FOURTH AMENDMENT TO ABL CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO ABL CREDIT AGREEMENT (this “Amendment”) is entered into as of October 27, 2023 by Clearwater Paper Corporation, a Delaware corporation (the “Borrower”), the undersigned Subsidiary Guarantors (the “Guarantors” and, together with the Borrower, the “Loan Parties”), each of Lenders party to the Existing Credit Agreement (defined below) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders.

R E C I T A L S

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain ABL Credit Agreement, dated as of July 26, 2019 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

B. The Borrower has informed the Administrative Agent and the Lenders that, on or around the date hereof, it intends to enter into a revolving term loan credit facility with AgWest Farm Credit, PCA (“AgWest”), as administrative agent, and the lenders party thereto from time to time (the “PCA Facility”).

C. NOW, THEREFORE, to induce the Administrative Agent and the Lenders to enter into this Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Existing Credit Agreement, as amended by this Amendment (as so amended and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise indicated, all article, exhibit, section and schedule references in this Amendment refer to articles, exhibits, sections and schedules of the Credit Agreement.

Section 2. Amendments. Each of the parties hereto agrees that, effective as of the Fourth Amendment Effective Date (as defined below):

2.1The Existing Credit Agreement is hereby amended and replaced as set forth in the restated copy of the Credit Agreement attached as Exhibit A hereto (it being agreed, for the avoidance of doubt, that nothing in this Amendment amends or modifies the Exhibits or Schedules to the Credit Agreement).

Section 3. Conditions Precedent. This Amendment shall be deemed effective upon the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement) (such date, the “Fourth Amendment Effective Date”):

3.1Execution and Delivery. The Administrative Agent shall have received (a) from the Loan Parties and Lenders constituting at least the Required Lenders, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Person, (b) the executed First Amendment to the ABL Guarantee and Collateral Agreement, dated as of the date hereof (the “GCA Amendment”), among the Borrower, the Subsidiary Guarantors party thereto and the Administrative Agent and (c) the executed PCA Intercreditor Agreement.

3.2Payment of Fees and Expenses. The Administrative Agent and the Lenders shall have received all amounts due and payable on or prior to the Fourth Amendment Effective Date, including, to the extent invoiced at least one (1) Business Day prior to the Fourth Amendment Effective Date, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

3.3Representations and Warranties; No Default or Event of Default. In each case as of the Fourth Amendment Effective Date: (a) no Default or Event of Default shall have occurred and be continuing and (b) all of the representations and warranties contained in each Loan Document to which any Loan Party is a party shall be true and correct in all material respects, except to the extent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement).

3.4Redemption of 2025 Notes. The 2025 Notes (as defined in the Existing Credit Agreement) shall have been redeemed in full (by discharge or otherwise) on or prior to the Fourth Amendment Effective Date.

3.5Officer’s Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Fourth Amendment Effective Date, attaching (a) the certificate of incorporation, in the case of a Loan Party that is a corporation, and certificate of formation, in the case of a Loan Party that is a limited liability company, in each case certified by the relevant authority of the jurisdiction of organization of such Loan Party as of a recent date, (b) the bylaws, in the case of a Loan Party that is a corporation, and limited liability company agreement or operating agreement, in the case of a Loan Party that is a limited liability company, certified as of the Fourth Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, (c) resolutions of the governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, the GCA Amendment and the Loan Documents as amended hereby and thereby, certified as of the Fourth Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (d) true and correct copies of the PCA Facility Documents (other than any fee letters) (which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders).

3.6Closing Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated the Fourth Amendment Effective Date, certifying as to the satisfaction of the conditions contained in Sections 3.3 and 3.4 hereof.

The Administrative Agent is hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted by Section 10.1 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes. For purposes of the foregoing, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Fourth Amendment Effective Date specifying its objection thereto.

Section 4. Miscellaneous.

4.1. Confirmation. The provisions of the Credit Agreement, as amended by this Amendment, shall remain in full force and effect following the effectiveness of this Amendment.

4.2. PCA Intercreditor Agreement. The Lenders party hereto, by their respective signatures below, hereby approve the form of PCA Intercreditor Agreement attached as Exhibit B hereto and authorize and instruct the Administrative Agent to enter into the PCA Intercreditor Agreement on the Fourth Amendment Effective Date.

4.3. Ratification and Affirmation; Representations and Warranties. Each Loan Party hereby (a) acknowledges the terms of this Amendment and the GCA Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full

force and effect, except as expressly amended hereby or by the GCA Amendment and (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Obligations in accordance with the terms thereof, in each case, notwithstanding the amendments contained herein or the GCA Amendment; (c) agrees that its guarantee under the Guarantee and Collateral Agreement remains in full force and effect with respect to the Obligations as amended hereby or by the GCA Amendment; (d) agrees that from and after the Fourth Amendment Effective Date (i) each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to the Guarantee and Collateral Agreement in the other Loan Documents shall be deemed to be a reference to the Guarantee and Collateral Agreement, as amended by the GCA Amendment, and (iii) this Amendment and the GCA Amendment do not constitute a novation of the Credit Agreement, the Guarantee and Collateral Agreement or any other Loan Document; and (e) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment and the GCA Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, except to the extent any such representations and warranties are stated to relate solely to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in such Loan Document) and (ii) no Default or Event of Default has occurred and is continuing.

4.4. No Waiver; Loan Document. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. This Amendment shall for all purposes constitute a Loan Document.

4.5. Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment that is an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record (an “Electronic Signature”) transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart (in such number as may be reasonably requested by the Administrative Agent).

4.6.NO ORAL AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. AS OF THE DATE OF THIS AMENDMENT, THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

4.7.GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVERS. 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 LAW OF THE STATE OF NEW YORK. SECTIONS 10.12 AND 10.16 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE MUTATIS MUTANDIS.

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


BORROWER:			CLEARWATER PAPER CORPORATION


			By: /s/ Sherri J. Baker
			Name: Sherri J. Baker
			Title: Senior Vice President, Chief Financial Officer
GUARANTORS:			CLEARWATER FIBER, LLC


			By: /s/ Sherri J. Baker
			Name: Sherri J. Baker
			Title: Senior Vice President, Chief Financial Officer

			CLEARWATER PAPER TISSUE, LLC


			By: /s/ Sherri J. Baker
			Name: Sherri J. Baker
			Title: Senior Vice President, Chief Financial Officer

			CELLU TISSUE HOLDINGS, LLC


			By: /s/ Sherri J. Baker
			Name: Sherri J. Baker
			Title: Senior Vice President, Chief Financial Officer


			CELLU TISSUE NEENAH, LLC


			By: /s/ Sherri J. Baker
			Name: Sherri J. Baker
			Title: Senior Vice President, Chief Financial Officer


			CELLU TISSUE OKLAHOMA CITY, LLC


			By: /s/ Sherri J. Baker
			Name: Sherri J. Baker
			Title: Senior Vice President, Chief Financial Officer

Clearwater Paper Corp 8-K