment of any right, power or privilege of the Lenders under (and as defined in) the Existing Credit Agreement or any other Loan Document (as such term is defined in the Existing Credit Agreement) or of any other term or condition of the Existing Credit Agreement or any other Loan Document (as such term is defined in the Existing Credit Agreement) nor shall the entering into of this Amendment preclude the Lenders from refusing to enter into any further waivers or amendments with respect to the Existing Credit Agreement. All references to the Existing Credit Agreement in any document, instrument, agreement, or writing that is a Loan Document shall from and after the First Amendment Effective Date be deemed to refer to the Credit Agreement, and, as used in the Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and words of similar import shall mean, from and after the First Amendment Effective Date, the Credit Agreement. This Amendment shall be a Loan Document for all purposes under the Credit Agreement and the other Loan Documents.

SECTION 5.      Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.

SECTION 6.      Execution in Counterparts. This Amendment 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. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.

SECTION 7.      Governing Law; Jurisdiction.

(a)            THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(b)            This Amendment will be subject to the provisions of Section 9.09 of the Amended Credit Agreement, mutatis mutandis.

SECTION 8.      Reaffirmation.

(a)            Each Loan Party hereby (i) expressly acknowledges the terms of the Credit Agreement (as amended by this Amendment), (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements as amended by this Amendment) executed by the undersigned, (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, (iv) agrees that each Collateral Document (as amended by this Amendment) secures all Secured Obligations of the Loan Parties in accordance with the terms thereof and (v) confirms this Amendment does not represent a novation of any Loan Document or of any Secured Obligations. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to each Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Secured Obligations.

(b)            Each Loan Party hereby reaffirms, as of the First Amendment Effective Date, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby and (ii) its guarantee of payment of the Secured Obligations pursuant to the Subsidiary Guaranty.

(c)               Parent hereby reaffirms, as of the First Amendment Effective Date, its guarantee of payment of the Secured Obligations pursuant to Article X of the Credit Agreement.

(d)           Each Loan Party hereby certifies that, as of the date hereof (immediately after giving effect to the occurrence of the First Amendment Effective Date and the effectiveness of the Amendment), the representations and warranties made by it contained in the Loan Documents to which it is a party are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects (after giving effect to such qualifications)) on and as of the First Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made or for the respective period, as the case may be.

(e)            Each Loan Party hereby acknowledges and agrees that the acceptance by the Administrative Agent and each applicable Lender of this document shall not be construed in any manner to establish any course of dealing on such Person’s part, including the providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in any Loan Document with respect to any future amendment, waiver, supplement or other modification to any Loan Document or any arrangement contemplated by any Loan Document.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first written above.

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Annex A

Amended Credit Agreement

See attached.

Execution Version

ANNEX A to First Amendment

CREDIT AGREEMENT¹

dated as of

September 25, 2018

among

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
and
SWM LUXEMBOURG,
as Borrowers,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,

JPMORGAN CHASE BANK, N.A.,
BARCLAYS BANK PLC,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
SUNTRUST ROBINSON HUMPHREY, INC., and

AGFIRST FARM CREDIT BANK,
as Joint Bookrunners and Joint Lead Arrangers,

and

BARCLAYS BANK PLC,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
SUNTRUST BANK, and

AGFIRST FARM CREDIT BANK,
as Co-Syndication Agents

¹ With respect to the First Amendment (as defined herein) (i) JPMorgan Chase Bank, N.A., BofA Securities, Inc., Barclays Bank PLC and Truist Securities, Inc. acted as joint bookrunners and joint lead arrangers, (ii) Bank of America, N.A., Barclays Bank PLC and Truist Bank acted as co-syndication agents and (iii) Citizens Bank, N.A., Fifth Third Bank, MUFG Union Bank, N.A. and PNC Capital Markets, LLC acted as co-documentation agents.

TABLE OF CONTENTS

CREDIT AGREEMENT

CREDIT AGREEMENT, dated as of September 25, 2018 (as it may be amended, restated, modified, extended or supplemented from time to time, this “Agreement”) by and among SCHWEITZER-MAUDUIT INTERNATIONAL, INC., a Delaware corporation (“Parent” or “U.S. Borrower”), SWM LUXEMBOURG, a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 17, rue Edmond Reuter, L-5326 Contern, Grand-Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 180.186 (“SWM Luxembourg” and, together with U.S. Borrower, the “Borrowers” and, individually, each a “Borrower”), the Lenders (as defined below) that are from time to time a party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, SUNTRUST ROBINSON HUMPHREY, INC., and AGFIRST FARM CREDIT BANK, as Joint Lead Arrangers and Joint Bookrunners, and BARCLAYS BANK PLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, SUNTRUST BANK, and AGFIRST FARM CREDIT BANK, as Co-Syndication Agents.

R E C I T A L S:

WHEREAS, simultaneously with the execution of this Agreementon September 25, 2018, the Borrowers intend to refinanced in full and terminated the outstanding obligations under the Existing Credit Agreement (as defined below);

WHEREAS, the Borrowers have requested that the Lenders provide Commitments of (i) $500,000,000 in the aggregate to be available for Revolving Loans and Swingline Loans to the Borrowers and Letters of Credit issued for the account of the Borrowers, and (ii) $200,000,000 in the aggregate for Term Loans; and

WHEREAS, the applicable Lenders have indicated their willingness to lend and the Issuing Bank has indicated its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants set forth below, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

Definitions

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

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“Acceptance Condition” means, in respect of a Takeover Offer, the condition to the Takeover Offer with respect to the number of acceptances to the Takeover Offer which must be secured to declare the Takeover Offer unconditional as to acceptances.

“Accepting Term B Lenders” has the meaning assigned to such term in Section 2.21(h).

“Acquisition Co” means any wholly-owned direct or indirect Subsidiary or Subsidiaries of Parent used to effectuate the Target Acquisition and specified as the offeror in a Scheme Document or an Offer Document.

“Acquisition Expenses” means fees, costs and expenses related to any Permitted Acquisition or Investment permitted hereunder.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A. and, as applicable, any of its designated Affiliates, including, without limitation, J.P. Morgan AG, each in its capacity as administrative agent for the Lenders hereunder.

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

“Adverse Tax Ruling” means a final ruling by the Supreme Court of Brazil against the taxpayer, SWM Brazil, and in favor of the applicable tax authorities regarding either one or more assessments by the tax authorities of the State of Rio de Janeiro for Imposto sobre Circulação de Mercadorias e Serviços for the period January 1995 through November 2017.

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

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

“Agent Indemnitee” has the meaning assigned to such term in Section 9.03(c).

“Agreed Currencies” means Dollars and each Offshore Currency

“Agreement” has the meaning set forth in the Preamble.

“AHYDO Catch-Up Payment” means any payment with respect to any obligations of the Loan Parties and their Restricted Subsidiaries, including subordinated debt obligations, in each case to avoid the application of Section 163(e)(5) of the Code.

“All-in Yield” means the yield of the applicable Indebtedness, whether in the form of interest rate, margin, commitment or ticking fees, original issue discount, upfront fees, index floors or otherwise, in each case payable generally to lenders, provided that original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity, and shall not include arrangement fees, structuring fees or other fees not paid to the applicable lenders generally.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for Dollars for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that for the purpose of this definition, the Adjusted LIBO Rate for Dollars for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as so determined would be less than zero1.00%, such rate shall be deemed to be zero1.00% for purposes of this Agreement; provided, that solely with respect to the Term B Loans, if the Alternate Base Rate as so determined would be less than 1.75%, such rate shall be deemed to be 1.75% for purposes of this Agreement.

“Anti-Corruption Laws” means any provision (including any rules and regulations promulgated thereunder) of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, or similar anti-bribery or anti-corruption laws of a jurisdiction in which the Parent or any of its Subsidiaries conduct their business and to which they are lawfully subject.

“Applicable Party” has the meaning assigned to such term in Section 8.03(c).

“Applicable Percentage” means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Revolving Lender’s Revolving Commitment; provided that in the case of Section 2.20 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the total Revolving Commitments (disregarding any Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“Applicable Rate” means, for any day, with respect to any:

(a) (x) with respect to any ABR Term B Loan, a rate per annum equal to 3.00% and (y) with respect to any Eurodollar Term B Loan, a rate per annum equal to 4.00%; and

(b) with respect to any ABR Term A Loan, Eurodollar Term A Loan, ABR Revolving Loan or Eurodollar Revolving Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Revolving Loans Spread and Letter of Credit Fees”, “ABR Revolving Loans Spread”, “ Eurodollar Term A Loans Spread”, “ABR Term A Loans Spread” or “Commitment Fee Rate”, as the case may be, based upon the Borrowers’ Net Debt to EBITDA Ratio as of the most recent determination date:

For purposes of the foregoing clause (b), (a) until the delivery to the Administrative Agent of the annual or quarterly consolidated financial statements delivered pursuant to Section 5.01 and corresponding compliance certificate of the Parent for the first fiscal quarter following the Effective Date, the Applicable Rate shall be deemed to be the applicable rate in Level III set forth above, (b) the Applicable Rate shall be determined as of the end of each fiscal quarter of Parent based upon Parent’s annual or quarterly consolidated financial statements delivered pursuant to Section 5.01 and (c) each change in the Applicable Rate resulting from a change in the Net Debt to EBITDA Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that, the Net Debt to EBITDA Ratio shall be deemed to be at Level I set forth above (A) at any time that an Event of Default has occurred and is continuing or (B) if the Borrowers fail to deliver the annual or quarterly consolidated financial statements required to be delivered by them pursuant to Section 5.01, during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.

In the event that any financial statement or certification delivered pursuant to Section 5.01 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, (i) Parent shall immediately (a) deliver to the Administrative Agent a corrected compliance certificate for such Applicable Period and (b) determine the Applicable Rate for such Applicable Period based upon the corrected compliance certificate, and (ii) the applicable Borrower shall immediately pay to the Administrative Agent for the benefit of the Lenders the accrued additional interest and other fees owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly distributed by the Administrative Agent to the Lenders entitled thereto.

“Approved Electronic Platform” has the meaning assigned to such term in Section 8.03(a).

“Approved Fund” has the meaning assigned to such term in Section 9.04(b).

“Arranger” means any of JPMorgan Chase Bank, N.A., Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), SunTrust Robinson Humphrey, Inc., and AgFirst Farm Credit Bank in their capacity as joint bookrunners and joint arrangers hereunder.

“Asset Disposition” means any sale, transfer, lease (other than an operating lease entered into in the ordinary course of business) or other disposition of any properties or assets of any Borrower or any of its Restricted Subsidiaries (including, without limitation, pursuant to a Sale and Leaseback Transaction, any such sale, transfer or disposition of Equity Interests and any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division) in a single transaction or in a series of related transactions, other than Excluded Asset Dispositions.

“Asset Sale Prepayment Event” means:

(a)            any Asset Disposition (including pursuant to a Sale and Leaseback Transaction) by any Borrower or any Restricted Subsidiary, other than dispositions described in Section 6.04(i) and (iii); or

(b)            any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Restricted Subsidiary with a fair value immediately prior to such event equal to or greater than $10,000,000.

“Asset Swap” means an exchange (or concurrent purchase and sale) of property, plant, equipment or other assets (excluding working capital or current assets) of Parent or any of its Restricted Subsidiaries for Related Business Assets of another Person.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 2.14.

“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 EEAAffected Financial Institution.

“Bail-In Legislation” means, (a) 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, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Backstop Credit Agreement” means that certain Backstop Credit Agreement, dated as of January 27, 2021, by and among Parent, the additional borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder.

“Banking Services” means each and any of the following bank services provided to any Loan Party or any of their Subsidiaries by any Lender or any Affiliate thereof at the time of making or entering into such Banking Services (or any Banking Services in existence as of the Effective Date): (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without limitation, controlled disbursement, concentration, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services).

“Banking Services Obligations” means any and all obligations of the Loan Parties or its Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Bankruptcy Action” means any proceeding, filing or other action (whether judicial or non-judicial) seeking a liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or other similar laws now or hereinafter in effect, or any other cessation of operations and settlement with creditors.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Bankruptcy Action” means any proceeding, filing or other action (whether judicial or non-judicial) seeking a liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or other similar laws now or hereinafter in effect, or any other cessation of operations and settlement with creditors.

“Benchmark” means, initially, the LIBO Rate; provided, that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.14.

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

(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrowers as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable currency at such time and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, solely with respect to a Loan denominated in Dollars, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice,  on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).

If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable agreed currency at such time;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

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

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

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

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein; or

(3) in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the Borrowers pursuant to Section 2.14(c); or

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

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

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

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

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

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

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

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

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

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

“Borrower” and/or “Borrowers” has the meaning set forth in the Preamble.

“Borrowing” means (a) Revolving Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) Term A Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (c) Term B Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (d) a Swingline Loan.

“Borrowing Request” means a request by the applicable Borrower for a Revolving Borrowing in accordance with Section 2.03, which shall be, in the case of any such written request, substantially in the form of Exhibit B or any other form approved by the Administrative Agent.

“Brazil Tax Assessment” means those certain tax assessments existing as of the Effective Date against SWM Brazil by the tax authorities of the State of Rio de Janeiro, Brazil with respect to the transaction tax on the Circulation of Goods and Services for Interstate and Intermunicipal Transportation and Communications (ICMS) for the period from January 1995 through November 2017.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, if a determination of a Business Day shall relate to (a) a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are closed for dealings in U.S. Dollar deposits in the London interbank market, (b) an Offshore Currency Loan or Letter of Credit denominated in Euros, or any other dealings in Euros to be carried out pursuant to this Agreement, the term “Business Day” shall also exclude any day that is not a TARGET Day, (c) any other Loan or Letter of Credit in any Offshore Currency, the term “Business Day” shall also exclude any day on which dealings in deposits in the relevant Offshore Currency are not conducted by and between banks in the applicable offshore interbank market for such Offshore Currency and (d) any Foreign Borrower, the term “Business Day” shall also exclude any day on which banks in the Grand-Duchy of Luxembourg are authorized or required by law to remain closed.

“Capital Expenditures” means, for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Restricted Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Restricted Subsidiaries.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Certain Funds Borrowing Date” means the date of any Borrowing of Term B Loans or Certain Funds Revolving Loans.

“Certain Funds Default” means an Event of Default arising from any of the following, with respect to the U.S. Borrower or any Acquisition Co (if any) only (and not, for the avoidance of doubt, with respect to any member of the Target Group or any obligation to procure performance by any other person and in particular any member of the Target Group):

“Certain Funds Period” means the period starting on the First Amendment Effective Date and ending on the earlier of (a) the Certain Funds Termination Time and (b) the Long Stop Date.

“Certain Funds Purposes” means:

“Certain Funds Representations” means each of the representations made by the U.S. Borrower or any Acquisition Co (with respect to themselves only, and not, for the avoidance of doubt, with respect to any member of the Target Group or any obligation to procure performance by any other Person and in particular any member of the Target Group), set out in the first sentence of Section 3.01 and Sections 3.02, 3.03 and 3.25.

“Certain Funds Revolving Loans” has the meaning assigned to such term in Section 5.08(a).

“Certain Funds Termination Time” means 11:59 p.m. (London Time) on the first date on which a Mandatory Cancellation Event occurs or exists; provided that, in respect of clauses (a)(i) through (iii) of the definition of “Mandatory Cancellation Event”, if for the purposes of switching from a Scheme to a Takeover Offer, within five (5) Business Days of such event, Parent has notified the Administrative Agent it intends to issue, and then within ten (10) Business Days after delivery of such notice does issue, an Offer Press Announcement, no Mandatory Cancellation Event shall have occurred pursuant to any such clause.

“Change in Control” means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Parent.

“Change in Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof 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, issued or implemented.

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

“City Code” means the City Code on Takeovers and Mergers, as amended.

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are U.S. Revolving Loans, EUR Revolving Loans, Term A Loans, Term B Loans, U.S. Revolving Commitments, EUR Revolving Commitments, Term A Commitments, Term B Commitments or Swingline Loans.

“Clean-Up Date” has the meaning assigned to such term in Article VII.

“Closing Date” means the date on which the conditions specified in Section 4.02 are satisfied (or waived in accordance with Section 9.02).

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

“Collateral” means any and all personal property owned, leased or operated by any Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the Secured Obligations; provided, however, that Collateral shall not include the Excluded Assets.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement and any other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other security agreements, pledge agreements, guarantees whether theretofore, now or hereafter executed by any Loan Party and delivered to the Administrative Agent.

“Commitment” means, with respect to each Lender, such Lender’s Term Loan Commitment and Revolving Commitment, as applicable.

“Commitment Schedule” means Schedule 2.01A

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

“Communications” has the meaning assigned to such term in Section 8.03(c).

“Computation Date” means (a) each date of a delivery of a Borrowing Request, (b) with respect to any Letter of Credit, each of the following: (i) each date of a Borrower’s delivery of a request for the issuance of a Letter of Credit, (ii) each date of a Borrower’s request for an amendment of any such Letter of Credit having the effect of increasing the amount thereof, and (iii) each date of any payment by the Issuing Bank under any Letter of Credit, and (c) the last day of each fiscal quarter.

“Consolidated Income Tax Expense” means, with respect to Parent and its Restricted Subsidiaries for any period, the provision for taxes based on income or profits or capital, including, without limitation, federal, state, provincial, local, foreign, unitary, excise, property, franchise and similar taxes and foreign withholding and similar taxes, in each case of Parent and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP paid or accrued during such period, including any penalties and interest related to such taxes or arising from any tax examinations, to the extent the same were deducted in computing Net Income.

“Consolidated Non-cash Charges” means, with respect to Parent and its Restricted Subsidiaries for any period, the aggregate depreciation, amortization (including amortization of goodwill, other intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses) and other non-cash expenses, charges, losses and other items of Parent and its Restricted Subsidiaries reducing Net Income of Parent and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any charge which requires an accrual of or a reserve for cash charges for any future period).

“Consolidated Total Assets” means, as of any date of determination, the total amount of assets of the U.S. Borrower and its Restricted Subsidiaries or, in the case of Foreign Subsidiaries, the total assets of such Foreign Subsidiaries on an combined basis, determined on a consolidated basis in accordance with GAAP, as reflected in most recent balance sheet delivered pursuant to Section 5.01(a) or 5.01(b), as applicable.

“Contract Consideration” has the meaning assigned to such term in the definition of “Excess Cash Flow”.

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

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. “Court” means the High Court of Justice of England and Wales.

“Court Meeting” means the meeting or meetings of Scheme Shareholders (or any adjournment thereof) to be convened at the direction of the Companies Court in the Chancery Division of the High Court of Justice of England and Wales (the “Court”) for the purposes of considering and, if thought fit, approving the Scheme.

“Covered Entity” means any of the following:

“Covered Party” has the meaning assigned to it in Section 9.19.

“Credit Event” has the meaning assigned to such term in Section 4.024.04.

“Credit Party” means the Administrative Agent, each Issuing Bank, the Swingline Lenders or any other Lender.

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

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

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

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Administrative Agent and Parent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

“Delaware Divided LLC” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

“Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

“Delaware LLC Divisions” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

“Domestic Subsidiary” means any direct or indirect Subsidiary of Parent that is organized under the laws of the United States, any State or commonwealth thereof (not including any territory or possession thereof) or the District of Columbia.

“Early Opt-in Election” means:

(a)           in the case of Loans denominated in Dollars, the occurrence of:

(i)             a notification by the Administrative Agent to (or the request by the Borrowers to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(ii)            the joint election by the Administrative Agent and the Borrowers to trigger a fallback from LIBO Rate and the provision by the Administrative Agent of written notice of such election to the Lenders; and

(b)            in the case of Loans denominated in an Offshore Currency, the occurrence of:

(i)            (A) a determination by the Administrative Agent or (B) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrowers) that the Required Lenders have determined that syndicated credit facilities denominated in the applicable Offshore Currency being executed at such time, or that include language similar to that contained in Section 2.14 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate, and

(ii)           (A) the election by the Administrative Agent or (B) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrowers and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.

“EBITDA” means, with respect to Parent and its Restricted Subsidiaries, for any period:

in each case, on a consolidated basis and determined in accordance with GAAP. In addition to and without limitation of the foregoing, for purposes of this definition and to the extent otherwise provided for in this Agreement, “EBITDA” and “Net Income” (and the component definitions thereof) shall be calculated after giving effect on a pro forma basis for the period of such calculation, to any Asset Dispositions or other dispositions or asset acquisitions, investments, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) occurring during any period of four consecutive fiscal quarters (the “Reference Period”), as if such Asset Disposition or other disposition or acquisition of assets, investment, merger, consolidation or discontinuance of operations occurred on the first day of the Reference Period. For purposes of this definition, pro forma calculations shall be made in the good faith determination of a Financial Officer of Parent. Any such pro forma calculation may include, without limitation, adjustments calculated in accordance with Regulation S-X under the Securities Act of 1933, as amended.

“ECF Percentage” means 50%; provided, that with respect to any fiscal year of Parent ending after the Closing Date, the ECF Percentage shall be reduced to 25% and 0%, respectively, if as of the last day of the applicable fiscal year Parent’s Net Debt to EBITDA Ratio was less than 3.50: 1.00 or 3.00: 1.00, respectively.

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

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

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

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02)September 25, 2018.

“Electing Guarantors” means any Excluded Subsidiary that, at the option, and in the sole discretion, of Parent has been designated a Loan Party and is reasonably acceptable to the Administrative Agent; provided, that no Electing Guarantors shall be re-designated as Excluded Subsidiaries to the extent an Event of Default has occurred and is continuing.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the EMU for the introduction of, changeover to or operation of a single or unified European currency.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (i) the environment, (ii) preservation or reclamation of natural resources, (iii) the management, release or threatened release of any Hazardous Material or (iv) health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrowers, any Restricted Subsidiary, or solely in respect of Section 9.03(b), any other Subsidiary, directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equipment” shall have the meaning assigned to such term in the New York Uniform Commercial Code.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest, but excluding any debt securities convertible into any of the foregoing.

“Equivalent Amount” means, whenever this Agreement requires or permits a determination on any date of the equivalent in any currency (the “base currency”) of an amount expressed in any other currency (the “other currency”), the equivalent amount in such base currency of such amount expressed in the other currency as determined by the Administrative Agent or Borrowers, as applicable, on such date on the basis of the Spot Rate for the purchase of the base currency with such other currency on the relevant Computation Date provided for hereunder.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, with respect to a Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrowers or any of their ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrowers or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrowers or any of their ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrowers or any ERISA Affiliate of any notice imposing Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

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

“Euro”, “EUR” and “€” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

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

“EUR Revolving Commitment” means, at any time, with respect to each Lender, the commitment, if any, of such Lender to make EUR Revolving Loans in Euros and to acquire participations in Letters of Credit issued in Euros in connection therewith up to the amount set forth on the Commitment Schedule (or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable) as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04. The EUR Revolving Commitment of each EUR Revolving Credit Lender is a sub-commitment of its Revolving Commitment. The initial aggregate amount of the Lenders’ EUR Revolving Commitments is the Equivalent Amount in Euros of $480,000,000.

“EUR Revolving Credit Exposure” means, with respect to any EUR Revolving Credit Lender at any time, the sum of the Equivalent Amount in U.S. Dollars of the outstanding principal amount of such Lender’s EUR Revolving Loans and its LC Exposure with respect to Letters of Credit issued in Euros at such time.

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

“EUR Revolving Loan” means a Loan made pursuant to Section 2.01(b).

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” means for any fiscal year of Parent, the excess, if any, of (a) the sum, without duplication, of (i) Net Income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Net Income, (iii) decreases in working capital for such fiscal year and (iv) the aggregate net amount of non-cash loss on Asset Dispositions during such fiscal year (other than sales of inventory in the ordinary course of business) to the extent deducted in arriving at such Net Income over (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Net Income, (ii) the aggregate amount actually paid by Parent and its Restricted Subsidiaries in cash during such fiscal year on account of Capital Expenditures (except to the extent that such Capital Expenditures made in cash were financed with the proceeds of Indebtedness of Parent or its Subsidiaries and any such Capital Expenditures financed with the Net Cash Proceeds of any Asset Disposition that are retained by the Borrowers pursuant to clause (i) of the proviso to Section 2.11(e)), (iii) the aggregate amount of all voluntary prepayments of Funded Debt (other than (A) the Term Loans, (B) Revolving Loans and (C) any other revolving credit facility to the extent there is not an equivalent permanent reduction in commitments) of Parent and its Restricted Subsidiaries made during such fiscal year to the extent that such prepayments were financed with internally generated cash of Parent and its Restricted Subsidiaries, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including the Term Loans) of Parent and its Restricted Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) increases in working capital for such fiscal year, (vi) the aggregate net amount of non-cash gain on Asset Dispositions during such fiscal year (other than sales of inventory in the ordinary course of business), (vii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Parent and its Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness, (viii) the amount of Taxes paid in cash or Tax reserves set aside or payable (without duplication) with respect to such period to the extent they exceed the amount of Tax expense deducted in determining net income for such period, (ix) cash expenditures in respect of Swap Agreements during such fiscal year, (x) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the aggregate amount of cash consideration paid by Parent and its Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such period in respect of Permitted Acquisitions or other acquisitions of property or assets from third parties pursuant to Section 6.05 to the extent that such amounts were financed with internally generated cash of Parent and its Restricted Subsidiaries, (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Parent or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures or acquisitions of intellectual property to be consummated or made during the period of four consecutive fiscal quarters of Parent following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions or Capital Expenditures or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, in each case, to the extent included in arriving at such Net Income and (xii) without duplication in any subsequent period and to the extent that such amounts were financed with internally generated cash of Parent and its Restricted Subsidiaries, the amount of Restricted Payments actually paid and permitted to be paid pursuant to Section 6.07(a)(iv) and/or (v) during such period or after the last day of such period and prior to the date for which the applicable Excess Cash Flow prepayment is required under Section 2.11(g).  For the avoidance of doubt, for purposes of calculating “Excess Cash Flow”, Net Income shall not include the consolidated net income (or loss) of a Person earned prior to the date such Person becomes a Restricted Subsidiary.

“Excess Cash Flow Application Date” has the meaning assigned to such term in Section 2.11(g).

“Excluded Assets” means (i) all leasehold interests in real property, (ii) all fee-owned real property, (iii) interests in partnerships, joint ventures and non-wholly-owned subsidiaries which cannot be pledged without the consent of one or more third parties pursuant to the applicable partnership, joint venture or shareholders’ agreement (after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law), (iv) Equity Interests of Immaterial Subsidiaries (except to the extent perfection can be achieved with a UCC-1 financing statement), captive insurance subsidiaries, not-for-profit subsidiaries, special purpose entities and Unrestricted Subsidiaries, (v) Margin Stock (to the extent prohibited by applicable margin regulations to be pledged), (vi) security interests to the extent the same would result in adverse tax consequences, as reasonably determined by the Borrowers in good faith, (vii) any property and assets the pledge of which would require governmental consent, approval, license or authorization or is prohibited or restricted by applicable law (after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law), (viii) any lease, license or agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto or otherwise require consent thereunder (after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law), the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition (only so long as such consent has not been obtained and such prohibition exists and only to the extent prohibition is not created in contemplation of such grant), (ix) motor vehicles, airplanes and other assets subject to certificates of title (except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements), (x) letter of credit rights (other than those constituting supporting obligations of other Collateral) of U.S. Loan Parties below a threshold of $10,000,000 and commercial tort claims of U.S. Loan Parties below a threshold of $10,000,000, (xi) any “intent-to-use” trademark applications prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (xii) finished goods inventory sold by any Loan Party but the possession of which is maintained by such Loan Party under any inventory management or similar program, including, but not limited to, any finished goods inventory held at Parent’s Spotswood facility held for Phillip Morris USA, (xiii) any property with respect to which the Administrative Agent, in its sole discretion, determines that the cost or burden of subjecting such property to a Lien under the SecurityCollateral Documents is disproportionate to the value of the collateral security afforded thereby, (xiv) except to the extent specifically provided for herein, any property or assets of an Excluded Subsidiary, (xv) Equipment or other assets otherwise constituting Collateral owned by any Loan Party on the date hereof or hereafter acquired that is subject to a Lien securing purchase money Indebtedness or Capital Lease Obligations permitted to be incurred pursuant to the provisions of this Agreement (including, for the avoidance of doubt, any Indebtedness permitted to be incurred pursuant to Section 6.01(e)) if the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money Indebtedness, Capital Lease Obligations or Indebtedness permitted to be incurred pursuant to Section 6.01(e)) validly prohibits the creation of any other Lien on such Equipment or such other asset, (xvi) any Equity Interests of the type which are not required to be pledged pursuant to Section 5.09(c) of this Agreement and (xvii) Excluded Accounts (as such term is defined in the Security Agreement).

“Excluded Asset Disposition” means (i) any transfer, conveyance, sale, lease or other disposition of property or assets having a fair market value of less than, for any single transaction or series of related transactions, $5,000,000; (ii) sales or other dispositions of cash or Permitted Investments in the ordinary course of business; (iii) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (iv) the disposition of obsolete, worn out, uneconomical or surplus assets or assets no longer used or useful in the business in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business; (v) an Investment that is otherwise permitted by this Agreement; (vi) the creation of a Permitted Lien (but not the sale or other disposition of the property subject to such Lien); (vii) leases, subleases or assignments in the ordinary course of business to third Persons not interfering in any material respect with the business of Parent or any of its Restricted Subsidiaries and otherwise in accordance with the provisions of this Agreement; (viii) dispositions of aged or non-collectable accounts receivable and related assets, or participations therein, in connection with the collection or compromise thereof (including sales to factors or other third parties or discount and/or forgiveness thereof or to insurers which have provided insurance as to collection thereof) in the ordinary course of business; (ix) (a) non-exclusive licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business and (b) the non-exclusive granting of access and use rights in respect of intellectual property or other general intangibles in the context of joint development arrangements and joint marketing arrangements entered into in the ordinary course of business; (x) foreclosures on assets to the extent it would not otherwise result in a Default or Event of Default; (xi) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of Parent are not material to the conduct of Parent and its Restricted Subsidiaries taken as a whole; (xii) sales, transfers and other dispositions of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (xiii) any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; (xiv) the unwinding of any Swap Agreements; (xv) the sale or disposition of the Equity Interests and/or assets of the Philippine Subsidiaries, including through the liquidation or dissolution thereof; (xvi) Restricted Payments made by, and the issuance of Equity Interests by, Parent that are not prohibited or would not result in an Event of Default and (xvii) any Asset Swaps; provided, that in the good faith judgment of the Parent, Parent or the applicable Restricted Subsidiary receives assets having a fair market value equal to or greater than the asset being exchanged.

“Excluded Subsidiary” means (i) any Subsidiary not wholly owned by Parent or its Subsidiaries, (ii) any Subsidiary that is prohibited by law or regulation from providing a Guarantee of the Obligations or that would require a consent, approval, license or authorization from a Governmental Authority in order to provide such Guarantee (unless such consent, approval, license or authorization has been obtained) or where the provision of such Guarantee would result in material adverse tax consequences as reasonably determined by the Borrowers, (iii) any Foreign Subsidiary of Parent (and any direct or indirect Domestic Subsidiaries of a Foreign Subsidiary), (iv) not-for-profit Subsidiaries, captive insurance Subsidiaries and special purpose entities, (v) Immaterial Subsidiaries, (vi) Unrestricted Subsidiaries, and (vii) any Subsidiary to the extent that the burden or cost of providing a Guarantee of the Obligations outweighs the benefit afforded thereby as reasonably determined by the Administrative Agent and the Borrowers. To the extent Parent elects for an Excluded Subsidiary to become an Electing Guarantor, such Electing Guarantor shall cease to be an Excluded Subsidiary until such Subsidiary is re-designated as an Excluded Subsidiary in accordance with the terms hereof.

“Excluded Swap Obligation” means, with respect to any Loan Guarantor, any Swap Agreement Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap Agreement Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Agreement Obligation. If a Swap Agreement Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Agreement Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal and United Kingdom withholding Taxes (excluding (x) the portion of United Kingdom withholding Taxes with respect to which the applicable Lender is entitled to claim a reduction under an income tax treaty, and (y) United Kingdom withholding Taxes on payments made by any guarantor under any guarantee of the obligations) imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by a Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of October 28, 2015, by and among the Borrowers, SWM Holdco 1, a Luxembourg private limited liability company (société à responsabilité limitée), the Administrative Agent and the financial institutions party thereto as lenders, as amended or modified prior to the Effective Date.

“Existing Letters of Credit” means the letters of credit issued and outstanding under the Existing Credit Agreement as set forth on Schedule 2.22.

“Existing Revolving Maturity Date” has the meaning assigned to such term in Section 2.21(a).

“Existing Term A Maturity Date” has the meaning assigned to such term in Section 2.21(a).

“Existing TLA/RC Maturity Date” has the meaning assigned to such term in Section 2.21(a).

“Extending Lender” has the meaning assigned to such term in Section 2.21(b)(ii).

“Extension Request” means a written request from the Borrowers to the Administrative Agent requesting an extension of the Maturity Date pursuant to Section 2.21.

“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, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

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

“Fee and Syndication Letter” means that certain fFee and Syndication lLetter agreement, dated as of August 10January 27, 20182021, by and among Parent, SWM Luxembourg and the Administrative Agentthe Borrowers and JPMorgan Chase Bank, N.A.

“Financial Covenant Default” has the meaning assigned to such term in Section 7.01(d).

“Financial Officer” means the chief executive officer, chief financial officer, treasurer or controller of the applicable Loan Party.

“First Amendment” means the First Amendment, dated as of February 9, 2021, among the Borrowers, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the LIBO Rate.

“Foreign Borrower” means, individually, SWM Luxembourg and each other Borrower which may become a borrower hereunder pursuant to Section 5.09 from time to time that is a Foreign Subsidiary of Parent.

“Foreign Borrower Documents” has the meaning assigned to such term in Section 3.19.

“Foreign Lender” means (a) if the applicable Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the applicable Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the applicable Borrower is resident for tax purposes.

“Foreign Subsidiary” means any direct or indirect Subsidiary of Parent that is not a Domestic Subsidiary.

“Funded Debt” means as to any Person, all Indebtedness of such Person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrowers, Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America.

“General Meeting” means the general meeting of the holders of Target Shares (or any adjournment thereof) to be convened in connection with the implementation of a Scheme.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether foreign, state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided, that the term Guarantee shall not include (i) endorsements for collection or deposit in the ordinary course of business, (ii) joint and several liability imposed by Environmental Laws, (iii) inventory purchase agreements entered into in connection with the sale of a mill or other facility or (iv) credit support to suppliers or customers provided in the ordinary course of business.

“Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes, contaminants or other pollutants, including per- and polyfluoroalkyl substances, petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, and infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“IBA” has the meaning assigned to such term in Section 1.05.

“Immaterial Subsidiaries” means, any Subsidiaries of Parent, other than Material Subsidiaries.

“Impacted Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate.”

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money (including, without limitation, with respect to overdrafts), (b) all obligations of such Person evidenced by bonds, debentures, notes, preferred Equity Interests (which preferred Equity Interests are either mandatorily redeemable or redeemable at the option of the holder, in each case, at any time on or prior to the date that is six months after the Term B Loan Maturity Date) or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements (other than operating leases) relating to property acquired by such Person, (d) all obligations of such Person upon which interest charges are customarily paid (excluding trade accounts payable incurred in the ordinary course of business and repayable in accordance with customary trade practices), (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade accounts payable incurred in the ordinary course of business and repayable in accordance with customary trade practices and excluding earnouts to the extent not required to be reflected as a liability on the balance sheet of such Person in accordance with GAAP), (f) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others (excluding credit support for suppliers or customers in the ordinary course of business), (h) all Capital Lease Obligations of such Person, (i) all reimbursement obligations of such Person with respect to letters of credit (other than letters of credit that are secured by cash or Permitted Investments), bankers’ acceptances or similar facilities and (j) all Off-Balance Sheet Liabilities. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, in connection with the purchase by Parent or any Restricted Subsidiary of any business or assets, Indebtedness will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided, however, that at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter.

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

“Indemnitee” has the meaning assigned to such term in Section 9.03(b).

“Ineligible Institution” has the meaning assigned to such term in Section 9.04(b).

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

“Information Memorandum” means the Confidential Information Memorandum dated August 15, 2018February 2021, relating to the Loan Parties, the Target Group and the Transactions.

“Initial Long Stop Date” has the meaning assigned to such term in the definition of “Long Stop Date”.

“Interest Coverage Ratio” means, on any date of determination, the ratio of (a) EBITDA to (b) Interest Expense paid or payable in cash, in case of each of clauses (a) and (b) for the most recently completed four fiscal quarters then ended of Parent as of such date.

“Interest Election Request” means a request by any Borrower to convert or continue a Borrowing in accordance with Section 2.08, which shall be, in the case of any such written request, substantially in the form of Exhibit C or any other form approved by the Administrative Agent.

“Interest Expense” means, for any period, (a) total interest expense (including that attributable to Capital Lease Obligations) of Parent and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of Parent and its Restricted Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP) calculated on a consolidated basis for Parent and its Restricted Subsidiaries for such period in accordance with GAAP, minus (b) the total interest income of Parent and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP; provided, however, that Interest Expense will exclude (i) the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses, (ii) any expensing of interim loan commitment, bridge and other financing fees, (iii) capitalized costs incurred in connection with the initial closing of any Swap Agreement and (iv) any non-cash interest expense attributable to the movement in the mark to market valuation of Swap Agreements or other derivative instruments pursuant to GAAP.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December and the Maturity Date, (b) with respect to any Eurodollar Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Maturity Date, and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Maturity Date.

“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 week or calendar month that is one week or one, two, three or six months thereafter, as the applicable Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar week or month, as applicable, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available for U.S. Dollars or Euros, as applicable) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available for U.S. Dollars or Euros, as applicable) that exceeds the Impacted Interest Period, in each case, at such time.; provided, that if any Interpolated Rate shall be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%); provided, further, that solely with respect to the Term B Loans, if the Interpolated Rate as so determined would be less than 0.75%, such rate shall be deemed to be 0.75%.

“Investment” has the meaning assigned to such term in Section 6.05.

“IRS” means the United States Internal Revenue Service.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Issuing Bank” means JPMorgan Chase Bank, N.A., Barclays Bank PLC, Bank of America, N.A., SunTrust Bank, and any other Lender that agrees to act as an Issuing Bank, each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto.

“Judgment Currency” has the meaning assigned to such term in Section 9.169.17.

“Junior Indebtedness” has the meaning assigned to such term in Section 6.12.

“LCA Election” has the meaning assigned to such term in the definition of Permitted Acquisition.

“LC Borrower” has the meaning assigned to such term in Section 2.06(b).

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(jk).

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the Equivalent Amount in U.S. Dollars of the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the Equivalent Amount in U.S. Dollars of the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time; provided, that, solely with respect to calculation of LC Exposure for purposes of determining whether additional Letters of Credit may be issued under Section 2.06, any Letter of Credit that, by its terms or any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“LCA Election” has the meaning assigned to such term in the definition of Permitted Acquisition.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lender-Related Person” has the meaning assigned to it in Section 9.03(d).

“Lenders” means the Persons listed on Schedule 2.01A and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or otherwise, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lenders and the Issuing Banks.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement and any Existing Letter of Credit.

“Letter of Credit Agreement” has the meaning assigned to such term in Section 2.06(b).

“Letter of Credit Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit hereunder. The initial amount of each Issuing Bank’s Letter of Credit Commitment is set forth on Schedule 2.01C, or if an Issuing Bank has entered into an Assignment and Assumption or has otherwise assumed a Letter of Credit Commitment after the Effective Date, the amount set forth for such Issuing Bank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. The Letter of Credit Commitment of an Issuing Bank may be modified from time to time by agreement between such Issuing Bank and the applicable Borrower, and notified to the Administrative Agent.

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any applicable currency(a) Dollars and for any Interest Period, the applicable LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period and (b) Euros and for any Interest Period, the applicable LIBO Screen Rate at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to the applicable currency then the LIBO Rate shall be the Interpolated Rate.

“LIBO Screen Rate” means, for any day and time, with respect to any Eurodollar Borrowing (a) for any applicable currencyDollars and for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for the relevant currencyDollars for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) for deposits (for delivery on the first (1^st) day of such period) with a term equivalent to such period in the applicable currency, determined as of approximately 11:00 a.m. (London, England time) on the applicable date of determinationand (b) for Euros and for any Interest Period, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 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 as of 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period ; provided that if the LIBO Screen Rate as so determined would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%); provided, further, that solely with respect to the Term B Loans, if the LIBO Screen Rate as so determined would be less than 0.75%, such rate shall be deemed to be 0.75%.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Limited Condition Acquisition” means any acquisition (or similar investment) by any of the Borrowers or their Restricted Subsidiaries permitted pursuant to the Loan Documents for which the consummation thereof is not conditioned on the availability of, or on obtaining, third party financing.

“Limited Condition Acquisition Agreement” means, with respect to a Limited Condition Acquisition, the definitive acquisition or investment agreement for such Limited Condition Acquisition.

“Loan Documents” means this Agreement, including schedules and exhibits hereto, and any agreements entered into in connection herewith by any Borrower or any Loan Party with or in favor of the Administrative Agent and/or the Lenders, including any notes issued pursuant to Section 2.10(e), the Loan Guaranty, the Collateral Documents, letter of credit applications and any agreements between the Borrower and any Issuing Bank regarding the respective rights and obligations between the Borrowers and the Issuing Bank in connection with the issuance of Letters of Credit, the Fee and Syndication Letter and any other documents prepared in connection with the other Loan Documents, if any, and identified in Section 4.01 or, 4.02 or 4.03. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any time and all times such reference becomes operative.

“Loan Guarantor” means (i) each Borrower (other than with respect to its direct Obligations as a primary obligor (as opposed to a guarantor) under the Loan Documents), (ii) each Material Subsidiary of Parent (other than Excluded Subsidiaries), so long as such Material Subsidiary is a Domestic Subsidiary and a Restricted Subsidiary, and (iii) any other Person (other than an Additional Borrower) who becomes a party to the Loan Guaranty.

“Loan Guaranty” means, in the case of Parent, Article X of this Agreement and, in all other cases, the Subsidiary Guaranty.

“Loan Parties” means, collectively, the Borrowers, the Loan Guarantors and, in each case, their successors and assigns, and the term “Loan Party” shall mean any one of them or all of them individually, as the context may require.

“Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“Long Stop Date” means July 27, 2021 (the “Initial Long Stop Date”) or, if the Scheme has become effective or the Takeover Offer has been closed for acceptances less than 14 days before the Initial Long Stop Date (and for the avoidance of doubt not after the Initial Long Stop Date), the date which is 14 days after that date on which the Scheme has become effective or the Takeover Offer has been closed for acceptances.

“Mandatory Cancellation Event” means the occurrence of any of the following conditions or events:

unless, in respect of clauses (i) through (iii) above, for the purposes of switching from a Scheme to a Takeover Offer, within five (5) Business Days of such event, Parent has notified the Administrative Agent it intends to issue, and then within ten (10) Business Days after delivery of such notice does issue, an Offer Press Announcement (in which case no Mandatory Cancellation Event shall have occurred); or

“Margin Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.

“Material Acquisition” means a Permitted Acquisition with an aggregate cash consideration of greater than the Equivalent Amount of $100,000,000.

“Material Acquisition Period” means the fiscal quarter during which a Material Acquisition was consummated and the immediately following three fiscal quarters; provided, however, that no Material Acquisition Period shall occur unless Parent designates, on or prior to the consummation of the applicable Material Acquisition, in writing to the Administrative Agent such period as a Material Acquisition Period.

“Material Adverse Effect” means a material adverse effect on (i) the business, assets, financial condition or results of operations, in each case, of Parent and its Restricted Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Administrative Agent under this Agreement or any other Loan Document or (iii) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under this Agreement or any other Loan Document.

“Material Indebtedness” means Indebtedness (other than the Loans, Letters of Credit or intercompany Indebtedness permitted by Section 6.06), or obligations in respect of one or more Swap Agreements, of any Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding the Equivalent Amount of $40,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Subordinated Indebtedness” means Subordinated Indebtedness which constitutes Material Indebtedness.

“Material Subsidiary” means (a) each Borrower other than Parent and (b) each other consolidated Restricted Subsidiary of Parent which (i) holds 10% or more of the consolidated assets of Parent, or (ii) generates 10% or more of consolidated EBITDA of Parent and its Restricted Subsidiaries on a consolidated basis, calculated as of the most recent fiscal period for which the Administrative Agent shall have received financial statements required to be delivered pursuant to Section 5.01(a) and (b).

“Materially Adverse Amendment” means a modification, amendment or waiver to or of the terms or conditions of the Scheme or the Takeover Offer (as the case may be) compared to the terms and conditions that are included in the draft of the Press Release or the Offer Press Announcement (as the case may be) delivered pursuant to Section 4.01(e) that is materially adverse to the interests of the Lenders, it being acknowledged (except as otherwise agreed in writing by the Administrative Agent) that a change to the consideration (other than (i) any reduction to the consideration of not more than 7.5% or (ii) any increase to the non-cash element of the consideration, to the extent the consideration consists of cash (in an amount per Target Share not greater than the amount already offered), common stock of Parent or a combination of the two) for the Target Shares would be materially adverse to the Lenders, but that a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition would not be materially adverse to the interests of the Lenders.

“Maturity Date” means (a) with respect to Term A Loans, the Term A Loan Maturity Date, and (b) with Rrespect to Term B Loans, the Term B Loan Maturity Date and (c) with respect to Revolving Loans and Swingline Loans, the Revolving Maturity Date.

“Maximum Rate” has the meaning assigned to such term in Section 9.14.

“Minimum Acceptance Condition” means an Acceptance Condition which shall not be capable of being satisfied unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by any Borrower or any Acquisition Co (if any), result in Parent (directly or indirectly) holding shares representing, in any case, more than 75% of all Target Shares on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Takeover Offer is declared unconditional as to acceptances.

“Minimum TLB Extension Condition” has the meaning assigned to such term in Section 2.21(h).

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” means, (a) with respect to any Asset Sale Prepayment Event, (ai) the cash proceeds received in respect of such event including (iA) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (iiB) in the case of a casualty, insurance proceeds and (iiiC) in the case of a condemnation or similar event, condemnation awards and similar payments, minus (bii) the sum of (iA) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (iiB) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iiiC) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of Parent). and (b) with respect to any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“Net Debt” means, for any date of determination, (a) Parent’s and its Restricted Subsidiaries’ consolidated Total Debt as of such date minus (b) the sum of Parent’s and its Restricted Subsidiaries’ Unrestricted Cash in an aggregate amount not to exceed $200,000,000 (in each case as defined in and set forth on the consolidated financial statements of Parent for the previous fiscal quarter or year for which financial statements have been delivered pursuant to Section 5.01(a) or (b)), in each case, as determined in accordance with GAAP.

“Net Debt to EBITDA Ratio” means, on any date of determination, the ratio of (a) Net Debt as of such date to (b) EBITDA for the most recently completed four fiscal quarters then ended of Parent as of such date.

“Net Income” means, with respect to Parent, for any period, the consolidated net income (or loss) of Parent and its Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by:

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(df).

“Non-extending Lender” has the meaning assigned to such term in Section 2.21(a).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. New York City time on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrowers arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, 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 and fees that accrue after the commencement by or against any Borrower or any Restricted Subsidiary thereof of any proceeding under any debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by the Borrowers under any Loan Document and (b) the obligation of the Borrowers to reimburse any amount in respect of any of the foregoing that the Administrative Agent or any Lender, in each case in its sole discretion, may elect to pay or advance on behalf of the Borrower.

“OFAC” has the meaning assigned to such term in Section 5.10.

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any liability under any Sale and Leaseback Transaction other than Capital Lease Obligations, (c) any liability under any so-called “synthetic lease” arrangement or transaction entered into by such Person or (d) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person.

“Offer Documents” means the Takeover Offer Document and the Offer Press Announcement.

“Offer Press Announcement” means a press announcement released by or on behalf of any Borrower or any Acquisition Co (if any) in accordance with Rule 2.7 of the City Code announcing that the Target Acquisition is to be effected by a Takeover Offer and setting out the terms and conditions of the Takeover Offer.

“Offshore Currency” means Euros.

“Offshore Currency Equivalent” means, for any amount of any Offshore Currency, at the time of determination thereof, (a) if such amount is expressed in such Offshore Currency, such amount and (b) if such amount is expressed in Dollars, the equivalent of such amount in such Offshore Currency determined by using the rate of exchange for the purchase of such Offshore Currency with Dollars last provided (either by publication or otherwise provided to the Administrative Agent) by the applicable Reuters source on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of such Offshore Currency with Dollars, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion).

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

“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, Letter of Credit or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“P de Mal” means Papeteries de Malaucene S.A.S. and its subsidiary, Malaucene Industries S.N.C.

“Panel” means the UK Panel on Takeovers and Mergers.

“Parent” has the meaning assigned to such term in the Preamble.

“Participant” has the meaning assigned to such term in Section 9.04(c).

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

“Participating Member State” means each state so described in any EMU Legislation.

“Patriot Act” has the meaning assigned to such term in Section 9.16.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Acquisition” means any acquisition, by (i) Borrowers or any of their respective Restricted Subsidiaries of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person or (ii) Borrowers or any of their respective Restricted Subsidiaries of a majority of the Equity Interests of any Person, including, without limitation, any Investments in a subsidiary which serves to increase the Borrowers’ or their respective Restricted Subsidiaries’ respective equity ownership therein, in each case, so long as the following conditions have been satisfied:

(a)            the Administrative Agent shall receive not less than ten (10) Business Days (or such shorter period as shall be agreed to by the Administrative Agent) prior written notice of any such acquisition with an aggregate consideration of greater than the Equivalent Amount of $100,000,000 individually or in the aggregate in any fiscal year, which notice shall include a reasonably detailed description of the proposed terms of such acquisition and identify the anticipated closing date thereof;

(b)            the Administrative Agent shall receive, not less than ten (10) Business Days (or such shorter period as shall be agreed to by the Administrative Agent) prior to the consummation of such acquisition (to the extent notice thereof is required under clause (a) above), a due diligence package, which package shall include, without limitation, the following with regard to the acquisition of the applicable Permitted Acquisition Target:

(i)            pro forma financial projections (after giving effect to such acquisition) for Parent and its Restricted Subsidiaries for the current and next two (2) fiscal years or through the remaining term of the agreement; and

(ii)            a general description of (A) the Permitted Acquisition Target’s business and (B) material agreements binding upon the Permitted Acquisition Target or any of its personal or real property and, if requested by the Administrative Agent, copies of such material agreements;

(c)            the Permitted Acquisition Target’s business shall be in a line of business in compliance with Section 6.03(b);

(d)            the Permitted Acquisition Target, any of its applicable subsidiaries, and the Loan Parties shall comply with the requirements of Section 5.09 to provide guaranties and Collateral;

(e)            prior to and after giving effect to such acquisition and the incurrence of any Loans, other Indebtedness or contingent obligations in connection therewith, Parent on a consolidated basis shall be in compliance (after giving pro forma effect to such acquisition) with a Net Debt to EBITDA Ratio of the lesser of (x) 4.75 to 1.00 and (y) the then applicable covenant levels as set forth in Section 6.11(b) minus 0.25, in each case, minus 0.25, calculated for the four (4) fiscal quarter period ending on the last day of the most recently ended quarter for which financial statements of Parent have been delivered to the Administrative Agent pursuant to Section 5.01(a) or (b) prior to such acquisition (after giving effect, in the case of a Material Acquisition, to the Material Acquisition Period); provided that, in the case of any Limited Condition Acquisition, the then applicable covenant levels as set forth in Section 6.11(b) may, at the election of the Borrowers, be calculated as of the date the Limited Condition Acquisition Agreement is entered into, as if the acquisition and other pro forma events in connection therewith were consummated on such date (the Borrowers’ election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”);

(f)             such acquisition is consummated, in all material respects, in accordance with the applicable acquisition documents;

(g)            such acquisition shall not be hostile and (if required) shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equity holders of the Permitted Acquisition Target; and

(h)            (i) with respect to any acquisition that is not a Limited Condition Acquisition, on the date such acquisition is consummated, no Event of Default is in existence or would occur after giving effect to such acquisition, and (ii) with respect to any Limited Condition Acquisition, as of the date the Limited Condition Acquisition Agreement is executed, no Event of Default is in existence or would occur after giving effect to such acquisition, and as of the date of consummation of such Limited Condition Acquisition, no Event of Default described in Section 7.01(a), (h) or (i) shall have occurred and be continuing.

“Permitted Acquisition Target” means the Person or business or substantially all of the assets of a Person or business proposed to be acquired pursuant to a Permitted Acquisition.

“Permitted Encumbrances” means:

(a)            Liens imposed by law for Taxes, or other governmental charges or levies that are not yet due and payable or are being contested in compliance with Section 5.04;

(b)            carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s and other like Liens imposed by law or arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days, except where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) the applicable Borrower or Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect;

(c)            pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or to secure statutory obligations of the Borrowers or their Subsidiaries;

(d)            deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)             judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f)             survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other similar restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not individually or in the aggregate materially adversely affect the value of Parent and its Restricted Subsidiaries taken as a whole or materially impair the operation of the business of Parent and its Restricted Subsidiaries taken as a whole;

(g)            Liens on specific items of inventory or other goods (other than fixed or capital assets) and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(h)            Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(i)             Liens securing Indebtedness of a Restricted Subsidiary owed to and held by Parent or Loan Guarantor;

(j)             for the avoidance of doubt, other Liens (not securing Indebtedness) incidental to the conduct of the business of Parent or any of its Restricted Subsidiaries, as the case may be, or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of Parent and its Restricted Subsidiaries taken as a whole or materially impair the operation of the business of Parent and its Restricted Subsidiaries taken as a whole;

(k)            Liens (i) that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of Parent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations and other cash management activities incurred in the ordinary course of business of Parent and/or any of its Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Parent or any of its Restricted Subsidiaries in the ordinary course of business, (ii) of a collecting bank arising under Section 4-210 (or equivalent Section) of the Uniform Commercial Code on items in the course of collection, and (iii) in favor of banking institutions arising as a matter of law or pursuant to customary account agreements encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(l)             any interest of title of an owner of equipment or inventory on loan or consignment, or as part of a conditional sale, to the Parent or any of its Restricted Subsidiaries and Liens arising from Uniform Commercial Code financing statement filings regarding bailments of paper and paper products entered into by the Parent or any Restricted Subsidiary in the ordinary course of business;

(m)           options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like permitted to be made under this Agreement;

(n)            Liens arising in connection with repurchase agreements that constitute Investments;

(o)            Liens securing obligations for third party customer financings in the ordinary course of business;

(p)            Liens on cash, Permitted Investments or other property arising in connection with the defeasance, discharge, prepayment or redemption of Indebtedness not prohibited by this Agreement;

(q)            Liens on the Equity Interests of Unrestricted Subsidiaries that secure Indebtedness of such Unrestricted Subsidiaries;

(r)             Liens arising out of any Sale and Leaseback Transaction permitted under this Agreement; provided, that such Liens shall not apply to any assets of the Parent or its Restricted Subsidiaries other than the assets subject to such Sale and Leaseback Transaction, including any proceeds and products thereof;

(s)            in the case of real property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; and

(t)             Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by Parent or any of the Restricted Subsidiaries in the ordinary course of business.

“Permitted Investments” means any of the following Investments: (i)(a) Euro, Pounds Sterling, Yen, Swiss Francs, Canadian Dollars, or any national currency of any member state in the European Union or (b) local currencies held from time to time in the ordinary course of business; (ii) securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any country that is a member state of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of one (1) year or less from the date of acquisition; (iii) certificates of deposit, time deposits, and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250,000,000 (determined at the date of acquisition thereof); (iv) repurchase obligations for underlying securities of the types described in clauses (ii), (iii), and (viii) of this definition entered into with any financial institution meeting the qualifications specified in clause (iii) of this definition (determined at the date of acquisition thereof); (v) commercial paper rated at least “P 2” by Moody’s (or the equivalent thereof) or at least “A-2” by S&P (or the equivalent thereof) (determined at the date of acquisition thereof) (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized ratings agency) and, in each case, maturing within one (1) year after the date of creation thereof; (vi) marketable short term money market and similar securities having a rating of at least “P 2” from Moody’s (or the equivalent thereof) or “A-2” from S&P (or the equivalent thereof), respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized ratings agency) (determined at the date of acquisition thereof) and, in each case, maturing within one (1) year after the date of creation or acquisition thereof; (vii) readily marketable direct obligations issued by any state, commonwealth, or territory of the United States or any political subdivision or taxing authority thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (determined at the date of acquisition thereof) with maturities of one (1) year or less from the date of acquisition; (viii) investments equivalent to those referred to in clauses (i) through (vii) above or funds equivalent to those referred to in clause (x) below denominated in U.S. Dollars or any foreign currency issued by a foreign issuer or bank comparable in credit quality and tender to those referred to in such clauses and customarily used by corporations for cash management purposes in jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary, all as determined in good faith by the Parent; (ix) in the case of investments by any Foreign Subsidiary or investments made in a country outside the United States, Permitted Investments shall also include investments of the type and maturity described in clauses (i) through (viii) of this definition of foreign obligors, which investments have ratings, described in such clauses or equivalent ratings from comparable foreign rating agencies (determined at the date of acquisition thereof); and (x) investment funds investing substantially all of their assets in securities of the types described in clauses (i) through (viii) of this definition (determined at the date of acquisition thereof). Notwithstanding the foregoing, Permitted Investments shall include amounts denominated in currencies other than Dollars and those set forth in clause (i) above; provided that such amounts are converted into U.S. Dollars or any currency listed in clause (i) above as promptly as practicable. Any items identified as Permitted Investments under this definition will be deemed to be a cash equivalent for all purposes under this Agreement regardless of the treatment of such items under GAAP.

“Permitted Liens” means Liens permitted by Section 6.02 hereof.

“Permitted TLB Modification” means a modification to this Agreement and the other Loan Documents, effected in connection with a TLB Modification Offer pursuant to Sections 2.21(h) and (i), providing for an extension of the maturity date and/or amortization applicable to the Term B Loans and/or Term B Commitments of the Accepting Term B Lenders and that, in connection therewith, may also provide for (a)(i) a change in the Applicable Rate with respect to the Term B Loans of the Accepting Term B Lenders subject to such Permitted TLB Modification and/or (ii) a change in the fees payable to, or the inclusion of new fees to be payable to, the Accepting Term B Lenders in respect of such Term B Loans and/or Term B Commitments, (b) changes to any prepayment premiums with respect to the Term B Loans and Term B Commitments, (c) such modifications to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to each new “Class” of loans and/or commitments resulting therefrom and (d) additional modifications to the terms of this Agreement applicable to the Term B Loans and/or Term B Commitments of the Accepting Term B Lenders that are (i) less favorable to such Accepting Term B Lenders than the terms of this Agreement immediately prior to giving effect to such Permitted TLB Modification or (ii) no more restrictive, when taken as a whole, than those under this Agreement benefiting the Term B Loans subject thereto as in effect immediately prior to giving effect to such Permitted TLB Modification (except for covenants or other provisions applicable only to periods after the then latest final maturity date of any Term B Loans) and that, in each case of clauses (d)(i) and (ii), are reasonably acceptable to the Administrative Agent.

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

“Philippine Subsidiaries” means each of Schweitzer Maudit RTL Philippines, Inc., PDM Philippines Industries Inc. and Luna Rio Landholding Corporation.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Pledge Agreement” means that certain Pledge Agreement (including any and all supplements thereto), dated as of the date hereof, among the Foreign Borrowers and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties.

“Press Release” means a press announcement released by or on behalf of any Borrower or any Acquisition Co (if any) in accordance with Rule 2.7 of the City Code announcing that the Target Acquisition is to be effected by a Scheme and setting out the terms and conditions of the Scheme.

“Prepayment Event” means:

(a)            any Asset Disposition (including pursuant to a Sale and Leaseback) by any Loan Party or any Restricted Subsidiary, other than dispositions described in Section 6.04(i), (ii) and (iii); or

(b)            any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party or any Restricted Subsidiary with a fair value immediately prior to such event equal to or greater than $10,000,000.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its office located at 270 Park Avenue, New York, New York;last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). eEach change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

“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.

“Public-Sider” means a Lender whose representatives may trade in securities of any Borrower or its Controlling Person or any of its Subsidiaries while in possession of the financial statements provided by such Borrower under the terms of this Agreement.

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

“QFC Credit Support” has the meaning assigned to it in Section 9.19.

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

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

“Redemption Notice” has the meaning assigned to such term in Section 6.12.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate (other than a LIBO Rate for Euro denominated loans), 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate (or a LIBO Rate for Euro denominated loans), the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning assigned to such term in Section 9.04(b).

“Registrar” means the Registrar of Companies for England and Wales.

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

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

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

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

“Related Business Assets” means assets (other than cash or Permitted Investments or current assets) used or useful in the business of the Parent and its Restricted Subsidiaries conducted in accordance with Section 6.03(b).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, managers, general partners, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto and (ii) with respect to a Benchmark Replacement in respect of Loans denominated in any Offshore Currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

“Replacement Lender” has the meaning assigned to such term in Section 2.21(c).

“Repricing Event” means (i) any prepayment, repayment or replacement of the Term B Facility (including Term B Commitments), in whole or in part, in each case the primary purpose of which is to reduce the All-in Yield applicable to such portion of the Term B Facility (including commitments therefor), with the proceeds of indebtedness (or commitments in respect of indebtedness) with an All-in Yield less than the All-in Yield applicable to such portion of the Term B Facility (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (ii) any amendment to the Term B Facility (including any amendment affecting the Term B Commitments) the primary purpose of which is to reduce the All-in Yield applicable to the Term B Facility, but in each case, excluding any repayment, replacement or amendment occurring in connection with a Change in Control or an acquisition or Investment not permitted under the Loan Documents.

“Required Lenders” means, subject to Section 2.20, at any time, Lenders having Revolving Credit Exposures, outstanding Term Loans and unused Commitments representing at least 50.1% of the sum of the Total Revolving Credit Exposure, outstanding Term Loans and unused Commitments at such time; provided that for purposes of declaring the Loans to be due and payable pursuant to Section 7.01, and for all purposes after the Loans become due and payable pursuant to Section 7.01 or the Commitments expire or terminate, then, as to each Lender, clause (a) of the definition of Swingline Exposure shall only be applicable for purposes of determining the Revolving Credit Exposure of such Lender to the extent such Lender shall have funded its participation in the outstanding Swingline Loans.

“Required RC Lenders” means, subject to Section 2.20, at any time, Lenders having Revolving Credit Exposures and unused Revolving Commitments representing at least 50.1% of the sum of the Total Revolving Credit Exposure and aggregate unused Revolving Commitments at such time; provided that for purposes of declaring the Loans to be due and payable pursuant to Section 7.01, and for all purposes after the Loans become due and payable pursuant to Section 7.01 or the Commitments expire or terminate, then, as to each Lender, clause (a) of the definition of Swingline Exposure shall only be applicable for purposes of determining the Revolving Credit Exposure of such Lender to the extent such Lender shall have funded its participation in the outstanding Swingline Loans.

“Required TLA/RC Lenders” means, subject to Section 2.20, at any time, Lenders having Revolving Credit Exposures, outstanding Term A Loans and, unused Revolving Commitments and Term A Commitments representing at least 50.1% of the sum of the Total Revolving Credit Exposure, aggregate outstanding Term A Loans and unused, aggregate unused Revolving Commitments and aggregate Term A Commitments at such time; provided that for purposes of declaring the Loans to be due and payable pursuant to Section 7.01, and for all purposes after the Loans become due and payable pursuant to Section 7.01 or the Commitments expire or terminate, then, as to each Lender, clause (a) of the definition of Swingline Exposure shall only be applicable for purposes of determining the Revolving Credit Exposure of such Lender to the extent such Lender shall have funded its participation in the outstanding Swingline Loans.

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

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Response Date” has the meaning assigned to such term in Section 2.21(a).

“Responsible Officer” means the president, Financial Officer or other executive officer of a Borrower.

“Restricted” means, when referring to cash or cash equivalents (including Permitted Investments) of Parent or any of its Restricted Subsidiaries, that such cash or cash equivalents (including Permitted Investments) (i) appear (or would be required to appear) as “restricted” on a consolidated balance sheet of Parent and its Restricted Subsidiaries (unless such appearance is related to the Loan Documents or Liens created thereunder) as determined in accordance with GAAP, or (ii) are subject to a Lien in favor of any Person other than Administrative Agent for the benefit of the Secured Parties (but excluding amounts serving as cash collateral for Letters of Credit) securing Indebtedness for borrowed money that constitutes Material Indebtedness. For the avoidance of doubt, it is understood that any such Indebtedness of Parent or any of its Restricted Subsidiaries that is secured by a Lien on cash or cash equivalents (including Permitted Investments) shall be included in the calculation of Total Debt for purposes of the Net Debt to EBITDA Ratio and/or the Senior Secured Net Debt to EBITDA Ratio, as applicable.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in any Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.

“Restricted Subsidiary” means any Subsidiary of the U.S. Borrower other than an Unrestricted Subsidiary.

“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder up to the amount set forth on the Commitment Schedule (or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable) as such commitment may be reduced, increased or extended from time to time pursuant to (a) Section 2.09 or Section 2.21 and (b) assignments by or to such Lender pursuant to Section 9.04. The portion of the Revolving Commitments, if any, which may be utilized for EUR Revolving Loans shall constitute the EUR Revolving Commitment, which shall be treated as a sub-facility of the Revolving Commitment; provided that, the total Revolving Credit Exposure shall not exceed the total Revolving Commitments. The initial aggregate amount of the Lenders’ Revolving Commitments isas of the Effective Date was $500,000,000.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the Equivalent Amount in U.S. Dollars of the outstanding principal amount of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time.

“Revolving Credit Facility” means the Revolving Credit Commitments and the extensions of credit made thereunder.

“Revolving Lenders” means, collectively, the U.S. Revolving Credit Lenders and the EUR Revolving Credit Lenders.

“Revolving Loan” means a Loan made pursuant to Section 2.01(a) or 2.01(b).

“Revolving Maturity Date” means the later of (a) September 25, 2023 and (b) with respect to the applicable Revolving Commitments, if the maturity date is extended pursuant to Section 2.21, such extended maturity date pursuant to such Section.

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, or any successor thereto.

“Sale and Leaseback Transaction” means any sale or other transfer of property by any Person with the intent to lease such property as lessee, but excluding any such transaction pertaining to the sale of real property entered into by a Person prior to the date such Person became a Subsidiary of the Parent.

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

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, (d) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a), (b) or (c), or (e) any Person otherwise the subject of any Sanctions.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the U.S. Department of Commerce, or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Scheme” means a scheme of arrangement under Part 26 of the Companies Act 2006 to be conducted in accordance with the City Code between the Target and the Scheme Shareholders, pursuant to which any Borrower or any Acquisition Co (if any) will become the holder of all of the Scheme Shares in accordance with the Scheme Documents, subject to such changes and amendments to the extent not prohibited by the Loan Documents.

“Scheme Circular” means the document issued by or on behalf of the Target to shareholders of the Target setting out the terms and conditions of, and an explanatory statement in relation to, the Scheme, stating the recommendation for the Target Acquisition and the Scheme to the shareholders of the Target by the independent directors of the Target and setting out the notices of the Court Meeting and the General Meeting, as such document may be amended from time to time to the extent such amendment is not prohibited by the Loan Documents.

“Scheme Court Order” means the order of the Court sanctioning the Scheme.

“Scheme Documents” means, collectively, (a) the Scheme Circular, (b) the Press Release, (c) the Scheme Resolutions and (d) any other document issued by or on behalf of the Target to its shareholders in respect of the Scheme and any other document designated as a “Scheme Document” hereunder by the Administrative Agent and Parent.

“Scheme Effective Date” means the date on which the Scheme Court Order sanctioning the Scheme is duly delivered on behalf of the Target to the Registrar.

“Scheme Resolutions” means the resolutions of the shareholders of the Target which are required to implement the Scheme and which are referred to, and substantially in the form set out in, the Scheme Circular and which are to be proposed at the General Meeting.

“Scheme Shareholders” means, at any time, the registered holders of Scheme Shares at such time.

“Scheme Shares” means the Target Shares which are subject to the Scheme in accordance with the terms of the Scheme.

“SEC” means the Securities and Exchange Commission of the United State of America.

“Secured Obligations” means all Obligations, together with (i) all Banking Services Obligations owing to one or more Lenders or their respective Affiliates and (ii) all Swap Agreement Obligations; provided, however, that the definition of “Secured Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor.

“Secured Parties” means (a) the Administrative Agent, (b) the Lenders, (c) each Issuing Bank, (d) each provider of Banking Services, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each counterparty to any Swap Agreement, to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document, and (g) the successors and assigns of each of the foregoing.

“Security Agreement” means that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of the date hereof, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Senior Notes” means the 6.875% Senior Notes due 2026, issued by Parent in an aggregate principal amount of $350,000,000.

“Senior Secured Debt” means, for any date of determination, Parent’s and its Restricted Subsidiaries’ consolidated Total Debt that is secured by a first priority Lien on any asset or property of any Loan Party or any Restricted Subsidiary as of such date.

“Senior Secured Net Debt” means, for any date of determination, (a) Parent’s and its Restricted Subsidiaries’ consolidated Senior Secured Debt as of such date minus (b) the sum of Parent’s and its Restricted Subsidiaries’ Unrestricted Cash in an aggregate amount not to exceed $200,000,000 (in each case as defined in and set forth on the consolidated financial statements of Parent for the previous fiscal quarter or year for which financial statements have been delivered pursuant to Section 5.01(a) or (b)), as determined in accordance with GAAP.

“Senior Secured Net Debt to EBITDA Ratio” means, on any date of determination, the ratio of (a) Senior Secured Net Debt as of such date to (b) EBITDA for the most recently completed four fiscal quarters then ended of Parent as of such date.

“Significant Subsidiary” means (a) each Material Subsidiary and (b) such other Restricted Subsidiaries, as determined from time to time by Parent, that, when taken together with the Loan Parties and the Material Subsidiaries, hold 85% or more of the consolidated assets or generate 85% or more of consolidated EBITDA of Parent, in each case of clauses (a) and (b), calculated as of the most recent fiscal period for which the Administrative Agent shall have received financial statements required to be delivered pursuant to Sections 5.01(a) and (b).

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Solvent” means, as to any Person: (a) the fair value of the assets of such Person, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of such Person will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Person will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) such Person will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

“Specified Jurisdictions” means the United States of America.

“Spot Rate” for a currency means (a) for any Computation Date ending on the last day of a fiscal quarter (except in the case of any determination of the Spot Rate used in the calculation of the Equivalent Amount in connection with or pursuant to any terms, conditions or other provisions located in Article II herein), the rate used by Parent in preparing its financial statements in accordance with GAAP and (b) for all other purposes, the rate quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent of such currency with another currency through its foreign exchange office at approximately 11:00 a.m. (New York City time) on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made.

“Squeeze-Out Level Acceptances” means acceptances under the Takeover Offer that will, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by any Borrower or any Acquisition Co (if any), result in Parent (directly or indirectly) holding shares representing, in any case, more than 90% of all Target Shares on a fully diluted basis (excluding any shares held in treasury).

“Squeeze-Out Payments” means payment (directly or indirectly) of the cash consideration payable to the holders of Target Shares pursuant to the operation by any Borrower or any Acquisition Co (if any) of the procedures contained in Sections 979 to 982 of the Companies Act 2006.

“Squeeze-Out Procedure” means, if the Target Acquisition is implemented by means of a Takeover Offer, the procedure to be implemented following the Unconditional Date under Chapter 3 of Part 28 of the Companies Act 2006 to acquire all of the outstanding Target Shares which Parent or any Acquisition Co (if any) has not acquired, contracted to acquire or in respect of which it has not received valid acceptances.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentage shall include those imposed pursuant to 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 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.

“Subordinated Indebtedness” means all Indebtedness incurred by any Loan Party which by its terms is contractually subordinated in right of payment to the prior payment of the Obligations.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent.

“Subsidiary” means any direct or indirect subsidiary of any Borrower; provided, however, from and after the occurrence of a Bankruptcy Action with respect to SWM Brazil or P de Mal to the extent such Bankruptcy Action was permitted under Section 6.03(a)(v), SWM Brazil and/or P de Mal, as applicable, shall not be deemed to be a Subsidiary under this Agreement and the other Loan Documents for purposes of compliance with Article III, Article V, Article VI (other than Section 6.11 therein) and Article VII herein.

“Subsidiary Guaranty” means that certain Subsidiary Guaranty (including any and all supplements thereto), dated as of the date hereof, by the Loan Guarantors in favor of the Administrative Agent and the other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Supported QFC” has the meaning assigned to it in Section 9.19.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Swap Agreement.

“Swap Agreement Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements with any Person that was a Lender or an Affiliate of a Lender at the time of making such Swap Agreement Obligations (or such Swap Agreement Obligations in existence as of the Effective Date), and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement transaction.

“Swingline Commitment” means as to any Lender (i) the amount set forth opposite such Lender’s name on Schedule 2.01B hereof or (ii) if such Lender has entered into an Assignment and Assumption or has otherwise assumed a Swingline Commitment after the Effective Date, the amount set forth for such Lender as its Swingline Commitment in the Register maintained by the Administrative Agent pursuant to Section 9.04(b)(iv). The aggregate amount of the Swingline Commitment as of the Effective Date is $50,000,000.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans in U.S. Dollars outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at such time, other than with respect to any Swingline Loans made by such Lender in its capacity as a Swingline Lender, and (b) the aggregate principal amount of all Swingline Loans made by such Lender as a Swingline Lender outstanding at such time (less the amount of participations funded by the other Lenders in such Swingline Loans).

“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as a lender of Swingline Loans hereunder, and its successors and assigns in such capacity.

“Swingline Loan” means a Loan made pursuant to Section 2.05.

“SWM Brazil” means Schweitzer-Mauduit do Brasil, S.A.

“SWM Luxembourg” has the meaning assigned to such term in the Preamble.

“Syndication Agent” means any of Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Bank, and AgFirst Farm Credit Bank in their capacity as co-syndication agents hereunder.

“Target” means the Person, or business or substantially all of the assets of a Person, proposed to be acquired pursuant to a Permitted Acquisition.

“Takeover Offer” means an offer (within the meaning of Section 974 of the Companies Act 2006) by any Borrower or any Acquisition Co (if any) in accordance with the City Code to acquire all of the Target Shares not already held by it at the date of such offer (within the meaning of Section 975 of the Companies Act 2006), substantially on the terms and conditions set out in an Offer Press Announcement (as such offer may be amended in any way which is not prohibited by the terms of the Loan Documents).

“Takeover Offer Document” means the document issued by or on behalf of any Borrower or any Acquisition Co (if any) and dispatched to shareholders of the Target in respect of a Takeover Offer containing the terms and conditions of the Takeover Offer and reflecting the Offer Press Announcement in all material respects, as such document may be amended from time to time to the extent such amendment is not prohibited by the Loan Documents.

“Target” means Scapa Group plc, a public limited company incorporated and registered in England and Wales with company number 00826179 and with its registered office at Manchester Road, Ashton-under-Lyne, Greater Manchester, OL7 0ED.

“Target Acquisition” means the acquisition by any Borrower or any Acquisition Co (if any) of the Target Shares which are subject to the Scheme or the Takeover Offer (as the case may be) pursuant to the Offer Documents or the Scheme Documents, as applicable, which acquisition will be effected pursuant to a Scheme or a Takeover Offer.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Target Debt” means the Indebtedness incurred by the Target in connection with (i) that certain Amendment and Restatement Agreement, dated as of June 17, 2020, by and among the Target, the other companies party thereto, Lloyds Bank PLC, as Agent, and the other financial institutions party thereto as lenders and (ii) that certain Multicurrency Revolving Facility Agreement, dated as of June 17, 2020, by and among the Target, the other companies party thereto, Lloyds Bank PLC, as Agent, and the other financial institutions party thereto as lenders.

“Target Group” means the Target and its subsidiaries.

“Target Shares” means all of the issued and to be issued ordinary share capital of the Target from time to time (including, without limitation, any ordinary shares in the Target arising on the exercise of any Target Group options, warrants or awards).

“Taxes” means any and all fees (including, without limitation, license, registration, documentation and recording fees), taxes (including, without limitation, net income, gross income, gross receipts, sales, use, rental, turnover, transfer, value-added, preference, property (tangible and intangible), excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by a Governmental Authority, together with any and all penalties, fines additions to tax and interest thereon or computed by referenced thereto, and “Tax” means any one of the foregoing..

“Term Loan” means a Loan made pursuant to Section 2.01(c).

“Term LoanA Commitment” means, with respect to each Lender, the commitment of such Lender to make a Term A Loan hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Term LoanA Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable. The initial aggregate amount of the Lenders’ Term LoanA Commitments isas of the Effective Date was $200,000,000.

“Term A Facility” means the Term A Commitments and the extensions of credit made thereunder.

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

“Term A Loans” means the term loans made by the Term A Lenders on the Effective Date pursuant to Section 2.01(c).

“Term A Loan Maturity Date” means the later of (a) September 25, 2025 and (b) with respect to the applicable Term A Loans, if the maturity date is extended pursuant to Section 2.21, such extended maturity date pursuant to such Section.

“Term B Commitment” means, with respect to each Lender, the commitment of such Lender to make a Term B Loan hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Term B Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable. The initial aggregate amount of the Lenders’ Term B Commitments as of the First Amendment Effective Date is $350,000,000.

“Term B Facility” means the Term B Commitments and the extensions of credit made thereunder.

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

“Term B Loans” means the term loans made by the Term B Lenders on the Closing Date pursuant to Section 2.01(d).

“Term B Loan Maturity Date” means the earlier of (a) the later of (x) the date that is the seven year anniversary of the Closing Date and (x) with respect to the applicable Term B Loans, if the maturity date is extended pursuant to Section 2.21, such extended maturity date pursuant to such Section and (b) 180 days prior to the maturity date of the Senior Notes (as such date may be extended or modified, including pursuant to any refinancing thereof).

“Term Facilities” means the Term A Facilities and the Term B Facility.

“Term Loans” means the Term A Loans and the Term B Loans.

“Term Loan Commitment” means the Term A Commitments and the Term B Commitments.

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

“Term Loan Refinancing” means any new term loan borrowed pursuant to Section 2.09(de) the proceeds of which are used to prepay the Term Loans and such prepayment is made on the date such new term loan is incurred pursuant to the terms hereof.

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

“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrowers of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event” means the reasonable determination by the Administrative Agent that: (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

“TLB Modification Agreement” has the meaning assigned to such term in Section 2.21(i).

“TLB Modification Offer” has the meaning assigned to such term in Section 2.21(h).

“Total Debt” means, at any date, all Indebtedness of Parent and its Restricted Subsidiaries at such date, on a consolidated basis, calculated in accordance with GAAP, but excluding, to the extent constituting Indebtedness, any Swap Agreements and Swap Agreement Obligations.

“Total Revolving Credit Exposure” means, the sum of the outstanding principal amount of the Dollar Equivalent of all Lenders’ Revolving Loans, their LC Exposure and their Swingline Exposure at such time; provided, that clause (a) of the definition of Swingline Exposure shall only be applicable to the extent Lenders shall have funded their respective participations in the outstanding Swingline Loans.

“Transactions” means (i) the execution, delivery and performance by the Loan Parties of the Loan Documents, (ii) the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, (iii) the consummation of the Target Acquisition and (iv) the payment of Transaction Costs.

“Transaction Costs” means all fees, costs and expenses incurred or payable by Parent or any of its Subsidiaries in connection with the Transactions.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

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

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

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unconditional Date” has the meaning assigned to such term in the definition of “Mandatory Cancellation Event”.

“United States Dollars”, “U.S. Dollars”, “Dollars” or “$” refers to lawful money of the United States of America.

“Unrestricted Cash” means, as of any date of determination, the aggregate amount of cash and cash equivalents (including Permitted Investments) included in the cash accounts that would be listed on the consolidated balance sheet of Parent and its Restricted Subsidiaries as at such date, to the extent that such cash and cash equivalents (including Permitted Investments) are not classified as Restricted.

“Unrestricted Subsidiary” means any Subsidiary of Parent designated by the board of directors (or similar governing body) of Parent as an Unrestricted Subsidiary pursuant to Section 5.14 on or subsequent to the Effective Date.

“U.S. Borrower” has the meaning set forth in the Preamble.

“U.S. Loan Party” means any Loan Party that is organized under the laws of the United States, any State or commonwealth thereof (not including any territory or possession thereof) or the District of Columbia.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make U.S. Revolving Loans and to acquire participations in Letters of Credit issued in and Swingline Loans made in U.S. Dollars hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s U.S. Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ U.S. Revolving Commitments is $500,000,000.

“U.S. Revolving Credit Exposure” means, with respect to any U.S. Revolving Credit Lender at any time, the sum of the outstanding principal amount of such Lender’s U.S. Revolving Loans, its Swingline Exposure and its LC Exposure (with respect to Letters of Credit issued in U.S. Dollars) at such time.

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

“U.S. Revolving Loan” means a Loan made pursuant to Section 2.01(a).

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.19.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).

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

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule., and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms used herein shall apply equally to the singular and plural forms of the terms defined herein. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, clauses, sub-clauses, Exhibits and Schedules shall be construed to refer to Articles, Sections, clauses and sub-clauses of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) all references to the time of day shall be a reference to New York City time (unless otherwise specified herein). With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document, any reference to “Bank of America Merrill Lynch International Limited” is a reference to its successor in title Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill Lynch International Designated Activity Company that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross-Border Mergers Directive (2005/56/EC)) as implemented in the United Kingdom and Ireland. Notwithstanding anything to the contrary in any Loan Document, a transfer of rights and obligations from Bank of America Merrill Lynch International Limited to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted.

SECTION 1.04. Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrowers notify the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

(b)      Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” in the event of an accounting change requiring leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute capital leases in conformity with GAAP on the date hereof shall be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

SECTION 1.05. Interest Rates. The; LIBOR Notification. The interest rate on a Loan denominated in Dollars or an Offshore Currency may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market.  In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate.  As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans.  In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate.  Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In Election, Section 2.14(b) and (c) provide a mechanism for determining an alternative rate of interest.  The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.14(e), of any change to the reference rate upon which the interest rate on Eurodollar Loans is based.  However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any comparablealternative or successor rate thereto, or replacement rate thereofor .(including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate (or the euro interbank offered rate, as applicable) prior to its discontinuance or unavailability

SECTION 1.06. Currency Equivalents. For purposes of determining in any currency any amount outstanding in another currency, the Equivalent Amount of such currency on the date of any such determination shall be used. The Administrative Agent or Parent, as applicable, shall determine the Spot Rates as of each Computation Date to be used for calculating the Equivalent Amounts in U.S. Dollars or Offshore Currencies, as applicable. Such Spot Rates shall become effective as of such Computation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Computation Date to occur.

SECTION 1.07. Limited Condition Acquisitions. (a) In the case of (i) the incurrence of any Indebtedness or Liens, the making of any Investments, Restricted Payments or Asset Dispositions, or the prepayment of Indebtedness, (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than a Default or Event of Default under Section 7.01(a), Section 7.01(h) or Section 7.01(i)), or (iii) the designation of a Restricted Subsidiary or Unrestricted Subsidiary, in each case, in connection with a Limited Condition Acquisition, at the Borrowers’ option, the relevant ratios and baskets and whether any such action is permitted hereunder shall be determined as of the date the Limited Condition Acquisition Agreement is entered into, and calculated, on a pro forma basis, as if such Limited Condition Acquisition (and any other pending Limited Condition Acquisition) and other pro forma events in connection therewith (and in connection with any other pending Limited Condition Acquisition), including the incurrence of Indebtedness, were consummated on such date; provided that if a Borrower has made an LCA Election, then in connection with the calculation of any ratio or basket with respect to the incurrence of any other Indebtedness or Liens, or the making of any other Investments, Restricted Payments, or Asset Dispositions, or the prepayment of any other Indebtedness, on or following such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the Limited Condition Acquisition Agreement for such Limited Condition Acquisition is terminated, any such ratio or basket shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Acquisition (and any other pending Limited Condition Acquisition) and other pro forma events in connection therewith (and in connection with any other pending Limited Condition Acquisition), including any incurrence of Indebtedness, have been consummated. The consummation of a Limited Condition Acquisition shall be subject to the absence of a Default or Event of Default under Section 7.01(a), Section 7.01(h) or Section 7.01(i). Notwithstanding anything set forth herein to the contrary, an LCA Election shall not apply to the conditions for any Credit Event under the Revolving Credit Facility or Borrowing of any Certain Funds Revolving Loans, Term A Loans or Term B Loans on any Certain Funds Borrowing Date, which must be satisfied as of the date of such Credit Event.

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

SECTION 1.08. Luxembourg Terms. Where it relates to a company incorporated under the laws of Luxembourg or a security governed by Luxembourg law, a reference herein to: a winding-up, administration, liquidation, insolvency or dissolution includes, without limitation, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally; a receiver, administrative receiver, administrator, liquidator, compulsory manager or the like includes, without limitation, a juge délégué, commissaire, juge-commissaire, liquidateur or curateur; a security interest includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention and any type of real security or agreement or arrangement having a similar effect including any transfer of title by way of security; a person being unable or admitting inability to pay its debts includes that person being in a state of cessation of payments (cessation de paiements) or having lost or meeting the criteria to lose its commercial creditworthiness (ébranlement de crédit); attachments or similar creditors process means an executory attachment (saisie exécutoire) or conservatory attachment (saisie arrêt); "constitutional documents" includes the up to date articles of association (statuts coordonnés) or the articles of incorporation of that person, as appropriate; a "matured obligation" includes, without limitation, any obligation exigible, certaine et liquide; a director, officer or manager includes a gérant or an administrateur and a board of directors or board of managers includes a conseil d'administration or a collège de gérance; a "guarantee" includes (i) any garantie which is independent from the debt to which it relates and any suretyship (cautionnement) within the meaning of Articles 2011 et seq. of the Luxembourg Civil Code or (ii) a garantie professionelle de paiement within the meaning of the Luxembourg law of 10 July 2020; and a “set-off” includes, for purposes of Luxembourg law, legal set-off.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, as follows:

(a)          each U.S. Revolving Credit Lender agrees, severally and not jointly, to make U.S. Revolving Loans to each Borrower, at any time and from time to time during the Availability Period, in an aggregate principal amount at any such time outstanding that will not result in (i) such Lender’s U.S. Revolving Credit Exposure (plus the aggregate amount of such Lender’s EUR Revolving Credit Exposure) exceeding such Lender’s U.S. Revolving Commitment, or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow U.S. Revolving Loans;

(b)          each EUR Revolving Credit Lender agrees, severally and not jointly, to make EUR Revolving Loans to each Borrower at any time and from time to time during the Availability Period, in an aggregate principal amount at any such time outstanding that will not result in (i) such Lender’s EUR Revolving Credit Exposure exceeding such Lender’s EUR Revolving Commitment, (ii) such Lender’s U.S. Revolving Credit Exposure (plus the aggregate amount of such Lender’s EUR Revolving Credit Exposure) exceeding such Lender’s U.S. Revolving Commitment or (iii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow EUR Revolving Loans; and

(c)          each Term LoanA Lender agrees, severally and not jointly, to make a Term A Loan to the U.S. Borrower on the Effective Date, in an amount equal to such Lender’s Term LoanA Commitment.; provided that Aamounts repaid or prepaid in respect of the Term A Loans may not be reborrowed.; and

(d)          each Term B Lender agrees, severally and not jointly, to make Term B Loans to the U.S. Borrower in a single draw on the Closing Date, in an aggregate principal amount not to exceed such Term B Lender’s outstanding Term B Commitment immediately prior to the making of such Term B Loans; provided that amounts repaid or prepaid in respect of the Term B Loans may not be reborrowed.

SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class; provided that, the Administrative Agent may allocate (or re-allocate) any U.S. Revolving Loans and/or EUR Revolving Loans on a non-pro rata basis on any Computation Date to the extent the failure to so allocate (or re-allocate) on a non-pro rata basis would cause the Revolving Credit Exposure of any Lender to exceed its Revolving Commitment. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)          Subject to Section 2.14, each Revolving Borrowing, Term A Loan Borrowing and Term B Loan Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrowers may request in accordance herewith; provided that (i) all Loans (other than Swingline Loans) in an Offshore Currency shall be a Eurodollar Loan and (ii) all U.S. Revolving Loans made to a Foreign Borrower shall be a Eurodollar Loan. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)          At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in U.S. Dollars or in an Offshore Currency, in an aggregate amount of (i) in connection with a U.S. Revolving Loan, not less than $5,000,000 and an integral multiple of $1,000,000 thereof, and (ii) in connection with a EUR Revolving Loan, not less than €5,000,000 and an integral multiple of €1,000,000 thereof. At the time that each ABR Borrowing is made, such Borrowing shall be in U.S. Dollars in an aggregate amount that is not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten (10) Eurodollar Borrowings outstanding with respect to the EUR Revolving Loans, U.S. Revolving Loans and Term Loans. The Equivalent Amount in Euros of each EUR Revolving Loan shall be recalculated hereunder on each date on which it shall be necessary to determine the amount of any Loan or Loans outstanding hereunder on such date.

(d)          Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any Interest Period with respect to (i) a Revolving Borrowing if such Interest Period would end after the Revolving Maturity Date, and (ii) a Term A Loan Borrowing if such Interest Period would end after the Term A Loan Maturity Date or (iii) a Term B Loan Borrowing if such Interest Period would end after the Term B Loan Maturity Date.

(e)          All U.S. Revolving Loans and, Swingline Loans and Term Loans made to the Borrowers shall be made in U.S. Dollars. All EUR Revolving Loans made to the Borrowers shall be made in Euros.

SECTION 2.03. Requests for Borrowings. To request a Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing in U.S. Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of a Eurodollar Borrowing in Euros, not later than 11:00 a.m., London time, three (3) Business Days before the date of the proposed Borrowing, or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or electronic mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)      whether the Loans comprising such Borrowing are U.S. Revolving Loans, EUR Revolving Loans, Term A Loans or Term B Loans;

(ii)      the aggregate amount of the requested Borrowing and the currency of the requested Borrowing (which in each case shall be in accordance with Section 2.02);

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

(iv)    whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

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

(vi)     the location and number of such Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing; provided, that if such Borrowing is denominated in Euros it shall be a Eurodollar Borrowing with an Interest Period of one (1) month’s duration. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Reserved.

SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender may, in its sole and absolute discretion, make Swingline Loans in U.S. Dollars to the U.S. Borrower in an aggregate principal amount in U.S. Dollars at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans made by the Swingline Lender exceeding the Swingline Lender’s Swingline Commitment and (ii) the Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower may borrow, prepay and reborrow Swingline Loans.

(b)            To request a Swingline Loan, the U.S. Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy or electronic mail), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the U.S. Borrower. The Swingline Lender will promptly notify the U.S. Borrower of its consent or refusal to make such Swingline Loan. To the extent the Swingline Lender agrees to make such Swingline Loan, it shall make the requested Swingline Loan available to the U.S. Borrower to the location and number of the U.S. Borrower’s account to which funds are to be disbursed as the U.S. Borrower shall designate in its request (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c)            The Swingline Lender may, by written notice given to the Administrative Agent, require the Revolving Lenders to acquire participations in all or a portion of its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Applicable Percentage of such Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders incurred pursuant to this Section 2.05), and the Administrative Agent shall promptly pay to such Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the U.S. Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the U.S. Borrower (or other party on behalf of the U.S. Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the U.S. Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the U.S. Borrower of any default in the payment thereof.

SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, any Borrower may request the issuance of Letters of Credit in U.S. Dollars or any Offshore Currency, for the account of such Borrower (or for the joint account of U.S. Borrower, SWM Luxembourg, and/or a Restricted Subsidiary designated by either such Borrower), in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Letters of Credit issued, amended, renewed or extended hereunder at the request of the applicable Borrower shall be issued in U.S. Dollars or any Offshore Currency, as requested by such Borrower, and shall constitute utilization of the U.S. Revolving Commitments and/or EUR Revolving Commitments, as applicable. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions, (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (iii) in any manner that would result in a violation of one or more policies of such Issuing Bank applicable to letters of credit generally.

(b)            Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower requesting such Letter of Credit (or amendment, renewal or extension of an outstanding Letter of Credit) (the “LC Borrower”) shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days prior to the proposed date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit and whether such amount will be in U.S. Dollars or Euros, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the LC Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the Issuing Bank and using such bank’s standard form (each, a “Letter of Credit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the total U.S. Revolving Credit Exposure shall not exceed total U.S. Revolving Commitments, (ii) the U.S. Revolving Credit Exposure of any Lender (plus such Lender’s EUR Revolving Credit Exposure) shall not exceed such Lender’s U.S. Revolving Commitment, (iii) the total EUR Revolving Credit Exposure shall not exceed total EUR Revolving Commitments, (iv) the EUR Revolving Credit Exposure of any Lender shall not exceed such Lender’s EUR Revolving Commitment, (v) the total LC Exposure shall not exceed the lesser of the Letter of Credit Commitment or $20,000,000, (vi) the sum of the total Revolving Credit Exposures shall not exceed the total Revolving Commitments, (vii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (viii) the LC Exposure of any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment. The Borrowers may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrowers shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (vi) above shall not be satisfied.