INCREMENTAL FACILITY AGREEMENT AND AMENDMENT NO. 2

INCREMENTAL FACILITY AGREEMENT AND AMENDMENT NO. 2 , dated as of August 7, 2018 (this “ Amendment ”), among INGEVITY CORPORATION , a Delaware corporation (the “ U.S. Borrower ”), INGEVITY HOLDINGS SPRL (formerly known as MEADWESTVACO EUROPE SPRL), a Belgian private limited liability company (société privée à responsabilité lim- itée/besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of Belgium, with its registered office at Avenue des Olympiades 2, B-1140 Brussels and registered with the Belgian Cross- roads Bank for Enterprises under number 0402.720.145, RPR/RPM Brussels (French speaking division) (the “ Belgian Borrower ” and together with the U.S. Borrower, the “ Borrowers ”), the other Loan Parties, the Lenders party hereto and WELLS FARGO BANK, N.A. , as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), to the Credit Agreement dated as of March 7, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, including pursuant to the Incre- mental Facility Agreement and Amendment No. 1, dated as of August 21, 2017, the “ Existing Credit Agreement ”), by and among the Borrowers, the Lenders from time to time party thereto, the Swingline Lender, the Issuing Banks and the Administrative Agent. Capitalized terms used and not otherwise de- fined herein shall have the meanings assigned to them in the Existing Credit Agreement.

WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the Borrowers have re- quested an increase to the Revolving Commitments pursuant to an Incremental Revolving Commitment Increase (the “ Incremental Revolving Commitments ”) in the aggregate principal amount of

$200,000,000;

WHEREAS, each financial institution having an amount set forth opposite its name under the heading “Revolving Commitment” on Schedule 2.01 hereto that exceeds such Lender’s Revolving Commitment immediately prior to the effectiveness of this Amendment (each, an “ Incremental Revolv- ing Lender ”) has agreed severally, on the terms and conditions set forth herein and in the Existing Credit Agreement, to provide a portion of the Incremental Revolving Commitments and to become, if not al- ready, a Lender for all purposes under the Amended Credit Agreement (as defined below); and

WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended into the form of the Credit Agreement attached hereto as Exhibit A (the “ Amended Credit Agreement ”), and each of the undersigned Lenders, together constituting all of the Lenders under the Existing Credit Agreement and all of the Incremental Revolving Lenders, desires to consent to such amendments.

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

Section 1.      Incremental Revolving Commitment Increase.

(a)     Pursuant to Section 2.21 of the Credit Agreement, the Borrowers confirm and agree that they have requested an increase in the aggregate amount of the existing Revolving Commitments through the establishment of an Incremental Revolving Commitment Increase in an aggregate principal amount of $200,000,000 on the Effective Date (as defined below).

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(b)    Each Incremental Revolving Lender party hereto hereby agrees (i) that effective on and at all times after the Effective Date, such Incremental Revolving Lender will be bound by all obligations of a Lender under the Credit Agreement and (ii) to provide a portion of the Incremental Revolving Commitments in the aggregate principal amount set forth opposite its name on Schedule 1 hereto, which shall be Revolving Commitments under the Existing Credit Agreement as amended by this Amendment. Each of the parties hereto hereby agrees that the Incremental Revolving Commitments constitute an Incremental Revolving Commitment Increase pursuant to Section 2.21 of the Existing Credit Agreement and that this Amendment (including, for the avoidance of doubt, the Amended Credit Agreement) shall be deemed to be an Incremental Facility Agreement effecting such amendments to the Existing Credit Agreement as may be necessary or appropriate to give effect to the provisions of Section 2.21 of the Existing Credit Agreement in connection with such Incremental Revolving Commitment Increase.

(c)    Schedule 2.01 hereto sets forth, as of the Effective Date, the Revolving Commitments of each Revolving Lender after giving effect to the Incremental Revolving Commitments and the assignments set forth in Section 1(d) of this Amendment.

(d)    Pursuant to Section 2.21(e) of the Credit Agreement, on the Effective Date, each Revolving Lender shall assign to each Incremental Revolving Lender, and each Incremental Revolving Lender shall purchase from each Revolving Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Letters of Credit and Swingline Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit and Swingline Loans will be held by all the Revolving Lenders ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of the Incremental Revolving Commitment Increase.

Section 2.     Amendments . (a) The Existing Credit Agreement is, effective as of the 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 Amended Credit Agreement attached as Exhibit A hereto.

(a)    Schedule 2.01 to the Existing Credit Agreement is, effective as of the Effective Date, amended and restated in its entirety by Schedule 2.01 hereto.

Section 3.     Representations and Warranties . The Loan Parties represent and war- rant to the Lenders and the Administrative Agent as of the Effective Date that:

(a)    At the time of and, subject to Section 6(a) hereof, immediately after giving effect to this Amendment and incurrence of Incremental Revolving Commitments, the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of the Effective Date, except in the case

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of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty was so true and correct on and as of such prior date.

(b)    Immediately prior to and, subject to Section 6(a) hereof, immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

(c)    After giving Pro Forma Effect to the amendments set forth in Section 2 hereof, the establishment of the Incremental Revolving Commitments provided for herein, the incurrence of any Loans thereunder and the use of the proceeds thereof, and assuming that the full amount of such Incremental Revolving Commitments has been funded as Loans on the Effective Date, the Borrowers are in Pro Forma Compliance with each Financial Maintenance Covenant (as in effect immediately prior to the effectiveness of this Amendment), recomputed as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) of the Existing Credit Agreement.

(d)    Other than the requirements expressly waived by the Lenders under Section 6 hereof, as of the Effective Date, each of the requirements set forth in Section 2.21 of the Credit Agreement have been met.

Section 4.     Conditions to Effectiveness . This Amendment shall become effective on the date (the “ Effective Date ”) on which:

(a)    the Administrative Agent (or its counsel) shall have received from the Loan Parties, the Swingline Lender, each Issuing Bank the Incremental Revolving Lenders, and each of the Lenders under the Existing Credit Agreement, a counterpart of this Amendment signed on behalf of each such party;

(b)    the Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Loan Party and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of this Amendment (and any agreements relating thereto), (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Loan Party, dated the Effective Date, substantially in the form of Exhibit M to the Existing Credit Agreement or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above;

(c)    the representations and warranties set forth in Section 3 hereof shall be true and correct and the Administrative Agent shall have received a certificate of an Authorized Officer to such effect;

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(d)    the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks as of and dated the Effective Date) of (i) Wachtell, Lipton, Rosen & Katz and (ii) other local counsel reasonably requested by the Administrative Agent;

(e)    the Lenders shall have received a certificate from a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit K to the Credit Agreement (or other form reasonably acceptable to the Administrative Agent) confirming the solvency of the U.S. Borrower and the Subsidiaries on a consolidated basis on the Effective Date;

(f)    the U.S. Borrower shall have paid all fees and expenses required to be paid on the Effective Date pursuant to the Engagement Letter, dated as of July 6, 2018, between the U.S. Borrower, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

(g)    the Borrowers shall have provided to the Administrative Agent or any Lender all information and documentation reasonably requested in writing at least five (5) days prior to the Effective Date by the Administrative Agent or such Lender for purposes of compliance with the Beneficial Ownership Regulation (as defined in the Amended Credit Agreement) (which information and documentation shall be true and correct in all material respects).

Section 5.     [Reserved] .

Section 6.     Waiver and Consent .

(a)     The Administrative Agent and the Lenders party hereto hereby waive the notice requirement set forth in Section 2.21(a) of the Existing Credit Agreement.

(b)    The Revolving Lenders hereby waive any right to payment under Section 2.16 of the Existing Credit Agreement in connection with the repayment of the Revolving Loans contemplated herein.

Section 7.     Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.

Section 8.     Applicable Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 9.     Headings . The headings of this Amendment are for purposes of refer- ence only and shall not limit or otherwise affect the meaning hereof.

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Section 10.     Effect of Amendment .

(a)    On and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended or waived by this Amendment.

(b)    The Existing Credit Agreement and each of the other Loan Documents, in each case as specifically amended or waived by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agents under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto expressly acknowledge that it is not their intention that this Amendment or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, but rather constitute a modification thereof pursuant to the terms contained herein, and the Amendment shall not constitute a novation of the Existing Credit Agreement or any other Loan Document. The Existing Credit Agreement as amended hereby, shall be deemed to be a continuing agreement among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents shall remain in full force and effect, each in accordance with its terms (as amended by this Amendment), unless such document, instrument, or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Amendment or such document, instrument, or agreement or as otherwise agreed by the required parties hereto or thereto. Each party hereto acknowledges and agrees that the liens, security interests and assignments created and granted by any Grantor (as defined in the U.S. Collateral Agreement) under the U.S. Collateral Agreement or any Pledgor (as defined in the U.S. Law Belgian Pledge Agreement and any Belgian Security Agreement) that encumber the Collateral (as defined in the Existing Credit Agreement) shall continue to exist and remain valid and subsisting, shall not be impaired, extinguished or released hereby, shall remain in full force and effect, and are hereby ratified, renewed, brought forward, extended, and rearranged as security for the Obligations (as defined in the U.S. Collateral Agreement and the U.S. Law Belgian Pledge Agreement, each as amended by this Amendment) and the Secured Obligations (as defined in the Belgian Receivables Pledge Agreement, the Belgian Bank Accounts Pledge Agreement, and the Belgian Share Pledge Agreement, each as amended by this Amendment), as applicable. For the avoidance of doubt, each of the parties to this Amendment agrees, that, to the extent that any amendment made to the Existing Credit Agreement pursuant to this Amendment shall constitute a novation within the meaning of Article 1271 et seq. of the Belgian Civil Code,

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then notwithstanding any such novation, all the rights (including in relation to the Collateral created under the Security Documents) of the Lender against the Loan Parties shall be maintained in accordance with Article 1278 of the Belgian Civil Code. This Amendment constitutes a Loan Document and an Incremental Facility Agreement.

Section 11.     Acknowledgement and Consent .

(a)     Each Guarantor hereby acknowl- edges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amend- ment and consents to the amendments of the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document to which it is a party or other- wise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Docu- ments the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document).

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

(c)      Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement or any other Loan Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Existing Credit Agreement.

[Signature Pages Follow]

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

BORROWERS :                    

GUARANTORS :    

[Signature Page to Ingevity Amendment No. 2]

[Signature Page to Ingevity Amendment No. 2]

[Signature Page to Ingevity Amendment No. 2]

ADMINISTRATIVE AGENT, SWINGLINE

LENDER AND ISSUING BANK :    

[Signature Page to Ingevity Amendment No. 2]

LENDERS :

[Signature Page to Ingevity Amendment No. 2]

LENDERS :    

[Signature Page to Ingevity Amendment No. 2]

ISSUING BANK :

[Signature Page to Ingevity Amendment No. 2]

ISSUING BANK :    

[Signature Page to Ingevity Amendment No. 2]

LENDERS :    

[Signature Page to Ingevity Amendment No. 2]

LENDERS :    

[Signature Page to Ingevity Amendment No. 2]

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LENDERS :    

[Signature Page to Ingevity Amendment No. 2]

LENDERS :    

[Signature Page to Ingevity Amendment No. 2]

LENDERS :

[Signature Page to Ingevity Amendment No. 2]

LENDERS :    

[Signature Page to Ingevity Amendment No. 2]

LENDERS :

[Signature Page to Ingevity Amendment No. 2]

LENDERS :

[Signature Page to Ingevity Amendment No. 2]

LENDERS :

[Signature Page to Ingevity Amendment No. 2]

LENDERS :

[Signature Page to Ingevity Amendment No. 2]

LENDERS :

[Signature Page to Ingevity Amendment No. 2]

Exhibit A

Amended Credit Agreement

(see attached)

EXHIBIT A

CREDIT AGREEMENT

dated as of

March 7, 2016,

as amended as of August 21, 2017,

as further amended as of August 7, 2018,

among

INGEVITY CORPORATION,

as U.S. Borrower,

The Lenders from Time to Time Party Hereto

and

WELLS FARGO BANK, N.A.,

as Administrative Agent

BANK OF AMERICA, N.A.

and

JPMORGAN CHASE BANK, N.A.,

as Syndication Agents

CITIZENS BANK OF PENNSYLVANIA,

PNC BANK, NATIONAL ASSOCIATION,

THE MUFG BANK OF TOKYO MITSUBISHI UFJ , LTD.,

SUNTRUST BANK,

and

U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agents

WELLS FARGO SECURITIES, LLC,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners

        

TABLE OF CONTENTS

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CREDIT AGREEMENT (this “ Agreement ”) dated as of March 7, 2016, among INGEVITY CORPORATION, a Delaware corporation, as U.S. Borrower, the LENDERS from time to time party hereto and WELLS FARGO BANK, N.A., as Administrative Agent.

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, shall bear interest at a rate determined by reference to the Alternate Base Rate.

“ Acquired EBITDA ” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to the U.S. Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Acquired Entity or Business and its subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

“ Acquired Entity or Business ” has the meaning set forth in the definition of the term “Consolidated EBITDA.”

“ Acquired Person ” has the meaning set forth in the definition of the term “Permitted Acquisition.”

“ Adjusted LIBO Rate ” means, with respect to any Eurocurrency Rate Loan denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) LIBOR as set forth on the applicable Bloomberg screen page published by the ICE Benchmark Administration Limited, a United Kingdom company (or another commercially available source as may be designated quoting service approved by the Administrative Agent from time to time) for deposits in Dollars multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means Wells Fargo Bank, N.A., in its capacity as administrative agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII.

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

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

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“ Agents ” means the Administrative Agent, the Collateral Agent, the Documentation Agents and the Syndication Agents.

“ Aggregate Revolving Commitment ” means the sum of the Revolving Commitments of all the Revolving Lenders, as increased or reduced from time to time.

“ Aggregate Revolving Exposure ” means the sum of the Revolving Exposures of all the Revolving Lenders.

“ 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 Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in Dollars with a maturity of one month plus 1%; provided that, if the Alternate Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. For purposes of clause (c) above, the Adjusted LIBO Rate on any day shall be the Adjusted LIBO Rate for deposits in Dollars (for delivery on such day) with a term of one month; provided that, to the extent that the Adjusted LIBO Rate is not ascertainable pursuant to the foregoing clause (c), the Adjusted LIBO Rate shall be determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars with a maturity of one month are offered to major banks in the London interbank market on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective as of the opening of business on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Alternative Currency ” means with respect to any Revolving Loans, Euros and Japanese Yen.

“ Alternative Currency Sublimit ” means (i) with respect to Revolving Loans denominated in Japanese Yen, the Japanese Yen Sublimit and (ii) with respect to Revolving Loans denominated in Euros, the Euro Sublimit.

“ Amendment No. 1 ” means that certain Incremental Facility Agreement and Amendment No. 1, dated as of August 21, 2017, by and among the Borrowers, the other Loan Parties, the Administrative Agent and the Lenders party thereto.

“ Amendment No.1 Effective Date ” means August 21, 2017.

“ Amendment No. 2” means that certain Incremental Facility Agreement and Amendment No. 2, dated as of August 7, 2018, by and among the Borrowers, the other Loan Parties, the Administrative Agent and the Lenders party thereto.

“Amendment No. 2 Effective Date” means August 7, 2018.

“ Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction directly applicable to the Borrowers or their Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the Foreign Corrupt Practices Act, 15 U.S.C.

§§ 78dd-1, et seq . and the rules and regulations thereunder.

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“ Applicable Percentage ” means, at any time, with respect to any Revolving Lender, the percentage of the Aggregate Revolving Commitment represented by such Lender’s Revolving Commitment at such time, subject to adjustment as required to give effect to any reallocation of LC Exposure or Swingline Exposure made pursuant to paragraph (c) or (d) of Section 2.20 or the final paragraph of Section 2.20. 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 Revolving Lender’s status as a Defaulting Lender at the time of determination.

“ Applicable Rate ” means, for any day, (a) with respect to the Loans of any Class other than the Revolving Loans made pursuant to the Revolving Commitments and the Initial Term Loans, or commitment fees payable in respect of Commitments of any Class other than the Revolving Commitments, the rate or rates per annum specified in the applicable Extension Amendment or Incremental Facility Agreement and (b) with respect to any Revolving Loan made pursuant to the Revolving Commitments and any Initial Term Loan that, in either case, is an ABR Loan (including any Swingline Loan) or Eurocurrency Rate Loan, or with respect to the commitment fees in respect of the Revolving Commitments payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread,” “Eurocurrency Spread” or “Commitment Fee Rate,” respectively, based upon the Total Leverage Ratio as of the most recent determination date; provided that the “Applicable Rate” shall be the applicable rate per annum set forth below in Category 3 from the Initial Funding Date until the next change in the Applicable Rate in accordance with the immediately succeeding sentence:

For purposes of the foregoing, each change in the Applicable Rate resulting from a change in the Total Leverage Ratio shall be effective during the period commencing on and including the first Business Day after delivery to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) of consolidated financial statements (commencing with the financial statements covering the first fiscal quarter commencing on or after the Initial Funding Date) indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Total Leverage Ratio shall be deemed to be in Category 4 if the Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or (b) or any Compliance Certificate required to be delivered pursuant to Section 5.01(d), during the

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period from the expiration of the time for delivery thereof until such consolidated financial statements or Compliance Certificate are delivered.

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” means Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A. in their capacity as the joint lead arrangers and joint bookrunners for the credit facilities provided for herein.

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

“ Auction Manager ” has the meaning set forth in Section 2.23(a).

“ Auction Notice ” means an auction notice given by the U.S. Borrower in accordance with the Auction Procedures with respect to a Purchase Offer.

“ Auction Procedures ” means the auction procedures with respect to Purchase Offers set forth in Exhibit B hereto.

“ Authorized Officer ” means the president, the chief executive officer, the chief financial officer, the chief operating officer, the treasurer, the assistant treasurer, the secretary, the assistant secretary, the general counsel or the assistant general counsel, and, with respect to certain limited liability companies or partnerships that do not have officers, any manager, managing member or general partner thereof, or any other senior officer of the U.S. Borrower or any other Loan Party designated as such in writing to the Administrative Agent by the U.S. Borrower or any other Loan Party, as applicable. The Administrative Agent may conclusively presume that (a) any document delivered hereunder that is signed by an Authorized Officer has been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of the

U.S. Borrower or any other Loan Party and (b) such Authorized Officer has acted on behalf of such Person.

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

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

“ Belgian Borrower ” means, upon satisfaction (or waiver in accordance with Section 9.02) of the obligations set forth in Section 5.13(b), MeadWestvaco Europe SPRL (which is expected to

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change its name to Ingevity Holdings SPRL on or around the Spin-Off Date) , a Belgian private limited liability company ( société privée à responsabilité limitée/besloten vennootschap met beperkte aansprakelijkheid ), incorporated under the laws of Belgium, with its registered office at Avenue des Olympiades 2, B-1140 Brussels and registered with the Belgian Crossroads Bank for Enterprises under number 0402.720.145, RPR/RPM Brussels (French speaking division), that is (or will be prior to the Spin-Off) an indirect wholly-owned Subsidiary of the U.S. Borrower and that has elected (or will elect prior to the Spin-Off) to be classified as an association taxable as a corporation for U.S. federal income tax purposes.

“ Belgian Borrower Joinder ” means a joinder to this Agreement by MeadWestvaco Europe SPRL (which is expected to change its name to Ingevity Holdings SPRL on or around the Spin-Off Date) , a Belgian private limited liability company ( société privée à responsabilité limitée/besloten vennootschap met beperkte aansprakelijkheid ), incorporated under the laws of Belgium, with its registered office at Avenue des Olympiades 2, B-1140 Brussels and registered with the Belgian Crossroads Bank for Enterprises under number 0402.720.145, RPR/RPM Brussels (French speaking division) in form and substance reasonably acceptable to the Administrative Agent.

“ Belgian Borrower Sublimit ” means €100,000,000.

“ Belgian Collateral Documents ” means, collectively, the Belgian Security Agreements and any other agreements, instruments and documents executed by any Belgian Loan Party in connection with this Agreement that are intended to guarantee or create, perfect or evidence Liens on the Collateral to secure the Belgian Obligations, including, without limitation, all other security agreements, pledge agreements, loan agreements, notes, guarantees, sub-ordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether theretofore, now or hereafter executed by any Belgian Loan Party and delivered to the Administrative Agent.

“ Belgian Insolvency Event ” means any event whereby a Belgian Loan Party (i) has been dissolved ( ontbonden / dissoute ) or resolved to enter into liquidation ( vereffening / liquidation ), (ii) had its assets placed under administration ( onder bewind gesteld / placés sous administration ), (iii) ceased to pay its debts as they fall due ( staking van betaling / cessation de paiement ), (iv) filed an application for or been subject to proceedings for bankruptcy ( faillissement / faillite ) or judicial reorganisation ( gerechtelijke reorganisatie / réorganisation judiciaire ), (v) has been declared bankrupt ( failliet verklaard / declarées en faillite ), or (vi) has been subjected to measures such as the appointment of a provisional administrator ( voorlopig bewindvoerder / administrateur provisoire ) or sequestrator ( sekwester / séquestre ).

“ Belgian Loan Parties ” means, collectively, the Belgian Borrower and each other Person that is organized under the laws of Belgium and becomes a party hereto and to a Belgian Security Agreement as security provider.

“ Belgian Obligations ” means the “Secured Liabilities” as defined in the Belgian Security Agreements.

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“ Belgian Security Agreements ” means any pledge of receivables between a Belgian Loan Party as pledgor and the Administrative Agent as pledgee, any pledge of bank accounts between a Belgian Loan Party as pledgor and the Administrative Agent as pledgee, any pledge over the business assets ( pand op handelszaak / gage sur fonds de commerce ), any business pledge mandate ( mandaat pand handelszaak / mandat de gage sur fonds de commerce ) and any other pledge or security agreement governed by the laws of Belgium and entered into, after the date of this Agreement by any other Belgian 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.

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

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

“ Borrower ” or “ Borrowers ” means, individually or collectively, the Belgian Borrower and the U.S. Borrower.

“ Borrower Representative ” has the meaning set forth in Section 9.18(a).

“ Borrowing ” means (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurocurrency Rate Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“ Borrowing Minimum ” means (a) in the case of a Borrowing denominated in Dollars, $1,000,000, (b) in the case of a Borrowing denominated in Euro, €920,000 and (c) in the case of a Borrowing denominated in Japanese Yen, ¥120,000,000.

“ Borrowing Multiple ” means (a) in the case of a Borrowing denominated in Dollars, $500,000, (b) in the case of a Borrowing denominated in Euro, €460,000 and (c) in the case of a Borrowing denominated in Japanese Yen, ¥60,000,000.

“ Borrowing Request ” means a request by the Borrower Representative for a Borrowing in accordance with Section 2.03 or 2.04, as applicable, which shall be, in the case of any such written request, substantially in the form of Exhibit C-1 or any other form approved by the Administrative Agent (acting reasonably).

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Washington, D.C. are authorized or required by law to remain closed; provided that, (a) when used in connection with a Eurocurrency Rate Loan or any other Loan denominated in an Alternative Currency, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market, (b) when used in connection with a Loan in Euros, the term “Business Day” shall also exclude any day that is not a TARGET Day and (c) when used in connection with any Loan denominated in Japanese Yen, the term “Business Day” shall also exclude any day in which commercial banks in Tokyo, Japan are authorized or required by law to remain closed.

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“ 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 on a balance sheet of such Person under GAAP. The amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP, and the final maturity of such obligations shall be the date of the last payment of such or any other amounts due under such lease (or other arrangement) prior to the first date on which such lease (or other arrangement) may be terminated by the lessee without payment of a premium or a penalty. For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.

“ Cash Consideration ” has the meaning set forth in Section 6.05. “ Cash Equivalents ” means:

    

(a)      Dollars and, with respect to any Foreign Subsidiary, local currencies held by such Foreign Subsidiary;

(b)      direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or any agency or instrumentality thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(c)      securities issued by any state or commonwealth of the United States of America or any political subdivision or taxing authority of any such state or commonwealth or any public instrumentality thereof or any political subdivision or taxing authority of any such state or commonwealth or any public instrumentality, in each case maturing within one year from the date of acquisition thereof and having, at such date of acquisition, at least an A-1 credit rating from S&P or a P-1 credit rating from Moody’s;

(d)      investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, at least an A-1 credit rating from S&P or a P-1 credit rating from Moody’s;

(e)      investments in certificates of deposit, banker’s acceptances and demand or time deposits, in each case maturing within one year from the date of acquisition thereof, issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any state thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(f)      fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (b), (c) and (e) above and entered into with a financial institution satisfying the criteria described in clause (e) above;

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(g)      money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated at least A-1 by S&P or P-1 by Moody’s and (iii) have portfolio assets of at least $1,000,000,000; and

(h)      in the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.

“ Cash Management Agreement ” means any agreement entered into from time to time by the U.S. Borrower or one of its Restricted Subsidiaries in connection with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of the

U.S. Borrower or one of its Restricted Subsidiaries, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services, wire transfer services, purchasing card services and similar payment arrangement services.

“ Cash Management Bank ” means any Lender, Agent or Arranger or any Affiliate thereof that provides any Cash Management Services.

“ Cash Management Obligations ” means obligations owed by a Borrower or any Restricted Subsidiary to any Cash Management Bank in connection with, or in respect of, any Cash Management Services.

“ Cash Management Services ” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft automatic clearing house fund transfer services, return items and interstate depository network services) and (c) any other demand deposit or operating account relationships or other cash management services, including any Cash Management Agreements.

“ CFC ” means (a) each Person that is a “controlled foreign corporation” within the meaning of Section 957 of the Code and (b) each subsidiary of any such controlled foreign corporation.

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act and the rules of the SEC thereunder, but excluding any employee benefit plan of the U.S. Borrower and its Restricted Subsidiaries and any Person or “group” acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than prior to the

Spin-Off Date by the Permitted Holders, of Equity Interests in the U.S. Borrower representing more than 35% of the aggregate ordinary voting power for the election of directors of the U.S. Borrower; (b) persons who were Continuing Directors ceasing to occupy a majority of the seats (excluding vacant seats) on the board of directors of the U.S. Borrower; or (c) the occurrence of any “change in control” (or similar event, however denominated) with respect to the U.S. Borrower under and as defined in any indenture or other agreement or instrument evidencing, governing the rights of the holders of or otherwise relating to any Material Indebtedness of the

U.S. Borrower or any Restricted Subsidiary.

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“ Change in Law ” means the occurrence, after the Signing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, with respect to any Credit Party (x) the

Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted, promulgated or issued.

“ Class ,” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Initial Term Loans, Incremental Term Loans of any Series, Revolving Loans (other than Extended Revolving Loans) or Swingline Loans, Extended Term Loans (of the same Extension Series) or Extended Revolving Loans (of the same Extension Series) (b) any Commitment, refers to whether such Commitment is an Initial Term Commitment, an Extended Revolving Commitment (of the same Extension Series) an Incremental Term Commitment of any Series or a Revolving Commitment (other than an Extended Revolving Commitment) and (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class.

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

“ Collateral ” has the meaning provided for such term (or any analogous term describing assets on which Liens are purported to be granted to secure the Obligations) in each of the Security Documents.

“ Collateral Agent ” means Wells Fargo Bank, N.A., as collateral agent under the U.S. Collateral Agreement.

“ Collateral Agreement ” means the U.S. Collateral Agreement, the Belgian Collateral Documents and/or any future security or collateral agreement entered into hereafter in accordance with the terms hereof, as the context may require.

“ Collateral and Guarantee Requirement ” means, at any time, the requirement that:

(a)      the Administrative Agent shall have received from the U.S. Borrower and each Designated Subsidiary either (i) with respect to Loan Parties as of the Initial Funding Date, in the case of the U.S. Borrower and each Designated Subsidiary that is a Domestic Subsidiary, a counterpart of the U.S. Collateral Agreement duly executed and delivered on behalf of such Person or (ii) in the case of any Person (other than the Belgian Borrower which shall be subject to the requirements in Section 5.13(b)) that becomes a Designated Subsidiary after the Initial Funding Date (including by ceasing to be an Excluded Subsidiary), a supplement to the applicable Collateral Agreement, substantially in the form specified therein or in a form otherwise reasonably acceptable to the

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Administrative Agent, or a new Collateral Agreement in a form reasonably acceptable to the Administrative Agent duly executed and delivered on behalf of such Person, together with, to the extent reasonably requested by the Administrative Agent, documents and opinions of the type referred to in paragraphs (e) and (f) of Section 4.02 with respect to such Designated Subsidiary;

(b)      all Equity Interests in any Subsidiary owned by any Loan Party, other than any Excluded Equity Interests, shall have been pledged pursuant to the applicable Collateral Agreement and the Administrative Agent shall, to the extent required by the applicable Collateral Agreement, have received certificates or other instruments representing all such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c)      (i) all Indebtedness of any Loan Party (or any Person required to become a Loan Party) that is owing to the U.S. Borrower or any of its Restricted Subsidiaries shall be evidenced by the Intercompany Note to the extent consistent with applicable law, which Intercompany Note shall be required to be pledged to the Administrative Agent pursuant to the Collateral Agreements, and (ii) except with respect to intercompany Indebtedness, as promptly as practicable, and in any event within 30 days after the Initial Funding Date (or such later time as the Administrative Agent may agree), all Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (individually) or $10,000,000 (in the aggregate) that is owing to any Loan Party (or any Person required to become a Loan Party) and is evidenced by a promissory note shall have been pledged pursuant to the applicable Collateral Agreement substantially in the form specified therein or in a form otherwise reasonably acceptable to the Administrative Agent, and the Administrative Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank; and

(d)      all documents and instruments, including Uniform Commercial Code financing statements, required by Requirements of Law or reasonably requested by the Administrative Agent to be delivered, filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents and the other provisions of the term “Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Restricted Subsidiary, as to which the Administrative Agent and the U.S. Borrower reasonably agree that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax consequences to the U.S. Borrower and the Restricted Subsidiaries (including the imposition of withholding or other material taxes)), shall be excessive in view of the benefits to be obtained by the Lenders

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therefrom, (b) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in the Security Documents as in effect on the Initial Funding Date and, to the extent appropriate in the applicable jurisdiction, as reasonably agreed between the Administrative Agent and the U.S. Borrower, (c) in no event shall control agreements or similar arrangements be required with respect to deposit accounts, securities accounts or commodities accounts, (d) in no event shall the delivery of landlord lien waivers, estoppels, collateral access letters or any similar agreement or document be required, (e) in no event shall the Collateral pledged by any U.S. Loan Party include any Excluded Assets, (f) in no event shall the U.S. Borrower or any Domestic Subsidiary be required to deliver any documents or take any perfection steps required or governed by the laws of any non-U.S. jurisdiction, including the delivery of non-U.S. law pledge or charge agreements, non-U.S. law agreements or filings with respect to Intellectual Property or non-U.S. law security assignments or other non-U.S. agreements or filings, other than a Belgian law pledge of the equity interests in the Belgian Borrower and (g) no certificates, stock powers or other instruments representing Equity Interests of Persons that are not Subsidiaries or Persons that are Excluded Subsidiaries pursuant to clause (e) of the definition of “Excluded Subsidiary” shall be required to be delivered. The Administrative Agent may, without the consent of any Lender, grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Restricted Subsidiary (including extensions beyond the Initial Funding Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Initial Funding Date) where it and the U.S. Borrower reasonably agree that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.

“ Commitment ” means a Revolving Commitment, an Initial Term Commitment, an Incremental Term Commitment of any Series, any Extended Revolving Commitment or any combination thereof (as the context requires).

“ Commitment Fee ” has the meaning set forth in Section 2.12(a).

“ Competitor ” means any Person which is a direct competitor of the U.S. Borrower or its Subsidiaries; provided, that in connection with any assignment or participation, the assignee or Participant with respect to such proposed assignment or participation that is an investment bank, a commercial bank, a finance company, a fund, or other Person which merely has an economic interest in any such direct competitor, and is not itself such a direct competitor of the U.S. Borrower or its Subsidiaries, shall not be deemed to be a direct competitor for the purposes of this definition.

“ Compliance Certificate ” means a Compliance Certificate substantially in the form of Exhibit E or any other form approved by the Administrative Agent (acting reasonably).

“ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period, plus

(a)    without duplication and to the extent deducted (and not added back) in     determining such Consolidated Net Income, the sum of

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(i)    consolidated interest expense for such period (including imputed interest expense in respect of Capital Lease Obligations);

(ii)    provision for taxes based on income, profits, losses or capital, including federal, foreign and state income and similar taxes (including foreign withholding taxes), paid or accrued during such period;

(iii)    all amounts attributable to depreciation and amortization for such period (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period, but including amortization of deferred financing fees and costs and amortization of intangibles);

(iv)    (A) any unusual or non-recurring charges for such period, including restructuring or similar charges and (B) any extraordinary charges, losses or expenses (including transaction expenses) for such period, determined on a consolidated basis in accordance with GAAP;

(v)    any Non-Cash Charges or changes in reserves for earnouts or similar obligations for such period;

(vi)    any losses attributable to early extinguishment of Indebtedness or obligations under any Hedging Agreement;

(vii)    one-time out-of-pocket costs and expenses relating to the Transactions, including, without limitation, legal and advisory fees (if incurred no later than 6 months following the Initial Funding Date);

(viii)    [reserved];

(ix)    losses incurred as a result of Dispositions, closures, disposals or abandonments not in the ordinary course of business;

(x)    run-rate cost savings, operating expense reductions and synergies expected to be achieved within 12 months following the Initial Funding Date related to the Spin-Off as a result of specified actions taken within 6 months following the Initial Funding Date or undertaken or implemented prior to the Initial Funding Date (calculated on a Pro Forma Basis as though such savings, reductions and synergies had been realized on the first day of such period) and not already included in Consolidated EBITDA; provided that such cost savings, operating expense reductions and synergies (x) are reasonably identifiable, factually supportable and certified by the chief executive officer or a Financial Officer of the U.S. Borrower in a manner acceptable to the Administrative Agent (not to be unreasonably withheld) (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated with any action taken or expected to be taken provided that such benefit is expected to be realized within 12 months of taking such action) and (y) shall not, together with any cost savings, operating expense reductions and synergies attributable to paragraph (xi)

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below, exceed in any Test Period 20% of Consolidated EBITDA for such Test Period, calculated without giving effect to such cost savings, operating expense reductions and synergies; and

(xi)    run-rate cost savings, operating expense reductions and synergies related to Permitted Acquisitions, Dispositions or other transactions permitted under Section 6.05 expected to be achieved within 12 months following such transaction as a result of specified actions taken within 6 months following such transaction or undertaken or implemented prior to such transaction (calculated on a Pro Forma Basis as though such savings, reductions and synergies had been realized on the first day of such period) and not already included in Consolidated EBITDA; provided that such cost savings, operating expense reductions and synergies (x) are reasonably identifiable, factually supportable and certified by the chief executive officer or a Financial Officer of the U.S. Borrower in a manner acceptable to the Administrative Agent (not to be unreasonably withheld) (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated with any action taken or expected to be taken provided that such benefit is expected to be realized within 12 months of taking such action) and (y) shall not, together with any cost savings, operating expense reductions and synergies attributable to paragraph (x) above, exceed in any Test Period 20% of Consolidated EBITDA for such Test Period, calculated without giving effect to such cost savings, operating expense reductions and synergies;

provided further that any cash payment made with respect to any Non-Cash Charges added back in computing Consolidated EBITDA for any prior period pursuant to clause (a)(v) above (or that would have been added back had this Agreement been in effect during such prior period) shall be subtracted in computing Consolidated EBITDA for the period in which such cash payment is made; and minus

(b)    without duplication and to the extent included (and not deducted) in determining such Consolidated Net Income, the sum of:

(i)      any interest income for such period, determined on a consolidated basis in accordance with GAAP;

(ii)      any extraordinary gains or income for such period and any unusual or non-recurring gains for such period, all determined on a consolidated basis in accordance with GAAP;

(iii)      any gains attributable to the early extinguishment of Indebtedness or obligations under any Hedging Agreement;

(iv)      non-cash income for any Test Period; and

(v)      gains as a result of Dispositions, closures, disposals or abandonments not in the ordinary course of business;

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provided that any cash receipt (or any netting arrangements resulting in reduced cash expenses) with respect to any non-cash income deducted in computing Consolidated EBITDA for any prior period pursuant to clause (b)(iv) above (or that would have been deducted in computing Consolidated EBITDA had this Agreement been in effect during such prior period) shall be added in computing Consolidated EBITDA for the period in which such cash is received (or netting arrangement becomes effective); provided , further that, to the extent included in Consolidated Net Income, Consolidated EBITDA for any period shall be calculated so as to exclude (without duplication of any adjustment referred to above) the effect of:

(A)    the cumulative effect of any changes in GAAP or accounting principles applied by management during such period;

(B)    any gains or losses on currency derivatives and any currency transaction and gains or losses that arise upon consolidation or upon remeasurement of Indebtedness; provided, for the avoidance of doubt, not excluding translation gains or losses;

(C)    any gains or losses attributable to the mark-to-market movement in the valuation of Hedging Obligations or other derivative instruments pursuant to Accounting Standards Codification 815; and

(D)    purchase accounting adjustments;

provided , further , that Consolidated EBITDA for any period shall be calculated so as to include (without duplication of any adjustment referred to above or made pursuant to Section 1.04, if applicable) the Acquired EBITDA of any Person, property, business or asset acquired by the U.S. Borrower or any Restricted Subsidiary during such period (other than any Unrestricted Subsidiary) in a Material Acquisition to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or asset to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to a transaction consummated prior to the Initial Funding Date, and not subsequently so disposed of, an “ Acquired Entity or Business ”) for the entire period determined on a historical Pro Forma Basis and the Acquired EBITDA of any Unrestricted Subsidiary that is designated as a Restricted Subsidiary during such period (each, a “ Converted Restricted Subsidiary ”), in each case based on the Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis; and provided , further , that Consolidated EBITDA for any period shall be calculated so as to exclude (without duplication of any adjustment referred to above or made pursuant to Section 1.04, if applicable) the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of or closed by the U.S. Borrower or any Restricted Subsidiary during such period in a Material Disposition (each such Person (other than an Unrestricted Subsidiary), property, business or asset so sold, transferred or otherwise disposed of or closed, including pursuant to a transaction consummated prior to the Initial Funding Date, a “ Sold Entity or Business ”) for the entire period determined on a historical Pro Forma Basis, and the Disposed EBITDA of any Restricted Subsidiary that is designated as an Unrestricted Subsidiary during such period (each, a “ Converted Unrestricted Subsidiary ”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion

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thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis.

Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015, Consolidated EBITDA for such fiscal quarters shall be $47,700,000, $59,700,000, $55,900,000 and $26,800,000, respectively.

“ Consolidated Net Income ” means, for any period, the net income or loss attributable to the U.S. Borrower and its consolidated Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) (i) any gains or losses for such period of any Person that is accounted for by the equity method of accounting and (ii) the income of any Person (other than the U.S. Borrower) that is not a consolidated Restricted Subsidiary, in each case, except that Consolidated Net Income of the U.S. Borrower shall be increased by the amount (not in excess of such excluded gains or income of such Person) of cash dividends or cash distributions or other payments that are actually paid by such Person in cash or Cash Equivalents (or other property to the extent converted into cash or Cash Equivalents) to the U.S. Borrower or, subject to clause (b) below, any other consolidated Restricted Subsidiary during such period, and (b) the income of any consolidated Restricted Subsidiary (other than any Borrower or any Subsidiary Loan Party) to the extent that, on the date of determination, the declaration or payment of cash dividends or similar cash distributions by such Restricted Subsidiary is not permitted by the operation of the terms of the Organizational Documents of or shareholder or similar agreement applicable to such Restricted Subsidiary, unless such restriction with respect to the payment of cash dividends and other similar cash distributions has been legally and effectively waived.

“ Consolidated Secured Debt ” means, without duplication, as of any date of determination, the aggregate principal amount of (i) all Consolidated Total Debt outstanding hereunder as of such date and (ii) all other Consolidated Total Debt secured by Liens on any assets or property of the

U.S. Borrower or any Restricted Subsidiary (whether or not such assets or property constitute part of the Collateral).

“ Consolidated Total Assets ” means, on any date of determination, the consolidated total assets of the U.S. Borrower and its consolidated Restricted Subsidiaries as set forth on the consolidated balance sheet of the U.S. Borrower as of the last day of the applicable Test Period (but excluding all amounts attributable to Unrestricted Subsidiaries); provided that prior to the first delivery of financial statements pursuant to Section 5.01(a) or 5.01(b), Consolidated Total Assets shall be determined based on the balance sheet included in the Pro Forma Financial Statements.

“ Consolidated Total Debt ” means, as of any date of determination, the aggregate principal amount of Indebtedness of the U.S. Borrower and the Restricted Subsidiaries outstanding on such date, in the amount that would be reflected on a consolidated balance sheet of the U.S. Borrower and the Restricted Subsidiaries in accordance with GAAP, but only to the extent consisting of (i) Indebtedness for borrowed money, (ii) unpaid LC Disbursements or other unpaid drawings under letters of credit, (iii) Capital Lease Obligations (other than Capital Lease Obligations that are cash collateralized in connection with the IDB Closing Distribution) or purchase money debt, (iv)

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debt obligations evidenced by bonds, debentures, notes or similar instruments, (v) outstandings under any Permitted Securitization Financing (but excluding intercompany obligations owed by a Special Purpose Securitization Subsidiary to the Borrower or any Restricted Subsidiary in connection therewith), or, (vi) to the extent the same would be reflected as a liability on a consolidated balance sheet of the U.S. Borrower and the Restricted Subsidiaries prepared in accordance with GAAP, any letters of credit supporting, or any Guarantees of, any of the foregoing which is the primary obligation of a third party (other than guarantee obligations that are cash collateralized in connection with the IDB Closing Distribution).

“ Continuing Director ” means, at any date, an individual (a) who is a member of the board of directors of the U.S. Borrower on the Initial Funding Date, (b) who, as at such date, has been a member of such board of directors for at least the 12 preceding months, or (c) who has been nominated to be a member of such board of directors, or whose election to such board of directors has been approved by, by a majority of the other Continuing Directors then in office.

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

“ Converted Restricted Subsidiary ” has the meaning provided in the definition of the term “Consolidated EBITDA.”

“ Converted Unrestricted Subsidiary ” has the meaning provided in the definition of the term “Consolidated EBITDA.”

“ Corrective Extension Amendment ” has the meaning set forth in Section 2.22(e).

“ Corresponding Obligations ” means all Belgian Obligations as they may exist from time to time, other than the Parallel Debt.

“ Credit Agreement Refinancing Indebtedness ” means any unsecured Indebtedness or Permitted Junior Lien Secured Indebtedness; provided that (a) substantially concurrently with the incurrence of such Indebtedness, the net proceeds thereof shall be utilized to repay or prepay then outstanding Term Borrowings of one or more Classes, together with accrued and unpaid interest thereon, (b) such Credit Agreement Refinancing Indebtedness shall comply with the Required Debt Parameters, (c) to the extent such Indebtedness is Permitted Junior Lien Secured Indebtedness, the administrative agent, collateral agent, trustee and/or any similar representative acting on behalf of the holders of such Indebtedness shall have become a party to a Junior Lien Intercreditor Agreement providing that the Liens on the Collateral securing such Indebtedness shall rank junior in priority to the Liens on the Collateral securing the Obligations.

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

“ Default ” means any event or condition that constitutes, or upon notice, lapse of time or both would constitute, an Event of Default.

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“ Defaulting Lender ” means any Revolving Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i) to fund any portion of its Loans, (ii) to fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) to pay 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 in such writing, including, if applicable, by reference to a specific Default) has not been satisfied, (b) has notified the U.S. Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good-faith determination that a condition precedent (specifically identified in such writing, including, if applicable, by reference to a specific Default) to funding a Loan 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 the U.S. Borrower or a Credit Party made 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; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the U.S. Borrower’s or such Credit Party’s (as applicable) receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Lender-Related Distress Event.

“ Designated Subsidiary ” means each Subsidiary that is not an Excluded Subsidiary.

“ Disposed EBITDA ” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the U.S. Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Sold Entity or Business or Converted Unrestricted Subsidiary and its subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary.

“ Disposition ” has the meaning set forth in Section 6.05.

“ Disqualified Equity Interest ” means, with respect to any Person, any Equity Interest in such Person that requires the payment of any dividend (other than dividends payable solely in Qualified Equity Interests) or that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

(a)      matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;

(b)      is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests

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in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or

(c)      is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by the U.S. Borrower or any Restricted Subsidiary, in whole or in part, at the option of the holder thereof;

in each case, on or prior to the date 91 days after the latest Maturity Date (determined as of the date of issuance thereof or, in the case of any such Equity Interests outstanding on the Initial Funding Date, the Initial Funding Date); provided , however , that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale,” “casualty/condemnation” or a “change of control” (or similar event, however denominated) shall not constitute a Disqualified Equity Interest if any such requirement is subject to the prior or concurrent repayment in full of all the Loans and all other Loan Document Obligations (other than contingent or indemnification obligations not then due) that are accrued and payable, the cancellation or expiration of all Letters of Credit and the termination or expiration of the Commitments and (ii) an Equity Interest in any Person that is issued to any employee or to any plan for the benefit of employees or by any such plan to such employees shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“ Disqualified Lender ” means (a) each bank, financial institution and other institutional lender or investor that has been separately identified in writing by the U.S. Borrower to the Arrangers prior to the date hereof, (b) bona fide Competitors of the U.S. Borrower or its Restricted Subsidiaries that are separately identified in writing by the U.S. Borrower to the Administrative Agent from time to time and (c) any Affiliates of any of the foregoing (which, for the avoidance of doubt, shall not include any bona fide debt investment funds that are Affiliates of any Person referenced in clause (b) above) that are either (i) identified in writing by the Borrower to the Administrative Agent from time to time or (ii) clearly identifiable by the Administrative Agent as such on the basis of their names; provided that any supplements to the Disqualified Lender list shall not apply to retroactively disqualify any Persons that have previously acquired an interest in respect of the Loans or Commitments hereunder. The list of Disqualified Lenders shall be made available to any Lender upon request to the Administrative Agent.

“ Dividend ” means the dividend, distribution paid, purchase price paid or other cash transfer made by the U.S. Borrower on the Spin-Off Date to WestRock or any of its subsidiaries in connection with the Spin-Off (including in consideration of the Belgian Borrower and its Subsidiaries) in an amount not to exceed $500,000,000.

“ Documentation Agent ” means each of Citizens Bank of Pennsylvania, PNC Bank, National Association, The MUFG Bank of Tokyo-Mitsubishi UFJ , Ltd., SunTrust Bank and U.S. Bank National Association, in its capacity as the documentation agent for the credit facilities provided for herein.

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“ Dollar Equivalent ” means, on any date of determination, (a) with respect to any amount in Dollars, such amount, and (b) with respect to any amount in any Alternative Currency, the equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.07 using the Exchange Rate with respect to such Alternative Currency at the time in effect under the provisions of such Section (except as otherwise expressly provided herein).

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

“ Domestic Subsidiary ” means any Restricted Subsidiary incorporated or organized under the laws of the United States of America, any state thereof or the District of Columbia.

“ 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.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, a natural person, a Disqualified Lender or, except to the extent permitted under Section 2.23 the U.S. Borrower, any Subsidiary or any other Affiliate of the U.S. Borrower.

“ Engagement Letter ” means the Engagement Letter dated December 9, 2015, among the U.S. Borrower, Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A., and Bank of America, N.A.

“ Environmental Laws ” means all rules, regulations, codes, ordinances, judgments, orders, decrees and other laws, and all injunctions, notices or binding agreements, issued, promulgated or entered into by any Governmental Authority and relating in any way to the environment, to preservation or reclamation of natural resources, to the management, Release or threatened Release of any Hazardous Material or to the extent related to human exposure to Hazardous Materials, health or safety matters.

“ Environmental Liability ” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties and indemnities), 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) human exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other

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consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests, beneficial interests or other ownership interests, whether voting or nonvoting, in, or interests in the income or profits of, a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the U.S. Borrower, is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or 414(o) 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) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case whether or not waived, (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) a determination by the U.S. Borrower that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by the U.S. Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (f) the receipt by the U.S. Borrower or any of its ERISA Affiliates 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, (g) the incurrence by the U.S. Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan or (h) the receipt by the U.S. Borrower or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the U.S. Borrower or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination by the U.S. Borrower that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in “endangered” or “critical” status, within the meaning of Section 305 of ERISA or Section 432 of the Code.

“ 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 ” and “ € ” means the lawful currency of the European Union as constituted by the Treaty of Rome which established the European Community, as such treaty may be amended from time to time and as referred to in the European Monetary Union legislation.

“ Euro Sublimit ” means an amount equal to the lesser of (a) the equivalent in Euro of$100,000,000, as determined by the Administrative Agent pursuant to Section 1.07 using the Exchange Rate with respect to Euro at the time in effect under the provisions of such Section, and (b) the Aggregate Revolving Commitments.

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“ Eurocurrency Rate ” means:

(a)      with respect to any Borrowing:

(i)      denominated in Dollars, the Adjusted LIBO Rate; and

(ii)      denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”) or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page by the ICE Benchmark Administration Limited, a United Kingdom company (or such other commercially available source providing such quotations as may be designated quoting service approved by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b)      for any rate calculation with respect to an ABR Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided , further , that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent; and if the Eurocurrency Rate (including, without limitation, any Replacement Rate with respect thereto) shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“ Eurocurrency Rate Loan ” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.” Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.

“ Event of Default ” has the meaning set forth in Section 7.01. “ Exchange Act ” means the United States Securities Exchange Act of 1934.

“ Exchange Rate ” means, on any day, for purposes of determining the Dollar Equivalent of any currency other than Dollars, the rate at which such other currency may be exchanged into Dollars at the time of determination on such day on the Reuters WRLD Page for such currency. In the event that such rate does not appear on any Reuters WRLD Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the U.S. Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange

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operations in respect of such currency are then being conducted, at or about such time as the Administrative Agent shall elect after determining that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of Dollars for delivery two Business Days later, provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any method it reasonably deems appropriate to determine such rate.

“ Excluded Assets ” means (a) any fee-owned real property and any leasehold interests in real property, (b) any Excluded Equity Interests, (c) any asset if, to the extent and for so long as the grant of a Lien thereon to secure the Loan Document Obligations is effectively prohibited by any Requirements of Law, (d) any lease, license or other agreement or contract or any property subject to a purchase money security interest, Capital Lease Obligation or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or contract or purchase money, capital lease or similar arrangement or create a right of termination in favor of any other party thereto (other than the U.S. Borrower or any wholly-owned Restricted Subsidiary) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other similar applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other similar applicable law notwithstanding such prohibition, (e) any governmental licenses or state or local franchises, charters and authorizations, if, to the extent, and for so long as, the grant of a security interest in any such licenses, franchises charters or authorizations would be prohibited or restricted by such license, franchise, charter or authorization (after giving effect to the anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction or other applicable law), (f) any trademark application filed in the United States Patent and Trademark Office on the basis of an “intent-to-use” such trademark, unless and until acceptable evidence of use of the trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. §§1051, et seq .), if, to the extent, and for so long as, granting a security interest or other Lien in such trademark application prior to such filing could reasonably be expected to adversely affect the enforceability or validity of such trademark application, (g) in each case if the contract or other agreement pursuant to which such Lien is granted or created (or the documentation providing for such Indebtedness) effectively prohibits the creation of any other Lien on such property, any property subject to a Lien permitted by Sections 6.02 (iv), (v), (ix) and (xx), (h) motor vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a UCC financing statement, (i) assets as to which the Administrative Agent and the U.S. Borrower shall have agreed in writing that the cost of obtaining such a security interest or perfection thereof (including adverse tax consequences) is excessive in relation to the benefit to the Lenders of the security to be afforded thereby, (j) Securitization Assets sold to any Special Purpose Securitization Subsidiary or otherwise pledged, factored, transferred or sold in connection with any Permitted Securitization Financing and (k) Receivables Assets sold, pledged, factored or transferred in connection with any Permitted Receivables Financing.

“ Excluded Equity Interests ” means (a) with respect to any Loans made to the U.S. Borrower, any Equity Interests that consist of voting stock of a Subsidiary that is a CFC or a FSHCO in excess of 65% of the outstanding voting stock of such Subsidiary, (b) any Equity Interests if, to the

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